10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

R ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

OR

£ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-13884

CAMERON INTERNATIONAL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	76-0451843
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1333 West Loop South
Suite 1700
Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (713) 513-3300

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, Par Value $0.01 Per Share	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes RNo £

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes £No R

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes RNo £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes RNo £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer R	Accelerated filer £
Non-accelerated filer £ (Do not check if a smaller reporting company)	Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes £No R

The aggregate market value of the Common Stock, par value $0.01 per share, held by non-affiliates of the registrant as of June 30, 2013, our most recently completed second fiscal quarter, was approximately $12,862,353,063.  For purposes of the determination of the above statement amount only, all the directors and executive officers of the registrant are presumed to be affiliates. The number of shares of Common Stock, par value $.01 per share, outstanding as of February 14, 2014, was 216,782,270.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of registrant’s Annual Report to Stockholders for the year ended December 31, 2013 are incorporated by reference into Parts I and II. Portions of the registrant’s 2014 Proxy Statement for the Annual Meeting of Stockholders to be held May 16, 2014 are incorporated by reference into Part III.

TABLE OF CONTENTS

	ITEM	PAGE
	PART I
1.	Business	3
	Markets and Products	4
	Market Issues	8
	New Product Development	9
	Competition	10
	Manufacturing	11
	Backlog	11
	Patents, Trademarks and Other Intellectual Property	11
	Employees	11
	Executive Officers of the Registrant	12
	Glossary of Terms	13
1A.	Risk Factors	13
1B.	Unresolved Staff Comments	13
2.	Properties	14
3.	Legal Proceedings	14
4.	Mine Safety Disclosures	15
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
6.	Selected Financial Data	16
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
7A.	Quantitative and Qualitative Disclosures about Market Risk	17
8.	Financial Statements and Supplementary Data	17
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
9A.	Controls and Procedures	17
9B.	Other Information	18
	PART III
10	Directors, Executive Officers and Corporate Governance	18
11.	Executive Compensation	18
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
13.	Certain Relationships and Related Transactions, and Director Independence	18
14.	Principal Accounting Fees and Services	19
	PART IV
15.	Exhibits, Financial Statement Schedules	19
	Signatures	27

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PART I

ITEM 1. BUSINESS

Cameron International Corporation (Cameron or the Company) provides flow equipment products, systems and services to worldwide oil, gas and process industries through three business segments, Drilling and Production Systems (DPS), Valves & Measurement (V&M) and Process & Compression Systems (PCS).  For additional business segment information for each of the three years in the period ended December 31, 2013, see Note 15 of the Notes to Consolidated Financial Statements, which Notes are incorporated herein by reference in Part II, Item 8 of this Annual Report on Form 10-K.

In 1920, Jim Abercrombie, Ed Lorehn, Harry Cameron and several other partners incorporated an oilfield repair shop in Houston, Texas under the name Cameron Iron Works (CIW).  Abercrombie subsequently invented and CIW manufactured the industry’s first blowout preventer for use in oil and gas well drilling.  CIW grew rapidly due to sales of blowout preventers and other oilfield equipment.  In the early 1940’s, CIW entered the market for defense-related equipment becoming a major supplier of anti-submarine and other naval armaments to the U.S. Navy.  CIW also became a leading supplier of forged metal products for both defense and oilfield applications replacing less durable cast metal components of the day.  CIW subsequently expanded into various other flow control, valve and pressure control equipment businesses acquiring Joy Petroleum Equipment and McEvoy-Willis wellhead equipment prior to its acquisition by Cooper Industries, Inc. in 1989.

Cameron was incorporated in its current form as a Delaware corporation on November 10, 1994, when Cooper Industries transferred all of the assets and liabilities of its Petroleum and Industrial Equipment segment into this new entity.  Following this, the Company operated as a wholly-owned subsidiary of Cooper Industries from 1994 until June 30, 1995, when it was spun-off as a separate stand-alone company and renamed Cooper Cameron Corporation.  The Company subsequently changed its name to Cameron International Corporation in May 2006.  Since becoming a stand-alone company, Cameron has made numerous acquisitions, including the 1996 acquisition of Ingram Cactus Company, the 1998 acquisition of Orbit Valve International, Inc., 2004’s acquisition of Petreco International, Inc., the purchase of substantially all of the businesses within the Flow Control segment of Dresser, Inc. in 2005, the acquisition of NATCO Group Inc. (NATCO) in 2009, the purchase of LeTourneau Technologies Drilling Systems, Inc. in 2011 and the acquisition of the TTS Energy Division from TTS Group, ASA in 2012.  In 2013, Cameron and Schlumberger Limited joined together to form OneSubsea^™, a venture established to manufacture and develop products, systems and services for the subsea oil and gas market.  Cameron is a 60% owner and manager of OneSubsea.  Today, Cameron is a Fortune 500 company with annual revenues of $9.8 billion and a workforce of over 29,000 employees.  Cameron also has legal entities in more than 50 countries worldwide.

The common stock of Cameron trades on the New York Stock Exchange under the symbol “CAM”.  The Company’s Internet address is www.c-a-m.com. General information about Cameron, including its Corporate Governance Principles, charters for the committees of the Company’s board of directors, Standards of Conduct, and Codes of Ethics for Management Personnel, including Senior Financial Officers and Directors, can be found in the Governance section of the Company’s website. The Company makes available on its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the Exchange Act) as soon as reasonably practicable after the Company electronically files or furnishes them to the United States Securities and Exchange Commission (the SEC).  Information filed by the Company with the SEC is also available at www.sec.gov or may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  Information regarding operations of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

Any reference to Cameron, its divisions or business units within this Form 10-K as being a leader, leading provider, leading manufacturer, or having a leading position is based on the amount of equipment installed worldwide and available industry data.

See “Glossary of Terms” at the end of Item 1 for definitions of certain terms used in this Form 10-K.

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Business Segments

Markets and Products

Drilling & Production Systems Segment

The DPS segment includes businesses that provide systems and equipment used to drill, control pressures and direct flows of oil and gas wells. Its products are employed in a wide variety of operating environments including basic onshore fields, highly complex onshore and offshore environments, deepwater subsea applications and ultra-high temperature geothermal operations.

The products within this segment include drilling equipment packages, blowout preventers (BOPs), drilling risers, top drives, draw works, complete wellhead and Christmas tree systems for onshore and offshore applications, subsea production systems and manifolds and aftermarket parts and services.  In addition, the DPS segment designs and manufactures structural components for land and offshore drilling rigs.  The segment’s businesses also manufacture elastomers, which are used in pressure and flow control equipment and other petroleum industry applications, as well as in the petroleum, petrochemical, rubber molding and plastics industries.

The businesses within this segment primarily market their products directly to end-users through a worldwide network of sales and marketing employees, supported by agents in some international locations. Due to the technical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.  Customers include oil and gas majors, national oil companies, independent producers, engineering and construction companies, drilling contractors, rental companies and geothermal energy producers.

The businesses included in this segment are as follows:

Drilling Systems –

Drilling Systems is one of the leading global suppliers of integrated drilling systems for onshore and offshore applications. Drilling equipment designed and manufactured includes ram and annular BOPs, control systems, drilling risers, drilling valves, choke and kill manifolds, diverter systems, top drives, draw works, mud pumps, pipe handling equipment, other rig products and aftermarket parts and services. The products are marketed under the Cameron^®, Guiberson^™, H&H CUSTOM^™, H&H Melco^™, LeTourneau^®, Lewco^®, OEM^®, Sense^™ and Townsend^™ brand names.

Drilling Systems significantly enhanced its product offerings to its customers with the late 2011 acquisition of LeTourneau Technologies Drilling Systems, Inc. (LeTourneau) from Joy Global Inc., and the mid-2012 acquisition of TTS Energy Division from TTS Group ASA, a Norwegian company (TTS).  LeTourneau provides drilling equipment and rig designs and components for both the land and offshore rig markets.  LeTourneau’s products include elevating systems, skidding systems, cranes, top drives, rotary tables, draw works, mud pumps and rig control and power systems.  TTS provides high performance drilling equipment, rig packages and rig solutions for both onshore and offshore rigs internationally.

Drilling Systems continues to be a primary supplier of BOPs and related equipment to the drilling industry.  The level of major project awards for new drilling equipment is often influenced by construction cycles for new build deepwater drillships and semi-submersibles, as well as shallow water jack-up rigs.  In recent years, the level of such awards was strong during the 2006 – 2008 and 2011 – 2012 time periods but has tapered off in 2013.  During 2012, orders for drilling equipment nearly doubled from 2011 as a result of the LeTourneau and TTS acquisitions mentioned above and due to a high level of major awards for drilling stacks and related equipment for new deepwater drilling rigs and as spares for existing rigs.  Additionally, land drilling has been bolstered in recent years by increased investment in unconventional markets like the major shale areas in North America and higher activity levels in the Middle East, Caspian and Far East.

Tighter regulations for the industry and an increased focus on safety have caused drilling contractors and operators, both on land and in deepwater environments, to turn to original equipment manufacturers (OEMs) for service, equipment repair and related parts, in many cases to re-certify BOP stacks back to OEM specifications or for new equipment to replace an aging fleet.  This has led to increased demand for aftermarket services and for additional drilling stacks, BOP’s and related equipment for use as spares to supplement or replace existing equipment currently in use.  The strong level of demand for aftermarket parts and services has contributed to a record backlog in this business, including a 13% increase from year end 2012 levels.

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Drilling Systems has had efforts underway in the last couple of years to expand its global aftermarket capabilities as a result of the renewed industry emphasis on safety and enhanced focus on use of OEMs.  In order to meet increased customer demand, Drilling Systems increased its capital spending in 2013 by nearly 15% as compared to 2012 in order to expand its manufacturing capabilities in Singapore and Berwick, Louisiana, and to continue to add to its aftermarket capabilities worldwide.

Surface Systems –

Surface Systems designs and manufactures complete wellhead and Christmas tree systems for onshore and offshore applications – from conventional to high-pressure, high temperature systems, to specialized systems for dry completions and heavy oil.  Surface Systems, with its extensive global installed base of equipment, is the industry’s largest provider of surface completion and production equipment and has a large aftermarket footprint in each of its served markets.  Surface Systems provides a complete portfolio of API 6A valves, chokes, actuators and artificial lift technologies marketed under the Cameron^®, Camrod^™, IC^™, McEvoy^®, Precision^™, SBS^™, Tundra^™, Willis^® and WKM^® brand names.

New technology developments, along with robust customer spending in recent years for exploration and production within unconventional resource regions of North America, has resulted in increased demand for the Company’s equipment and services.  In order to further enhance its worldwide surface product and service offerings, the Company acquired Elco Filtration and Testing, Inc., CairnToul Well Equipment Services Limited and ICI Artificial Lift, Inc. during 2012.  As a result of these acquisitions, continued high demand for equipment and hydraulic fracturing support services in unconventional resource regions of North America, expansion into Iraq and higher activity and market penetration levels in certain other regions of the world, Surface Systems was able to exceed its previous record bookings level in 2012 by 23%, setting a new record in 2013.

Capital spending by Surface Systems increased 18% in 2013 as compared to 2012.  During 2013, the business added machine tools to increase its global capacity, continued to expand its fleet of rental equipment and added additional office space in connection with the Company’s continued growth.

OneSubsea –

On June 30, 2013, Cameron and Schlumberger Limited completed the formation of OneSubsea.  Cameron contributed its existing subsea business unit and received $600 million from Schlumberger, while Schlumberger contributed its Framo, Surveillance, Flow Assurance and Power and Controls businesses.  As 60% owner, Cameron is managing the venture and reflecting a noncontrolling interest in its financial statements for Schlumberger’s 40% interest in the venture.

Now established, OneSubsea is a leading provider of subsea production systems, subsea processing, controls, manifolds & wellheads. Furthermore, OneSubsea has an extensive service offering that spans all phases of production over the full life of the field.  In addition, with supporting services and technologies from its parent companies, OneSubsea has the ability to plan and deliver fully integrated solutions, requiring systems engineering and project management as well as installation and aftermarket support, from the reservoir to the producing facility.  OneSubsea markets its products under the Cameron^®, Mars^™, McEvoy^® and Willis^® brand names.

Strong demand, mainly for projects offshore Brazil and in the UK North Sea, led to an 87% increase in the number of subsea trees awarded in 2013 as compared to 2012.  Of particular note was an award valued at almost $670 million for subsea trees and associated equipment destined for Pre-Salt and Post-Salt areas offshore Brazil, with deliveries of certain equipment commencing in 2014.

Valves & Measurement Segment

The V&M segment includes businesses that provide valves and measurement systems primarily used to control, direct and measure the flow of oil and gas as they are moved from individual wellheads through flow lines, gathering lines and transmission systems to refineries, petrochemical plants and industrial centers for processing. Equipment used in these environments is generally required to meet demanding standards set by the American Petroleum Institute and the American Society of Mechanical Engineers.

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Products include gate valves, ball valves, butterfly valves, Orbit^® valves, double block & bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and services, as well as measurement products such as totalizers, turbine meters, flow computers, chart recorders, ultrasonic flow meters and sampling systems.

This equipment and the related services are marketed through a worldwide network of combined sales and marketing employees, as well as distributors and agents in selected international locations. Due to the technical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.  Customers include oil and gas majors, independent producers, engineering and construction companies, pipeline operators, drilling contractors and major chemical, petrochemical and refining companies.

During 2013, V&M experienced weakness, primarily in the Engineered Valves product line, after strong growth in both 2011 and 2012.

The businesses included in this segment are as follows:

Distributed Valves –

Distributed Valves provides a wide variety of valves used in the exploration, production and transportation of oil and gas, with products historically sold through a network of wholesalers and distributors, primarily in North America and to upstream markets in Asia-Pacific and the Middle East.  In order to expand the Company’s downstream industrial valve offerings, Douglas Chero, a forged gate, globe and check valve manufacturer located in Italy, was acquired during 2013 as an addition to the Distributed Valves division.

Distributed valves are marketed under the brand names AOP^™, Demco^®, Douglas Chero^™,  Dynatorque^™, Maxtorque^™, Navco^®, Newco^®, Nutron^®, OIC^®, Techno^™, Texstream^™, Thornhill Craver^®, Wheatley^® and WKM^®.

Engineered Valves –

Engineered Valves provides a full range of highly customized ball, gate and check valves serving the oil and gas production, pipeline, subsea and liquefied natural gas (LNG) markets. Products are marketed under the brand names Cameron^®, Entech^™, Grove^®, Ledeen^™, Ring-O^®, TK^®, Tom Wheatley^® and WKM^®.  Demand for engineered valves has historically been affected by the scope and timing of large development and infrastructure projects involving long lead times.

Process Valves –

Process Valves provides valves under the brand names of General Valve^®, Orbit^® and TBV^™ for use in critical service applications that are often subject to extreme temperature conditions, particularly in refinery, power generation (including nuclear), chemical, petrochemical, gas processing and liquid storage terminal markets, including LNG.

Measurement Systems –

Measurement Systems designs, manufactures and distributes measurement products, systems and solutions to the global oil and gas, process and power industries. The group’s main product brand names include Barton^®, Caldon^®, Clif Mock^™, Jiskoot^™, Linco^™ and Nuflo^™ .

Aftermarket Services –

Aftermarket Services provides preventative maintenance, OEM spare parts, repair, field service, asset management and remanufactured products for valves and actuators.  The division operates service centers in strategically situated locations around the world.

Process & Compression Systems Segment

The PCS segment includes businesses that provide standard and custom-engineered process packages for separation and treatment of impurities within oil and gas and compression equipment and aftermarket parts and services to the oil, gas and process industries. Integrally geared centrifugal compressors are used by customers around the world in a variety of industries, including air separation, petrochemical, chemical and process gas. Products include oil and gas separation equipment, heaters, dehydration and desalting units, gas conditioning units, membrane separation systems, water processing systems, integral engine-compressors, separable reciprocating compressors, two and four-stroke cycle gas engines, turbochargers, integrally-geared centrifugal compressors, compressor systems and controls. Aftermarket services include spare parts, technical services, repairs, overhauls and upgrades.

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The businesses included in this segment are as follows:

Process Systems & Reciprocating Compression –

The Process Systems & Reciprocating Compression (PRC) division represents a combination of the Company’s Process Services & Equipment (PSE) business and its Reciprocating Compression operations.

The PSE business provides standard and traditional wellhead and midstream oil, gas and water separation equipment along with aftermarket parts and services, as well as total solutions bundling, product rationalization and asset management capabilities for customer’s operating equipment in conventional oil and gas fields, as well as unconventional resource locations.  PSE’s main manufacturing facilities are located in Texas and North Dakota.

Reciprocating Compression equipment is used throughout the energy industry by gas transmission companies, compression leasing companies, oil and gas producers and independent power producers.  Reciprocating Compression products and services are marketed under the Ajax^®, Cooper-Bessemer^®, CSI^™, Enterprise^®, Superior^®, Texcentric^™ and TSI^™ brand names. Ajax integral engine-compressors, which combine the engine and compressor on a single drive shaft, are used for gas re-injection and storage, as well as on smaller gathering and transmission lines. Superior-brand separable compressors are used primarily for natural gas applications, including production, storage, withdrawal, processing and transmission, as well as refining and petrochemical processing. These high-speed separable compressor units can be matched with either natural gas engine drivers or electric motors, and utilized in on-shore and off-shore applications.

Reciprocating Compression also provides global support for its products and maintains sales and service offices in key international locations. For the year ended December 31, 2013, approximately 65% of the Reciprocating Compression revenues were generated by sales of aftermarket parts and services in support of the Company’s worldwide installed base of compression equipment.

Customers for PRC products include oil and gas majors, national oil companies, petrochemical and refining companies, midstream natural gas companies, independent power producers and compressed natural gas distribution companies.

As described further in Note 20 of the Notes to Consolidated Financial Statements, the Company announced on January 20, 2014, that it had entered into a definitive agreement to sell the Reciprocating Compression business to General Electric for cash consideration of approximately $550 million, subject to closing adjustments.  Closing on the sale is expected during the third quarter of 2014.  Beginning in the first quarter of 2014, the Reciprocating Compression business will be reported as discontinued operations in the Company’s consolidated financial statements.

Custom Process Systems –

The Custom Process Systems (CPS) business provides custom-engineered process packages to oil and gas majors, national oil companies, independent operators and engineering, procurement and construction companies worldwide for separation and treatment of oil, gas, water and solids.  Products offered include separators, heaters, dehydration and desalting units, gas conditioning units, membrane separation systems, water processing systems and aftermarket parts and services.  The CPS manufacturing facilities are located in Louisiana and Canada along with a joint venture location in Saudi Arabia.

The Company’s  custom and standard and traditional process systems products are marketed under the Cameron^®, Consept^™, Cynara^®, Hydromation^®, KCC^™, Metrol^®, Mozley^™, NATCO^®, Petreco^®, Porta-test^®, Unicel^™, Vortoil^® and Wemco^® brand names.

Centrifugal Compression –

Centrifugal Compression manufactures and packages integrally geared centrifugal compressors and provides aftermarket services to customers worldwide. Centrifugal plant air compressors, used primarily in industrial applications, are sold under the trade name of Turbo-Air^®.

Engineered compressors are used in the air separation, gas transmission, and process gas markets and are identified by the MSG^® trade name. The Centrifugal Compression manufacturing facilities are located in Buffalo, New York and Gaomi, China.  The plant air product line ranges from 250 to 2,500 HP and is packaged with an electric motor driver.  The engineered compressor product line ranges from 500 HP to 24,000 HP, and can be driven by an electric motor, gas engine, or steam turbine.

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Centrifugal Compression also provides installation and maintenance services, parts, repairs, overhauls and upgrades to its worldwide customers for plant air and process gas compressors. In addition, it provides aftermarket service and repairs on all equipment it produces through a worldwide network of distributors, service centers and field service technicians utilizing an extensive inventory of parts marketed under the Joy^™ brand name.

Centrifugal Compression customers include oil and gas majors, national oil companies, air separation companies, independent power producers, petrochemical and refining companies, midstream natural gas companies and durable goods manufacturers.

At the same time as the announcement of the sale of the Reciprocating Compression business described above, the Company also announced that it intends to explore strategic alternatives for the Centrifugal Compression business during 2014 to further enhance the Company’s focus on its core businesses.  The Centrifugal Compression division will continue to be reported in the Company’s continuing operations while the Company is in the process of exploring the various strategic alternatives for this business.

Market Issues

Cameron is one of the leaders in the global market for the supply of petroleum production equipment. Cameron believes that it is well-positioned to serve these markets. Plant and service center facilities around the world in major oil and gas producing regions provide broad market coverage. Information relating to revenues generated from shipments to various geographic regions of the world is set forth on page 29 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cameron International Corporation” incorporated by reference in Part II, Item 7 of this Annual Report on Form 10-K and incorporated herein by reference.

The success of hydraulic fracturing activities in recent periods has led to increased supplies of natural gas in North America which has driven down prices.  As a result, operations have begun to shift more to liquid plays such as the Bakken and Eagle Ford shale regions.  The increased supplies of fossil fuels in North America resulting from these new exploration and production technologies, as well as a curtailment in demand as a result of economic conditions and energy saving and alternative energy initiatives, have led some organizations to forecast that North America could eventually become a net exporter of oil and natural gas.  The success of these activities has also led to a heightened focus by government regulators which could impede the use of these new technologies or increase their cost in the future.

As a result of tighter regulations for the industry and an increased focus on safety, the Company has experienced increased demand, as described above, in its drilling aftermarket business to service and, in many cases, re-certify existing BOP stacks back to original OEM specifications.  The Company believes this trend by operators to use OEM’s to service their equipment will continue in the near future.

The market beyond North America continues to be of greater importance to Cameron, accounting for approximately 61% of Cameron’s revenues for the year ended December 31, 2013, up from 55% in 2012.   The desire to expand oil and gas resources and transmission capacity in developed and developing countries, for both economic and political reasons, continues to be a major factor affecting market demand.  Production and service facilities in North and South America, Europe, Asia, the Middle East and West Africa provide the Company with the ability to serve the global marketplace.

Based upon the Company’s broad portfolio of products, Cameron has a significant presence in the offshore oil and gas drilling, production and infrastructure market.  The Company provides BOPs, drilling and production risers, subsea production systems, oil and gas separation equipment, chokes, valves and compression equipment to the offshore market.  In fact, six of the Company’s divisions participate in this market.  Approximately 44% of the Company’s 2013 revenue was derived from the deepwater market.

Cameron is also a significant participant, through its OneSubsea venture with Schlumberger, in serving the subsea systems projects market.  This market is significantly different from the Company’s other markets since subsea systems projects are significantly larger in scope and complexity, in terms of both technical and logistical requirements. Subsea projects (i) typically involve long lead times, (ii) typically are larger in financial scope, (iii) typically require substantial engineering resources to meet the technical requirements of the project and (iv) often involve the application of existing technology to new environments and in some cases, new technology. The Company’s OneSubsea business received orders of nearly $3.7 billion during 2013.  Total backlog for OneSubsea at December 31, 2013 was almost $4.4 billion, of which approximately $3.0 billion was for subsea systems projects.  To the extent the Company experiences unplanned difficulties in meeting the technical and/or delivery requirements of the projects or has difficulty fully integrating the businesses contributed by Schlumberger to OneSubsea into its operations, the Company’s earnings or liquidity could be negatively impacted.  For additional information, see the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cameron International Corporation” incorporated by reference in Part II, Item 7 of this Annual Report on Form 10-K and incorporated herein by reference.

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The creation of OneSubsea in 2013 allows the Company to bring together Schlumberger’s expertise in subsea processing and platform integration with Cameron’s capabilities in subsea equipment to provide customers with the ability to greatly increase their subsea reservoir recovery rates.

Also, see Part I, Item 1A for a discussion of other risk factors, some of which are market related, that could affect the Company’s financial condition and future results.

New Product Development

For the years ended December 31, 2013, 2012 and 2011, the Company incurred research and product development costs, including costs incurred on projects designed to enhance or add to its existing product offerings, totaling approximately $83.1 million, $62.7 million and $60.6 million, respectively.  DPS accounted for 73%, 67% and 59% of each respective year’s total costs.

During 2012, Cameron funded university research along with research at a private spin-off business named NanoMech resulting in the creation of TriboTuff^® lubricant, a macro-molecular nano-manufactured solution which reduces mechanical friction to near zero improving the performance of machinery and critical oilfield components.

Cameron is also funding university research in both the United States and Brazil in developing advanced materials that dampen vibration that could be caused by ocean currents in subsea environments.  Cameron's researchers are working with a variety of technical partners around the world in developing elastomer seals that perform better in low temperature, high pressure environments.

During 2010, Cameron received an order from an oil and gas operator for the design, test and manufacture of the world’s first 13⅝” 25,000-psi BOP stack for use in a high-pressure application in the Gulf of Mexico.  This new BOP was delivered to the customer in late 2011.

Additionally, after introducing the world’s first 18¾” 20,000-psi BOP stack in 2009, Cameron received the first order for such a unit from a major offshore drilling contractor during 2010.  This new offering provides the characteristics of reduced height and weight found in the EVO^® BOP that was introduced in 2007 as a compact, lighter version of Cameron’s traditional subsea BOP.  Also during 2008, the Company introduced the Sea Pressure Accumulator^™ (SPA), a complement to the EVO BOP, which uses seawater pressure instead of traditional nitrogen-charged accumulator bottles to power the BOP rams.  In 2012, Cameron developed a derivative system of SPA called Sea Pressure Reduction Assembly (SPRA), which reduces hydrostatic seawater effects on the EVO BOP operating system.  This, in turn, makes more efficient use of existing accumulator capacity.

In 2012, Cameron Drilling Systems, along with Valves & Measurement’s Caldon business, cooperatively worked to complete the full qualification of an ultrasonic position sensor to precisely measure BOP piston position.

Cameron’s Drilling Systems business also continues to focus on developing new technology for blowout preventers involving additional cavities and more shearing power for greater system redundancy.

Cameron’s Surface Systems division has in its rental fleet its FT-90 frac tree, an ultra-compact design that reduces the overall frac stack height, which improves efficiency and safety.  It has also developed a Mono Line Frac Fluid Delivery System which eliminates a significant number of frac iron connections resulting in a reduced footprint and other safety benefits.  In addition, Cameron is developing a line of tree mounted ball catchers targeted at the North and South America unconventional resource markets.

During 2011 and 2012, Surface Systems also manufactured the first 25,000 psi, 450°F rated production tree, which has now been installed.  The tree and wellhead system are suitable for a range of extreme production applications.  The first full bore (18-3/4”) 15,000 psi double metal seal wellhead was installed on an offshore platform in the North Sea.  In 2012, Cameron also began delivering high spec wedge gate valves, starting with the 9 inch, 10,000 psi size.   These valves are used on critical wellheads and allow the integrity of the gate seal to be checked internally, independent of the well bore.  Another product innovation in 2012 was the development and validation of a complete 18-3/4” 15,000-psi dual metal-to-metal full bore wellhead system.

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OneSubsea is currently focused on several areas of new technology development including processing, controls, optimization and high pressure, high temperature (HPHT) applications.  As an example, in 2013, OneSubsea received an award for its first modern HPHT vertical monobore tree for use in the North Sea following several years of design work and qualification testing.  Also in 2013, OneSubsea completed the design and qualification testing for its first wet gas compression system for use in the North Sea and delivered its first high pressure, high power multiphase pump for a deepwater project in the Gulf of Mexico.

Custom Process Systems continues to improve its CO₂ membrane technology.  A new CO₂ membrane product was released in 2012 with capabilities to handle higher natural gas pressures and lower CO₂ concentrations, which will be primarily marketed for on-shore gas processing applications.  This technology is a replacement for older amine acid gas removal systems, but has a significant lower operating cost, modular construction and a smaller footprint.

In 2011, CPS began offering Bilectric^® HF, an improved desalting technology which combines our established Bilectric desalting product with the performance enhancements achieved by our Dual Frequency^® power units.  This hybrid of two established technologies will provide producers and refiners with improved desalting and dehydration performance on difficult oils.

Utilizing the Company’s knowledge of high-speed turbomachinery and fluid dynamics, Cameron engineers volunteered their time in 2012 and 2013 to work with surgeons at the Texas Heart Institute in Houston, Texas to develop a new heart pump to potentially become the world’s first pulseless artificial heart.

Competition

Cameron competes in all areas of its operations with a number of other companies, some of which have financial and other resources comparable to or greater than those of Cameron.

Cameron has a leading position in the petroleum production equipment markets. In these markets, Cameron competes principally with Aker Solutions, Balon Corporation, Circor International, Inc., Dover Corporation, Dril-Quip, Inc., Emerson Process Management, FlowServ Corp., FMC Technologies, Inc., GE Oil & Gas Group, Master Flo (a Stream-Flo Industries Ltd. company), National Oilwell Varco Inc., PBV-USA, Inc. (a Zy-Tech Global Industries company), Petrovalve (a Flotek Industries, Inc. company), Pibiviese, Robbins & Myers Fluid Management Group, SPX Corporation’s Flow Technology Segment, Tyco International Ltd. and the Artificial Lift Systems business of Weatherford, Ltd.

The principal competitive factors in the petroleum production equipment markets are technology, quality, service and price. Cameron believes several factors give it a strong competitive position in these markets. Most significant are Cameron’s broad product offering, its worldwide presence and reputation, its service and repair capabilities, its expertise in high-pressure technology and its experience in alliance and partnership arrangements with customers and other suppliers.

Although Cameron reached an agreement in January 2014 to sell its Reciprocating Compression business, and intends to evaluate strategic alternatives during 2014 for its Centrifugal Compression business, the Company has historically had an established position in the compression equipment markets. In these markets, Cameron has competed principally with Ariel Corporation, Atlas-Copco AB, Dresser-Rand, FS-Elliott Company LLC, GE Oil and Gas Group, Hoerbiger Group, Ingersoll-Road, MAN Turbo, Samsung Techwin and Siemens. The principal competitive factors in the compression equipment markets have been engineering and design capabilities, product performance, reliability, quality, service and price. Cameron has maintained a competent engineering staff and skilled technical and service representatives.

10

Manufacturing

Cameron has manufacturing facilities worldwide that conduct a broad variety of processes, including machining, fabrication, assembly and testing, using a variety of forged and cast alloyed steels and stainless steel as the primary raw materials.  Cameron has, at various times, rationalized plants and products, closed various manufacturing facilities, moved product lines to achieve economies of scale, and upgraded other facilities.  The Company has also recently constructed or begun construction on new facilities, mainly in certain locations outside of North America, in order to meet current and expected future demand, particularly with regard to its drilling, surface and subsea product offerings.  This is an ongoing process as the Company seeks ways to improve delivery performance and reduce costs.  Cameron maintains advanced manufacturing, quality assurance and testing equipment geared to the specific products that it manufactures and uses process automation in its manufacturing operations.  Manufacturing facilities typically utilize computer-aided, numeric-controlled tools and manufacturing techniques that concentrate the equipment necessary to produce similar products in one area of the plant in a configuration commonly known as a manufacturing cell.  One operator in a manufacturing cell can monitor and operate several machines, as well as assemble and test products made by such machines, thereby improving operating efficiency and product quality.

Cameron’s test capabilities are critical to its overall processes. The Company has the capability to test most equipment at rated operating conditions, measuring all operating parameters, efficiency and emissions. All process compressors for air separation and all plant air compressors are given a mechanical and aerodynamic test in a dedicated test center prior to shipment.

All of Cameron’s Asian, European and Latin American manufacturing plants are ISO certified and API licensed, and most of the U.S. plants are ISO certified. ISO is an internationally recognized verification system for quality management.

Backlog

Cameron’s backlog was approximately $11.5 billion at December 31, 2013 (approximately 46% of which is expected to be shipped during 2014), as compared to $8.6 billion at December 31, 2012, and $6.0 billion at December 31, 2011.  Backlog consists of customer orders for which a purchase order or contract has been received, satisfactory credit or financing arrangements exist and delivery is scheduled.

Patents, Trademarks and Other Intellectual Property

As part of its ongoing research, development and manufacturing activities, Cameron has a policy of seeking patents when appropriate on inventions involving new products and product improvements. Cameron owns 490 unexpired United States patents and 1,294 unexpired foreign patents. During 2013, 93 new U.S. and 68 new foreign patent applications were filed.

Although, in the aggregate, these patents are of considerable importance to the manufacturing of many of its products, Cameron does not consider any single patent or group of patents to be material to its business as a whole.

Trademarks are also of considerable importance to the marketing of Cameron’s products. Cameron considers the following trade names to be material to its business as a whole: CAMERON, COOPER-BESSEMER, AJAX, WILLIS, W-K-M, NATCO and LeTourneau. Other important trademarks used by Cameron are included under “Markets and Products” above.  Cameron has registered trademarks in countries where such registration is deemed important.  Cameron has the right to use the trademark Joy on aftermarket parts until November 2027.

Cameron also relies on trade secret protection for its confidential and proprietary information. Cameron routinely enters into confidentiality agreements with its employees, partners and suppliers. There can be no assurance, however, that others will not independently obtain similar information or otherwise gain access to Cameron’s trade secrets.

Employees

As of December 31, 2013, Cameron had over 29,000 employees, of which nearly 20% were represented by labor unions.

During 2013, the Company entered into new labor agreements with more than 2,500 employees, primarily in Brazil, Romania, the United Kingdom and Norway.

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Executive Officers of the Registrant

Name and Age	Present Principal Position and Other Material Positions Held During Last Five Years
Jack B. Moore (60)	Chairman of the Board of Directors since May 2011.  President and Chief Executive Officer since April 2008.  President and Chief Operating Officer from January 2007 to March 2008. Senior Vice President from July 2005 to December 2006.  Vice President from May 2003 to July 2005.  President, Drilling and Production Systems segment from July 2002 to December 2006.  Vice President and General Manager, Cameron Western Hemisphere from July 1999 to July 2002.  Vice President Western Hemisphere Operations, Vice President Eastern Hemisphere, Vice President Latin American Operations, Director Human Resources, Director Market Research and Director Materials of Baker Hughes Incorporated from 1976 to July 1999.
John D. Carne (65)	Chief Executive Officer of OneSubsea since June 2013.  Executive Vice President since March 2010.  Chief Operating Officer from August 2010 to January 2013.  Senior Vice President from February 2006 to February 2010.  Vice President from May 2003 to February 2006. President, Drilling and Production Systems segment since January 2007. President, Valves and Measurement segment from April 2002 to December 2006. Director of Operations, Eastern Hemisphere, Cameron division from 1999 to March 2002. Plant Manager, Leeds, England, Cameron division from 1996 to 1999. Director of Operations, U.K. & Norway, Cooper Energy Services (U.K.) Ltd. from 1988 to 1996.  Mr. Carne has announced his retirement from Cameron and OneSubsea effective February 28, 2014.
William C. Lemmer (69)	Senior Vice President and General Counsel since May 2008, Senior Vice President, General Counsel and Secretary from July 2007 to May 2008. Vice President, General Counsel and Secretary from July 1999 to July 2007. Vice President, General Counsel and Secretary of Oryx Energy Company from 1994 to March 1999.
Charles M. Sledge (48)	Senior Vice President and Chief Financial Officer since November 2008.  Vice President and Chief Financial Officer from April 2008 to November 2008.  Vice President and Corporate Controller from July 2001 to March 2008. Senior Vice President, Finance and Treasurer from 1999 to June 2001, and Vice President, Controller from 1996 to 1999, of Stage Stores, Inc., a chain of family apparel stores.
Gary M. Halverson (55)	President, Drilling & Production Systems since October 2013.  Senior Vice President since October 2012.  Vice President from October 2010 to October 2012.  President, Surface Systems since 2005.  Vice President and General Manager Cameron Western Hemisphere from 2003 to 2005.  General Manager of Cameron Latin America from 2001 to 2003.  Director of Sales and Marketing for Cameron Asia Pacific Middle East from 1995 to 2001.
James E. Wright (60)	Senior Vice President since March 2010.  President, Valves & Measurement segment since January 2007.  President, Distributed and Process Valves divisions from December 2005 to December 2006. Vice President and General Manager, Distributed Products from August 2002 to December 2005. Vice President and General Manager, North America Pipeline and Distributor Products from June 2001 to August 2002 and Vice President Marketing and North American Sales for Valves & Measurement from August 1998 to June 2001.
Steven P. Geiger (60)	Vice President, Human Resources since January 2014.  Vice President of Human Resources and Operational Excellence from June 2013 to December 2013. Vice President of Operational Excellence from February 2013 to June 2013.  Senior Vice President at Senn-Delaney Leadership Consulting Group from July 2008 to February 2013.  Also served as Interim Chief Operating Officer of James Cancer Hospital, Ohio State University, from January 2010 to June 2010.
Christopher A. Krummel (45)	Vice President, Controller and Chief Accounting Officer since April 2008.  Assistant Controller from October 2007 to March 2008.   Chief Financial Officer from October 2003 to October 2007 of Enventure Global Technology, a joint venture of Royal Dutch Shell and Halliburton.  Vice President of Capital Planning and Allocation, Vice President of Mergers and Acquisitions and Division Financial Controller for Petroleum Geo-Services from 1995 to 2003.

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Glossary of Terms

Actuator. A hydraulic or electric motor used to open or close valves.

Blowout Preventer or BOP. A hydraulically operated system of safety valves installed at the wellhead during drilling and completion operations for the purpose of preventing an increase of high-pressure formation fluids — oil, gas or water — in the wellbore from turning into a “blowout” of the well.

Centrifugal compressor. A compressor with an impeller or rotor, a rotor shaft and a casing which discharges gases under pressure by centrifugal force.

Choke. A type of valve used to control the rate and pressure of the flow of production from a well or through flowlines.

Christmas tree. An assembly of valves, pipes and fittings used to control the flow of oil and gas from a well.

Compressor. A device used to create a pressure differential in order to move or compress a vapor or a gas.

Controls. A device which allows the remote triggering of an actuator to open or close a valve.

Drilling stack. A vertical arrangement of blowout prevention equipment installed at the top of the casing at a wellhead to provide maximum pressure integrity in the event of a well control incident for drilling and completion operations.

Elastomer. A rubberized pressure control sealing element used in drilling and wellhead applications.

Integral reciprocating engine-compressor. A compressor in which the crankshaft is shared by the engine and compressor, each having its own piston rods driven by the shared crankshaft.

Integrally geared centrifugal compressor. A compressor in which the motor is geared so that the compressor runs at higher rpms than the motor itself to gain efficiency.

Reciprocating compressor. A compressor in which the compression effect is produced by the reciprocating motion of pistons and plungers operating in cylinders.

Riser. Pipe used to connect the wellbore of offshore wells to drilling or production equipment on the surface, and through which drilling fluids or hydrocarbons travel.

Subsea tree. An assembly of valves, actuators and ancillary equipment connected to the top of the casing of a well located on the sea floor to direct and control the flow of oil and gas from the well.

Valve. A device used to control the rate of flow in a line, to open or shut off a line completely, or to serve as an automatic or semi-automatic safety device.

Wellhead. The equipment installed at the surface of a wellbore to maintain control of a well and including equipment such as the casing head, tubing head and Christmas tree.

ITEM 1A. RISK FACTORS  

The information set forth under the caption “Factors That May Affect Financial Condition and Future Results” on pages 45 to 49 in the 2013 Annual Report to Stockholders is incorporated herein by reference.

ITEM 1B. UNRESOLVED STAFF COMMENTS  

There were no unresolved comments from the SEC staff at the time of filing of this Form 10-K.

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ITEM 2. PROPERTIES

The Company manufactures, markets and sells its products and provides services throughout the world, operating facilities in numerous countries ranging in size from approximately 200 square feet to approximately 1,100,000 square feet.  In addition to its manufacturing facilities, the Company also owns and leases warehouses, distribution centers, aftermarket and storage facilities, sales and administrative offices. The Company leases its corporate headquarters office space and headquarters space for the staff of certain of its segments and divisions in Houston, Texas.

 The table below shows the number of significant operating manufacturing, warehouse, distribution and aftermarket facilities and sales and administrative offices by business segment and geographic area at December 31, 2013. DPS and V&M share space in certain facilities and, thus, are being reported together.

	Americas		Asia/Pacific and Middle East		Europe/Africa/ Caspian/Russia		Total
DPS and V&M ―
Number of locations		158		43		43		244
Square footage:
Owned		6,456,046		18,729		3,949,298		10,424,073
Leased		3,436,301		4,151,531		1,356,114		8,943,946
PCS ―
Number of locations		52		10		4		66
Square footage:
Owned		1,421,639		–		–		1,421,639
Leased		1,220,899		485,554		58,850		1,765,303
Corporate ―
Number of locations		4		1		2		7
Square footage:
Owned		–		–		–		–
Leased		409,989		19,098		13,149		442,236
Total ―
Number of locations		214		54		49		317
Square footage:
Owned		7,877,685		18,729		3,949,298		11,845,712
Leased		5,067,189		4,656,183		1,428,113		11,151,485

The Company’s operations in the “Americas” are mainly located in North and South America.  The Company’s operations in the “Asia/Pacific and Middle East” region are mainly located on the Asian continent, in countries considered to be on the Pacific rim of the Asian continent or in the area of the world commonly known as the “Middle East”.  The Company’s operations in “Europe/Africa/Caspian/Russia” are mainly located in the United Kingdom, Norway, on the European continent, in Angola, Algeria, Nigeria, Russia and areas surrounding the Caspian Sea.

Cameron believes its facilities are suitable for their present and intended purposes and are adequate for the Company’s current and anticipated level of operations.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to a number of contingencies, including litigation, tax contingencies and environmental matters.

Litigation

The Company also has been and continues to be named as a defendant in a number of multi-defendant, multi-plaintiff tort lawsuits. At December 31, 2013, the Company’s Consolidated Balance Sheet included a liability of approximately $14.8 million for such cases. The Company believes, based on its review of the facts and law, that the potential exposure from these suits will not have a material adverse effect on its consolidated results of operations, financial condition or liquidity.

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Tax and Other Contingencies

The Company has legal entities in over 50 countries. As a result, the Company is subject to various tax filing requirements in these countries. The Company prepares its tax filings in a manner which it believes is consistent with such filing requirements. However, some of the tax laws and regulations to which the Company is subject require interpretation and/or judgment. Although the Company believes the tax liabilities for periods ending on or before the balance sheet date have been adequately provided for in the financial statements, to the extent a taxing authority believes the Company has not prepared its tax filings in accordance with the authority’s interpretation of the tax laws and regulations, the Company could be exposed to additional taxes.

The Company has been assessed customs duties and penalties by the government of Brazil totaling almost $50.0 million at December 31, 2013, including interest accrued at local country rates, following a customs audit for the years 2003-2010.  The Company filed an administrative appeal and believes a majority of this assessment will ultimately be proven to be incorrect because of numerous errors in the assessment, and because the government has not provided appropriate supporting documentation for the assessment.  As a result, the Company currently expects no material adverse impact on its results of operations or cash flows as a result of the ultimate resolution of this matter.  No amounts have been accrued for this assessment as of December 31, 2013 as no loss is currently considered probable.

Environmental Matters

The Company is currently identified as a potentially responsible party (PRP) with respect to two sites designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or similar state laws. One of these sites is Osborne, Pennsylvania (a landfill into which a predecessor of the PCS operation in Grove City, Pennsylvania deposited waste), where remediation was completed in 2011 and remaining costs relate to ongoing ground water monitoring. The other is believed to be a de minimis exposure. The Company is also engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality at former manufacturing locations in Houston and Missouri City, Texas. Additionally, the Company has discontinued operations at a number of other sites which had been active for many years and which may have yet undiscovered contamination. The Company does not believe, based upon information currently available, that there are any material environmental liabilities existing at these locations. At December 31, 2013, the Company’s Consolidated Balance Sheet included a noncurrent liability of approximately $3.2 million for these environmental matters.

In 2001, the Company discovered that contaminated underground water from the former manufacturing site in Houston referenced above had migrated under an adjacent residential area. Pursuant to applicable state regulations, the Company notified the affected homeowners. Concerns over the impact on property values of the underground water contamination and its public disclosure led to a number of claims by homeowners.  The Company has settled these claims, primarily as a result of the settlement of a class action lawsuit, and is obligated to reimburse approximately 190 homeowners for any diminution in value of their property due to contamination concerns at the time of the property’s sale. Test results of monitoring wells on the southeastern border of the plume indicate that the plume is moving in a new direction, likely as a result of a ground water drainage system completed as part of an interstate highway improvement project.  As a result, the Company notified 39 additional homeowners, and may provide notice to additional homeowners, whose property is adjacent to the class area that their property may be affected.  The Company is reviewing whether additional remedial measures are appropriate.  The Company believes, based on its review of the facts and law, that any potential exposure from existing agreements as well as any possible new claims that may be filed with respect to this underground water contamination will not have a material adverse effect on its financial position or results of operations. The Company’s Consolidated Balance Sheet included a liability of approximately $7.1 million for these matters as of December 31, 2013.

The Iran Threat Reduction and Syria Human Rights Act of 2012

The Iran Threat Reduction and Syria Human Rights Act of 2012, passed by the United States Congress and signed into law in August 2012, requires companies to report certain prohibited activities or conduct that were knowingly engaged in by the company or any of its affiliates involving Iran or other parties named therein.  For the year ended December 31, 2013, the Company had no such activities or conduct to report.

ITEM 4. MINE SAFETY DISCLOSURES

N/A.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The common stock of Cameron International Corporation, par value $.01 per share, is traded on the New York Stock Exchange (“NYSE”) under the symbol CAM. No dividends were paid during 2013 or 2012.

The trading activity during 2013 and 2012 was as follows:

	Price Range ($)
	High		Low		Last
2013
First Quarter	$	67.42	$	56.40	$	65.20
Second Quarter		65.51		57.72		61.16
Third Quarter		66.12		54.83		58.37
Fourth Quarter		66.09		52.50		59.53

	Price Range ($)
	High		Low		Last
2012
First Quarter	$	57.65	$	49.02	$	52.83
Second Quarter		53.84		38.38		42.71
Third Quarter		60.00		41.26		56.07
Fourth Quarter		57.78		47.62		56.46

As of February 14, 2014, the approximate number of stockholders of record of Cameron common stock was 862.

Information concerning securities authorized for issuance under stock-based compensation plans is included in Note 9 of the Notes to Consolidated Financial Statements, which notes are incorporated herein by reference in Part II, Item 8 hereof.

The Board of Directors has given management the authority to purchase up to $2.4 billion of the Company’s common stock.  The Company, under this authorization, may purchase shares directly or indirectly by way of open market transactions or structured programs, including the use of derivatives, for the Company’s own account or through commercial banks or financial institutions.

Shares of common stock purchased and placed in treasury during the three months ended December 31, 2013 under the Board’s authorization program described above were as follows:

Period	Total number of shares purchased		Average price  paid per share		Total number of shares purchased as part of  repurchase program		Maximum number of shares that may yet be purchased under repurchase program(1)
10/1/13 - 10/31/13		3,373,324	$	55.70		13,625,861		15,714,469
11/1/13 - 11/30/13		6,339,866	$	54.81		19,965,727		9,290,717
12/1/13 - 12/31/13		7,451,696	$	56.53		27,417,423		14,167,445
Total		17,164,886	$	55.73		27,417,423		14,167,445

(1) Based upon month-end stock price

ITEM 6. SELECTED FINANCIAL DATA

The information set forth under the caption “Selected Consolidated Historical Financial Data of Cameron International Corporation” on page 85 in the 2013 Annual Report to Stockholders is incorporated herein by reference.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cameron International Corporation” on pages 29 to 51 in the 2013 Annual Report to Stockholders is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  

The information for this item is set forth in the section entitled “Market Risk Information” on pages 49 to 51 in the 2013 Annual Report to Stockholders and is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of the Company and the independent registered public accounting firm’s reports set forth on pages 52 to 84 in the 2013 Annual Report to Stockholders are incorporated herein by reference:

Management’s Report on Internal Control Over Financial Reporting.

Report of Independent Registered Public Accounting Firm.

Report of Independent Registered Public Accounting Firm.

Consolidated Results of Operations for each of the three years in the period ended December 31, 2013.

Consolidated Comprehensive Income for each of the three years in the period ended December 31, 2013.

Consolidated Balance Sheets as of December 31, 2013 and 2012.

Consolidated Cash Flows for each of the three years in the period ended December 31, 2013.

Consolidated Changes in Stockholders’ Equity for each of the three years in the period ended December 31, 2013.

Notes to Consolidated Financial Statements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES  

(a) The Company carried out an evaluation, under the supervision and with the participation of the Company’s Sarbanes-Oxley Disclosure Committee and the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of December 31, 2013.   In conducting management’s evaluation of the effectiveness of the Company’s internal controls over financial reporting, the businesses contributed by Schlumberger in connection with the formation of OneSubsea and Douglas Chero, acquired in 2013, were excluded.  Excluding goodwill, these operations accounted for less than 15% of total and net assets as of December 31, 2013 and less than 5% of the Company’s consolidated revenues and income before income taxes for the year then ended.  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2013 to ensure that information required to be disclosed by the Company that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

17

(b) Management’s Report on Internal Control over Financial Reporting - The report of management of the Company regarding internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K under the caption “Management’s Report on Internal Control over Financial Reporting” and incorporated herein by reference.

(c) Attestation Report of Independent Registered Public Accounting Firm - The attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K under the caption “Report of Independent Registered Public Accounting Firm” and incorporated herein by reference.

(d) Changes in Internal Control over Financial Reporting – Other than the October 2013 conversion of a substantial portion of the operations within the V&M segment to the Company’s upgraded business information systems, there were no changes made in the Company’s internal control over financial reporting during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION  

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding Section 16(a) compliance, the Audit Committee, the Company’s Code of Business Ethics and Ethics for Directors, shareholder nominating procedures and background of the directors appearing under the captions “Section 16(a) Beneficial Ownership Reporting Compliance”, “Corporate Governance”, “Election of Directors”, and “Security Ownership of Management” in the Company’s Proxy Statement for the 2014 Annual Meeting of Stockholders is incorporated herein by reference.

The Registrant has adopted a Code of Conduct that applies to all employees, as well as a Code of Ethics for Management Personnel, including Senior Financial Officers and a Code of Ethics for Directors.  A copy of each of these policies is available on the Registrant’s Internet website at www.c-a-m.com and is available in print to any shareholder free of charge upon request. The Registrant intends to satisfy the disclosure requirements under Item 10 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, by posting such information on its website at the address set forth above.

The information under the heading “Executive Officers of the Registrant” in Part I, Item 1 of this Form 10-K is incorporated by reference in this section.

ITEM 11. EXECUTIVE COMPENSATION

The information concerning "Executive Compensation" required by Item 11 shall be included in the Proxy Statement to be filed relating to our 2014 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information concerning "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" required by Item 12 shall be included in our Proxy Statement to be filed relating to the 2014 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information concerning the Company's "Policy on Related Person Transactions" and "Director Independence" required by Item 13 shall be included in our Proxy Statement to be filed relating to the 2014 Annual Meeting of Stockholders and is incorporated herein by reference.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information concerning "Principal Accounting Firm Fees" required by Item 14 shall be included in the Proxy Statement to be filed relating to our 2014 Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)   The following documents are filed as part of this Report:  

(1)   Financial Statements:  

All financial statements of the Registrant as set forth under Part II, Item 8 of this Annual Report on Form 10-K.

(2)   Financial Statement Schedules:  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Cameron International Corporation

We have audited the consolidated financial statements of Cameron International Corporation (the Company) as of December 31, 2013 and 2012, and for each of the three years in the period ended December 31, 2013, and have issued our report thereon dated February 26, 2014 (incorporated by reference in this Form 10-K).  Our audits also included the financial statement schedule included in Item 15(a)(2) of this Form 10-K.  This schedule is the responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

	/s/ Ernst & Young LLP
Houston, Texas
February 26, 2014

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Schedule II - Valuation and Qualifying Accounts

(dollars in millions)

			Additions
	Balance at beginning of period		Charged to costs and expenses		Charged to other  accounts			Deductions (a)			Translation			Balance at end of period
YEAR ENDED DECEMBER 31, 2013:
Allowance for doubtful accounts	$	7.9	$	14.2	$	(0.5	)	$	(0.7	)	$	–		$	20.9
Allowance for obsolete and excessinventory	$	89.0	$	28.3	$	3.9		$	(11.6	)	$	(0.6	)	$	109.0
YEAR ENDED DECEMBER 31, 2012:
Allowance for doubtful accounts	$	9.9	$	0.5	$	0.2		$	(2.6	)	$	(0.1	)	$	7.9
Allowance for obsolete and excessinventory	$	81.9	$	20.9	$	(2.0	)	$	(12.3	)	$	0.5		$	89.0
YEAR ENDED DECEMBER 31, 2011:
Allowance for doubtful accounts	$	14.0	$	1.0	$	0.3		$	(5.2	)	$	(0.2	)	$	9.9
Allowance for obsolete and excessinventory	$	68.0	$	18.8	$	2.0		$	(6.0	)	$	(0.9	)	$	81.9

___________

(a) Write-offs of uncollectible receivables, deductions for collections of previously reserved receivables and write-offs of obsolete inventory.

All other financial schedules are not required under the related instructions, or are inapplicable and therefore have been omitted.

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(3)   Exhibits:

Exhibit Number	Exhibit Index Description
3.1	Restated Certificate of Incorporation of Cameron International Corporation, dated May 11, 2012, filed as Appendix C to the Company’s Supplement to the 2012 Proxy Statement, and incorporated herein by reference.
3.2	Bylaws of Cameron International Corporation filed as Exhibit 3.1 to the Current Report on Form 8-K filed on April 18, 2012, and incorporated herein by reference.
3.3	Amendment to the Bylaws of Cameron International Corporation filed as Exhibit 3.1 to the Current Report on Form 8-K filed on October 18, 2012, and incorporated herein by reference.
4.1	Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705), and incorporated herein by reference.
4.2	Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 20, 2013 (Registration Statement No. 333-193002) for the Company’s Retirement Savings Plan Rescission offer, incorporated herein by reference.
4.3	Form of Indenture for senior debt securities filed as Exhibit 4.1 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 23, 2008 (File No. 333-151838) and incorporated herein by reference.
10.1	OneSubsea LLC Retirement Savings Plan, effective April 1, 2013, filed as Exhibit 4.4 to the Form S-8 dated June 25, 2013 and incorporated herein by reference.
10.2	Merger of the NATCO Group Profit Sharing And Savings Plan with and into the Cameron International Corporation Retirement Savings Plan, effective March 17, 2010, filed as Exhibit 10.49 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.3*	Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2014.
10.4	The Company's Deferred Compensation Plan for Non-Employee Directors, filed as Exhibit 10.41 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
10.5	The Amended and Restated Cameron International Corporation Nonqualified Deferred Compensation Plan, effective January 1, 2013 filed as Exhibit 10.18 to the Annual Report on From 10-K for 2012 for the Company, and incorporated herein by reference.
10.6	The 2011 Management Incentive Compensation Plan of the Company, incorporated herein by reference to the Company’s 2011 Proxy Statement for the Annual Meeting of Stockholders held on May 3, 2011.
10.7	Cameron International Corporation Equity Incentive Plan, effective January 1, 2013, as amended and restated, filed as an Appendix to the Company’s 2013 Proxy Statement, and incorporated herein by reference.

21

Exhibit Number	Exhibit Index Description
10.8	Change in Control Policy of the Company, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of the Company, and incorporated herein by reference.
10.9	Form of Change of Control Agreement, effective December 18, 2008, by and between the Company and John D. Carne, John Bartos, Hal J. Goldie,Christopher A. Krummel, William C. Lemmer, Joseph H. Mongrain, Jack B. Moore, Charles M. Sledge and James E. Wright filed as Exhibit 10.17 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
10.10	Form of Change in Control Agreement, effective June 16, 2009, by and between the Company and Mr. H. Keith Jennings, filed as Exhibit 10.52 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.11 *	Form of Change in Control Agreement, effective November 16, 2013, by and between the Company and Stephen P. Geiger, R. Scott Rowe, Gary M. Halverson, Owen Serjeant, Brent Baumann, Mark Cordell, Britt Schmidt, Richard Stegall, Patrick Holley, Hunter Jones, and Stefan Radwanski.
10.12	Form of Executive Severance Program of the Company, effective October 17, 2012 filed as Exhibit 10.27 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein  by reference.
10.13	Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and C. Baker Cunningham, Sheldon R. Erikson, Michael E. Patrick, David Ross and Bruce W. Wilkinson, filed as Exhibit 10.32 to the Annual Report on Form 10-K/A for 2002 of the Company, and incorporated herein by reference.
10.14	Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and Mr. Jeff Altamari, Mr. John Carne, Mr. Hal Goldie, Mr. William C. Lemmer, Mr. Jack B. Moore, and  Mr. Charles M. Sledge, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2003 of the Company, and incorporated herein by reference.
10.15	Form of Indemnification Agreement, effective February 7, 2005, by and between the Company and Peter J. Fluor, filed as Exhibit 10.23 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
10.16	Form of Indemnification Agreement, effective July 1, 2008, by and between the Company and Douglas L. Foshee, filed as Exhibit 10.24 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
10.17	Form of Indemnification Agreement, effective June 12, 2009, by and between the Company and Jon Erik Reinhardsen, filed as Exhibit 10.28 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
10.18	Form of Indemnification Agreement, effective August 13, 2007, by and between the Company and William C. Lemmer, Joseph H. Mongrain and James E. Wright, filed as Exhibit 10.50 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.19	Form of Indemnification Agreement, effective January 1, 2011, by and between the Company and Jeffrey G. Altamari, John C. Bartos, John D. Carne, Mark L. Carter, Gary Devlin, Brad Eastman, Kevin Fleming, Hal J. Goldie, Gary M. Halverson, Grace B. Holmes, H. Keith Jennings, Christopher A. Krummel, Amber Macksey, Jack B. Moore, Edward E. Roper, Owen Serjeant, Charles M. Sledge, and Edward E. Will, filed as Exhibit 10.51 on Form 10-K for 2010 of the Company, and incorporated herein by reference.

22

Exhibit Number	Exhibit Index Description
10.20	Form of Indemnification Agreement, effective October 18, 2011, by and between the Company and Rodolfo Landim, filed as Exhibit 10.47 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.21	Form of Indemnification Agreement, by and between the Company and William G. Lamb effective April 12, 2012, and James T. Hackett effective August 1, 2012, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.22  *	Form of Indemnification Agreement, effective December 9, 2013, by and between the Company and H. Paulett Eberhart.
10.23	Consent and Third Amendment to Credit Agreement dated as of June 28, 2013, among Cameron International Corporation, Cameron Limited, Cameron GmbH, Cameron (Singapore) Pte. Ltd., Cameron Canada Corporation, Cameron Lux III SARL, the Lenders (as defined therein), Banco Bilbao Vizcaya Argentaria, Standard Chartered Bank, and Citibank N.A., as Syndication Agents, and JPMorgan Chase Bank, N.A., as L/C Issuer and Administrative Agent, filed as Exhibit 10.1 to the Form 8-K filed on July 2, 2013, and incorporated herein by reference.
10.24	Credit Agreement, dated as of April 14, 2008, among the Company and certain of its subsidiaries and the banks named therein and JPMorgan Chase Bank, N.A., as agent, filed as Exhibit 10.1 to the Current Report on Form 8-K dated April 14, 2008, of the Company, and incorporated herein by reference.
10.25	Second Amendment to the Credit Agreement, dated as of June 6, 2011, among the Company and certain of its subsidiaries and the banks named therein and JPMorgan Chase Bank, N.A., as agent, filed as Exhibit 10.38 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.26*	OneSubsea Retirement Savings Plan, effective April 1, 2013
10.27	Amended and Restated Credit Agreement, dated February 2, 2012, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A., filed as Exhibit 10.39 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.28	First Amendment to the Amended and Restated Credit Agreement, dated July 2, 2012, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A. , filed as Exhibit 10.40 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.29*	Consent and Second Amendment to the Amended and Restated Continuing Agreement, for Letters of Credit, entered into as of June 28, 2013, between the Company and Citibank, N.A.
10.30	Form of Stock Option Agreement for stock option grants dated November 10, 2005, filed as Exhibit 10.47 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
10.31	Form of Stock Option Agreement for stock options granted on or after April 1, 2009, filed as Exhibit 10.30 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
10.32	Form of Grant Agreement for stock options granted on or after October 20, 2010, filed as Exhibit 10.39 on Form 10-K for 2010 of the Company, and incorporated herein by reference.

23

Exhibit Number	Exhibit Index Description
10.33	Form of Amendment dated October 20, 2010 to Stock Option Agreement, filed as Exhibit 10.49 on Form 10-K for 2011 of the Company, and incorporated herein by reference..
10.34	Form of Stock Option Agreement for stock options granted on or after October 18, 2012, filed as Exhibit 10.46 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.35	Form of Grant Agreement for restricted stock units granted on or after October 20, 2010, filed as Exhibit 10.40 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.36	Form of Grant Agreement for restricted stock units for Executive Officers granted on or after October 20, 2010, filed as Exhibit 10.41 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.37	Form of Grant Agreement for restricted stock units granted on or after November 16, 2011, filed as Exhibit 10.55 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.38	Form of Grant Agreement for restricted stock units granted on or after June 21, 2012, filed as Exhibit 10.50 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.39	Form of Grant Agreement for restricted stock units granted on or after January 1, 2013, filed as Exhibit 10.51 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.40	Form of Grant Agreement for restricted stock units for Executive Officers granted on or after November 16, 2011, filed as Exhibit 10.56 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.41	Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2011, filed as Exhibit 10.57 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.42	Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2012, filed as Exhibit 10.54 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.43	Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2013, filed as Exhibit 10.55 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.44 *	Form of Grant Agreement for performance-based restricted stock unit awards grants on or after January 1, 2014.
10.45  *	Form of Grant Agreement for stock options granted on or after October 17, 2013.
10.46 *	Form of Grant Agreement for restricted stock units granted on or after October 17, 2013.
10.47*	Form of Grant Agreement for restricted stock units for Executive Officers granted on or after October 17, 2013.

24

Exhibit Number	Exhibit Index Description
10.48*	Form of Deferred Stock Unit Agreement for restricted stock units for non-employee directors granted on or after December 9, 2013.
10.49	NATCO Group, Inc. 1998 Employee Stock Option Plan, filed as Exhibit 10.3 to NATCO’s Proxy Statement on Form S-1 (No. 333-48851), and incorporated herein by reference.
10.50	NATCO Group, Inc. 2001 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 24, 2001, and incorporated herein by reference.
10.51	NATCO Group, Inc. 2004 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 27, 2004, and incorporated herein by reference.
10.52	NATCO Group, Inc. 2006 Long-Term Incentive Compensation Plan, as Amended and Restated, filed as Exhibit 10.1 to NATCO’s Quarterly Report on Form 10-Q for quarter ended June 30, 2006, and incorporated herein by reference.
10.53	OneSubsea LLC Nonqualified Deferred Compensation Plan, effective April 1, 2013, filed as Exhibit 4.5 to the Form S-8 dated June 25, 2013 and incorporated herein by reference.
13.1*	Portions of the 2013 Annual Report to Stockholders.
14.1	Code of Ethics for Management Personnel, including Senior Financial Officers, filed as Exhibit 14.2 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
14.2	Cameron Code of Conduct, filed as Exhibit 14.1 to the Current Report on Form 8-K filed August 19, 2009, and incorporated herein by reference.
14.3*	Code of Business Conduct and Ethics for Directors, as amended effective February 20, 2014.
21.1*	Subsidiaries of registrant.
23.1*	Consent of Independent Registered Public Accounting Firm.
31.1*	Certification.
31.2*	Certification.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document

25

Exhibit Number	Exhibit Index Description
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith

26

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CAMERON INTERNATIONAL CORPORATION
Registrant
By:	/s/ Christopher A. Krummel
	(Christopher A. Krummel)
	Vice President, Controller and Chief Accounting Officer
	(principal accounting officer)
Date: February 26, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on this 26th day of February, 2014, by the following persons on behalf of the Registrant and in the capacities indicated.

Signature	Title
/s/ C. Baker Cunningham
(C. Baker Cunningham)	Director
/s/ H. Paulett Eberhart
(H. Paulett Eberhart)	Director
/s/ Sheldon R. Erikson
(Sheldon R. Erikson)	Director
/s/ Peter J. Fluor
(Peter J. Fluor)	Director
/s/ Douglas L. Foshee
(Douglas L. Foshee)	Director
/s/ James T. Hackett
(James T. Hackett)	Director
/s/ Rodolfo Landim
(Rodolfo Landim)	Director
/s/ Jack B. Moore
(Jack B. Moore)	Chairman of the Board, President and Chief Executive Officer
	(principal executive officer)
/s/ Michael E. Patrick
(Michael E. Patrick)	Director
/s/ Jon Erik Reinhardsen
(Jon Erik Reinhardsen)	Director
/s/ David Ross
(David Ross)	Director
/s/ Bruce W. Wilkinson
(Bruce W. Wilkinson)	Director
/s/ Charles M. Sledge	Senior Vice President and Chief Financial Officer
(Charles M. Sledge)	(principal financial officer)

27

EXHIBIT INDEX

Exhibit Number	Exhibit Index Description	Sequential  Page Number
3.1	Restated Certificate of Incorporation of Cameron International Corporation, dated May 11, 2012, filed as Appendix C to the Company’s Supplement to the 2012 Proxy Statement, and incorporated herein by reference.
3.2	Bylaws of Cameron International Corporation filed as Exhibit 3.1 to the Current Report on Form 8-K filed on April 18, 2012, and incorporated herein by reference.
3.3	Amendment to the Bylaws of Cameron International Corporation filed as Exhibit 3.1 to the Current Report on Form 8-K filed on October 18, 2012, and incorporated herein by reference.
4.1	Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705), and incorporated herein by reference.
4.2	Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 20, 2013 (Registration Statement No. 333-193002) for the Company’s Retirement Savings Plan Rescission offer, incorporated herein by reference.
4.3	Form of Indenture for senior debt securities filed as Exhibit 4.1 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 23, 2008 (File No. 333-151838) and incorporated herein by reference.
10.1	OneSubsea LLC Retirement Savings Plan, effective April 1, 2013, filed as Exhibit 4.4 to the Form S-8 dated June 25, 2013 and incorporated herein by reference.
10.2	Merger of the NATCO Group Profit Sharing And Savings Plan with and into the Cameron International Corporation Retirement Savings Plan, effective March 17, 2010, filed as Exhibit 10.49 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.3*	Individual Account Retirement Plan for Bargaining Unit Employees at the Company's Buffalo, New York Plant, as Amended and Restated effective January 1, 2014.
10.4	The Company's Deferred Compensation Plan for Non-Employee Directors, filed as Exhibit 10.41 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
10.5	The Amended and Restated Cameron International Corporation Nonqualified Deferred Compensation Plan, effective January 1, 2013 filed as Exhibit 10.18 to the Annual Report on From 10-K for 2012 for the Company, and incorporated herein by reference.
10.6	The 2011 Management Incentive Compensation Plan of the Company, incorporated herein by reference to the Company’s 2011 Proxy Statement for the Annual Meeting of Stockholders held on May 3, 2011.

28

Exhibit Number	Exhibit Index Description	Sequential  Page Number
10.7	Cameron International Corporation Equity Incentive Plan, effective January 1, 2013, as amended and restated, filed as an Appendix to the Company’s 2013 Proxy Statement, and incorporated herein by reference.
10.8	Change in Control Policy of the Company, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of the Company, and incorporated herein by reference.
10.9	Form of Change of Control Agreement, effective December 18, 2008, by and between the Company and John D. Carne, John Bartos, Hal J. Goldie,Christopher A. Krummel, William C. Lemmer, Joseph H. Mongrain, Jack B. Moore, Charles M. Sledge and James E. Wright filed as Exhibit 10.17 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
10.10	Form of Change in Control Agreement, effective June 16, 2009, by and between the Company and Mr. H. Keith Jennings, filed as Exhibit 10.52 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.11*	Form of Change in Control Agreement, effective November 16, 2013, by and between the Company and Stephen P. Geiger, R. Scott Rowe, Gary M. Halverson, Owen Serjeant, Brent Baumann, Mark Cordell, Britt Schmidt, Richard Stegall, Patrick Holley, Hunter Jones, and Stefan Radwanski.
10.12	Form of Executive Severance Program of the Company, effective October 17, 2012 filed as Exhibit 10.27 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein  by reference.
10.13	Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and C. Baker Cunningham, Sheldon R. Erikson, Michael E. Patrick, David Ross and Bruce W. Wilkinson, filed as Exhibit 10.32 to the Annual Report on Form 10-K/A for 2002 of the Company, and incorporated herein by reference.
10.14	Form of Indemnification Agreement, effective February 20, 2003, by and between the Company and Mr. Jeff Altamari, Mr. John Carne, Mr. Hal Goldie, Mr. William C. Lemmer, Mr. Jack B. Moore, and  Mr. Charles M. Sledge, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2003 of the Company, and incorporated herein by reference.
10.15	Form of Indemnification Agreement, effective February 7, 2005, by and between the Company and Peter J. Fluor, filed as Exhibit 10.23 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
10.16	Form of Indemnification Agreement, effective July 1, 2008, by and between the Company and Douglas L. Foshee, filed as Exhibit 10.24 to the Annual Report on Form 10-K for 2008 of the Company, and incorporated herein by reference.
10.17	Form of Indemnification Agreement, effective June 12, 2009, by and between the Company and Jon Erik Reinhardsen, filed as Exhibit 10.28 on Form 10-K for 2009 of the Company, and incorporated herein by reference.

29

Exhibit Number	Exhibit Index Description	Sequential  Page Number
10.18	Form of Indemnification Agreement, effective August 13, 2007, by and between the Company and William C. Lemmer, Joseph H. Mongrain and James E. Wright, filed as Exhibit 10.50 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.19	Form of Indemnification Agreement, effective January 1, 2011, by and between the Company and Jeffrey G. Altamari, John C. Bartos, John D. Carne, Mark L. Carter, Gary Devlin, Brad Eastman, Kevin Fleming, Hal J. Goldie, Gary M. Halverson, Grace B. Holmes, H. Keith Jennings, Christopher A. Krummel, Amber Macksey, Jack B. Moore, Edward E. Roper, Owen Serjeant, Charles M. Sledge, and Edward E. Will, filed as Exhibit 10.51 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.20	Form of Indemnification Agreement, effective October 18, 2011, by and between the Company and Rodolfo Landim, filed as Exhibit 10.47 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.21	Form of Indemnification Agreement, by and between the Company and William G. Lamb effective April 12, 2012, and James T. Hackett effective August 1, 2012, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.22*	Form of Indemnification Agreement, effective December 9, 2013, by and between the Company and H. Paulett Eberhart.
10.23	Consent and Third Amendment to Credit Agreement dated as of June 28, 2013, among Cameron International Corporation, Cameron Limited, Cameron GmbH, Cameron (Singapore) Pte. Ltd., Cameron Canada Corporation, Cameron Lux III SARL, the Lenders (as defined therein), Banco Bilbao Vizcaya Argentaria, Standard Chartered Bank, and Citibank N.A., as Syndication Agents, and JPMorgan Chase Bank, N.A., as L/C Issuer and Administrative Agent, filed as Exhibit 10.1 to the Form 8-K filed on July 2, 2013, and incorporated herein by reference.
10.24	Credit Agreement, dated as of April 14, 2008, among the Company and certain of its subsidiaries and the banks named therein and JPMorgan Chase Bank, N.A., as agent, filed as Exhibit 10.1 to the Current Report on Form 8-K dated April 14, 2008, of the Company, and incorporated herein by reference.
10.25	Second Amendment to the Credit Agreement, dated as of June 6, 2011, among the Company and certain of its subsidiaries and the banks named therein and JPMorgan Chase Bank, N.A., as agent, filed as Exhibit 10.38 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.26*	OneSubsea Retirement Savings Plan, effective April 1, 2013.
10.27	Amended and Restated Credit Agreement, dated February 2, 2012, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A., filed as Exhibit 10.39 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.28	First Amendment to the Amended and Restated Credit Agreement, dated July 2, 2012, among the Company and certain of its subsidiaries and the banks named therein and Citibank, N.A. , filed as Exhibit 10.40 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.

30

Exhibit Number	Exhibit Index Description	Sequential  Page Number
10.29*	Consent and Second Amendment to the Amended and Restated Continuing Agreement for Letters of Credit, entered into as of June 28, 2013 between the Company and Citibank, N.A.
10.30	Form of Stock Option Agreement for stock option grants dated November 10, 2005, filed as Exhibit 10.47 to the Annual Report on Form 10-K for 2005 of the Company, and incorporated herein by reference.
10.31	Form of Stock Option Agreement for stock options granted on or after April 1, 2009, filed as Exhibit 10.30 on Form 10-K for 2009 of the Company, and incorporated herein by reference.
10.32	Form of Grant Agreement for stock options granted on or after October 20, 2010, filed as Exhibit 10.39 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.33	Form of Amendment dated October 20, 2010 to Stock Option Agreement, filed as Exhibit 10.49 on Form 10-K for 2011 of the Company, and incorporated herein by reference..
10.34	Form of Stock Option Agreement for stock options granted on or after October 18, 2012, filed as Exhibit 10.46 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.35	Form of Grant Agreement for restricted stock units granted on or after October 20, 2010, filed as Exhibit 10.40 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.36	Form of Grant Agreement for restricted stock units for Executive Officers granted on or after October 20, 2010, filed as Exhibit 10.41 on Form 10-K for 2010 of the Company, and incorporated herein by reference.
10.37	Form of Grant Agreement for restricted stock units granted on or after November 16, 2011, filed as Exhibit 10.55 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.38	Form of Grant Agreement for restricted stock units granted on or after June 21, 2012, filed as Exhibit 10.50 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.39	Form of Grant Agreement for restricted stock units granted on or after January 1, 2013, filed as Exhibit 10.51 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.40	Form of Grant Agreement for restricted stock units for Executive Officers granted on or after November 16, 2011, filed as Exhibit 10.56 on Form 10-K for 2011 of the Company, and incorporated herein by reference.
10.41	Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2011, filed as Exhibit 10.57 on Form 10-K for 2011 of the Company, and incorporated herein by reference.

31

Exhibit Number	Exhibit Index Description	Sequential  Page Number
10.42	Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2012, filed as Exhibit 10.54 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.43	Form of Grant Agreement for performance-based restricted stock units granted on or after January 1, 2013, filed as Exhibit 10.55 to the Annual Report on Form 10-K for 2012 for the Company, and incorporated herein by reference.
10.44*	Form of Grant Agreement for performance-based restricted stock unit awards grants on or after January 1, 2014.
10.45*	Form of Grant Agreement for stock options granted on or after October 17, 2013.
10.46*	Form of Grant Agreement for restricted stock units granted on or after October 17, 2013.
10.47*	Form of Grant Agreement for restricted stock units for Executive Officers granted on or after October 17, 2013.
10.48*	Form of Deferred Stock Unit Agreement for restricted stock units for non-employee directors granted on or after December 9, 2013.
10.49	NATCO Group, Inc. 1998 Employee Stock Option Plan, filed as Exhibit 10.3 to NATCO’s Proxy Statement on Form S-1 (No. 333-48851), and incorporated herein by reference.
10.50	NATCO Group, Inc. 2001 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 24, 2001, and incorporated herein by reference.
10.51	NATCO Group, Inc. 2004 Stock Incentive Plan, filed as Appendix B to NATCO’s Proxy Statement dated May 27, 2004, and incorporated herein by reference.
10.52	NATCO Group, Inc. 2006 Long-Term Incentive Compensation Plan, as Amended and Restated, filed as Exhibit 10.1 to NATCO’s Quarterly Report on Form 10-Q for quarter ended June 30, 2006, and incorporated herein by reference.
10.53	OneSubsea LLC Nonqualified Deferred Compensation Plan, effective April 1, 2013, filed as Exhibit 4.5 to the Form S-8 dated June 25, 2013 and incorporated herein by reference.
13.1*	Portions of the 2013 Annual Report to Stockholders.
14.1	Code of Ethics for Management Personnel, including Senior Financial Officers, filed as Exhibit 14.2 to the Annual Report on Form 10-K for 2004 of the Company, and incorporated herein by reference.
14.2	Cameron Code of Conduct, filed as Exhibit 14.1 to the Current Report on Form 8-K filed August 19, 2009, and incorporated herein by reference.
14.3*	Code of Business Conduct and Ethics for Directors, as amended, effective February 20, 2014.
21.1*	Subsidiaries of registrant.

32

Exhibit Number	Exhibit Index Description	Sequential  Page Number
23.1*	Consent of Independent Registered Public Accounting Firm.
31.1*	Certification.
31.2*	Certification.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith

33

EX-10.3

EXHIBIT 10.3

INDIVIDUAL ACCOUNT RETIREMENT PLAN

FOR

BARGAINING UNIT EMPLOYEES

AT THE CAMERON INTERNATIONAL CORPORATION

BUFFALO, NEW YORK PLANT

(As Amended and Restated Effective as of January 1, 2014)

i

TABLE OF CONTENTS

			PAGE
I.	DEFINITIONS AND CONSTRUCTION		2
	1.01	Definitions	2
	1.02	Number and Gender	7
	1.03	Headings	7
II.	MEMBERSHIP		8
	2.01	Initial Membership	8
	2.02	Membership Classification	8
	2.03	Reemployment Membership	8
III.	CONTRIBUTIONS		9
	3.01	Plan Contributions	9
	3.02	Amount of Company Contributions	9
	3.03	Payment of Company Contributions	10
	3.04	Reinstatement Contributions	10
	3.05	Return of Company Contributions	10
	3.06	Rollover Contributions	10
IV.	ALLOCATIONS AND ADJUSTMENTS TO ACCOUNTS		12
	4.01	Allocations of Contributions	12
	4.02	Valuation of Accounts	12
	4.03	Statutory Limitations on Certain Allocations	12
V.	RETIREMENT BENEFITS		13
VI.	DEATH BENEFITS		14
	6.01	Death Benefits	14
	6.02	Designation of Beneficiaries	14
	6.03	Beneficiary in Absence of a Designated Beneficiary	14
	6.04	Spousal Consent to Beneficiary Designation	14
VII.	DISABILITY BENEFITS		15
	7.01	Amount of Disability Benefit	15
VIII.	BENEFITS FOR OTHER TERMINATION OF EMPLOYMENT; VESTING		16
	8.01	Benefits for Other Termination of Employment	16
	8.02	Vested Interest	16
	8.03	Forfeitures	17
	8.04	Restoration of Forfeitures	17
IX.	TIME AND MANNER OF BENEFIT PAYMENT		18
	9.01	Benefit Commencement	18
	9.02	Minimum Distribution Requirements	20
	9.03	Benefit Payment Forms	23

ii

	9.04	Payment of Death Benefits	26
	9.05	Lump Sum Cash-Out	28
	9.06	Commercial Annuities	29
	9.07	Actuarial Equivalency	29
	9.08	Eligible Rollover Distributions	29
X.	PLAN ADMINISTRATION		30
	10.01	Plan Administrator	30
	10.02	Authority of the Company	30
	10.03	Action by the Company	30
	10.04	Claims Review Procedure	31
	10.05	Qualified Domestic Relations Order	31
	10.06	Indemnification	31
	10.07	Temporary Restrictions	31
XI.	FUNDING AGENT; ADMINISTRATION OF PLAN ASSETS		32
	11.01	Funding Agent	32
	11.02	Company Stock Fund	32
	11.03	Administration of Plan Assets	32
	11.04	Authorization of Benefit Payments and Distributions	34
	11.05	Voting of Company Stock in the Company Stock Fund	34
XII.	FIDUCIARY RESPONSIBILITIES		35
	12.01	General Allocation of Duties	35
	12.02	Fiduciary Liability	35
	12.03	Delegation and Allocation	35
XIII.	AMENDMENTS TO THE PLAN		36
	13.01	Amendments	36
	13.02	Limitations on Plan Amendment	36
	13.03	Election of Former Schedule	36
XIV.	PLAN TERMINATION; PLAN MERGER OR CONSOLIDATION		37
	14.01	Right to Terminate or Discontinue	37
	14.02	Plan Termination or Discontinuance of Contributions	37
	14.03	Merger, Consolidation or Transfer of Assets	37
XV.	VESTING SERVICE; HOUR OF SERVICE		38
	15.01	Vesting Service	38
	15.02	Hour of Service	38
XVI.	MISCELLANEOUS		39
	16.01	Non-Guarantee of Employment	39
	16.02	Payments Solely from Plan Assets	39
	16.03	Facility of Payment	39
	16.04	Non-Alienation of Benefits	39
	16.05	Exclusive Benefit	39

iii

	16.06	Transferred Employment	40
	16.07	Severability	40
	16.08	Applicable Law	40
	16.09	Internal Revenue Service Approval	40
	16.10	Uniformed Services Employment and Reemployment Rights Act Requirements	40
	16.11	No Guarantees	41
	16.12	Plan Administration Communications and Systems	41
XVII.	TAX DEFERRED SAVINGS CONTRIBUTIONS		42
	17.01	Tax Deferred Savings Contribution Election	42
	17.02	Change of Tax Deferred Savings Contribution Election	42
	17.03	Limitation on Tax Deferred Savings Contributions	43
	17.04	Excess Tax Deferred Savings Contributions	43
	17.05	Investment and Administration of Tax Deferred Savings Contributions	43
	17.06	Vesting	44
	17.07	Distribution of Tax Deferred Savings Contributions	44
XVIII.	LOANS		46
	18.01	Eligibility for Loan	46
	18.02	Maximum Loan	46
APPENDIX A  SECTION 415 LIMITATIONS			A-1
APPENDIX B  HISTORICAL COLLECTIVELY BARGAINED CONTRIBUTION RATES			B-1

iv

INDIVIDUAL ACCOUNT RETIREMENT PLANFORBARGAINING UNIT EMPLOYEESAT THE CAMERON INTERNATIONAL CORPORATIONBUFFALO, NEW YORK PLANT (January 1, 2014 Restatement)

PREAMBLE

WHEREAS, Cooper Industries, Inc. established the Individual Account Retirement Plan for Bargaining Unit Employees at the Buffalo, New York Plant (the “Plan”), effective as of January 1, 1988, for the benefit of hourly employees represented by the International Association of Machinists and Aerospace Workers, Local Lodge No. 330, District No. 65 (formerly District No. 76), at its Buffalo, New York facility;

WHEREAS, Cameron International Corporation (the “Company”), which was formerly named Cooper Cameron Corporation, assumed the Plan as of January 1, 1995;

WHEREAS, the Plan has been renamed the Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant; and

WHEREAS, the Company desires to restate the Plan and to amend the Plan in several respects, intending thereby to provide an uninterrupted and continuing program of benefits;

NOW, THEREFORE, the Plan is hereby amended and restated in its entirety as follows with no interruption in time, effective as of January 1, 2014, except as otherwise indicated herein.

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I.DEFINITIONS AND CONSTRUCTION

1.01.   Definitions.  Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

(1) Account:  An individual account established for each Eligible Employee who becomes a Member.  Such account shall be established, maintained, and administered as provided in Article IV.

(2) Account Balance:  The balance credited to the Account of a Member as of any relevant date, to be determined as provided in Article IV.

(3) Allocation Date:  Any date within an Allocation Year on which Contribution Amounts are allocated as provided in Section 4.02.  An “Annual Allocation Date” shall be the last day of an Allocation Year.

(4) Allocation Month:  A period of time which coincides with a calendar month and for which the Company makes contributions pursuant to Section 3.02.

(5) Allocation Year:  A period of time which coincides with a Plan Year and for which the Company makes contributions pursuant to Section 3.02.

(6) Benefit Disbursement Date:  With respect to each Member, the date the first payment is made pursuant to the Plan to provide a benefit for such Member or his Beneficiary.  In the case of an annuity, the Benefit Disbursement Date shall be the first day of the first period for which a payment is payable as an annuity and in the case of a benefit payable in a form other than an annuity, the Benefit Disbursement Date shall be the first day on which all events have occurred which entitle a Member to such benefit.

(6A)Board:  The board of directors of Cameron International Corporation.

(7) Code:  The Internal Revenue Code of 1986, and the regulations issued thereunder, as amended from time to time.

(7A)Committee:  The Cameron Benefits Committee.

(8) Company:  Cameron International Corporation, which as of January 1, 1995, shall be the plan sponsor of the Plan.

(9) Company Contribution:  The contributions made to the Plan by the Company in accordance with the provisions of Section 3.02.

(10) Company Stock:  The common stock of Cameron International Corporation.

(11) Company Stock Fund:  The investment fund established to invest in Company Stock and maintained pursuant to the provisions of Sections 11.01(a) and 11.02.

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(12) Contribution Amount:  The amount of Company Contribution made with respect to each Member as provided in Section 3.02.

(13) Contribution Hour:  An hour of active employment while an active Member of the Plan for which such Member receives pay from the Company, including overtime, holidays, personal days and vacation hours.  A Contribution Hour shall not include any paid hours for any other absence or other periods during which no duties are performed for the Company, except that solely for purposes of Article XVII, a Contribution Hour shall include any paid hour for jury duty, bereavement, or military service.

(14) Controlled Entity:  Each corporation that is a member of a controlled group of corporations, within the meaning of Section 1563(a) (determined without regard to Sections 1563(a)(4) and 1563(e)(3)(C)) of the Code), of which the Company is a member, each trade or business (whether or not incorporated) with which the Company is under common control, and each organization that is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which the Company is a member.

(15) Effective Date:  January 1, 2014, as to this restatement of the Plan, except (A) as otherwise indicated in specific provisions of the Plan and (B) that provisions of the Plan required to have an earlier effective date by applicable statute and/or regulations shall be effective as of the required effective date in such statute and/or regulation and shall apply, as of such required effective date, to any plan merged into this Plan.  The original effective date of the Plan was January 1, 1998.

(16) Eligible Employee:  An Employee who is employed by the Employer and who is represented by International Association of Machinists and Aerospace Workers, Local Lodge No. 330, District No. 65, at the Buffalo, New York facility of the Employer.

(17) Eligible Retirement Plan:  Any of:  an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified plan described in Section 401(a) of the Code, which, under its provisions does, and under applicable law may, accept an Eligible Rollover Distribution, an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for the amounts transferred into such plan from this Plan.  The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code and, with respect to an Eligible Rollover Distribution to be made to an individual retirement account described in Section 408(a) of the Code or an individual retirement annuity described in Section 408(b) of the Code in either case which was established for purposes of receiving such distribution, a designated beneficiary other than a Member’s spouse.  Notwithstanding the foregoing, for purposes of Section 9.08, an Eligible Retirement Plan shall also mean a Roth IRA as provided in section 408A(e) of the Code; provided, however, that a rollover to a Roth IRA (other than a qualified rollover contribution from a Roth IRA or a designated Roth account) will be limited to Participants whose adjusted gross income is equal to or less than $100,000 and who are not married individuals filing a separate return in Plan Years beginning January 1,2008 and January 1, 2009.

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(18) Eligible Rollover Distribution:  All or any portion of a Plan distribution to a Member or a beneficiary who is a deceased Member’s surviving spouse or an alternate payee under a qualified domestic relations order who is a Member’s spouse or former spouse; provided, however, that such distribution is not (i) one of a series of substantially equal periodic payments made at least annually for over a specified period of ten or more years or the life of the Member or beneficiary or the joint lives of the Member and a designated beneficiary, (ii) a distribution to the extent such distribution is required under Section 401(a)(9) of the Code, or (iii) the portion of any distribution which is not includible in gross income (determined without regard to any exclusion of net unrealized appreciation with respect to employer securities).

Notwithstanding the foregoing or any other provision of the Plan, (A) any amount that is distributed from the Plan on account of hardship to a Participant who has not attained age 59½ shall not be an Eligible Rollover Distribution and the distributee may not elect to have any portion of such a distribution paid directly to an Eligible Retirement Plan and (B) a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includable in gross income; provided, however, that such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code or to a qualified plan described in section 401(a) of the Code, an annuity plan described in section 403(a) of the Code or an annuity contract described in section 403(b) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable.

Further, notwithstanding the foregoing or any other provision of the Plan, with respect to a Beneficiary who is a designated beneficiary (as defined in section 401(a)(9)(E) of the Code) other than a Member’s surviving spouse, an Eligible Rollover Distribution includes any distribution of all or any portion of the Accounts of a deceased Member in a direct trustee-to-trustee transfer to (i) an individual retirement account described in section 408(a) of the Code or (ii) an individual retirement annuity described in section 408(b) of the Code, in each case that is (x) established for the purpose of receiving the distribution of such Beneficiary and (y) treated as an inherited individual retirement account or individual retirement annuity within the meaning of section 408(d)(3)(C) of the Code.  Further, section 401(a)(9)(B) of the Code (other than clause (iv) thereof) shall apply to an individual retirement account or individual retirement annuity described in the preceding sentence.

The foregoing notwithstanding, if all or any portion of a distribution during 2009 is treated as an Eligible Rollover Distribution but would not be so treated if the minimum distribution requirements under section 401(a)(9) of the Code had applied during 2009, such distribution shall not be treated as an Eligible Rollover Distribution for purposes of sections 401(a)(31), 402(f) or 3405(c) of the Code.

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(19) Eligible Surviving Spouse:  For purposes of Section 9.03(a), the spouse to whom a Member is married on his Benefit Disbursement Date.  For purposes of Section 9.04(a), the spouse to whom a Member was married on the date of his death.  For purposes of Section 9.04(d), the spouse to whom a former Member was married on the date of his death.

(20) Employee:  Any individual employed by the Company or a Controlled Entity.

(21) Employer:  The Turbocompressor Division of the Company.

(22) ERISA:  The Employee Retirement Income Security Act of 1974, and the regulations issued thereunder, as amended from time to time.

(23) Funding Agent:  The legal reserve life insurance company or corporate trustee selected to hold and/or invest assets of the Plan, and if and when directed, to pay benefits provided under the Plan.  Where there is more than one Funding Agent, the term “Funding Agent” shall refer to all such Funding Agents.

(24) Hour of Service:  The measure of service credited to an Employee pursuant to the provisions of Section 15.02.

(25) Leased Worker:  Any person (other than a person who is an employee without regard to this Paragraph 1.01(25)) engaged in performing services for a Controlled Entity (the “recipient”) pursuant to an agreement between the recipient and any other person (“Leasing Organization”) who meets the following requirements:

(a)he has performed services for one or more Controlled Entities (or for any other “related persons” determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year;

(b)such services are performed under primary direction or control by the Company or a Controlled Entity; and

(c)he is not participating in a “safe harbor plan” of the Leasing Organization.  (For this purpose a “safe harbor plan” is a plan that satisfies the requirements of Section 414(n)(5) of the Code, which will generally be a money purchase pension plan with a nonintegrated company contribution rate of at least 10% of compensation and which provides for immediate participation and full and immediate vesting).

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A person who is a Leased Worker during any taxable year beginning after December 31, 1983, shall also be considered an employee of a Controlled Entity during such period (and solely for the purpose of determining length of service for vesting purposes, and shall also be considered to have been an employee for any earlier period in which he was a Leased Worker) but shall not be a Member and shall not otherwise be eligible to become covered by the Plan during any period in which he is a Leased Worker.  Notwithstanding the foregoing, the sole purpose of this Paragraph 1.01(25) is to define and apply the term “Leased Worker” strictly (and only) to the extent necessary to satisfy the minimum requirements of Section 414(n) of the Code relating to “leased employees.”  This Section 1.01(25) shall be interpreted, applied and, if and to the extent necessary, deemed modified without formal amendment of language, so as to satisfy solely the minimum requirements of Section 414(n) of the Code.

(26) Leave of Absence:  Any absence authorized by the Company under the Company’s standard personnel practices.

(27) Member:  An Eligible Employee who has met the eligibility requirement for participation in the Plan as set forth in Article II.

(28) One-Year Break-In-Service:  Any Plan Year during which an Employee is credited with less than 501 Hours of Service as defined in Article XV; provided, however, that no Employee shall incur a One-Year Break-In-Service solely by reason of an absence due to the birth of a child of the Employee, the pregnancy of the Employee, the placement of a child with the Employee on account of the adoption of such child by such employee, or the caring for a child by the Employee for a period beginning following the birth or placement of such child, with respect to the Plan Year in which such absence begins, if the Employee otherwise would have incurred a One-Year Break-In-Service or, in any other case, in the immediately following Plan Year.

(29) Plan:  Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant, a profit-sharing plan, as set forth herein and as amended hereafter from time to time.

(30) Plan Year:  Each twelve-consecutive month period commencing January 1 and terminating on the subsequent December 31.

(31) Qualified Military Service:Any service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code or its successor) by an Employee who is entitled to reemployment rights under such chapter with respect to such service.

(32) Retirement Age:  Age 65.

(33) Retirement Date:  The date on which an active or inactive Member terminates employment with the Company upon or after attaining his Retirement Age.

(34) Rollover Contributions:  The rollover contributions made to the Plan in accordance with the provisions of Section 3.06.

(35) Service:  A Member’s Service for purposes of the Plan shall be determined in accordance with the rules set forth in Article XV.

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(36) Tax Deferred Savings Contributions:  The cash or deferred arrangements contributions made to the Plan in accordance with the provisions of Article XVII.

(37) Total and Permanent Disability:  A Member shall be considered totally and permanently disabled if such Member has been determined to be disabled under any Company-sponsored long-term disability plan, or if such Member is not eligible for coverage under any such plan, then such Member shall be considered totally and permanently disabled if such Member has been determined eligible to receive Social Security disability benefits under the federal Social Security Act.  A Member shall cease to be Permanently and Totally Disabled for purposes of the Plan as of the date he ceases to be eligible for such benefits.

(38) Vested Interest:  The percentage of a Member’s Account which, pursuant to the Plan, is nonforfeitable.

(39) Vesting Service:  As defined in Article XV, the measure of service used in determining a Member’s Vested Interest.

1.02.    Number and Gender.  Wherever appropriate herein, words used in the singular shall be considered to include the plural and the plural to include the singular.  The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

1.03.    Headings.  The headings of Articles and Sections herein are included solely for convenience and if there is any conflict between such headings and the text of the Plan, the text shall control.

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II.  MEMBERSHIP

2.01.   Initial Membership.  An Eligible Employee shall become a Member as of the later of (i) the Effective Date, or (ii) the date on which he becomes an Eligible Employee.

2.02.   Membership Classification.  A Member shall be either an “active”, an “inactive”, or a “former” Member.  A Member while actively employed as an Eligible Employee shall be an active Member.  A Member who ceases to be an Eligible Employee and (i) who remains employed by the Company or (ii) who is on Leave of Absence or layoff, shall be an inactive Member.  An active or inactive Member who terminates employment with the Company, or an inactive Member described in clause (ii) of the next preceding sentence who has terminated employment with the Company and whose Leave of Absence or layoff has expired, shall be a former Member so long as he retains an Account Balance in his Account.

2.03.   Reemployment Membership.  A former Employee who was a Member prior to a termination of his employment shall become an active Member again on the date of his reemployment as an Eligible Employee.  A former Employee who was a Member prior to a termination of his employment shall become an inactive Member on the date of his reemployment by the Company or a Controlled Entity in an employment status other than as an Eligible Employee.

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III.  CONTRIBUTIONS

3.01.    Plan Contributions.  Unless specifically provided otherwise, all contributions to the Plan shall be made by the Company and Members shall not be required or permitted to make contributions to the Plan.

3.02.    Amount of Company Contributions.  For each Allocation Month, the Company shall contribute an amount equal to the total of the Contribution Amounts for all active Members of the Plan for the Allocation Month minus the Section 8.03 forfeitures applicable to the Plan for such Allocation Month.  The monthly Contribution Amount for each Member of the Plan shall be the total of each “pay period contribution” for the Member for each “pay period” during the “Member’s contribution period” ending within the Allocation Month, with each “pay period contribution” for the Member being determined by multiplying the Member’s Contribution Hours for the “pay period” by the contribution rate listed in the table below:

Effective Date of Contribution Rate	Contribution Rate
On and after July 30, 2007 but before August 2, 2010	$	1.20
On and after August 2, 2010 but before August 1, 2011	$	1.30
On and after August 1, 2011 but before August 6, 2012	$	1.35
On and after August 6, 2012 but before August 6, 2013	$	1.50
On and after August 6, 2013 but before August 6, 2014	$	1.65
On and after August 6, 2014	$	1.80

A “Member’s contribution period” is the period beginning as of the first day of the Member’s first “pay period” ending within an Allocation Month and ending on the last day of the Member’s final pay period ending within the same Allocation Month.  A Member’s “pay period” is the periodic payroll period for which the Member is compensated by the Company.  Any Company contributions allocated for the benefit of a Member, together with any net income (or net loss) allocated thereto, shall be held in the Member’s Account.

In addition to the Company Contributions set forth above which are allocated to Members’ Accounts pursuant to Article IV, each Member who elected to transfer the value of his benefits under the Pension Plan for Employees in the Machinists Bargaining Unit, District No. 76 at the Cheektowaga, New York Plant (“Prior Plan Benefits”) shall have a separate subaccount in which he is 100% vested maintained, adjusted and distributed in accordance with the provisions of the Plan relating to the rest of his Account.

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3.03.    Payment of Company Contributions.  The Company may make payment of the Company Contributions for any Allocation Year and/or Allocation Month on any date or dates it elects; provided, however, that the total amount of the Company Contributions to the Plan for any Allocation Year shall be paid in full not later than the last day for filing the Company’s federal income tax return for such Allocation Year (including extensions thereof).  Company Contributions shall be paid directly to the Funding Agent.

3.04.    Reinstatement Contributions.  In any case where a reemployed former Member becomes entitled to the reinstatement of the “forfeitable portion of his Account” as provided in Section 8.04, the Company shall contribute to the Funding Agent such forfeitable portion of his Account.  Any such contribution shall be made as soon as practicable following the date of the reemployment of the former Member.  Such contribution and the allocation thereof under Section 4.01 shall be made in such manner as is necessary to avoid a violation of the limitations referred to in Section 4.03.

3.05.    Return of Company Contributions.  In the event any Company Contribution to the Plan made by the Company or its Controlled Entities:

(a)is made under a mistake of fact, or

(b)is conditioned upon deduction of the contribution under Section 404 of the Code and such deduction is disallowed, or

(c)is conditioned upon qualification of the Plan under Section 401(a) of the Code and the Plan does not so qualify,

such a contribution may be returned by the Funding Agent to the Company or its Controlled Entities within one year after the payment of the contribution, the disallowance of the deduction to the extent disallowed, or the date of denial of the qualification of the Plan, whichever is applicable, if demand therefor is made by the Company or its Controlled Entities within the time allowed by law.

3.06.    Rollover Contributions.

(a)Rollover Contributions may be made to the Plan by any Eligible Employee of amounts received by such Eligible Employee from an individual retirement account or annuity or from an employees’ trust described in section 401(a) of the Code, which is exempt from tax under section 501(a) of the Code, but only if any such Rollover Contribution is made pursuant to and in accordance with applicable provisions of the Code and Treasury regulations promulgated thereunder.  A Rollover Contribution of amounts that are “eligible rollover distributions” within the meaning of section 402(f)(2)(A) of the Code may be made to the Plan irrespective of whether such eligible rollover distribution was paid to the Eligible Employee or paid to the Plan as a “direct” Rollover Contribution.  A direct Rollover Contribution to the Plan may be effectuated only by wire transfer directed to the Funding Agent or by issuance of a check made payable to the Funding Agent, which is negotiable only by the Funding Agent and which identifies the Eligible Employee for whose benefit the Rollover Contribution is being made.  Any Eligible Employee desiring to effect a Rollover Contribution to the Plan must execute and file with the Committee the form prescribed by the Committee for such purpose.  The Committee may require as a condition to accepting any Rollover Contribution that such Eligible Employee furnish any evidence that the Committee in its discretion deems satisfactory to establish that the proposed Rollover Contribution is in fact eligible for rollover to the Plan and is made pursuant to and in accordance with applicable provisions of the Code and Treasury regulations.  All Rollover Contributions to the Plan must be made in cash.

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(b)An Eligible Employee who has made a Rollover Contribution in accordance with this Section but who has not otherwise become a Member of the Plan in accordance with Article II, shall become a Member coincident with such Rollover Contribution; provided, however, that such Member shall not have a right to share in Company contributions hereunder until he has otherwise satisfied the requirements imposed by Article II.

(c)A Rollover Contribution shall be credited to the Account of the Eligible Employee for whose benefit such Rollover Contribution is being made as of the date such Rollover Contribution is made.  Any Rollover Contributions which are credited to a Member’s Account shall be commingled for investment purposes with other Plan assets.  The Funding Agent shall account for the Rollover Contributions (and the net income (or net loss) allocable thereto) of a Member separately in accordance with the procedures applicable to Accounts in general.  A Member shall be 100% vested at all times in the value of his Rollover Contributions.  Except as specifically provided in this Section 3.06, Rollover Contributions shall be held and administered in accordance with the procedures applicable to Company contributions credited to Accounts.

(d)Notwithstanding the preceding Paragraphs, this Section shall not be effective unless and until the Committee, by appropriate action, elects to make this Section effective.

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IV.    ALLOCATIONS AND ADJUSTMENTS TO ACCOUNTS

4.01.   Allocations of Contributions.  Each active Member shall have allocated to his Account (i) the Contribution Amount which is applicable to him for each Allocation Year or Allocation Month as provided in Section 3.02 and (ii) the Tax Deferred Savings Contributions (including catch-up contributions), if any, made on behalf of a Member by the Employer as provided in Section 17.01.

4.02.   Valuation of Accounts.  All amounts contributed to the Funding Agent shall be invested as soon as administratively feasible following their receipt by the Funding Agent, and the balance of each Account shall reflect the result of daily pricing of the assets in which such Account is invested from the time of receipt by the Funding Agent until the time of distribution.

4.03.   Statutory Limitations on Certain Allocations.  It is the intent of the Plan that allocations made under this Article IV shall be in compliance with the benefit limitations of Section 415 of the Code.  Accordingly, the limitations set forth in Appendix A to the Plan shall apply to the allocations made under this Article IV.

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V.    RETIREMENT BENEFITS

As of a Member’s Retirement Date, such Member shall be entitled to a retirement benefit payable at the time and in the form provided in Article IX, equal to his Account Balance on his Benefit Disbursement Date.  Any Contribution Amount allocable to a Member’s Account after his Benefit Disbursement Date shall be distributed, if his benefit was paid in a lump sum, or used to increase his payments, if his benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such Contribution Amount is paid to the Funding Agent.

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VI.   DEATH BENEFITS

6.01.    Death Benefits.  In the event of the death of an active or inactive Member (“deceased Member,” for purposes of this Section 6.01), the deceased Member’s designated beneficiary shall be entitled to a death benefit payable at the time and in the form provided in Section 9.04, equal to the deceased Member’s Account Balance on his Benefit Disbursement Date.  Any Contribution Amount allocable to a deceased Member’s Account after his Benefit Disbursement Date shall be distributed, if the death benefit was paid in a lump sum, or used to increase payments, if the death benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such Contribution Amount is paid to the Funding Agent.

6.02.    Designation of Beneficiaries.  The spouse of each married Member shall be the Beneficiary of such Member to whom payment of a death benefit determined under Section 6.01 shall be made; provided, however, that a Member may designate a person or persons other than his spouse as his beneficiary if the requirements of Section 6.04 are met.  Each Member who is unmarried may designate any person or persons as his Beneficiary or Beneficiaries to whom payment of a death benefit determined under Section 6.01 shall be made in the event of the death of such Member.

6.03.    Beneficiary in Absence of a Designated Beneficiary.  If a deceased Member with respect to whom death benefits are payable as provided in Section 6.01 does not have a surviving spouse and if no Beneficiary has been designated pursuant to the provisions of Section 6.02, or if no Beneficiary survives such Member, then the Beneficiary of such Member shall be the Beneficiary established under the following priority listing:

(i) the beneficiary named under a group term life insurance program sponsored by the Company,

(ii) if there is no beneficiary under subparagraph (i) above, the beneficiary named under any other program sponsored by the Company which provides for a death benefit,

(iii) if there is no beneficiary under subparagraph (i) or (ii) above, the children of the deceased Member, and

(iv) if there is no beneficiary under subparagraph (i), (ii) or (iii) above, the executor or administrator of the deceased Member’s estate, as the case may be.

6.04.    Spousal Consent to Beneficiary Designation.  In the event a Member is married, any election to designate a beneficiary other than his spouse as Beneficiary or to change the form of payment applicable to such Member, shall be effective and may be changed only if the Member’s spouse consents in writing thereto and such consent acknowledges the effect of such action and is witnessed by a Plan representative or a notary public, unless a Plan representative finds that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder.

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VII.   DISABILITY BENEFITS

7.01.    Amount of Disability Benefit.  In the event of the Total and Permanent Disability of an active Member such Member shall be entitled to a disability benefit, payable at the time and in the form provided in Article IX, equal to his Account Balance on his Benefit Disbursement Date.  Any Contribution Amount allocable to a Member’s Account after his Benefit Disbursement Date shall be distributed, if his benefit was paid in a lump sum, or used to increase his payments, if his benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such Contribution Amount is paid to the Funding Agent.

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VIII.   BENEFITS FOR OTHER TERMINATION OF EMPLOYMENT; VESTING

8.01.   Benefits for Other Termination of Employment.  Each active or inactive Member whose employment is terminated prior to attaining his Retirement Age for any reason other than Total and Permanent Disability or death shall be entitled to a termination benefit, payable at the time and in the form provided in Article IX, equal to his Vested Interest in his Account Balance on his Benefit Disbursement Date.  A Member’s Vested Interest in any Contribution Amount allocable to his Account after his Benefit Disbursement Date shall be distributed, if his benefit was paid in a lump sum, or used to increase his payments, if his benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such Contribution Amount is paid to the Funding Agent.

8.02.   Vested Interest.  (a) Except as provided in paragraph (b) or (c) of this Section 8.02, a Member’s Vested Interest in his Account (other than the value of Tax Deferred Savings Contributions, including catch-up contributions, and Rollover Contributions) on any determination date shall be determined by reference to such Member’s full years of Vesting Service as of such date in accordance with the following vesting schedules, as applicable:

(i) With respect to the portion of a Member’s Account attributable to Company Contributions in respect of Plan Years beginning prior to January 1, 2009:

Full Years of Vesting Service	Vested Interest
Less than 3 years		0	%
3 years		33	%
4 years		67	%
5 or more years		100	%

(ii) With respect to the portion of a Member’s Account attributable to Company Contributions in respect of Plan Years beginning on and after January 1, 2009:

Full Years of Vesting Service	Vested Interest
Less than 2 years		0	%
2 years		33 1/3	%
3 years		66 2/3	%
4 or more years		100	%

(iii) Any Company Contributions that are credited to a Member’s Account shall be deposited with the Funding Agent and commingled for investment purposes with other Plan Assets. For each member, the Funding Agent shall account separately, in two subaccounts, for (i) any Company Contributions credited to the Member’s Account that are attributable to Plan Years beginning prior to January 1, 2009 and (ii) any Company Contributions credited to the Member’s Account that are attributable to Plan Years beginning on and after January 1, 2009.  Except as specifically provided in this Section 8.02, Company Contributions shall be held and administered in accordance with the procedures applicable to contributions credited to Accounts.

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(b)In any case where the forfeitable portion of a former Member’s Account is forfeited upon a Forfeitable Event as provided in Section 8.03, the nonforfeitable portion of such Account upon such forfeiture shall then become the former Member’s entire Account and the former Member’s Vested Interest therein shall be 100%.  In the event such former Member shall once again become an active or inactive Member on a subsequent date, such Member’s existing Account with a Vested Interest of 100% shall become a separate account within the Member’s new Account under the plan, and such separate account shall continue to have a Vested Interest of 100%.  Any such separate account shall be maintained until such time as the Member’s Vested Interest in his entire Account shall become 100%.

(c)Upon the occurrence of one of the events listed in (i), (ii), or (iii) below, the Vested Interest of a Member or former Member, as the case may be, in his Account shall become 100%:

(i) An active or inactive Member’s Retirement Date (See Article V);

(ii) The death of an active or inactive Member (See Article VI); or

(iii) An active Member’s Total and Permanent Disability (see Article VII).

8.03.   Forfeitures.  At the time a Member terminates employment with the Company and its Controlled Entities prior to attaining Retirement Age for any reason other than Total and Permanent Disability or death, a “Forfeitable Event” occurs which is either (i) distribution of the non-forfeitable portion of the Member’s Account or (ii) five (5) consecutive One-Year Breaks-In-Service.  Upon the occurrence of a Forfeitable Event, the forfeitable portion of his Account shall be forfeited and such forfeited amount shall be applied against the Company’s next contribution obligation under the Plan.  Upon the forfeiture of the forfeitable portion of a Member’s Account, such forfeited amount shall cease to be a part of such Member’s Account.

8.04.   Restoration of Forfeitures.  If a Member who has a Vested Interest of less than 100% in his Account incurs a forfeiture pursuant to Section 8.03, such forfeited amount shall be restored to his Account upon reemployment covered by the Plan, if such reemployment occurs prior to the date on which he would have incurred five consecutive One-Year Breaks-In-Service or the number of consecutive One Year Breaks-In-Service equal to his years of Vesting Service prior to his termination of employment or five (5) years after reemployment.  Any restoration shall be made from the assets of the special contribution of the Company which shall not constitute an “annual addition” within the meaning of Section 415 of the Code.  The repayment period will be the earlier of five consecutive One-Year Breaks-In-Service or five years from the date of reemployment with the Employer.

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IX.   TIME AND MANNER OF BENEFIT PAYMENT

9.01.   Benefit Commencement.  (b) Subject to the provisions of paragraphs (c) and (d) of this Section 9.01 and Section 9.05, with respect to a benefit payable to or with respect to a Member pursuant to Article V (retirement), Article VI (death) or Article VII (disability), the Benefit Disbursement Date shall be within the 90 day period following the date the Member or his Beneficiary becomes entitled to such benefit.

(b)Subject to the provisions of paragraphs (c) and (d) of this Section 9.01, with respect to a benefit payable to a Member pursuant to Article VIII (other termination of employment), the Benefit Disbursement Date shall be within the 90 day period following the date such Member attains his Retirement Age; provided, however, that such Member may elect a Benefit Disbursement Date which is after his termination of employment and prior to attainment of Retirement Age.

(c)Notwithstanding the foregoing provisions of this Section 9.01, the Committee for the Plan from which a benefit is to be paid may designate a later Benefit Disbursement Date and, upon notification thereof to such Member or Beneficiary, as the case may be, such designated date shall become the Benefit Disbursement Date; provided, however, that in no event shall a Benefit Disbursement Date be later than the 60th day following the close of the Plan Year during which the Member attains, or would have attained, age 65 or, if later, the date he terminated employment with the Company. If the amount of benefit payment required to commence by a certain date in accordance with the Plan cannot be ascertained by such date, or if it is not possible to commence benefit payments on such date because the Committee has been unable to locate the Member or Beneficiary, as the case may be, after making reasonable efforts to do so, a payment retroactive to such date may be made no later than 60 days after the earliest date on which the amount of such benefit payment can be ascertained under the Plan, or the date on which the Member or Beneficiary, as the case may be, is located, whichever is applicable.

(d)Notwithstanding any provision in the Plan to the contrary, all distributions required under this Article IX shall be determined and made in accordance with the regulations under Section 401(a)(9) of the Code, including the minimum distribution incidental benefit requirements of Section 1.401(a)(9)-2 of the regulations.  The entire interest of a Member in his Account must be distributed or must begin to be distributed no later than the Member’s Mandatory Distribution Date.  A Member’s Mandatory Distribution Date will be determined as follows:

(i)The Mandatory Distribution Date of a Member who has attained age 70½ before January 1, 2001, shall be April 1 of the calendar year following the calendar year in which such Member attains the age 70½.

(ii)The Mandatory Distribution Date of a Member who attains age 70½ after  December 31, 2000, shall be April 1 of the calendar year following the later of (A) the calendar year in which such Member attains the age 70½ or (B) the calendar year in which such Member retires from his employment with the Company (provided, however, that clause (B) of this sentence shall not apply in the case of a Member who is a “five-percent owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains the age 70½).

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(iii)In the case of a benefit payable pursuant to Article VI, the Mandatory Distribution Date shall be (A) if payable to other than the Member’s spouse, the last day of the one-year period following the death of such Member or (B) if payable to the Member’s spouse, after the date upon which such Member would have attained the age 70½, unless such surviving spouse dies before payments commence, in which case the Mandatory Distribution Date may not be deferred beyond the last day of the one-year period following the death of such surviving spouse.

The preceding provisions of this Section notwithstanding, a Member may not elect to defer the receipt of his benefit hereunder to the extent that such deferral creates a death benefit that is more than incidental within the meaning of section 401(a)(9)(G) of the Code and applicable Treasury regulations thereunder.  Further, a Member (other than a Member who is a “five-percent owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains the age 70½) who attains age 70½ in calendar year 1998, 1999 or 2000 may elect to defer his Mandatory Disbursement Date until no later than April 1 of the calendar year following the later of (A) the calendar year in which such Member attains the age 70½ or (B) the calendar year in which such Member terminates his employment with the Company, provided, that such election is made by the end of the calendar year in which such Member attains age 70½.

(e)Notwithstanding any provision to the Plan to the contrary, distributions to a Member, if not made in a single lump sum, may only be made over one of the following periods (or a combination thereof):

(1) The life of the Member,

(2) The life of the Member and his Beneficiary,

(3) A period certain not extending beyond the life expectancy of the Member, or

(4) A period certain not extending beyond the joint and last survivor expectancy of the Member and his Beneficiary.

(f)If the Member dies on or after the Member’s Mandatory Distribution Date, the remaining portion of the Member’s Account must continue to be distributed at least as rapidly as under the method of distribution in effect at the Member’s death.

(g)Notwithstanding the provisions of the Plan regarding availability of distributions from the Plan upon “termination of employment,” a Member’s Accounts shall be distributed on account of the Member’s “severance from employment” as such term is used in Section 401(k)(2)(B)(i)(I) of the Code.  Notwithstanding the foregoing, a Member’s deemed severance from employment pursuant to Section 414(u)(12)(B)(i) shall not be a “severance from employment,” and, therefore, such Member shall not be eligible for a distribution under the Plan as a result of such deemed severance.”

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9.02.    Minimum Distribution Requirements.  (a)The provisions of this Section 9.02 will take precedence over any inconsistent provisions of the Plan.

(b)All distributions required under this Section 9.02 will be determined and made in accordance with the Treasury regulations under  Section 401(a)(9) of the Code.

(c)Notwithstanding the other provisions of this Section 9.02, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(d)The Member’s entire interest will be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date.  If the Member dies before distributions begin, the Member’s entire interest will be distributed, or begin to be distributed, no later than as follows:

1.If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70½, if later.

2.If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

3.If there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

4.If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to the surviving spouse begin, this Paragraph (disregarding item (1) above), will apply as if the surviving spouse were the Member.

For purposes of this Paragraph (d) and Paragraph (f) below, unless item (4) above applies, distributions are considered to begin on the Member’s Required Beginning Date. If item (4) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under item (1) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving spouse before the date distributions are required to begin to the surviving spouse under item (1) above), the date distributions are considered to begin is the date distributions actually commence.  Unless the Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Paragraphs (e) and (f) of this Section 9.02, whichever is applicable. If the Member’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

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(e)During the Member’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

1.the quotient obtained by dividing the Member’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

2.if the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the Member’s spouse, the quotient obtained by dividing the Member’s Account Balance by the number in the Joint and Last Survivor Table set forth in  Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s and spouse’s attained ages as of the Member’s and spouse’s birthdays in the Distribution Calendar Year.

Required minimum distributions will be determined under this Paragraph (e) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

(f)If the Member dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the longer of the remaining Life Expectancy of the Member or the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as follows:

1.The Member’s remaining Life Expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

2.If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Member’s death using the surviving spouse’s age as of the spouse’s birthday in that year.  For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

3.If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Designated Beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent year.

If the Member dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

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(g)If the Member dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as provided in item (1), (2) or (3) of Paragraph (f), whichever is applicable.  If the Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.  If the Member dies before the date distributions begin, the Member’s surviving spouse is the Member’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under item (1) of Paragraph (d), this Paragraph (g) will apply as if the surviving spouse were the Member.  Notwithstanding the foregoing, if the Member dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Paragraph (d) above but the Member’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Member’s death. If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to either the Member or the surviving spouse begin, this Paragraph will apply as if the surviving spouse were the Member.

(h)For purposes of this Section 9.02, the following terms and phrases shall have these respective meanings:

1.Designated Beneficiary:  The individual who is designated as a Member’s Beneficiary under Section 6.02 of the Plan and is a Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-4 of the Treasury regulations.

2.Distribution Calendar Year:  A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Paragraph (d).  The required minimum distribution for the Member’s first Distribution Calendar Year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

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3.Life Expectancy.  Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

4.Member’s Account Balance.  The balance in a Member’s Accounts as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Member’s Accounts as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. A Member’s Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

5.Requiring Beginning Date.  With respect to a Member or Beneficiary, the date described in Section 9.01(d) of the Plan.

(i)Notwithstanding this Section 9.02 of the Plan, a Member or beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Section 401(a)(9)(H) of the Code (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Member, the joint lives (or joint life expectancy) of the Member and the Member’s designated beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will not receive those distributions for 2009 unless the Member or beneficiary elects to receive such distributions.  Members and beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence.  In addition, notwithstanding the first paragraph of Section 1.01(18) of the Plan, and solely for purposes of applying the direct rollover provisions of the Plan, certain additional distributions in 2009 will be treated as eligible rollover distributions.

9.03.   Benefit Payment Forms.  (d) With respect to a benefit payable to a Member pursuant to Article V (retirement), Article VII (disability), or Article VIII (other termination of employment), the standard form of benefit for any Member who does not die prior to his Benefit Disbursement Date and who is unmarried on his Benefit Disbursement Date shall be an immediate single life annuity and the standard form of benefit for any Member who does not die before his Benefit Disbursement Date and who is married on his Benefit Disbursement Date shall be an immediate 50% joint and survivor annuity.  Any such single life annuity shall be a commercial annuity for the life of the Member.  Any such joint and survivor annuity shall be a commercial annuity which is payable for the life of the Member with a survivor annuity for the life of the Member’s Eligible Surviving Spouse equal to 50% of the amount of the annuity payable during the joint lives of the Member and such Member’s Eligible Surviving Spouse.  The standard form of benefit will be automatically paid as provided in this Section 9.03(a) unless the Member has elected not to receive his benefit payments in such form by executing an “Application for Retirement Benefits Form” during the election period described in Section 9.03(d); provided, however, that the spouse of any married Member consents in writing to such election pursuant to the provisions of Section 9.03(e).  Any election may be revoked and subsequent elections may be made, or revoked, at any time any number of times during such election period.  If the Member has elected not to receive the standard form of benefit as provided herein, such Member’s benefit shall be paid in one of the benefit payment forms under Section 9.03(c), as selected by such Member.

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(b)With respect to a benefit payable to a Member pursuant to Article V (retirement), Article VII (disability), or Article VIII (other termination of employment), who is not married on his Benefit Disbursement Date the form of benefit payment shall be a single life annuity under Section 9.03(c)(i), unless such Member selects another benefit payment form provided in Section 9.03(c).  The furnished information shall also describe for the Member the consequences of failing to defer his Benefit Disbursement Date.

(c)Subject to the provisions of paragraphs (a) and (b) of this Section 9.03, the Member may select to receive his benefit in one of the following forms:

(i)A commercial annuity in the form of a single life annuity for the life of such Member;

(ii)A commercial annuity in the form of a cash refund annuity;

(iii)A commercial annuity for a term certain of ten (10) years and continuous for the life of the Member if he survives such term certain;

(iv)A commercial annuity payable for the life of such Member with a survivor annuity for the life of his Beneficiary which shall be equal to 50%, 75%, or 100% of the annuity payable during the joint lives of the Member and such Member’s Beneficiary; or

(v)A lump sum payment (provided, however, that such Member may elect to receive the Vested Interest in his Account which is invested in the common stock of the Company distributed in the form of whole shares of such stock with the value of any fractional shares to be paid in cash).

Notwithstanding the foregoing provisions of this Section 9.03(c), the following additional requirements must be satisfied:

(1) The benefit payment form described in Section 9.03(c) (iii) above shall only be available if the present value of the total payments actuarially expected to be made to the Member shall be more than 50% of the present value of the total payments actuarially expected to be made to the Member and his Beneficiary.

(2) Any payment under a benefit payment form described in this Section 9.03(c) must satisfy the distribution requirement described in Section 9.01(d).

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(3) The form of payment to the Member or to the Member and his Beneficiary must be payable over a period of time which does not exceed the longer of:  (i) the life expectancy of the Member, or (ii) the joint and last survivor life expectancy of the Member and his Beneficiary.

(4) Distributions due to the termination of the Plan will be made in accordance with the modes of distributions provided for in the Plan in Section 9.03(c)(i), (ii), (iii), (iv), (v) and (vi) above.

(5) Annuity starting date is defined as (i) the first day of the first period for which an amount is payable as an annuity, or (ii) in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitle the Member to such benefit.

(d)Subject to the provisions of Section 9.03(e) with respect to any election described in Section 9.03(a), the Committee shall furnish, or shall cause to be furnished, certain information, pertinent to such election, to each Member no less than thirty days (unless such thirty-day period is waived by an affirmative election in accordance with the Code and applicable Treasury regulations) and no more than one hundred eighty days before his Benefit Disbursement Date.  The furnished information shall be written in nontechnical language in a manner calculated to be understood by the average Member and shall include the following specific information relating to each of the standard and optional forms of benefits available under the Plan (for purposes of this paragraph, “form of benefit”) to the Member with a Benefit Disbursement Date for which the explanation applies: (1) a description of the form of benefit, (2) a description of the eligibility conditions for the form of benefit, (3) a description of the financial effect of electing the form of benefit, (4) a description of any other material features of, and an explanation of the relative values of, the form of benefit and (5) such other information and statements as may be required under applicable Treasury regulations.  The period of time during which a Member may make or revoke such election shall be the one-hundred-eighty-day period ending on such Member’s Benefit Disbursement Date provided that such election may also be revoked at any time prior to the expiration of the seven-day period that begins the day after the information described in this Section 9.03(d) is furnished to the Member.

(e)In the event a benefit under the Plan is to be paid to a Member in the standard joint and survivor annuity form under Section 9.03(a) and such Member elects another form of benefit payment which will not provide his spouse with a lifetime survivor annuity which is at least 50% of the amount of the annuity payable during the joint lives of the Member and the spouse, such benefit shall be paid in such form only if such Member’s spouse consents thereto in writing.  Any spousal consent given pursuant to this provision shall acknowledge the effect of such form of payment and shall be witnessed by a Plan representative or a notary public, unless a Plan representative finds that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder.  A vested Member (i) may elect, with the written consent of his or her spouse, not to take the qualified preretirement survivor annuity, and (ii) may revoke an election not to take the preretirement survivor annuity, or choose again to take a preretirement survivor annuity at any time, and any number of times, within the applicable election period.  This period is defined in Section 417(a)(6)(B) of the Code as from the first day of the first Plan Year in which the Member attains age thirty-five (but in the case of a Member who is separated from service, with respect to benefits accrued under the Plan before the date of such separation, no later than the date of such separation from service) until the Member’s death.

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(f)Notwithstanding any other provision of the Plan to the contrary, in no event shall any provision of the Plan restrict the availability of an alternate form of benefit to a certain select group or classification of Members or Beneficiaries.

9.04.   Payment of Death Benefits.

(a)The standard form of death benefit payable with respect to a Member who dies while employed by the Employer and who leaves an Eligible Surviving Spouse shall be an immediate survivor annuity.  Such survivor annuity shall be a commercial annuity payable for the life of the Eligible Surviving Spouse.  Such a Member may elect not to have the standard form of death benefit payable to his Eligible Surviving Spouse by designating a person other than his Eligible Spouse as his Beneficiary pursuant to the provisions of Sections 6.02 and 6.04.  Any such election may be made before the first day of the Plan Year in which a Member attains the age of thirty-five only (A) after the Member separated from service and only with respect to benefits accrued under the Plan before the date of such separation or (B) in the case of a Member who has not separated from service, if the Member has been furnished the information described below, with such election to become invalid upon the first day of the Plan Year in which the Member attains the age of thirty-five, whereupon a new election may be made by such Member. The Committee shall furnish, or shall cause to be furnished to each Member, a written explanation regarding the survivor annuity death benefit within the period beginning with the first day of the Plan Year in which he attains the age of thirty-two (but no earlier than the date such Member begins participation in the Plan) and ending with the latest of (1) the last day of the Plan Year preceding the Plan Year in which the Member attains the age of thirty-five or (2) the one-year period immediately following the date the Employee becomes a Member.  If a Member separates from service before attaining the age of thirty-five, such explanation shall be furnished to such Member within the period beginning one year before the Member separates from service and ending one year after such separation.  Such information shall also be furnished to a Member who has not attained the age of thirty-five or terminated employment within a reasonable period after written request by such Member.  The furnished explanation shall be written in nontechnical language in a manner calculated to be understood by the average Member and shall include (1) a general description of the survivor annuity, (2) a description of the circumstances under which it will be paid if elected, (3) a description of the availability of the election of the survivor annuity, (4) a description of the financial effect of the election of the survivor annuity on the Member’s Plan benefits, and (5) such other information and statements as may be required under applicable Treasury regulations.  The furnished information shall also describe for the Member the consequences of failing to defer his Benefit Disbursement Date.

(b)The form of death benefit payable with respect to a Member who is not married at the time of his death while employed by the Company, or who is married at such time and who has elected out of the standard form of death benefit provided in Section 9.04(a), shall be the form provided for in Section 9.04(c)(i), unless the Member’s Beneficiary selects another benefit payment form set forth in Section 9.04(c).

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(c)With respect to the selection of a form of death benefit payment as provided in paragraphs (b) and (e) of this Section 9.04, the Member’s Beneficiary may select one of the following forms:

(i)A lump sum payment (provided, however, that such Member’s Beneficiary may elect to receive the portion of such Member’s Account which is invested in the common stock of the Company distributed in the form of whole shares of such stock with the value of any fractional shares to be paid in cash); or

(ii)A commercial annuity in the form of a single life annuity.

(d)If a former Member who is entitled to a benefit pursuant to Article V (retirement), Article VII (disability), or Article VIII (other termination of employment) shall die after his termination of employment with the Company but prior to his Benefit Disbursement Date, his Vested Interest in the benefit to which he was entitled shall be paid pursuant to Article VI, and Section 9.04(a), or 9.04(b), whichever is applicable, as if such Member had died while employed by the Company; provided, however, that the application of the provisions of this Section 9.04(d) as if the Member had died while employed by the Company shall not result in a Member entitled to a benefit under Article VIII (other termination of employment) having a greater Vested Interest in his Account than his Vested Interest as of the date of his termination of employment.

(e)In the event a survivor annuity is to be paid to a Member’s Eligible Surviving Spouse, as provided in Section 9.04(a) or 9.04(d), such Eligible Surviving Spouse may request in writing to receive the survivor benefit in one of the forms provided for in Section 9.04(c).  Within a reasonable time after any such written request by such Eligible Surviving Spouse, the applicable Local Administrative Committee shall provide, or shall cause to be provided, to such Spouse a written explanation, in non-technical language of such survivor annuity form and the alternative forms of payment which may be selected along with the financial effect of each such form.

(f)Unless the Member otherwise elects, the payment of benefits under the Plan to the Member shall begin not later than the 60th day after the close of the Plan Year in which the latest of the following events occurs:

(i)The date on which the Member attains age 65;

(ii)The date on which the Member terminates service with the Company or a Controlled Entity.

Notwithstanding any provision in the Plan to the contrary, a Member’s Vested Interest in his Account under the Plan must be distributed, or begun to be distributed, to him not later than the April 1 following the calendar year in which the Member attains age 70-1/2.  In the event a Member dies after commencement of the distribution of his interest, any remaining portion of such interest shall be distributed to his Beneficiary in the method which is at least as rapid as the method being used at the date of his death.  In the event a Member dies prior to commencement of the distribution of his interest, the entire interest attributable to such Member shall be distributed within five years after the date of his death, unless such interest is payable to his Beneficiary for a period which does not exceed the life or life expectancy of such Beneficiary, in which event distribution of such interest shall commence no later than the date such Member would have attained age 70-1/2, if the beneficiary is the surviving spouse or, under certain circumstances set forth in Section 401(a) (9) of the Code or regulations thereunder, a child of such former Member, or the date which is one year after the date of the Member’s death, if the Beneficiary is not the surviving spouse or child of such former Member.

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(g)In any case where a former Member dies after his Benefit Disbursement Date, payment of the benefit payable with respect to such former Member shall continue, if applicable, in accordance with the benefit payment form in effect as provided in Section 9.03.

9.05.    Lump Sum Cash-Out.  Notwithstanding the foregoing provisions of this Article IX, with respect to any benefit payable pursuant to Article V (retirement), Article VI (death), Article VII (disability) or Article VIII (other termination of employment):

(a)If the amount of the Member’s Vested Interest in his Account Balance is not in excess of $1,000 (or not in excess of $5,000 with respect to a benefit payable after a Member’s death), such benefit shall be paid to such Member or Beneficiary, as the case may be, in one lump sum in lieu of any other benefit payment form herein provided.

(b)Except in the case of a benefit payable after a Member’s death, if the amount of the Member’s Vested Interest in his Account Balance exceeds $1,000 but does not exceed $5,000, the Member may elect to receive the Vested Interest in his Account Balance in one lump sum in lieu of any other benefit payment form herein; provided that any such election may be made without the consent of the Member’s spouse, if any.  In the event of a distribution pursuant to this Section 9.05(b), if the Member does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Member in a direct rollover in accordance with Section 9.08 or to receive the distribution directly in accordance with this Section 9.05(b), then the Committee shall pay the distribution in a direct rollover to an individual retirement plan designated by the Committee.  This Section 9.05(b) shall be effective with respect to distributions made on or after January 1, 2006 regardless of whether the event that caused a Member’s Account to become distributable occurred before or after January 1, 2006.

(c)No distribution may be made pursuant to this Section 9.05 after the annuity commencement date when the accrued benefit is in excess of $5,000 unless the Member and his eligible spouse (or where the Member has died, the Eligible Surviving Spouse) consent in writing to such distribution.  An accrued benefit is immediately distributable if any part of the benefit may be distributed to the Member before the later of normal retirement or age 62.  This does not apply after the death of the Member.  For purposes hereunder, present value shall be determined by using an interest rate not greater than the interest rate which would be used (as of the date of distribution) by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on plan termination.  For purposes of application of the $5,000 threshold of this Section and Sections 16.04 and 17.07 (but not the $1,000 threshold of this Section), the value of a Member’s Vested Interest in his Account Balance shall be determined without regard to that portion of his Account Balance that is attributable to Rollover Contributions (and earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16) of the Code.  If the value of a Member’s Vested Interest in his Account Balance as so determined is $5,000 or less, the Member’s entire nonforfeitable Account Balance (including amounts attributable to such Rollover Contributions) may be distributed pursuant to this Section 9.05 and Section 17.07.

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9.06.    Commercial Annuities.  In any case where a benefit payable under the Plan is to be paid in the form of a commercial annuity, a commercial annuity contract shall be purchased and distributed to the Member or Beneficiary, as the case may be.  Upon the distribution of any such contract, the Plan shall have no further liability with respect to the amount used to purchase the annuity contract and the company issuing such contract shall be solely responsible to the recipient of the contract for the annuity payments thereunder.  All certificates for commercial annuity benefits shall be non-transferable, and no benefit thereunder may be sold, assigned, discounted, or pledged.  Any commercial annuity purchased under the Plan shall contain such terms and provisions as may be necessary to satisfy the requirements under the Plan.

9.07.    Actuarial Equivalency.  With respect to any benefit payable pursuant to the Plan, whichever form of payment is selected, the value of such benefit shall be the actuarial equivalent of the value of the Account Balance to which the particular Member or Beneficiary, as the case may be, is entitled.

9.08.    Eligible Rollover Distributions.  Each Member and beneficiary who receives an Eligible Rollover Distribution may elect in the time and in a manner prescribed by the Committee to have all or any portion of such Eligible Rollover Distribution transferred to an Eligible Retirement Plan; provided, however, that only one such transfer may be made with respect to an Eligible Rollover Distribution to an Eligible Retirement Plan.  Notwithstanding the foregoing, the Member may elect, after receiving the notice required under Section 402(f) of the Code, to receive such Eligible Rollover Distribution prior to the expiration of the 30-day period beginning on the date such Member is issued such notice, provided that the Member or beneficiary is permitted to consider his decision for at least 30 days and is advised of such right in writing.

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X.   PLAN ADMINISTRATION

10.01.   Plan Administrator.  For purposes of ERISA, the Committee shall be the Plan Administrator and, as such, shall be responsible for the compliance of the Plan with the reporting and disclosure provisions of ERISA.

10.02.  Authority of the Committee.  The Committee shall have all the powers and authority expressly conferred upon it herein and, further, shall have the sole right to interpret and construe the Plan, and to determine any disputes arising thereunder, subject to the provisions of Section 10.04. In exercising such powers and authority, the Committee at all times shall exercise good faith, apply standards of uniform application, and refrain from arbitrary action. Any decision of the Committee in such exercise of its powers, authorities and duties shall be final and binding upon all affected parties. The Committee may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder. The Committee shall be a “named fiduciary” as that term is defined in Section 402(a)(2) of ERISA. The Committee may:

(a)allocate any of the powers, authorities, or responsibilities for the operation and administration of the Plan, which are retained by it or granted to it by this Article X, to the Funding Agent; and

(b)designate a person or persons other than itself to carry out any of such powers, authorities, or responsibilities;

provided, however, that no powers, authorities, or responsibilities of the Funding Agent shall be subject to the provisions of paragraph (b) of this Section 10.02; and provided further, that no allocation or delegation by the Committee of any of its powers, authorities, responsibilities to the Funding Agent shall become effective unless such allocation or delegation first shall be accepted by the Funding Agent in a writing signed by it and delivered to the Committee.

To prevent any two parties to the Plan from being deemed co-fiduciaries with respect to any particular function, both the Plan and any instruments relating to the Plan to which the Funding Agent is a party (“Funding Instruments”) are intended, and should be construed, to allocate to each party to the Plan or the Funding Instruments, as applicable, only those specific powers, duties, responsibilities, and obligations as are specifically granted to it under the Plan or the Funding Instruments.  The Plan is intended to allocate to each named fiduciary the individual responsibility for proper execution of the functions assigned to it, and none of such responsibilities or any other responsibility shall be shared by two or more of such named fiduciaries unless such sharing is provided for by a specific provision of the Plan or the Funding Instruments.

10.03.   Action by the Committee.  Any act authorized, permitted, or required to be taken by the Committee under the Plan, which has not been delegated in accordance with Section 10.02, may be taken by a majority of the members of the Committee, either by vote at a meeting, or in writing without a meeting. All notices, advices, directions, certifications, approvals, and instructions required or authorized to be given by the Committee under the Plan shall be in writing and signed by either (i) a majority of the members of the Committee, or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) a person who become authorized to act for the Committee in accordance with the provisions of paragraph (b) of Section 10.02.  Subject to the provisions of Section 10.04, any action taken by the Committee which is authorized, permitted, or required under the Plan shall be final and binding upon the Company and the Funding Agent, all persons who have or who claim an interest under the Plan, and all third parties dealing with any Funding Agent or the Company.

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10.04.   Claims Review Procedure.  Claims for Plan benefits and reviews of Plan benefit claims which have been denied or modified will be processed in accordance with the written Plan claims procedures established by the Committee, which procedures are hereby incorporated by reference as a part of the Plan and may be amended from time to time by the Committee.

10.05.   Qualified Domestic Relations Order.  The Committee shall establish reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations orders which are deemed to be qualified orders.  Such procedures shall be in writing and shall comply with the provisions of Section 414(P) of the Code and regulations issued thereunder.

10.06.   Indemnification.  In addition to whatever rights of indemnification the members of the Board, members of the Committee, or any other person or persons (other than the Funding Agent or individuals, other than Board members, not employed by the Company or its affiliates) to whom any power, authority, or responsibility of the Committee is allocated or delegated pursuant to paragraph (b) of Section 10.02, may be entitled under the articles of incorporation, regulations, or bylaws of the Company, under any provision of law, or under any other agreement, the Company shall satisfy such liability actually and reasonably incurred by any such member or such other person or persons, including expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement, in connection with any threatened, pending, or completed action, suit, or proceeding which is related to the exercise, or failure to exercise, by such member or such other person or persons of any of the powers, authorities, responsibilities, or discretion of the Company or the Committee as provided under the Plan and the Funding Instruments, or reasonably believed by such member or such other person or persons to be provided thereunder, and any action taken by such member or such other person or persons in connection therewith.

10.07.   Temporary Restrictions. In order to ensure an orderly transition in the transfer of assets to the Funding Agent from another trust fund maintained under the Plan or from the trust fund of a plan that is merging into the Plan or transferring assets to the Plan or to ensure an orderly transition of recordkeeping, valuation, or other administrative activities from one service provider to another service provider, the Committee may, in its discretion, temporarily prohibit or restrict withdrawals, loans, changes to contribution elections, changes of investment designation of future contributions, transfers of amounts from one Fund to another Fund, or such other activity as the Committee deems appropriate, provided that any such temporary cessation or restriction of such activity shall be in compliance with all applicable law and the Committee shall have provided to Members, their beneficiaries, and alternate payees the notices and information required to be provided with respect to such temporary cessation or restriction of such activity by applicable law and regulations.

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XI.   FUNDING AGENT; ADMINISTRATIONOF PLAN ASSETS

11.01.  Funding Agent.

(a)The assets of the Plan shall be maintained by the Funding Agent in the investment fund or funds made available from time to time by the Committee (the “Fund” or “Funds”) in accordance with the selection made by each Member with respect to the contributions in his Account pursuant to Section 11.03(a) below.

(b)The Funding Agent shall receive such compensation for its services as Funding Agent hereunder as may be agreed upon from time to time by the Committee and the Funding Agent.  The Funding Agent shall be reimbursed for all reasonable expenses it incurs while acting as Funding Agent, as agreed upon by the Committee and as provided in Section 11.03(b).

11.02.  Company Stock Fund.  A Company Stock Fund shall be established, and it is the express intention of the Company, as the settlor of the Plan, that it be maintained at all times under the Plan.  The assets of the Company Stock Fund shall be invested by the Funding Agent solely in Company Stock; provided, however, that the Company Stock Fund may hold an amount of cash to the extent required in lieu of holding fractional shares of Company Stock.  The Funding Agent shall receive Company Stock from the Company or purchase Company Stock in the market.  The Company Stock Fund is mandated under the Plan as a matter of Plan design, and it is the express intention of the Company, as the settlor of the Plan to afford Members, beneficiaries and alternate payees the opportunity to invest in Company Stock through their Accounts under the Plan.  None of the Board, the Committee, the Company or any of its officers, directors or employees either encourages or discourages investment in the Company Stock Fund.  Members, beneficiaries and alternate payees should understand that the Company Stock Fund is only one of several Funds offered for the investment of Accounts under the Plan and that they are free to invest in any Fund, and to determine, in their own discretion, whether or not to invest in any Fund (including, without limitation, the Company Stock Fund).  All Members, beneficiaries and alternate payees whose Accounts are invested in the Company Stock Fund, or who are considering investing their Accounts in the Company Stock Fund, should understand that: (1) the Company Stock Fund represents the investment in the equity securities of a single company and, therefore, may be inherently subject to wider price swings, up and down and in shorter periods of time, than other Funds offered under the Plan, (2) the Company Stock Fund should be viewed as a long term investment option which will be maintained under the Plan indefinitely, and (3) the fiduciaries of the Plan will not override any instructions that Members, beneficiaries and alternate payees may provide requesting that all or part of their Accounts be invested in the Company Stock Fund nor can they act to eliminate or otherwise restrict the inclusion of the Company Stock Fund as a Fund offered under the Plan.

11.03.  Administration of Plan Assets.

(a)Any Tax Deferred Savings Contributions, including catch-up contributions, and any Company Contributions which are credited to a Member’s Account shall be deposited by the Funding Agent in such Fund or Funds selected by each Member in accordance with the provisions of this paragraph (a).  The Funding Agent shall have no duty to collect or enforce payment of contributions or inquire into the amount or method used in determining the amount of contributions, and shall be accountable only for contributions received by it.

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Each Member shall designate, in accordance with the procedures established by the Committee, the manner in which the amounts allocated to his Account shall be invested from among the Funds.  A Member may designate one of such Funds for all of the contributions to his Account, or he may split the investment of the amounts allocated to such Account among such Funds in such increments as the Committee may prescribe.  If a Member fails to make a designation of 100% of the contributions to his Account, such nondesignated contributions shall be invested in the Fund or Funds designated by the Committee from time to time in a uniform and nondiscriminatory manner.

A Member may change his investment designation for future contributions to be allocated to his Account.  Any such change shall be made in accordance with the procedures established by the Committee, and the frequency of such changes may be limited by the Committee.

A Member or inactive Member may convert his investment designation with respect to amounts already allocated to his Account that are invested in one of the Funds.  Any such conversion shall be made in accordance with the procedures established by the Committee, and the frequency of such conversions may be limited by the Committee.  Notwithstanding the foregoing, periodic, reasonable opportunities occurring no less frequently than quarterly shall be provided to convert any amounts invested in the Company Stock Fund, and no restrictions or conditions shall apply with respect to any investment in the Company Stock Fund that does not apply with respect to the investment of other assets of the Plan except as otherwise permitted under Section 401(a)(35) of the Code and the regulations promulgated thereunder.

Notwithstanding any provision in this Section 11.03(a) to the contrary, in the event any one or more of the Funds (other than the Company Stock Fund) is eliminated as an investment fund by the Committee, each Member, beneficiary or alternate payee who has an investment election in effect that designates such investment fund for the investment of amounts allocated to such individual’s Accounts, shall designate a continuing Fund or Funds made available under the Plan for the investment of such amounts; provided, however, that in the event such individual fails to make such a designation, such contributions or amounts shall be invested in a the Fund or Funds designated by the Committee in a uniform and nondiscriminatory manner.

(b)Notwithstanding any other provision of the Plan, in the event any portion of a Member’s benefit under the Plan is satisfied by the purchase of an annuity, the benefit otherwise payable under the Plan to such Member shall be reduced by an amount equal to the benefit purchase under the annuity contract.

(c)Expenses incident to the administration of the Plan may be paid by the Committee or the Employer and, if not paid by the Committee or the Employer, shall be paid from the Plan assets, and, until paid, shall constitute a claim against the Plan assets which is paramount to the claims of Members and their Beneficiaries.

(d)The maintenance of an Account with respect to a Member shall not mean that such Member shall have a greater or lesser interest than that due him by operation of the Plan and shall not be considered as segregating any funds or property within the Plan’s assets from any other funds or property contained in the investment fund.  No Member or Beneficiary shall have any title to any specific asset of the Plan, nor shall any such individual have any right to, or interest in, any assets of the Plan upon termination or otherwise, except as provided from time to time under the Plan, and then only to the extent of the benefits payable to such individual out of Plan assets.

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11.04.  Authorization of Benefit Payments and Distributions.  The Committee shall issue directions to the Funding Agent concerning all benefits which are to be paid from the Plan assets pursuant to the provisions of the Plan.  Any distribution made with respect to a Member shall be debited to the Member’s Account.  The Funding Agent may make any payment required of the Funding Agent hereunder by mailing the Funding Agent’s check to the person to whom such payment is to be made.

11.05.  Voting of Company Stock in the Company Stock Fund.  Each Member or Beneficiary who has shares of Company Stock allocated to his Account shall be a named fiduciary with respect to the voting of Company Stock held thereunder and shall have the following powers and responsibilities:

(a)Prior to each annual or special meeting of the shareholders of the Company, the Committee shall cause to be sent to each Member and Beneficiary who has Company Stock allocated to his Account and invested in the Company Stock Fund under the Plan a copy of the proxy solicitation material therefor, together with a form requesting confidential voting instructions, with respect to the voting of such Company Stock as well as the voting of Company Stock for which the Funding Agent does not receive instructions.  Each such Member and/or Beneficiary shall instruct the Funding Agent to vote the number of such uninstructed shares of Company Stock equal to the proportion that the number of shares of Company Stock allocated to his Account and invested in the Company Stock Fund bears to the total number of shares of Company Stock in the Plan for which instructions are received.  Upon receipt of such a Member’s or Beneficiary’s instructions, the Funding Agent shall then vote in person, or by proxy, such shares of Company Stock as so instructed.

(b)The Committee shall cause the Funding Agent to furnish to each Member and Beneficiary who has Company Stock allocated to his Account and invested in the Company Stock Fund under the Plan notice of any tender or exchange offer for, or a request or invitation for tenders or exchanges of, Company Stock made to the Funding Agent.  The Funding Agent shall request from each such Member and Beneficiary instructions as to the tendering or exchanging of Company Stock allocated to his Account and invested in the Company Stock Fund and the tendering or exchanging of Company Stock for which the Funding Agent does not receive instructions.  Each such Member shall instruct the Funding Agent with respect to the tendering or exchanging of Company Stock for which the Funding Agent does not receive instructions.  Each such Member shall instruct the Funding Agent with respect to the tendering or exchanging of the number of such uninstructed shares of Company Stock equal to the proportion that the number of the shares of Company Stock allocated to his Account and invested in the Company Stock Fund bears to the total number of shares of Company Stock in the Plan for which instructions are received.  The Funding Agent shall provide Members and Beneficiaries with a reasonable period of time in which they may consider any such tender or exchange offer for, or request or invitation for tenders or exchanges of, Company Stock made to the Funding Agent.  Within the time specified by the Funding Agent, the Funding Agent shall tender or exchange such Company Stock as to which the Funding Agent has received instructions to tender or exchange from Members and Beneficiaries.

(c)Instructions received from Members and Beneficiaries by the Funding Agent regarding the voting, tendering, or exchanging of Company Stock shall be held in strictest confidence and shall not be divulged to any other person, including officers or employees of the Company, except as otherwise required by law, regulation or lawful process.

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XII.   FIDUCIARY RESPONSIBILITIES

12.01.  General Allocation of Duties.  Each fiduciary with respect to the Plan shall have only those specific powers, duties, responsibilities and obligations as are specifically given him under the Plan.  It is intended under the Plan that each fiduciary shall be responsible for the proper exercise of his own powers, duties, responsibilities and obligations hereunder and shall not be responsible for any act or failure of another fiduciary except to the extent provided by law or as specifically provided herein.

To prevent any two parties to the Plan from being deemed co-fiduciaries with respect to any particular function, both the Plan and any instruments relating to the Plan to which the Funding Agent is a party (“Funding Instruments”) are intended, and should be construed, to allocate to each party to the Plan or the Funding Instruments, as applicable, only those specific powers, duties, responsibilities, and obligations as are specifically granted to it under the Plan or the Funding Instruments.  The Plan is intended to allocate to each named fiduciary the individual responsibility for proper execution of the functions assigned to it, and none of such responsibilities or any other responsibility shall be shared by two or more of such named fiduciaries unless such sharing is provided for by a specific provision of the Plan or the Funding Instruments.

12.02.  Fiduciary Liability.  A fiduciary shall not be liable in any way for any acts or omissions constituting a breach of fiduciary responsibility and occurring prior to the date he becomes a fiduciary or after the date he ceases to be a fiduciary.

12.03.  Delegation and Allocation.  The Committee may appoint committees, individuals or any other agents as it deems advisable and may delegate to any of such appointees any or all of its powers and duties.  Such appointment and delegation must be in writing, specifying the powers or duties being delegated, and must be accepted in writing by the delegate.  Upon such appointment, delegation and acceptance, the delegating committee members shall have no liability for the acts or omissions of any such delegate, as long as the delegating committee members do not violate their fiduciary responsibility in making or continuing such delegation.

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XIII.   AMENDMENTS TO THE PLAN

13.01.  Amendments.  Subject to the provisions of Section 13.02, the Vice-President, Human Resources (‘VP-HR’) may amend the Plan at any time and from time to time, with any such VP-HR amendment action being exercised in a settlor capacity, provided that:  (a) any amendment to the Plan that substantially and materially increases the benefits of officers or directors of the Company shall require the prior approval of the Board or the committee of the Board (if any) to which the duty of general oversight has been delegated by the Board, and (b) notwithstanding anything to the contrary herein, the VP-HR shall have no authority to amend or modify the Plan’s design or operation as it relates to the offering of the Company Stock Fund and the composition of the Company Stock Fund and the VP-HR shall have no authority to eliminate or restrict the inclusion of the Company Stock Fund under the Plan or to review or approve any assets in which the Company Stock Fund is invested.

13.02.  Limitations on Plan Amendment.  No amendment to the Plan may be made which would vest in the Company, directly or indirectly, any interest in or control of the assets of the Plan.  No amendment may be made which would vary the Plan’s exclusive purpose of providing benefits to Members and their Beneficiaries, and defraying the reasonable expenses of administering the Plan, or which would permit the diversion of any part of the Plan’s assets from such exclusive purpose.  No amendment may be made which would reduce any existing nonforfeitable interest of a Member.

13.03.  Election of Former Schedule.  In the event the Committee adopts an amendment to the Plan that directly or indirectly affects the computation of a Member’s Vested Interest in his Account, any Member with three or more years of Vesting Service shall have a right to have his nonforfeitable interest in his Account continue to be determined under the vesting schedule in effect prior to such amendment rather than under the new vesting schedule, unless the Vested Interest of such Member in his Account under the Plan, as amended, at any time is not less than such interest determined without regard to such amendment.  Such Member shall exercise such right by giving written notice of his exercise thereof to the Committee within 60 days after the latest of (i) the date he receives notice of such amendment from the Committee, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted.  Notwithstanding the foregoing provisions of this Section 13.03, the Vested Interest of each Member on the effective date of such amendment shall not be less than his Vested Interest under the Plan as in effect immediately prior to the effective date thereof.

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XIV.   PLAN TERMINATION; PLAN MERGER OR CONSOLIDATION

14.01.  Right to Terminate or Discontinue.  The Company has established the Plan with the intention and expectation that it will be able to continue the Plan as an ongoing Plan from year to year.  However, the Company realizes that circumstances may arise that would make it advisable to discontinue the maintenance of the Plan.  Accordingly, the Company reserves the right and shall have the power to completely or partially terminate the Plan at any time after its establishment, or to discontinue making contributions to the Plan.

14.02.  Plan Termination or Discontinuance of Contributions.  (e) If the Plan is terminated or partially terminated, the Vested Interest of each Member directly affected by such termination shall become 100%, effective as of such termination date.

(b)If the Plan is amended so as to permanently discontinue Company contributions, or if the Company contributions are in fact permanently discontinued the Vested Interest of each Member directly affected by such discontinuance shall become 100%, effective as of the date of discontinuance.

(c)Upon a Plan termination or discontinuance, any previously unallocated Contribution Amounts and net income (or net loss) shall be allocated among the Accounts of the Members directly affected by such event as of the date of such termination or discontinuance according to the provisions of Article IV, as if such date of such event was an Allocation Date.  Thereafter, the net income (or net loss) shall continue to be allocated to such Accounts until the Account Balances are distributed.

(d)Following a Plan termination or discontinuance, the Plan shall continue to be administered in accordance with its terms until such time as the Committee provides the Funding Agent with instructions as to the liquidation of the Plan’s assets.  The Committee may amend the Plan to provide for the procedures to be followed in providing for the liquidation of the Plan’s assets upon a Plan termination or discontinuance; provided, however, that no such amendment or other procedure for the liquidation of the Plan’s assets shall permit (i) the Plan’s assets to be used for any purpose other than providing benefits to Members and their Beneficiaries, and defraying the reasonable expenses of administering the Plan, including the liquidation thereof, and (ii) distributions to or with respect to the Members directly affected by the Plan termination or discontinuance which are made at a time and are payable in a form and manner not in accordance with the provisions of the Plan.

14.03.  Merger, Consolidation or Transfer of Assets.  The Plan may not merge or consolidate with, or transfer its assets or liabilities to, any other plan, unless each Member or Beneficiary, would, in the event such other plan then terminated, be entitled to a benefit immediately following such event which is equal to or greater than the benefit to which he would have been entitled if the Plan were terminated immediately before the merger, consolidation or transfer.  Further, this Plan may not transfer its assets or liabilities to any other plan, unless the Committee reasonably concludes that such other plan provides that the transferred amounts may not be distributed before the times specified in Section 1.401(k)-1(d) of the Treasury regulations.

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XV.  VESTING SERVICE; HOUR OF SERVICE

15.01.  Vesting Service.  (f) Subject to the provisions in paragraph (b) of this Section 15.01, a Member’s Vesting Service shall be determined on the following basis:

(1) For the period prior to January 1, 1989, a Member shall be credited with Vesting Service in an amount equal to the service, if any, for vesting purposes with which he was credited prior to the restatement of the Plan.

(2) For all periods from and after January 1, 1989, 1,000 or more Hours of Service during any Plan Year shall constitute one year of Vesting Service.

(b)A Member who has made no Tax Deferred Savings Contributions to the Plan, and who terminates employment and subsequently recommences participation in the Plan, shall be reinstated with the years of Vesting Service with which he was credited prior to his termination of employment, if (i) the number of his consecutive One-Year Breaks-In-Service is less than five, or (ii) he had a Vested Interest at the time of such termination.  A Member who has made Tax Deferred Savings Contributions to the Plan shall be reinstated with the years of Vesting Service with which he was credited prior to his termination of employment if he subsequently recommences participation in the Plan.

15.01.  Hour of Service.  (g) An Hour of Service is each hour during an applicable computation period for which an Employee is directly or indirectly paid, or entitled to payment, by the Company or a Controlled Entity for the performance of duties or for reasons other than the performance of duties, including, but not limited to, any Leave of Absence.  Such Hours of Service shall be credited to the Employee for the computation period in which such duties were performed or in which occurred the period during which no duties were performed.  An Hour of Service also includes each hour, not credited above, for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the Company or a Controlled Entity.  These Hours of Service shall be credited to the Employee for the computation period in which the award, agreement or payment is made.  In determining an Employee’s total Hours of Service during a computation period, a fraction of an hour shall be deemed a full Hour of Service.

(b)The number of Hours of Service to be credited to an Employee for any computation period shall be governed by Section 2530.200b-2(b) and (c) of the Department of Labor Regulations under ERISA.

(c)Hours of Service during the period prior to the Effective Date shall be determined from whatever records may be reasonably accessible to the Committee and, if such records are insufficient, the Committee may make whatever calculations are necessary to approximate Hours of Service for the period in a manner uniformly applicable to all Employees similarly situated.  These provisions shall be construed by resolving any questions or ambiguities in favor of crediting Employees with Hours of Service.

(d)In determining an Employee’s Hours of Service, there shall be added to such Employee’s Hours of Service as calculated under the preceding provisions of this 15.02, the number of hours in his regularly-scheduled workday while absent from active Employment due to sickness, disability, or Leave of Absence following a period for which he is credited with Hours of Service under the preceding provisions of this Section 15.02.  An Hour of Service credited under the preceding sentence shall be known as a “Non-Paid Hour of Service” and shall be included in the employee’s Hours of Service for purposes of determining his Vesting Service.

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XVI.   MISCELLANEOUS

16.01.  Non-Guarantee of Employment.  The adoption and maintenance of the Plan shall not be deemed to be a contract between the Company and any person or to be consideration for the Employment of any person.  Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time nor shall the Plan be deemed to give the Company the right to require any person to remain in the employ of the Company or to restrict any person’s right to terminate his employment at any time.

16.02.   Payments Solely from Plan Assets.  All benefits payable under the Plan shall be paid or provided for solely from the Plan assets and none of the Company, the Committee or the Funding Agent assumes any liability or responsibility for the adequacy thereof.  The Committee or the Funding Agent may require execution and delivery of such instruments as are deemed necessary to assure proper payment of any benefits.

16.03.  Facility of Payment.  Whenever the Committee determines that a person entitled to a benefit from the Plan is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Committee may direct the Funding Agent to make payments to such person or to his legal representative or to a relative or other person caring for such person with such payments shall be for the benefit of such person.  Any such payment of a benefit in accordance with the provisions of this Section 16.03 shall be in complete discharge of any liability for the making of such payment under the provisions of the Plan.

16.04.  Non-Alienation of Benefits.  Except as provided in Sections 401(a)(13)(B) and 414(p) of the Code relating to qualified domestic relations orders and certain judgments and settlements, benefits payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse or for any other relative of a Member or Beneficiary to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder, shall be void.  The Plan and the Funding Agent shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder.  Notwithstanding the foregoing provisions of this Section 16.04, the Committee may direct the Funding Agent to comply with a qualified domestic relations court order requiring deductions from a Member or Beneficiary’s benefit payments, but only if such deductions are specifically provided for in such order.  In the event that the total value of an amount directed to be paid pursuant to a qualified domestic relations order is not in excess of $5,000 (determined as provided in Section 9.05), such amount shall be paid to the recipient or recipients identified in such order in one lump sum payment as soon as practicable after such order has been determined to be a qualified domestic relations order.

16.05.  Exclusive Benefit.  No part of the Plan assets shall be used for any purpose other than the exclusive purpose of providing benefits which Members and Beneficiaries are entitled to under the Plan, and for the purpose of defraying the reasonable expenses of administering the Plan.

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16.06.  Transferred Employment.  In any case where a Member transfers employment, directly or indirectly, from the Company to a Controlled Entity, such Member shall not be considered to have terminated employment with the Company for purposes of his eligibility to receive a retirement or other vested benefit under the Plan so long as he so remains employed by a Controlled Entity.

16.07.  Severability.  If any provisions of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein.

16.08.  Applicable Law.  All provisions of the Plan shall be construed in accordance with the laws of Texas, except to the extent preempted by federal law.

16.09.  Internal Revenue Service Approval.  Notwithstanding any other provision of the Plan to the contrary, the contributions made under the Plan, are contingent upon the deductibility of such contributions under Section 404 of the Code.  To the extent that a deduction for such contributions is disallowed, such contributions may be returned within one year after the date of disallowance.  In addition, if Company contributions are made under a mistake of fact, such contributions may be returned to the Company within one year after the payment thereof.

16.10.  Uniformed Services Employment and Reemployment Rights Act Requirements.

(a)Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to Qualified Military Service will be provided in accordance with Code Section 414(u) and this Section 16.10.  Specifically, as required by Code Section 414(u)(8), a Member will be treated as not having incurred a break in Service because of his period of Qualified Military Service, the Member’s Qualified Military Service will be treated as Service under the Plan for vesting and contribution purposes and the Member will be permitted to make up any Basic Contributions he would have otherwise been eligible to make during the period of Qualified Military Service.

(b)If a Member’s death occurs while performing Qualified Military Service, then, provided such Member was entitled to reemployment rights with respect to the Employer under Code section 414(u) as of the date of his death, the Member’s beneficiary or beneficiaries shall be entitled to any benefits (other than benefit accruals relating to the period of Qualified Military Service) that would be provided under the Plan if the Member had resumed and then terminated his Service on account of death, in compliance with Code section 401(a)(37) and the Treasury regulations and guidance issued by the Internal Revenue Service thereunder.

(c)If an individual is paid remuneration by an Employer that constitutes a “differential wage payment” within the meaning of Code Section 3401(h)(2), then such individual shall be treated as an Employee of the Employer making the payment.

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(d)No Member or beneficiary shall be entitled to any continued employer contributions under Code Section 414(u)(9) (as enacted under section 104(b) of the Heroes Earnings Assistance and Relief Tax Act of 2008) by reason of incurring a death or disability during a period of Qualified Military Service.

16.11.  No Guarantees.  None of the Company, the Committee, the Board or the Funding Agent guarantees the Plan’s assets from loss or depreciation, nor the payment of any amount which may become due to any person hereunder. All benefits payable under the Plan shall be paid or provided for solely from the Plan assets and none of the Employer, including the Company, the Committee, the Board or the Funding Agent assumes any liability or responsibility for the adequacy thereof.

16.12.  Plan Administration Communications and Systems.  The Committee may establish telephone and/or electronic media systems and procedures (including on-line mechanisms) for purposes of effecting Plan communications and Plan administration operations.  To the extent that any such telephone and/or electronic media systems and procedures are established by the Committee, references in the Plan suggesting that other systems or procedures would be used for purposes of effecting a given Plan communication or Plan administration operation shall be superseded and reference to the telephone or electronic media system or procedure which was effected, as communicated to Participating Employees, shall be deemed substituted therefor.

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XVII.   TAX DEFERRED SAVINGS CONTRIBUTIONS

17.01.  Tax Deferred Savings Contribution Election.

(a)A Member may elect, in accordance with the procedures and within the time period prescribed by the Committee, to have Tax Deferred Savings Contributions in $.10 increments, made on his behalf to the Plan by his Employer and credited to his Account; provided, however, that such amount shall not be less than $.10 per Contribution Hour nor more than $7.00 per Contribution hour and in no event shall such Tax Deferred Savings Contributions under the Plan and all other qualified plans maintained by the Employer or any Controlled Entity on behalf of any Member for any calendar year exceed the dollar limitation contained in Section 402(g) of the Code) in effect for such calendar year.  If a Member elects to have such Tax Deferred Savings Contributions made on his behalf, his compensation shall be reduced by the amount he elects pursuant to the terms of a compensation reduction authorization filed with the Employer.  Notwithstanding the foregoing provisions of this Section, Tax Deferred Savings Contributions made with respect to a Plan Year on behalf of Highly Compensated Employees (as described and defined in Section 414(q) of the Code) shall not exceed the limitations set forth in Section 17.03.

(b)All employees who are eligible to make Tax Deferred Savings Contributions under this Plan, as described in the paragraph above, and who have attained age 50 before the close of the taxable year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code.  Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Section 402(g) of the Code, as described in the paragraph above, and Section 415 of the Code, as described in Appendix A of the Plan.  The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

17.02.  Change of Tax Deferred Savings Contribution Election.  Any Member may suspend or change the amount of the Tax Deferred Savings Contributions, including catch-up contributions, made on his behalf in accordance with the procedures and within the time period prescribed by the Committee; provided, however, that such Member may only select an amount of compensation to be so contributed which does not exceed the applicable limitations set forth in Sections 17.01 and 17.03.

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17.03.  Limitation on Tax Deferred Savings Contributions.  Notwithstanding any other provisions of the Plan to the contrary, the Committee shall take such action as it deems appropriate to limit the amount of Tax Deferred Savings Contributions under the Plan in each Plan Year to the extent necessary to insure that any average deferral percentage requirement under Section 401(k) of the Code is not exceeded.  Such Code section and regulations relating thereto are hereby incorporated in the Plan by reference.  Such testing shall utilize the current year testing method as such term is defined in Section 1.401(k)-6 of the Treasury regulations.  If, for any Plan Year, the aggregate Tax Deferred Savings Contributions made by the Company on behalf of Highly Compensated Employees (as described and defined in Section 414(q) of the Code) exceeds the maximum amount of Tax Deferred Savings Contributions permitted on behalf of such Highly Compensated Employees pursuant to this Section 17.03, an excess amount (hereinafter referred to as  “Excess Contributions”) shall be determined by reducing Tax Deferred Savings Contributions made on behalf of Highly Compensated Employees in order of their highest actual deferral percentages in accordance with Section 401(k)(8)(B)(ii) of the Code and the Treasury regulations thereunder. Once determined, such Excess Contributions shall be distributed to Highly Compensated Employees in order of the highest dollar amounts contributed on behalf of such Highly Compensated Employees in accordance with Section 401(k)(8)(C) of the Code and the Treasury regulations thereunder before the end of the next following Plan Year.  Any distribution of Excess Contributions pursuant to the provisions of this Section shall be adjusted for income or loss allocated thereto up through the last day of the Plan Year to which such Excess Contributions relate in the manner determined by the Committee in accordance with any method permissible under Treasury regulation section 1.401(k)-2(b)(1)(iv)(B).  For purposes of performing non-discrimination testing for the Plan pursuant to this Section, a Member’s compensation shall be his compensation as defined in Section 415(c)(3) of the Code.  Such compensation shall be limited to $200,000, with such limitation adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code.

17.04.  Excess Tax Deferred Savings Contributions.  If a Member who had Tax Deferred Savings Contributions made on his behalf for a Plan Year files with the Committee, within the time limit prescribed by the Committee after the end of such Plan Year, a written statement, on a form acceptable to the Committee, that he has elective deferrals within the meaning of Section 402(g) of the Code for the taxable year in excess of the dollar limitation on elective deferrals to effect for such taxable year, and specifying the amount of such excess the Member claims as allocable to the Plan, the amount of such excess and any income allocable to such excess elective deferral shall be distributed to the Member by April 15 of the year following the year of the excess elective deferral.  Any distribution of excess Tax Deferred Savings Contributions pursuant to the provisions of this Section shall be adjusted for income or loss allocated thereto through the last day of the Plan Year to which such excess deferrals relate in the manner determined by the Committee in accordance with any method permissible under Treasury regulation section 1.402(g)-1(e)(5).  The foregoing shall not apply to catch-up contributions made pursuant to Section 17.01 of the Plan and Section 414(v) of the Code.

17.05.  Investment and Administration of Tax Deferred Savings Contributions.  Any Tax Deferred Savings Contributions, including catch-up contributions, which are credited to a Member’s Account shall be deposited with the Funding Agent and commingled for investment purposes with other Plan Assets.  The Funding Agent shall account for the Tax Deferred Savings Contributions, including catch-up contributions, of a Member separately in accordance with the procedures applicable to Accounts in general.  Except as specifically provided in this Article XVII, Tax Deferred Savings Contributions, including catch-up contributions, shall be held and administered in accordance with the procedures applicable to contributions to credited Accounts.  Notwithstanding the foregoing, in no event shall the amount of a Member’s Account attributable to Tax Deferred Savings Contributions, including catch-up contributions, be distributable to such Member or his Beneficiary earlier than (i) separation from service, death, or disability; or (ii) attainment of age 59-1/2.

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17.06.  Vesting.  A Member shall be 100% vested at all times in the value of his Tax Deferred Savings Contributions, including catch-up contributions.

17.07.  Distribution of Tax Deferred Savings Contributions.  Subject to the limitations set forth in this Section 17.07, each Member shall be entitled to receive the entire interest of his Account attributable to his Tax Deferred Savings Contributions in a single sum upon the termination of such Member’s employment with the Employer and the Controlled Entities; provided, however, that if such interest when added to any other Vested Interest of the Member under the Plan exceeds $5,000, such interest may not be distributed to such Member prior to Normal Retirement Age without his consent and if such interest when added to any other Vested Interest of the Member under the Plan exceeds $5,000 (disregarding any Rollover contributions and earnings allocable thereto, in accordance with Section 9.05), the consent of his spouse shall also be required.  Notwithstanding the foregoing, any such distribution of Tax Deferred Savings Contributions shall be made in the following manner unless the Member elects otherwise:

(1)Married Members.  The standard form of benefit payment of Tax Deferred Savings Contributions, including catch-up contributions, for any Member who is married on the date such Contributions are to be distributable to him shall be an immediate 50% joint and survivor annuity.  Such joint and survivor annuity shall be a commercial annuity which is payable for the life of the Member with a survivor annuity for the life of the Member’s surviving spouse equal to 50% of the amount of the annuity payable during the joint lives of the Member and such Member’s surviving spouse.  The standard joint and survivor annuity shall be paid automatically as provided hereunder unless the Member elects to receive his benefit payments in another form during the election period described in Section 9.03(d); provided, however, that the Member’s spouse consents in writing to such election pursuant to the provisions of Section 9.03(e).  Any such election may be revoked and subsequent elections may be made, or revoked, at any time during such election period provided that the Member’s spouse consents thereto in writing and such consent acknowledges the effect of such action and is witnessed by a notary public or plan representative unless a Plan representative finds that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder.  In the event any Member receives his Vested Interest in such a single sum form, no other benefit shall be payable with respect to him under the Plan.  If the Member has elected not to receive the standard joint and survivor annuity as provided herein, such Member’s benefit shall be paid in a single sum.

(2)Unmarried Members.  The standard form of benefit payment of Tax Deferred Savings Contributions, including catch-up contributions, for any Member who is not married on the date such Contributions are distributable to him, shall be a single life annuity, unless such Member selects to receive his benefit payments in another form during the election period described in Section 9.03(e).

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(3)Vested Amounts Not Exceeding $5,000.  Section 9.05 shall also apply to the distribution of a Member’s interest in his Account attributable to his Tax Deferred Savings Contributions.

In the event that a Member dies prior to receiving the entire interest of his Account attributable to his Tax Deferred Savings Contributions, including catch-up contributions, any such remaining interest shall be distributed to his Beneficiary in accordance with the provisions of Section 9.04.  If a Member’s employment status changes from that of a common law employee of the Employer to a Leased Worker, such Member shall not be deemed to have a “termination of employment” and, therefore, will not be eligible for a distribution under the Plan as a result of such employment status change.  Further, a Member’s deemed severance from employment pursuant to Section 414(u)(12)(B)(i) shall not be a “termination from employment,” and, therefore, such Member shall not be eligible for a distribution under the Plan as a result of such deemed severance.

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XVIII.    LOANS

18.01.  Eligibility for Loan.  Upon application by (1) any Member who (a) is on the United States payroll of the Employer , (b) has been actively employed by a Controlled Entity for a period of at least one year and (c) is receiving compensation other than severance pay from a Controlled Entity, or (2) any Member (x) who is a party-in-interest, as that term is defined in section 3(14) of ERISA, as to the Plan, (y) who is no longer employed by the Employer, who is a beneficiary of a deceased Member, or who is an alternate payee under a qualified domestic relations order, as that term is defined in section 414(p)(8) of the Code, and (z) who retains a balance in his Account attributable to Tax Deferred Savings Contributions or Rollover Contributions under the Plan (an individual who is eligible to apply for a loan under this Article being hereinafter referred to as a ‘Member’), the Company may in its discretion direct the Funding Agent to make a loan or loans to such Member provided that such Member has not had an outstanding loan from the Plan for at least six months and provided further that a loan from the Plan to such Member is not prohibited by applicable law.  Such loans shall be made pursuant to the provisions of the Company’s written loan procedure, which procedure is hereby incorporated by reference as a part of the Plan.

18.02.  Maximum Loan.

(a)A loan to a Member may not exceed 50% of the nonforfeitable balance of such Member’s Account attributable to Tax Deferred Savings Contributions or Rollover Contributions.

(b)Paragraph (a) above to the contrary notwithstanding, the amount of a loan made to a Member under this Article shall not exceed an amount equal to the difference between:

(i)The lesser of $50,000 (reduced by the excess, if any, of (A) the highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date on which the loan is made over (B) the outstanding balance of loans from the Plan on the date on which the loan is made) or one-half of the present value of the Member’s total nonforfeitable accrued benefit under all qualified plans of the Employer or a Controlled Entity; minus

(ii)The total outstanding loan balance of the Member under all other loans from all qualified plans of the Employer or a Controlled Entity.

(c)A Member may only pledge the portion of his Account attributable to Tax Deferred Savings Contributions or Rollover Contributions as security for a loan pursuant to this Article.

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EXECUTED at Houston, Texas this ____ day of _________________, 2014.

CAMERON INTERNATIONAL CORPORATION

By:

Title:

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APPENDIX ASECTION 415 LIMITATIONS

Section 1.  Application.  The provisions set forth in this Appendix A are intended solely to comply with the requirements of Section 415 of the Code, as amended, and shall be interpreted, applied, and if and to the extent necessary, deemed modified without further formal language so as to satisfy solely the minimum requirements of said Section.  For such purposes, the limitations of Section 415 of the Code, as amended, and the Treasury regulations promulgated thereunder are hereby incorporated by reference and made part hereof as though fully set forth herein, but shall be applied only to particular Plan benefits in accordance with the provisions of this Appendix A, to the extent such provisions are not consistent with Section 415 of the Code and such Treasury regulations.  If there is any discrepancy between the provisions in this Appendix A and the provisions of Section 415 of the Code and such Treasury regulations, such discrepancy shall be resolved in such a way as to give full effect to the provisions of Section 415 of the Code and such Treasury regulations.  This Appendix shall also include reference to the applicable provisions of any successor regulation promulgated under Section 415 of the Code.

Section 2.  Definitions.  For purposes of this Appendix, the following terms and phrases shall have these respective meanings:

(a)“Annual Additions” of a Member for any Limitation Year shall mean all amounts that are annual additions (as defined under Treasury Regulation § 1.415(c)-1(b)), including, without limitation, the Company Contributions, Tax Deferred Savings Contributions, and forfeitures, if any, allocated to such Member’s Account for such year.

(b)“415 Compensation” of a Member for any Limitation Year shall mean the total of all amounts of compensation (within the meaning of Treasury Regulation § 1.415(c)-2(d)(4)), paid by the Employer to or for the benefit of a Member in such Limitation Year, including all compensation for services rendered or labor performed for the Employer which are required to be reported on the Member’s federal income tax withholding statement or statements (Form W-2 or its subsequent equivalent), plus amounts that would be so reported but for an election under Section(s) 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b) of the Code.  The 415 Compensation of a Member for any Limitation Year shall include payments of regular compensation for services during the Member’s regular working hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments that are paid to the Member following his Severance Date but which would have been paid to the Member prior to such date if he had continued in employment with the Employer, provided that such payments are paid by the later of two and one-half  months following the Member’s Severance Date or the end of the Limitation Year that includes the Severance Date.  The 415 Compensation of any Member taken into account for purposes of the Plan shall be limited to $200,000 for any Plan Year with such limitation to be adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code and prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.  415 Compensation shall also include “differential wage payments,” as defined in Section 3401(h) of the Code.

A-1

(c)“Limitation Year” shall mean the calendar year.

(d)“Maximum Annual Additions” of a Member for any Limitation Year shall mean the lesser of (a) $40,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code and Treasury Regulation § 1.415(d)-1(b)) or (b) 100% of such Member’s 415 Compensation during such Limitation Year, as determined in accordance with the requirements of Treasury Regulation § 1.415(c)-2.

Section 3. Limitations and Corrections.  Contrary Plan provisions notwithstanding, in no event shall the Annual Additions credited to a Member’s Account for any Limitation Year exceed the Maximum Annual Additions for such Members for such year.

Section 4.  Multiple Plans.  For purposes of determining whether the Annual Additions under this Plan exceed the limitations herein provided, all defined contribution plans of the Company are to be treated as one defined contribution plan.  In addition, all defined contribution plans of Controlled Entities shall be aggregated for this purpose.  For purposes of this Appendix only, a “Controlled Entity” shall be determined in accordance with Treasury Regulation § 1.415(a)-1(f)(1).  If the Annual Additions credited to a Member’s Account for any Limitation Year under this Plan plus the additions credited on his behalf under other defined contribution plans required to be aggregated pursuant to this Appendix would exceed the Maximum Annual Additions for such Member for such Limitation Year, the Annual Additions under this Plan and the additions under such other plans shall be reduced on a pro rata basis and allocated, reallocated, or returned in accordance with applicable law.

Section 5.  Contribution Adjustments. If the limitations set forth in this Appendix would not otherwise be met for any Limitation Year, the Tax Deferred Savings Contributions elections of affected Members may be reduced by the Committee on a temporary and prospective basis in such manner as the Committee shall determine; provided, however, that no such reduction shall be effected in a way that adversely affects the catch-up contribution rights of such Members.

A-2

APPENDIX B

HISTORICAL COLLECTIVELY BARGAINEDCONTRIBUTION RATES

Pursuant to the collective bargaining agreement covering the Eligible Employees, effective January 1, 1995, Tax Deferred Savings Contributions made by Members pursuant to Section 17.01 of the Plan were limited to $1.50 per Contribution Hour.

Pursuant to the collective bargaining agreement covering the Eligible Employees:

1.Effective as of November 4, 1996, the limitation on Tax Deferred Savings Contributions made by Members pursuant to Section 17.01 of the Plan was raised to $2.00 per Contribution Hour.  Effective as of January 1, 2002, the limitation on Tax Deferred Savings Contributions made by Members pursuant to Section 17.01 of the Plan were raised to $2.50 per Contribution Hour.  Effective as of July 31, 2006, the limitation on Tax Deferred Savings Contributions made by Members pursuant to Section 17.01 of the Plan was raised to $5.00 per Contribution Hour.

2.The Company contribution rates contained in Section 3.02 of the Plan were changed to the following rates for the following effective dates:

Effective Date of Contribution RateT	Contribution Rate
On and after July 29, 1996 but before November 4, 1996	$	.65
On and after November 4, 1996 but before July 27, 1998	$	.75
On and after July 27, 1998 but before July 26, 1999	$	.80
On and after July 26, 1999	$	.85
On and after July 31, 2000 but before July 30, 2001	$	.90
On and after July 30, 2001 but before July 29, 2002	$	.95
On and after July 29, 2002 but before July 28, 2003	$	1.00
On and after July 28, 2003 but before July 31, 2006	$	1.10
On and after July 31, 2006 but before July 30, 2007	$	1.15

B-1

EX-10.11

EXHIBIT 10.11

November 16, 2013

[NAME]

[ADDRESS]

Dear ________,

Cameron International Corporation (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders.  The Company recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control¹  may arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.  Accordingly, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that appropriate steps should be taken to assure the Company of the continuation of your service and to reinforce and encourage the attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control. In particular the Committee believes it important, should the Company or its shareholders receive a proposal for or notice of a Change in Control, or consider one itself, that you be able to assess and advise the Company whether such transaction would be or is in the best interests of the Company and its shareholders, and to take such other action regarding such transaction as the Committee might determine to be appropriate, without being influenced by the uncertainties of your own situation.

In order to induce you to remain in the employ of the Company, this letter agreement (the “Agreement”), prepared pursuant to authority granted by the Committee, sets forth the compensation and severance benefits which the Company agrees will be provided to you should your employment with the Company be terminated in connection with a Change in Control under the circumstances described below.

This Agreement shall remain in full force and effect for as long as you remain in your current position with the Company or any other position of equal or higher grade which is classified as entitled to a Change in Control Agreement with the same severance multiple; provided, however, that this Agreement shall terminate and cease to be in full force and effect upon your giving notice of your intent to terminate your employment with the Company for any reason other than Good Reason, whether by Retirement, early retirement, or otherwise.  This Agreement supersedes any prior agreement between you and the Company regarding the subject matter hereof.  For the avoidance of doubt, this agreement does not supersede the terms of any equity incentive compensation arrangement governing the terms of your equity incentive awards.

¹ Reference is made to Annex I hereto for definitions of certain terms used in this Agreement, and such definitions are incorporated herein by such reference with the same effect as if set forth herein.  Certain capitalized terms used in this Agreement in connection with the description of various Plans are defined in the respective Plans, but if any conflicts with a definition herein contained, the latter shall prevail.

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1.Termination in Connection with a Change in Control.

(a)If there is a termination of your employment with the Company either by the Company without Cause or by you for Good Reason during the period between the Effective Date of a Change in Control and two years following the Effective Date (the “Effective Period”), and if such Effective Date occurs during the term of this Agreement, you shall be entitled to the following benefits, whether or not this Agreement has been cancelled prior to the time of your termination:

(i)all benefits conferred upon you by the Severance Package, and

(ii)in addition, all benefits payable under the provisions either of the Company’s employee and executive Plans in which you are a participant immediately prior to the Effective Date, or of those plans in existence at the time of the applicable Termination Date, whichever are more favorable to you, in accordance with the terms and conditions of such Plans or plans, such benefits to be paid under such Plans or plans and not under this Agreement.

(b)Notwithstanding the above, you shall not be entitled to the Severance Package if your termination results from your death or Disability, unless your death or Disability occurs (i) during the Effective Period and (ii) after either it has been decided that you will be terminated without Cause during the Effective Period, or you have given notice of termination for Good Reason during the Effective Period.

(c)You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by you as the result of your employment by another employer after the applicable Termination Date.

2.Procedures for Termination.

(a)If it is intended that your employment be terminated by you for Good Reason you shall transmit to the Company written notice setting forth the particulars upon which you base your determination that Good Reason exists and, only if the stated basis therefore is capable of being cured, requesting a cure within ten days. Failing such a cure, a “final separation” shall then occur, and if such stated basis is not capable of cure by the Company, “final separation” shall occur simultaneously with delivery of such notice.  For purposes of this Agreement, a “Termination Date” shall be deemed to have occurred upon the date of such “final separation”.

(b)If it is intended that your employment be terminated by the Company, whether with Cause or without Cause, a “Termination Date” shall be deemed to have occurred upon the 30^th day following the date of your receipt of written notice from the Company of this determination, or upon the date specified in such notice, whichever is later.

(c)

3.Dispute Resolution.

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(a)It is irrevocably agreed that if any dispute arises between us under this Agreement: (i) exclusive jurisdiction shall be in the lowest Texas state court of general jurisdiction sitting in Harris County, Texas; (ii) we are each at the time present in Texas for the purpose of conferring personal jurisdiction; (iii) any such action may be brought in such court, and any objection that the Company or you may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court is waived, and we each agree not to plead or claim the same; (iv) service of process in any such proceeding or action may be effected by mailing a copy thereof by registered or certified mail, return receipt requested (or any substantially similar form of mail), postage prepaid, to such party at the address provided in Section 6 hereof; and (v) prior to any trial on the merits, we will submit to court supervised, non-binding mediation.

(b)Notwithstanding any contrary provision of Texas law, the Company shall have the burden of proof with respect to any of the following: (i) that Cause existed at the time any notice was given to you under Section 2; (ii) that Good Reason did not exist at the time notice was given to the Company under Section 2; and (iii) that a Change in Control has not occurred.

4.Successors; Binding Agreement.

(a)In the event any Successor (as defined below) does not assume this Agreement by operation of law the Company will seek to have such Successor, by agreement in form and substance satisfactory to you, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it.  If there has been a Change in Control prior to, or a Change in Control will result from, any such succession, then failure of the Company to obtain at your request such agreement prior to or upon the effectiveness of any such succession (unless assumption occurs as a matter of law) shall constitute Good Reason for termination by you of your employment and, upon delivery of your written notice of termination to the Company, you shall be entitled to the benefits provided for in this Agreement as a result of such termination.  “Successor” shall mean any Person that succeeds to, or has the ability to control, the Company’s business as a whole, whether directly by merger, consolidation, spin-off or similar transaction or indirectly by purchase of the Company’s Voting Securities or acquisition of all or substantially all of the assets of the Company.

(b)This Agreement shall inure to the benefit of and be enforceable by your personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

5.Fees and Expenses. The Company shall pay all legal fees and expenses incurred by you as a result of you seeking to interpret, obtain, assert or enforce any right or benefit conferred upon you by this Agreement to the extent you are the prevailing party.  Such payment shall be made on or before the last day of the taxable year following the taxable year in which you incurred the applicable legal fees and expenses.

6.Notices.  Any and all notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered in person to the persons specified below or deposited in the United States mail, certified or registered mail, postage prepaid and addressed as follows:

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If to the Company:	Cameron International Corporation
	1333 West Loop South, Suite 1700
	Houston, Texas 77027
	Attention: Chief Executive Officer
If to you:	[NAME]
	[ADDRESS]

Either party may change, by the giving of notice in accordance with this Section 6, the address to which notices are thereafter to be sent.

7.Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

8.Survival.  All obligations undertaken and benefits conferred pursuant to this Agreement shall survive any termination of your employment and continue until performed in full.

9.Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by you and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  This Agreement shall be governed in all respects, including as to validity, interpretation, construction, performance and effect, by the internal laws of the State of Texas without regard to choice of law principles.

10.Duplicate Originals.  This Agreement has been executed in duplicate originals, with one to be held by each of the parties hereto.

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If this Agreement correctly sets forth our understanding with respect to the subject matter hereof, please sign and return one copy of this Agreement to the Company.

Sincerely,
CAMERON INTERNATIONAL CORPORATION
By:
	Jack B. Moore
	President and
	Chief Executive Officer

Agreed to as of the _____ day of

[NAME]

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Annex I to Agreement dated November 16, 2013

between

Cameron International Corporation

and

[NAME]

DEFINITION OF

CERTAIN TERMS

“Agreement” means the letter agreement between [NAME] and the Company dated November 16, 2013.

“Bonus Plan” means for each year, the Company’s Management Incentive Compensation Plan or any other Plan adopted by the Board which provides for the payment of additional compensation on an annual basis to senior executive officers contingent upon the Company’s results of operations for that specific year, in either case as such Plan shall be amended or modified to, but not on or after, any Effective Date.

“Cause” means (i) your conviction by a court of competent jurisdiction, from which conviction no further appeal can be taken, of a felony-grade crime involving moral turpitude, or (ii) your willful failure to perform substantially your 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 your part shall be considered “willful” unless done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company.

“Change in Control” means the earliest date at which:

(i)any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), 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)individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board;

(iii)a merger or consolidation involving the Company or its stock or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company, unless, immediately following such transaction, 50% or more of the then outstanding Voting Securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners of the Company’s outstanding Voting Securities immediately prior to such transaction (treating, for purposes of determining whether the 50% continuity test is met, any ownership of the Voting Securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or other ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding Voting Securities immediately prior to the transaction);

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(iv)all or substantially all of the assets of the Company are sold or transferred to a Person as to which (A) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (B) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in you, or a group of Persons which includes you, acquiring 20% or more of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

“Code” means the Internal Revenue Code of 1986, as amended.

“Defined Contribution Plan” means the Company’s Retirement Savings Plan and Nonqualified Deferred Compensation Plan, as the same shall be amended or modified prior to, but not on or after, any Effective Date.

“Disability” means your continuing full-time absence from your duties with the Company for 180 days or longer as a result of physical or mental incapacity.

“Effective Date” means the earliest date to occur of any of the following: (i) any of the events set forth under the definition of Change in Control shall have occurred; (ii) the receipt by the Company of a Schedule 13D stating the intention of any Person to take actions which, if accomplished, would constitute a Change in Control; (iii) the public announcement by any Person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (iv) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (v) consideration by the Board of a transaction which, if consummated, would result in a Change in Control.

If, however, an Effective Date occurs but the proposed transaction to which it relates ceases to be actively considered, the Effective Period will be deemed not to have commenced for purposes of this Agreement.  If an Effective Date occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Date with respect to the Change in Control that ultimately occurs shall be that date upon which consideration was revived and ultimately carried through to consummation.

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“Effective Period” means the period between the Effective Date of a Change in Control and the later of (i) two years following the Effective Date or (ii) one year following the consummation of the Change in Control.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Good Reason” means any of the following:

(i)a change in your status, title(s) or position(s) with the Company, including as an officer of the Company, which, in your reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from your status, title(s) and position(s) immediately prior to the Effective Date; or the assignment to you of any duties or responsibilities which, in your reasonable judgment, are inconsistent with such status, title(s) or position(s); or the withdrawal from you of any duties or responsibilities which in your reasonable opinion are consistent with such status, title(s) or position(s); or any removal of you from or any failure to reappoint or reelect you to such position(s); provided that the circumstances described in this item (i) do not apply if as a result of your death, Retirement, or Disability or following receipt by you of written notice from the Company of the termination of your employment for Cause;

(ii)a reduction by the Company any time after the Effective Date in your then current base salary;

(iii)the failure by the Company to continue in effect any Plan in which you were participating immediately prior to the Effective Date other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would adversely affect your continued participation in any such Plan on at least as favorable a basis to you as is the case immediately prior to the Effective Date or which would materially reduce your benefits under any such Plan or deprive you of any material benefit enjoyed by you immediately prior to the Effective Date, except with your express written consent;

(iv)the relocation of the principal place of your employment to a location 25 miles further from your principal residence without your express written consent;

(v)the failure by the Company upon a Change in Control to obtain the express assumption of this Agreement by any Successor (other than by operation of law);

(vi)any refusal by the Company to continue to allow you to attend to or engage in matters or activities not directly related to the business of the Company which you attended to or were engaged in immediately prior to the Effective Date and which do not otherwise violate your obligations of employment with the Company; or

(vii)any continuing material default by the Company in the performance of its obligations under this Agreement, whether before or after a Change in Control.

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“Market Value” means, when used with respect to Shares or Voting Securities, the closing price thereof on the New York Stock Exchange on the date for which the Market Value is to be determined, or if not listed thereon, on such other exchange as shall at that time constitute the principal exchange for trading the Shares or Voting Securities.

“Other Plans” means any thrift, bonus or incentive, stock option or stock accumulation, pension, medical, disability, accident or life insurance plan, program or policy of the Company which is intended to benefit employees of the Company similarly situated to you (other than the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, or LTIP Plan).

“Person” means any individual, corporation, partnership, group, association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company or any Plans sponsored by the Company.

“Perquisites” means individual perquisite benefits received by you immediately prior to the Effective Date, including, but not limited to, club membership dues and certain automobile expenses.

“Plans” means the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, LTIP Plan, and Other Plans.

“Retirement” means termination of your employment on or after the attainment of age 60 and 10 years of service under the Defined Contribution Plan.

“Severance Package” means your right to receive, and the Company’s obligation to pay and/or perform the following:

(a)the Company shall pay to you, on the date six months, two days after the applicable Termination Date, a lump sum cash amount equal to the sum of (i) one times the highest annual rate of base salary in effect during the current year or any of the three years preceding the Termination Date, and (ii) one times the greater of (A) the target award you would have been eligible to receive under the Bonus Plan in respect of the current year, regardless of any limitations otherwise applicable to the Bonus Plan (i.e., the failure to have completed any vesting period or the current measurement period, or the failure to achieve any performance goal applicable to all or any portion of the measurement period) or (B) the largest award earned (whether or not paid) under the Bonus Plan in respect of any of the three years preceding the Termination Date;

(b)you will be immediately vested in any unvested portion of your interest in the Defined Contribution Plan, and any portion which can not be provided under the Retirement Savings Plan will be paid in accordance with your latest election under the Company’s Nonqualified Deferred Compensation Plan;

(c)the Company shall pay to you, on the date six months and two days after the applicable Termination Date, an amount in cash equal to one times the average annual cost incurred by the Company, during the three calendar years preceding the calendar year in which the Termination Date occurs, as a result of your participation in all insured and self-insured employee welfare benefit Plans and Perquisites in which you were entitled to participate immediately prior to the Termination Date (or such fewer whole calendar years as you have so participated).

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(d)Notwithstanding the foregoing provisions of the Severance Package, (i) if you are not a “Specified Employee” within the meaning of 409A of the Code as of your Termination Date, then the above provided benefits will be provided rather than six months and two days after the Termination Date, on the tenth day following the Termination Date and (ii) upon your death after the Termination Date any unpaid part of the Severance Package will be paid immediately.

Anything else in this Agreement to the contrary notwithstanding, if (i) your employment with the Company is terminated in connection with a Change in Control, (ii) you are entitled to the Severance Package, and (iii) your Termination Date occurs within 6 months prior to the closing of the transaction constituting a Change in Control, then all amounts to which you are or shall become entitled to under this Agreement, shall be paid on the date 6 months following the date of your termination of employment, provided that a Change in Control has occurred in such 6 month period.

“Shares” means shares of Common Stock, $.01 par value, of the Company as of the date of this Agreement, as the same shall be subsequently amended, modified or changed.

“Termination Date” shall have the meaning given it by Section 2 of the Agreement, provided that for purposes of the timing of any payment of non-qualified deferred compensation under Code Section 409A, “Termination Date” shall mean a “separation from service,” as defined in Section 1.409A-1(h) of the U.S. Treasury regulations has occurred.

“Voting Securities” means, with respect to any corporation or business enterprise, those securities which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

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EX-10.22

EXHIBIT 10.22

INDEMNIFICATION AND WAIVER AGREEMENT

THIS INDEMNIFICATION AND WAIVER AGREEMENT (the “Agreement”) is effective as of December 9, 2013, by and among Cameron International Corporation, a Delaware corporation (the “Company” or “Cameron”), and H. Paulett Eberhart (the “Indemnitee”).

WHEREAS, the Indemnitee has been asked to serve on the Board of Directors of Cameron (the “Board”)

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify persons serving it in a directors of Cameron to the fullest extent permitted by applicable law so that they will serve or continue to serve as directors of Cameron free from undue concern that they will not be so indemnified;

WHEREAS, the Indemnitee is willing to serve and continue to serve on the Board on the condition that she be so indemnified; and

WHEREAS, to the extent permitted by law, this Agreement is a supplement to and in furtherance of the provisions of the Restated Certificate of Incorporation of the Company (the “Certificate”) and the provisions of the Bylaws of the Company (the “Bylaws”) or resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of the Indemnitee thereunder;

NOW THEREFORE, in consideration of the premises and the covenants contained herein, the Company and the Indemnitee do hereby covenant and agree as follows:

Section 1.Services by the Indemnitee.  The Indemnitee agrees to serve at the request of Cameron as a director of Cameron (including, without limitation, service on one or more committees of the Board).  Notwithstanding the foregoing, the Indemnitee may at any time and for any reason resign from any such position.

Section 2.Indemnification - General.  The Company shall indemnify, and advance Expenses (as hereinafter defined) to, the Indemnitee (i) as provided in this Agreement and (ii) to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit.  The rights of the Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.  The Company expressly acknowledges and agrees that its indemnification obligation hereunder could involve indemnification for Indemnitee negligence or under theories of strict liability.

Section 3.Advancement of Expenses.  (a) The Company shall advance all Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding (as hereinafter defined), within 10 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by or on behalf of the Indemnitee.  All amounts advanced to the Indemnitee by the Company pursuant to this Section 3 shall be without interest.  The Company shall make all advances pursuant to this Section 3 without regard to the financial ability of the Indemnitee to make repayment, without bond or other security and without regard to the prospect of whether the Indemnitee may ultimately be found to be entitled to indemnification under the provisions of this Agreement.

(b)The Indemnitee hereby expressly undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined by a final, non-appealable adjudication or arbitration decision that the Indemnitee is not entitled to be indemnified against such Expenses.  Any required reimbursement of Expenses by the Indemnitee shall be made by the Indemnitee to the Company within 30 days following the entry of the final, non-appealable adjudication or arbitration decision pursuant to which it is determined that the Indemnitee is not entitled to be indemnified against such Expenses.

Section 4.Indemnification In Proceedings Other Than Proceedings by or in the Right of the Company.  The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of her status as a director of Cameron, she is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company.  Pursuant to this Section 4, the Company shall indemnify the Indemnitee against Expenses, judgments, penalties, fines and amounts paid in settlement (as and to the extent permitted hereunder) actually and reasonably incurred by her or on her behalf in connection with such Proceeding or any claim, issue or matter therein, if she acted in good faith and in a manner she reasonably believed to be in, and/or not opposed to, the best interests of the Company as a director of Cameron, and, with respect to any criminal Proceeding, if she also had no reasonable cause to believe her conduct was unlawful.

Section 5.Proceedings by or in the Right of the Company.  The Indemnitee shall be entitled to the rights of indemnification provided in this Section 5 if, by reason of her status as a director of Cameron, she is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor.  Pursuant to this Section 5, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by her or on her behalf in connection with such Proceeding if she acted in good faith and in a manner she reasonably believed to be in, or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification, provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the court in which such Proceeding shall have been brought or is pending, shall so determine.

Section 6.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) Notwithstanding any provision herein to the contrary, and in addition to the Indemnitee’s rights under Section 3, 4 and 5 hereof, to the extent that the Indemnitee is, by reason of her status as a director of Cameron, a party to and is successful, on the merits or otherwise, in any Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by her or on her behalf in connection therewith.  If the Indemnitee is not wholly successful in defense of any Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually incurred by her or on her behalf in connection with each such claim, issue or matter as to which the Indemnitee is successful, on the merits or otherwise.  For purposes of this Section 6(a), the term “successful, on the merits or otherwise,” shall include, but shall not be limited to, (i) the termination of any claim, issue or matter in a Proceeding by withdrawal or dismissal, with or without prejudice, (ii) termination of any claim, issue or matter in a Proceeding by any other means without any express finding of liability or guilt against the Indemnitee, with or without prejudice, (iii) the expiration of 120 days after the making of a claim or threat of a Proceeding without the institution of the same and without any promise or payment made to induce a settlement or (iv) the settlement of any claim, issue or matter in a Proceeding pursuant to which the Indemnitee pays less than $200,000.  The provisions of this Section 6(a) are subject to Section 6(b) below.

(b)In no event shall the Indemnitee be entitled to indemnification under Section 6(a) above with respect to a claim, issue or matter to the extent applicable law prohibits such indemnification.

Section 7.Indemnification for Expenses as a Witness.  Notwithstanding any provisions herein to the contrary, to the extent that the Indemnitee is, by reason of her status as a director of Cameron, a witness in any Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually incurred by or on behalf of the Indemnitee in connection therewith.

Section 8.Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Secretary of the Company a written request therefor, along with such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.  The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification.

(b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) by the Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (ii) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel (as hereinafter defined), as selected pursuant to Section 8(d), in a written opinion to the Board (which opinion may be a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee.  If it is so determined that the Indemnitee is entitled to indemnification, the Company shall make payment to the Indemnitee within 10 days after such determination.  The Indemnitee shall cooperate with the Person or Persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such Person or Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination.  Subject to the provisions of Section 10 hereof, any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the Person or Persons making such determination shall be borne by the Company, and the Company hereby agrees to indemnify and hold the Indemnitee harmless therefrom.

(c) Notwithstanding the foregoing, if a Change of Control has occurred, the Indemnitee may require a determination with respect to the Indemnitee’s entitlement to indemnification to be made by Independent Counsel, as selected pursuant to Section 8(c), in a written opinion to the Board (which opinion may be a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee.

(d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(a) or (b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c).  If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising her of the identity of the Independent Counsel so selected.  If a Change of Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and approved by the Company (which approval shall not be unreasonably withheld).  If (i) an Independent Counsel is to make the determination of entitlement pursuant to Section 8(a) or (b) hereof, and (ii) within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected, either the Company or the Indemnitee may petition the appropriate court of the State (as hereafter defined) or other court of competent jurisdiction for the appointment as Independent Counsel of a Person selected by such court or by such other Person as such court shall designate.  The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(a) or (b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed.  Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iv) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 9.Presumptions and Effect of Certain Proceedings; Construction of Certain Phrases. (a)In making a determination with respect to whether the Indemnitee is entitled to indemnification hereunder, the reviewing party making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.

(b)Subject to the terms of Section 16 below, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which she reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that her conduct was unlawful.

(c)For purposes of any determination of the Indemnitee’s entitlement to indemnification under this Agreement, the Indemnitee shall be deemed to have acted in good faith and in a manner she reasonably believed to be in or not opposed to the best interests of the Company, or with respect to a criminal Proceeding, to have also had no reasonable cause to believe her conduct was unlawful, if the Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to the Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal or financial counsel for the Company or the Board (or any committee thereof), or on information or records given or reports made by an independent certified public accountant or by an appraiser or other expert selected by the Company or the Board (or any committee thereof).  The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.  In addition, the knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be presumed that the Indemnitee has acted in good faith and in a manner she reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to a criminal Proceeding, that she also had no reasonable cause to believe her conduct was unlawful.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.

(d)For purposes of this Agreement, references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to an employee benefit plan.

Section 10.Remedies of the Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8 of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8 of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 7 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a determination has been made that the Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of her entitlement to such indemnification or advancement of Expenses.  Alternatively, the Indemnitee, at her sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association.  The Indemnitee shall commence such Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce his rights under Section 5 of this Agreement.

(b)In the event that a determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination.  In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification.  If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed).

(c)If a determination is made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement.

(e)In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce her rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually incurred by her in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous.  In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by her in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous.

(f)Any judicial adjudication or arbitration determined under this Section 10 shall be final and binding on the parties.

Section 11.Defense of Certain Proceedings.  In the event the Company shall be obligated under this Agreement to pay the Expenses of any Proceeding against the Indemnitee in which the Company is a co-defendant with the Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election to do so.  After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Indemnitee shall nevertheless be entitled to employ or continue to employ her own counsel in such Proceeding.  Employment of such counsel by the Indemnitee shall be at the cost and expense of the Company unless and until the Company shall have demonstrated to the reasonable satisfaction of the Indemnitee and the Indemnitee’s counsel that there is complete identity of issues and defenses and no conflict of interest between the Company and the Indemnitee in such Proceeding, after which time further employment of such counsel by the Indemnitee shall be at the cost and expense of the Indemnitee.  In all events, if the Company shall not, in fact, have timely employed counsel to assume the defense of such Proceeding, then the fees and Expenses of the Indemnitee’s counsel shall be at the cost and expense of the Company.

Section 12.Exception to Right of Indemnification or Advancement of Expenses.  Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against:

(i) the Company, except for (x) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (y) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law and (z) any counter-claim or cross‑claim brought or made by her against the Company in any Proceeding brought by or in the right of the Company against her; or

(ii) any other Person, except for Proceedings or claims approved by the Board.

Section 13.Contribution. (a)If, with respect to any Proceeding, the indemnification provided for in this Agreement is held by a court of competent jurisdiction to be unavailable to the Indemnitee for any reason other than that the Indemnitee did not act in good faith and in a manner she reasonably believed to be in, or not opposed to, the best interests of the Company or, with respect to a criminal Proceeding, that the Indemnitee had reasonable cause to believe her conduct was unlawful, the Company shall contribute to the amount of Expenses, judgments, penalties, fines and amounts paid in settlement actually incurred by the Indemnitee or on her behalf in connection with such Proceeding or any claim, issue or matter therein in such proportion as is appropriate to reflect the relative benefits received by the Indemnitee and the relative fault of the Indemnitee versus the other defendants or participants in connection with the action or inaction which resulted in such Expenses, judgments, penalties, fines and amounts paid in settlement, as well as any other relevant equitable considerations.

(b)The Company and the Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 13 were determined by pro rata or per capita allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 13(a) above.

(c)No Person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation.

Section 14.Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement.  In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary of the Company.

(a)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies.

(b)In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Section 15.Security.  Upon reasonable request by the Indemnitee, the Company shall provide security to the Indemnitee for the Company’s obligations hereunder through an irrevocable bank letter of credit, funded trust or other similar collateral.  Any such security, once provide

d to the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee, which consent shall be unreasonably withheld.

Section 16.Settlement of Claims.  The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, which consent shall not be unreasonably withheld.

Section 17.Duration of Agreement.  This Agreement shall be unaffected by the termination of the Indemnitee as a director of Cameron and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of her status as a director of Cameron, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not she is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

Section 18.Remedies of the Company.  The Company hereby covenants and agrees to submit any and all disputes relating to this Agreement that the parties are unable to resolve between themselves to binding arbitration pursuant to the rules of the American Arbitration Association and waives all rights to judicial adjudication of any matter or dispute relating to this Agreement except where judicial adjudication is requested or required by the Indemnitee.

Section 19.Covenant Not to Sue, Limitation of Actions and Release of Claims.  No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company (or any of its subsidiaries) against the Indemnitee, her spouse, heirs, executors, personal representatives or administrators after the expiration of two (2) years from the date on which the status of the Indemnitee as a director of Cameron is terminated (for any reason), and any claim or cause of action of the Company (or any of its subsidiaries) shall be extinguished and deemed released unless asserted by filing of a legal action within such two-year period; provided, however, that the foregoing shall not apply to any action or cause of action brought or asserted by the Company pursuant to or in respect of this Agreement and shall not constitute a waiver or release of any of the Company’s rights under this Agreement.

Section 20.Limitation of Liability.  Notwithstanding any other provision of this Agreement, neither party shall have any liability to the other for, and neither party shall be entitled to recover from the other, any consequential, special, punitive, multiple or exemplary damages as a result of a breach of this Agreement.

Section 21.Subrogation.  In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

Section 22.No Multiple Recovery.  The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 23.Definitions.  For purposes of this Agreement:

(a)“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.  For purposes hereof, “control” (including, with correlative meaning, the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, by contract or otherwise.

(b)“Change of Control” shall mean a change in control of the Company occurring after the date of this Agreement of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.  Without limiting the foregoing, such a Change in Control shall be deemed to have occurred if, after the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board; or (iv) approval by the shareholders of the Company of a liquidation or dissolution of the Company.

(c)“Company” means Cameron International Corporation, a Delaware corporation.

(d)“Disinterested Director” means a director of the Company who is not and was not a party to, or otherwise involved in, the Proceeding for which indemnification is sought by the Indemnitee.

(e)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(f)“Expenses” shall include all reasonable:  attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in a Proceeding.

(g)“Independent Counsel” means a law firm or a member of a law firm that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

(h)“Person” means a natural person, firm, partnership, joint venture, association, corporation, company, limited liability company, trust, business trust, estate or other entity.

(i)“Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative.

(j)“State” means the State of Texas.

Section 24.Non-Exclusivity.  The Indemnitee’s rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Certificate, the Bylaws, any agreement, a vote of stockholders, a resolution of directors, constitutional documents of any employee benefit plan or otherwise.

Section 25.Remedies Not Exclusive.  No right or remedy herein conferred upon the Indemnitee is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative of and in addition to the rights and remedies given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy of the Indemnitee hereunder or otherwise shall not be deemed an election of remedies on the part of the Indemnitee and shall not prevent the concurrent assertion or employment of any other right or remedy by the Indemnitee.

Section 26.Changes in Law.  In the event that a change in applicable law after the date of this Agreement, whether by statute, rule or judicial decision, expands or otherwise increases the right or ability of a Delaware corporation to indemnify a member of its board of directors or an officer, the Indemnitee shall, by this Agreement, enjoy the greater benefits so afforded by such change.  In the event that a change in applicable law after the date of this Agreement, whether by statute, rule or judicial decision, narrows or otherwise reduces the right or ability of a Delaware corporation to indemnify a member of its board of directors or an officer, such change shall have no effect on this Agreement or any of the Indemnitee’s rights hereunder, except and only to the extent required by law.

Section 27.Interpretation of Agreement.  The Company and the Indemnitee acknowledge and agree that it is their intention that this Agreement be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent now or hereafter permitted by law.

Section 28.Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision or provisions held invalid, illegal or unenforceable.

Section 29.Governing Law; Jurisdiction and Venue; Specific Performance.

(a)The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b)ANY “ACTION OR PROCEEDING” (AS SUCH TERM IS DEFINED BELOW) ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE FILED IN AND LITIGATED OR ARBITRATED SOLELY BEFORE THE COURTS LOCATED IN OR ARBITRATORS SITTING IN HARRIS COUNTY IN THE STATE OF TEXAS, AND EACH PARTY TO THIS AGREEMENT:  (i) GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND ARBITRATORS AND VENUE THEREIN, AND WAIVES TO THE FULLEST EXTENT PROVIDED BY LAW ANY DEFENSE OR OBJECTION TO SUCH JURISDICTION AND VENUE BASED UPON THE DOCTRINE OF “FORUM NON CONVENIENS;” AND (ii) GENERALLY AND UNCONDITIONALLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY DELIVERY OF CERTIFIED OR REGISTERED MAILING OF THE SUMMONS AND COMPLAINT IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS AGREEMENT.  FOR PURPOSES OF THIS SECTION, THE TERM “ACTION OR PROCEEDING” IS DEFINED AS ANY AND ALL CLAIMS, SUITS, ACTIONS, HEARINGS, ARBITRATIONS OR OTHER SIMILAR PROCEEDINGS, INCLUDING APPEALS AND PETITIONS THEREFROM, WHETHER FORMAL OR INFORMAL, GOVERNMENTAL OR NON‑GOVERNMENTAL, OR CIVIL OR CRIMINAL.  THE FOREGOING CONSENT TO JURISDICTION SHALL NOT CONSTITUTE GENERAL CONSENT TO SERVICE OF PROCESS IN THE STATE FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE, AND SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT.

(c)The Company acknowledges that the Indemnitee may, as a result of the Company’s breach of its covenants and obligations under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage which cannot be reasonably or adequately compensated by damages at law.  Consequently, the Company agrees that the Indemnitee shall be entitled, in the event of the Company’s breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction, including enforcement of each provision of this Agreement by specific performance and/or temporary, preliminary and/or permanent injunctions enforcing any of the Indemnitee’s rights, requiring performance by the Company, or enjoining any breach by the Company, all without proof of any actual damages that have been or may be caused to the Indemnitee by such breach or threatened breach and without the posting of bond or other security in connection therewith.  The Company waives the claim or defense therein that the Indemnitee has an adequate remedy at law, and the Company shall not allege or otherwise assert the legal position that any such remedy at law exists.  The Company agrees and acknowledges that:  (i) the terms of this Section 30(c) are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to serve as a director of Cameron; and (iii) the Indemnitee relied upon this waiver in entering into this Agreement and will continue to rely on this waiver in its future dealings with the Company.  The Company represents and warrants that it has reviewed this provision with its legal counsel, and that it has knowingly and voluntarily waived its rights referenced in this Section 30 following consultation with such legal counsel.

Section 30.Nondisclosure of Payments.  Except as expressly required by Federal securities laws, the Company shall not disclose any payments under this Agreement without the prior written consent of the Indemnitee.  Any payments to the Indemnitee that must be disclosed shall, unless otherwise required by law, be described only in the Company proxy or information statements relating to special and/or annual meetings of the Company’s shareholders, and the Company shall afford the Indemnitee a reasonable opportunity to review all such disclosures and, if requested by the Indemnitee, to explain in such statement any mitigating circumstances regarding the events reported.

Section 31.Notice by the Indemnitee.  The Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder.

Section 32.Notices.  All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and received for by the party to whom said notice or other communication shall have been directed, or (b) mailed by U.S. certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:  (i) if to the Company: Cameron International Corporation, 1333 West Loop South, Suite 1700, Houston, Texas 77027, Attention:  Chief Executive Officer; and (ii) if to any other party hereto, including the Indemnitee, to the address of such party set forth on the signature page hereof; or to such other address as may have been furnished by any party to the other(s).

Section 33.Modification and Waiver.  No supplement, modification or amendment of this Agreement or any provision hereof shall limit or restrict in any way any right of the Indemnitee under this Agreement with respect to any action taken or omitted by the Indemnitee in her role as a director of Cameron prior to such supplement, modification or amendment.  No supplement, modification or amendment of this Agreement or any provision hereof shall be binding unless executed in writing by both of the Company and the Indemnitee.  No waiver of any provision of this Agreement shall be deemed or shall constitute a wavier of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 34.Headings.  The headings of the Sections or paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 35.Identical Counterparts.  This Agreement may be executed in one or more counterparts (whether by original, photocopy or facsimile signature), each of which shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same Agreement.  Only one such counterpart executed by the party against whom enforcement is sought must be produced to evidence the existence of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

INDEMNITEE		CAMERON INTERNATIONAL
		CORPORATION
Name:	H. Paulett Eberhart	Name:	Jack B. Moore
Title:	Member of the Board of Directors	Title:	Chairman, President and
			Chief Executive Officer
Address:		Address:	1333 West Loop South,
			Suite 1700
			Houston, Texas 77027

EX-10.26

EXHIBIT 10.26

ONESUBSEA LLC

RETIREMENT SAVINGS PLAN

As Adopted

Effective April 1, 2013

ONESUBSEA LLC RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND CONSTRUCTION		1
1.1.	Definitions.	1
1.2.	Construction.	11
ARTICLE II ELIGIBILITY TO PARTICIPATE		12
2.1.	Commencement of Participation.	12
2.2.	Changes in Employment Status.	13
2.3.	Election Form.	13
ARTICLE III CONTRIBUTIONS		14
3.1.	Basic Contributions.	14
3.2.	Matching Contributions.	14
3.3.	Rollover Contributions.	15
3.4.	Transferred Contributions.	15
3.5.	Catch-Up Contributions.	15
3.6.	Retirement Contributions.	16
3.7.	Effect of Plan Termination or Withdrawal.	16
ARTICLE IV ADMINISTRATION OF CONTRIBUTIONS		17
4.1.	Limitations on Basic Contributions.	17
4.2.	Excess Elective Deferrals.	17
4.3.	Limitation on Matching Contributions.	17
4.4.	Delivery of Contributions.	17
4.5.	Allocation of Matching Contributions.	18
4.6.	Allocation of Retirement Contributions.	18
4.7.	Crediting of Contributions.	18
4.8.	Changes in Reduction and Deduction Authorizations.	18
ARTICLE V DEPOSIT AND INVESTMENT OF CONTRIBUTIONS		19
5.1.	Deposit of Contributions.	19
5.2.	Investment of Accounts.	19
5.3.	Elimination of Funds.	20
ARTICLE VI ESTABLISHMENT OF FUNDS AND MEMBERS’ ACCOUNTS		21
6.1.	Investment Responsibility.	21
6.2.	Establishment and Maintenance of Funds.	21
6.3.	Common Stock Fund.	21
6.4.	Income on Trust Funds.	22
6.5.	Separate Accounts.	22
6.6.	Voting of Common Stock in the Common Stock Fund.	22
ARTICLE VII VESTING		24
7.1.	Vesting in Basic, Supplemental, Matching, and Rollover/Transfer Accounts.	24
7.2.	Vesting in Retirement Contributions.	24
7.3.	Forfeitures.	24
7.4.	Election of Former Vesting Schedule.	25
7.5.	Vesting Service.	25
7.6.	Transfers.	26
7.7.	Loss and Reinstatement of Years of Vesting Service.	26
7.8.	Prior Plan Vesting and Forfeitures.	27
7.9.	Finality of Determinations.	27
ARTICLE VIII WITHDRAWALS WHILE EMPLOYED		28
8.1.	Withdrawals Prior to Age 59½.	28
8.2.	Withdrawals After Age 59½.	29
8.3.	Form of Withdrawals.	29
8.4.	Withdrawals of Prior Plan Amounts.	30
8.5.	No Restriction from Making Basic Contributions.	30
ARTICLE IX LOANS		31
9.1.	Eligibility for Loan.	31
9.2.	Maximum Loan.	31
9.3.	Loans from Prior Plan Amounts.	31
ARTICLE X DISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT		32
10.1.	Eligibility for Distribution.	32
10.2.	Distribution of Separate Accounts.	32
10.3.	Time and Form of Distribution.	33
10.4.	Limitation on Commencement of Distribution.	34
10.5.	Restriction on Alienation.	34
10.6.	Payments to Incompetents or Minors.	34
10.7.	Commercial Annuities.	35
10.8.	Actuarial Equivalency.	35
10.9.	Eligible Rollover Distributions.	35
10.10.	Deferral of Payments.	35
10.11.	Lost or Missing Members or Beneficiaries.	36
10.12.	Minimum Distribution Requirements.	36
10.13.	Distribution Rules for Prior Plan Amounts.	39
ARTICLE XI BENEFICIARIES AND DEATH BENEFITS		40
11.1.	Designation of Beneficiary.	40
11.2.	Beneficiary in the Absence of Designated Beneficiary.	40
11.3.	Spousal Consent to Beneficiary Designation.	40

11.4.	Death Benefits.	40
11.5.	Beneficiaries and Death Benefits for Prior Plan Amounts.	40
ARTICLE XII ADMINISTRATION		41
12.1.	Plan Administrator.	41
12.2.	Authority of the Committee.	41
12.3.	Action of the Committee.	41
12.4.	Claims Review Procedure.	42
12.5.	Qualified Domestic Relations Orders.	42
12.6.	Indemnification.	42
12.7.	Temporary Restrictions.	43
ARTICLE XIII AMENDMENT AND TERMINATION		44
13.1.	Amendment.	44
13.2.	Limitation of Amendment.	44
13.3.	Termination.	44
13.4.	Withdrawal of an Employer.	45
13.5.	Reorganization.	45
ARTICLE XIV ADOPTION BY AFFILIATES:  EXTENSION TO NEW BUSINESS OPERATIONS		46
ARTICLE XV MISCELLANEOUS PROVISIONS		47
15.1.	No Commitment as to Employment.	47
15.2.	Benefits.	47
15.3.	No Guarantees.	47
15.4.	Exclusive Benefit.	47
15.5.	Duty to Furnish Information.	47
15.6.	Merger, Consolidation, or Transfer of Plan Assets.	47
15.7.	Return of Contributions to Employers.	48
15.8.	Addenda.	48
15.9.	Validity of Agreement.	48
15.10.	Uniformed Services Employment and Reemployment Rights Act Requirements.	48
15.11.	Plan Administration Communications and Systems.	49
ARTICLE XVI SECTION 415 LIMITATIONS		50
16.1.	Application.	50
16.2.	Section 415 Definitions.	50
16.3.	Limitations.	51
16.4.	Multiple Plans.	51
16.5.	Contribution Adjustments.	51
ARTICLE XVII TOP-HEAVY PLAN RULES		52
17.1.	Application.	52
17.2.	Top-Heavy Definitions.	52
17.3.	Top-Heavy Minimum Allocation Rules.	55
17.4.	Top-Heavy Compensation Limitation.	56

17.5.	Top-Heavy Vesting Provisions.	56
17.6.	Top-Heavy Plan/Benefit Limitations.	57
ADDENDA		1
B.	ELIGIBILITY TO PARTICIPATE:	3
C.	VESTING SERVICE:	3
D.	SPECIAL ACCOUNTS FOR PRIOR PLAN BENEFITS:	3

ONESUBSEA LLC

RETIREMENT SAVINGS PLAN

WHEREAS, OneSubsea LLC (the “Company”) desires to adopt the OneSubsea LLC Retirement Savings Plan, hereinafter referred to as the “Plan,” for the benefit of certain of its employees;

NOW, THEREFORE, the Plan is hereby adopted as follows, effective as of April 1, 2013.

ARTICLE IDEFINITIONS AND CONSTRUCTION

1.1. Definitions.

The following words and phrases as used herein shall have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

(1)The term “Addendum” shall mean the overriding provisions which are applicable to certain Employees in accordance with the provisions of Section 15.8 and which shall constitute for all purposes a part of the Plan and in the event of conflict with any other provision of the Plan shall control.

(2)The term “Additional Contributions Account” shall mean the account of a Member as referenced in an Addendum.

(3)The term “Affiliate” shall mean any member of a controlled group of corporations (as determined under Section 414(b) of the Code) of which the Company is a member; any member of a group of trades or businesses under common control (as determined under Section 414(c) of the Code) with the Company; and any member of an affiliated service group (as determined under Section 414(m) of the Code) of which the Company is a member.

(4)The term “Basic Account” shall mean the Separate Account of a Member to which Basic Contributions are credited in accordance with the provisions of Section 4.7(a).

(5)The term “Basic Contributions” shall mean any cash or deferred arrangement contribution made to the Plan by an Employer on behalf of a Member in accordance with the provisions of Sections 2.3 and 3.1.

(6)The term “Beneficiary” shall mean the person or persons who, in accordance with the provisions of Article XI hereof, shall be entitled to receive distribution hereunder in the event a Member or Inactive Member dies before his interest shall have been distributed to him in full.

(7)The term “Bonus Compensation” shall mean any and all compensation that is cash annual bonus paid to a Member under the Employer’s incentive compensation plans and designated a “bonus” in the Employer’s payroll system, which, for the avoidance of doubt, will exclude any amounts classified in the Employer’s payroll system as a sign on bonus, patent award, merit lump sum or special compensation with benefits.

(8)The term “Cameron Plan” shall mean the Cameron International Corporation Retirement Savings Plan.

(9)The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.  Reference to a section of the Code shall include such section and any comparable section or Sections of any future legislation that amends, supplements, or supersedes such section.

(10)The term “Committee” shall mean the OneSubsea LLC Benefits Committee.

(11)The term “Common Stock” shall mean the common stock of Cameron International Corporation.

(12)The term “Common Stock Fund” shall mean the investment fund established to invest in Common Stock and maintained pursuant to the provisions of Section 6.3.

(13)The term “Company” shall mean OneSubsea LLC, its successors, and the surviving entity resulting from any merger or consolidation of OneSubsea LLC with any other entity or entities.

(14)The term “Compensation” shall mean the total of all wages, salaries, fees for professional service and other amounts received in cash or in kind by a Member while a Member for services actually rendered or labor performed for the Employer to the extent such amounts are includable in gross income, subject to the following adjustments and limitations:

(A) The following shall be excluded:

(i) Accrued or unused vacation pay which is paid following termination of employment;

(ii) Reimbursements and other expense allowances (including but not limited to automobile expense allowances and foreign service premiums);

(iii) Cash and noncash fringe benefits;

(iv) Moving expense reimbursements;

(v) Employer contributions to or payments from this or any other deferred compensation program, whether such program is qualified under Section 401(a) of the Code or nonqualified, other than Basic Contributions;

(vi) Welfare benefits (including but not limited to severance benefits);

(vii) Amounts realized from the receipt or exercise of a stock option that is not an incentive stock option within the meaning of Section 422 of the Code;

(viii) Amounts realized at the time property described in Section 83 of the Code is freely transferable or no longer subject to a substantial risk of forfeiture;

(ix) Amounts realized as a result of an election described in Section 83(b) of the Code;

(x) Any amount realized as a result of a disqualifying disposition within the meaning of Section 421(a) of the Code; and

(xi) Any other amounts that receive special tax benefits under the Code but are not hereinafter included.

(B) Basic Contributions and any other elective contributions made on a Member’s behalf by the Employer that are not includable in income under Section 125, Section 402(e)(3), Section 402(h), or Section 403(b) of the Code and any amounts that are not includable in the gross income of a Member under a salary reduction agreement by reason of the application of Section 132(f) of the Code shall be included.

(C) The Compensation of any Member taken into account for purposes of the Plan shall be limited to $255,000 for any Plan Year with such limitation to be:

(i) Adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code; and

(ii) Prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.

(D) Notwithstanding anything to the contrary herein, the Compensation of a Member shall include payments of regular compensation for services during the Member’s regular working hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments that are paid to the Member following his Severance Date (except to the extent specifically excluded above) but which would have been paid to the Member prior to such date if he had continued in employment with the Employer, provided that such payments are paid by the later of two and one-half  months following the Member’s Severance Date or the end of the Limitation Year that includes such Severance Date.

(E) For purposes of facilitating a Member’s election to reduce his Compensation in order to make Basic Contributions under the Plan, the Compensation of a Member shall include his Regular Compensation and his Bonus Compensation, as such terms are defined herein.

(15)The term “Controlled Entity” shall mean each corporation that is a member of a controlled group of corporations, within the meaning of Section 1563(a) of the Code determined without regard to Section 1563(a)(4) and Section 1563(e)(3)(C), of which the Company is a member, each trade or business (whether or not incorporated) with which the Company is under  common control and each corporation that is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which the Company is a member.

(16)The term “Cooper Savings Plan” shall mean the Cooper Industries, Inc. Retirement and Savings Plan, the Cooper Industries, Inc. Savings Plan and the Cooper Industries, Inc. Stock Ownership Plan.

(17)The term “Effective Date” shall mean April 1, 2013 as to the Plan, except as otherwise indicated in specific provisions of the Plan.

(18)The term “Eligible Employee” shall mean any salaried or hourly Employee of the Employer who is (i) a common law employee who is paid in United States dollars from a payroll maintained in the United States, (ii) a non-United States citizen who is a lawful, permanent resident of the United States and who is subject to United States federal income taxes on his worldwide income, or (iii) an Eligible Foreign Employee.  In no event shall the term “Eligible Employee” mean (i) any person who is rendering service to an Employer solely as a director or an independent contractor, (ii) any person who is covered by a collective bargaining agreement unless such agreement specifically provides for coverage by the Plan, or (iii) any person who is a nonresident alien and who receives no earned income within the meaning of Section 911(b) of the Code from an Employer which constitutes income from sources within the United States as defined in Section 861(a)(3) of the Code, or (iv) an Employee who is a Leased Employee or who is designated, compensated, or otherwise classified by the Employer as a Leased Employee.  Notwithstanding any provision of the Plan to the contrary, no individual who is designated, compensated, or otherwise classified or treated by the Employer as an independent contractor shall be eligible to become a Member of the Plan.

(19)The term “Eligible Foreign Employee” shall mean any individual who (i) is a citizen of the United States or a permanent, lawful resident of the United States, (ii) is an employee of an Included Foreign Affiliate, and (iii) is not covered by any other funded plan of deferred compensation under which contributions are provided by any other person, firm, or corporation with respect to the remuneration paid to such individual by the Included Foreign Affiliate.

(20)The term “Eligible Retirement Plan” shall mean, with respect to distributions made from the Plan after December 31, 2001, any of: an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified plan described in Section 401(a) of the Code, that, under its provisions does, and under applicable law may, accept an Eligible Rollover Distribution, an annuity contract described in Section 403(b) of the Code, and an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for the amounts transferred into such plan from this Plan.  The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.  Notwithstanding the foregoing, for purposes of Section 10.9, an “Eligible Retirement Plan” shall also mean a Roth IRA as provided in section 408A(e) of the Code.

(21)The term “Eligible Rollover Distribution” shall mean all or any portion of a Plan distribution to a Member or a Beneficiary who is a deceased Member’s surviving spouse or an alternate payee under a qualified domestic relations order who is a Member’s spouse or former spouse; provided, however, that such distribution is not (i) one of a series of substantially equal periodic payments made at  least annually for over a specified period of ten or more years or the life of the Member or Beneficiary or the joint lives of the Member and a designated beneficiary, (ii) a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; or (iii) the portion of any distribution which is not includable in gross income (determined without regard to any exclusion of net unrealized appreciation with respect to employer securities).  Further, a distribution pursuant to Section 8.1 from the Separate Account of a Member attributable to Basic Contributions who has not attained age 59 ½ shall not constitute an Eligible Rollover Distribution.  Notwithstanding the foregoing or any other provision of the Plan, (A) any amount that is distributed from the Plan on account of hardship pursuant to Section 8.1 shall not be an Eligible Rollover Distribution and no election may be made to have any portion of such a distribution paid directly to an Eligible Retirement Plan and (B) a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includable in gross income; provided, however, that such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code or to a qualified plan described in section 401(a) of the Code, an annuity plan described in section 403(a) of the Code or an annuity contract described in section 403(b) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable.  Further, notwithstanding the foregoing or any other provision of the Plan, with respect to a Beneficiary who is a designated beneficiary (as defined in section 401(a)(9)(E) of the Code) other than a Member’s surviving spouse, an Eligible Rollover Distribution includes any distribution of all or any portion of the Separate Accounts of a deceased Member in a direct trustee-to-trustee transfer to (i) an individual retirement account described in section 408(a) of the Code or (ii) an individual retirement annuity described in section 408(b) of the Code, in each case that is (x) established for the purpose of receiving the distribution of such Beneficiary and (y) treated as an inherited individual retirement account or individual retirement annuity within the meaning of section 408(d)(3)(C) of the Code.  Further, section 401(a)(9)(B) of the Code (other than clause (iv) thereof) shall apply to an individual retirement account or individual retirement annuity described in the preceding sentence.

(22)The term “Employee” shall mean each (A) individual employed by the Employer or a Controlled Entity and (B) Leased Worker.

(23)The term “Employer” shall mean the Company or any Affiliate of the Company which adopts the Plan as herein provided so long as the Affiliate has not withdrawn from the Plan.

(24)The term “Employment Commencement Date” shall mean the first date on which an Employee completes an Hour of Service.

(25)The term “Entry Date” shall mean January 1 or July 1.

(26)The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.  Reference to a section of ERISA shall include such section and any comparable section or Sections of any future legislation that amends, supplements, or supersedes such section.

(27)The term “Executive Committee” shall mean the governing body of the Company during the period preceding the closing of the transactions described in that certain Master Formation Agreement, dated November 14, 2012, by and among Cameron International Corporation, Schlumberger Limited and certain of their affiliates (the “Closing”).  On and after the Closing, the term shall mean the “executive committee” of the Company as constituted pursuant to the Shareholders’ Agreement to be executed at the Closing by and among Cameron International Corporation, Schlumberger Limited and certain of their affiliates.

(28)The term “Foreign Affiliate” shall mean a “foreign affiliate” as defined in Section 3121(1)(8) of the Code.

(29)The term “Fund” shall mean any of the investment funds established and maintained in accordance with the provisions of Section 6.2.

(30)The term “Highly-Compensated Employee” shall mean each Employee who performs services during the Plan Year for which the determination of who is highly compensated is being made (the “Determination Year”) and who:

(a) is a five-percent owner of the Employer (within the meaning of section 416(i)(1)(A)(iii) of the Code) at any time during the Determination Year or the twelve-month period immediately preceding the Determination Year (the “Look-Back Year”); or

(b) for the Look-Back Year, receives compensation (within the meaning of section 414(q)(4) of the Code; “compensation” for purposes of this Paragraph) in excess of $80,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustments authorized by section 414(q)(1) of the Code) during the Look-Back Year.

For the purposes of the preceding sentence, (i) all employers aggregated with the Employer under section 414(b), (c), (m), or (o) of the Code shall be treated as a single employer and (ii) a former Employee who had a separation year (generally, the Determination Year such Employee separates from service) prior to the Determination Year and who was an active Highly Compensated Employee for either such separation year or any Determination Year ending on or after such Employee’s fifty-fifth birthday shall be deemed to be a Highly Compensated Employee.  To the extent that the provisions of this Paragraph are inconsistent or conflict with the definition of a “highly compensated employee” set forth in section 414(q) of the Code and the Treasury regulations thereunder, the relevant terms and provisions of section 414(q) of the Code and the Treasury regulations thereunder shall govern and control.

(31)The term “Hour of Service” shall mean an hour for which an employee is paid, or entitled to be paid, with respect to the performance of duties for an Employer or a Controlled Entity either as regular wages, salary or commissions, or pursuant to an award or agreement requiring an Employer or a Controlled Entity to pay back wages.  Hours under this paragraph shall be calculated and credited pursuant to Section 2530.200b-2(b) and (c) of the Department of Labor regulations which are incorporated herein by reference.

(32)The term “Inactive Member” shall mean any Member who ceases to be an Employee and whose Separate Accounts have not been distributed in accordance with the provisions of the Plan.

(33)The term “Included Foreign Affiliate” means a “Foreign Affiliate” with respect to which there shall be in effect between the Company and the Secretary of the Treasury or his delegate an agreement pursuant to Section 3121(1) of the Code, whereby coverage under Title II of the federal Social Security Act has been extended to service performed outside the United States by United States citizens employed by such “Foreign Affiliate.”

(34)The term “Leased Worker” shall be a person (other than a person who is an employee without regard to this paragraph (34)) engaged in performing services for a Controlled Entity (the “recipient”) pursuant to an agreement between the recipient and any other person (“Leasing Organization”) who meets the following requirements:

(a) he has performed services for one or more Controlled Entities (or for any other “related persons” determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year;

(b) such services are of a type historically performed in the business field of the recipient, in the United States, by employees (or such services are performed under primary direction or control by the Employer or a Controlled Entity); and

(c) he is not participating in a “safe harbor plan” of the Leasing Organization.  (For this purpose, a “safe harbor plan” is a plan that satisfies the requirements of Section 414(n)(5) of the Code, which will generally be a money purchase pension plan with a non-integrated employer contribution rate of at least ten percent of compensation and which provides for immediate participation and full and immediate vesting).

A person who is a Leased Worker shall also be considered an employee of a Controlled Entity during such period (and solely for the purpose of determining length of service for participation and vesting purposes, and shall also be considered to have been an employee for any earlier period in which he was a Leased Worker) but shall not be a Member and shall not otherwise be eligible to become covered by the Plan during any period in which he is a Leased Worker.  Notwithstanding the foregoing, the sole purpose of this paragraph (34) is to define and apply the term “Leased Worker” strictly (and only) to the extent necessary to satisfy the minimum requirements of Section 414(n) of the Code relating to “leased employees.”  This paragraph (34) shall be interpreted, applied and, if and to the extent necessary, deemed modified without formal amendment of language, so as to satisfy solely the minimum requirements of Section 414(n) of the Code.

(35)The term “Matching Account” shall mean the Separate Account of a Member to which Matching Contributions are credited in accordance with the provisions of Section 4.7(b).

(36)The term “Matching Contributions” shall mean the contributions which an Employer contributes to the Plan in accordance with the provisions of Section 3.2.

(37)The term “Member” shall mean an Eligible Employee who participates in the Plan in accordance with the provisions of Article II.

(38)The term “Participation Service” shall mean the measure of service used in determining a Part Time Employee’s or Temporary Employee’s eligibility to participate in the Plan as determined pursuant to Section 2.1(b).

(39)The term “Part Time Employee” shall mean an Employee who is classified as a part time employee under the Employer’s regular payroll practices.

(40)The term “Pay Period” shall mean the periodic payroll period for which a Member receives compensation from an Employer.

(41)The term “Period of Service” shall mean each period of an individual’s Service commencing on his Employment Commencement Date or a Reemployment Date, if applicable, and ending on a Severance Date.  Notwithstanding the foregoing, a period during which an individual is absent from Service by reason of the individual’s pregnancy, the birth of a child of the individual, the placement of a child with the individual in connection with the adoption of such child by the individual, or for the purposes of caring for such child for the period immediately following such birth or placement shall not constitute a Period of Service between the first and second anniversary of the first date of such absence.  A Period of Service shall also include any period required to be credited as a Period of Service by federal law other than ERISA or the Code, but only under the conditions and to the extent so required by such federal law.  Further, to the extent required by section 414(n) of the Code and the applicable interpretative authority thereunder, an individual’s Period of Service shall include any period for which such individual was a Leased Worker (or would have been a Leased Worker but for the requirements of clause (a) of the definition of such term set forth in Section 1.1(34)).

(42)The term “Period of Severance” shall mean each period of time commencing on an individual’s Severance Date and ending on a Reemployment Date.

(43)The term “Permanent and Total Disability” shall mean a physical or mental condition which has resulted in an Employee being eligible for benefits under the Employer’s long-term disability income plan.

  An Employee shall cease to be Permanently and Totally Disabled for purposes of the Plan as of the date he ceases to be eligible for benefits under the Employer’s long-term disability income plan.

(44)The term “Plan” shall mean the profit-sharing plan set forth herein, which is called the “OneSubsea LLC Retirement Savings Plan,” with all amendments, modifications, and supplements hereafter made.

(45)The term “Plan Year” shall mean the calendar year.  The initial short Plan Year shall commence on April 1, 2013 and end on December 31, 2013.

(46)The term “Profit Sharing Account” shall be the account of a Member as referenced in an Addendum.

(47)The term “Qualified Military Service”  shall mean any service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code or its successor) by an Employee who is entitled to reemployment rights under such chapter with respect to such service.

(48)The term “Reemployment Date” shall mean the first date on which an Employee completes an Hour of Service after a Severance Date.

(49)The term “Regular Compensation” shall mean Compensation other than a Member’s Bonus Compensation.

(50)The term “Retirement Account” shall mean the Separate Account of a Member to which Retirement Contributions are credited in accordance with the provisions of Section 4.7(c).

(51)The term “Retirement Age” shall mean age 65 unless otherwise specified in an Addendum.

(52)The term “Retirement Contributions” shall mean the contributions which an Employer contributes to the Plan in accordance with the provisions of Section 3.6.

(53)The term “Rollover/Transfer Account” shall mean the Separate Account of a Member to which Rollover Contributions or Transfer Contributions are credited in accordance with the provisions of Section 3.3 or 3.4.

(54)The term “Rollover Contribution” shall mean a contribution to the Plan made in accordance with Section 3.3 by any Eligible Employee of amounts received by him as an “eligible rollover distribution” within the meaning of Section 402(f)(2)(a) of the Code from:

(a) a qualified plan described in Section 401(a) or 403(a) of the Code (excluding after-tax employee contributions);

(b) an annuity contract described in Section 403(b) of the Code (excluding after-tax employee contributions);

(c) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state (excluding after-tax employee contributions); or

(d) an individual retirement account or annuity described in Section 408(a) or (b) of the Code (excluding after-tax employee contributions), provided that the entire balance in or value of, as applicable, such individual retirement account or annuity is attributable to an ‘eligible rollover distribution’ within the meaning of Section 402(f)(2)(a) of the Code from a plan or contract described in clause (a) or (b) above that was contributed to such account or annuity, or a contribution to such account or annuity as a rollover from a plan described in paragraph (c) above pursuant to Section 457(e)(16), as adjusted for income or losses attributable thereto.

(55)The term “Separate Account” shall mean any of the accounts established and maintained in accordance with the provisions of Section 6.5 by the Company which reflects the interest of the Basic Account, Supplemental Account, Matching Account, Retirement Account and Rollover/Transfer Account, as applicable, of a Member.

(56)The term “Service” shall mean the period of an individual’s employment with the Employer or a Commonly Controlled Entity.  In no event shall Service include any period of service with a corporation or other entity prior to the date it became a Commonly Controlled Entity or after it ceases to be a Commonly Controlled Entity except to the extent required by law, or to the extent determined by the Committee.  The Committee, in its discretion, may credit individuals with Service for service with the Employer or a prior employer for periods before such individual has commenced or recommenced participation in the Plan, but only if (i) such service would not otherwise be credited as Service and (ii) such crediting of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees.  In addition, the Committee, in its discretion, may credit individuals with Service based on imputed service for periods after such individual has commenced participation in the Plan while such individual is not performing service for the Employer or while such individual is an Employee with a reduced work schedule, but only if (i) such service would not otherwise be credited as Service, (ii) such crediting of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees, and (iii) the individual has not permanently ceased to perform service as an Employee, provided that the preceding clause (iii) of this sentence shall not apply if (x) the individual is not performing service for the Employer because of a disability, (y) the individual is performing service for another employer under an arrangement that provides some ongoing business benefit to the Employer, or (z) for purposes of vesting, the individual is performing service for another employer that is being treated under the Plan as actual service with the Employer.

(57)The term “Severance Date” shall mean the later of (a) the date on which contributions to the Plan on behalf of a person cease, or (b) the date on which an Employee retires, becomes totally and permanently disabled, dies, or otherwise terminates employment; provided, however, that if an Employee is absent from employment while in active service in the Armed Forces of the United States, his Severance Date shall be the date on which he terminated his employment, unless he returns to employment with an Employer or a Controlled Entity during the time period prescribed by federal law; and provided further, that no Employee shall incur a Severance Date until the second anniversary of the first date on which such Employee is absent from employment with an Employer or a Controlled Entity for maternity or paternity reasons.  For purposes of this paragraph, an absence for maternity or paternity reasons means an absence due to the pregnancy of the Employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or the caring of such child for a period beginning immediately following such birth or placement.  Notwithstanding the foregoing, if an Employee retires or dies, or his employment otherwise is terminated during a period of absence from employment for any reason other than retirement or termination, his Severance Date shall be the date of such retirement, death, or other termination of employment.  In any case where an Employee receives severance pay upon his termination of active employment as an Employee, the Employee’s Severance Date shall be the date after his termination of active employment as an Employee and prior to any resumption of such active employment on which the earlier occurs:  (i) his death, or (ii) the date on which he is last paid severance pay.

(58)The term “Supplemental Account” shall mean the Separate Account for each Member which is credited with his Supplemental Contributions.

(59)The term “Supplemental Contributions” shall mean any contributions made to the Cameron International Corporation Retirement Savings Plan prior to April 1, 1996, by a Member as a “supplemental contribution” in accordance with the provisions of the Cameron International Corporation Retirement Plan in effect prior to April 1, 1996.

(60)The term “Temporary Employee” shall mean an Employee who is classified as a temporary employee under the Employer’s regular payroll practices.

(61)The term “Transferred Contributions” shall mean any assets which are transferred to the Trustee of the Plan in accordance with the provisions of Section 3.4.

(62)The term “Trust” shall mean the trust established under the Trust Agreement to hold and invest contributions made under the Plan.

(63)The term “Trust Agreement” shall mean the agreement between the Company and the Trustee establishing the Trust.

(64)The term “Trustee” shall mean the trustee or trustees qualified and acting under the Trust Agreement at any time.

(65)The term “Valuation Date” shall mean each business day for purposes of the New York Stock Exchange of each year.

(66)The term “Vesting Service” shall mean the period of employment used in determining a Member’s vested interest in his Retirement Account in accordance with the provisions of Sections 7.5, 7.6, and 7.7.

1.2. Construction.

Where necessary or appropriate to the meaning hereof, the singular shall be deemed to include the plural and the masculine pronoun to include the feminine.

ARTICLE IIELIGIBILITY TO PARTICIPATE

2.1. Commencement of Participation.

(a) Each Eligible Employee (other than a Part Time Employee or Temporary Employee) whose Employment Commencement Date occurs on or after the Effective Date shall become a Member and participate in the Plan as of his Employment Commencement Date.

(b) Each Eligible Employee who is a Part Time Employee or Temporary Employee and whose Employment Commencement Date occurs on or after the Effective Date shall become a Member and participate in the Plan on the first Entry Date coincident with or next following the later of the date on which such Employee completes one year of Participation Service or the date on which such Employee attains the age of twenty-one.  An individual completes one year of Participation Service on the last day of the twelve-consecutive month period beginning with the individual’s Employment Commencement Date or beginning with anniversaries of such Employment Commencement Date during which such individual completes 1,000 Hours of Service.

(c) Notwithstanding the foregoing,

(i) A Member of the Plan prior to a termination of employment shall remain a Member upon his reemployment as an Eligible Employee;

(ii) A Temporary Employee or Part Time Employee who has completed one year of Participation Service and has attained the age of twenty-one but who has not become a Member because he was not an Eligible Employee shall become a Member upon the later of (A) the date he becomes an Eligible Employee as a result of a change in his employment status or (B) the first Entry Date upon which he would have become a Member if he had been an Eligible Employee;

(iii) A Temporary Employee or Part Time Employee who was an Eligible Employee who had completed one year of Participation Service but who had not attained the age of twenty-one prior to a termination of his employment shall become a Member upon the later of (i) the date of his reemployment as an Eligible Employee or (ii) the first Entry Date following his attainment of age twenty-one; and

(iv) A Temporary Employee or Part Time Employee who was an Eligible Employee and who had met the age and service requirements of this Section to become a Member, but who terminated employment prior to the Entry Date upon which he would have become a Member, shall become a Member upon the later of (i) the date of his reemployment as an Eligible Employee or (ii) the Entry Date upon which he would have become a Member if he had not terminated employment.

2.2. Changes in Employment Status.

If a Member ceases to be an Eligible Employee but continues in the employment of an Employer as an Employee he shall continue as a Member until his participation is otherwise terminated in accordance with the provisions of the Plan; provided, however, that such Member shall share in Matching Contributions for any month of such continued participation only to the extent and on the basis of his Basic Contributions made during such month.  If a Member ceases to be an Eligible Employee but continues in the employment of an Employer or a Controlled Entity, he shall become an Inactive Member until his participation in the Plan is otherwise terminated in accordance with the provisions of the Plan or he again becomes an Employee and an active Member.

2.3. Election Form.

Each Member shall file with his Employer a written election in accordance with procedures established by the Committee with respect to his participation in the Plan.  For each Member who is eligible to make Basic Contributions and, if applicable, catch-up contributions pursuant to Section 3.1 and 3.5 of the Plan, respectively, such written election shall contain his authorization for his Employer to reduce his Compensation in order to make Basic Contributions and, if applicable, catch-up contributions on his behalf pursuant to such provisions. A Member’s written election pursuant to this Section 2.3 shall also contain his election as to the investment of all amounts allocated to his Separate Accounts pursuant to the provisions of Section 5.2.  A Member who is eligible to make Basic Contributions and, if applicable, catch-up contributions must file such written election with his Employer at least 20 days prior to the first day of the payroll period as of which he is eligible to make Basic Contributions (or at least 20 days prior to the first day of any subsequent payroll period for which he is eligible to make Basic Contributions), unless a shorter period of time is acceptable to the Committee.  Notwithstanding the foregoing, any Member need not elect to make any Basic Contributions under the Plan or be eligible to make such contributions in order to be eligible to receive Retirement Contributions, and the election of any such Member who has not elected to make Basic Contributions under the Plan, or is not eligible to make such contributions, shall relate solely to the investment of his Retirement Contributions, pursuant to Section 5.2.

ARTICLE III

CONTRIBUTIONS

3.1. Basic Contributions.

Commencing with the date as of which he becomes a Member, each Member may elect to defer (a) an integral percentage of from 1% to 50% (or such lesser percentage as may be prescribed from time to time by the Company) of his Regular Compensation for a Plan Year, and (b) an integral percentage of from 1% to 50% (or such lesser percentage as may be prescribed from time to time by the Company) of his Bonus Compensation for a Plan Year, by having his Employer contribute the amounts so deferred to the Plan.  In restriction of the Members’ elections provided in Section 2.3, this Section, and Section 4.8, and except to the extent permitted under Section 3.5 and Section 414(v) of the Code, the Basic Contributions and the elective deferrals (within the meaning of Section 402(g)(3) of the Code) under all other plans, contracts and arrangements of the Employer on behalf of any Member for any calendar year shall not exceed the dollar limitation contained in Section 402(g) of the Code in effect for such calendar year.  If a Member elects to have such Basic Contributions made on his behalf, his Compensation shall be reduced by the percentage(s) he elects pursuant to the terms of the Compensation reduction authorization described in Section 2.3 or 4.8.  Unless specifically provided otherwise in the Plan, each Member who is an Eligible Employee may elect to have Basic Contributions made on his behalf to the Plan.  Notwithstanding the foregoing provisions of this Section 3.1, (x) Basic Contributions made with respect to a Plan Year on behalf of Highly Compensated Employees shall not exceed the limitations set forth in Section 4.1 and (y) notwithstanding anything to the contrary herein, the provisions of the Plan permitting separate elections as to Regular Compensation and Bonus Compensation shall be made available to eligible Members when applicable payroll and administrative procedures have been implemented, as determined by the Committee in its discretion and, until such time, a Member’s election to defer Compensation under the Plan shall apply to all his Compensation (subject to the applicable Plan and Code-based limitations on such deferrals).

3.2. Matching Contributions.

On behalf of each Member, such Member’s Employer shall cause to be paid to the Trustee as its Matching Contribution hereunder for each payroll period an amount which equals 100 percent of the Basic Contributions, including catch-up contributions made pursuant to Section 3.5, for such payroll period which are attributable to the first six percent of the Compensation of each such Member for such payroll period.  In addition to the Matching Contributions made pursuant to the preceding sentence, for each Plan Year, on behalf of each Member who made Basic Contributions during such Plan Year, such Member’s Employer shall cause to be paid to the Trustee, as additional Matching Contributions hereunder, an amount equal to the difference, if any, between (1) the amount that is equal to 100% of the Basic Contributions, including catch-up contributions made pursuant to Section 3.5, for such Plan Year which are attributable to the first six percent of the Compensation of such Member and (2) the Matching Contributions for such Member for such Plan Year that were made pursuant to the preceding sentence.

3.3. Rollover Contributions.

With the approval of the Committee and in accordance with procedures established by the Committee, a Member may elect to make a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Trustee the assets in cash which constitute such Rollover Contribution at such time or times and in such manner as shall be specified by the Committee.  All Rollover Contributions shall be made in cash; provided, however, that in connection with a merger or acquisition by an Employer, the Committee may permit, in its sole discretion, in accordance with procedures established by the Committee, that Rollover Contributions of outstanding plan loans that are not in default may be made in kind.  Upon receipt by the Trustee, such assets shall be credited to a Rollover/Transfer Account established on behalf of such Member and shall be deposited in the Fund or Funds selected by the Member as indicated on his investment election filed with the Committee by the Member.  Such election shall specify a combination of investment selections among such Funds, in increments of integral percentages which, in the aggregate, equal 100 percent.  A Rollover Contribution by a Member pursuant to this Section 3.3 shall not be deemed to be a contribution of such Member for any purpose of the Plan and shall be fully vested in the Member at all times.

3.4. Transferred Contributions.

The Committee may cause the transfer to the Trustee of funds representing the vested account balances (hereinafter referred to as “Transferred Contributions”) of Members held by a funding agent of a tax-qualified plan (hereinafter referred to as a “transferor plan”) in which such Members previously participated; provided, however, that (i) such transfer shall be made at such time or times and in such manner as shall be specified by the Committee in accordance with procedures established by the Committee; (ii) no such transfer shall be permitted from a transferor plan on behalf of a Member who was at any time a five percent owner of the employer maintaining such transferor plan; and (iii) no portion of such transfer shall be composed of assets attributable to deductible employee contributions.  The Trustee shall credit the Rollover/Transfer Account of any Member on whose behalf such funds were transferred and shall deposit such funds in the Fund or Funds selected by the Member as indicated on his investment election filed with his Employer by such Member.  Such election shall specify a combination of investment selections among the Funds, in increments of integral percentages which, in the aggregate, equal 100 percent.  The portion of the Rollover/Transfer Account of a Member attributable to Transferred Contributions shall be fully vested in such Member at all times.

3.5. Catch-Up Contributions.

All Eligible Employees who are eligible to make Basic Contributions to the Plan pursuant to Section 3.1 above for a Plan Year and who will have attained age 50 before the close of such Plan Year shall be eligible to make catch-up contributions to the Plan for such Plan Year in accordance with, and subject to the limitations of, Section 414(v) of the Code.  Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code, as described, respectively, in Sections 3.1 and 16.3 of the Plan.  The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.  Catch-up contributions made by a Member pursuant to this Section 3.5 shall be treated as Basic Contributions for all purposes of the Plan except as otherwise specifically provided; provided, however, that catch-up contributions shall not be subject to the maximum percentage deferral limit that applies to Basic Contributions pursuant to Section 3.1.

3.6. Retirement Contributions.

Each Employer shall cause to be paid to the Trustee as its Retirement Contributions hereunder for each payroll period an amount which equals 3% of the Compensation received by each Member for such payroll period.  Retirement Contributions shall be made without regard to current or accumulated profits of the Employer.  Notwithstanding the foregoing, the Plan is intended to qualify as a profit sharing plan for purposes of sections 401(a), 402, 412, and 417 of the Code.

3.7. Effect of Plan Termination or Withdrawal.

Notwithstanding any other provision of the Plan to the contrary, the termination of the Plan or the withdrawal of an Employer from the Plan shall terminate the liability of the Employer or such Employer, respectively, to make further Matching Contributions and Retirement Contributions hereunder.

ARTICLE IVADMINISTRATION OF CONTRIBUTIONS

4.1. Limitations on Basic Contributions.

The Plan shall utilize the safe harbor method of satisfying the “actual deferral percentage” test set forth in Section 401(k)(3) of the Code pursuant to Section 401(k)(12) of the Code and Section 1.401(k)-3 of the Treasury regulations by making Matching Contributions which satisfy the matching safe harbor contributions requirements of Section 401(k)(12)(B) of the Code.

4.2. Excess Elective Deferrals.

If a Member who had Basic Contributions made on his behalf for a Plan Year files with the Committee, within the time limit prescribed by the Committee after the end of such Plan Year, a written statement, on a form acceptable to the Committee, that he has elective deferrals within the meaning of Section 402(g) of the Code for the taxable year in excess of the dollar limitation on elective deferrals in effect for such taxable year, and specifying the amount of such excess the Member claims as allocable to the Plan, the amount of such excess, adjusted for income or loss attributable to such excess elective deferral, shall be distributed to the Member by April 15 of the year following the year of the excess elective deferral and Matching Contributions thereon shall be forfeited.  Notwithstanding the foregoing or any other provision of the Plan, distributions pursuant to this Section 4.2 shall be (i) adjusted for income or loss allocated thereto through the last day of the Plan Year to which such excess deferrals relate in the manner determined by the Company in accordance with any method permissible under applicable Treasury regulations and (ii) made proportionately from the Separate Accounts to which Basic Contributions were made for the applicable Plan Year.

4.3. Limitation on Matching Contributions.

The Plan shall utilize the safe harbor method of satisfying the “actual contribution percentage” test set forth in Section 401(m)(2) of the Code pursuant to Section 401(m)(11) of the Code and Section 1.401(m)-3 of the Treasury regulations.

4.4. Delivery of Contributions.

Each Employer shall cause to be delivered to the Trustee all Basic, Matching, Retirement, Rollover, and Transferred Contributions made in accordance with the provisions of Article III as soon as reasonably practicable; provided, however, that Basic Contributions elected by each Member shall be deducted from his Compensation for each payroll period and shall be paid by the Employer to the Trust as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets; and further provided, however, that in no event shall such date occur later than the fifteenth (15th) business day of the month following the month in which such contribution amounts would otherwise have been payable to the Member in cash; and further provided, however, that Matching Contributions with respect to Basic Contributions made in accordance with Section 3.2 during a Plan Year quarter shall be delivered to the Trustee no later than the last day of the Plan Year quarter following the Plan Year quarter during which such Basic Contributions were made.

4.5. Allocation of Matching Contributions.

The Matching Contributions of an Employer for any month shall be considered allocated to the Members’ Matching Accounts for whom such contributions are made no later than the last day of the Plan Year for which they are made, as determined pursuant to Section 3.2, except as provided in Section 4.7(b).

4.6. Allocation of Retirement Contributions.

The Retirement Contribution of an Employer for any payroll period shall be allocated as of the date such contribution is received by the Trust to the Retirement Accounts of the Retirement Contributions Members for whom such contribution is made.

4.7. Crediting of Contributions.

Subject to the provisions of Article VII, contributions made to the Plan shall be credited to the Separate Accounts of a Member in the following manner:

(a) The amount of Basic Contributions made on behalf of a Member shall be credited to such Member’s Basic Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

(b) The amount of Matching Contributions allocated to a Member shall be credited to such Member’s Matching Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

(c) The amount of Retirement Contributions allocated to a Retirement Contributions Member shall be credited to such Member’s Retirement Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

4.8. Changes in Reduction and Deduction Authorizations.

Effective as of any payroll period, any Member who is eligible to make Basic Contributions under the Plan may suspend his Basic Contributions or change (a) the percentage of his Regular Compensation which is contributed as Basic Contributions or (b) the percentage of his Bonus Compensation which is contributed as Basic Contributions in accordance with the procedures and within the time period prescribed by the Plan Administrator.  Notwithstanding the foregoing, any Member who makes such change(s) shall be limited to the percentage of his Compensation that does not exceed the applicable limitations set forth in Section 3.1, and, if applicable, Section 3.5.  If the Committee determines that a reduction of Compensation deferral elections made pursuant to Sections 2.3, 3.1, and this Section 4.8 is necessary to insure that the restrictions set forth in Sections 3.1 or 16.3 are met for any Plan Year, the Committee may reduce the elections of affected Members on a temporary and prospective basis in such manner as the Committee shall determine.

ARTICLE VDEPOSIT AND INVESTMENT OF CONTRIBUTIONS

5.1. Deposit of Contributions.

Any Basic Contributions of a Member which are credited to a Member’s Basic Account, any Matching Contributions which are credited to a Member’s Matching Account and any Retirement Contributions which are credited to a Member’s Retirement Account shall be deposited by the Trustee in such Fund or Funds selected by such Member in accordance with the provisions of Section 5.2.  The Trustee shall have no duty to collect or enforce payment of contributions or inquire into the amount or method used in determining the amount of contributions, and shall be accountable only for contributions received by it.

5.2. Investment of Accounts.

(a) Each Member shall designate, in accordance with the procedures established by the Committee, the manner in the amounts allocated to his Separate Accounts shall be invested from among the Funds made available from time to time by the Committee pursuant to Section 6.2.  A Member may designate one of such Funds for all of the contributions to his Separate Accounts, or he may split the investment of the amounts allocated to such Accounts among such Funds in such increments as the Committee may prescribe.  If permitted under and in accordance with the procedures established by the Committee from time to time, a Member may make designate that certain of his Separate Accounts be invested in different Funds than he has designated for the investment of his other Separate Accounts.  If a Member fails to make a designation of 100% of the contributions to his Separate Accounts, such nondesignated contributions shall be invested in the Fund or Funds designated by the Committee from time to time in a uniform and nondiscriminatory manner.

(b) A Member may change his investment designation for future contributions to be allocated to his Separate Accounts.  Any such change shall be made in accordance with the procedures established by the Committee, and the frequency of such changes may be limited by the Committee.

(c) A Member or Inactive Member may convert his investment designation with respect to amounts already allocated to any of his Separate Accounts that are invested in one of the Funds; provided, however, that such conversion may be made only to one or more of those Funds made available by the Committee pursuant to Section 6.2.  Any such conversion shall be made in accordance with the procedures established by the Committee, and the frequency of such conversions may be limited by the Committee.  Notwithstanding the foregoing, periodic, reasonable opportunities occurring no less frequently than quarterly shall be provided to convert any amounts invested in the Common Stock Fund, and no restrictions or conditions shall apply with respect to any investment in the Common Stock Fund that does not apply with respect to the investment of other assets of the Plan except as otherwise permitted under Section 401(a)(35) of the Code and the regulations promulgated thereunder.

5.3. Elimination of Funds.

Notwithstanding any provision in this Article V to the contrary, in the event any one or more of the Funds (other than the Common Stock Fund) is eliminated as an investment fund by the Committee, each Member and Inactive Member who has an investment election in effect that designates such investment fund for the investment of amounts allocated to such individual’s Separate Accounts, shall designate a continuing Fund or Funds made available under the Plan pursuant to Section 6.2 for the investment of such amounts; provided, however, that in the event such individual fails to make such a designation, such contributions or amounts shall be invested in a the Fund or Funds designated by the Committee in a uniform and nondiscriminatory manner.

ARTICLE VIESTABLISHMENT OF FUNDS AND MEMBERS’ ACCOUNTS

6.1. Investment Responsibility.

The Plan is intended to constitute a plan described in Section 404(c) of ERISA and DOL Regs. Section 2550.404c-1 and insofar as the Plan complies with said Section 404(c), Plan fiduciaries shall be relieved of liability for any losses which are the direct result of investment instructions given by Members, Inactive Members, and Beneficiaries.

6.2. Establishment and Maintenance of Funds.

The Committee shall cause at least three Funds to be established and maintained at all times. Each such Fund shall be diversified and shall have different risk and return characteristics from the other Funds.  Any Fund that invests primarily in investments with restrictions regarding Funds to which investment transfers may be made or to which a minimum investment period is applicable shall not be considered as one of such requisite three Funds.  The Funds established by the Committee pursuant to this Section 6.2 shall be in addition to the Common Stock Fund, which shall be established and maintained pursuant to Section 6.3.

6.3. Common Stock Fund.

A Common Stock Fund shall be established, and it is the express intention of the Company, as the settlor of the Plan, that it be maintained at all times under the Plan. The assets of the Common Stock Fund shall be invested by the Trustee solely in Common Stock; provided, however, that the Common Stock Fund may hold an amount of cash to the extent required in lieu of holding fractional shares of Common Stock.  The Trustee shall receive Common Stock from the Company or purchase Common Stock in the market.  The Common Stock Fund is mandated under the Plan as a matter of Plan design, and it is the express intention of the Company, as the settlor of the Plan, to afford Members, Inactive Members, Beneficiaries and alternate payees the opportunity to invest in Common Stock through their Separate Accounts under the Plan.  None of the Executive Committee, the Committee, the Company or any of its officers, directors or employees either encourages or discourages investment in the Common Stock Fund.  Members, Inactive Members, Beneficiaries and alternate payees should understand that the Common Stock Fund is only one of several Funds offered for the investment of Separate Accounts under the Plan and that they are free to invest in any Fund, and to determine, in their own discretion, whether or not to invest in any Fund (including, without limitation, the Common Stock Fund).  All Members, Inactive Members, Beneficiaries and alternate payees whose Separate Accounts are invested in the Common Stock Fund, or who are considering investing their Separate Accounts in the Common Stock Fund, should understand that:  (1) the Common Stock Fund represents the investment in the equity securities of a single company and, therefore, may be inherently subject to wider price swings, up and down and in shorter periods of time, than other Funds offered under the Plan, (2) the Common Stock Fund should be viewed as a long term investment option which will be maintained under the Plan indefinitely, and (3) the fiduciaries of the Plan will not override any instructions that Members, Inactive Members, Beneficiaries and alternate payees may provide requesting that all or part of their Separate Accounts be invested in the Common Stock Fund nor can they act to eliminate or otherwise restrict the inclusion of the Common Stock Fund as a Fund offered under the Plan.

6.4. Income on Trust Funds.

Unless specifically provided otherwise in the Plan or the Trust Agreement, any dividends, interest, distributions, or other income received by the Trustee in respect of a Fund shall be reinvested by the Trustee in the Fund with respect to which such income was received by it.

6.5. Separate Accounts.

Each Member shall have established in his name Separate Accounts which shall be dependent upon the manner in which the assets of his Basic, Supplemental, Matching, Retirement and Rollover/Transfer Accounts are invested.

6.6. Voting of Common Stock in the Common Stock Fund.

Each Member or Beneficiary who has shares of Common Stock allocated to his Separate Accounts shall be a named fiduciary with respect to the voting of Common Stock held thereunder and shall have the following powers and responsibilities:

(a) Prior to each annual or special meeting of the shareholders of the Company, the Committee shall cause to be sent to each Member and Beneficiary who has Common Stock allocated to his Separate Accounts and invested in the Common Stock Fund under the Plan a copy of the proxy solicitation material therefor, together with a form requesting confidential voting instructions, with respect to the voting of such Common Stock as well as the voting of Common Stock for which the Trustee does not receive instructions.  Each such Member and/or Beneficiary shall instruct the Trustee to vote the number of such uninstructed shares of Common Stock equal to the proportion that the number of shares of Common Stock allocated to his Separate Accounts and invested in the Common Stock Fund bears to the total number of shares of Common Stock in the Plan for which instructions are received.  Upon receipt of such a Member’s or Beneficiary’s instructions, the Trustee shall then vote in person, or by proxy, such shares of Common Stock as so instructed.

(b) The Committee shall cause the Trustee to furnish to each Member and Beneficiary who has Common Stock allocated to his Separate Accounts and invested in the Common Stock Fund under the Plan notice of any tender or exchange offer for, or a request or invitation for tenders or exchanges  of, Common Stock made to the Trustee.  The Trustee shall request from each such Member and Beneficiary instructions as to the tendering or exchanging of Common Stock allocated to his Separate Accounts and invested in the Common Stock Fund and the tendering or exchanging of Common Stock for which the Trustee does not receive instructions.  Each such Member shall instruct the Trustee with respect to the tendering or exchanging of Common Stock for which the Trustee does not receive instructions.  Each such Member shall instruct the Trustee with respect to the tendering or exchanging of the number of such uninstructed shares of Common Stock equal to the proportion that the number of the shares of Common Stock allocated to his Separate Accounts and invested in the Common Stock Fund bears to the total number of shares of Common Stock in the Plan for which instructions are received.  The Trustee shall provide Members and Beneficiaries with a reasonable period of time in which they may consider any such tender or exchange offer for, or request or invitation for tenders or exchanges of, Common Stock made to the Trustee.  Within the time specified by the Trustee, the Trustee shall tender or exchange such Common Stock as to which the Trustee has received instructions to tender or exchange from Members and Beneficiaries.

(c) Instructions received from Members and Beneficiaries by the Trustee regarding the voting, tendering, or exchanging of Common Stock shall be held in strictest confidence and shall not be divulged to any other person, including officers or employees of the Company, except as otherwise required by law, regulation or lawful process.

ARTICLE VII

VESTING

7.1. Vesting in Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

A Member shall be 100 percent vested in the balance of his Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

7.2. Vesting in Retirement Contributions.

A Member shall be vested in the balance of his Retirement Account in accordance with the following schedule:

Years of Vesting Service	Vested Percentage
Less than 3	0%
3 or more	100%

Notwithstanding the foregoing, upon the occurrence of one of the events hereinafter listed while a Member is an Employee, such Member shall be 100% vested in the balance of his Retirement Account:

(i) attainment of Retirement Age;

(ii) death; or

(iii) Permanent and Total Disability.

7.3. Forfeitures.

At the time a Member or Inactive Member terminates employment with the Company and its Controlled Entities prior to attaining Retirement Age for any reason other than Permanent and Total Disability or death, only his vested interest in his Retirement Account shall be distributable pursuant to the provisions of Sections 10.2, 10.3, and 10.4 and his unvested interest shall be governed by the following provisions.

(a) The unvested portion of such a Member’s Retirement Account shall be forfeited at the earliest of the following:

(i) the date on which the Member’s entire vested interest in his Retirement Account is considered distributed under paragraph (c) below; or

(ii) the date such Member completes a Period of Severance of five consecutive years; or

(iii) the date of the Member’s death.

(b) Forfeitures from Retirement Accounts shall be applied against the Employer’s next contribution obligation with respect to Retirement Contributions under the Plan.

(c) A zero vested balance of a Member or Inactive Member shall be treated as though it were distributed immediately when employment terminates.

(d) If a Member or Inactive Member is reemployed prior to completing a Period of Severance of five consecutive years but after a forfeiture under paragraph (a) above because of an imputed distribution, the forfeited amount(s), unadjusted for interim gains or losses, shall be subject to restoration under paragraph (e).

(e) Amount(s) subject to restoration under paragraph (d) shall be credited to the Member’s Retirement Account upon reemployment and shall be made from the assets of a special contribution of the Company which shall not constitute an “annual addition” within the meaning of Section 415 of the Code.

7.4. Election of Former Vesting Schedule.

In the event the Committee adopts an amendment to the Plan that directly or indirectly affects the computation of a Member’s nonforfeitable interest in his Retirement Account, any Member who is credited with three or more years of Vesting Service shall have a right to have his nonforfeitable interest in such account as of the effective date of the amendment continue to be determined under the vesting schedule in effect prior to such amendment rather than under the new vesting schedule, unless the nonforfeitable interest of such Member in such account under the Plan, as amended, at any time is not less than such account interest determined without regard to such amendment.  A Member shall exercise such right by giving written notice of his exercise thereof to the Committee within 60 days after the latest of (i) the date he received notice of such amendment from the Committee, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted.  Notwithstanding the foregoing provisions of this Section 7.4, the vested interest of each Member on the effective date of such amendment shall not be less than his vested interest under the Plan through the later of the effective date or the date the Plan amendment is adopted.

7.5. Vesting Service.

Subject to the provisions of Sections 7.7 and 7.8, for each Plan Year beginning on or after the Effective Date, a Member shall be credited with Vesting Service in an amount equal to his aggregate Periods of Service whether or not such Periods of Service are completed consecutively and regardless of when completed.  Notwithstanding anything to the contrary in the preceding sentence, (1) if a Member terminates his Service (at a time other than during a leave of absence) and subsequently resumes his Service, if his Reemployment Date is within twelve months of his Severance Date, such Period of Severance shall be treated as a Period of Service for purposes of this Section, and (2) if a Member terminates his Service during a leave of absence and subsequently resumes his Service, if his Reemployment Date is within twelve months of the beginning of such leave of absence, such Period of Severance shall be treated as a Period of Service for purposes of the preceding sentence.

7.6. Transfers.

Notwithstanding the provisions of Section 7.5, years of Vesting Service credited to a person shall be subject to the following:

(a) Any person who transfers or re-transfers to employment with an Employer as an Eligible Employee directly from other employment (i) with the Employer in a capacity other than as an Employee or (ii) with a Controlled Entity, shall be credited with years of Vesting Service, for such other employment as if such other employment were employment with an Employer as an Eligible Employee for the entire period of employment.

(b) Any person who transfers from employment with an Employer as an Eligible Employee directly to other employment (i) with an Employer in a capacity other than as an Eligible Employee or (ii) with a Controlled Entity, shall be deemed by such transfer not to lose his credited years of Vesting Service, and shall be deemed not to retire or otherwise terminate his employment until such time as he is no longer in the employment of a Controlled Entity, at which time he shall become entitled to benefits, if he is otherwise eligible therefor under the provisions of the Plan; provided, however, that up to such time he shall receive credit for years of Vesting Service for such other employment as if such other employment were employment with the Employer as an Eligible Employee.

7.7. Loss and Reinstatement of Years of Vesting Service.

Except as otherwise specifically provided in this Section 7.7, a Member’s years of Vesting Service to be taken into account in determining his vested interest in his Retirement Account shall be lost if he retires or if his employment with an Employer and its Controlled Entities terminates for any other reason and, if he thereafter returns to employment as an Eligible Employee, he shall be treated for Plan purposes as a new Eligible Employee.  Notwithstanding the foregoing provisions, a retired or former Member who returns to employment with an Employer or a Controlled Entity shall be reinstated with the years of Vesting Service with which he was credited at the time of his prior retirement or other termination of employment if:

(a) he was eligible for a benefit from his Retirement Account, or he had an amount greater than zero credited to his Basic Account, his Matching Account, or his Supplemental Account at the time of his previous retirement or other termination of employment, or

(b) he terminated his employment before satisfying the conditions of eligibility for a benefit from his Retirement Account, and with no amount then credited to his Basic Account, his Matching Account, or his Supplemental Account and he is reemployed by an Employer or a Controlled Entity before he incurs a Period of Severance that equals or exceeds the greater of five years or his aggregate Period of Service completed before such Period of Severance.

Years of Vesting Service which are reinstated under this Section 7.7 shall be reinstated in accordance with and subject to all applicable provisions of the Plan with respect to reemployment.

7.8. Prior Plan Vesting and Forfeitures.

A Member or an Inactive Member whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or plan-to-plan transfer shall be subject to the additional vesting and forfeiture provisions, if any, as specified in an Addendum.

7.9. Finality of Determinations.

Notwithstanding anything to the contrary contained in this Article VII, there shall be no duplication of years of Vesting Service credited to an Employee for any one period of his employment with an Employer or a Controlled Entity.  All determinations with respect to the crediting of years of Vesting Service under the Plan shall be made on the basis of the records of the Employers, and all determinations so made shall be final and conclusive upon Eligible Employees, former Eligible Employees, and all other persons claiming a benefit interest under the Plan.  In addition, the Committee shall have the exclusive responsibility with respect to determining the amount of Basic, Matching, and Retirement Contributions, and any adjustment thereto to comply with the terms of the Plan or the Code.  A determination so made shall be final and conclusive upon the Employer, all Members, and Beneficiaries.

ARTICLE VIIIWITHDRAWALS WHILE EMPLOYED

8.1. Withdrawals Prior to Age 59½.

Subject to the provisions in this Section 8.1, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has not attained age 59½, may:

(a) file a written request with the Committee in the form and within the time period prescribed by the Committee for a withdrawal of an amount credited to his Separate Accounts attributable to Basic, Rollover, Supplemental and Transferred Contributions.  Such withdrawal shall be permitted only if (i) the reason for the withdrawal is to enable the Member to meet an immediate and heavy financial need which meets the requirements of Section 401(k) of the Code and regulations thereunder and which cannot be reasonably relieved from other sources, including but not limited to sources outside the Plan and all other accounts and available nontaxable loans under the Plan; provided, however, that a Member shall not be required to take actions that would have the effect of increasing the amount of the need or to take commercial loans that are not available on reasonable commercial terms, and (ii) would not exceed the lesser of the balance of such Separate Accounts or the amount required to meet the need for which the withdrawal is requested.  The amount required to meet the immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution.  If the Committee approves such request, such withdrawal shall be made from a Member’s Separate Accounts in accordance with procedures established by the Committee.  A withdrawal shall be deemed to be made on account of an immediate and heavy financial need of a Member if the withdrawal is for:

(1) Expenses for medical care described in Section 213(d) of the Code previously incurred by the Member, the Member’s spouse, or any dependents of the Member (as defined in Section 152 of the Code and determined without regard to Section 152(b)(1), (b)(2), or (d)(1)(B) of the Code) or necessary for those persons to obtain medical care described in Section 213(d) of the Code and not reimbursed or reimbursable by insurance, determined without regard to whether such expenses exceed 7.5% of adjusted gross income;

(2) Costs directly related to the purchase of a principal residence of the Member (excluding mortgage payments);

(3) Payment of tuition and related educational fees, and room and Board expenses, for the next twelve months of post-secondary education for the Member or the Member’s spouse, children, or dependents (as defined in Section 152 of the Code and determined without regard to Section 152(b)(1), (b)(2), or (d)(1)(B) of the Code);

(4) Payments necessary to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage of the Member’s principal residence; or

(5) Payments for burial or funeral expenses for the Member’s deceased parent, spouse, children or dependents (as defined in Section 152 of the Code and without regard to Section 152(d)(1)(B) of the Code);

(6) Expenses for the repair of damage to the Member’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceed 10% of the Member’s adjusted gross income); or

(7) Such other financial needs that the Commissioner of Internal Revenue may deem to be immediate and heavy financial needs through the publication of revenue rulings, notices, and other documents of general applicability.

The above notwithstanding, withdrawals under this Paragraph from a Member’s Basic Account shall be limited to the sum of the Member’s Basic Contributions to the Cameron International Corporation Retirement Savings Plan, plus income allocable thereto and credited to the Member’s Basic Account as of the Valuation Date coincident with or next preceding December 31, 1988, less any previous withdrawals of such amounts.

(b) file a request with the Committee in the form and within the time period prescribed by the Committee for a withdrawal of an amount credited to his Supplemental Account.

(c) file a request with the Committee in the form and within the time period prescribed by the Committee for a withdrawal of his Rollover Contributions (along with any earnings and net of any losses attributable thereto).

8.2. Withdrawals After Age 59½.

Subject to the provisions of this Section 8.2, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has attained  at least age 59½, may file a written request with his Employer in the form and within the time period prescribed by the Committee for a withdrawal of an amount credited to his Separate Accounts; provided, however, that such a Member may request a withdrawal of amounts credited to his Separate Accounts only to the extent of his vested interest in such amounts, as determined in accordance with Section 7.2.  A withdrawal made pursuant to this Section 8.2 shall be made from a Member’s or Inactive Member’s Separate Accounts as elected by such Member or Inactive Member.

8.3. Form of Withdrawals.

All withdrawals made from Separate Accounts invested in the Funds, other than the Common Stock Fund, shall be in the form of cash.  All withdrawals made from Separate Accounts invested in the Common Stock Fund shall be in the form of Common Stock or cash, as elected by the Member; provided, however, that the value of any fractional shares of Common Stock shall be distributed in the form of cash.  Any withdrawal hereunder which constitutes an Eligible Rollover Distribution shall be subject to the direct rollover election described in Section 10.9.

8.4. Withdrawals of Prior Plan Amounts.

In addition to all other withdrawal rights available pursuant to this Article VIII, a Member or an Inactive Member whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or plan-to-plan transfer and who is receiving Compensation from a Controlled Entity shall have the additional withdrawal rights, if any, as specified in an Addendum.

8.5. No Restriction from Making Basic Contributions.

Notwithstanding anything to the contrary in the Plan, no Member shall be restricted from making Basic Contributions under the Plan by reason of having received a withdrawal of amounts credited to his Separate Accounts prior to his severance from employment with the Company and its Controlled Entities.

ARTICLE IXLOANS

9.1. Eligibility for Loan.

Upon application by (1) any Member who (a) is on the United States payroll of the Employer and (b) is receiving compensation other than severance pay from a Controlled Entity, or (2) any Member (x) who is a party-in-interest, as that term is defined in section 3(14) of ERISA, as to the Plan, (y) who is no longer employed by the Employer, who is a beneficiary of a deceased Member, or who is an alternate payee under a qualified domestic relations order, as that term is defined in section 414(p)(8) of the Code, and (z) who retains a balance in his Separate Account under the Plan (an individual who is eligible to apply for a loan under this Article being hereinafter referred to as a “Member”), the Committee may in its discretion direct the Trustee to make a loan or loans to such Member provided that such Member has not had an outstanding loan from the Plan for at least one month and provided further that a loan from the Plan to such Member is not prohibited by applicable law.  Such loans shall be made pursuant to the provisions of the Plan’s written loan procedure, as adopted and amended from time to time by the Committee, which procedure is hereby incorporated by reference as a part of the Plan.

9.2. Maximum Loan.

(a) A loan to a Member may not exceed 50% of the nonforfeitable balance of such Member’s Separate Accounts (excluding his Retirement Account).

(b) Paragraph (a) above to the contrary notwithstanding, the amount of a loan made to a Member under this Article shall not exceed an amount equal to the difference between:

(i) The lesser of $50,000 (reduced by the excess, if any, of (A) the highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date on which the loan is made over (B) the outstanding balance of loans from the Plan on the date on which the loan is made) or one-half of the present value of the Member’s total nonforfeitable accrued benefit under all qualified plans of the Employer or a Controlled Entity; minus

(ii) The total outstanding loan balance of the Member under all other loans from all qualified plans of the Employer or a Controlled Entity.

9.3. Loans from Prior Plan Amounts.

In addition to all other loan rights available pursuant to this Article IX, a Member or an Inactive Member whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or plan-to-plan transfer and who is receiving Compensation from a Controlled Entity shall have the additional loan rights, if any, as specified in an Addendum.

ARTICLE XDISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT

10.1. Eligibility for Distribution.

Upon termination of employment with the Controlled Entities, each Member and Inactive Member shall be entitled to receive the entire interest of his Basic, Supplemental, Matching, and Rollover/Transfer Accounts and the vested interest of his Retirement Account, if any, in accordance with his provisions of Sections 10.2 and 10.3.  Notwithstanding the provisions of the Plan regarding availability of distributions from the Plan upon “termination of employment,” a Member’s vested interest in his Separate Accounts shall be distributed on account of the Member’s “severance from employment” as such term is used in Section 401(k)(2)(B)(i)(I) of the Code.  If a Member’s employment status changes from that of a common law employee of the Employer to a Leased Employee, such Participant shall not be deemed to have a “severance from employment” and, therefore, will not be eligible for a distribution under the Plan as a result of such employment status change.  Further, a Member’s deemed severance from employment pursuant to Section 414(u)(12)(B)(i) shall not be a “severance from employment” for purposes of this Section 10.1, and, therefore, such Member shall not be eligible for a distribution under the Plan as a result of such deemed severance.

10.2. Distribution of Separate Accounts.

Subject to the provisions of Section 10.3, the Committee shall direct the Trustee to make distribution to a Member or Inactive Member, who becomes eligible to receive the vested interest of his Separate Accounts pursuant to the provisions of Section 10.1 in the manner hereinafter set forth.

(a) Distributions of $1,000 or Less.  If the value of the vested interest of a Member or Inactive Member in his Separate Accounts is $1,000 or less (or $5,000 or less in the case of a distribution after a Member’s death), distribution thereof shall be made to such a Member (or his Beneficiary, as applicable) as soon as practicable in a single sum payment.

(b) Distributions of More than $1,000 But Not More Than $5,000.  If the value of the vested interest of a Member or Inactive Member in his Separate Accounts is more than $1,000 but not more than $5,000, such Member may elect to receive distribution of such Accounts as soon as practicable in a single sum payment at any time prior to attainment of age 70½; provided, however, distribution after a Member’s death may be made without consent pursuant to Section 10.2(a) if the value of the vested interest in his Account(s) is $5,000 or less.  Such election may be made without the consent of such Member’s spouse, if any.  In the event of a distribution pursuant to this Section 10.2(b), if the Member does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Member in a direct rollover in accordance with Section 10.9 or to receive the distribution directly in accordance with this Section 10.2(b), then the Plan Administrator will direct the Trustee to pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator.

(c) Distributions of Over $5,000.  If the value of the vested interest of a Member or Inactive Member in his Separate Accounts is in excess of $5,000 such Member may elect to receive distribution of his Separate Accounts in a single sum payment at any time prior to attainment of age 70½.  No less than thirty days (unless such thirty-day period is waived by an affirmative election in accordance with applicable Treasury regulations) and no more than 180 days before the date a Member’s Plan interest is to be distributable to him, the Committee shall inform the Member of his right to defer the distribution of his benefit and shall describe the Member’s Eligible Rollover Distribution election rights pursuant to Section 10.9.  Such information shall also describe for the Member the consequences of failing to defer the distribution of his Plan interest.  Notwithstanding the foregoing, no such distribution may be made to a Member or Inactive Member prior to Retirement Age, unless such Member consents in writing to such distribution.

(d) Disregard of Rollover Contributions for Valuation of Involuntary Cash Outs in Certain Cases.  For purposes of application of the $5,000 threshold of Sections 10.2(a), 10.2(b), 10.2(c) and 12.5, the value of a Member’s vested interest in his Separate Accounts shall be determined without regard to that portion of such accounts which is attributable to Rollover Contributions (and earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16) of the Code.  If the value of a Member’s Separate Accounts as so determined is $5,000 or less, the Member’s entire nonforfeitable account balance (including amounts attributable to such Rollover Contributions) shall be distributable pursuant to an election under Section 10.2(b) or distributed pursuant to Section 10.2(a) or 12.5, as applicable.

10.3. Time and Form of Distribution.

Unless the Member or Inactive Member otherwise elects (or is deemed to elect otherwise because the present value of such Member’s nonforfeitable benefit exceeds $5,000 and he fails to consent to a distribution while his benefit is immediately distributable within the  meaning of Treasury Regulations), the payment of benefits under the Plan to such Member shall begin no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs:

(i) The date on which such Member attains age 65;

(ii) The tenth anniversary of the date on which such Member commenced participation in the Plan; and

(iii) The date on which such Member terminates service with the Controlled entities.

All single sum distributions shall be made in cash; provided, however, a Member (or, if authorized by the Member, his designated beneficiary or legal representative in the case of a deceased Member), may elect to have the portion of his Accounts that is then invested in the Common Stock Fund distributed in whole shares of Common Stock, with any partial shares to be distributed in cash.

10.4. Limitation on Commencement of Distribution.

Notwithstanding any provision in the Plan to the contrary, all distributions required under this Article X shall be determined and made in accordance with the regulations under Section 401(a)(9) of the Code, including the minimum distribution incidental benefit requirements of Section 1.401(a)(9)-2 of the regulations.  Accordingly, the entire interest of a Member or Inactive Member in his Separate Accounts must be distributed, or must begin to be distributed, no later than such Member’s Mandatory Distribution Date.  The Mandatory Distribution Date of a Member or Inactive Member shall be determined as follows:

(i) The Mandatory Distribution Date of such a Member who attains age 70½ shall be the first day of April of the calendar year following the later of (A) the calendar year in which such Member attains age 70½ or (B) the calendar year in which such Member terminates his employment with the Employer (provided, however, that Clause (B) of this sentence shall not apply in the case of a Member who is a “five-percent Owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains age 70½).

(ii) The Mandatory Distribution Date of a Member who dies before another Mandatory Distribution Date shall be (A) if payable to other than the Member’s spouse, the last day of the one-year period following the death of such Member or (B) if payable to the Member’s spouse, after the date upon which such Member would have attained age 70-1/2, unless such surviving spouse dies before payments commence, in which case the Mandatory Distribution Date may not be deferred beyond the last day of the one-year period following the death of such surviving spouse.

Minimum distributions shall be determined in accordance with Section 10.12.

10.5. Restriction on Alienation.

Except as provided in Sections 401(a)(13)(B) and 414(p) of the Code relating to qualified domestic relations orders, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process.  No person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate, or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

10.6. Payments to Incompetents or Minors.

In the event that it shall be found that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, or is a minor, such amount (unless prior claim therefor shall have been made a duly qualified guardian or other legal representative) may, in the discretion of the Committee, be paid to a duly appointed guardian or to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations incurred by or on behalf of such individual.  The Trustee shall make such payment only upon receipt of written instructions to such effect from the Committee.  Any such payment shall be charged to the Separate Accounts from which any such payment would otherwise have been paid to the individual found to be a minor or incapable of attending to his financial affairs and shall be a complete discharge or any liability therefor under the Plan.

10.7. Commercial Annuities.

In any case where a benefit payable under the Plan is to be paid in the form of a commercial annuity, a commercial annuity contract shall be purchased and distributed to the Member, Inactive Member, or Beneficiary, as the case may be.  Upon the distribution of any such contract, the Plan shall have no further liability with respect to the amount used to purchase the annuity contract and the company issuing such contract shall be solely responsible to the recipient of the contract for the annuity payments thereunder.  All certificates for commercial annuity benefits shall be non-transferable, and no benefit thereunder may be sold, assigned, discounted, or pledged.  Any commercial annuity purchased under the Plan shall contain such terms and provisions as may be necessary to satisfy the requirements under the Plan.

10.8. Actuarial Equivalency.

With respect to any benefit payment pursuant to the Plan, whichever form of payment is selected, the value of such benefit shall be the actuarial equivalent of the value of the vested balance of the Separate Accounts to which the particular Member, Inactive Member, or Beneficiary, as the case may be, is entitled.

10.9. Eligible Rollover Distributions.

Each Member and Beneficiary who receives an Eligible Rollover Distribution may elect in the time and in a manner prescribed by the Committee to have all or any portion of such Eligible Rollover Distribution transferred to an Eligible Retirement Plan; provided, however, that only one such transfer may be made with respect to an Eligible Rollover distribution to an Eligible Retirement Plan.  Notwithstanding the foregoing, the Member may elect, after receiving the notice required under Section 402(f) of the Code, to receive such Eligible Rollover Distribution prior to the expiration of the 30-day period beginning on the date such Member is issued such notice; provided that the Member or Beneficiary is permitted to consider his decision for at least 30 days and is advised of such right in writing.

10.10. Deferral of Payments.

Subject to the provisions of Section 10.4, but notwithstanding the provisions of any other Section of the Plan to the contrary, a Member whose Plan interest is determined to have a present value more than $1,000 (or more than $5,000 in the case of a deceased Member) shall not receive payment of such interest prior to the later of normal Retirement Age or age 62, unless consented to by the Member in writing.

10.11. Lost or Missing Members or Beneficiaries.

In the case of a benefit payable on behalf of a Member, if the Committee is unable to locate the Member or beneficiary to whom such benefit is payable, upon the Committee’s determination thereof, such benefit shall be forfeited.  Notwithstanding the foregoing, if subsequent to any such forfeiture the Member or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored to the Plan in the manner provided in Section 7.3.

10.12. Minimum Distribution Requirements.

(a) The provisions of this Section 10.12 will take precedence over any inconsistent provisions of the Plan.

(b) All distributions required under this Section 10.12 will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

(c) Notwithstanding the other provisions of this Section 10.12, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(d) The Member’s entire interest will be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date.  If the Member dies before distributions begin, the Member’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(1) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70½, if later.

(2) If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

(3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

(4) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to the surviving spouse begin, this Paragraph (disregarding item (1) above), will apply as if the surviving spouse were the Member.

For purposes of this Paragraph (d) and Paragraph (f) below, unless item (4) above applies, distributions are considered to begin on the Member’s Required Beginning Date. If item (4) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under item (1) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving spouse before the date distributions are required to begin to the surviving spouse under item (1) above), the date distributions are considered to begin is the date distributions actually commence.  Unless the Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Paragraphs (e) and (f) of this Section 10.12, whichever is applicable. If the Member’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

(e) During the Member’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

(1) the quotient obtained by dividing the Member’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

(2) if the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the Member’s spouse, the quotient obtained by dividing the Member’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s and spouse’s attained ages as of the Member’s and spouse’s birthdays in the Distribution Calendar Year.

Required minimum distributions will be determined under this Paragraph (e) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

(f) If the Member dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the longer of the remaining Life Expectancy of the Member or the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as follows:

(1) The Member’s remaining Life Expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(2) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Member’s death using the surviving spouse’s age as of the spouse’s birthday in that year.  For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(3) If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Designated Beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent year.

If the Member dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(g) If the Member dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as provided in item (1), (2) or (3) of Paragraph (f), whichever is applicable.  If the Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.  If the Member dies before the date distributions begin, the Member’s surviving spouse is the Member’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under item (1) of Paragraph (d), this Paragraph (g) will apply as if the surviving spouse were the Member.  Notwithstanding the foregoing, if the Member dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Paragraph (d) above but the Member’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Member’s death. If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to either the Member or the surviving spouse begin, this Paragraph will apply as if the surviving spouse were the Member.

(h) For purposes of this Section 10.12, the following terms and phrases shall have these respective meanings:

(1) Designated Beneficiary:  The individual who is designated as a Member’s beneficiary under Section 11.1 of the Plan and is a Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

(2) Distribution Calendar Year:  A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Paragraph (d).  The required minimum distribution for the Member’s first Distribution Calendar Year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

(3) Life Expectancy.  Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

(4) Member’s Account Balance.  The balance in a Member’s Separate Accounts as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Member’s Accounts as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. A Member’s Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

(5) Requiring Beginning Date.  With respect to a Member or beneficiary, the date described in Section 10.4 of the Plan.

10.13. Distribution Rules for Prior Plan Amounts.

A Member or Inactive Member who has terminated employment with the Controlled Entities and whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or plan-to-plan transfer, such amounts shall be subject to the distribution provisions of Sections 10.2 and 10.3, except as may be otherwise specified for any such amounts in an Addendum.

ARTICLE XIBENEFICIARIES AND DEATH BENEFITS

11.1. Designation of Beneficiary.

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest under the Plan, the spouse, if any, of such Member shall be his Beneficiary and receive distribution of his remaining interest in accordance with the provisions of Section 11.4; provided, however, that a Member or Inactive Member, may designate a person or persons other than his spouse as his Beneficiary if the requirements of Section 11.3 are met.

11.2. Beneficiary in the Absence of Designated Beneficiary.

If a Member or Inactive Member who dies does not have a surviving spouse and if no Beneficiary has been designated pursuant to the provisions of Section 11.1, or if no Beneficiary survives such Member, then the Beneficiary shall be the estate of such Member.  If any Beneficiary designated pursuant to Section 11.1 dies after becoming entitled to receive distribution hereunder and before such distributions are made in full, and if no other person or persons have been designated to receive the balance of such distributions upon the happening of such contingency, the estate of such deceased Beneficiary shall become the Beneficiary as to such balance.

11.3. Spousal Consent to Beneficiary Designation.

An election to designate a Beneficiary other than the spouse of such Member or Inactive Member shall not be effective unless (A) such spouse has consented thereto in writing and such consent (i) acknowledges the effect of such election, (ii) either consents to the specific designated beneficiary (which designation may not be subsequently changed by the Member or Inactive Member without spousal consent) or expressly permits such designation by the Member or Inactive Member without the requirement of further consent by the spouse, and (iii) is witnessed by a Plan representative (other than the Member, or Inactive Member, as applicable) or a notary public, or (B) the consent of such spouse cannot be obtained because the spouse cannot be located or because of other circumstances described by applicable Treasury regulations.  Any such consent by such spouse shall be irrevocable.

11.4. Death Benefits.

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest in the Plan, the Beneficiary of such Member shall receive distribution of such Member’s remaining interest in his Separate Accounts in a single sum to such Member’s Beneficiary.

11.5. Beneficiaries and Death Benefits for Prior Plan Amounts.

Upon the death of a Member or Inactive Member whose Separate Account includes amounts that were transferred to the Plan in connection with a plan merger or a plan-to-plan transfer, such amounts shall be subject to the beneficiaries and death benefit provisions of Sections 11.1, 11.2, 11.3 and 11.4, except as may be otherwise specified for any such amounts in an Addendum.

ARTICLE XIIADMINISTRATION

12.1. Plan Administrator.

For purposes of ERISA, the Committee shall be the Plan Administrator and, as such, shall be responsible for the compliance of the Plan with the reporting and disclosure provisions of ERISA.

12.2. Authority of the Committee.

The Committee shall have all the powers and authority expressly conferred upon it herein and, further, shall have the sole right, in its discretion, to interpret and construe the Plan, and to determine any disputes arising thereunder, subject to the provisions of Section 7.9.  In exercising such powers and authority, the Committee at all times shall exercise good faith, apply standards of uniform application, and refrain from arbitrary action.  Any decision of the Committee in such exercise of its powers, authorities and duties shall be final and binding upon all affected parties.  The Committee may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder.  The Committee shall be a “named fiduciary” as that term is defined in Section 402(a)(2) of ERISA.  The Committee may:

(a) allocate any of the powers, authorities, or responsibilities for the operation and administration of the Plan, which are retained by it or granted to it by this Article XII, to the Trustee; and

(b) designate a person or persons other than itself to carry out any of such powers, authorities, or responsibilities;

provided, however, that no powers, authorities, or responsibilities of the Trustee shall be subject to the provisions of paragraph (b) of this Section 12.2; and provided further, that no allocation or delegation by the Committee of any of its powers, authorities, or responsibilities to the Trustee shall become effective unless such allocation or delegation first shall be accepted by the Trustee in a writing signed by it and delivered to the Committee.

To prevent any two parties to the Plan from being deemed co-fiduciaries with respect to any particular function, both the Plan and the Trust Agreement are intended, and should be construed, to allocate to each party to the Plan or the Trust Agreement, as applicable, only those specific powers, duties, responsibilities, and obligations as are specifically granted to it under the Plan or Trust.  The Plan is intended to allocate to each named fiduciary the individual responsibility for proper execution of the functions assigned to it, and none of such responsibilities or any other responsibility shall be shared by two or more of such named fiduciaries unless such sharing is provided for by a specific provision of the Plan or Trust.

12.3. Action of the Committee.

Any act authorized, permitted, or required to be taken by the Committee under the Plan, which has not been delegated in accordance with Section 12.2, may be taken by a majority of the members of the Committee, either by vote at a meeting, or in writing without a meeting.  All notices, advices, directions, certifications, approvals, and instructions required or authorized to  be given by the Committee under the Plan shall be in writing and signed by either (i) a majority of the members of the Committee, or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) a person who becomes authorized to act for the Committee in accordance with the provisions of paragraph (b) of Section 12.2.  Subject to the provisions of Section 12.4, any action taken by the Committee which is authorized, permitted, or required under the Plan shall be final and binding upon the Company and the Trustees, all persons who have or who claim an interest under the Plan, and all third parties dealing with any Trustee or the Company.

12.4. Claims Review Procedure.

Claims for Plan benefits and reviews of Plan benefit claims which have been denied or modified will be processed in accordance with the written Plan claims procedures established by the Committee, which procedures are hereby incorporated by reference as a part of the Plan and may be amended from time to time by the Committee.

12.5. Qualified Domestic Relations Orders.

Except as otherwise provided with respect to “qualified domestic relations orders” and certain judgments and settlements pursuant to section 206(d) of the Act and sections 401(a)(13) and 414(p) of the Code, and, except as otherwise provided under other applicable law, no right or interest of any kind in any benefit shall be transferable or assignable by any Member or any beneficiary or be subject to anticipation, adjustment, alienation, encumbrance, garnishment, attachment, execution, or levy of any kind.  Plan provisions to the contrary notwithstanding, the Plan shall comply with the terms and provisions of any “qualified domestic relations order,” including an order that requires distributions to an alternate payee prior to a Member’s “earliest retirement age” as such term is defined in section 206(d)(3)(E)(ii) of the Act and section 414(p)(4)(B) of the Code, and the Committee shall establish appropriate procedures to effect the same.  In the event that the total value of an amount directed to be paid pursuant to a qualified domestic relations order is not in excess of $5,000, such amount shall be paid to the recipient or recipients identified in such order in one lump sum payment as soon as practicable after such order has been determined to be a qualified domestic relations order.

12.6. Indemnification.

In addition to whatever rights of indemnification the members of the Executive Committee, members of the Committee, or any other person or persons (other than the Trustees or individuals, other than members of the Executive Committee, who are not employed by the Company or its affiliates) to whom any power, authority, or responsibility of the Company is allocated or delegated pursuant to paragraph (b) of Section 12.2, may be entitled under the Master Formation Agreement of the Company, under the Employee Matters Agreement relating to the Company, under any provision of law, or under any other agreement, the Company shall satisfy such liability actually and reasonably incurred by any such member or such other person or persons, including expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement, in connection with any threatened, pending, or completed action, suit, or proceeding which is related to the exercise, or failure to exercise, by such member or such other person or persons of any of the powers, authorities, responsibilities, or discretion of the Company or the Committee as provided under the Plan and the Trust Agreement, or reasonably believed by such member or such other person or persons to be provided thereunder, and any action taken by such member or such other person or persons in connection therewith.

12.7. Temporary Restrictions.

In order to ensure an orderly transition in the transfer of assets to the Trust from another trust fund maintained under the Plan or from the trust fund of a plan that is merging into the Plan or transferring assets to the Plan or to ensure an orderly transition of recordkeeping, valuation, or other administrative activities from one service provider to another service provider, the Committee may, in its discretion, temporarily prohibit or restrict withdrawals, loans, changes to contribution elections, changes of investment designation of future contributions, transfers of amounts from one Fund to another Fund, or such other activity as the Committee deems appropriate, provided that any such temporary cessation or restriction of such activity shall be in compliance with all applicable law and the Committee shall have provided to Members, Inactive Members, their beneficiaries, and alternate payees the notices and information required to be provided with respect to such temporary cessation or restriction of such activity by applicable law and regulations.

ARTICLE XIIIAMENDMENT AND TERMINATION

13.1. Amendment.

Subject to the provisions of Section 13.2, the Company may at any time and from time to time, amend the Plan.  Further, the Committee may amend the Plan at any time and from time to time, with any such Committee amendment action being exercised in a settlor capacity, provided that:  (a) any amendment to the Plan that substantially and materially increases the benefits of officers or directors of the Company shall require the prior approval of the Executive Committee or the committee of the Executive Committee (if any) to which the duty of general oversight has been delegated by the Executive Committee, and (b) notwithstanding anything to the contrary herein, the Committee shall have no authority to amend or modify the Plan’s design or operation as it relates to the offering of the Common Stock Fund and the composition of the Common Stock Fund and the Committee shall have no authority to eliminate or restrict the inclusion of the Common Stock Fund under the Plan or to review or approve any assets in which the Common Stock Fund is invested.

13.2. Limitation of Amendment.

The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Member, Inactive Member, Beneficiary, or person claiming under or through any one or more of them pursuant to the Plan; provided, however, that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan and Trust.  Moreover, no amendment shall be made hereunder which shall permit any part of the Trust property to revert to any Employer or be used for or be diverted to purposes other than the exclusive benefit of Members, Inactive Members, Beneficiaries, and persons claiming under or through them pursuant to the Plan.

13.3. Termination.

The Company reserves the right, by action of its Executive Committee, to terminate the Plan as to all Employers at any time.  The Plan shall terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers.  In the event of the termination of the Plan, written notice thereof shall be given to all Members and Beneficiaries having an interest under the Plan, and to the Trustee.  Upon any such termination of the Plan, the Trustee and the Company shall take the following actions for the benefit of Members and Beneficiaries:

(a) As of the termination date, the Trustee shall value the Funds hereunder and the Committee shall adjust all accounts accordingly.  The termination date shall become a Valuation Date.  In determining the net worth of the Funds hereunder, the Trustee shall include as a liability such amounts as in the Committee’s judgment shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the Trust property, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.

(b) The Trustee, upon instructions from the Committee, shall then segregate and distribute an amount equal to the entire interest of each Member, Inactive Member, and Beneficiary in the Funds to  or for the benefit of each Member, Inactive Member, or Beneficiary in accordance with the provisions of Sections 10.2 and 10.3.

Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination or discontinuance of contributions by the Employers, the interest of each Member, Inactive Member, and Beneficiary shall become fully vested and nonforfeitable; and, if there is a partial termination of the Plan, the interest of each Member, Inactive Member, and Beneficiary who is affected by such partial termination shall become fully vested and nonforfeitable.

13.4. Withdrawal of an Employer.

An Employer other than the Company may, by action of its board of directors or non-corporate counterpart, withdraw from the Plan, such withdrawal to be effective upon notice in writing to the Company (the effective date of such withdrawal being hereinafter referred to as the “withdrawal date”), and shall thereupon cease to be an Employer for all purposes of the Plan.  An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete discontinuance of contributions, or in the event it ceases to be a Controlled Entity.

13.5. Reorganization.

The merger, consolidation, or liquidation of the Company or any Employer with or into the Company or any other Employer shall not constitute a termination of the Plan as to the Company or such Employer.

ARTICLE XIVADOPTION BY AFFILIATES:  EXTENSIONTO NEW BUSINESS OPERATIONS

Any Affiliate of the Company which at the time is not an Employer may, with the consent of the Committee, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed pursuant to the authority of its board of directors or non-corporate counterpart and to be filed with the Company.

ARTICLE XV

MISCELLANEOUS PROVISIONS

15.1. No Commitment as to Employment.

Nothing herein contained shall be construed as a commitment or agreement upon the part of any Employee hereunder to continue his employment with an Employer, and nothing  herein contained shall be construed as a commitment on the part of any Employer to continue the employment or rate of compensation of any Employee hereunder for any period.

15.2. Benefits.

Nothing in the Plan shall be construed to confer any right or claim upon any person other than the parties hereto, Members and Beneficiaries.

15.3. No Guarantees.

None of the Company, any other participating Employer, the Committee, the Executive Committee or the Trustee guarantees the Trust from loss or depreciation, nor the payment of any amount which may become due to any person hereunder.  All benefits payable under the Plan shall be paid or provided for solely from the Plan assets and none of the Company, any other participating Employer, the Committee, the Executive Committee or the Trustee assumes any liability or responsibility for the adequacy thereof.

15.4. Exclusive Benefit.

No part of the Plan assets shall be used for any purpose other than the exclusive purpose of providing benefits which Members and Beneficiaries are entitled to under the Plan, and for the purpose of defraying the reasonable expenses of administering the Plan.

15.5. Duty to Furnish Information.

Each of the Employers, the Company, the Committee or the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that any other reasonably deems necessary to perform its duties imposed hereunder or otherwise imposed by law.

15.6. Merger, Consolidation, or Transfer of Plan Assets.

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Member, Inactive Member, and Beneficiary in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).  Further, this Plan and Trust may not transfer its assets or liabilities to any other plan, unless the Plan Administrator reasonably concludes that such other plan provides that the transferred amounts may not be distributed before the times specified in Treasury regulation section 1.401(k)-1(d).

15.7. Return of Contributions to Employers.

Notwithstanding any other provision of the Plan to the contrary, Basic, Matching and Retirement Contributions are contingent upon the deductibility of such contributions under Section 404 of the Code.  In the event a Basic, Matching or Retirement Contribution (or any portion thereof) is made under a mistake of fact, such a contribution shall be returned to the Employers within one year after the payment of the contribution.  Since Basic, Matching and Retirement Contributions (or any portion thereof) are conditioned upon the deductibility of the contribution under Section 404 of the Code as set forth above, in the event such deduction is disallowed, any such contribution shall be returned to the Employers within one year after the disallowance of the deduction.

15.8. Addenda.

In the event that it is deemed necessary to accommodate any transition of coverage under other benefit plans to coverage under the Plan with respect to certain groups of Employees, an Addendum setting forth special overriding provisions applicable to such Employees may be added to the Plan.  Each Addendum shall for all purposes constitute a part of the Plan and in the event of conflict with any other provision of the Plan, shall control.  The provisions of the Plan, together with the provisions specified in each Addendum shall constitute the terms of the Plan applicable to the Employees specified in the Addendum.

15.9. Validity of Agreement.

Except as provided under federal law, the provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Texas.

15.10. Uniformed Services Employment and Reemployment Rights Act Requirements.

(a) Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to Qualified Military Service will be provided in accordance with Code Section 414(u) and this Section 15.10.  Specifically, as required by Code Section 414(u)(8), a Member will be treated as not having incurred a break in Service because of his period of Qualified Military Service, the Member’s Qualified Military Service will be treated as Service under the Plan for vesting and contribution purposes and the Member will be permitted to make up any Basic Contributions he would have otherwise been eligible to make during the period of Qualified Military Service.

(b) If a Member’s death occurs while performing Qualified Military Service, then, provided such Member was entitled to reemployment rights with respect to the Employer under Code section 414(u) as of the date of his death, the Member’s beneficiary or beneficiaries shall be entitled to any benefits (other than benefit accruals relating to the period of Qualified Military Service) that would be provided under the Plan if the Member had resumed and then terminated his Service on account of death, in compliance with Code section 401(a)(37) and the Treasury regulations and guidance issued by the Internal Revenue Service thereunder.

(c) If an individual is paid remuneration by an Employer that constitutes a “differential wage payment” within the meaning of Code Section 3401(h)(2), then such individual shall be treated as an Employee of the Employer making the payment.

(d) No Member or beneficiary shall be entitled to any continued employer contributions under Code Section 414(u)(9) (as enacted under section 104(b) of the Heroes Earnings Assistance and Relief Tax Act of 2008) by reason of incurring a death or disability during a period of Qualified Military Service.

15.11. Plan Administration Communications and Systems.

The Committee may establish telephone and/or electronic media systems and procedures (including on-line mechanisms) for purposes of effecting Plan communications and Plan administration operations.  To the extent that any such telephone and/or electronic media systems and procedures are established by the Committee, references in the Plan suggesting that other systems or procedures would be used for purposes of effecting a given Plan communication or Plan administration operation shall be superseded and reference to the telephone or electronic media system or procedure which was effected, as communicated to Participating Employees, shall be deemed substituted therefor.

ARTICLE XVISECTION 415 LIMITATIONS

16.1. Application.

The provisions set forth in this Article XVI are intended solely to comply with the requirements of Section 415 of the Code, as amended, and shall be interpreted, applied, and if and to the extent necessary, deemed modified without further formal language so as to satisfy solely the minimum requirements of said Section.  For such purposes, the limitations of Section 415 of the Code and the Treasury regulations promulgated thereunder, as amended from time to time, are hereby incorporated by reference and made part hereof as though fully set forth herein, but shall be applied only to particular Plan benefits in accordance with the provisions of this Article XVI, to the extent such provisions are not consistent with Section 415 of the Code and such Treasury regulations.  If there is any discrepancy between the provisions in this Article XVI and the provisions of Section 415 of the Code and such Treasury regulations, such discrepancy shall be resolved in such a way as to give full effect to the provisions of Section 415 of the Code and such Treasury regulations.  This Article shall also include reference to the applicable provisions of any successor regulation promulgated under Section 415 of the Code.

16.2. Section 415 Definitions.

For purposes of this Article XVI, the following terms and phrases shall have these respective meanings:

(a) “Annual Additions” of a Member for any Limitation Year shall mean all amounts that are annual additions (as defined under Treasury Regulation § 1.415(c)-1(b)), including, without limitation, the Basic Contributions, Matching Contributions, Retirement Contributions and forfeitures, if any, allocated to such Member’s Separate Accounts for such year.

(b) “415 Compensation” of a Member for any Limitation Year shall mean the total of all amounts of compensation (within the meaning of Treasury Regulation § 1.415(c)-2(d)(4)), paid by the Employer to or for the benefit of a Member in such Limitation Year, including all compensation for services rendered or labor performed for the Employer which are required to be reported on the Member’s federal income tax withholding statement or statements (Form W-2 or its subsequent equivalent), plus amounts that would be so reported but for an election under Section(s) 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b) of the Code.  The 415 Compensation of a Member for any Limitation Year shall include payments of regular compensation for services during the Member’s regular working hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments that are paid to the Member following his Severance Date but which would have been paid to the Member prior to such date if he had continued in employment with the Employer, provided that such payments are paid by the later of two and one-half  months following the Member’s Severance Date or the end of the Limitation Year that includes the Severance Date.  The 415 Compensation of any Member taken into account for purposes of the Plan shall be limited to $255,000 for any Plan Year with such limitation to be adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code and prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.  415 Compensation shall also include “differential wage payments,” as defined in Section 3401(h) of the Code.

(c) “Limitation Year” shall mean the calendar year.

(d) “Maximum Annual Additions” of a Member for any Limitation Year shall mean the lesser of (a) $51,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code and Treasury Regulation § 1.415(d)-1(b)) or (b) 100% of such Member’s 415 Compensation during such Limitation Year, as determined in accordance with the requirements of Treasury Regulation § 1.415(c)-2.

16.3. Limitations.

Contrary Plan provisions notwithstanding, in no event shall the Annual Additions credited to a Member’s Separate Accounts for any Limitation Year exceed the Maximum Annual Additions for such Member for such year.

16.4. Multiple Plans.

For purposes of determining whether the Annual Additions under this Plan exceed the limitations herein provided, all defined contribution plans of the Employer are to be treated as one defined contribution plan.  In addition, all defined contribution plans of Controlled Entities shall be aggregated for this purpose.  For purposes of this Article XVI only, a “Controlled Entity” shall be determined in accordance with Treasury Regulation § 1.415(a)-1(f)(1).  If the Annual Additions credited to a Member’s Separate Accounts for any Limitation Year under this Plan plus the additions credited on his behalf under other defined contribution plans required to be aggregated pursuant to this Section would exceed the Maximum Annual Additions for such Member for such Limitation Year, the Annual Additions this Plan and under such other plans shall be reduced on a pro rata basis and allocated, reallocated, or returned in accordance with the provisions of applicable law.

16.5. Contribution Adjustments.

If the limitations set forth in this Article XVI with respect to Annual Additions credited to a Member’s Separate Accounts under this Plan would not otherwise be met for any Limitation Year, the Basic Contributions elections of affected Members may be reduced by the Employer on a temporary and prospective basis in such manner as the Employer shall determine; provided, however, that no such reduction shall be effected in a way that adversely affects the catch-up contribution rights of such Members.

ARTICLE XVIITOP-HEAVY PLAN RULES

17.1. Application.

For any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section 17.2), the provisions set forth in this Article XVII shall be applied in accordance with Section 416 of the Code.

17.2. Top-Heavy Definitions.

The following definitions shall be applicable to this Article XVII:

(a) The term “Compensation” shall mean 415 Compensation, as defined in Section 16.2(b).

(b) The term “Determination Date” shall mean for any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year and for the first Plan Year of the Plan, the last day of that Year.

(c) The term “Employer” shall mean the Company and each Controlled Entity.

(d) The term “Key Employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation greater than $165,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000.  For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code.  The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(e) The term “Permissive Aggregation Group” shall mean the Required Aggregation Group of plans plus any other plan or plans of the Employer which, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Section 401(a)(4) and 410 of the Code.

(f) The term “Present Value” shall mean for purposes of computing present value calculations in determining the Top-Heavy Ratio, present value calculations based on the actuarial assumptions as stated in the applicable plan.

(g) The term “Required Aggregation Group” shall mean (a) each tax qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the plan terminated), and (b) any other tax qualified plan of the Employer which enables a plan described in clause (a) to meet the requirements of Section 401(a)(4) or 410 of the Code.

(h) The term “Super Top-Heavy Group” with respect to a particular Plan Year shall mean a Required or Permissive Aggregation Group that, as of the Determination Date, would qualify as a Top-Heavy Group under the definition in Paragraph (j) of this Article XVII with “90 percent” substituted for “60 percent” each place where “60 percent” appears in such definition.

(i) The term “Super Top-Heavy Plan” with respect to a particular Plan Year shall mean a plan that, as of the Determination Date, would qualify as a Top-Heavy Plan under the definition in Paragraph (k) of this Article XVII with “90 percent” substituted for “60 percent” each place where “60 percent” appears in such definition.  A plan is also a “Super Top-Heavy Plan” if it is part of a Super Top-Heavy Group.

(j) The term “Top-Heavy Group” with respect to a particular Plan Year shall mean a Required or Permissive Aggregation Group if the sum, as of the Determination Date, of the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in such group and the aggregate of the account balances of Key Employees under all defined contribution plans included in such group exceeds 60 percent of a similar sum determined for all employees covered by the plans included in such group.

(k) The term “Top-Heavy Plan” for any Plan Year beginning after December 31, 1983, the Plan shall be a Top-Heavy Plan if any of the following conditions exist:

(i) If the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is not part of any Required Aggregation Group or Permissive Aggregation Group of plans.

(ii) If the Plan is a part of a Required Aggregation Group of plans but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds 60 percent.

(iii) If the Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60 percent.

(l) The term “Top-Heavy Ratio” shall mean:

(i) While the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer has not maintained any defined benefit plan which during the 5-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-Heavy Ratio for the Plan alone or for the Required or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the Determination Date(s) (including any part of any account balance distributed during a one-year period (or, in the case of a distribution made for a reason other than separation from service, death or disability, a five-year period) ending on the Determination Date(s)) and including distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code, and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the one-year period (or, in the case of a distribution made for a reason other than separation from service, death or disability, a five-year period) ending on the Determination Date(s)) and including distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code, both computed in accordance with Section 416 of the Code.  Both the numerator and denominator of the Top-Heavy Ratio are adjusted to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Section 416 of the Code.

(ii) While the Employer maintains one or more defined contribution plans (including any simplified employee pension plans) and the Employer maintains or has maintained one or more defined benefit plans which during the 5-year period ending on the Determination Date(s) has or has had any accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of account balances under the aggregated defined contribution plan or plans for all Key Employees, determined in accordance with Subparagraph (i) above, and the present value of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all participants, determined in accordance with Subparagraph (i) above, and the present value of accrued benefits under the defined benefit plan or plans for all participants as of the Determination Date(s), all determined in accordance with Section 416 of the Code.  The accrued benefits under a defined benefit plan in both the numerator and denominator of the Top-Heavy Ratio are adjusted for any distribution of an accrued benefit made in the five-year period ending on the Determination Date.

(iii) For purposes of subparagraphs (i) and (ii) above, the value of account balances and the present value of accrued benefits will be determined as of the most recent valuation date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Section 416 of the Code for the first and second plan years of a defined benefit plan.  Notwithstanding the foregoing, the account balances and accrued benefits of individuals who have not performed services for the Employer or any Controlled Entity at any time during the one-year period ending on the applicable Determination Date shall not be considered.  The calculation of the Top-Heavy Ratio, and the extent to which distributions, rollovers and transfers are taken into account will be made in accordance with Section 416 of the Code.  Deductible employee contributions shall not be taken into account for purposes of computing the Top-Heavy Ratio.  When aggregating plans the value of account balances and accrued benefits will be calculated with reference to the Determination Date that falls within the same calendar year.

(m) The term “Valuation Date” shall mean for purposes of computing the Top-Heavy Ratio, the Determination Date.

(n) The term “Non-Key Employee” shall mean any Employee who is not a Key Employee.

17.3. Top-Heavy Minimum Allocation Rules.

The following Top-Heavy Plan minimum allocation rules shall apply:

(a) Except as otherwise provided in Paragraphs (b) and (c) below, the Employer contributions and forfeitures allocated on behalf of any Member who is not a Key Employee shall be the lesser of three percent of the non-Key Employee’s compensation or in the case where the Employer has no defined benefit plan which designates the Plan to satisfy Section 401 of the Code, the largest percentage of the first $150,000 of the Key Employee’s compensation, allocated on behalf of any Key Employee for the Plan Year.  Basic Contributions cannot be used to satisfy the minimum Section 416 contributions for non-key employees.  Further, in making the determination of the percentage at which contributions are made for the Key Employee with the highest percentage, Basic Contributions on behalf of Key Employees are taken into account.  Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of this Section 17.3(a) and Section 416(c)(2) of the Code.  The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution shall be met in another plan, such other plan.  Matching Contributions that are used to satisfy the minimum contribution requirements of this Section 17.3(a) shall be treated as matching contributions for purposes of the actual contribution percentage test described in Section 4.3 and other requirements of Section 401(m) of the Code.

(b) The provisions in Paragraph (a) shall not apply to any Member who is not actively employed as an Eligible Employee by the Employer on the last day of the Plan Year for which the minimum allocation is to be made.

(c) The provisions in Paragraph (a) shall not apply to any Member to the extent the Member is covered under any other plan or plans of the Employer, and by the terms of such plan or plans it is provided that the minimum allocation or benefit requirements applicable to Top-Heavy Plans shall be met in such other plan or plans.  If such other plan is, or if one of such other plans is, a defined benefit plan maintained by the Employer, and such plan is a Top-Heavy Plan, the minimum benefit requirements applicable to Top-Heavy Plans shall be met under such defined benefit plan as provided therein, to the extent such benefit can be provided under such plan or plans.  If such other plan is, or if one of such other plans is, a defined contribution plan maintained by the Employer, and such plan is a Top-Heavy Plan, the minimum allocation requirements shall be met under such plan, except as may be otherwise provided in such other plan.  The application and administration of the minimum allocation or benefit requirements for Top-Heavy Plans shall be satisfied in a manner so as to only satisfy the minimum allocation/benefit requirements as permissible and so as to avoid any duplication of minimum allocation/benefits for non-Key Employees, as provided under Section 416 of the Code.  Further, the top heavy requirements of Section 416 of the Code and this Article XVII of the Plan shall not apply in any Plan Year in which the Plan consists solely of a cash or deferred arrangement which meets the requirement of Section 401(k)(12) or 401(k)(13) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) or 401(m)(12) of the Code are met.  The Plan will only be deemed to consist solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) or 401(k)(13) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) or 401(m)(12) of the Code are met for a Plan Year if the only contributions which are made to the Plan satisfy the requirements of such sections, as applicable, and the Plan does not by operation as a result of allocation of forfeitures, imposition of contribution allocation service requirements or other operational features ceases to be a plan consisting solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) or 401(k)(13) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) or 401(m)(12) of the Code are met for a Plan Year.

17.4. Top-Heavy Compensation Limitation.

The annual compensation of any Member to be taken into account under the Plan during any Plan Year in which the Plan is determined to be a Top-Heavy Plan shall not exceed $150,000 (or such adjusted amount determined by the Secretary of the Treasury pursuant to Section 416(d)(2) of the Code).

17.5. Top-Heavy Vesting Provisions.

In the event that the Plan is determined to be a Top-Heavy Plan with respect to any Plan Year, a Member who is eligible to receive the vested interest in his Retirement Account in accordance with the provisions of Section 7.2 shall be vested in a portion of his Retirement Account which shall be no less than it would be under following vesting schedule:

Years of Service	Vested Percentage
Less than two years	0%
Two but less than three years	20%
Three years	100%

17.6. Top-Heavy Plan/Benefit Limitations.

In any Plan Year in which the Plan is a Top-Heavy Plan, the denominators of the defined benefit fraction and the defined contribution fraction (as such terms are used in applying the benefit limitation provisions of Section 415 of the Code) shall be computed using 100 percent of the dollar limitation instead of 125 percent.

[Signature Page to Follow]

Executed this _______ day of March, 2013, effective for all purposes as provided above.

ONESUBSEA LLC

By:

Name:

Title:

ADDENDA

TABLE OF CONTENTS

Addendum	Page
OneSubsea Joint Venture	AD-3
Cooper Cameron Valves Division Plant in Little Rock, AR	AD-5
Cooper Energy Services Division Plant at Ponca City, OK (Nickles)	AD-7
Certain Members Eligible for Additional Contributions	AD-8
Withdrawals of and Special Rights Pertaining to Prior Plan Amounts	AD-9

GEOGRAPHICAL INDEX TO ADDENDA

	Addendum	Page
Houston, TX		AD-3
	OneSubsea Joint Venture
Little Rock, AR		AD-5
	Cooper Cameron Valves Division Plant in Little Rock, AR
Ponca City, OK		AD-7
	Cooper Energy Services Division Plant in Ponca City, OK (Nickles)

ONESUBSEA LLCRETIREMENT SAVINGS PLAN ADDENDUM

FOR EMPLOYEESTRANSFERRING EMPLOYMENT TO THE COMPANYPURSUANT TO THEEMPLOYEE MATTERS AGREEMENTDATED ________________, _____BY AND AMONGCAMERON INTERNATIONAL CORPORATION,SCHLUMBERGER LIMITED AND CERTAIN OF THEIR AFFILIATES

Pursuant to Section 15.8 of the OneSubsea LLC Retirement Savings Plan (the “Plan”), this Addendum relates to the Eligible Employees transferring employment to the Company (the “Transferred Employees”) pursuant to the Employee Matters Agreement (the “Agreement”) respecting the Master Formation Agreement, dated November 14, 2012, by and among Cameron International Corporation, Schlumberger Limited and certain of their Affiliates.

B. ELIGIBILITY TO PARTICIPATE:

Transferred Employees who are Part Time Employees or Temporary Employees shall be credited with Participation Service for purposes of eligibility to participate in the Plan considering Service with Cameron International Corporation, Schlumberger Limited and their respective Affiliates prior to the Effective Date.  Transferred Employees who are Part Time Employees or Temporary Employees and who were members of the Cameron Plan immediately prior to transfer of employment to the Company shall become a Member and participate in the Plan upon employment by the Company as an Eligible Employee.

C. VESTING SERVICE:

Transferred Employees who were not members of the Cameron Plan immediately prior to transfer of employment to the Company shall be credited with Vesting Service for purposes of vesting under the Plan considering Service with Cameron International Corporation, Schlumberger Limited and their respective Affiliates prior to the Effective Date.  Transferred Employees who were members of the Cameron Plan immediately prior to transfer of employment to the Company shall be credited with Vesting Service in an amount equal to their vesting service credited under the Cameron Plan as of such date.

D. SPECIAL ACCOUNTS FOR PRIOR PLAN BENEFITS:

As required, “Profit Sharing Accounts” shall be established under the Plan to receive amounts transferred from corresponding accounts under the Cameron Plan pursuant to the Agreement as well as amounts allocable to such Profit Sharing Accounts pursuant to an Addendum.

Profit Sharing Accounts shall:

(i) be treated as Separate Accounts for all purposes under the Plan (except as otherwise specifically provided in an Addendum);

(ii) be subject to the vesting and forfeiture provisions under Article VII of the Plan in the same manner as Retirement Accounts;

(iii) not be subject to withdrawals prior to age 59½; and

(iv) not be used as a basis for a loan.

ONESUBSEA LLC RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF COOPER CAMERON VALVES DIVISION PLAN AT LITTLE ROCK, ARKANSAS

Pursuant to Section 15.8 of the OneSubsea LLC Retirement Savings Plan (“Plan”), this Addendum relates to the Cooper Cameron Valves Plant of Cameron International Corporation in Little Rock, Arkansas (formerly Orbit Valve).

A.SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

Separate sub-accounts shall be maintained with respect to benefits of a Member (an “Orbit Member”) that were transferred to the Cameron Plan from the Orbit Valve Company Profit Sharing Plan (the “Orbit Profit Sharing Plan”) and the Orbit Valve Company Employee Savings Plan (the “Orbit Savings Plan”).  Amounts in such separate sub-accounts that are attributable to a Member’s Matching and Profit Sharing Contribution Accounts under the Orbit Savings Plan and a Member’s Account under the Orbit Profit Sharing Plan shall respectively vest in accordance with the vesting schedule contained in the plans from which such amounts were transferred, which is set forth below:

YEARS OF SERVICE	NONFORFEITABLE PERCENTAGE
0-4	0%
5 or more	100%

In addition to the withdrawal rights contained in Section 8.2 of the Plan, Orbit Members who participated in the Orbit Profit Sharing Plan may withdraw all or any part of the vested amount of their Employer Profit Sharing contributions credited to their Matching Account after attaining age 59½.  Furthermore, an Orbit Member who participated in the Orbit Profit Sharing Plan with less than five years of Vesting Service may not withdraw amounts which would reduce the Matching Account balance below the aggregate Employer Profit Sharing contribution amounts allocated to such Member’s Participation Account during the two Plan Years preceding the Plan merger date.

In addition to the withdrawal rights contained in Section 8.2 of the Plan, an Orbit Member who participated in the Orbit Savings Plan may withdraw all or any part of his sub-accounts attributable to his Elective Contribution Account under such plan after attaining age 59½; provided, however, that such a Member may only exercise such withdrawal rights once during every six-month period of a calendar year.

Additional rights and restrictions that apply with respect to such separate sub-accounts are described in the instruments entitled “Merged Orbit Valve Company Employee Savings Plan With and Into Cooper Cameron Retirement Savings Plan” and “Merger of Orbit Valve Company Profit Sharing Plan With and Into Cameron International Corporation Retirement Savings Plan.”

ONESUBSEA LLC RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF COOPER ENERGY SERVICES DIVISION PLANT AT PONCA CITY, OKLAHOMA (NICKLES)

Pursuant to Section 15.8 of the OneSubsea LLC Retirement Savings Plan (“Plan”), this Addendum relates to the Ponca City, Oklahoma plant at the Cooper Energy Services Division (formerly Nickles) of Cameron International Corporation.

A.SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

A separate sub-account shall be maintained under each Plan Account, with respect to the benefits of a Member that was transferred to the Cameron Plan from the Nickles Machine Corporation Defined Contribution Matching Plan and Trust (the “Nickles Plan”).

In addition to the in service withdrawal rights contained in Section 8.2 of the Plan, such a Member shall be permitted to withdraw all or any part of the separate sub-account portion of his Supplemental Account under the Plan at any time.  Further, after he attains age 59½, such a Member shall be permitted to withdraw any amount credited to such separate sub-accounts.  Additional forms for distribution of benefits to such Members and their beneficiaries, which were initially preserved in connection with the transfer of account balances from the Nickles Plan to the Cameron Plan, were eliminated in accordance with Treasury Regulation § 1.411(d)-4 Q & A2(e).

ONESUBSEA LLC RETIREMENT SAVINGS PLAN

ADDENDUM

FOR CERTAIN MEMBERS ELIGIBLE FOR ADDITIONAL CONTRIBUTIONS

Pursuant to Section 15.8 of the OneSubsea LLC Retirement Savings Plan (“Plan”), this Addendum relates to certain Members (the “Eligible Members”) who shall be eligible to receive additional contributions determined as follows:

In addition to the contributions otherwise made pursuant to Article III, the Additional Contributions Account (as defined below) of each Member who was employed by Cooper Industries, Inc. on September 30, 1989, at a facility and in an employment classification set forth on the Cooper Industries, Inc. Additional Retiree Medical Credit Eligibility List, shall be credited with the applicable monthly amount set forth below with respect to such Member; provided, however, that such amount shall be prorated and credited to such Member’s Additional Contributions Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Cooper Industries, Inc. Additional Retiree Medical Credit Eligibility List.

Member	Monthly Additional Credit Amount
Eric Lewis	$19.00
Lynn Duplantis	$15.00

Such additional contributions shall be referred to herein as the “Additional Contributions.”  The Additional Contributions of an Employer for any month shall be considered allocated to the Eligible Members’ Additional Contributions Accounts for whom such contributions are made no later than the last day of the Plan Year for which they are made, as determined pursuant to this Addendum.  The Additional Contributions shall be credited to an eligible Member’s Additional Contributions Account on the date such Additional Contributions are received by the Trust and shall be invested in the Fund or Funds selected by the Eligible Member in accordance with the provisions of Section 5.2.  An Eligible Member shall be 100 percent vested in the balance of his Additional Contributions Account.  In the case of an Eligible Member, references in the Plan to a Member’s or Inactive Member’s “Separate Accounts” shall be deemed to include such Member’s Additional Contributions Account.  Additional Contributions shall be considered “Annual Additions” under and subject to the limitations of Article XVI.  Additional Contributions shall be distributed under the provisions of Articles X and XI in the same manner as an Eligible Member’s Retirement Account.

Notwithstanding anything to the contrary provided in this Addendum, if any Eligible Member is entitled to receive additional Retirement Contributions in an equal monthly amount pursuant to any other Addendum to the Plan, such Eligible Member shall not be eligible to receive Additional Contributions pursuant to this Addendum.

ONESUBSEA LLC RETIREMENT SAVINGS PLAN

ADDENDUM

WITHDRAWALS OF AND SPECIAL RIGHTS PERTAINING TO PRIOR PLAN AMOUNTS

Pursuant to Sections 8.4 and 15.8 of the OneSubsea LLC Retirement Savings Plan (“Plan”), this Addendum sets forth additional withdrawal rights available to certain Members or Inactive Members whose Separate Accounts include amounts that were transferred to the Plan in a plan merger or plan-to-plan transfer.  For purposes of this Addendum, the term “Grandfathered Subaccounts” shall mean the subaccounts under the respective Plan accounts that were created at the time of the applicable plan merger or plan-to-plan transfer for the transferred amounts and earnings thereon in order to preserve optional forms of benefit and rights described in this Addendum.

Petreco International, Inc. 401(k) Profit Sharing Plan

A.Withdrawals.  A Member or Inactive Member who was a participant in the Petreco International, Inc. 401(k) Profit Sharing Plan (the “Petreco Plan”), who had amounts transferred to the Cameron Plan in connection with the merger of the Petreco Plan with and into the Cameron Plan, and who is receiving Compensation from a Controlled Entity may withdraw any or all of his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer Account under the Plan at any time.

B.Vesting.  Notwithstanding anything to the contrary in the Plan, each Petreco Participant who was employed by Petreco International, Inc. or a member of its controlled group on January 1, 2002 shall have a 100% fully vested and nonforfeitable interest in his Profit Sharing Account under the Plan.

Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees

A.Withdrawals.  A Member or Inactive Member a who was a participant in the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees (the “Brookshire Plan”), who had amounts transferred to the Cameron Plan in connection with the merger of the Brookshire Plan with and into the Cameron Plan, and who is receiving Compensation from a Controlled Entity may withdraw all (but not less than all) of the balances of his Grandfathered Subaccount(s) (to the extent vested) under his Matching and/or Supplemental Accounts under the Plan at any time.  A Member or Inactive Member who makes such a withdrawal shall be suspended from making contributions to the Plan for a period of at least six months after the date of such withdrawal and shall not be permitted to make another withdrawal pursuant to Article VIII of the Plan until he has resumed making Basic Contributions for at least 12 months.

AOP Industries, Inc. 401(k) Plan

A.Withdrawals.  A Member or Inactive Member who was a participant in the AOP Industries, Inc. 401(k) Plan (the “AOP Plan”), who had amounts transferred to the Cameron Plan in connection with the merger of the AOP Plan with and into the Cameron Plan, and who is receiving Compensation from a Controlled Entity may withdraw all or any part of his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer Account under the Plan at any time.

B.Vesting.  A Member or Inactive Member a who was a participant in the AOP Plan and who had amounts transferred to the Cameron Plan in connection with the merger of the AOP Plan with and into the Cameron Plan shall be vested in his Profit Sharing Account under the Plan in accordance with the vesting schedule set forth in Section 6.4(b) of the AOP Plan provided that such AOP Participant had three or more Years of Vesting Service under the AOP Plan as of the April 8, 2005.  In the case of an AOP Participant who did not have three or more Years of Vesting Service under the AOP Plan as of the April 8, 2005, notwithstanding anything in Section 7.2 of the Plan to the contrary, as of April 8, 2005, such participant shall have a Vested Interest in his Profit Sharing Account under the Plan equal to the Vested portion of such participant’s Discretionary Contributions Subaccount under the AOP Plan immediately prior to April 8, 2005 and thereafter his Vested Interest shall increase (but never decrease, except in the case of a loss of Vesting Service pursuant to Section 7.7 of the Plan) in accordance with Section 7.2 of the Plan based on additional years of Vesting Service (if any) earned by such participant after April 8, 2005.

Dresser, Inc. Retirement and Savings Plan

A.Withdrawals.  A Member or Inactive Member who was a participant in the Dresser, Inc. Retirement and Savings Plan (the “Dresser Plan”), who had amounts transferred to the Cameron Plan in connection with a direct plan-to-plan of certain accounts under the Dresser Plan into the Cameron Plan, and who is receiving compensation from a Controlled Entity may withdraw all or any part of the Grandfathered Subaccount portion of his Rollover/Transfer Account, to the extent then vested, at any time.

B.Vesting.  A Member or Inactive Member a who was a participant in the Dresser Plan, who had amounts transferred to the Cameron Plan in connection with the direct plan-to-plan transfer of certain accounts under the Dresser Plan into the Cameron Plan (a “Dresser Transferee”), and who had any amount credited to his Profit Sharing Account under the Dresser Plan as of January 1, 2006 shall be vested in his Profit Sharing Account under the Plan in accordance with the vesting schedule set forth in Sections 8.3(b) and 8.3(c) of the Dresser Plan as of January 1, 2006.   The Vested Interest of each Dresser Transferee in all other amounts transferred from the Dresser Plan to the Cameron Plan in connection with such plan-to-plan transfer shall be 100%.

NuFlo Technologies, Inc. 401(k) Plan

A.Withdrawals.  A Member or Inactive Member a who was a participant in the NuFlo Technologies, Inc. 401(k) (the “NuFlo Plan”), who had amounts transferred to the Cameron Plan in connection with the merger of the NuFlo Plan with and into the Cameron Plan, and who is receiving Compensation from a Controlled Entity may withdraw all or any part of his Grandfathered Subaccount (to the extent vested) under his Rollover/Transfer Account under the Plan at any time.

B.Vesting.  A Member or Inactive Member a who was a participant in the NuFlo Plan and who had amounts transferred to the Cameron Plan in connection with the merger of the NuFlo Plan with and into the Cameron Plan shall be vested in his Nonelective Account under the Plan in accordance with the vesting schedule set forth in Section 1.15(b) of the NuFlo Plan Adoption Agreement provided that such participant had three or more Years of Vesting Service under the NuFlo Plan as of January 1, 2006.  In the case of a NuFlo Participant who did not have three or more Years of Vesting Service under the NuFlo Plan as of January 1, 2006, then, as of January 1, 2006, such participant shall have a Vested Interest in his Nonelective Account under the Plan equal to the Vested portion of such participant’s Nonelective Employer Contributions subaccount under the NuFlo Plan immediately prior to January 1, 2006, and thereafter his Vested Interest shall increase (but never decrease, except in the case of a loss of Vesting Service pursuant to Section 7.7 of the Plan) in accordance with the vesting schedule in Section 7.2 of the Plan based on additional years of Vesting Service (if any) earned by such participant after January 1, 2006.

EX-10.29

EXHIBIT 10.29

SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT

THIS SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT (this “Amendment”) is entered into as of June 28, 2013, between CAMERON INTERNATIONAL CORPORATION, a Delaware corporation (“Cameron”) and CITIBANK, N.A., as letter of credit issuer (the “Letter of Credit Issuer”).

Preliminary Statements

WHEREAS, Cameron, certain subsidiaries of Cameron party thereto, as Subsidiary Applicants, and the Letter of Credit Issuer are parties to that certain Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012, as amended by First Amendment to Amended and Restated Continuing Agreement for Letters of Credit dated as of July 2, 2012 (as same may be further amended, restated, increased and extended, the “L/C Agreement”; capitalized terms used herein that are not defined herein and are defined in the L/C Agreement are used herein as defined in the L/C Agreement); and

WHEREAS, Cameron has requested that the Letter of Credit Issuer modify the L/C Agreement and change certain terms thereof, and the Letter of Credit Issuer has agreed to do so subject to the terms and conditions of this Amendment; and

WHEREAS, pursuant to the Master Formation Agreement, dated as of November 14, 2012, by and among Cameron, Schlumberger Limited, Schlumberger Technology Corporation and Schlumberger B.V. (the “Master Formation Agreement”), the parties have agreed to, among other things, consummate certain transactions and perform certain undertakings as described in the Master Formation Agreement (such transactions and undertakings, collectively, the “JV Transactions”);

WHEREAS, in connection with the foregoing, Cameron and the Letter of Credit Issuer wish to execute this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Cameron and the Letter of Credit Issuer hereby agree as follows:

Section 1.Amendments to L/C Agreement. The L/C Agreement and related exhibits and schedules are hereby amended and restated in their entirety as set forth in Annex A attached hereto and made a part hereof.

Section 2.Consent. The Letter of Credit Issuer hereby consents to the consummation and performance of the JV Transactions as set forth in the Master Formation Agreement (as in effect on the Amendment Closing Date (as defined below)) to the extent consummated or undertaken prior to or on the initial closing of the JV Transactions.

1

Section 3.Representations True; No Default. Cameron represents and warrants that:

(a)this Amendment has been duly authorized, executed and delivered on its behalf, and the L/C Agreement, as amended by this Amendment, and the other Credit Documents to which it is a party, constitute the legal, valid and binding obligations of Cameron, enforceable against Cameron in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity;

(b)the representations and warranties of Cameron contained in Section 4.01  of the L/C Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof (other than those representations and warranties that (i) are subject to a materiality qualifier, which shall be true and correct in all respects, or (ii) expressly relate to a specific earlier date which shall be true and correct in all material respects as of such earlier date) as though made on and as of the date hereof; and

(c)after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Section 4.Effectiveness. This Amendment shall become effective as of 12:01 a.m. Eastern Standard Time on the date (the “Amendment Closing Date”) upon the satisfaction of the following conditions precedent:

(a)the Letter of Credit Issuer shall have notified Cameron that the Letter of Credit Issuer (or its counsel) has received multiple original counterparts from each party hereto, as requested by the Letter of Credit Issuer, of this Amendment duly and validly executed and delivered by duly authorized officers of each such party;

(b)the Letter of Credit Issuer shall have received summary financial statements reasonably acceptable to the Letter of Credit Issuer including a pro forma balance sheet as of March 31, 2013 and a pro forma income statement for the period ending on such date, giving pro forma effect to the JV Transactions;

(c)the Letter of Credit Issuer shall have received a Compliance Certificate demonstrating pro forma compliance with Section 5.22 of the L/C Agreement as of March 31, 2013 giving pro forma effect to the JV Transactions;

(d)the Letter of Credit Issuer (or its counsel) shall have received such additional documentation including but not limited to officer’s certificates, resolutions, good standing certificates and incumbency certificates each in form and substance reasonably acceptable to the Letter of Credit Issuer and, where applicable, duly executed and delivered by a duly authorized officer of each Credit Party; and

(e)the representations and warranties of Cameron contained in Section 4.01  of the L/C Agreement and the other Credit Documents shall be true and correct in all material respects on and as of the date hereof (other than those representations and warranties that (i) are subject to a materiality qualifier, which shall be true and correct in all respects, or (ii) expressly relate to a specific earlier date which shall be true and correct in all material respects as of such earlier date) as though made on and as of the date hereof.

2

Section 5.Miscellaneous Provisions.

(a)From and after the execution and delivery of this Amendment, the L/C Agreement shall be deemed to be amended and modified as herein provided, and except as so amended and modified the L/C Agreement shall continue in full force and effect.

(b)The L/C Agreement and this Amendment shall be read and construed as one and the same instrument.

(c)Any reference in any of the Credit Documents to the L/C Agreement shall be a reference to the L/C Agreement as amended by this Amendment.

(d)This Amendment is a Credit Document for purposes of the provisions of the other Credit Documents. Without limiting the foregoing, any breach of the representations, warranties, and covenants under this Amendment may be a Default or an Event of Default under the Credit Documents.

(e)This Amendment shall be construed in accordance with and governed by the laws of the State of New York without regard to its conflicts of law rules (other than Section 5-1401 of the New York General Obligations Law).

(f)This Amendment may be signed in any number of counterparts and by different parties in separate counterparts and may be in original or facsimile form, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(g)The headings herein shall be accorded no significance in interpreting this Amendment.

Section 6.Binding Effect. This Amendment shall be binding upon and inure to the

benefit of the Applicants and the Letter of Credit Issuer and their respective successors and assigns, except that the Applicants shall not have the right to assign their rights hereunder or any interest herein.

[Signature Pages Follow.]

3

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized officers as of the date first set forth above, to be effective as of the Amendment Closing Date.

CAMERON INTERNATIONAL CORPORATION
By:
Name:
Title:

CITIBANK, N.A.

By:

Name:

Title:

Signature Page to Second Amendment and Consent to Amended and Restated Continuing Agreement for Letters of Credit

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized officers as of the date first set forth above, to be effective as of the Amendment Closing Date.

CAMERON INTERNATIONAL CORPORATION

By:

Name:

Title:

CITIBANK, N.A.

By:

Name:

Title:

Annex A

U.S. $170,000,000

AMENDED AND RESTATED CONTINUING AGREEMENTFOR LETTERS OF CREDITDATED AS OFFEBRUARY 2, 2012 AMONG

CAMERON INTERNATIONAL CORPORATION AND CERTAIN SCHEDULED SUBSIDIARIES

AS APPLICANTS

AND

CITIBANK, N.A.

AS LETTER OF CREDIT ISSUER

AS AMENDED AND RESTATED

AS OF JUNE 28, 2013PURSUANT TO SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01.	Certain Defined Terms	1
Section 1.02.	Computation of Time Periods	17
Section 1.03.	Accounting Terms	18
Section 1.04.	Miscellaneous	18
ARTICLE II
AMOUNT AND TERMS OF THE LETTERS OF CREDIT
Section 2.01.	Letters of Credit	18
Section 2.02.	Fees	21
Section 2.03.	Administration; Reimbursement; Demand Loans	22
Section 2.04.	Default Interest	23
Section 2.05.	Yield Protection	23
Section 2.06.	Capital Adequacy	24
Section 2.07.	Illegality	24
Section 2.08.	Payments and Computations	25
Section 2.09.	Taxes	25
Section 2.10.	Reduction or Termination of the Commitment; Effect of Termination	26
Section 2.11.	Transfers; Assignments of Proceeds	26
Section 2.12.	Modifications of a Letter Credit	27
Section 2.13.	Collateral	27
ARTICLE III
CONDITIONS
Section 3.01.	Initial Conditions Precedent	30
Section 3.02.	Additional Conditions Precedent to Each Letter of Credit	32
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01.	Representations and Warranties	33
ARTICLE V
COVENANTS
Section 5.01.	Reporting	37
Section 5.02.	Use of Proceeds	40
Section 5.03.	Notice of Default	40
Section 5.04.	Conduct of Business	40
Section 5.05.	Taxes	40
Section 5.06.	Insurance	40
Section 5.07.	Compliance with Laws	41
Section 5.08.	Maintenance of Properties	41
Section 5.09.	Inspection	41
Section 5.10.	JPMorgan Credit Agreement	41
Section 5.11.	Further Assurances	41
Section 5.12.	[Reserved]	42

i

TABLE OF CONTENTS

		Page
Section 5.13.	Indebtedness	42
Section 5.14.	Merger	42
Section 5.15.	Sale of Assets	43
Section 5.16.	[Reserved]	43
Section 5.17.	Liens	43
Section 5.18.	Affiliates	44
Section 5.19.	Environmental Matters	44
Section 5.20.	Restrictions on Restricted Subsidiary Payments	44
Section 5.21.	ERISA Compliance	45
Section 5.22.	Total Debt to Total Capitalization Ratio	45
Section 5.23.	Removal of Collateral	45
ARTICLE VI
COLLATERAL ACCOUNTS
Section 6.01.	Generally	45
Section 6.02.	Control over Accounts	45
Section 6.03.	Changes to Collateral Accounts	45
Section 6.04.	Fees and Expenses Related to Collateral Accounts	46
ARTICLE VII
EVENTS OF DEFAULT
Section 7.01.	Events of Default	46
Section 7.02.	Remedies	49
Section 7.03.	Application of Amounts Received Following the Occurrence of an Event of Default	49
ARTICLE VIII
MISCELLANEOUS
Section 8.01.	Amendments, Etc	50
Section 8.02.	Notices, Etc	51
Section 8.03.	No Waiver; Remedies	54
Section 8.04.	Costs, Expenses; Indemnity; Limitation of Liability	54
Section 8.05.	Right of Set-Off	56
Section 8.06.	Assignments	56
Section 8.07.	Governing Law; Entire Agreement	57
Section 8.08.	Interest	57
Section 8.09.	Confidentiality	57
Section 8.10.	Execution in Counterparts	58
Section 8.11.	Domicile of Loans	58
Section 8.12.	Binding Effect	58
Section 8.13.	WAIVER OF JURY TRIAL	59
Section 8.14.	Severability	59
Section 8.15.	FORUM SELECTION AND CONSENT TO JURISDICTION	59
Section 8.16.	DAMAGES	60
Section 8.17.	Appointment of Process Agent	60
Section 8.18.	Patriot Act Notice	60

ii

TABLE OF CONTENTS

		Page
Section 8.19.	Survival of Agreements, Representations and Warranties, Etc	61
Section 8.20.	Judgment Currency	61
Section 8.21.	Currency Conversion	61
Section 8.22.	Exchange Rates	62
Section 8.23.	Additional Subsidiary Applicants	62
Section 8.24.	Amendment and Restatement	64
SCHEDULES:
Schedule 1.01(a)	Existing Letters of Credit
Schedule 1.01(b)	Exiting Letters of Credit
Schedule 1.01(c)	Pricing Schedule
Schedule 4.01(h)(i)	Subsidiaries
Schedule 4.01(h)(ii)	Subsidiary Applicants
Schedule 4.01(v)	Collateral Accounts
Schedule 5.17	Liens
EXHIBITS:
Exhibit A	Form of Collateral Provider Guaranty
Exhibit B	Form of Compliance Certificate
Exhibit C	Form of Joinder Agreement
Exhibit D	Form of Request to Withdraw Collateral
Exhibit E	Form of Security Agreement
Exhibit F	Form of Subsidiary Guaranty
Exhibit G	Form of Notice of Letter of Credit
Exhibit H	Form of Collateral Certificate

iii

AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT

THIS AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT is entered into as of February 2, 2012, as amended and restated as of June 28, 2013, among CAMERON INTERNATIONAL CORPORATION, a Delaware corporation (“Cameron”), certain subsidiaries of Cameron, as Subsidiary Applicants, and CITIBANK, N.A., as letter of credit issuer.

WITNESSETH:

WHEREAS, Cameron is party to that certain Continuing Agreement for Letters of Credit dated as of October 15, 2010 (the “Existing Agreement”) among Cameron, certain subsidiaries of Cameron that are parties thereto, and Citibank, N.A., as letter of credit issuer;

WHEREAS, Cameron and the Letter of Credit Issuer desire to amend and restate (but not extinguish) the Existing Agreement to create an option to secure letters of credit under the revolving letter of credit facility established under the Existing Agreement in the aggregate principal amount of U.S. $250,000,000 (as such amount may decrease in accordance with the terms hereof), pursuant to which one or more standby letters of credit may be issued for the account of Cameron and its Subsidiary Applicants; and

WHEREAS, the Letter of Credit Issuer is willing to enter into such amendment and restatement of the Existing Agreement and to issue such letters of credit and to make such revolving letter of credit facility available to Cameron and the Subsidiary Applicants on the terms and subject to the conditions and requirements hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto (a) agree that the Existing Agreement is amended and restated (but not substituted or extinguished) in its entirety by this Agreement and (b) further agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined):

“Acceptable Security Interest” in any property means a Lien on such property which (a) exists in favor of the Letter of Credit Issuer, (b) is superior to all Liens or rights of any other Person in the property encumbered thereby, other than Liens permitted under Section 5.17(a)-(c), (c) secures the Obligations, and (d) is perfected and enforceable.

“Account Control Agreement” means, with respect to each Collateral Account, an agreement, in form and substance reasonably satisfactory to the Letter of Credit Issuer, among the Letter of Credit Issuer, the applicable Account Institution at which such Collateral Account is maintained, and the Collateral Provider which is the customer of such Account Institution, providing for control over such account to vest in the Letter of Credit Issuer.

“Account Institution” means each of (a) the Letter of Credit Issuer (or an Affiliate thereof) and (b) each such other depository bank, securities intermediary, or other institution designated by Cameron and approved by the Letter of Credit Issuer in accordance with Section 6.03, which maintains and administers a Collateral Account.

“Additional Collateral Event” has the meaning specified in Section 2.13(f).

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “controls” (including the terms “controlled by” or “under common control with”) includes the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Equity Interests, by contract or otherwise.

“Agreement” means this Amended and Restated Continuing Agreement for Letters of Credit, as amended, supplemented or modified from time to time.

“Agreement Currency” has the meaning specified in Section 8.20.

“Alternative Base Rate” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a)the fluctuating commercial loan rate announced by the Letter of Credit Issuer from time to time at its New York, NY office (or other corresponding office, in the case of any successor Letter of Credit Issuer) as its prime rate or base rate for U.S. Dollar loans in the United States of America in effect on such day (which base rate may not be the lowest rate charged by the Letter of Credit Issuer on loans to any of its customers); and

(b)the sum of (i) the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the next business day, provided that (A) if such day is not a business day, the rate on such transactions on the immediately preceding business day as so published on the next business day shall apply, and (B) if no such rate is published on such next business day, the rate for such day shall be the average of the offered rates quoted to the Letter of Credit Issuer on such day for such transactions by three (3) federal funds brokers of recognized standing as selected by the Letter of Credit Issuer, plus (i) a percentage per annum equal to one-half of one percent (1/2%).

Any change in the Alternative Base Rate due to a change in the prime rate or federal funds rate specified in clauses (a) or (b) above, shall be effective on the effective date of such change in the prime rate, federal funds rate, as applicable.

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“Applicant” means Cameron and each Subsidiary Applicant, as applicable, provided that if a Subsidiary Applicant is an Applicant, Cameron shall be a co-Applicant, and in that case, “Applicant” means such Subsidiary Applicant together with Cameron.

“Approved Currency” means Dollars, Euros, and Sterling, and any other currency mutually agreed between Cameron and the Letter of Credit Issuer.

“Bank Guaranty” means a guaranty executed by the Letter of Credit Issuer with respect to obligations of an Applicant and provided pursuant to this Agreement.

“Bankruptcy Code” means Title 11 of the United States Code, as now or hereafter in effect, or any successor thereto.

“Bolero System” means Bolero’s business processes and methods, together with the digital information system, which are provided for communicating messages, the documents and facilitating business transactions, as well as, the rules governing their use.

“Business Day” means any day of the year except (a) Saturday and Sunday, (b) any day on which the Letter of Credit Issuer is required or authorized to close in New York City, New York or Houston, Texas, or (c) if the applicable Business Day relates to the issuance or Modification of, or a draw under, or a payment in respect of obligations related to (i) a Letter of Credit denominated in Sterling, any day on which the Letter of Credit Issuer is required or authorized to close in London, England, or (ii) a Letter of Credit denominated in Euros, any day that is not a TARGET Day or (iii) a Letter of Credit denominated in any other Approved Currency besides Dollars, Euros or Sterling, any day on which the Letter of Credit Issuer is authorized or required by law to remain closed in the relevant jurisdiction and any other day that the Letter of Credit Issuer determines in its reasonable discretion shall be unavailable for purposes of transactions in or the settlement of payments in such other Approved Currency.

“Calculation Date” means (a) with respect to any Letter of Credit, each of the following: (i)each date of issuance of any Letter of Credit denominated in any currency other than Dollars, (ii)each date of a Modification of any Letter of Credit denominated in any currency other than Dollars, and (iii) each Letter of Credit Payment Date of any Letter of Credit denominated in any currency other than Dollars, (b) the last Business Day of each calendar quarter, and (c) such additional dates as the Letter of Credit Issuer shall reasonably require.

“Cameron Lux V” means Cameron Lux V SARL, a limited liability company duly organized and existing under the laws of the Grand Duchy of Luxembourg.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and all rules and regulations and requirements thereunder in each case as now or hereafter in effect.

“Change in Control” means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d 3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 50% or more of the outstanding shares of voting stock of Cameron.

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“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by the Letter of Credit Issuer (or, for purposes of Section 2.06, by the Letter of Credit Issuer’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“CitiDirect Documents” means those documents, certificates and instruments reasonably required by the Letter of Credit Issuer to be executed by each Applicant for the implementation of the CitiDirect Electronic Platform.

“CitiDirect Electronic Platform” means Citibank, N.A.’s standard internet-based electronic banking platform for communicating transactional information and instructions between the Letter of Credit Issuer and the Applicants.

“Code” means the Internal Revenue Code of 1986 as amended from time to time, or any successor Federal tax code, and any reference to any statutory provision of the Code shall be deemed to be a reference to any successor provision or provisions.

“Collateral” means Permitted Collateral held in a Collateral Account and subject to an Acceptable Security Interest.

“Collateral Account” means each blocked deposit account or blocked securities account listed on Schedule 4.01(v) on the Effective Date, or established or designated in accordance with Section 6.03 after the Effective Date, established and maintained at the office of an Account Institution as collateral security for the Letter of Credit Liabilities and subject to an Acceptable Security Interest and an Account Control Agreement. With respect to any such deposit account or securities account, the term “Collateral Account” shall be deemed to include all subaccounts and investment or fund vehicles relating to such account and any successor accounts, to the extent subject to an Acceptable Security Interest and an Account Control Agreement.

“Collateral Certificate” has the meaning specified in Section 5.01(c).

“Collateral Provider” means each of Cameron and, if it has pledged Collateral, Cameron Lux V; provided that each Collateral Provider other than Cameron must guarantee the Obligations pursuant to a Collateral Provider Guaranty.

“Collateral Provider Guarantor” means each Collateral Provider that has executed a Collateral Provider Guaranty.

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“Collateral Provider Guaranty” means each guaranty of the Obligations executed by a Collateral Provider in substantially the form of Exhibit A, together with any supplements or joinders thereto; provided that such Collateral Provider Guaranty shall provide for recourse only to the Collateral pledged by such Collateral Provider.

“Collateral Value” means, as of any date of determination, the aggregate value of the Collateral held in the Collateral Accounts on such day, (a) as set forth in the Collateral Certificate most recently delivered pursuant to Section 5.01 or (b) if the date of determination is later than the date of the most recent Collateral Certificate, as determined by the Letter of Credit Issuer by accessing information regarding the Collateral Accounts obtained directly through the relevant Account Institutions.

“Commitment” means the Letter of Credit Issuer’s obligation to issue Letters of Credit pursuant to Section 2.01, in the amount set forth on the Letter of Credit Issuer’s signature page to this Agreement, or in the amount set forth in the assignment pursuant to which the Letter of Credit Issuer assumed its Commitment, as applicable, as such obligations may be reduced from time to time as expressly provided pursuant to this Agreement; provided that the aggregate Commitment shall not exceed $170,000,000 at any time.

“Commitment Fee” has the meaning specified in Section 2.02(a).

“Commitment Fee Rate” means, with respect to Letters of Credit of any Type, at any time, the percentage rate per annum set forth as the “Commitment Fee” applicable at such time as set out in the Pricing Schedule in the attached Schedule 1.01(c).

“Commitment Termination Date” means the earliest of (i) the Maturity Date and (ii) the date on which the Commitment is terminated in full or reduced to zero pursuant to Section 2.10 or Section 7.02.

“Complete Collateral Compliance” as of any date means that as of such date the Collateral Value is equal to or greater than the Required Collateral Amount.

“Compliance Certificate” means a certificate substantially in the form of Exhibit B.

“Consolidated” refers to the consolidation of the accounts of Cameron and its Subsidiaries in accordance with GAAP.

“Consolidated EBITDA” means (a) Consolidated Net Income for any applicable period plus, to the extent deducted from revenues in determining Consolidated Net Income (i) Consolidated Interest Expense for such period, (ii) expenses for income and franchise taxes paid or accrued during such period, (iii) depreciation and amortization for such period, (iv) non­recurring, non-cash charges for such period, and (iv) extraordinary losses incurred during such period other than in the ordinary course of business minus, to the extent included in Consolidated Net Income, extraordinary gains realized in such period other than in the ordinary course of business, all calculated for Cameron and its Restricted Subsidiaries on a consolidated basis, and (b) includes, on a pro forma basis, Consolidated EBITDA of any Person acquired in accordance with Section 5.14 for the four fiscal quarters most recently ended prior to the date of such acquisition.

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“Consolidated Indebtedness” means at any time the Indebtedness of Cameron and its Restricted Subsidiaries calculated on a Consolidated basis as of such time.

“Consolidated Interest Expense” means, with reference to any period, the interest expense of Cameron and its Restricted Subsidiaries calculated on a consolidated basis for such period as determined in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income (or loss) of Cameron and its Restricted Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP.

“Consolidated Net Worth” means at any time the consolidated stockholders’ equity of Cameron and its Subsidiaries calculated on a consolidated basis as of such time, but excluding, at any time, the Minority Interest Percentage of all amounts, including retained earnings, attributable to each Unrestricted Subsidiary that is a direct Subsidiary of Cameron or a Restricted Subsidiary (such amounts to be determined for each such Unrestricted Subsidiary and its Subsidiaries on a consolidated basis); provided that any changes in consolidated stockholders’ equity as a result of (a) foreign currency translation adjustments and (b) any change in the fair value of any Financial Contract pursuant to Financial Accounting Standards Board Bulletin No 133, in each case after the date hereof, shall be excluded when computing Consolidated Net Worth.

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, bank guaranties, operating agreement, take or pay contract, a standby letter of credit which supports a payment obligation, or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership, and specifically excluding commercial letters of credit, standby letters of credit, and bank guaranties, in each case, which support performance obligations.

“Controlled Group” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with Cameron or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Credit Documents” means this Agreement, the Security Agreement, each Collateral Provider Guaranty, each Subsidiary Guaranty, each Account Control Agreement, each other Security Instrument, each Notice of Letter of Credit, each Letter of Credit, each Request to Withdraw Collateral and each other document or instrument executed and delivered in connection with this Agreement.

“Credit Party” means each Applicant and each Subsidiary Guarantor.

“Default” means an Event of Default or an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default.

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“Demand Loan” has the meaning specified in Section 2.03.

“Dollars” and “$” means lawful money of the United States of America.

“Dollar Equivalent” means, on any date of determination (a) with respect to any amount in Dollars, such amount, and (b) with respect to any amount in any currency other than Dollars, the equivalent in Dollars of such amount, calculated by the Letter of Credit Issuer using the applicable Exchange Rate with respect to such currency at the time in effect pursuant to Section 8.22 or as otherwise expressly provided herein.

“Drawing Document” has the meaning specified in Section 2.01(b).

“Effective Date” has the meaning specified in Section 3.01.

“Electronic Communications” has the meaning specified in Section 8.02(d).

“Eligible Assignee” means (a) any Affiliate of the Letter of Credit Issuer and (b) if no Event of Default has occurred and is continuing, with the consent of Cameron (which consent will not be unreasonably withheld; provided that Cameron shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Letter of Credit Issuer within five (5) Business Days after receiving notice thereof), any other commercial bank or financial institution not covered by clause (a) of this definition; provided that neither Cameron nor any Subsidiary or Affiliate of Cameron shall be an Eligible Assignee.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (a) the protection of the environment, (b) the effect of the environment on human health, (c) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (d) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

“Equity Interest” means as to any Person, any capital stock, partnership interest, joint venture interest, company interest, membership interest or other equity interest in such Person, or any warrant, option or other right to acquire any Equity Interest in such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute, together with the regulations thereunder, as in effect from time to time.

“Euro” or “E” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation for the introduction of, changeover to or operation of the Euro in one or more member states.

“Event of Default” means an event described in Section 7.01.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute.

“Exchange Rate” means at any time, with respect to any amount due in a currency other than Dollars, the Letter of Credit Issuer’s or its correspondent’s currency selling rate applicable to the place, currency and value date on such amount, or a rate determined by any other reasonable method the Letter of Credit Issuer reasonably deems appropriate, and such determination shall be prima facie evidence thereof.

“Excluded Taxes” means, in the case of the Letter of Credit Issuer, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Letter of Credit Issuer is incorporated or organized.

“Existing Agreement” has the meaning specified in the recitals hereto.

“Existing Letters of Credit” means, collectively, all letters of credit identified on Schedule 1.01(a) hereto and outstanding on the Effective Date.

“Exiting Letters of Credit” means, collectively, all letters of credit identified on Schedule 1.01(b) hereto and outstanding on the Second Amendment Effective Date.

“Expiration Date” means, for any Letter of Credit, the later of (i) the Stated Expiry Date of such Letter of Credit or such earlier date, if any, on which such Letter of Credit is permanently cancelled in writing by the applicable Applicant, the beneficiary thereof and each transferee, if any, thereof, and (ii) if an Extension Event shall occur in respect of such Letter of Credit, the date on which the Letter of Credit Issuer shall receive an opinion from its counsel to the effect that a final and nonappealable judgment or order has been rendered or issued either terminating the order, injunction or other process or decree restraining the Letter of Credit Issuer from paying under such Letter of Credit or permanently enjoining the Letter of Credit Issuer from paying under such Letter of Credit.

“Extension Event” means, in respect of any Letter of Credit, that at any time the Letter of Credit Issuer shall have been served with or otherwise be subjected to a court order, injunction or other process or decree restraining or seeking to restrain such Letter of Credit Issuer from paying any amount under the Letter of Credit and either (i) there has been a drawing under such Letter of Credit which the Letter of Credit Issuer would otherwise be obligated to pay or (ii) the Stated Expiry Date of such Letter of Credit has occurred but the right of the beneficiary or transferee to draw under such Letter of Credit has been extended past such date in connection with the pendency of the related court action or proceeding.

“Face Amount” means, with respect to each Letter of Credit, and as of any date of determination, the lesser of (a) the stated amount of such Letter of Credit, and (b) the maximum amount available to be drawn under such Letter of Credit.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any federal agency or authority of the United States from time to time succeeding to its function.

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“Financial Contract” of a Person means (a) any exchange-traded or over-the-counter futures, forward, swap or option contract or other financial instrument with similar characteristics, or (b) any Rate Management Transaction.

“Financial Letter of Credit” means a Letter of Credit other than a Performance Letter of

Credit.

“Financial Letter of Credit Percentage” means, at any time, the percentage obtained by dividing the Dollar Equivalent of the Letter of Credit Liabilities with respect to all Financial Letters of Credit outstanding at such time (including any Financial Letter of Credit for which a Notice of Letter of Credit has been submitted) by the Dollar Equivalent of the Letter of Credit Liabilities with respect to all Letters of Credit outstanding at such time (including any Financial Letter of Credit for which a Notice of Letter of Credit has been submitted).

“GAAP” means generally accepted accounting principles from time to time in effect as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements, opinions and pronouncements by such other entity as may be approved by a significant segment of the U.S. accounting profession. All calculations for purposes of determining compliance with the financial covenants set forth in Section 5.22, however, shall be adjusted to reflect GAAP accounting principles and policies consistent with those in effect on December 31, 2009.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or European Central Bank).

“Hazardous Materials” means the substances identified as such pursuant to CERCLA and any chemicals, substances, and wastes regulated under any other Environmental Law, including without limitation pollutants, contaminants, petroleum or petroleum products Released into the environment, radionuclides, radioactive materials, and medical and infectious waste.

“Illegality Event” has the meaning specified in Section 2.07.

“Indebtedness” of a Person means such Person’s (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (c) Indebtedness of another Person, whether or not assumed, secured by (or for which the holder of such Indebtedness has the right, contingent or otherwise, to be secured by) a Lien on Property of such Person, (d) obligations which are evidenced by notes, acceptances, or other instruments, (e) Capitalized Lease Obligations, (f) Contingent Obligations in respect of Indebtedness of another Person, and (g) reimbursement obligations of such Person in respect of drawn letters of credit or acceptance financing; provided that, this defined term “Indebtedness” shall, except for purposes of clause (g) hereof, specifically exclude obligations of a Person inrespect of commercial letters of credit, standby letters of credit, and bank guaranties, in each case, which support performance obligations, without regard to whether such obligations are secured or unsecured.

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“Indemnified Parties” has the meaning specified in Section

8.04(b). “Information” has the meaning specified in Section 8.09.

“ISP” means International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and subsequent revision thereof adhered to by the Letter of Credit Issuer on the date such Letter of Credit is issued.

“Issuance Date” has the meaning specified in Section 3.02.

“Issuance Fee” has the meaning specified in Section 2.02(b).

“Issuance Fee Rate” means, with respect to Secured Letters of Credit and Unsecured Letters of Credit of any Type, at any time, the percentage rate per annum set forth as the “Issuance Fee” applicable at such time to Secured Letters of Credit or Unsecured Letters of Credit of such Type, as applicable, as set out in the Pricing Schedule in the attached Schedule  1.01(c).

“Joinder Agreement” means an agreement in substantially the same form as Exhibit C.

“JPMorgan Credit Agreement” means that certain Credit Agreement dated as of April 14, 2008 among Cameron International Corporation, the other parties named therein as borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as a lender and the other lenders party thereto, as amended by that First Amendment to Credit Agreement and Waiver dated as of October 15, 2010, the Second Amendment to Credit Agreement dated June 6, 2011, the Consent and Third Amendment to Credit Agreement dated on or about the Second Amendment Effective Date and as further amended or modified from time to time.

“Judgment Currency” has the meaning specified in Section 8.20.

“Letter of Credit” means each standby letter of credit issued or deemed issued by the Letter of Credit Issuer pursuant to Section 2.01 (including the Existing Letters of Credit), as extended or otherwise Modified by the Letter of Credit Issuer from time to time.

“Letter of Credit Issuer” means Citibank, N.A. (or any Affiliate or branch designated by Citibank, N.A. or, in the case of a Bank Guaranty, any foreign branch or Affiliate designated by Citibank, N.A.) in its capacity as Letter of Credit Issuer hereunder and any successor in such capacity pursuant to Section 8.06.

“Letter of Credit Issuer Parties” has the meaning assigned to such term in Section 8.02(d).

“Letter of Credit Liabilities” means the maximum aggregate amount of all undrawn portions of Letters of Credit (after giving effect to any step up provision or other mechanism forincreases, if any, and assuming compliance with all conditions to drawing) plus the aggregate amount of all drawings under Letters of Credit which are unpaid.

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“Letter of Credit Payment Date” has the meaning specified in Section 2.03.

“L/C Related Documents” has the meaning specified in Section 2.01(b).

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Losses” has the meaning specified in Section 8.04(b).

“Material Adverse Effect” means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of Cameron and its Subsidiaries, taken as a whole, (ii) the ability of any Credit Party or Collateral Provider to perform its obligations under the Credit Documents to which it is a party, or (iii) the validity or enforceability of this Agreement or any of the other material Credit Documents or the rights or remedies of the Letter of Credit Issuer thereunder.

“Material Indebtedness” is defined in Section 7.01(e).

“Material Subsidiary” means any Restricted Subsidiary of Cameron, which Restricted Subsidiary holds or constitutes 10% or more of Cameron’s Consolidated assets as of the last day of, or Consolidated EBITDA of Cameron for the period of four fiscal quarters most recently ended as at the last day of, the most recent fiscal quarter for which the consolidated financial statements of Cameron are available at the time.

“Maturity Date” means February 2, 2015.

“Minority Interest Percentage” means, at any time, with respect to any Unrestricted Subsidiary, the percentage of the equity in such Unrestricted Subsidiary owned by a Person other than Cameron and its Restricted Subsidiaries.

“Modify” and “Modification” have the meaning specified in Section 2.01(a).

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” means a Plan as defined in Section 4001(a)(3) of ERISA to which Cameron or any member of the Controlled Group is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means an employee benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA to which Cameron or a member of the Controlled Group, and one or more employers other than Cameron or a member of the Controlled Group, is making oraccruing an obligation to make contributions or, in the event that any such plan has been terminated, to which Cameron or any member of the Controlled Group made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

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“Non-Recourse Debt” means Indebtedness: (a) as to which neither Cameron nor any of its Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) other than a comfort letter or similar undertaking, in each case, not constituting a contractual obligation to provide funds for the payment of or otherwise become liable upon such Indebtedness or (ii) is directly or indirectly liable as a guarantor or otherwise, in each case, other than a pledge of the equity interests of an Unrestricted Subsidiary to secure Indebtedness of any Unrestricted Subsidiary; (b) with respect to Indebtedness incurred following the Second Amendment Effective Date, no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Cameron or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its maturity; and (c) as to which the lenders thereof have been notified in writing that they will not have any recourse to the stock or assets of Cameron or any of its Restricted Subsidiaries (except for the equity interests of any Unrestricted Subsidiary securing such Indebtedness).

“Non-U.S. Credit Party” has the meaning specified in Section 2.05(b). “Non-

U.S. Collateral Provider” has the meaning specified in Section 3.01(d).

“Notice of Letter of Credit” has the meaning specified in Section 2.01(a).

“Obligations” means all obligations (liquidated, contingent or otherwise) from time to time owed by Cameron or any Restricted Subsidiary pursuant to, as a result of or in connection with any of the Credit Documents, including all Reimbursement Obligations owed to the Letter of Credit Issuer and all obligations to pay fees, costs, expenses, indemnities and other amounts under any Credit Document.

“Operating Lease” of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

“Other Taxes” has the meaning specified in Section 2.09(b).

“Overdraft Rate” means a per annum interest rate established from time to time by Citibank, N.A. applicable to overdrawn amounts from the Reimbursement Account.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.

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“Payment Office” means the office of the Letter of Credit Issuer located at 3800 Citibank Center, Building B, 3^rd Floor, Attn: Standby Letter of Credit Unit, Tampa, FL 33610, or such other office as the Letter of Credit Issuer may designate by written notice to Cameron.

“PBGC” means the Pension Benefit Guaranty Corporation, or any federal agency or authority of the United States from time to time succeeding to its function.

“Performance Letter of Credit” means a Letter of Credit qualifying as a “performance-based standby letter of credit” under 12 CFR Part 3, Appendix A, Section 3(b)(2)(i) or any successor U.S. Comptroller of the Currency regulation.

“Permitted Collateral” means (a) cash, (b) direct debt obligations of the United States of America, and (c) any other investment that, when held as collateral for an Applicant’s Obligations, would, in the Letter of Credit Issuer’s determination (in its sole discretion), result in no capital reserve requirements under the regulations of the Board of Governors of the Federal Reserve System with respect to the Letter of Credit Issuer’s obligations to fund draws on such Letter of Credit.

“Permitted Liens” means the Liens permitted under Section 5.17.

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm or other entity, or a government or any political subdivision or agency, department or instrumentality thereof.

“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which Cameron or any member of the Controlled Group may have any liability.

“Process Agent” has the meaning specified in Section 8.17.

“property” or “asset” (in either case, whether or not capitalized) of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“Protective Letter of Credit” means a Letter of Credit issued to support a Bank Guaranty or another Letter of Credit.

“Rate Management Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into by Cameron or any of its Restricted Subsidiaries which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

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“Recourse Debt” means any Indebtedness of an Unrestricted Subsidiary other than Non-Recourse Debt.

“Reimbursement Account” has the meaning specified in Section 2.03.

“Reimbursement Obligation” has the meaning specified in Section 2.03.

“Regulation U” means Regulation U of the Federal Reserve Board, as the same is from time to time in effect.

“Release” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

“Request to Withdraw Collateral” means a notice substantially in the form of Exhibit D, delivered pursuant to Section 2.13(h).

“Required Collateral Amount” means

(a)if Collateral is not required pursuant to Section 7.02, the sum of, without duplication,

(i) the aggregate Face Amount of the outstanding Secured Letters of Credit,

(ii) any required Section 2.13(c) Collateral, and

(iii) any required Section 2.13(d) Collateral, or

(b)if Collateral is required pursuant to Section 7.02, the amount of Section 7.02 Collateral required.

“Reset Date” has the meaning assigned to such term in Section 8.22(a).

“Responsible Officer” means, the Chief Executive Officer, President, Chief Financial Officer, any Executive or Senior Vice President, Treasurer or the Assistant Treasurer of Cameron.

“Restricted Subsidiary” means each Subsidiary other than an Unrestricted Subsidiary.

“SEC” means the United States Securities and Exchange Commission, or any governmental authority succeeding to the functions of said Commission.

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“Second Amendment Effective Date” means June 28, 2013.

“Section 2.13(c) Collateral” has the meaning assigned to such term in Section 2.13(c).

“Section 2.13(d) Collateral” has the meaning assigned to such term in Section 2.13(d).

“Section 7.02 Collateral” has the meaning assigned to such term in Section 7.02(b).

“Section 7.02(a) Collateral” has the meaning assigned to such term in Section 7.02(a).

“Section 7.02(b) Collateral” has the meaning assigned to such term in Section 7.02(b).

“Secured Letter of Credit” means any Letter of Credit whose full Face Amount is (and since its issuance has been) secured by Collateral in accordance with Section 2.13(b) and which, after giving effect to such Letter of Credit and the Collateral which secures such Letter of Credit, does not cause a Default (as defined in the JPMorgan Credit Agreement) under the JPMorgan Credit Agreement. For the avoidance of doubt, a Letter of Credit may only be a Secured Letter of Credit if it is secured by Collateral deposited into a Collateral Account pursuant to Section 2.13(b). A Letter of Credit which is secured with Collateral deposited into a Collateral Account pursuant to any provision of this Agreement other than Section 2.13(b) is not a Secured Letter of Credit.

“Securities Act” means the Securities Act of 1933, as amended, and any successor

statute.

“Security Agreement” means the Security Agreement in substantially the form of Exhibit E among the Letter of Credit Issuer and the Collateral Providers, as amended, restated, supplemented or modified from time to time.

“Security Instruments” means, collectively, (a) the Security Agreement, (b) each Account Control Agreement, (c) each other agreement, instrument or document executed in connection with creating or perfecting an Acceptable Security Interest in any Collateral, and (d) each other agreement, instrument or document executed at any time in connection with securing the Obligations, in each case, as the same may be amended, modified, restated, or supplemented from time to time.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., and any successor thereto.

“Single Employer Plan” means a Plan, other than a Multiemployer Plan, maintained by Cameron or any member of the Controlled Group for employees of Cameron or any member of the Controlled Group.

“Standard Letter of Credit Practice” means any domestic or foreign law or letter of credit practices applicable in the city in which the Letter of Credit Issuer issued the applicable Letter of Credit or for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be. Such practices shall be (i) of banks that regularly issue Letters of Credit in the particular city and (ii) required or permitted under the UCP or ISP, as chosen in the applicable Letter of Credit.

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“Sterling” means the lawful currency of the United Kingdom.

“Stated Expiry Date” means the original expiration date stated on the face of any Letter of Credit, or such other date, if any, to which the Letter of Credit Issuer extends the expiration of such Letter of Credit at the request of the applicable Applicant.

“Subsidiary” of a Person means (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Cameron.

“Subsidiary Applicant” means a Restricted Subsidiary specified as a Subsidiary Applicant on Schedule 4.01(h)(ii) attached hereto and made a part hereof, or added as a Subsidiary Applicant pursuant to a joinder pursuant to Section 8.23.

“Subsidiary Guarantor” means each Restricted Subsidiary that has executed a Subsidiary Guaranty.

“Subsidiary Guaranty” means each guaranty of the Obligations in substantially the form of Exhibit F, executed by any Restricted Subsidiary on a full recourse basis, together with any supplements or joinders thereto.

“Substantial Portion” means, with respect to the Property of Cameron and its Restricted Subsidiaries, Property which represents more than the greater of (a) $300,000,000 and (b) 20% of the Consolidated assets of Cameron and its Restricted Subsidiaries as shown in the Consolidated financial statements of Cameron and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which financial statements are available at the time such determination is made.

“TARGET Day” means any day on which the Trans-European Automatic Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in Euros.

“Taxes” has the meaning specified in Section 2.09(a).

“Termination Event” means, with respect to a Plan which is subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of Cameron or any other member of a Controlled Group from such Plan during a plan year in which Cameron or any other member of a Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA, (c) the termination of such Plan, the filing of a notice of intent to terminate such Plan or the treatment of an amendment of such Plan as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate such Plan, or (e) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Plan.

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“Total Capitalization” means, at any time, the sum of Total Debt and Consolidated Net Worth at such time.

“Total Debt” means, at any time, that part of the Consolidated Indebtedness of Cameron and the Restricted Subsidiaries at such time which would be reflected on a balance sheet prepared in accordance with GAAP; provided, however, that for purposes hereof, “Total Debt” shall include Recourse Debt of Unrestricted Subsidiaries.

“Type”, when used in reference to any Letter of Credit, refers to whether such Letter of Credit is a Financial Letter of Credit or a Performance Letter of Credit, as determined by the Letter of Credit Issuer in accordance with Section 2.01.

“UCP” means Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or No. 600 and any subsequent revision thereof adhered to by the Letter of Credit Issuer on the date such Letter of Credit is issued.

“Unfunded Liabilities” means the amount (if any) by which the actuarial present value of the benefit attributed by the pension benefit formula under all Single Employer Plans to employee service rendered prior to that date (based on current and past compensation levels) exceeds the fair value of all Plan assets, all determined as of the last day of the Credit Parties’ fiscal year using a calculation methodology, discount rate, expected return on Plan assets, rate of compensation increase, and other gain or loss components required or permitted under Statement of Financial Accounting Standards No. 87 in presenting the projected benefit obligation.

“Unrestricted Subsidiary” means (a) OneSubsea LLC, (b) OneSubsea B.V., (c) OneSubsea Lux German Holdings S.á.r.l. and (d) each of their respective Subsidiaries.

“Unsecured Letter of Credit” means any Letter of Credit that is not a Secured Letter of

Credit.

“Wholly-Owned Subsidiary” of any Person means (a) any Subsidiary of such Person all of the Equity Interests (other than shares required to law to be owned by another Person, director’s qualifying shares and other immaterial interests) in which are owned by such Person and/or one or more other Wholly-Owned Subsidiaries of such Person or (b) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled by such Person.

“Withdrawal Liability” shall have the meaning given such term under Part I of Subtitle E of Title IV of ERISA.

Section 1.02. Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”. Unless otherwise indicated, all references to a particular time are references to New York City time.

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Section 1.03. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

Section 1.04. Miscellaneous. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. The term “including” shall mean “including, without limitation,”, the term “include” shall mean “include, without limitation,” and the term “includes” shall mean “includes, without limitation,”.

ARTICLE II

AMOUNT AND TERMS OF THE LETTERS OF CREDIT

Section 2.01. Letters of Credit.

(a)            The Letter of Credit Issuer agrees, on the terms and conditions herein set forth, to issue standby Letters of Credit for the account of any Applicant and to renew, extend, increase, decrease or otherwise modify each Letter of Credit (“Modify” and each such action a “Modification”), in each case in any Approved Currency, from time to time on any Business Day during the period from the date hereof until the Maturity Date; provided that (i) the Letter of Credit Issuer shall have no obligation to issue or Modify a Letter of Credit if the Dollar Equivalent of the aggregate outstanding Letter of Credit Liabilities would exceed the total Commitment after giving effect to such issuance or Modification, and (ii) no Letter of Credit shall have a Stated Expiry Date later than three years from its date of issuance, or such later date agreed by the Letter of Credit Issuer in its sole discretion. The Letter of Credit Issuer shall issue (or Modify) each Letter of Credit on notice received by the Letter of Credit Issuer from the Applicant not later than 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed issuance (or Modification) of such Letter of Credit. Each such notice of a Letter of Credit (a “Notice of Letter of Credit”) shall be submitted to the Letter of Credit Issuer under the Bolero System or the CitiDirect Electronic Platform (or, if requested by the Letter of Credit Issuer, in accordance with Section 8.02(a)) in substantially the form of Exhibit G, specifying therein (i) the requested date of issuance (or Modification) of such Letter of Credit (which shall be a Business Day), (ii) the requested amount of such Letter of Credit and the Approved Currency in which such amount shall be denominated, (iii) the requested expiration date of such Letter of Credit, (iv) whether such Letter of Credit will be a Secured Letter of Credit and secured by Collateral in accordance with Section 2.13(b), and (v) the purpose and terms of such Letter of Credit and other information contemplated by Exhibit G. Additionally, if requested by the Letter of Credit Issuer, Cameron shall execute and deliver to the Letter of Credit Issuer an application for letter of credit on the Letter of Credit Issuer’s standard form or on another form agreed upon by Cameron and the Letter of Credit Issuer. The Letter of Credit Issuer shall decide in its sole discretion, and indicate to the Applicant promptly after receiving any Notice of Letter of Credit, whether such Letter of Credit would be classified for purposes of capital adequacy or reserve requirements as a Financial Letter of Credit or a Performance Letter  of Credit. The Letter of Credit Issuer may, at its option, respond to any Notice of Letter of Credit on behalf of an Applicant by causing any foreign or domestic branch or Affiliate of the Letter of Credit Issuer to issue a Letter of Credit or a Bank Guaranty, in each case supported by a Protective Letter of Credit; provided that any exercise of such option shall not affect the obligation of the Applicant to repay all drawings and other amounts due under such Letter of Credit in accordance with the terms of the Credit Documents. Any Protective Letter of Credit issued under this Agreement and any Bank Guaranty or other Letter of Credit it supports must be denominated in the same Approved Currency. On the Effective Date, all Existing Letters of Credit shall automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued and outstanding hereunder, and shall be subject to and governed by the terms and conditions hereof. On the Second Amendment Effective Date, all Exiting Letters of Credit shall automatically, without any action on the part of any Person, be deemed not to be Letters of Credit issued and outstanding hereunder, and shall not be subject to and governed by the terms and conditions hereof.

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(b)           The relevant Applicant shall pay to the Letter of Credit Issuer each Reimbursement Obligation in accordance with Section 2.03 and the other provisions of the Credit Documents. The obligations of each Applicant under this Agreement and any other agreement or instrument relating to any Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and such other agreement or instrument under all circumstances, including the following circumstances:

(i)any lack of validity or enforceability of this Agreement, any Letter of Credit or any other agreement or instrument relating thereto (collectively, the “L/C Related Documents”);

(ii)any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of any Applicant in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

(iii)the existence of any claim, set-off, defense or other right that anyApplicant may have at any time against any beneficiary or transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Letter of Credit Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the L/C Related Documents or any other matter;

(iv)payment by the Letter of Credit Issuer against presentation of any draft, demand or claim for payment under any Letter of Credit presented for purposes of drawing under any Letter of Credit (“Drawing Document”) that does not comply with the terms of such Letter of Credit or which proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person (or a transferee of a Person) purporting to be a successor or transferee of the beneficiary of such Letter of Credit;

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(v)any dispute between or among any Applicant and/or any Restricted Subsidiaries, any of their Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred;

(vi)the Letter of Credit Issuer or any of its branches or Affiliates being the beneficiary of any Letter of Credit;

(vii)the Letter of Credit Issuer or any correspondent honoring a drawing against a Drawing Document up to the amount available under the Letter of Credit;

(viii)the Letter of Credit Issuer or any correspondent having previously paid against fraudulently signed or presented Drawing Documents (whether or not the relevant Applicant reimbursed the Letter of Credit for such drawing);

(ix)any exchange, release or non-perfection of any collateral for, or any release or amendment or waiver of or consent to departure from any guarantee of, all or any of the obligations of any Applicant in respect of any Letter of Credit;

(x)the issuance of a Letter of Credit (or any Modification thereto) in a form other than substantially as requested by the Applicant, unless the Letter of Credit Issuer receives written notice from such Applicant of such error within three Business Days after such Applicant shall have received a copy of the Letter of Credit (or such Modification); or

(xi)any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing, that might, but for this paragraph, constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, an Applicant’s obligations hereunder (whether against the Letter of Credit Issuer, the beneficiary or any other Person).

however, this Section 2.01(b) shall not limit any right of any Applicant to make a claim against the Letter of Credit Issuer to the extent provided in Section 2.01(d).

(c)           Each Applicant assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to the use of such Letter of Credit. Except as otherwise expressly provided in this Agreement, neither the Letter of Credit Issuer nor any branch, Affiliate or correspondent bank of the Letter of Credit Issuer nor any of their respective employees, agents, officers or directors shall be liable or responsible for: (i) the use that may be made of any Letter of Credit issued by it or any acts or omissions of any beneficiary or transferee of any Letter of Credit issued by it in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be invalid, insufficient, fraudulent or forged; (iii) payment by the Letter of Credit Issuer against presentation of documents that do not strictly comply with the terms of the relevant Letter of Credit, including failure of any documents to bear any reference or adequate reference to the relevant Letter of Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, or (v) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit issued by it. In furtherance and not in limitation of the foregoing, the Letter of Credit Issuer may accept documents that appear on their face to be in order and shall be entitled to rely, and shall be fully protected in relying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, without responsibility for further investigation, regardless of any notice or information to the contrary.

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(d)           Each Applicant shall have a claim against the Letter of Credit Issuer, and the Letter of Credit Issuer shall be liable to such Applicant, to the extent of any direct damages suffered by such Applicant that are determined by a court of competent jurisdiction in a final, non-appealable judgment to have been caused by the Letter of Credit Issuer’s (i) willful misconduct or (ii) gross negligence. No provision of Section 2.01(c) shall be construed to limit or impair a claim by any Applicant under this Section 2.01(d), and the Letter of Credit Issuer’s liability to any Applicant under this Section 2.01(d) shall not be limited by the limitations on its liability set out in Section 2.01(c).

Section 2.02. Fees.

(a)Commitment Fee. Cameron agrees to pay to the Letter of Credit Issuer a commitment fee, which shall accrue at the Commitment Fee Rate on the daily amount by which the Letter of Credit Issuer’s Commitment exceeds the Dollar Equivalent of the aggregate maximum amount of all undrawn portions of Letters of Credit (such fee, a “Commitment Fee”), in the case of the Letter of Credit Issuer, from the date hereof, and in the case of a successor Letter of Credit Issuer, from the date on which it assumed a Commitment or acquired Obligations, in each case, until the Commitment Termination Date. Accrued Commitment Fees shall be calculated in arrears for the quarters ended each March 31, June 30, September 30, and December 31 and payable quarterly in arrears on the 7^th day of each January, April, July and October, commencing April 7, 2012, and on the Commitment Termination Date. The Commitment Fee shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b)Issuance Fee. Cameron agrees to pay to the Letter of Credit Issuer an issuance fee for each Letter of Credit, which shall accrue at the Issuance Fee Rate for, as applicable, a Secured Letter of Credit, an Unsecured Letter of Credit that is a Financial Letter of Credit, or an Unsecured Letter of Credit that is a Performance Letter of Credit, on the daily amount of the Dollar Equivalent of the Letter of Credit Liabilities with respect to such Letter of Credit (such fee, an “Issuance Fee”), in the case of the Letter of Credit Issuer, from the date hereof and, in the case of a successor Letter of Credit Issuer, from the date on which it assumed a Commitment or acquired Obligations, in each case until the date on which the Letter of Credit Issuer ceases to hold any Letter of Credit Liabilities. Accrued Issuance Fees shall be calculated in arrears for the quarters ended each March 31, June 30, September 30, and December 31 and payable quarterly in arrears on the 7^th day of each January, April, July and October, commencing April 7, 2012, and on the date the Letter of Credit Issuer shall have no further Letter of Credit Liabilities. The Issuance Fee shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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(c)           Other Fees. Cameron shall pay to the Letter of Credit Issuer such other fees as may be separately agreed to by Cameron and the Letter of Credit Issuer, as applicable, in writing. Additionally, Cameron agrees to pay to the Letter of Credit Issuer, (i) in connection with each Letter of Credit issued by the Letter of Credit Issuer, customary issuance and administrative fees and expenses for such Letter of Credit, (ii) in connection with Bank Guaranties or other obligations supported by a Protected Letter of Credit, all fees and expenses of the Letter of Credit Issuer’s foreign Affiliates or branches for such Bank Guaranties and other obligations, as agreed from time to time between the Letter of Credit Issuer or such foreign Affiliates or branches and Cameron and (iii) in connection with the release of Collateral securing a Secured Letter of Credit in accordance with Section 2.13(h)(i), the difference between the Issuance Fees actually paid with respect to such Letter of Credit and the amount of Issuance Fees that would have been due with respect to such Letter of Credit if it had been an Unsecured Letter of Credit from the date of its issuance.

Section 2.03. Administration; Reimbursement; Demand Loans. (a) Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the Letter of Credit Issuer shall promptly notify the applicable Applicant as to the amount demanded to be paid by the Letter of Credit Issuer and the proposed payment date. Upon its determination to honor any such demand for payment, the Letter of Credit Issuer shall promptly notify the applicable Applicant of such determination and the Letter of Credit Issuer’s intended payment date therefor (the “Letter of Credit Payment Date”).

(b)           The relevant Applicant shall be irrevocably and unconditionally obligated to reimburse the Letter of Credit Issuer for any amounts of any payment made by the Letter of Credit Issuer under any Letter of Credit issued by it for the account of such Applicant (any such amount, a “Reimbursement Obligation”). Each Reimbursement Obligation shall be due from such Applicant on the Letter of Credit Payment Date, without presentment, demand, protest or other formalities of any kind, and payable on the later of (i) the Letter of Credit Payment Date and (ii) the date that is two Business Days after the date the Letter of Credit Issuer notifies such Applicant of its determination to honor any such demand for payment. The relevant Applicant shall deposit the amount of the Reimbursement Obligation in a deposit account or accounts to be established and maintained at the office of the Letter of Credit Issuer (the “Reimbursement  Account”) no later than the date such Reimbursement Obligation is payable by such Applicant pursuant to the immediately preceding sentence. The Letter of Credit Issuer shall from time to time withdraw funds then held in the Reimbursement Account to pay any Reimbursement Obligation that is due under this Agreement. Any Reimbursement Obligation that is not paid on or prior to the relevant Letter of Credit Payment Date (including by set-off against the Reimbursement Account) shall bear interest from the relevant Letter of Credit Payment Date until and including the earlier of (i) the date such Reimbursement Obligation is paid and (ii) the date such Reimbursement Obligation becomes payable pursuant to this Section 2.03(b), at a rate per annum equal to the Overdraft Rate in effect from time to time. All payments of Reimbursement Obligations shall be made in the same Approved Currency in which the payment on the underlying Letter of Credit was made.

(c)           If an Applicant shall fail to pay a Reimbursement Obligation to the Letter of Credit Issuer after such Reimbursement Obligation has become due and payable pursuant to Section 2.03(b), such Reimbursement Obligation shall immediately constitute, without necessity of further act or evidence, a loan (a “Demand Loan”) made by the Letter of Credit Issuer to such Applicant on the date of such Reimbursement Obligation in a principal amount equal to such Reimbursement Obligation and repayable upon demand in the Approved Currency in which such Reimbursement Obligation is denominated, together with interest on the principal amount of such Demand Loan remaining unpaid from time to time, payable on demand and computed from the date such Demand Loan is made as specified above to the date of repayment in full thereof, at a rate per annum equal to the Alternative Base Rate in effect from time to time plus 2% per annum. Each Applicant shall repay the principal of all Demand Loans on the earlier of demand and the Commitment Termination Date.

Section 2.04. Default Interest. The Applicants shall pay interest on, to the fullest extent permitted by law, the amount of any Reimbursement Obligations, interest, Commitment Fee, Issuance Fee, other fee or other amount payable hereunder that is not paid when due and payable, from the date such amount shall be due and payable, until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal to the Alternative Base Rate in effect from time to time plus 2% per annum.

Section 2.05. Yield Protection. (a) If any Change in Law:

(i)subjects the Letter of Credit Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to the Letter of Credit Issuer in respect of any Letters of Credit, or

(ii)imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Letter of Credit Issuer, or

(iii)imposes any other condition the result of which is to increase the cost to the Letter of Credit Issuer of issuing, or committing to issue, or making a payment in respect of, Letters of Credit, or reduces any amount receivable by the Letter of Credit Issuer in connection with its Letters of Credit, or requires the Letter of Credit Issuer to make any payment calculated by reference to the amount of Letters of Credit or interest or Issuance Fees received by it, by an amount deemed material by the Letter of Credit Issuer, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer of issuing, or committing to issue, or making a payment in respect of, Letters of Credit, or to reduce the return received by the Letter of Credit Issuer in connection with such Letters of Credit, Commitment Fees or Issuance Fees, then, within 15 days of demand by the Letter of Credit Issuer, the Applicants shall pay the Letter of Credit Issuer such additional amount or amounts as will compensate the Letter of Credit Issuer for the actual increased cost or reduction in amount received.

(b)           If any law or any governmental or quasi governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof (whether or not having the force of law), imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by the Letter of Credit Issuer, and the result of the foregoing is to increase the cost to the Letter of Credit Issuer of issuing, or committing to issue, or making a payment in respect of, Letters of Credit upon the request of, or of making or maintaining its Commitment to, any Credit Party that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S. Credit Party”) or to reduce the return received by the Letter of Credit Issuer in connection with such Letters of Credit applied for by, or Commitment to any Non-U.S. Credit Party, then, within 15 days of demand by the Letter of Credit Issuer, such Non-U.S. Credit Party shall pay the Letter of Credit Issuer such additional amount or amounts as will compensate it for such increased cost or reduction in amount received.

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Section 2.06. Capital Adequacy. (a) If the Letter of Credit Issuer determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on the Letter of Credit Issuer’s capital or on the capital of the Letter of Credit Issuer’s holding company, if any, as a consequence of this Agreement or the Letters of Credit issued by the Letter of Credit Issuer, to a level below that which the Letter of Credit Issuer or the Letter of Credit Issuer’s holding company could have achieved but for such Change in Law (taking into consideration the Letter of Credit Issuer’s policies and the policies of the Letter of Credit Issuer’s holding company with respect to capital adequacy), then from time to time the Applicants shall, within 15 days of demand by the Letter of Credit Issuer, pay to the Letter of Credit Issuer such additional amount or amounts as will compensate the Letter of Credit Issuer or the Letter of Credit Issuer’s holding company for any such reduction suffered.

(b)           Failure or delay on the part of the Letter of Credit Issuer to demand compensation pursuant to this Section 2.06 or Section 2.05 shall not constitute a waiver of the Letter of Credit Issuer’s right to demand such compensation; provided that the Applicants shall not be required to compensate the Letter of Credit Issuer pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that the Letter of Credit Issuer notifies the relevant Applicant of the Change in Law giving rise to such increased costs or reductions and of the Letter of Credit Issuer’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(c)            Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of the Applicant contained in this Section 2.06 and Section 2.05  shall survive the payment in full of all Obligations and the termination of the Commitment.

Section 2.07. Illegality. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful, or any governmental authority, central bank or comparable agency shall assert that it is unlawful (such unlawfulness or such assertion of unlawfulness being an “Illegality Event”), for the Letter of Credit Issuer to issue any Letter of Credit, then, on notice thereof and demand therefor by the Letter of Credit Issuer to Cameron, the obligation of the Letter of Credit Issuer to issue any such Letters of Credit shall be suspended until the time set forth in the next succeeding sentence. The suspension of the obligations of the Letter of Credit Issuer to issue Letters of Credit shall terminate upon the withdrawal by the Letter of Credit Issuer of its notice and demand with respect to the Illegality Event referenced in this Section 2.07. If an Illegality Event has ceased to exist, the Letter of Credit Issuer shall promptly withdraw its notice and demand by giving written notice of withdrawal to Cameron.

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Section 2.08. Payments and Computations. (a) The Credit Parties shall make each payment under any Credit Document not later than 3:00 P.M. (New York City time), or in the case of payment in any currency other than Dollars, not later than 11:00 A.M. (New York City time), on the day when due and payable in same day funds, free and clear of any defenses, set­offs, counterclaims, or withholdings or deductions for taxes as set forth in Section 2.09 (i) in the case of a payment of Reimbursement Obligations, by depositing funds into the Reimbursement Account as set forth in Section 2.03(b) and (ii) in the case of other payments, by delivering funds to the Letter of Credit Issuer at its Payment Office.

(b)        All computations of fees and interest shall be made by the Letter of Credit Issuer on the basis of a year of 360 days, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees or interest are payable. Each determination by the Letter of Credit Issuer of a rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c)       Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be.

Section 2.09. Taxes. (a) Any and all payments by the Credit Parties hereunder or under the other Credit Documents shall be made, in accordance with Section 2.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, fees, duties or withholdings, and all liabilities with respect thereto, excluding, in the case of the Letter of Credit Issuer, Excluded Taxes (all such non-excluded taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Credit Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Credit Document to the Letter of Credit Issuer, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.09) the Letter of Credit Issuer receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Credit Party shall make such deductions and (iii) such Credit Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)       In addition, the Credit Parties agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any other Credit Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Credit Document (hereinafter referred to as “Other Taxes”).

(c)        The Credit Parties will indemnify the Letter of Credit Issuer for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.09) paid by the Letter of Credit Issuer and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto except as a result of the gross negligence or willful misconduct of the Letter of Credit Issuer, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date the Letter of Credit Issuer makes written demand therefor. The Letter of Credit Issuer shall not be indemnified for Taxes incurred or accrued more than 180 days prior to the date that the Letter of Credit Issuer notifies Cameron thereof.

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(d)       Within 90 days after the date of any payment of Taxes by or at the direction of any Credit Party, such Credit Party will furnish to the Letter of Credit Issuer, at its address referred to in Section 8.02, (i) the original or a certified copy of a receipt evidencing payment thereof, if the relevant taxing authority provides a receipt, or (ii) if the relevant taxing authority does not provide a receipt, other reasonable evidence of the payment thereof. Should the Letter of Credit Issuer ever receive any refund, credit or deduction from any taxing authority to which the Letter of Credit Issuer would not be entitled but for the payment by a Credit Party of Taxes as required by this Section 2.09 (it being understood that the decision as to whether or not to claim, and if claimed, as to the amount of any such refund, credit or deduction shall be made by the Letter of Credit Issuer in its sole discretion), the Letter of Credit Issuer thereupon shall repay to such Credit Party an amount with respect to such refund, credit or deduction equal to any net reduction in taxes actually obtained by the Letter of Credit Issuer and determined by the Letter of Credit Issuer to be attributable to such refund, credit or deduction.

(e)        Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of the Credit Parties contained in this Section 2.09 shall survive the payment in full of all Obligations and termination in full of the Commitment.

Section 2.10. Reduction or Termination of the Commitment; Effect of Termination. (a) Cameron shall have the right at any time and from time to time, upon at least three Business Days’ prior and irrevocable written notice to the Letter of Credit Issuer, to terminate in whole or reduce in part the unused portions of the Commitment, with any partial reduction to be in an amount not less than $5,000,000 in integral multiples of $5,000,000; provided that the Commitment may not be reduced to an amount less than the Dollar Equivalent of the aggregate amount of outstanding Letter of Credit Liabilities (after giving effect to payments on such proposed termination or reduction date). Any termination of the Commitment pursuant to this Section 2.10 is permanent and may not be reinstated.

(b)       Upon and at all times after the Commitment is terminated in full pursuant to any provision of this Agreement, the Commitment shall be zero and the Letter of Credit Issuer shall have no further obligation to issue any Letters of Credit.

Section 2.11. Transfers; Assignments of Proceeds. If, at an Applicant’s request, a Letter of Credit is issued in transferable form, the Letter of Credit Issuer shall have no duty to determine the proper identity of anyone appearing in any transfer request, Drawing Document, or other document as transferor or transferee, nor shall the Letter of Credit Issuer be responsible for the validity, appropriateness or correctness of any transfer. The Letter of Credit Issuer is not obligated to recognize an assignment of proceeds of a Letter of Credit unless and until the Letter of Credit Issuer consents to such assignment; and, except as otherwise required by applicable law, the Letter of Credit Issuer shall not be obligated to give or withhold its consent to an assignment of proceeds of a Letter of Credit; however, if the Letter of Credit Issuer consents to an assignment of proceeds of the Letter of Credit, the Letter of Credit Issuer shall have no duty to determine the proper identity of anyone appearing to be the assignor or assignee, nor shall the Letter of Credit Issuer be responsible for the validity, appropriateness or correctness of any such assignment.

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Section 2.12. Modifications of a Letter Credit. This Agreement shall be binding upon each Applicant with respect to any Modification of a Letter of Credit made at any Applicant’s request or with any Applicant’s consent. Each Applicant’s Obligations shall not be reduced or impaired in any way by any agreement by the Letter of Credit Issuer and the beneficiary of a Letter of Credit extending the Letter of Credit Issuer’s time to honor or to give notice of discrepancies, and any such agreement shall be binding upon any Applicant.

Section 2.13. Collateral.

(a)Pledge of Collateral. The Credit Parties hereby pledge, and grant to the Letter of Credit Issuer a first priority security interest in, all Permitted Collateral held in any Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations. The Letter of Credit Issuer shall at all times (i) have sole control over each Collateral Account, (ii) exercise reasonable care in the custody and preservation of any Collateral held in any Collateral Account, (iii) be deemed to have exercised such care if such Collateral is accorded treatment substantially equivalent to that which the Letter of Credit Issuer accords its own property, and (iv) not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any Collateral or for investing such Collateral.

(b)Deposit of Collateral for Secured Letters of Credit. The Applicants shall, no later than one Business Day prior to the date of the proposed issuance of a Secured Letter of Credit, deposit and maintain, or cause a Collateral Provider to deposit and maintain, Collateral in a Collateral Account in the same currency in which such Secured Letter of Credit is denominated to secure such Secured Letter of Credit in an amount equal to 100% of the Face Amount of such Secured Letter of Credit, to the extent necessary such that, after giving effect to such Secured Letter of Credit and any such deposit of Collateral, there is Complete Collateral Compliance. Any deposit of Collateral pursuant to this Section 2.13(b) shall be deemed a representation that no Default (as defined in the JPMorgan Credit Agreement) exists under the JPMorgan Credit Agreement or would be caused by such deposit of Collateral. Subject to Section 2.13(h), Collateral that is deposited in a Collateral Account to secure a Secured Letter of Credit in accordance with this Section 2.13(b) shall remain in such Collateral Account for the full term of such Secured Letter of Credit.

(c)Deposit of Collateral for Expiration Date Exceeding Maturity Date. If a Letter of Credit has an Expiration Date later than the Maturity Date, the relevant Applicant agrees that it shall, without any demand or the taking of any other action by the Letter of Credit Issuer and no later than the later of (i) 90 days prior to the Maturity Date and (ii) the date the Letter of Credit Issuer issues such Letter of Credit, deposit and maintain, or cause a Collateral Provider to deposit and maintain, Collateral in a Collateral Account in an amount equal to 100% of the Face Amount of such Letter of Credit, in the same currency in which such Letter of Credit is denominated, plus the amount of all Issuance Fees scheduled to be paid through the Expiration Date of such Letter of Credit (or increase the Collateral held in respect of a Secured Letter of Credit to such amount) (any such required Collateral, the “Section 2.13(c) Collateral”).

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Such Collateral shall be required in addition to any other Collateral that may be on deposit with respect to any Secured Letter of Credit or otherwise. Any Unsecured Letter of Credit required to be secured pursuant to this Section 2.13(c) shall continue to be considered an Unsecured Letter of Credit for purposes of determining the Issuance Fee applicable to such Letter of Credit.

(d)Deposit of Collateral Upon Disposition of a Substantial Portion of the Assets. If, after giving effect to the disposition of a Substantial Portion of the assets of Cameron and its Restricted Subsidiaries, taken as a whole, the ratio of Total Debt to Total Capitalization for Cameron, on a consolidated basis with the Restricted Subsidiaries, is greater than 60%, then the Applicants shall deposit, or cause a Collateral Provider to deposit, Collateral into a Collateral Account, such that the Collateral Value in the Collateral Accounts equals or exceeds, in the aggregate, an amount equal to 100% of the then aggregate Letter of Credit Liabilities with respect to each outstanding Letter of Credit in the currency in which such Letter of Credit is denominated, plus the amount of all Issuance Fees for each outstanding Letter of Credit scheduled to be paid through the Expiration Date of such Letter of Credit (any such required Collateral, the “Section 2.13(d) Collateral”). Such Collateral shall be required in addition to any other Collateral that may be on deposit with respect to any Secured Letter of Credit or otherwise. Any Unsecured Letter of Credit required to be secured pursuant to this Section 2.13(d) shall continue to be considered an Unsecured Letter of Credit for purposes of determining the Issuance Fee applicable to such Letter of Credit. When the ratio of Total Debt to Total Capitalization is being calculated for purposes of this Section 2.13(d) (and only in that case), Total Debt shall be deemed to include contingent obligations with respect to commercial letters of credit, standby letters of credit, and bank guaranties, in each case, whether they support performance obligations or financial obligations.

(e)Deposit of Collateral Upon Event of Default. The Applicants shall deposit and maintain, or cause a Collateral Provider to deposit and maintain, Collateral into a Collateral Account to the extent required by Section 7.02. Such Collateral shall be required in addition to any other Collateral that may be on deposit with respect to any Secured Letter of Credit or otherwise. Any Unsecured Letter of Credit required to be secured pursuant to this Section 2.13(e) shall continue to be considered an Unsecured Letter of Credit for purposes of determining the Issuance Fee applicable to such Letter of Credit.

(f)Deposit of Collateral to Achieve Complete Collateral Compliance. If at any time the Applicants have not achieved Complete Collateral Compliance (such failure to achieve being referred to as an “Additional Collateral Event”), then the Applicants shall, within five Business Days after receiving a written request from the Letter of Credit Issuer, deposit, or cause a Collateral Provider to deposit, into a Collateral Account additional Collateral such that after giving effect to such deposit there shall be Complete Collateral Compliance.

(g)Collateral Information. In addition to the quarterly reporting requirement required under Section 5.01(c), the Letter of Credit Issuer shall have the right at any time to electronically access the Collateral Accounts or contact the relevant Account Institutions to obtain a statement setting out the Permitted Collateral on deposit in such Collateral Accounts and the current value of each type of Permitted Collateral in the Collateral Accounts, and Cameron shall cause each Account Institution to permit such access. In addition, Cameron agrees to, at any time and promptly upon request, provide the Letter of Credit Issuer with any information required to be reported under Section 5.01(c) or any additional information requested by the Letter of Credit Issuer to ascertain the type or nature of Collateral, the Collateral Value or the Letters of Credit secured thereby.

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(h)Release of Collateral.

(i)Collateral Securing Secured Letters of Credit.

A.In connection with the cancellation, expiration, termination of or reduction in value of a Secured Letter of Credit, Cameron may submit a Request to Withdraw Collateral, requesting that the Letter of Credit Issuer approve a release of Collateral securing such Secured Letter of Credit, so long as (1) the Collateral Value exceeds the Required Collateral Amount by at least $250,000 immediately prior to such release, (2) Complete Collateral Compliance exists and would exist after giving effect to such release, (3) no Default or Event of Default exists or would be caused by such release, and (4) such Letter of Credit is not required to be secured under any of Section 2.13(c), Section 2.13(d), or Section 2.13(e); provided that the amount of Collateral securing any Secured Letter of Credit released pursuant to this Section 2.13(h)(i)(A) shall not exceed the Face Amount of such Secured Letter of Credit (or in the case of a reduction in value, shall not exceed the amount of such reduction in the Face Amount of such Secured Letter of Credit). If all such conditions have been satisfied, the Letter of Credit Issuer shall approve such release.

B.Cameron may submit a Request to Withdraw Collateral, requesting that the Letter of Credit Issuer approve, in its sole discretion, a release of all of the Collateral securing a Secured Letter of Credit so long as (1) Complete Collateral Compliance exists and would exist after giving effect to such release, (2) no Default or Event of Default exists or would be caused by such release, and (3) such Letter of Credit is not required to be secured under any of Section 2.13(c), Section 2.13(d), or Section 2.13(e). If the Letter of Credit Issuer in its sole discretion approves the release of such Collateral, then Cameron shall, on the date of such release, pay to the Letter of Credit Issuer in immediately available funds all additional fees or other amounts payable pursuant to Section 2.02(c)(iii) and such Secured Letter of Credit shall then be deemed to be an Unsecured Letter of Credit from the date that such Collateral is released.

(ii)Collateral Required under Section 2.13(c), Section 2.13(d) and Section 2.13(e). Cameron may submit a Request to Withdraw Collateral, requesting that the Letter of Credit Issuer approve a release of Collateral that was required under Section 2.13(c), Section 2.13(d), or Section 2.13(e) securing a Letter of Credit so long as (A) Complete Collateral Compliance exists and would exist after giving effect to such release, (B) no Default or Event of Default exists or would be caused by such release and (C) such Letter of Credit is no longer required to be secured under any of Section 2.13(c), Section 2.13(d), or Section 2.13(e). If all such conditions have been satisfied, the Letter of Credit Issuer shall approve such release.

(iii)       Method of Release. Each such request referred to in the preceding sections (i) and (ii) shall be made pursuant to a Request to Withdraw Collateral, which shall (A) specify the Collateral Account from which Cameron requests that Collateral be released, the Collateral to be released, the amount of Collateral requested to be released, and the applicable Approved Currency of such Collateral, (B) specify the requested date of release of such Collateral (which shall be a Business Day not sooner than 5 Business Days after the Letter of Credit Issuer’s receipt of such notice), (C) if such release relates to the cancellation, expiration, termination of or reduction in value of a Secured Letter of Credit, specify the Secured Letter of Credit to which such Collateral relates, (D) certify that Complete Collateral Compliance then exists and will exist after giving effect to such release, (E) certify that no Default or Event of Default then exists or would be caused by such release, (F) certify such release is in compliance with the relevant section above and (G) include any other information contemplated by Exhibit D. Each such Request to Withdraw Collateral shall be accompanied by a Collateral Certificate dated as of the date of such proposed withdrawal, and shall include a calculation showing pro forma Complete Collateral Compliance after giving effect to such requested withdrawal and, with respect to a Request to Withdraw Collateral relating to Collateral required to be pledged pursuant to Section 2.13(d), a Compliance Certificate with a calculation showing pro forma compliance with the ratio in Section 2.13(d).

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ARTICLE III CONDITIONS

Section 3.01. Initial Conditions Precedent. The obligation of the Letter of Credit Issuer to issue the initial Letter of Credit pursuant to the terms and conditions of this Agreement is subject to the condition precedent that the Letter of Credit Issuer shall have received on or before the day of issuance of the initial Letter of Credit the following, each dated on or before such day, in form and substance reasonably satisfactory to the Letter of Credit Issuer (the first day when all such conditions have been satisfied or waived is hereinafter referred to as the “Effective Date”):

(a)       Duly executed signature pages to this Agreement, any Collateral Provider Guaranty, any Subsidiary Guaranty and any Account Control Agreement (including by facsimile or other electronic means) in a sufficient number of signed counterparts as requested by the Letter of Credit Issuer.

(b)        A certificate of the Secretary, Assistant Secretary, or any other officer, director, or manager of each Credit Party and Collateral Provider certifying (i) the resolutions of the board of directors or managers of such Credit Party or Collateral Provider authorizing the execution of each Credit Document to which such Credit Party or Collateral Provider is a party, (ii) the charter and bylaws or other applicable organizational documents of such Credit Party or Collateral Provider, (iii) certificates of existence, good standing and qualification, or an equivalent thereto, from appropriate government officials with respect to such Credit Party or Collateral Provider, provided that such government officials of the applicable jurisdiction issue such certificates or an equivalent thereto, (iv) all other documents evidencing any necessary company action and governmental, shareholder and third-party consents, approvals and filings, if any, with respect to each such Credit Document and the transactions thereunder, and (v) the names and true signatures of the officers (or agents) of such Credit Party or Collateral Provider authorized to sign each Credit Document to be executed by it.

(c)        A certificate of a Responsible Officer of Cameron certifying (i) that the representations and warranties contained in each Credit Document are true and correct in all material respects as of the Effective Date (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects), (ii) as to the satisfaction of all conditions set forth in this Section 3.01, (iii) no Event of Default or Default exists on the Effective Date or would result therefrom, (iv) the absence of any Material Adverse Effect since the date of Cameron’s last audited financial statements, and (v) the annual Consolidated audited financial statements of Cameron and its Subsidiaries for the fiscal year ended December 31, 2010 and the quarterly Consolidated unaudited Consolidated financial statements of Cameron and its Subsidiaries for the fiscal quarters ended March 31, 2011, June 30, 2011, and September 30, 2011, in each case delivered to the Letter of Credit Issuer prior to the Effective Date, are true and correct copies of such financial statements, fairly present the Consolidated financial condition of Cameron as of such dates, and were, to the best of such officer’s knowledge, prepared in conformity with GAAP.

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(d)       Certificates of existence, good standing and qualification from appropriate state officials with respect to each Credit Party and Collateral Provider and foreign equivalents for each Non-U.S. Credit Party and each Collateral Provider that is not incorporated under the laws of the United States of America or a state thereof (each, a “Non-U.S. Collateral Provider”).

(e)        A legal opinion of Porter Hedges LLP, counsel to the Credit Parties, including without limitation certain specific no-conflicts opinions to the JPMorgan Credit Agreement and Cameron’s other debt documents, in form and substance reasonably satisfactory to the Letter of Credit Issuer.

(f)        A legal opinion of William C. Lemmer, Esq., in-house counsel to the Credit Parties, in form and substance reasonably satisfactory to the Letter of Credit Issuer.

(g)        A legal opinion of external New York counsel to the Credit Parties in form and substance reasonably acceptable to the Letter of Credit Issuer.

(h)       Evidence of appointment by each Non-U.S. Credit Party of CT Corporation System as its domestic process agent in accordance with Section 8.17.

(i)        The audited Consolidated financial statements of Cameron and its Subsidiaries dated as of December 31, 2010 and unaudited Consolidated financial statements of Cameron and its Subsidiaries dated as of March 31, 2011, June 30, 2011, and September 30, 2011.

(j)         All documents required for the establishment of the Reimbursement Account, executed by the Applicants.

(k)        There shall exist no pending or threatened litigation, request, directive, injunction, stay, order, or proceeding since December 31, 2010 that could reasonably be expected to have a Material Adverse Effect.

(l)         All documentation and other information that the Credit Parties are required by bank regulatory authorities to deliver to the Letter of Credit Issuer under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of  the Patriot Act, that has been identified by the Letter of Credit Issuer and notified to the Credit Parties.

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(m)       Evidence of payment by the Credit Parties of all accrued fees, expenses and disbursements required to be paid by the Credit Parties on the date hereof, including the fees and expenses of counsel to the Letter of Credit Issuer.

(n)       Completion of Cameron’s installation of the Bolero System and therespective trade modules or completion of Cameron’s installation of CitiDirect.

(o)       Such other documents, governmental certificates, conditions, agreements and lien searches as the Letter of Credit Issuer may reasonably request.

Section 3.02. Additional Conditions Precedent to Each Letter of Credit. The obligation of the Letter of Credit Issuer to issue or Modify each Letter of Credit shall be subject to the additional conditions precedent that, on the date of issuance (or Modification) of such Letter of Credit (the “Issuance Date”), the following statements shall be true (and each of the giving of the applicable Notice of Letter of Credit and the acceptance by the applicable Applicant of the issuance (or Modification) of such Letter of Credit shall constitute a representation and warranty by the Applicant that on the Issuance Date, such statements are true):

(a)        The representations and warranties contained in Section 4.01 and the other Credit Documents are true and correct in all material respects as of the Issuance Date (other than those representations and warranties that (A) are subject to a materiality qualifier, which shall be true and correct in all respects, (B) expressly relate solely to a specific earlier date and that remain true and correct in all material respects as of such earlier date), after giving effect to the issuance (or Modification) of such Letter of Credit, as though made on and as of such date.

(b)       No Event of Default or Default has occurred and is continuing, or would result from the issuance (or Modification) of such Letter of Credit.

(c)        No Default (as defined in the JPMorgan Credit Agreement) has occurred and is continuing under the JPMorgan Credit Agreement or would result from the issuance (or Modification) of such Letter of Credit or any deposit of Collateral made in connection therewith, and such Letter of Credit and any such deposit of Collateral, would not be prohibited by the JPMorgan Credit Agreement.

(d)        The relevant Applicant shall have delivered to the Letter of Credit Issuer a Notice of Letter of Credit with respect to such Letter of Credit.

(e)       If such Letter of Credit is to be a Financial Letter of Credit, as determined by the Letter of Credit Issuer in accordance with Section 2.01, Cameron shall have delivered to the Letter of Credit Issuer a certificate of a Responsible Officer of Cameron demonstrating that the Financial Letter of Credit Percentage would not be greater than 10% after giving effect to the issuance (or Modification) of such Financial Letter of Credit, unless otherwise approved by the Letter of Credit Issuer in its sole discretion.

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(f)        If such Letter of Credit is to be a Secured Letter of Credit, as indicated by the Applicant in the relevant Notice of Letter of Credit, (A) there shall be Complete Collateral Compliance after giving effect to the issuance of such Letter of Credit and any deposit of Collateral made pursuant to Section 2.13(b) in connection with such Letter of Credit and (B) there shall be a Collateral Account established and maintained in accordance with this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties. Each of the Credit Parties represents and warrants to the Letter of Credit Issuer as follows:

(a)Existence and Standing. Each of the Credit Parties is a corporation, partnership or limited liability company (or comparable foreign entity) duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing (or foreign equivalent) under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted. Each of the Credit Parties and each of the Restricted Subsidiaries is duly qualified and in good standing (to the extent applicable) as a foreign corporation or other business entity and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to qualify may not reasonably be expected to have a Material Adverse Effect.

(b)Authorization and Validity. Each of the Credit Parties has the power and authority and legal right to execute and deliver the Credit Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Credit Party of the Credit Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate or similar proceedings, and the Credit Documents to which each of the Credit Parties is a party constitute legal, valid and binding obligations of such Credit Party enforceable against each such Credit Party in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

(c)No Conflict; Government Consent. Neither the execution and delivery by each of the Credit Parties of the Credit Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on any Credit Party or any of their respective Restricted Subsidiaries or (ii) any Credit Party’s or any of their Restricted Subsidiaries’ articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which any of the Credit Parties or any of their respective Restricted Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of any Credit Party or a Restricted Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent,adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Credit Parties or any of their Restricted Subsidiaries, is required to be obtained by any Credit Party or any of their Restricted Subsidiaries in connection with the execution and delivery of the Credit Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Credit Documents.

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(d)Financial Statements. The audited Consolidated financial statements for the fiscal year ended December 31, 2012 of Cameron and its Subsidiaries and the quarterly Consolidated unaudited financial statements for the fiscal quarter ended March 31, 2013 of Cameron and its Subsidiaries, in each case heretofore delivered to the Letter of Credit Issuer, were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present in accordance with GAAP the Consolidated financial condition and operations of Cameron and its Subsidiaries at such date and the Consolidated results of their operations for the period then ended.

(e)No Material Adverse Effect. No event or condition has occurred or arisen since December 31, 2010 which could reasonably be expected to have a Material Adverse Effect.

(f)Taxes. Cameron and its Restricted Subsidiaries have filed all United States federal tax returns and all other material tax returns which are required to be filed, whether in the United States or in any foreign jurisdiction, and have paid or provided for the payment of all taxes due pursuant to said returns or pursuant to any assessment received by Cameron or any of its Restricted Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP and as to which no Lien exists. The United States income tax returns of Cameron and its Restricted Subsidiaries have been audited by the Internal Revenue Service (or the applicable statute of limitations has expired) through the years ending December 31, 2006. No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of Cameron and its Restricted Subsidiaries in respect of any taxes or other governmental charges are adequate.

(g)Litigation and Contingent Obligations. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting Cameron or any of its Restricted Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the issuing of any Letter of Credit hereunder. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, Cameron has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 4.01(d).

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(h)Subsidiaries.Schedule 4.01(h)(i) contains an accurate list of all Subsidiaries of Cameron as of the Second Amendment Effective Date, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by Cameron or other Subsidiaries. Schedule 4.01(h)(ii)  contains an accurate list of all Restricted Subsidiaries of Cameron that are Subsidiary Applicants. Each Restricted Subsidiary is a Wholly-Owned Subsidiary, all of the issued and outstanding shares of capital stock of which is owned by Cameron or one of its Wholly-Owned Subsidiaries. All of the issued and outstanding shares of capital stock of each Restricted Subsidiary or other ownership interests of such Restricted Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non assessable, and are free and clear of all Liens. No authorized but unissued or treasury shares of capital stock of any Restricted Subsidiary are subject to any option, warrant, right to call, or commitment of any kind or character. Except as set out on Schedule 4.01(h)(i), no Restricted Subsidiary has any outstanding stock or securities convertible into or exchangeable for any shares of its capital stock, or any right issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to any of its capital stock or any stock or securities convertible into or exchangeable for any of its capital stock other than as expressly set out in the certificate or articles of incorporation or other charter document of Cameron or such Restricted Subsidiary.

(i)ERISA. The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $50,000,000. Neither Cameron nor any other member of the Controlled Group has incurred, or is reasonably expected by Cameron to incur, any withdrawal liability to Multiemployer Plans. Each Plan complies in all material respects with all applicable requirements of law and regulations, no material Reportable Event has occurred with respect to any Plan, neither Cameron nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan.

(j)Accuracy of Information. No information, exhibit or report furnished by Cameron or any of its Restricted Subsidiaries to the Letter of Credit Issuer in connection with the negotiation of, or compliance with, the Credit Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading.

(k)Regulation U. Margin stock (as defined in Regulation U) constitutes less than 25% of the value of those assets of Cameron and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder.

(l)[Reserved].

(m)Compliance With Laws. Cameron and its Restricted Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse Effect.

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(n)Ownership of Properties. Cameron and its Restricted Subsidiaries have good title, free of all Liens other than those permitted by Section 5.17, to all of the respective material Property and assets owned by Cameron and its Restricted Subsidiaries.

(o)Plan Assets; Prohibited Transactions. None of the Credit Parties is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the issuing of any Letter of Credit hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

(p)Environmental Matters. In the ordinary course of its business, the officers of Cameron consider the effect of Environmental Laws on the business of Cameron and its Restricted Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities accruing to Cameron and its Restricted Subsidiaries due to Environmental Laws. On the basis of this consideration, Cameron has concluded that Environmental Laws cannot reasonably be expected to have a Material Adverse Effect. None of Cameron or any of its Restricted Subsidiaries has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non compliance or remedial action is reasonably expected by Cameron to have a Material Adverse Effect.

(q)Investment Company Act. None of Cameron or any of its Restricted Subsidiaries is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

(r)[Reserved].

(s)Foreign Assets Control Regulations, etc.. (i) No Letter of Credit will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(ii)Neither Cameron nor any of its Subsidiaries (A) is, or will become, a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (B) engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any such Person. Cameron and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

(iii)No Letter of Credit will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such act applies to Cameron and its Subsidiaries.

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(t)Obligations Pari Passu. The obligations of each Credit Party arising under this Agreement and the Credit Documents rank pari passu and equal in right of payment with all of the other Indebtedness of such Credit Parties, which is not by its terms secured by any assets of such Credit Party, Collateral Provider or their Restricted Subsidiaries, and which is not subordinate in right of payment to any other Indebtedness of such Credit Party or their Restricted Subsidiaries.

(u)Not a Representative. Each Applicant is acting for itself and for no other Person or entity in requesting the issuance of each Letter of Credit, except to the extent that Cameron is acting as a co-applicant with a Subsidiary Applicant.

(v)Collateral Accounts.Schedule 4.01(v) sets forth each Collateral Account.

ARTICLE V COVENANTS

During the term of this Agreement, unless the Letter of Credit Issuer shall otherwise consent in writing:

Section 5.01. Reporting. Cameron will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Letter of Credit Issuer, except to the extent already furnished to Citibank, N.A., as a Lender under the JPMorgan Credit Agreement:

(a)(i)     On or before the earlier of (A) 90 days after the close of each of its fiscal years and (B) the date on which filing such report with the SEC is required (taking into account any extensions granted by the SEC), an unqualified audit report certified by Ernst & Young, L.L.P., or any other independent certified public accountants reasonably acceptable to the Letter of Credit Issuer, prepared in accordance with GAAP on a consolidated basis for itself and its Subsidiaries, including a balance sheet as of the end of such period, related profit and loss and statement of change of shareholders’ equity, and a statement of cash flows; provided that, if any financial statement referred to in this Section 5.01(a) is readily available on-line through EDGAR as of the date on which such financial statement is required to be delivered hereunder and Cameron shall have notified the Letter of Credit Issuer in its Compliance Certificate that such financial statement is so available, Cameron shall not be obligated to furnish copies of such financial statements. The 90-day period referenced above shall be extended for up to 15 days for any fiscal year as to which Cameron has received an extension from the SEC for the filing of its annual report on SEC Form 10K.

(ii)    On or before 90 days after the close of each of its fiscal years (or, if earlier, the date on which the annual audit is delivered pursuant to clause (i) above), a combined consolidated balance sheet of the Unrestricted Subsidiaries as at the end of such period, related profit and loss and statement of change of shareholders’ equity, and a statement of cash flows, all for the Unrestricted Subsidiaries on a combined consolidated basis and certified by a Responsible Officer of Cameron. The 90-day period referenced above shall be extended for up to 15 days for any fiscal year as to which Cameron has received an extension from the SEC for the filing of its annual report on SEC Form 10K.

(iii)   On or before 270 days after the close of each of its fiscal years, an audit report certified by Ernst & Young, L.L.P., or any other independent certified public accountants reasonably acceptable to the Lenders, of the combined consolidated balance sheet of the Unrestricted Subsidiaries as at the end of such period, related profit and loss and statement of change of shareholders’ equity, and a statement of cash flows, all for the Unrestricted Subsidiaries on a combined consolidated basis. The 270-day period referenced above shall be extended for up to 15 days for any fiscal year as to which Cameron has received an extension from the SEC for the filing of its annual report on SEC Form 10K.

(b)       (i)     On or before the earlier of (A) 45 days after the close of the first three quarterly periods of each of its fiscal years and (B) the date on which filing such report with the SEC is required (taking into account any extensions granted by the SEC), for itself and its Subsidiaries, a consolidated unaudited balance sheet as at the close of each such period and consolidated profit and loss and statement of change of shareholders’ equity and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Responsible Officer of Cameron; provided that, if any financial statement referred to in this Section 5.01(b) is readily available on-line through EDGAR as of the date on which such financial statement is required to be delivered hereunder and Cameron shall have notified the Letter of Credit Issuer in its Compliance Certificate that such financial statement is so available, Cameron shall not be obligated to furnish copies of such financial statements. The 45-day period referenced above shall be extended for up to 15 days for any fiscal quarter as to which Cameron has received an extension from the SEC for the filing of its quarterly report on SEC Form 10Q.

(ii)On or before 45 days after the close of the first three quarterly periods of each of its fiscal years (or, if earlier, the date on which the financial statements are delivered pursuant to clause (i) above), a combined consolidated unaudited balance sheet of the Unrestricted Subsidiaries as at the close of each such period and combined consolidated profit and loss and statement of change of shareholders’ equity and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all for the Unrestricted Subsidiaries on a combined consolidated basis and certified by a Responsible Officer of Cameron. The 45-day period referenced above shall be extended for up to 15 days for any fiscal quarter as to which Cameron has received an extension from the SEC for the filing of its quarterly report on SEC Form 10Q.

(c)        Onor before 45 days after the end of each of its fiscal quarters, and at any other time reasonably requested by the Letter of Credit Issuer, a certificate (each, a “Collateral Certificate”) in substantially the form of Exhibit H computed as of the last Business Day of the immediately preceding quarter signed by a Responsible Officer of Cameron, certifying as to (1) the amount and Approved Currency of each type of Permitted Collateral contained in each Collateral Account, (2) a calculation of the total Collateral Value, (3) the letter of credit number, beneficiary, Face Amount, Approved Currency, and Stated Expiry Date of each Secured Letter of Credit, (4) the letter of credit number, beneficiary, Face Amount, Approved Currency, and Stated Expiry Date of each outstanding Letter of Credit that is required to be secured by Collateral in accordance with Section 2.13(c), Section 2.13(d), or Section 2.13(e), (5) a calculation of the Required Collateral Amount and (6) any other information needed to demonstrate that no Additional Collateral Event has occurred and is continuing.

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(d)       Together with the financial statements required under Sections 5.01(a) and (b), (i) a Compliance Certificate signed by a Responsible Officer of Cameron showing the calculations necessary to determine compliance with this Agreement (unless such calculations have been delivered to Citibank, N.A. as a Lender under the JPMorgan Credit Agreement) and stating that no Event of Default or Default exists, or if any Event of Default or Default exists, stating the nature and status thereof and (ii) management calculations reflecting the effect on the financial statements furnished under Section 5.01(a)(i) or Section 5.01(b)(i), as applicable, of excluding Unrestricted Subsidiaries, in detail reasonably acceptable to the Letter of Credit Issuer.

(e)       As soon as possible and in any event (i) within 30 days after Cameron knows that any Termination Event described in clause (a) of the definition of Termination Event with respect to any Plan has occurred, and (ii) within 10 Business Days after Cameron knows that any other Termination Event with respect to any Plan has occurred, a statement, signed by a Responsible Officer of Cameron, describing such Termination Event and the action which Cameron proposes to take with respect thereto.

(f)        As soon as possible and in any event within 30 days after receipt by Cameron, a copy of (i) any notice or claim to the effect that Cameron or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by Cameron, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (ii) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by Cameron or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to exceed $5,000,000.

(g)       Promptly upon the furnishing thereof to the shareholders of Cameron, copies of all financial statements, reports and proxy statements so furnished.

(h)       Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which Cameron or any of its Restricted Subsidiaries files with the SEC, provided that, if such registration statements and reports are readily available on-line through EDGAR and Cameron shall have notified the Letter of Credit Issuer in writing that such registration statements or reports are so available, Cameron shall not be obligated to furnish copies of such documents.

(i)        Promptly upon any Credit Party becoming aware (other than by a notice from the Letter of Credit Issuer) that an Additional Collateral Event has occurred, such Credit Party shall notify the Letter of Credit Issuer in writing of the Collateral shortfall associated with such Additional Collateral Event and shall provide a Collateral Certificate demonstrating such shortfall.

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(j)         Such other information (including non financial information) as the Letter of Credit Issuer may from time to time reasonably request, including, without limitation, information requested in order for the Letter of Credit Issuer to comply with the USA Patriot Act.

Section 5.02. Use of Proceeds. Cameron will, and will cause each Restricted Subsidiary to, use the Letters of Credit for general corporate purposes related to the business of Cameron, including (in the case of certain international jurisdictions to be approved by the Letter of Credit Issuer) to back-stop Bank Guaranties with Protective Letters of Credit. No Applicant will, nor will it permit any Restricted Subsidiary to, use any of the proceeds of the Letters of Credit to purchase or carry any “margin stock” (as defined in Regulation U). Notwithstanding anything in this Section 5.02 to the contrary, the terms of this Section 5.02 shall not restrict Cameron and its Restricted Subsidiaries from continuing to use the pool of funds treasury management approach that they have used on a consistent basis during the 12 months immediately prior to the Effective Date. No proceeds of any Letter of Credit may be used for the benefit of any Unrestricted Subsidiary.

Section 5.03. Notice of Default. Cameron will, and will cause each Restricted Subsidiary to, give prompt notice in writing to the Letter of Credit Issuer of the occurrence of any Event of Default or Default and of any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect.

Section 5.04. Conduct of Business. Cameron will, and will cause each Restricted Subsidiary to, continue to operate its core business in the oil field service industry and in other reasonably related industries and carry on and conduct its business in substantially the same manner as it is presently conducted and do all things necessary to maintain in full force and effect its legal existence and the requisite rights, franchises and authority material to the conduct of the business of Cameron and its Restricted Subsidiaries taken as a whole; provided that Restricted Subsidiaries may enter into mergers permitted by Section 5.14 and may (other than in the case of Credit Parties or Collateral Providers) be liquidated if such liquidation may not reasonably be expected to have a Material Adverse Effect.

Section 5.05. Taxes. Cameron will, and will cause each Restricted Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those (a) which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP, and (b) where the failure to do so could not (in the aggregate for all such failures) reasonably be expected to have a Material Adverse Effect.

Section 5.06. Insurance. Cameron will, and will cause each Restricted Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and Cameron will furnish to the Letter of Credit Issuer upon request a summary of the insurance carried.

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Section 5.07. Compliance with Laws. Cameron will, and will cause each Restricted Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, the failure to comply with which could reasonably be expected to have a Material Adverse Effect or for which the compliance is being contested in good faith by appropriate proceedings. Cameron will, and will cause each Restricted Subsidiary to, comply with any letter of credit customs or practice now or later applicable to it in connection with any Letter of Credit.

Section 5.08. Maintenance of Properties. Cameron will, and will cause each Restricted Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.09. Inspection. Cameron will, and will cause each Restricted Subsidiary to, permit the Letter of Credit Issuer, by its representatives and agents, to inspect any of the Property, books and financial records of Cameron and each Restricted Subsidiary, to examine and make copies of the books of accounts and other financial records of Cameron and each Restricted Subsidiary, and to discuss the affairs, finances and accounts of Cameron and each Restricted Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Letter of Credit Issuer may designate The Letter of Credit Issuer shall give Cameron three (3) Business Days’ notice of each such inspection, shall schedule such inspections during normal business hours, shall conduct the inspection in a manner that does not unreasonably and materially interfere with the business operations of Cameron and its Restricted Subsidiaries, and if no Event of Default has occurred and is continuing, shall conduct no more than one inspection during each calendar year. When no Event of Default has occurred and is continuing, any such inspection or examination shall be at the Letter of Credit Issuer’s cost and expense. When an Event of Default has occurred and is continuing, any such inspection or examination shall be at Cameron’s cost and expense.

Section 5.10. JPMorgan Credit Agreement . Cameron will promptly provide the Letter of Credit Issuer with a copy of all amendments, waivers and notices delivered by or to Cameron or its Material Subsidiaries under the JPMorgan Credit Agreement, or any refinancing or replacement thereof, if, at the time such amendment, waiver or notice is adopted or given, the Letter of Credit Issuer is no longer a lender under the JPMorgan Credit Agreement or such refinancing or replacement thereof.

Section 5.11. Further Assurances. Each Credit Party shall cure promptly any defects in the execution, delivery, and recordations of the Credit Documents. Each Credit Party hereby authorizes the Letter of Credit Issuer to file any financing statements or other similar documents without the signature of the Credit Party to the extent permitted by applicable law in order to perfect or maintain the perfection of any security interest granted under any of the Credit Documents. Cameron at its expense will, and will cause each other Credit Party, to promptly execute and deliver to the Letter of Credit Issuer upon request all such other documents, agreements and instruments to comply with or accomplish the covenants and agreements of the Credit Party, as the case may be, in the Security Instruments, the Guaranties, and this Agreement, or to further evidence and more fully describe the collateral intended as security for the Letters of Credit, or to correct any omissions in the Security Instruments, or to state more fully the security obligations set out herein or in any of the Security Instruments, or to perfect, protect or preserve any Liens created pursuant to any of the Security Instruments, or to make any recordings or to file any notices or obtain any consents, all as may be necessary or appropriate in connection therewith or to enable the Letter of Credit Issuer to exercise and enforce its rights and remedies with respect to any Collateral or proceeds thereof.

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Section 5.12. [Reserved].

Section 5.13. Indebtedness. Cameron will not permit any Restricted Subsidiary to create, incur or suffer to exist any Indebtedness, except,

(a)    the Obligations;

(b)    Indebtedness of any Restricted Subsidiary to Cameron or any other Restricted Subsidiary;

(c)    Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Restricted Subsidiary and was not incurred in contemplation of or in connection with such Person becoming a Restricted Subsidiary;

(d)    any refunding or refinancing of any Indebtedness referred to in clause (c) above; provided that the amount of such Indebtedness is not increased and the maturity thereof is not extended;

(e)    Indebtedness of any Restricted Subsidiary that has guaranteed the Obligations pursuant to a Subsidiary Guaranty that is an unlimited guaranty of payment and in substantially the form attached as Exhibit F; and

(f)    other Indebtedness in an aggregate principal amount outstanding at any time not exceeding 20% of Consolidated Net Worth at such time.

For purposes of this Section 5.13, Indebtedness of Restricted Subsidiaries shall include Recourse Debt of any Unrestricted Subsidiary to the extent such Indebtedness is recourse to a Restricted Subsidiary.

Section 5.14. Merger. Cameron will not, nor will it permit any Restricted Subsidiary to, merge or consolidate with or into any other Person, except that (a) a Restricted Subsidiary may merge into Cameron or any Restricted Subsidiary of Cameron and (b) Cameron or any Restricted Subsidiary may merge or consolidate with any other Person, so long as immediately thereafter (and after giving effect thereto), (i) no Event of Default or Default exists, (ii) in the case of a merger or a consolidation involving Cameron, Cameron is the continuing or surviving corporation, and (iii) in the case of a merger or a consolidation involving a Credit Party or Collateral Provider other than Cameron, if such Credit Party or Collateral Provider other than Cameron is not the continuing or surviving entity, then the continuing or surviving entity has agreed in writing to assume the obligations of such Credit Party or Collateral Provider under the Credit Documents.

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Section 5.15. Sale of Assets. Neither Cameron nor any Restricted Subsidiary shall, directly or indirectly, in one transaction or a series of transactions, sell, transfer, or otherwise dispose of all or substantially all of the assets of Cameron and its Restricted Subsidiaries, taken as a whole.

Section 5.16. [Reserved].

Section 5.17. Liens. Cameron will not, nor will it permit any Restricted Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property of Cameron or any of its Restricted Subsidiaries, except:

(a)    Liens securing the Obligations;

(b)   Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(c)     Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books;

(d)    Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(e)    Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the value of the same or interfere with the use thereof in the business of any Credit Party or its Restricted Subsidiaries;

(f)     Liens existing on the date hereof and described in Schedule 5.17;

(g)    Liens in the form of cash collateral in an aggregate outstanding amount up to $350,000,000, minus the Dollar Equivalent of the Collateral Value, securing the obligations of any Person in respect of commercial letters of credit, standby letters of credit, and bank guaranties, in each case, which support performance obligations;

(h)    Liens in the form of deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, and other obligations of a like nature;

(i)     Judgment Liens in respect of judgments that do not constitute a Default under Section 7.01(j);

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(j)     Banker’s Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions;

(k)     Liens existing on any Property prior to the acquisition thereof by Cameron or any Restricted Subsidiary or existing on any Property of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, and (ii) such Lien shall not apply to any other Property of Cameron or any other Restricted Subsidiary;

(l)     Liens on the equity interests of Unrestricted Subsidiaries securing obligations of any Unrestricted Subsidiaries; and

(m)   Liens other than those permitted by subsections (a) through (l) above securing Indebtedness or other obligations not at any time exceeding in the aggregate 10% of Consolidated Net Worth.

Section 5.18. Affiliates. Cameron will not, and will not permit any Restricted Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (a) pursuant to the reasonable requirements of Cameron’s or such Restricted Subsidiary’s business and upon fair and reasonable terms no less favorable to Cameron or such Restricted Subsidiary than Cameron or such Restricted Subsidiary would obtain in a comparable arms length transaction, (b) transactions between and among Cameron and its Restricted Subsidiaries and (c) transactions entered into with Unrestricted Subsidiaries on terms and conditions, taken as a whole, that are fair and reasonable to Cameron and the Restricted Subsidiaries, taking into account the totality of the relationship between Cameron and the Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other (it being understood that the provision of services at cost shall be considered fair and reasonable).

Section 5.19. Environmental Matters. Cameron will, and will cause each Restricted Subsidiary to, (a) conduct its business so as to comply with all applicable material Environmental Laws and shall promptly take corrective action to remedy any non-compliance with any applicable material Environmental Law, except where failure to comply or take action could not reasonably be expected to have a Material Adverse Effect and (b) establish and maintain a management system designed to ensure compliance with applicable material Environmental Laws and minimize financial and other risks to Cameron and each Restricted Subsidiary arising under applicable material Environmental Laws or as the result of environmentally related injuries to Persons or Property.

Section 5.20. Restrictions on Restricted Subsidiary Payments. Cameron shall not, nor shall it permit any Restricted Subsidiary to, enter into any indenture, agreement, instrument or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon the ability of any Material Subsidiary to (a) pay dividends or make other distributions on its capital stock, (b) make loans or advances to Cameron, or (c) repay loans or advances from Cameron; provided that the foregoing limitations shall not apply to prohibitions or restrictions (i) that were existing at the time such Restricted Subsidiary was acquired by Cameron or any Restricted Subsidiary, were not created in contemplation of such acquisition, and are applicable only to such acquired Person and the Property and/or equity interests of such Person or (ii) contained in any agreement relating to the disposition of a Restricted Subsidiary, restricting such payments and advances by such Restricted Subsidiary pending its disposition.

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Section 5.21. ERISA Compliance. With respect to any Plan, neither Cameron nor any Subsidiary shall (a) fail to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (b) permit the occurrence of any Termination Event which could result in a liability of any Credit Party or any other member of the Controlled Group in excess of $25,000,000; (c) become an “employer” (as such term is defined in Section 3(5) of ERISA) required to contribute to any Multiemployer Plan or a “substantial employer” (as such term in defined in Section 4001(a)(2) of ERISA) required to contribute to any Multiemployer Plan under circumstances such that withdrawal from such Multiemployer Plan could reasonably be expected to have a Material Adverse Effect or a material adverse effect on Cameron or its ability to perform its obligations under this Agreement or any other material Credit Document; or (d) permit the establishment or amendment of any Plan or fail to comply with the applicable provisions of ERISA and the Code with respect to any Plan, in each case, which could result in liability of any Credit Party or any other member of a Controlled Group which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.22. Total Debt to Total Capitalization Ratio. Cameron, on a consolidated basis with the Restricted Subsidiaries, shall not permit the ratio of Total Debt to Total Capitalization to be greater than 60% at any time.

Section 5.23. Removal of Collateral. No Credit Party shall withdraw or remove any Collateral from any Collateral Account except pursuant to Section 2.13(h).

ARTICLE VI

COLLATERAL ACCOUNTS

Section 6.01. Generally. All assets from time to time held in each Collateral Account shall be subject to the Lien of the Letter of Credit Issuer and shall constitute collateral for the payment of the Obligations. The deposit of amounts into a Collateral Account shall not in and of itself constitute payment of the Obligations.

Section 6.02. Control over Accounts. The Letter of Credit Issuer shall have control over each Collateral Account at all times pursuant to an Account Control Agreement. The Letter of Credit Issuer may only exercise its right to withdraw assets from a Collateral Account in accordance with Section 7.02.

Section 6.03. Changes to Collateral Accounts. Cameron may amend Schedule 4.01(v) to designate additional deposit and securities accounts as Collateral Accounts at any time; provided that:

(a)         the Letter of Credit Issuer has approved in writing the institution at which any such Collateral Account is held (such approval not to be unreasonably withheld or delayed);

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(b)       each Collateral Account must be held in the name of (i) a Collateral Provider that is a party to the Security Agreement (and any other agreement, instrument or document necessary or desirable to create or perfect an Acceptable Security Interest in such Collateral Account) or (ii) the Letter of Credit Issuer;

(c)        Cameron has provided or caused to be provided to the Letter of Credit Issuer such additional documentation as the Letter of Credit Issuer reasonably requests in connection therewith, including but not limited to an Account Control Agreement, other Security Instruments, a Collateral Provider Guaranty, legal opinions, financing statements, a Collateral Certificate dated as of the date such Collateral Account is designated, and a revised Schedule 4.01(v).

Upon the completion of the foregoing, Schedule 4.01(v) shall be deemed amended and restated by such revised Schedule 4.01(v).

Section 6.04. Fees and Expenses Related to Collateral Accounts. Cameron agrees to (a) pay to each Account Institution all fees, costs, and expenses as may be separately agreed to by Cameron and the relevant Account Institution, as applicable, and (b) reimburse the Letter of Credit Issuer for any such fees, costs, or expenses that the Letter of Credit Issuer has paid on behalf of any Credit Party or Collateral Provider.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.01. Events of Default. The occurrence of any one or more of the following events shall constitute an Event of Default:

(a)           Any representation or warranty made or deemed made by or on behalf of Cameron or any Material Subsidiary to the Letter of Credit Issuer under or in connection with this Agreement, any issuance of a Letter of Credit, or any certificate or information delivered in connection with this Agreement or any other Credit Document shall be materially false on the date such representation or warranty is made or deemed made.

(b)           Nonpayment of

(i)principal of any Reimbursement Obligation or Demand Loan when due and payable in accordance with Section 2.03,

(ii)any amount required to be delivered as Collateral when due and payable in accordance with Section 2.13 or Section 7.02 or

(iii)interest upon any Demand Loan or Reimbursement Obligation or any Commitment Fee, Issuance Fee or any other obligations under Section 2.03 or any of the Credit Documents within five days after the same becomes due.

(c)           The breach by any of the Credit Parties of any of the terms or provisions of Sections 5.02, 5.03 (to the extent relating to the notice of a Default or an Event of Default), and 5.10 through 5.23, inclusive.

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(d)           The breach by any of the Credit Parties or Collateral Providers (other than a breach which constitutes an Event of Default under another Section of this Article VI) of any of the terms or provisions of this Agreement or any other Credit Document which is not remedied within 30 days after written notice from the Letter of Credit Issuer.

(e)            Failure of Cameron or any Material Subsidiary to pay when due any Indebtedness aggregating in excess of $75,000,000 (“Material Indebtedness”); or the default by Cameron or any Material Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event or condition is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of Cameron or any Material Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or Cameron or any Material Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due; or the occurrence of any “Default” under and as defined in the JPMorgan Credit Agreement; provided that this Section 7.01(e) shall not apply to (a) a voluntary sale or disposition of any Property or asset that secures Material Indebtedness if such Material Indebtedness (or any portion thereof that becomes due as a result of such sale or disposition) is promptly paid and (b) any event or condition that causes, or permits the holder or such holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity, or declares such Material Indebtedness to be due and payable or required to be prepaid or repurchased prior to the stated maturity thereof, if such event or condition is in the nature of a mandatory prepayment requirement for asset sales, debt incurrences, equity issuances, excess cash flow, insurance proceeds, or extraordinary receipts.

(f)            Cameron or any Material Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying, or file an answer admitting, the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set out in this Section 7.01(f) or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.01(g).

(g)           Without the application, approval or consent of Cameron or any MateriaSubsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for Cameron or any Material Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.01(f)(iv) shall be instituted against Cameron or any Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.

(h) Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Cameron and its Material Subsidiaries which, when taken together with all other Property of Cameron and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve month period ending with the month in which any such action occurs, constitutes a Substantial Portion.

(i) Cameron or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 (or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.

(j) The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $50,000,000 or any Reportable Event that could reasonably be expected to have a Material Adverse Effect shall occur in connection with any Plan.

(k) Cameron or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by Cameron or any other member of the Controlled Group as Withdrawal Liability (determined as of the date of such notification), exceeds $25,000,000 or requires payments exceeding $10,000,000 per annum.

(l) Cameron or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of any Credit Party and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000.

(m) Cameron or any of its Restricted Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by Cameron, any of its Restricted Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect.

(n) Any Change in Control shall occur.

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(o)           The Letter of Credit Issuer shall fail to have an Acceptable Security nterest in any material portion of the Collateral, or any Security Instrument at any time for any reason (i) ceases to create the Lien on the Collateral or on the Collateral Accounts purported to be subject to such agreements in accordance with the terms of such agreements, or (ii) ceases to be in full force and effect, or (iii) is contested by any Credit Party or Collateral Provider.

Section 7.02. Remedies.

(a)            If any Event of Default described in Section 7.01(f) or Section 7.01(g) ccurs with respect to any Credit Party, (i) the obligation and commitment of the Letter of Credit Issuer to issue Letters of Credit shall automatically terminate without presentment, demand, protest or notice of any kind, all of which each of the Credit Parties hereby expressly waives, (ii) the Obligations shall immediately become due and payable without any election or action on the part of the Letter of Credit Issuer and without presentment, demand, protest or notice of any kind, all of which each of the Credit Parties hereby expressly waives, (iii) the Letter of Credit Issuer may withdraw Collateral and any proceeds thereof from each Collateral Account in an amount sufficient to satisfy the payment of the Obligations that are then due and payable and (iv) the Credit Parties will be and become thereby unconditionally obligated, without any further notice, act or demand, to deposit, or cause to be deposited, Collateral into a Collateral Account, such that the Collateral Value in the Collateral Accounts equals or exceeds, in the aggregate, an amount equal to 105% of the then aggregate Letter of Credit Liabilities with respect to each outstanding Letter of Credit in the currency in which such Letter of Credit is denominated (such additional amount of required Collateral, the “Section 7.02(a) Collateral”).

(b)            If any Event of Default other than an Event of Default under Section .01(f) or Section 7.01(g) exists and is continuing, the Letter of Credit Issuer may (i) terminate or suspend the obligation and commitment of the Letter of Credit Issuer to issue Letters of Credit, without presentment, demand, protest or notice of any kind, all of which each of the Credit Parties hereby expressly waives, (ii) declare the Obligations to be due and payable, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each of the Credit Parties hereby expressly waives, (iii) withdraw Collateral and any proceeds thereof from each Collateral Account in an amount sufficient to satisfy the payment of the Obligations that are then due and payable, and (iv) upon notice to Cameron and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Credit Parties to, and the Credit Parties will, forthwith upon demand (and without any further notice or act), deposit, or cause to be deposited, Collateral into a Collateral Account, such that the Collateral Value in the Collateral Accounts equals or exceeds, in the aggregate, an amount equal to 105% of the then aggregate Letter of Credit Liabilities with respect to each outstanding Letter of Credit in the currency in which such Letter of Credit is denominated (such additional amount of required Collateral, the “Section 7.02(b) Collateral” and, together with the Section 7.02(a) Collateral, the “Section 7.02 Collateral”).

Section 7.03. Application of Amounts Received Following the Occurrence of an Event of Default. Upon the occurrence and during the continuation of any Event of Default, any amounts received by the Letter of Credit Issuer from any Credit Party or Collateral Provider, or pursuant to its rights or remedies under any Security Instrument, shall be applied to the Obligations in the following order of priority:

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(a)first, to the payment of any and all out-of-pocket costs and expenses of the Letter of Credit Issuer, as provided by this Agreement or by any other Credit Document, incurred in connection with the collection of such payment or in respect of the enforcement of any rights of the Letter of Credit Issuer under this Agreement or any other Credit Document, until all such fees, costs and expenses have been paid in full;

(b)second, to the payment of any due and unpaid fees to the Letter of Credit Issuer as provided by this Agreement or any other Credit Document, until all such fees have been paid in full;

(c)third, to the payment of accrued and unpaid interest on the Reimbursement Obligations and Demand Loans to the date of such application, until all such accrued and unpaid interest has been paid in full;

(d)fourth, (i) to the payment of principal on all Reimbursement Obligations and Demand Loans, until all such principal has been paid in full, and (ii) to the extent any Letter of Credit Liabilities have not been fully cash collateralized pursuant to Section 2.13 or Section 7.02 hereof, to the cash collateralization of such Letter of Credit Liabilities. With respect to Obligations that are not then payable, any amount reserved pursuant to this Section 7.03 shall be deposited into a Collateral Account until such time or times as such Obligations become payable or are terminated; and after such payment or notice, any surplus reserved amount, to the extent not applied to such Obligations, shall be available for distribution in accordance with the priority established in this Section 7.03;

(e)fifth; to the payment of any other outstanding Obligations then due and payable until all such Obligations have been paid in full; and

(f)sixth, any surplus of such amounts remaining after payment in full in cash of all the Obligations and the termination or cash collateralization of all Letters of Credit and the termination in full of the Commitment, shall be paid over to Cameron, or whomever may be lawfully entitled to receive such surplus, in a commercially reasonable time, provided that the Letter of Credit Issuer shall not be liable for any interest, cost or expense in connection with any delay in delivering such proceeds to Cameron or other Person.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Amendments, Etc. No amendment or waiver of any provision of any Credit Document (other than the Account Control Agreements), nor consent to any departure by the Credit Parties therefrom, shall in any event be effective unless the same shall be in writing and signed by Citibank, N.A. and Cameron, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Each Account Control Agreement may be amended only in accordance with the terms thereof.

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Section 8.02. Notices, Etc. (a) Except as otherwise provided in this Section 8.02, all notices and other communications provided for hereunder (other than a Notice of Letter of Credit or a notice of a Request to Withdraw Collateral) shall be in writing (including telecopier communication) and mailed, telecopied, or delivered, if to a Credit Party, at Cameron’s address or telecopier number set forth below:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention: William Lemmer

Telecopier No.: 713-513-3499

Email address: William.lemmer@c-a-m.com

With a copy to:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention: Keith Jennings

Telecopier No.: 713-513-3355

Email address: Keith.Jennings@c-a-m.com

if to the Letter of Credit Issuer, at its address or telecopier number set forth below:

Citibank, N.A.

1615 Brett Road OPS III

New Castle, DE 19720

Attention: Lorie Paulin

Telecopier No.: 212-994-0961

Email address: lorie.paulin@citi.com

With copies to:

Citibank, N.A.

388 Greenwich Street, 34th Floor

New York, NY 10013

Attention: Robert Malleck

Telephone: (212) 816-5435

Facsimile: (646) 192-1688

Email: robert.malleck@citi.com

Citi Global Energy

811 Main Street, Suite 4000

Houston TX 77002

Attention: Nannette N. Dockal

Telephone:713-821-4737

Facsimile :713-481-0245

Email: nannette.n.dockal@citi.com

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or, as to any Credit Party or the Letter of Credit Issuer, at such other address as shall be designated by such party in a written notice to the other party.

(b)        All such notices and communications shall be effective, if mailed, five Business Days after deposit in the mails; if sent by overnight courier, one Business Day after delivery to the courier company; and if sent by telecopier, when received by the receiving telecopier equipment, respectively; provided that notices and communications to the Letter of Credit Issuer shall not be effective until received by the Letter of Credit Issuer during normal business hours and in no event, shall a voice mail message be effective notice, communication or confirmation hereunder.

(c)        Each Credit Party hereby agrees that it will provide to the Letter of Credit Issuer all information, documents and other materials that it is obligated to furnish to the Letter of Credit Issuer pursuant to the Credit Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new Letter of Credit or any Modification of any Letter of Credit, (ii) relates to the termination or reduction of any Commitment under this Agreement, (iii) provides notice of any Default or Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Letter of Credit or Modification of any Letter of Credit hereunder, (iv) provides notice of a new Subsidiary Applicant or (v) is a Request to Withdraw Collateral (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Letter of Credit Issuer to oploanswebadmin@citigroup.com. In addition, each Credit Party agrees to continue to provide the Communications to the Letter of Credit Issuer in the manner specified in the Credit Documents, but only to the extent requested by the Letter of Credit Issuer. The Letter of Credit Issuer agrees that the receipt of the Communications by the Letter of Credit Issuer at its email address set forth above during its normal business hours shall constitute effective delivery of the Communications to the Letter of Credit Issuer for purposes of the Credit Documents.

(d)        Each Credit Party hereby agrees that it will provide to the Letter of Credit Issuer notice of any Notice of Letter of Credit or any of the information requested by the Letter of Credit Issuer (all such communications being referred to herein collectively as the “Electronic Communications”), by transmitting the Electronic Communications, in an electronic format under the Bolero System or the CitiDirect Electronic Platform (or, prior to the completion of the installation of the Bolero System or the CitiDirect Electronic Platform, and thereafter if requested by the Letter of Credit Issuer, in accordance with Section 8.02(a)).

(e)        Each Credit Party hereby agrees that it will send any Request to Withdraw Collateral to the Letter of Credit Issuer at its address or telecopier number set forth below.

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Citi Global Energy

811 Main Street, Suite 4000

Houston TX 77002

Attention: Nannette N. Dockal

Telephone:713-821-4737

Facsimile :713-481-0245

Email: nannette.n.dockal@citi.com

With copies to:

Citibank, N.A.

388 Greenwich Street, 34th Floor

New York, NY 10013

Attention: Robert Malleck

Telephone: (212) 816-5435

Facsimile: (646) 192-1688

Email: robert.malleck@citi.com

EACH OF THE CITIDIRECT ELECTRONIC PLATFORM AND BOLERO SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE LETTER OF CREDIT ISSUER DOES NOT WARRANT THE ADEQUACY OF THE CITIDIRECT ELECTRONIC PLATFORM OR THE BOLERO SYSTEM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY ELECTRONIC COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE LETTER OF CREDIT ISSUER IN CONNECTION WITH THE ELECTRONIC COMMUNICATIONS, THE BOLERO SYSTEM OR THE CITIDIRECT ELECTRONIC PLATFORM. IN NO EVENT SHALL THE LETTER OF CREDIT ISSUER OR ANY OF ITS AFFILIATES OR ANY OF ITS OR ITS AFFILIATES’ OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “LETTER OF CREDIT ISSUER PARTIES”) HAVE ANY LIABILITY TO ANY PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE TRANSMISSION BY ANY LETTER OF CREDIT ISSUER PARTIES OR ANY OTHER PERSON OF ELECTRONIC COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY LETTER OF CREDIT ISSUER PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH LETTER OF CREDIT ISSUER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(f)             Nothing herein shall prejudice the right of the Credit Parties or the Letter of Credit Issuer to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.

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Section 8.03. No Waiver; Remedies. No failure on the part of the Letter of Credit Issuer to exercise, and no delay in exercising, any right under any Credit Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies provided in the Credit Documents are cumulative and not exclusive of any remedies provided by law.

Section 8.04. Costs, Expenses; Indemnity; Limitation of Liability. (a) Each Credit Party agrees to pay, upon demand by the Letter of Credit Issuer, (i) all reasonable costs and expenses incurred by the Letter of Credit Issuer or any of its Affiliates in connection with any Letter of Credit and the preparation, execution, delivery, administration, modification and amendment of the Credit Documents and the other documents to be delivered under the Credit Documents, due diligence in connection with the Credit Documents, including the reasonable fees and out-of-pocket expenses of counsel for the Letter of Credit Issuer with respect to preparation, execution, delivery and administration of the Credit Documents and the satisfaction of the matters referred to in Section 3.01, and (ii) all legal and other costs and expenses of the Letter of Credit Issuer incurred during the existence of an Event of Default in connection with the enforcement or protection of its rights with respect to the Credit Documents and the other documents to be delivered under the Credit Documents or incurred in connection with any workout, restructuring or bankruptcy (whether through negotiations, legal proceedings or otherwise).

(b)           Each Credit Party hereby indemnifies and holds harmless the Letter of Credit Issuer and each of its directors, officers, employees and attorneys (collectively, “Indemnified Parties”) from and against any and all expenses, losses, claims, damages, liabilities and expenses (including reasonable fees and disbursements of counsel and claims, damages, losses, liabilities and expenses related to environmental matters) (collectively, “Losses”) for which any of them may become liable or which may be incurred by or asserted against an Indemnified Party, in each case arising out of, related to or in connection with (i) any Letter of Credit or any pre-advice of its issuance, (ii) any transaction in which any proceeds of all or any part of the Letters of Credit are applied, (iii) breach by any Credit Party or Collateral Provider of any Credit Document, (iv) violation by any Credit Party or Collateral Provider of any Environmental Law or any other law, rule, regulation or order, (v) any investigation, litigation, or proceeding, whether or not any Indemnified Party is a party thereto, arising out of or related to or in connection with any of the foregoing or any Letter of Credit or any Credit Document, including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of or honoring a presentation under any Letter of Credit, (vi) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Party in connection with any Letter of Credit, (vii) any independent undertaking issued by the beneficiary of any Letter of Credit, (viii) any unauthorized Notice of Letter of Credit or Letter of Credit or error in computer transmission, (ix) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated, (x) any third person seeking to enforce the rights of a Credit Party, Collateral Provider, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document, (xi) the fraud, forgery or illegal action of parties other than the Indemnified Party, (xii) the enforcement of this Agreement or any other Credit Document or any rights or remedies under or in connection with this Agreement or any Credit Document, (xiii) the Letter of Credit Issuer’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation, or (xiv) the acts or omission, whether rightful or wrongful, of any present or future de jure or de facto  Governmental Authority or cause or event which is beyond the control of such Indemnified Party; in each case EXPRESSLY INCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY AS DETERMINED PURSUANT TO A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 8.04(B), BE INDEMNIFIED FOR ITS OWN ORDINARY NEGLIGENCE. The Letter of Credit Issuer will provide Cameron prompt notice of any matter (other than matters solely among Indemnified Parties) as to which indemnification pursuant to this Section 8.04(b) is claimed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give Cameron written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding.

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(c)           Nothing in this Agreement or any other Credit Document, expressed or implied, is intended or shall be so construed as to impose upon the Letter of Credit Issuer any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein. The liability of the Letter of Credit Issuer (or any other Indemnified Party) under, in connection with, or arising out of this Agreement or any Letter of Credit (or any pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to any direct damages suffered by the Credit Parties that are determined by a court of competent jurisdiction in a final, non-appealable judgment to have been caused directly by the Letter of Credit Issuer’s gross negligence or willful misconduct. In no event shall the Letter of Credit Issuer be deemed to have failed to act with due diligence or reasonable care if the Letter of Credit Issuer’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. If a Letter of Credit is to be governed by a law other than that of the State of New York, the Letter of Credit Issuer shall not be liable for any Losses resulting from any act or omission by the Letter of Credit Issuer in accord with the UCP or the ISP, as applicable, and each Credit Party shall indemnify the Letter of Credit Issuer for all such Losses. The Credit Party’s aggregate remedies against the Letter of Credit Issuer and any Indemnified Party for wrongfully honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Credit Parties to the Letter of Credit Issuer in respect of the honored presentation in respect of such Letter of Credit, plus interest. Notwithstanding anything to the contrary herein, the Letter of Credit Issuer and the other Indemnified Parties shall not, under any circumstances whatsoever, be liable for any punitive, consequential, indirect or special damages or losses regardless of whether the Letter of Credit Issuer or any Indemnified Party shall have been advised of the possibility thereof or of the form of action in which such damages or losses may be claimed. The Credit Parties shall take commercially reasonable actions to avoid and mitigate the amount of any damages claimed against the Letter of Credit Issuer or any Indemnified Party.

(d)           Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of the Credit Parties contained in this Section 8.04 shall survive the payment in full of all Obligations.

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Section 8.05. Right of Set-Off. The Letter of Credit Issuer is hereby authorized at any time and from time to time during the existence of an Event of Default, to the fullest extent permitted by law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Letter of Credit Issuer to or for the credit or the account of any Credit Party or Collateral Provider against any and all of the obligations of any Credit Party or Collateral Provider now or hereafter existing under any Credit Document, irrespective of whether or not the Letter of Credit Issuer shall have made any demand under any Credit Document and although such obligations may be unmatured or not yet payable. The Letter of Credit Issuer agrees promptly to notify such Credit Party or Collateral Provider after any such set-off and application made by the Letter of Credit Issuer, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Letter of Credit Issuer under this Section are in addition to other rights and remedies (including other rights of set-off) which the Letter of Credit Issuer may have, including, without limitation, the right to set-off against the Reimbursement Account pursuant to Section 2.03 and the right to set-off against each Collateral Account pursuant to Section 7.02. Notwithstanding anything to the contrary in this Section 8.05, the right to set-off with respect to Cameron Lux V shall be limited to the right to set-off against the Collateral Accounts of Cameron Lux V.

Section 8.06. Assignments. (a) The Letter of Credit Issuer may, in accordance with applicable law, assign to one or more entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Reimbursement Obligations owing to it); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement in respect of its Commitment and the Letter of Credit Liabilities held by the assigning Letter of Credit Issuer pursuant to Section 2.01, (ii) except in the case of an assignment of all of the Letter of Credit Issuer’s rights and obligations under this Agreement, the Commitment of the Letter of Credit Issuer and the Reimbursement Obligations owing to it being assigned pursuant to each such assignment (determined as of the effective date of such assignment) shall in no event be less than the Dollar Equivalent of $5,000,000 and shall be in an integral multiple of the Dollar Equivalent of $1,000,000, and (iii) each such assignment shall be to an Eligible Assignee. Upon the effective date of such assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment, have the rights and obligations of a Letter of Credit Issuer hereunder and (y) the Letter of Credit Issuer assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment covering all of an assigning Letter of Credit Issuer’s rights and obligations under this Agreement, such Letter of Credit Issuer shall cease to be a party hereto except that the rights under Sections 2.05, 2.06, 2.09 and 8.04 of such Letter of Credit Issuer shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto).

(b)           Notwithstanding any other provision set forth in this Agreement, the Letter of Credit Issuer may at any time create a security interest in all or any portion of its rights under this Agreement (including the Reimbursement Obligations owing to it), including a security interest in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board.

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Section 8.07. Governing Law; Entire Agreement. This Agreement and the other Credit Documents shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflicts of law rules (other than Section 5-1401 of the New York General Obligations Law). Letters of Credit may be subject to the UCP or the ISP, at the Letter of Credit Issuer’s option. This Agreement and the other Credit Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 8.08. Interest. It is the intention of the parties hereto that the Letter of Credit Issuer shall conform strictly to usury laws applicable to it, if any. Accordingly, if the transactions with the Letter of Credit Issuer contemplated hereby would be usurious under applicable law, if any, then, in that event, notwithstanding anything to the contrary in any Credit Document, it is agreed as follows: (a) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received by the Letter of Credit Issuer under any Credit Document shall under no circumstances exceed the maximum amount allowed by such applicable law and any excess shall be cancelled automatically and, if theretofore paid, shall at the option of the Letter of Credit Issuer, be applied on the principal amount of the obligations owed to the Letter of Credit Issuer by the Credit Parties and Collateral Providers or refunded by the Letter of Credit Issuer to the Credit Parties and Collateral Providers, and (b) in the event that any obligation payable to the Letter of Credit Issuer is accelerated, then such consideration that constitutes interest under law applicable to the Letter of Credit Issuer may never include more than the maximum amount allowed by such applicable law and excess interest, if any, to the Letter of Credit Issuer provided for in any Credit Document or otherwise shall be cancelled automatically as of the date of such acceleration and, if theretofore paid, shall, at the option of the Letter of Credit Issuer be credited by the Letter of Credit Issuer on the principal amount of the obligations owed to it by the Credit Parties and Collateral Providers or refunded by the Letter of Credit Issuer to the Credit Parties and Collateral Providers.

Section 8.09. Confidentiality. The Letter of Credit Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed:

(a)            to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential);

(b)            to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners);

(c)            to the extent required by applicable laws or regulations or by any subpoena or similar legal process;

(d)            to any other party hereto;

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(e)            in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder;

(f)            subject to an agreement containing provisions substantially the same as those of this Section 8.09, (i) to any assignee of, or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) to any actual or prospective counterparty to any swap, derivative or other transaction under which payments are to be made by reference to the Credit Parties and their obligations, this Agreement or payments hereunder (but only to the extent such counterparty is a commercial bank, financial institution or is otherwise reasonably acceptable to Cameron), (iii) any rating agency, or (iv) to the CUSIP Service Bureau or any similar organization;

(g)            with the consent of Cameron; or

(h)            to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 8.09 or (y) becomes available to the Letter of Credit Issuer on a nonconfidential basis from a source other than Cameron or its Affiliates, excluding any Information from a source which, to the actual knowledge of the Letter of Credit Issuer receiving such Information, has been disclosed by such source in violation of a duty of confidentiality to Cameron.

For purposes of this Section 8.09, “Information” means all information received from Cameron or any of its Subsidiaries relating to Cameron or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Letter of Credit Issuer on a nonconfidential basis prior to disclosure by Cameron or any of its Subsidiaries, excluding any Information from a source which, to the actual knowledge of the Letter of Credit Issuer, has been disclosed by such source in violation of a duty of confidentiality to Cameron. Any Person required to maintain the confidentiality of Information as provided in this Section  8.09 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of the Letter of Credit Issuer contained in this Section 8.09 shall survive the payment in full of all Obligations.

Section 8.10. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.11. Domicile of Loans. The Letter of Credit Issuer may transfer and carry its loans at, to or for the account of any office, Subsidiary or Affiliate of the Letter of Credit Issuer provided that the Letter of Credit Issuer shall not be relieved of its obligations as a result thereof.

Section 8.12. Binding Effect. This Agreement shall become effective when it shall have been executed by the Applicants and the Letter of Credit Issuer and thereafter shall be binding upon and inure to the benefit of and be enforceable by the Applicants and the Letter of Credit Issuer and their respective successors and assigns, except that the Applicants shall not have the right to assign their respective rights hereunder or any interest herein without the prior written consent of Citibank, N.A.

Section 8.13. WAIVER OF JURY TRIAL. THE CREDIT PARTIES AND THE LETTER OF CREDIT ISSUER HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE NOTES, ANY LETTER OF CREDIT, ANY OTHER CREDIT DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.14. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Credit Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 8.15. FORUM SELECTION AND CONSENT TO JURISDICTION. THE CREDIT PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING BROUGHT BY THE LETTER OF CREDIT ISSUER ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH CREDIT PARTY HEREBY AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH CREDIT PARTY AGREES THAT ANY ACTION OR PROCEEDING BROUGHT BY CAMERON OR ANY OF ITS SUBSIDIARIES AGAINST THE LETTER OF CREDIT ISSUER OR ITS AFFILIATES ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF. NOTHING IN THIS AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LETTER OF CREDIT ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN ANY COURT OF COMPETENT JURISDICTION, INCLUDING THE JURISDICTIONS OF INCORPORATION OF ANY CREDIT PARTY NOT INCORPORATED IN THE UNITED STATES.

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THE CREDIT PARTIES IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN ACCORDANCE WITH SECTION 8.02. THE CREDIT PARTIES HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE CREDIT PARTIES HAVE OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE CREDIT DOCUMENTS.

Section 8.16. DAMAGES. EACH OF THE CREDIT PARTIES AND THE LETTER OF CREDIT ISSUER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY ACTION OR PROCEEDING REFERRED TO IN SECTION 8.15 ANY EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES; PROVIDED THAT NOTHING HEREIN SHALL CONSTITUTE A WAIVER BY THE LETTER OF CREDIT ISSUER OF ANY RIGHT TO RECEIVE FULL PAYMENT OF ALL OBLIGATIONS.

Section 8.17. Appointment of Process Agent. Each Non-U.S. Credit Party hereby irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the Effective Date at 111 Eighth Avenue, New York, NY 10011, as its agent to receive on behalf of it and its properties service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing by certified mail a copy of such process to the applicable Non-U.S. Credit Party, in care of the Process Agent at the Process Agent’s above address, with a copy to Cameron, at its address specified herein, and each Non-U.S. Credit Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Non-U.S. Credit Party also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to it at its address specified herein. Each Non-U.S. Credit Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the right of the Letter of Credit Issuer to serve legal process in any other manner permitted by applicable law or affect the right of the Letter of Credit Issuer to bring any suit, action or proceeding against each Non-U.S. Credit Party or its property in the courts of other jurisdictions.

Section 8.18. Patriot Act Notice. The Letter of Credit Issuer hereby notifies the Credit Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of the Credit Parties and other information that will allow the Letter of Credit Issuer to identify the Credit Parties in accordance with the Patriot Act. Cameron shall, and shall cause each of its Affiliates to, provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Letter of Credit Issuer in order to assist the Letter of Credit Issuer in maintaining compliance with the Patriot Act.

Section 8.19. Survival of Agreements, Representations and Warranties, Etc. All warranties, representations and covenants made in or in connection with any Credit Document shall be considered to have been relied upon by the Letter of Credit Issuer and shall survive the issuance of any Letter of Credit regardless of any investigation. In addition, the confidentiality provisions contained in Section 8.09 shall survive the termination of this Agreement.

Section 8.20. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Letter of Credit Issuer could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Credit Party in respect of any such sum due from it to the Letter of Credit Issuer hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Letter of Credit Issuer of any sum adjudged to be so due in the Judgment Currency, the Letter of Credit Issuer may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Letter of Credit Issuer from the Credit Parties in the Agreement Currency, Cameron agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Letter of Credit Issuer or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Letter of Credit Issuer in such currency, the Letter of Credit Issuer agrees to return the amount of any excess to Cameron (or to any other Person who may be entitled thereto under applicable law).

Section 8.21. Currency Conversion. All payments of Obligations under this Agreement or any other Credit Document shall be made in Dollars, except for Letter of Credit Liabilities with respect to Letters of Credit issued in any Approved Currency other than Dollars, which shall be repaid, including interest thereon, in such other Approved Currency. If any payment of any Obligation, whether through payment by any Credit Party or the proceeds of any Collateral, shall be made in a currency other than an Approved Currency, such amount shall be converted into an Approved Currency at the rate determined by the Letter of Credit Issuer as the rate quoted by it in accordance with methods customarily used by the Letter of Credit Issuer for such or similar purposes as the spot rate for the purchase by the Letter of Credit Issuer of the Approved Currency with the currency of actual payment through its principal foreign exchange trading office at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Letter of Credit Issuer may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Letter of Credit Issuer does not then have a spot rate for the Approved Currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (i) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than an Approved Currency into an Approved Currency any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (ii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, Cameron will pay to the Letter of Credit Issuer such additional amounts (if any) as may be necessary, and the Letter of Credit Issuer will pay to Cameron such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in an Approved Currency, and (iii) any amount due from Cameron under this Section 8.21 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.

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Section 8.22. Exchange Rates.

(a)Determination of Exchange Rates. Not later than 4:00 P.M. (New York time) on each Calculation Date, if any Letter of Credit Liabilities denominated in a currency other than Dollars are outstanding on such date, the Letter of Credit Issuer shall (i) determine the Exchange Rate for each such currency other than Dollars as of such Calculation Date for all such Letter of Credit Liabilities outstanding as of such date and (ii) give notice thereof to Cameron. The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date, and shall for all purposes of this Agreement (other than Section 8.20 or any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in determining the Dollar Equivalent of any amounts of a currency other than Dollars.

(b)Notice of Foreign Currency Loans and Letters of Credit. Not later than 4:00 P.M. (New York time) on each Reset Date and each date on which Letters of Credit denominated in a currency other than Dollars are made or issued, the Letter of Credit Issuer shall (i) determine the Dollar Equivalent of the aggregate amounts of Letter of Credit Liabilities denominated in a currency other than Dollars (after giving effect to Letters of Credit denominated in a currency other than Dollars being made, issued, repaid, or cancelled or reduced on such date) and (ii) notify Cameron of the results of such determination.

Section 8.23. Additional Subsidiary Applicants. (a) A Restricted Subsidiary may become a Subsidiary Applicant upon at least five Business Days’ prior notice to the Letter of Credit Issuer and Cameron’s or such Restricted Subsidiary’s execution and delivery to the Letter of Credit Issuer of the following:

(i)                a Joinder Agreement in substantially the form of Exhibit C, executed by such Restricted Subsidiary, under which such Restricted Subsidiary (A) joins the Agreement as an Applicant and assumes all the obligations of an Applicant under the Agreement and the other Credit Documents to which it or the other Applicants are a party, (B) agrees to be bound by the provisions of the Agreement or such other Credit Documents as if the Restricted Subsidiary had been an original party to the Agreement and to such other Credit Documents, and (C) confirms that, as of the date of such joinder agreement, the representations and warranties set out in the Agreement and the other Credit Documents with respect to such Restricted Subsidiary are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) and that no Event of Default or Default exists on such date or would result therefrom;

(ii)an updated Schedule 4.01(h)(ii) reflecting the joinder of such Restricted Subsidiary as a Subsidiary Applicant, which schedule shall be deemed automatically amended upon the satisfaction of the requirements of this Section 8.23;

(iii)such additional (or amendments to the existing) CitiDirect Documents or documents relating to the Bolero System as the Letter of Credit Issuer reasonably requests in connection with such joinder;

(iv)if such Restricted Subsidiary will be a Non-U.S. Credit Party, evidence of appointment by such Non-U.S. Credit Party of CT Corporation System as its domestic process agent in accordance with Section 8.17;

(v)a certificate of the Secretary, Assistant Secretary, or any other officer, director, or manager of such Restricted Subsidiary certifying (A) the resolutions of the board of directors or managers of such Restricted Subsidiary authorizing the execution of each Credit Document to which such Restricted Subsidiary is a party, (B) the charter and bylaws or other applicable organizational documents of such Restricted Subsidiary, (C) certificates of existence, good standing and qualification, or an equivalent thereto, from appropriate government officials with respect to such Restricted Subsidiary, provided that such government officials of the applicable jurisdiction issue such certificates or an equivalent thereto, (D) all other documents evidencing any necessary company action and governmental, shareholder and third-party consents, approvals and filings, if any, with respect to each such Credit Document and the transactions thereunder, and (E) the names and true signatures of the officers (or agents) of such Restricted Subsidiary authorized to sign each Credit Document to be executed by it; and

(vi)such other documents, governmental certificates, financing statements, conditions, agreements and lien searches that the Letter of Credit Issuer may reasonably request, including without limitation, information that a Subsidiary Applicant is required by bank regulatory authorities to deliver to the Letter of Credit Issuer under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the Patriot Act, that has been identified by the Letter of Credit Issuer and notified to such Subsidiary Applicant.

(b)        The execution and delivery of any instrument adding an additional Subsidiary Applicant as a party to this Agreement shall not require the consent of any other Credit Party hereunder. The rights and obligations of each Applicant hereunder shall remain in full force and effect notwithstanding the addition of any Subsidiary Applicant as a party to this Agreement.

Section 8.24. Amendment and Restatement. The parties hereto agree that this Agreement is an amendment and restatement of the Existing Agreement in its entirety and the terms and provisions hereof supersede the terms and provisions thereof, and this Agreement is not a new or substitute agreement or novation of the Existing Agreement.

[Signature Pages Follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

APPLICANTS:
CAMERON INTERNATIONAL CORPORATION
By:
	H. Keith Jennings
	Vice President and Treasurer
CAMERON LIMITED
By:
	H. Keith Jennings
	Attorney-in-fact
CAMERON FRANCE S.A.S.
By:
	H. Keith Jennings
	Attorney-in-fact
CAMERON ITALY S.R.L
By:
	H. Keith Jennings
	Attorney-in-fact

CAMERON ITALY HOLDING S.R.L.
By:
	H. Keith Jennings
	Attorney-in-fact
CAMERON SYSTEMS S.R.L.
By:
	H. Keith Jennings
	Attorney-in-fact
CAMERON GMBH
By:
	H. Keith Jennings
	Attorney-in-fact

CAMERON DO BRASIL LTDA
By:
	H. Keith Jennings
	Vice President and Treasurer
CAMERON SYSTEMS DE VENEZUELA, S.A.
By:
	H. Keith Jennings
	Attorney-in-fact
CAMERON VENEZOLANA, S.A.
By:
	H. Keith Jennings
	Attorney-in-fact
CAMERON CANADA CORPORATION
By:
	H. Keith Jennings
	Attorney-in-fact

CAMERON ITALY HOLDING S.R.L.
By:
	H. Keith Jennings
	Attorney-in-fact
CAMERON DE MEXICO, S.A. DE C.V.
By:
	H. Keith Jennings
	Attorney-in-fact
CAMERON (SINGAPORE) PTE. LTD.
By:
	H. Keith Jennings
	Attorney-in-fact

LETTER OF CREDIT ISSUER :

CITIBANK, N.A., as Letter of Credit Issuer

By:

Name:

Title:

Commitment: $170,000,000

SCHEDULE 1.01(A)Existing Letters of Credit

See attached.

SCHEDULE 1.01(A)

CUST NAME	Bene Name	Bene Country	LC Number	LC EFFECTIVE DATE	LC EXPIRY DATE	TXN CCY	CL AMT TXN CCY AVAIL	CL AMT CL CCY AVAIL	DECODE( B.PROD SUB TYPE
Cooper Cameron Corporation	SINOPEC USA INC.	US	63655873	10/25/2010 0:00	5/31/2012 0:00	USD	34074.4	34074.4	PERF
Cameron International Corporation	INOX AIR PRODUCTS LIMITED	IN	63655910	10/28/2010 0:00	8/10/2012 0:00	USD	76021.6	76021.6	PERF
Cameron International Corporation	EL NASR FERTILIZER AND CHEMICAL	EG	63655936	10/29/2010 0:00	10/25/2012 0:00	USD	348773.6	348773.6	PERF
Cameron International Corporation	Doha Petroleum Construction Co.	QA	63656176	12/1/2010 0:00	3/31/2012 0:00	USD	1189880	1189880	PERF
Cameron International Corporation	DOHA PETROLEUM CONSTRUCTION CO.	QA	63656172	12/1/2010 0:00	6/30/2013 0:00	USD	594940	594940	PERF
Cameron International Corporation	BOISE-KUNA IRRIGATION DISTRICT	US	63656184	12/1/2010 0:00	2/28/2012 0:00	USD	129531.5	129531.5	PERF
Cameron International Corporation	OKWANG IND. CO., LTD.	KR	63656536	1/5/2011 0:00	3/1/2012 0:00	USD	15676.5	15676.5	PERF
Cameron International Corporation	SINOPEC USA INC.	US	63656588	1/7/2011 0:00	10/7/2012 0:00	USD	22400	22400	FIN
Cameron International Corporation	CORPORACION NACIONAL	CL	63656583	1/11/2011 0:00	12/31/2015 0:00	USD	11323	11323	PERF
Cameron International Corporation	BHP BILLITON PETROLEUM PTY LTD.	AU	63656786	1/28/2011 0:00	3/5/2013 0:00	USD	1748534.7	1748534.7	PERF
Cameron International Corporation	CITIBANK LIMITED, SYDNEY	AU	63657162	3/15/2011 0:00	2/1/2016 0:00	AUD	21005290.3	22776036.3	PERF
Cameron International Corporation	ECOPETROL S.A.	CO	63657607	5/9/2011 0:00	10/31/2012 0:00	USD	9109.4	9109.4	PERF
Cameron Systems SRL	ALSTOM ASIA PACIFIC SDN BHD	MY	63657982	6/29/2011 0:00	11/3/2013 0:00	EUR	380000	509808	PERF
Cameron International Corporation	AKER MH AS	NO	63658252	7/29/2011 0:00	9/18/2013 0:00	USD	10600000	10600000	PERF
Cameron International Corporation	AKER MH AS	NO	63658253	7/29/2011 0:00	11/18/2013 0:00	USD	10600000	10600000	PERF
Cameron International Corporation	HIGHPOWER SYSTEMS INC.	VI	63658537	9/6/2011 0:00	4/18/2012 0:00	USD	65166.1	65166.1	PERF
Cameron International Corporation	BANK OF CHINA, HEAD OFFICE	CN	63658567	9/8/2011 0:00	8/15/2013 0:00	USD	165475.7	165475.7	PERF
Cameron International Corporation	BANK OF CHINA, HEAD OFFICE	CN	63658568	9/8/2011 0:00	7/15/2013 0:00	USD	574134.1	574134.1	PERF
Cameron International Corporation	NEW YORK POWER AUTHORITY	US	63658583	9/8/2011 0:00	2/28/2012 0:00	USD	25000	25000	PERF
Cameron International Corporation	MEGHA ENGINEERING	IN	63658588	9/9/2011 0:00	7/30/2012 0:00	USD	172500	172500	PERF
Cameron International Corporation	NILIT LTD.	IL	63658589	9/9/2011 0:00	3/14/2012 0:00	USD	51300	51300	PERF
Cameron International Corporation	PROFIT VAST INTERNATIONAL LIMITED	CN	63658590	9/9/2011 0:00	2/28/2013 0:00	USD	136250	136250	PERF
Cameron International Corporation	SAMSUNG-BP CHEMICAL CO., LTD.	KR	63658591	9/9/2011 0:00	2/28/2013 0:00	USD	307000	307000	PERF
Cameron International Corporation	DAELIM INDUSTRRIAL CO., LTD.	KR	63658612	9/14/2011 0:00	6/16/2014 0:00	USD	893284.5	893284.5	PERF
Cameron International Corporation	BANK OF CHINA LTD.	CN	63658620	9/14/2011 0:00	3/20/2012 0:00	USD	300000	300000	PERF
Cameron International Corporation	BANK OF CHINA LTD	CN	63658621	9/14/2011 0:00	3/20/2012 0:00	USD	200000	200000	PERF
Cameron International Corporation	CBI INC.	US	63658623	9/14/2011 0:00	8/31/2012 0:00	USD	1036239.4	1036239.4	PERF
Cameron International Corporation	CBI INC.	US	63658622	9/14/2011 0:00	5/31/2012 0:00	USD	82057.1	82057.1	PERF
Cameron International Corporation	POWERMEX GMBH CORP	VG	63658722	9/27/2011 0:00	7/12/2012 0:00	USD	799123.87	799123.87	PERF
Cameron International Corporation	LG CHEM	KR	63658743	9/27/2011 0:00	8/10/2012 0:00	USD	324900	324900	PERF
Cameron International Corporation	LG CHEM	KR	63658744	9/27/2011 0:00	8/10/2012 0:00	USD	162450	162450	PERF
Cameron International Corporation	KONKOLA COPPER MINES PLC.	ZM	63658860	10/7/2011 0:00	2/29/2012 0:00	EUR	62240	83501.18	PERF

Cameron International Corporation	GYM S.A.	PE	63658884	10/11/2011 0:00	11/30/2012 0:00	USD	55467	55467	PERF
Cameron International Corporation	GYM S.A.	PE	63658885	10/11/2011 0:00	11/30/2012 0:00	USD	36570	36570	PERF
Cameron International Corporation	GYM S.A.	PE	63658886	10/11/2011 0:00	11/30/2012 0:00	USD	46461	46461	PERF
Cameron System Srl	TECNIMONT KT S.P.A.	IT	63658895	10/13/2011 0:00	4/30/2012 0:00	EUR	120000	160992	PERF
Cameron International Corporation	KONKOLA COPPER MINES PLC.	ZM	63658912	10/14/2011 0:00	2/29/2012 0:00	USD	503934.4	503934.4	PERF
Cameron International Corporation	SINOPEC USA, INC.	US	63658913	10/14/2011 0:00	7/3/2013 0:00	USD	126822.2	126822.2	PERF
Cameron International Corporation	CHINA PETROLEUM TECHNOLOGY AND	CN	63658914	10/14/2011 0:00	10/31/2013 0:00	USD	18120	18120	PERF
Cameron System Srl	TERNA S.A.	GR	63658866	10/17/2011 0:00	9/20/2012 0:00	EUR	455475.4	611065.8	PERF
Cameron System Srl	TERNA S.A.	GR	63658861	10/17/2011 0:00	9/20/2013 0:00	EUR	455475.4	611065.8	PERF
Cameron International Corporation	AIR LIQUIDE ENGINEERING	FR	63659026	10/27/2011 0:00	6/30/2013 0:00	USD	146359.6	146359.6	PERF
Cameron International Corporation	CHINA MACHINERY ENGINEERING	CN	63659027	10/27/2011 0:00	12/15/2012 0:00	USD	1078470	1078470	PERF
Cameron International Corporation	SINOPEC USA INC	US	63659028	10/27/2011 0:00	7/1/2013 0:00	USD	148798	148798	PERF
Cameron International Corporation	CHINA MACHINERY ENGINEERING	CN	63659037	10/28/2011 0:00	12/15/2012 0:00	USD	1078470	1078470	PERF
Cameron International Corporation	JSC CRYOGENAMSH	RU	63659109	11/4/2011 0:00	11/30/2014 0:00	USD	53878	53878	PERF
Cameron System Srl	SFERA LLC	RU	63659110	11/4/2011 0:00	8/31/2012 0:00	EUR	948000	1271836.8	PERF
Cameron International Corporation	AMEC AMERICAS LTD.	CA	63659178	11/15/2011 0:00	3/31/2012 0:00	EUR	31150.17	41791.07	PERF
Cameron International Corporation	GAS NATURAL DE LIMA Y CALLAO S.A.	PE	63659185	11/15/2011 0:00	11/15/2012 0:00	USD	15368.4	15368.4	PERF
Cameron International Corporation	AIR LIQUIDE ENGINEERING	FR	63659190	11/16/2011 0:00	8/1/2012 0:00	USD	150021.2	150021.2	PERF
Cameron International Corporation	CITIBANK, N.A.	QA	63659191	11/17/2011 0:00	4/21/2013 0:00	USD	148672.6	148672.6	FIN
Cameron International Corporation	CITIBANK, N.A., LONDON	GB	63659192	11/17/2011 0:00	5/1/2013 0:00	USD	749971	749971	PERF
Cameron System Srl	KONKOLA COPPER MINES PLC.	ZM	63659242	11/23/2011 0:00	7/31/2013 0:00	EUR	31120	41750.59	PERF
Cameron International Corporation	AIR LIQUIDE ENGINEERING	FR	63659318	12/7/2011 0:00	6/30/2013 0:00	USD	172833.14	172833.14	PERF
Cameron System Srl	SFERA LLC	RU	63659317	12/7/2011 0:00	12/15/2012 0:00	EUR	2586900	3470585.04	PERF
Cameron System Srl	SFERA LLC	RU	63659316	12/7/2011 0:00	12/25/2012 0:00	EUR	2656242	3563614.27	PERF
Cameron System Srl	CONTROL PROCESS S.A.	PL	63659308	12/7/2011 0:00	6/30/2013 0:00	USD	822000	822000	PERF
Cameron International Corporation	CITIBANK N.A. LONDON	GB	63659328	12/8/2011 0:00	3/31/2012 0:00	USD	287592.32	287592.32	PERF
Cameron International Corporation	BIOVET JSC	BG	63659411	12/13/2011 0:00	1/31/2013 0:00	EUR	135000	181116	PERF
Cameron International Corporation	AIR LIQUIDE ENGINEERING SA	FR	63659412	12/13/2011 0:00	6/30/2013 0:00	USD	222311.15	222311.15	PERF
Cameron International Corporation	CITIBANK DEL PERU S.A.,	PE	63659431	12/14/2011 0:00	3/17/2012 0:00	USD	329228.76	329228.76	PERF
Cameron International Corporation	SINOPEC USA INC.	US	63659497	12/20/2011 0:00	10/14/2013 0:00	USD	6767.78	6767.78	FIN
Cameron International Corporation	JT INTERNATIONAL HOLDING B.V.	NL	63659489	12/20/2011 0:00	10/31/2012 0:00	USD	98050	98050	PERF
Cameron International Corporation	SINOPEC USA INC.	US	63659498	12/20/2011 0:00	10/14/2013 0:00	USD	144579	144579	PERF
Cameron International Corporation	CITIBANK CANADA	CA	63659499	12/21/2011 0:00	11/1/2015 0:00	USD	125565.5	125565.5	PERF
Cameron International Corporation	TECHINT S.A. DE C.V.	MX	63659515	12/22/2011 0:00	6/21/2012 0:00	USD	156329.6	156329.6	PERF
Cameron International Corporation	TECHINT S.A. DE C.V.	MX	63659514	12/23/2011 0:00	6/21/2012 0:00	USD	117247.2	117247.2	PERF
Cameron International Corporation	Chiyoda corporation ‐ jgc	JP	63659501	12/23/2011 0:00	6/15/2015 0:00	USD	390066.6	390066.6	FIN
Cameron International Corporation	ENAP SIPETROL, S.A.	EC	63659544	12/27/2011 0:00	6/20/2012 0:00	USD	1055782.1	1055782.1	PERF
Cameron International Corporation	SAMSUNG HEAVY INDUSTRIES CO LTD	KR	63659561	12/27/2011 0:00	10/4/2012 0:00	USD	148500.9	148500.9	PERF
Cameron International Corporation	Hyundai heavy industries co., ltd.	KR	63659591	12/29/2011 0:00	12/31/2015 0:00	USD	149500	149500	FIN

Cameron International Corporation	SAMSUNG HEAVY INDUSTRIES CO. LTD	KR	63659620	1/5/2012 0:00	9/29/2012 0:00	USD	154117.2	154117.2	FIN
Cameron International Corporation	PROGETTI EUROPA AND GLOBAL SPA	IT	63659622	1/5/2012 0:00	8/31/2012 0:00	USD	35219	35219	FIN
Cameron International Corporation	JSC CRYOGENMASH	RU	63659613	1/9/2012 0:00	1/15/2015 0:00	USD	175040	175040	PERF
Cameron International Corporation	SINOPEC USA INC.	US	63659671	1/10/2012 0:00	10/10/2013 0:00	USD	26685.5	26685.5	PERF
Cameron International Corporation	AIR LIQUIDE (HANGZHOU) CO LTD.	CN	63659694	1/12/2012 0:00	2/7/2013 0:00	USD	388500	388500	PERF
Cameron International Corporation	AIR LIQUIDE ENGINEERING SA	FR	63659697	1/12/2012 0:00	9/24/2012 0:00	USD	131760.9	131760.9	PERF
Cameron International Corporation	DAEWOO SHIPBUILDING AND	KR	63659727	1/18/2012 0:00	9/30/2012 0:00	USD	99726.32	99726.32	FIN
Cameron International Corporation	CITIBANK N.A. LONDON	GB	63659756	1/20/2012 0:00	10/30/2013 0:00	USD	173169.44	173169.44	PERF
Cameron International Corporation	POWERMEX GMBH CORP.	VG	63659757	1/20/2012 0:00	7/12/2012 0:00	USD	532749.25	532749.25	PERF
Cameron International Corporation	MONNET ISPAT AND ENERGY LTD	IN	63659758	1/20/2012 0:00	6/26/2012 0:00	USD	51250	51250	PERF
Cameron International Corporation	RELIANCE INDUSTRIES LIMITED	IN	63659766	1/23/2012 0:00	6/4/2012 0:00	EUR	128500	172395.6	PERF
Cameron International Corporation	RELIANCE INDUSTRIES LIMITED	IN	63659773	1/24/2012 0:00	6/4/2012 0:00	EUR	321250	430989	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659787	1/25/2012 0:00	9/30/2012 0:00	USD	160000	160000	PERF
Cameron International Corporation	BANK OF CHINA HEAD OFFICE	CN	63659788	1/25/2012 0:00	9/30/2012 0:00	USD	180000	180000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659789	1/25/2012 0:00	9/30/2012 0:00	USD	200000	200000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659790	1/25/2012 0:00	9/30/2012 0:00	USD	380000	380000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659791	1/25/2012 0:00	9/30/2012 0:00	USD	180000	180000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659792	1/25/2012 0:00	9/30/2012 0:00	USD	320000	320000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659793	1/25/2012 0:00	9/30/2012 0:00	USD	380000	380000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659794	1/25/2012 0:00	9/30/2012 0:00	USD	640000	640000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659797	1/25/2012 0:00	9/30/2012 0:00	USD	720000	720000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659795	1/25/2012 0:00	9/30/2012 0:00	USD	160000	160000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659796	1/25/2012 0:00	9/30/2012 0:00	USD	460000	460000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659798	1/25/2012 0:00	9/30/2012 0:00	USD	340000	340000	PERF
Cameron International Corporation	BANK OF CHINA	CN	63659842	1/31/2012 0:00	8/6/2012 0:00	USD	600000	600000	PERF
Cameron International Corporation	SINOPEC USA INC.	US	63659845	1/31/2012 0:00	9/12/2013 0:00	USD	50309	50309	PERF
Cameron International Corporation	DAEWOO SHIPBUILDING AND	KR	63659846	1/31/2012 0:00	9/30/2012 0:00	USD	494865.5	494865.5	PERF
Cameron International Corporation	KONKOLA COPPER MINES PLC.	ZM	63659849	2/1/2012 0:00	7/31/2013 0:00	USD	143328.6	143328.6	PERF

SCHEDULE 1.01(B)

Exiting Letters of Credit

See attached.

Schedule 1.01(b) Exiting Letters of Credit

LG Number

Status

Applicant Reference

Type

Applicant

Beneficiary

Country

Applicants Bank

Issuing Bank

Amount

Amound in USD

Currency

Issued Date

Expiry Date

Utilized Amount

Balance Amount

Balance in USD

63651365

Active

TAH-CTC-SBS-04-23 AMEND #3

Performance Guarantee

CAMERON INTERNATIONAL

CHEVRON

United States

CITIBANK N.A.

Citibank, N.A.

11665922

11665922

USD

7/1/2009

9/5/2013

0

11665922

11665922

63666188

Active

INC0456022

Payment Guarantee

CAMERON DO BRASIL LIMITADA

SECRETARIA DE ESTADO DOS NEGOCIOS

Brazil

CITIBANK N.A.

BANCO CITIBANK, S.A., BRAZIL

25474048

11969745.79

BRL

9/27/2012

9/26/2014

0

25474048.3

11969745.79

63659199

Active

BHP SHENZI

Performance Guarantee

CAMERON INTERNATIONAL

BHP BILLITON DEEPWATER INC.

United States

CITIBANK N.A.

CITIBANK, N.A.

840002.6

840002.6

USD

11/18/2011

12/31/2013

0

840002.6

840002.6

63658174

Active

S51609

Advance Payment Guarantee

CAMERON DO BRASIL LIMITADA

FLEXIBRAS TUBOS

Brazil

CITIBANK N.A.

Banco Citibank SA

1560565.4

733278.4795

BRL

7/19/2011

7/1/2013

0

1560565.42

733278.4795

63654223

Expired

625.01.2010.00 1970.1

Payment Guarantee

CAMERON DO BRASIL LIMITADA

First State Treasury Court

Brazil

CITIBANK N.A.

Banco Citi Bank NA Brazil

8934219.1

4198010.88

BRL

4/23/2010

4/20/2013

0

8934219.12

4198010.88

63656275

Expired

12689.001081/ 2010.32

Payment Guarantee

CAMERON DO BRASIL LIMITADA

FEDERAL REVENUE OF BRAZIL

Brazil

CITIBANK N.A.

Banco Citibank SA

281952.74

132483.9535

BRL

12/8/2010

12/7/2012

0

281952.74

132483.9535

63658161

Active

599744

Advance Payment Guarantee

CAMERON DO BRASIL LIMITADA

SAIPEM DO BRASIL

Brazil

CITIBANK N.A.

Banco Citibank SA

9382396.1

4408600.279

BRL

7/15/2011

8/31/2013

0

9382396.1

4408600.279

SCHEDULE 1.01(C)

Pricing Schedule

	Level I	Level II	Level III	Level IV	Level V	Level VI
	Status	Status	Status	Status	Status	Status
Commitment Fee	.150%	.175%	.200%	.250%	.350%	.450%
Issuance Fee –Secured Letters of Credit	.250%	.250%	.250%	.250%	.375%	1.000%
Issuance Fee –Unsecured Financial Letters of Credit	1.250%	1.250%	1.500%	2.000%	2.250%	2.500%
Issuance Fee –UnsecuredPerformance Letters of Credit	.625%	.625%	.750%	1.000%	1.125%	1.250%

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

“Level I Status” exists at any date if, on such date, Cameron’s Moody’s Rating is A2 or better or Cameron’s S&P Rating is A or better.

“Level II Status” exists at any date if, on such date, (a) Cameron has not qualified for Level I Status and (ii) Cameron ‘s Moody’s Rating is A3 or better or Cameron’s S&P Rating is A- or better.

“Level III Status” exists at any date if, on such date, (a) Cameron has not qualified for Level I Status or Level II Status and (ii) Cameron’s Moody’s Rating is Baa1 or better or Cameron’s S&P Rating is BBB+ or better.

“Level IV Status” exists at any date if, on such date, (a) Cameron has not qualified for Level I Status, Level II Status or Level III Status and (ii) Cameron’s Moody’s Rating is Baa2 or better or Cameron’s S&P Rating is BBB or better.

“Level V Status” exists at any date if, on such date, (a) Cameron has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status and (ii) Cameron’s Moody’s Rating is Baa3 or better or Cameron’s S&P Rating is BBB- or better.

“Level VI Status” exists at any date if, on such date, Cameron has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

“Moody’s Rating” means, at any time, the rating issued by Moody’s and then in effect with respect to Cameron’s senior unsecured long-term debt securities without third-party credit enhancement.

“S&P Rating” means, at any time, the rating issued by S&P and then in effect with respect to Cameron’s senior unsecured long-term debt securities without third-party credit enhancement.

“Status” means either Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status or Level VI Status.

The applicable Issuance Fee and Commitment Fee shall be determined in accordance with the foregoing table based on Cameron’s Status as determined by the then-current Moody’s Rating and S&P Rating. The credit rating in effect on any date for the purposes of this Pricing Grid is that in effect at the close of business on such date. If at any time Cameron has neither a Moody’s Rating nor an S&P Rating, then Level VI Status, or such other pricing level as may be agreed by Cameron and the Letter of Credit Issuer shall exist. If the credit ratings from Moody’s and S&P fall within different categories, Cameron’s Status shall be based on the higher of the two ratings unless the lower rating is two or more levels below the higher rating, in which case the rating which is one level above the lower rating will apply. If at any time Cameron has only a single rating from either Moody’s or S&P, then Cameron’s status shall be based on the sole remaining rating.

SCHEDULE 4.01(H)(I)

Subsidiaries

See attached.

CAMERON INTERNATIONAL CORPORATION -- SUBSIDIARIES & JOINT VENTURES
(Active as of May 16, 2013)
	% Owned		State/Country of
	By	% Owned	Incorporation or
Cameron International Corporation (Delaware) -- Parent - 100	Subsidiary	By CAM	Organization
1 - Cameron Algerie S.á.r.l. 13		100%	Algeria
1 - Cameron Al Rushaid Limited Company6		50%	Saudi Arabia
1 - Cameron Gabon, S.A. (1 share owned by Chairman)		100%	Gabon
1 - Cameron/Curtiss-Wright EMD LLC		50%	USA (Delaware)
1 - Cameron Offshore Systems Nigeria Limited		100%	Nigeria
1 - Cameron Services Middle East LLC (Joint Venture - 51% owned by 3rd party)	25%	24%	Oman
1 - Cameron Venezolana, S.A. - (51% owned by Cameron Petroleum Equipment Group, Inc.)	51%	49%	Venezuela
1 - Cameron Angola - Prestaçao de Serviços, Limitada 13	1%	99%	Angola
1 - Compression Services Company		100%	USA (Ohio)
1 - Cooper Cameron Foreign Sales Company Ltd.		100%	Barbados
1 - Cameron German Holdings GmbH		100%	Germany
1- OneSubsea Lux German Holdings SARL		100%	Luxembourg
1 - Cameron Foreign Holdings Corp.29	46.95%	53.05%	USA (Delaware)
1- Beltway 8 Insurance Ltd.		100.00%	Bermuda
1 - Cameron International Holding Corp.12	11.13%	88.87%	USA (Nevada)
2 - Pressure Peak for Oil Equipment and Appliances Services and General Trading, Limited Liability Private Company	100%		Iraq
2 - Cameron Global Holdings LP30	100%		Canada (Ontario)
3 - Cameron Lux I SARL9	100%		Luxembourg
4 - Angola Oilfield Equipment Limited18	49%		Cayman Islands
4 - Cameron Middle East Ltd.	100%		Cayman Islands
5 - Cameron Middle East FZE	100%		United Arab Emirites
4 - Cameron Products Ltd.	100%		Cayman Islands
4 - Cameron Russia Ltd.	100%		Cayman Islands
4 - Cameron Services Russia Ltd.	100%		Cayman Islands
4 - Cameron Cayman Limited19	100%		Cayman Islands
5 - ShanDong Cameron Petroleum Equipment, Ltd.	100%		China
4 - Cameron (Trinidad) Limited	100%		Trinidad and Tobago
4 - Cameron International Malaysia Sdn Bhd (Malaysia residents own 2 shares) [in process of liquidation]	99.99%		Malaysia
4 - Cooper Cameron Libya Limited	50%		Malta
4 - Cameron Lux II SARL	100%		Luxembourg
5 - Cameron Lux III SARL	100%		Luxembourg
6 - Cameron Lux V SARL	100%		Luxembourg
7 - CIC Oilfield Services LLC	100%		USA (Delaware)
7 - Cameron Lux IV SARL	100%		Luxembourg
8 - NATCO Canada, ULC	100%		Canada (Alberta)
7 - Cameron Subsea Holding C.V.33	100%		Netherlands
8 - OneSubsea B.V.	100%		Netherlands
9 - OneSubsea Lux SARL	100%		Luxembourg
10 - OneSubsea Lux AUD SARL	100%		Luxembourg
10 - Cameron Lux BRL SARL	100%		Luxembourg
10 - OneSubsea Lux EUR SARL	100%		Luxembourg
10 - OneSubsea Lux GBP SARL	100%		Luxembourg
10 - OneSubsea Lux USD SARL	100%		Luxembourg
10 - OneSubsea Investments UK Limited	100%		United Kingdom
11 - OneSubsea IP UK Limited	100%		United Kingdom
11 - OneSubsea Australia Holdings Pty Ltd	100%		Australia
10 - Cameron (Shenzhen) Systems Co., Ltd.	100%		China
7 - Cameron Lux AUD SARL	100%		Luxembourg
7 - Cameron Lux BRL II SARL	100%		Luxembourg
7 - Cameron Lux CAD SARL	100%		Luxembourg
7 - Cameron Lux EUR SARL	100%		Luxembourg
7 - Cameron Lux GBP SARL	100%		Luxembourg
8 - Cameron Lux Global Finance SARL	100%		Luxembourg
7 - Cameron Lux MXN SARL	100%		Luxembourg
7 - Cameron Lux MYR SARL	100%		Luxembourg
7 - Cameron Lux NOK SARL	100%		Luxembourg
7 - Cameron Lux USD SARL	100%		Luxembourg
7 - Cameron APME Holding Pty Ltd14	100%		Australia
8 - Cameron Australasia Pty. Ltd.	100%		Australia
9 - Cameron Services International Pty Ltd	100%		Australia
9 - OneSubsea Australia Pty Ltd	100%		Australia
8 - Cameron Solutions Sdn Bhd	100%		Malaysia
8 - Cameron (Singapore) Pte. Ltd.	100%		Singapore
9 - Cameron Systems Shanghai Co., Ltd.	100%		China
9 - Riyan Cameron (B) Sendirian Berhad	85%		Brunei
9 - PT Cameron Systems - (Joint Venture - 8% owned by 3rd party)	92%		Indonesia
9 - Cameron Equipment (Shanghai) Co., Ltd.	100%		China
9 - Cameron Beijing Commercial Co., Ltd.	100%		China
9 - Cooper Cameron Corporation Sdn Bhd [in process of liquidation]	100%		Malaysia
9 - Cameron (Gaomi) Systems Co., Ltd.	100%		China
9 - Bohai Cameron Flow Control Equipment (Tianjin) Co., Ltd. 32	49%		China
9 - Cameron (B) Sdn Bhd35	99.90%		Brunei

	% Owned		State/Country of
	By	% Owned	Incorporation or
Cameron International Corporation (Delaware) -- Parent - 100	Subsidiary	By CAM	Organization
8 - Cameron International Malaysia Systems Sdn Bhd	100%		Malaysia
7 - Cameron GH GmbH & Co. KG27	100%		Germany
7 - Cameron Flow Control Technology GmbH	100%		Germany
7 - Cameron Ireland Limited	100%		Ireland
7 - Cameron Systems (Ireland) Limited	100%		Ireland
8 - Cameron Subsea IP Limited	100%		Ireland
7 - Cameron Italy Holding S.r.l.	100%		Italy
8 - Cameron Italy S.R.L.	100%		Italy
8- Cameron Systems S.R.L.	100%		Italy
7 - Cameron Holding (Dutch) B.V.	100%		Netherlands
8 - Cameron Canada Corporation23	100%		Canada (Nova Scotia)
9 - OneSubsea Canada ULC	100%		Canada (Alberta)
9 - Cameron Lux APME SARL	100%		Luxembourg
9 - 7286902 Canada Inc.	100%		Canada (Alberta)
10 - I.C.I. Solutions Inc.34	100%		Canada (Alberta)
11 - I.C.I. Artificial Lift Inc.	100%		Canada (Alberta)
12 - Oil River Services Ltd.	100%		Canada (Saskatchewan)
11 - 1238585 Alberta Ltd.	100%		Canada (Alberta)
8 - Cameron do Brasil Ltda. (1 share owned by Cameron Lux II SARL)	100%		Brazil
9 - On/Off Manufatura e Comércio de Vávulas Ltda.	100%		Brazil
[1 share owned by Cameron Lux I SARL]
10 - Vescon Equipamentos Industriais Ltda.	100%		Brazil
7 - Cameron Petroleum (UK) Limited	100%		United Kingdom
8 - Cameron Petroleum Investments Limited	100%		United Kingdom
9 - Cameron Manufacturing (India) Private Limited	100%		India
9 - Flow Control-Tati Production Sdn. Bhd.	49%		Malaysia
8 - International Valves Limited	100%		United Kingdom
8 - Cameron Technologies UK Limited	100%		United Kingdom
8 - Cameron Systems Limited	100%		United Kingdom
8 - Axsia Howmar Limited	100%		United Kingdom
9 - Fluid Processing (L) Bhd	100%		Labuan
8 - Cameron Products Limited	100%		United Kingdom
8 - Cameron France, S.A.S.	100%		France
8 - NATCO Luxembourg SARL	100%		Luxembourg
9 - Cameron Norge Holding AS	100%		Norway
10 - Cameron Systems AS	100%		Norway
10 - Cameron Holding (Norway) AS	100%		Norway
11 - Cameron Norge AS	100%		Norway
10 - Cameron Sense AS	100%		Norway
11 - Cameron Rig Solutions Canada Ltd.	100%		Canada (Alberta)
12 - TTS Sense Mexico S.A. de C.V. (.002% owned by Cameron Sense AS)	99.998%		Mexico
13 - Servicios TTS Sense Tihuatian S.A. de C.V. (.002% owned by Cameron Sense AS)	99.998%		Mexico
11 - Cameron Sense Pte. Ltd.	100%		Singapore
11 - TTS Sense - Industria, Comercio e Servicos em Petroleo Ltda.31	99.999%		Brazil
11 - TTS Sense Mud BV	100%		Netherlands
11 - Cameron Sense Drillrig AS	100%		Norway
11 - Drill Finance AS	100%		Norway
11 - TTS Energy (China) Company Limited	100%		China
11 - Sense DrillFab AS25	49.9%		Norway
11 - Maskinering og Sveiseservice AS26	34%		Norway
9 - NATCO Al Rushaid Middle East Ltd.6	50%		Saudi Arabia
8 - Cameron Flow Control Technology (UK) Limited	100%		United Kingdom
9 - Jiskoot Holdings Limited	100%		United Kingdom
10 - Jiskoot Limited	100%		United Kingdom
9 - Petreco International (Middle East) Limited	100%		United Kingdom
8 - Cameron Flow Control Services (UK) Limited	100%		United Kingdom
9 - Cairntoul Well Equipment Services Limited	100%		Scotland
9 - Cairnwell Management Services Limited	100%		Scotland
8 - OneSubsea Holding Limited	100%		Cayman Islands
9 - Cameron Limited	100%		United Kingdom
10 - Cameron Offshore Engineering Limited	100%		United Kingdom
10 - Cameron Pension Trustee Limited	100%		United Kingdom
10 - D.E.S. Operstions Limited	100%		United Kingdom
10 - OneSubsea German Holdings GmbH	100%		Germany
11 - Cameron GmbH	100%		Germany
10 - Fluid Processing Sdn Bhd7	20%		Malaysia
10 - Axsia Serck Baker Nigeria Ltd.	100%		Nigeria
8 - Cameron International Holding B.V.	100%		Netherlands
9 - Cameron Energy Services B.V.	100%		Netherlands
9 - Cameron B.V.	100%		Netherlands
7 - Cameron Wellhead Services, LLC	100%		USA (Nevada)
8 - Cameron (Malaysia) Sdn Bhd1	100%		Malaysia
8- Cameron Argentina S.A.I.C. (122,700 shares owned by Cameron Petroleum Equipment Group, Inc. -1%	100%		Argentina
8 - Cameron de Mexico S.A. de C.V. 13	100%		Mexico
7 - Cameron Industries Limited	100%		United Kingdom
8 - Axsia Holdings Limited	100%		United Kingdom
7 - Cameron Colombia LLC	100%		USA (Delaware)

	% Owned		State/Country of
	By	% Owned	Incorporation or
Cameron International Corporation (Delaware) -- Parent - 100	Subsidiary	By CAM	Organization
	100%
7 - Cameron Poland sp. zo.o.

	% Owned		State/Country of
	By	% Owned	Incorporation or
Cameron International Corporation (Delaware) -- Parent - 100	Subsidiary	By CAM	Organization
6 - Cameron Korea Limited	100%		Korea
6 - Cameron Valves - Trading and Industrial Services, Sociedad Unipessoal LDA	100%		Portugal
7 - Cameron Valves & Measurement West Africa Limited	70%		Nigeria
6 - Cameron Netherlands B.V. (8.26% held by Cameron Holding (Dutch) BV)	91.74%		Netherlands
7 - Cameron Egypt LLC (.1% owned by Cameron Lux III SARL)	100%		Egypt
7 - Cameron Euro Automation Center B.V.	100%		Netherlands
7 - Caméron România S.R.L.	100%		Romania
7 - Cameron Investment Holding LLC (.1% owned by Cameron Lux III SARL)	100%		Russia
6 - SBS Oilfield Equipment GmbH	100%		Austria
6 - SBS Immobilienentwicklung und -verwertungs GmbH (0.1% owned by Cameron Limited)	100%		Austria
6 - Geographe Energy Singapore Pte Ltd	100%		Singapore
7 - PT Cameron Services International	100%		Indonesia
5 - Cameron Ireland Holding Company15	100%		Ireland
1 - Cameron (Holding) Corp.17	27.08%	72.92%	USA (Nevada)
2- Cameron Technologies, Inc.	100%		USA (Delaware)
3 - NuFlo Finance and Royalty Company	100%		USA (Delaware)
3 - Cameron Technologies US, Inc.	100%		USA (Delaware)
2- Newco Valves, LLC11	51%		USA (Texas)
3 - Newmans SRL (80% owned by Barone Aldo)	20%		Italy
3 - Newmans Valves Limited	100%		Canada
4 - Newmans International Ltd.	100%		China (Hong Kong)
5 - Newmans Valve Australia Pty	100%		Australia
5 - Newmans Shanghai Trading Ltd.	100%		China
5 - Newmans (Yancheng) Valve Manufacturing Ltd.20	51%		China
6 - Newmans (Yancheng) Cast Steel Ltd.21	70%		China
1 - Sequel Holding, Inc.		100%	USA (Delaware)
1 - Cameron Systems de Venezuela, S.A.		100%	Venezuela
1 - Cameron Energy Services International, Inc.		100%	USA (Ohio)
2 - Canada Tiefbohrgeräte und Maschinenfabrik GmbH 13	100%		Austria
1 - Cameron Petroleum Equipment Group, Inc.		100%	USA (Delaware)
1 - NATCO Group Inc.		100%	USA (Delaware)
2 - Cameron Resources Inc.	100%		USA (Delaware)
3 - Cameron Solutions Inc.	100%		USA (Delaware)
4 - Cameron Colombia Ltda (1 share owned by NATCO Holdings LLC)	100%		Colombia
4 - NATCO Holdings LLC	100%		USA (Delaware)
4 - Linco-Electromatic, Inc.	100%		USA (Texas)
4 - Connor Sales Company, Inc.	100%		USA (North Dakota)
4 - Cameron Japan Ltd.3	60%		Japan
4 - Cameron Inc.	100%		USA (Louisiana)
5 - TEST International8	100%		Cayman Islands
5 - TEST Angola - Tecnologia e Serviços Petrolíferos, Lda.4	49%		Angola
5 - TPS (Technical Petroleum Services) Nigeria Limited	100%		Nigeria
5 - Process Analytical Applications, Inc.	100%		USA (Texas)
5 - TEST Saudi Arabia Ltd.10	50%		Saudi Arabia
4 - Petreco-KCC Holding, Inc.	100%		USA (Delaware)
4 - NTG Group de Mexico, S. de R.L. de C.V. (1% owned by NATCO Group Inc.)	100%		Mexico
4 - NTC Technical Services Sdn. Bhd.	100%		Malaysia
1 - Cameron Village LLC		100%	USA (Delaware)
1 - Cameron Rig Solutions, Inc.		100%	USA (Texas)
2 - LeTourneau Technologies Asia Pte. Ltd.	100%		Singapore
2 - LeTourneau Technologies Middle East FZE	100%		United Arab Emirites
1 - Cameron West Coast Inc.		100%	USA (California)
1- Elco Middle East LLC24	49%	51%	Oman
1 - Cameron Angola LLC		100%	USA (Delaware)
2 - Cameron Flow Control Technology Cayman Limited	100%		Cayman Islands
1 - OneSubsea LLC		100%	USA (Delaware)
1 - Cameron Nigeria LLC		100%	USA (Delaware)
2 - Cameron Flow Control Technology Nigeria Limited	99.99%	.01%	Nigeria
1 - OneSubsea Holding Cayman Limited		100%	Cayman Islands
1 - OneSubsea Holding II Cayman Limited		100%	Cayman Islands

	% Owned		State/Country of
	By	% Owned	Incorporation or
Cameron International Corporation (Delaware) -- Parent - 100	Subsidiary	By CAM	Organization
1 Local Malaysian law requires that a majority of stock be owned by local residents. Agents hold 51% of stock in trust for the benefit of Cameron Wellhead Services, LLC.
2 Dormant. Created for aborted acquisition.
3 20% owned by Daichi; 20% owned by Modec
4 51% owned by Prodiaman
6 50% owned by Al Rushaid Petroleum Investment Company
7 80% owned by local partner
8 NATCO International payroll company
9 Formerly a Cayman entity; formerly named Cameron Holding (Cayman) Limited
10 50% owned by Abdulla Alsukwaket Trading & Contract
11 49% owned by Argonaut Holdings, LLC (33.24329%), BOKF-CS (Newco Valves), LLC (5.08148%), Steven and Paula Mines 2007 Living Trust (5.39412%), Tulsa-N-Trust (.78111%), Virginia Restovic (2.25% and Ionel Nechiti (2.25%)
12 8.13% owned by Cameron Energy Services International Inc., 2.62% owned by Cameron Solutions Inc., .38% owned by Cameron Technologies, Inc
13 1% owned by Cameron Petroleum Equipment Group, Inc.
14 90% of ordinary shares held by Cameron Lux V SARL; 10% ordinary shares and 100% preference shares held by Cameron Lux APME SARL
15 Cameron Lux II SARL owns 90% and Cameron Lux V SARL owns 10%
16 4.57% by Cameron International Corporation, 4.37% by Cameron Solutions Inc. and 91.06% by Cameron Lux III SARL;
for US tax purposes only 20.24% by Cameron International Corporation, 19.32% by Cameron Solutions Inc. and 60.44% by Cameron Lux III SARL
17 27.08% owned by Cameron International Holding Corp.
18 Joint Venture 51% owned by Mahinda Serviços
19 19.9% owned by Cameron Lux V SARL; 80.1% held by Cameron Lux I SARL
20 51% owned by Newmans International Ltd. (Pty B) and 49% owned by Yancheng Shending Valves Co., Ltd (Pty A)
21 30% owned by Newmans International Ltd. and 40% owned by Newmans (Yancheng) Valves Manufacturing Ltd
23 Natco Canada ULC owns 59,452,742 Class A Preferred Shares
24 49% owned by Cameron International Holding Corp.
25 Joint venture owned 51.1% by Tratec Industier AS
26 Joint venture owned 66% by Astor Landbruk AS
27 Cameron German Holdings GmbH is the 0% General Partner (non-economic holder) and Cameron Lux V SARL is the 100% Limited Partner
28 Cameron Lux V SARL owns 1 common A share representing 94.9% ownership (282,000 DM); Cameron German Holdings GmbH & Co. KG owns 1 preferred share representing 5.1% ownership(18,000 DM)
29 Cameron Solutions Inc. owns 46.95%; Cameron International Corporation owns 53.05%
30 Cameron International Holding Corp. owns 94.6%; Cameron Foreign Holdings Corp. owns 5.4%
31 .0001% owned by Vilma Goncalves Ferreira, Brazilian
32 CNPC Bohai Equipment Manufacturing Co., Ltd. owns 51%
33 Cameron Lux V SARL is the 99% owner and Cameron Lux GBP SARL is the 1% owner. Cameron Lux GBP SARL is the general partner and manages the company.
34 ICI Solutions Inc. is owned 48.91% by Cameron Canada Corporation and 51.09% by 7286902 Canada Inc.
35 S.M. Veerasamy owns .1% in trust for the benefit of Cameron (Singapore) Pte Ltd

SCHEDULE 4.01(H)(II)

Subsidiary Applicants

Subsidiary Applicant	Jurisdiction of	Address	Organizational
			Number
	Organization
Cameron France S.A.S.	France	Plaine Saint-Pierre C-S 620 Beziers Cedex France 34535	582 122 230
Cameron Italy S.R.L	Italy	Via Italo Betto 11 Voghera (PV) Pavia, Italy 27058	12055830157
Cameron Italy Holding S.R.L.	Italy	Via Vittor Pisani, 20 Milan Italy 20124	07138870964
Cameron Systems S.R.L.	Italy	Via Cantu 8/10 Cinisello Balsamo (MI) Milan, Italy 20092)	02980670968
Cameron Systems de Venezuela, S.A.	Venezuela	Rodner, Martinez & Associates Edificio Torre Clement, Piso 2 Piso 2, Avenida Venezuela; Urbanizacion El Rosal Caracas, Venezuela 1060	J-070418881-8
Cameron Venezolana, S.A.	Venezuela	Rodner, Martinez & Associates Edificio Torre Clement, Piso 2 Piso 2, Avenida Venezuela; Urbanizacion El Rosal Caracas, Venezuela 1060	J-07039128-6
Cameron Canada Corporation	Canada (Nova Scotia)	McInnes Cooper Purdy’s Wharf Tower II 1300-1969 Upper Water Street Halifax Nova Scotia B3J 2V1	3200556
Cameron de Mexico, S.A. de S.V.	Mexico	Avenida Acacias S/N Col. Cd. Industrial Bruno Paglia Tejeria Veracruz, Mexico C.P. 91697	CCM-931027JG5
Cameron (Singapore) Pte. Ltd.	Singapore	No. 2 Gul Circle Jurong Industrial Estate Jurong, Singapore 629560	197401101H

SCHEDULE 4.01(V)

Collateral Accounts.

Account Number	Account Institution	Collateral Provider
6733001841	Union Bank, N.A.	Cameron International Corporation

SCHEDULE 5.17

Liens

Liens of Cameron and its Subsidiaries accounted for as capital lease obligations of Cameron or such Subsidiaries.

The capital lease balance as of December 31, 2011 is as follows:

Cameron	$	13,706,425
Cameron Canada Corporation	$	2,363,312
CES US	$	1,437,892
FloTec US	$	704,091
Cameron Technologies U.S., Inc.	$	311,967
Cameron Valves & Measurement Australia	$	73,091
Cameron Valves & Measurement US	$	24,718
TOTAL	$	18,621,496

EXHIBIT A

Form of Collateral Provider Guaranty

Attached.

EXHIBIT A

FORM OF COLLATERAL PROVIDER GUARANTY

This Collateral Provider Guaranty dated as of [], 20[ ] (this "Guaranty") is made by each of the undersigned (individually a "Guarantor" and collectively, the "Guarantors") in favor of Citibank, N.A.

R E C I T A L S:

A.        Cameron International Corporation, a Delaware corporation (the "Cameron"), certain subsidiaries of Cameron (the "Subsidiary Applicants"), and Citibank, N.A., as letter of credit issuer (the "Letter of Credit Issuer"), have entered into a certain Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012 (as from time to time modified, supplemented or amended, the "Agreement"). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term by the Agreement.

B.          Each Guarantor is a subsidiary of Cameron and will receive substantial direct and  indirect benefits from the extensions of credit contemplated by the Agreement and is entering into this Guaranty to induce the Letter of Credit Issuer to extend credit to the Applicants thereunder.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration and as an inducement to the Letter of Credit Issuer to issue Letters of Credit at the request of Applicants, each Guarantor hereby agrees as follows:

 Section 1.Limited-Recourse Guaranty.

(a)     Subject to the limitations in Section 1(b), each Guarantor hereby absolutely, irrevocably and unconditionally guarantees prompt, full and complete payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of (i) all Obligations under the Agreement and (ii) all other amounts from time to time owing to the Letter of Credit Issuer by any Applicant under the Agreement and the other Credit Documents, in each case, whether absolute or contingent and whether for principal, interest, fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the "Guaranteed Obligations"). This is a guaranty of payment, not a guaranty of collection.

(b)    The amount of each Guarantor's liability under this Guaranty, however arising (whether in contract, tort or any other legal or equitable theory whatsoever), is expressly limited to the amount of the Collateral (as defined in that certain Security Agreement dated as of February 2, 2012 (the "Security Agreement") among Cameron, the Guarantor, the other Debtors party thereto and the Letter of Credit Issuer), and NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS GUARANTY, THE RIGHTS, REMEDIES AND RECOURSE OF THE LETTER OF CREDIT ISSUER UNDER THIS GUARANTY WILL BE SOLELY LIMITED TO, AND WILL BE ENFORCEABLE SOLELY AGAINST, THE COLLATERAL. THE LETTER OF CREDIT ISSUER WILL NOT SEEK ANY MONEY JUDGMENT OR DEFICIENCY AGAINST ANY ASSETS OF ANY GUARANTOR OTHER THAN THE COLLATERAL.

 Section 2.       Waivers. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or incurrence of the Guaranteed Obligations or any part thereof. Each Guarantor further waives promptness, presentment, protest, notice, filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Applicant or any other Subsidiary of Cameron, demand or action on delinquency in respect of the Guaranteed Obligations or any part thereof, including any right to require the Letter of Credit Issuer to sue Cameron or any other Applicant, any other guarantor or any other person obligated with respect to the Guaranteed Obligations or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Obligations or any part thereof.

 Section 3.Guaranty Absolute. Each Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, irrevocable, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than payment in full, subject however to Section 8  hereof), reduction by setoff or counterclaim, or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this Guaranty shall not be impaired or affected by and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to any of the following:

(a)     any amendment, waiver, extension, modification or renewal of, or indulgence with respect to, or substitution for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, including any renewal or extension of the time or change of the manner or place of payment;

(b)    any failure or omission to perfect or maintain any lien on, or preserve rights to, any security or collateral or to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof;

(c)     any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof;

(d)     any release, surrender, compromise, settlement, waiver, non-perfection, impairment, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligations of any person thereof;

(e)     the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof;

(f)     the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Guaranty even though the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty;

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(g)     any change in the corporate existence, structure or ownership of any Applicant or the insolvency, bankruptcy or any other change in legal status of any Applicant;

(h)     any law, decree, regulation or other governmental act of any jurisdiction or any other event in any way affecting any term of the Guaranteed Obligations or the Letter of Credit Issuer's rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Applicant of any assets or its use or of the ability to operate its business or a material part thereof; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Guaranty);

(i)      the failure of any Applicant to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Guaranty;

(j)      the existence of any claim, setoff or other right which such Guarantor may have at any time against any Applicant or any other guarantor in connection herewith or with any unrelated transaction;

(k)     the Letter of Credit Issuer's election, in any case or proceeding instituted under Chapter 11 of the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code;

(l)      any borrowing, use of cash collateral, or grant of a security interest by any Applicant, as debtor in possession, under Section 363 of the United States Bankruptcy Code;

(m)    the disallowance of all or any portion of any of the Letter of Credit Issuer's claims for repayment of the Guaranteed Obligations under Section 502 or 506 of the United States Bankruptcy Code; or

(n)     any other fact or circumstance which might otherwise constitute a defense available to such Guarantor or grounds at law or equity for the discharge or release of such Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (m) of this paragraph.

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It is agreed that each Guarantor's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Applicant of the Guaranteed Obligations in the manner agreed upon among the Letter of Credit Issuer and the Applicants as applicable.

Without limiting the generality of the foregoing and subject to Section 1(b), each Guarantor guarantees that it shall pay the Letter of Credit Issuer strictly in accordance with the express terms of any document or agreement evidencing any Guaranteed Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where any Applicant is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where any Applicant is principally located.

 Section 4.       Financial Condition of Applicants. Credit may be granted or continued from time to time by the Letter of Credit Issuer to any Applicant without notice to or authorization from any Guarantor regardless of such Applicant's financial or other condition at the time of any such grant or continuation. The Letter of Credit Issuer shall not have an obligation to disclose or discuss with any Guarantor its assessment of the financial condition of any Applicant.

 Section 5.       Subrogation and Subordination. Until the payment in full of the Guaranteed Obligations, the termination of the Agreement and all commitments which could give rise to any Guaranteed Obligation, and the other conditions of this Guaranty have been satisfied ("Guaranty Termination"), no Guarantor shall have any right of subrogation with respect to the Guaranteed Obligations and hereby waives, until Guaranty Termination occurs, (a) any right to enforce any remedy which the Letter of Credit Issuer now has or may hereafter have against any Applicant, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, (b) any benefit of, and any right to participate in, any security or collateral given to the Letter of Credit Issuer to secure payment of the Guaranteed Obligations or any part thereof or any other liability of any Guarantor to the Letter of Credit Issuer, and (c) any right of subrogation, reimbursement, exoneration, contribution or indemnification, in each case, whether or not such claim, remedy or right arises in equity or under contract, statute or common law. If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to the occurrence of Guaranty Termination, such amount shall be held in trust for the benefit of the Letter of Credit Issuer and shall forthwith be paid to the Letter of Credit Issuer to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by such Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. Each Guarantor hereby agrees that any indebtedness of any Applicant to such Guarantor shall be subordinated to the Obligations under the Agreement in the manner and on terms satisfactory to the Letter of Credit Issuer.

 Section 6.       Remedies. Each Guarantor authorizes the Letter of Credit Issuer to take any action or exercise any remedy, in each case, as permitted or available at law or equity, with respect to any collateral from time to time securing the Guaranteed Obligations, which the Letter of Credit Issuer in its sole discretion shall determine, without notice to such Guarantor.

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 Section 7.Notice of Remedies. In the event the Letter of Credit Issuer in its sole discretion elects to give notice of any action with respect to any collateral securing the Guaranteed Obligations or any part thereof, 10 days' written notice mailed to a Guarantor by ordinary mail at the address shown hereon shall be deemed reasonable notice of any matters contained in such notice. Each Guarantor consents and agrees that the Letter of Credit Issuer shall not be under any obligation to marshal any assets in favor of such Guarantor or against or in payment of any or all of the Guaranteed Obligations.

 Section 8.Payment Upon Demand; Reinstatement. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy, administration or reorganization of any Applicant, or otherwise, subject to Section 1(b), all such amounts shall nonetheless be payable by each Guarantor forthwith upon demand by the Letter of Credit Issuer. Each Guarantor further agrees that, to the extent that any Applicant makes a payment or payments to the Letter of Credit Issuer on the Guaranteed Obligations, or the Letter of Credit Issuer receives any proceeds of collateral securing the Guaranteed Obligations, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to such Applicant, its estate, trustee, receiver, debtor in possession or any other party, including, without limitation, such Guarantor, under any insolvency or bankruptcy law, state, federal, or foreign law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred.

 Section 9.Representations and Warranties. Each Guarantor represents and warrants that:

(a)     it is a corporation, partnership or limited liability company (or comparable foreign entity) duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing (or foreign equivalent) under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted;

(b)    it is duly qualified and in good standing (to the extent applicable) as a foreign corporation or other business entity and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to qualify may not reasonably be expected to have a Material Adverse Effect;

(c)     the execution, delivery and performance by such Guarantor of this Guaranty are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its memorandum and articles of association, charter or by-laws or (ii) any law or any contractual restriction binding on or affecting such Guarantor;

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(d)     no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by such Guarantor of this Guaranty; and

(e)     this Guaranty has been duly executed and delivered by such Guarantor and is its legal, valid and binding obligation, enforceable against such Guarantor in accordance with its terms.

 Section 10.      No Waiver; Amendments. No delay on the part of the Letter of Credit Issuer in the exercise of any right, power or remedy shall operate as a waiver thereof, and no single or partial exercise by the Letter of Credit Issuer of any right, power or remedy shall preclude any further exercise thereof; nor shall any amendment, supplement, modification or waiver of any of the terms or provisions of this Guaranty be binding upon the Letter of Credit Issuer, except as expressly set forth in a writing duly signed and delivered by the Letter of Credit Issuer. The failure by the Letter of Credit Issuer at any time or times hereafter to require strict performance by any Applicant or any Guarantor of any of the provisions, warranties, terms and conditions contained in any security agreement, agreement, guaranty, instrument or document now or at any time or times hereafter executed pursuant to the terms of, or in connection with, the Agreement by any Applicant or any Guarantor and delivered to the Letter of Credit Issuer shall not waive, affect or diminish any right of the Letter of Credit Issuer at any time or times hereafter to demand strict performance thereof, and such right shall not be deemed to have been waived by any act or knowledge of the Letter of Credit Issuer, its agents, officers or employees, unless such waiver is contained in an instrument in writing duly signed and delivered by the Letter of Credit Issuer. No waiver by the Letter of Credit Issuer of any default shall operate as a waiver of any other default or the same default on a future occasion, and no action by the Letter of Credit Issuer permitted hereunder shall in any way affect or impair the Letter of Credit Issuer's rights or powers, or the obligations of any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any Guaranteed Obligations owing by any Applicant to the Letter of Credit Issuer shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made.

 Section 11.     Continuing Guaranty. This is a continuing guaranty and applies to all Guaranteed Obligations whenever arising. Subject to the provisions of Section 8 hereof, this Guaranty shall continue in full force and effect against each Guarantor until the earlier to occur of (a) Guaranty Termination and (b) termination in writing by the Letter of Credit Issuer of such Guarantor's obligation under the Security Agreement.

 Section 12.[Intentionally Omitted].

 Section 13.Set-Off. In addition to and without limitation of any rights, powers or remedies of the Letter of Credit Issuer under applicable law, if an Event of Default has occurred and is continuing, the Letter of Credit Issuer may, in its sole discretion, with notice after the fact to such Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of the Guaranteed Obligations (a) any Collateral and (b) any indebtedness due or to become due from the Letter of Credit Issuer to such Guarantor.

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 Section 14.      Taxes. Subject to Section 1(b) above, any and all payments by a Guarantor hereunder will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding income or franchise taxes imposed on the Letter of Credit Issuer's net income by the jurisdiction under the laws of which the Letter of Credit Issuer is organized or any political subdivision thereof or by the jurisdiction of the Letter of Credit Issuer's lending office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being "Taxes"). If a Guarantor is required by law to deduct any Taxes from or in respect of any sum payable hereunder (a) the sum payable will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Letter of Credit Issuer will receive an amount equal to the sum it would have received had no such deductions been made, (b) such Guarantor will make such deductions, and (c) such Guarantor will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, each Guarantor will pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Guaranty or the Guaranteed Obligations ("Other Taxes"). Such Guarantor will promptly furnish to the Letter of Credit Issuer the original or a certified copy of a receipt evidencing payment thereof. Subject to Section 1(b) above, each Guarantor will indemnify the Letter of Credit Issuer for the full amount of Taxes or Other Taxes paid by the Letter of Credit Issuer or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted, within 30 days of the Letter of Credit Issuer's request therefor. Without prejudice to the survival of any other agreement contained herein, the Guarantors' agreements and obligations contained in this Section will survive Guaranty Termination.

Notwithstanding anything to the contrary contained herein or in any document or agreement evidencing a Guaranteed Obligation, the Guarantors and the Letter of Credit Issuer (and each of their respective employees, representatives or other agents) may disclose to the U.S. Internal Revenue Service or any other government agency or regulatory body having jurisdiction over the parties, the U.S. tax treatment and U.S. tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing persons relating to such U.S. tax treatment and U.S. tax structure.

 Section 15.     Guarantors' Credit Decision, Etc. Each Guarantor has, independently and without reliance on the Letter of Credit Issuer and based on such documents and information as such Guarantor has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty. Each Guarantor has adequate means to obtain from the Applicants on a continuing basis information concerning the financial condition, operations and business of the Applicants, and no Guarantor is relying on the Letter of Credit Issuer to provide such information now or in the future. Each Guarantor acknowledges that it will receive substantial direct and indirect benefit from the extensions of credit contemplated by this Guaranty.

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 Section 16.     GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING BROUGHT BY THE LETTER OF CREDIT ISSUER ARISING OUT OF OR RELATING TO THIS GUARANTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH GUARANTOR HEREBY AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH GUARANTOR AGREES THAT ANY ACTION OR PROCEEDING BROUGHT BY CAMERON OR ANY OF ITS SUBSIDIARIES AGAINST THE LETTER OF CREDIT ISSUER OR ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF. NOTHING IN THIS GUARANTY OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LETTER OF CREDIT ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN ANY COURT OF COMPETENT JURISDICTION, INCLUDING THE JURISDICTIONS OF INCORPORATION OF ANY GUARANTOR NOT INCORPORATED IN THE UNITED STATES.

 Section 17.     SERVICE OF PROCESS. EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT ITS ADDRESS LISTED UNDER ITS SIGNATURE HERETO. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS.

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 Section 18.     DAMAGES. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY ACTION OR PROCEEDING REFERRED TO IN SECTION 17 ANY EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.

 Section 19.     Appointment of Process Agent. Any Guarantor that is not incorporated under the laws of the United States of America (a "Non-U.S. Guarantor") irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the Effective Date at 111 Eighth Avenue, New York, NY 10011, as its agent to receive on behalf of it and its properties service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing by certified mail a copy of such process to the applicable Non-U.S. Guarantor, in care of the Process Agent at the Process Agent's above address, with a copy to Cameron, at its address specified in the Agreement, and each Non-U.S. Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Non-U.S. Guarantor also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to it at its address listed under its signature hereto. Each Non-U.S. Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the right of the Letter of Credit Issuer to serve legal process in any other manner permitted by applicable law or affect the right of the Letter of Credit Issuer to bring any suit, action or proceeding against each Non-U.S. Guarantor or its property in the courts of other jurisdictions.

 Section 20.     WAIVER OF JURY TRIAL. EACH GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

 Section 21.     Judgment. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in U.S. Dollars into a Non-USD Currency, each Guarantor agrees that the rate of exchange used will be that at which, in accordance with normal banking procedures, the Letter of Credit Issuer could purchase U.S. Dollars with such Non-USD Currency on the business day preceding that on which final judgment is given. Subject to Section 1(b) above, the obligation of each Guarantor in respect of any sum due hereunder will, notwithstanding any judgment in a Non-USD Currency, be discharged only to the extent that on the date such Guarantor makes payment to the Letter of Credit Issuer of any sum adjudged to be so due in such Non-USD Currency, the Letter of Credit Issuer may, in accordance with normal banking procedures, purchase U.S. Dollars with such Non-USD Currency; if the U.S. Dollars so purchased are less than the sum originally due to the Letter of Credit Issuer in U.S. Dollars, each Guarantor agrees, as a separate obligation and notwithstanding any such judgment, subject to Section 1(b) above, to indemnify the Letter of Credit Issuer against such loss, and if the U.S. Dollars so purchased exceed the sum originally due to the Letter of Credit Issuer in U.S. Dollars, the Letter of Credit Issuer agrees to remit to such Guarantor such excess.

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 Section 22.     Indemnity. Subject to Section 1(b) above, each Guarantor hereby indemnifies and holds harmless the Letter of Credit Issuer and each of its directors, officers, employees and attorneys (collectively, "Indemnified Parties") from and against any and all expenses, losses, claims, damages, liabilities and expenses (including reasonable fees and disbursements of counsel and claims, damages, losses, liabilities and expenses related to environmental matters) (collectively, "Losses") for which any of them may become liable or which may be incurred by or asserted against an Indemnified Party, in each case arising out of, related to or in connection with (i) the fraud, forgery or illegal action of parties other than the Indemnified Party, (ii) the enforcement of this Guaranty or any rights or remedies under or in connection with this Guaranty, or (iii) the acts or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or cause or event which is beyond the control of such Indemnified Party; in each case EXPRESSLY INCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY AS DETERMINED PURSUANT TO A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 22, BE INDEMNIFIED FOR ITS OWN ORDINARY NEGLIGENCE. The Letter of Credit Issuer will provide Cameron prompt notice of any matter (other than matters solely among Indemnified Parties) as to which indemnification pursuant to this Section 22 is claimed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give Cameron written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding.

 Section 23.[Intentionally Omitted.]

 Section 24.     Fraudulent Transfer Laws. Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable debtor relief laws of any applicable jurisdiction (collectively, the "Fraudulent Transfer Laws"), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case

  (a)after giving effect to all liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding

(1)    any liabilities of such Guarantor in respect of intercompany indebtedness to any Applicant or other affiliates of any Applicant to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder;

(2)    any liabilities of such Guarantor under this Guaranty; and

(3)    any liabilities of such Guarantor under other guaranties of and joint and several co-borrowings of debt entered into on the date this Guaranty becomes effective, which contain a limitation as to maximum amount substantially similar to that set forth in this Section 24 (each such other guaranty and joint and several co-borrowing entered into on the date this Guaranty becomes effective, a "Competing Guaranty") to the extent such Guarantor's liabilities under such Competing Guaranty exceed an amount equal to (x) the aggregate principal amount of such Guarantor's obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 24), multiplied by (y) a fraction (I) the numerator of which is the aggregate principal amount of such Guarantor's obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 24), and (II) the denominator of which is the sum of (A) the aggregate principal amount of the obligations of such Guarantor under all other Competing Guarantees (notwithstanding the operation of those limitations contained in such other Competing Guarantees that are substantially similar to this Section 24), (B) the aggregate principal amount of the obligations of such Guarantor under this Guaranty (notwithstanding the operation of this Section 24), and (C) the aggregate principal amount of the obligations of such Guarantor under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 24)); and

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  (b)after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any right of contribution under Section 23).

 Section 25.Miscellaneous.

  (a)Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

  (b)      Notice. Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered to any party hereto under this Guaranty shall be served, given or delivered in accordance with Section 8.02 of the Agreement.

  (c)   Fees nd Expenses. Subject to Section 1(b) above, each Guarantor agrees to pay all costs, fees and expenses (including reasonable attorneys' fees of the Letter of Credit Issuer) incurred by the Letter of Credit Issuer in collecting or enforcing the obligations of such Guarantor under this Guaranty.

  (d)Successors and Assigns. This Guaranty shall bind each Guarantor and its successors and assigns and shall inure to the benefit of the Letter of Credit Issuer and its successors and assigns. All references herein to an Applicant shall be deemed to include its respective successors and assigns including, without limitation, a receiver, trustee or debtor in possession of or for such Applicant.

[Signature Page Follows.]

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IN WITNESS WHEREOF, each Guarantor has entered into this Guaranty as of [___________].

[____________________]

By:

Print Name:

Title:

Address:

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EXHIBIT B

Compliance Certificate

Attached.

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

To:Citibank, N.A., as Letter of Credit Issue

1615 Brett Road OPS III

New Castle, DE 19720

Attention: Lorie Paulin

Facsimile: 212-994-0961

Email address:lorie.paulin@citi.com

This Compliance Certificate is furnished pursuant to that certain Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012, (as amended, modified, renewed or extended from time to time, the "Agreement") among Cameron International Corporation, a Delaware corporation ("Cameron"), certain subsidiaries of Cameron that may from time to time be party thereto, and Citibank, N.A., as Letter of Credit Issuer. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.       I am the duly elected ---------------------------- of Cameron.

2.        I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Cameron and its Subsidiaries during the accounting period covered by the attached financial statements (the "Subject Period").

3.       The examinations described in Section 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the Subject Period or as of the date of this Compliance Certificate, except as set out below.

4.        Schedule I attached hereto sets forth financial data and computations evidencing Cameron's compliance with the covenant in Section 5.22 of the Agreement, all of which data and computations are true, complete and correct, including reasonably detailed calculations by management reflecting the effect on the financial statements furnished hereunder of excluding Unrestricted Subsidiaries.

5.       With respect to the determination of the rates applicable to Commitment Fees and Issuance Fees, Level [ ] Status (as defined in the Pricing Schedule in Schedule 1.01(b) of the Agreement) exists as of the date hereof.

6.       Schedule II attached hereto sets forth the various reports and deliveries which are required at this time under Section 5.01(a) or (b) of the Agreement, as applicable, and under the other Credit Documents, and the status of compliance.

 Described below are the exceptions, if any, to Section 3, listing in detail the nature of the condition or event, the period during which it has existed and the action which any Applicant has taken, is taking, or proposes to take with respect to each such condition or event:

7.       (a) The [quarterly] [annual] financial statements required to be furnished by Cameron under Section 5.01[(a)(i)][(b)(i)] of the Agreement are available on-line through EDGAR.

  (b)      The [quarterly] [annual] financial statements required to be furnished by Cameron under Section 5.01[(a)(ii)][(b)(ii)] of the Agreement are attached as Schedule III hereto. Such financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of the Unrestricted Subsidiaries on a combined consolidated basis in accordance with GAAP, subject only to [normal year-end adjustments and] the absence of inapplicable footnotes.

The foregoing certifications, together with the computations set out in Schedule I hereto and the financial statements delivered with this Compliance Certificate in support hereof, aremade and delivered this day of__, 20__.

Very truly yours,

CAMERON INTERNATIONAL CORPORATION

By:

Name:

Title:

cc:	Citibank, N.A.
	388 Greenwich Street, 34th Floor
	New York, NY 10013
	Attention: Robert Malleck
	Telephone: (212) 816-5435
	Facsimile: (646) 192-1688
	Email: robert.malleck@citi.com
	Citi Global Energy
	811 Main Street, Suite 4000
	Houston TX 77002
	Attention: Nannette N. Dockal
	Telephone:713-821-4737
	Facsimile :713-481-0245
	Email: nannette.n.dockal@citi.com

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SCHEDULE I

TO COMPLIANCE CERTIFICATE

Compliance as of___, 20__ withProvisions of Sections 5.22 of the Agreement

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SCHEDULE II

TO COMPLIANCE CERTIFICATE

Reports and Deliveries Currently Due

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SCHEDULE III

TO COMPLIANCE CERTIFICATE

Quarterly/Annual Financial Statements of the Unrestricted Subsidiaries

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EXHIBIT C

Joinder Agreement

Attached.

EXHIBIT C

JOINDER AGREEMENT

THIS JOINDER AGREEMENT TO AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT (this "Joinder") is executed as of [, 201__] (the "Effective Date") by Cameron International Corporation, a Delaware corporation ("Cameron"), each of the undersigned Restricted Subsidiaries of Cameron (each a "New Subsidiary"), and Citibank, N.A., as Letter of Credit Issuer and Secured Party ("Citibank").

RECITALS

A.Reference is made to the Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012 (as amended, supplemented or otherwise modified from time to time, the "LC Agreement") entered into among Cameron, certain subsidiaries of Cameron that may from time to time be party thereto (the "Subsidiary Applicants" and, together with Cameron, the "Applicants"), and Citibank, N.A., as Letter of Credit Issuer (the "Letter of Credit Issuer"). All capitalized terms used but not defined herein have the meanings given them in the LC Agreement.

B.Section 8.23 of the LC Agreement provides that additional Restricted Subsidiaries of Cameron may become Subsidiary Applicants under the LC Agreement by execution and delivery of an instrument in the form of this Joinder. The New Subsidiary is executing this Joinder in accordance with the Section 8.23 of the LC Agreement to become a Subsidiary Applicant under the LC Agreement.

C.Each New Subsidiary is a direct or indirect Restricted Subsidiary of Cameron and desires to become a Subsidiary Applicant under the LC Agreement.

Accordingly, Citibank, Cameron and each New Subsidiary agree as follows:

SECTION 1. In accordance with Section 8.23 of the LC Agreement, each New Subsidiary by its signature below becomes a Subsidiary Applicant under the LC Agreement with the same force and effect as if originally named therein as a Subsidiary Applicant, and each New Subsidiary hereby agrees to all the terms, provisions and obligations of the LC Agreement applicable to it as a Subsidiary Applicant thereunder. Each reference to a "Subsidiary Applicant" or "Applicant" in the LC Agreement shall be deemed to include each New Subsidiary.

SECTION 2. Upon the effectiveness of this Joinder, Schedule 4.01(h)(ii) to the LC Agreement shall be replaced by Schedule 4.01(h)(ii) attached hereto.

SECTION 3. Each New Subsidiary represents and warrants to Citibank that:

a.       this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms,

b.      after joining the LC Agreement as set forth above, the representations and warranties set forth in the LC Agreement with respect to such New Subsidiary are true and correct as of the date of this Joinder, and

c.      no Event of Default or Default has occurred and is continuing or would result from the joinder of such New Subsidiary to the LC Agreement.

SECTION 4. This Joinder shall become effective with respect to each New Subsidiary upon receipt by Citibank (or its counsel) of the following:

a.       multiple original counterparts from each party hereto, as requested by Citibank, of this Joinder duly and validly executed and delivered by duly authorized officers, directors or attorneys-in-fact, as applicable, of each such party;

b.      all additional (or amendments to the existing) CitiDirect Documents, as requested by Citibank;

c.       evidence of appointment of CT Corporation System as domestic process agent of each New Subsidiary that will be a Non-U.S. Applicant;

d.      a certificate of the Secretary, Assistant Secretary, or any other officer, director, or manager of each such New Subsidiary certifying as to (i) the resolutions of the board of directors or managers of such New Subsidiary authorizing the execution of each Credit Document to which such New Subsidiary is a party, (ii) the charter and bylaws or other applicable organizational documents of such New Subsidiary, (iii) certificates of existence, good standing and qualification, or an equivalent thereto, from appropriate government officials with respect to such New Subsidiary, provided that such government officials of the applicable jurisdiction issue such certificates or an equivalent thereto, (iv) all other documents evidencing any necessary company action and governmental, shareholder and third-party consents, approvals and filings, if any, with respect to each such Credit Document and the transactions thereunder, and (v) the names and true signatures of the officers (or agents) of such New Subsidiary authorized to sign each Credit Document to be executed by it.

SECTION 5. All communications and notices to any New Subsidiary under the LC Agreement shall be in writing and given as provided in Section 8.02 of the LC Agreement to the address for such New Subsidiary set forth under its signature below.

SECTION 6. Each New Subsidiary shall cooperate with Citibank and execute such further instruments and documents as Citibank reasonably requests to effect, to the reasonable satisfaction of Citibank, the purposes of this Joinder.

SECTION 7. This Joinder and the other Credit Documents shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflicts of law rules (other than Section 5-1401 of the New York General Obligations Law).

SECTION 8. This Joinder may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement.

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SECTION 9. Except as expressly supplemented hereby, the LC Agreement shall remain in full force and effect.

SECTION 10. The New Subsidiary agrees to reimburse Citibank for its reasonable out-of-pocket expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of counsel for Citibank.

THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature pages follow.]

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IN WITNESS WHEREOF this Joinder is executed and delivered as of the Effective Date.

NEW SUBSIDIAR[Y][IES]:

[NAME OF NEW SUBSIDIARY]

By:

Name:

Title:

Address:

[NAME OF NEW SUBSIDIARY]

By:

Name:

Title:

Address:

ACKNOWLEDGED AND ACCEPTED:

CAMERON INTERNATIONAL CORPORATION

By:

Name:

Title:

CITIBANK, N.A., as Letter of Credit Issuer

By:

Name:

Title:

Signature Page to Joinder Agreement

SCHEDULE 4.01(H)(II) TO LC AGREEMENT

Subsidiary Applicants

Subsidiary	Jurisdiction of	Address	Organizational
			Number
Applicant	Organization
Cameron Limited	United Kingdom	Baker & McKenzie 100 New Bridge Street London, England EC4V 6JA	400176
Cameron France S.A.S.	France	Plaine Saint-Pierre C-S 620 Beziers Cedex France 34535	582 122 230
Cameron Italy S.R.L	Italy	Via Italo Betto 11 Voghera (PV) Pavia, Italy 27058	12055830157
Cameron Italy Holding S.R.L.	Italy	Via Vittor Pisani, 20 Milan Italy 20124	07138870964
Cameron Systems S.R.L.	Italy	Via Cantu 8/10 Cinisello Balsamo (MI) Milan, Italy 20092)	02980670968
Cameron GmbH	Germany	Lückenweg 1 Celle, Germany 29227	HRB 100653
Cameron do Brasil Ltda	Brazil	Baker & McKenzie (Trench, Rossi e Watanabe) – Ales Av Dr Chucri Zaidan, 920, 130 Andar Market Place Tower Sao Paulo Sao Paulo 04583-904	33.206.850.520
Cameron Systems de Venezuela, S.A.	Venezuela	Rodner, Martinez & Associates Edificio Torre Clement, Piso 2 Piso 2, Avenida Venezuela; Urbanizacion El Rosal Caracas, Venezuela 1060	J-070418881-8

Schedule 4.01(h)(ii) to LC Agreement

Cameron Venezolana, S.A.	Venezuela	Rodner, Martinez & Associates Edificio Torre Clement, Piso 2 Piso 2, Avenida Venezuela; Urbanizacion El Rosal Caracas, Venezuela 1060	J-07039128-6
Cameron Canada Corporation	Canada (Nova Scotia)	McInnes Cooper Purdy’s Wharf Tower II 1300-1969 Upper Water Street Halifax Nova Scotia B3J 2V1	3200556
Cameron de Mexico, S.A. de S.V.	Mexico	Avenida Acacias S/N Col. Cd. Industrial Bruno Paglia Tejeria Veracruz, Mexico C.P. 91697	CCM-931027JG5
Cameron (Singapore) Pte. Ltd.	Singapore	No. 2 Gul Circle Jurong Industrial Estate Jurong, Singapore 629560	197401101H
[NEW SUBSIDIARY]	[______]	[___________]	[________]

Schedule 4.01(h)(ii) to LC Agreement

EXHIBIT D

Request to Withdraw Collateral

Attached

EXHIBIT D

FORM OF REQUEST TO WITHDRAW COLLATERAL

[Date]

Citi Global Energy

811 Main Street, Suite 4000

Houston, Texas 77002

Attention: Nannette N. Dockal

Telephone: 713-821-4737

Facsimile: 713-481-0245

Email: nannette.n.dockal@citi.com

Ladies and Gentlemen:

The undersigned, Cameron International Corporation ("Cameron"), refers to the Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012 (as amended and otherwise modified from time to time, the "Agreement", the terms defined therein being used herein as therein defined), among Cameron, certain subsidiaries of Cameron that may from time to time be party thereto, and Citibank, N.A., as Letter of Credit Issuer, and hereby gives you notice, pursuant to Section 2.13(h) of the Agreement that the undersigned hereby requests that the Letter of Credit Issuer approve a withdrawal of Collateral from the Collateral Account listed below, and in connection with such request sets forth below the information related to such withdrawal (the "Requested Withdrawal") as required by Section 2.13(h) of the Agreement:

(a)     The Requested Withdrawal will withdraw Collateral from the following Collateral Account:.

(b)     The Business Day of the Requested Withdrawal is, ____.¹

(c)     The amount of the Requested Withdrawal is [$][₤][€].

(d) [  The Requested Withdrawal relates to the [termination of][reduction in value of] the following Secured Letter[s] of Credit:

 (i)      Letter of Credit numberissued on, ____ infavor of.

 (ii)     [Repeat Line (d)(i) above if necessary].]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Requested Withdrawal:

¹ Insert a Business Day that is at least 5 Business Days after the date of this Request to Withdraw Collateral.

(1)     the representations and warranties contained in Section 4.01 of the Agreement and in the other Credit Documents will be true and correct (other than those representations and warranties that expressly relate solely to a specific earlier date and that remain true and correct as of such earlier date), before and after giving effect to the Requested Withdrawal, as though made on and as of such date;

(2)     no Event of Default or Default has occurred and is continuing, or would result from the Requested Withdrawal;

(3)     Complete Collateral Compliance exists and will exist after giving effect to the Requested Withdrawal;

(4)     the Requested Withdrawal is made in compliance with Section [select applicable section][2.13(h)(i)(A)][2.13(h)(i)(B)][2.13(h)(ii)] of the Agreement; [and]

(5)     attached hereto as Exhibit A is a Collateral Certificate dated as of the date of the Requested Withdrawal demonstrating that Complete Collateral Compliance exists on a pro forma basis after giving effect to the Requested Withdrawal; [and]

[(6)    attached hereto as Exhibit B is a Compliance Certificate dated as of the date of the Requested Withdrawal demonstrating pro forma compliance with the ratio in Section 2.13(d) of the Agreement after giving effect to the Requested Withdrawal]²

Very truly yours,

CAMERON INTERNATIONAL CORPORATION

By:

Name:

Title:

cc:	Citibank, N.A.
	388 Greenwich Street, 34th Floor
	New York, NY 10013
	Attention: Robert Malleck
	Telephone: (212) 816-5435
	Facsimile: (646) 192-1688
	Email: robert.malleck@citi.com

² To be included if Requested Withdrawal relates to Collateral required to be pledged pursuant to Section 2.13(d) of the Agreement.

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EXHIBIT A

COLLATERAL CERTIFICATE

See attached

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[EXHIBIT B

COMPLIANCE CERTIFICATE

See attached.]

-4-

EXHIBIT E

Form of Security Agreement

Attached.

EXHIBIT E

FORM OF SECURITY AGREEMENT

Dated as of February 2, 2012

among

CAMERON INTERNATIONAL CORPORATION

and the other Debtors parties hereto

in favor of

CITIBANK, N.A., as Secured Party

TABLE OF CONTENTS

SECTION 1. DEFINITIONS		1
1.1	Defined Terms	1
1.2	Interpretation	1
1.3	Certain Definitions	1
SECTION 2. GRANT OF SECURITY INTEREST		2
2.1	Grant of Security Interest	2
2.2	Fraudulent Transfer Laws	3
SECTION 3. REPRESENTATIONS AND WARRANTIES		3
3.1	Ownership of Property; No Other Liens; Transferability	3
3.2	Perfected First-Priority Liens	3
3.3	Debtor's Legal Name; Jurisdiction of Organization; Chief Executive Office	4
3.4	No Consents or Approvals Required	4
SECTION 4. COVENANTS AND AGREEMENTS		4
4.1	Reserved	4
4.2	Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney	4
4.3	Changes in Name, etc	6
4.4	No Transfer of Collateral	6
4.5	Proceeds to be Held as Collateral	6
4.6	Collateral Accounts	6
SECTION 5. REMEDIAL PROVISIONS		6
5.1	General Interim Remedies	7
5.2	Foreclosure	7
5.3	Application of Proceeds	8
5.4	Waiver of Certain Rights	8
5.5	Remedies Cumulative	8
5.6	Reinstatement	8
5.7	Deficiency	8
SECTION 6. MISCELLANEOUS		9
6.1	Amendments	9
6.2	Notices	9
6.3	No Waiver by Course of Conduct; Cumulative Remedies; No Duty	9

ii

TABLE OF CONTENTS

6.4	Costs and Expenses	9
6.5	Successors and Assigns	9
6.6	Counterparts	9
6.7	Severability	9
6.8	Section Headings	10
6.9	Integration; Direct Conflict	10
6.1	Additional Debtors	10
6.11	GOVERNING LAW	10
6.12	WAIVER OF JURY TRIAL	10
6.13	Submission to Jurisdiction	10
6.14	SERVICE OF PROCESS	11
6.15	Appointment of Process Agent	11
6.16	Indemnification	12
6.17	Termination; Releases	12
SCHEDULES
Schedule 3.3 -	Debtors' Organization, Location, and Filing Information
ANNEXES
Annex I -	Form of Supplement Agreement

iii

SECURITY AGREEMENT

This SECURITY AGREEMENT dated as of February 2, 2012 (this "Agreement"), is among CAMERON INTERNATIONAL CORPORATION, a Delaware corporation ("Cameron"), certain subsidiaries of Cameron party hereto from time to time (the "Subsidiary Debtors" and, collectively with Cameron, the "Debtors"), and CITIBANK, N.A. (the "Secured Party").

INTRODUCTION

A.      Reference is made to the Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012 (as amended or otherwise modified from time to time, the "L/C Agreement") among Cameron, certain subsidiaries of Cameron party thereto from time to time, and the Secured Party.

B.      It is a condition precedent to the effectiveness of the L/C Agreement and the issuing of Letters of Credit thereunder that the Debtors shall have entered into this Agreement, in order to secure the Debtors' obligations under the L/C Agreement and all other Secured Obligations (as defined below).

In consideration of the credit and other direct and indirect benefits expected to be received in connection with the L/C Agreement, including as a result of the shared identity of interest as members of a combined group of companies, and for other good, valuable, and reasonably equivalent consideration, each Debtor jointly and severally agrees with the Secured Party as follows:

SECTION 1.

DEFINITIONS

1.1Defined Terms. Terms defined above and elsewhere in this Agreement shall have their specified meanings. Capitalized terms used herein but not defined herein shall have the meanings specified by the L/C Agreement. All terms used herein and defined in the UCC shall have the same definitions herein as specified therein.

1.2Interpretation. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Debtor, shall refer to such Debtor's Collateral or the relevant part thereof. Each Debtor agrees to the terms and provisions of Sections 1.02, 1.03, and 1.04 of the L/C Agreement and such terms and provisions are incorporated herein for all purposes.

1.3Certain Definitions. The following terms shall have the following meanings:

"Collateral" has the meaning specified in Section 2.1.

"Collateral Account" has the meaning specified in the L/C Agreement.

"Investment Property" means all investment property now owned or hereafter acquired by any Debtor, wherever located, including (i) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (ii) all securities entitlements of any Debtor, including the rights of any Debtor to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (iii) all securities accounts of any Debtor; (iv) all  commodity contracts of any Debtor; and (v) all commodity accounts held by any Debtor.

"Liquid Assets" means all cash and cash equivalents at any time held by any of the Debtors, all monies, proceeds or sums due or to become due therefrom or thereon and all documents (including, but not limited to passbooks, certificates and receipts) evidencing all funds and investments.

"Proceeds" means all of each Debtor's present and future (a) proceeds of the Collateral, whether arising from the collection, sale, lease, exchange, assignment, licensing, or other disposition of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any person acting under authority from a Governmental Authority), (c) claims against third parties for impairment, loss, damage, or impairment of the value of such Collateral, and (d) any and all proceeds of, and all claims for, any insurance, indemnity, warranty or guaranty payable from time to time with respect to any of the Collateral, in each case whether represented as money, deposit accounts, accounts, general intangibles, securities, instruments, documents, chattel paper, inventory, equipment, fixtures, or goods.

"Secured Obligations" means (a) the Obligations and (b) any increases, extensions, renewals, replacements, and rearrangements of the foregoing obligations under any amendments, supplements, and other modifications of the agreements creating the foregoing obligations, in each case, whether direct or indirect, absolute or contingent.

"State of Organization" means the jurisdiction of organization of each of the Debtors as listed on Schedule 3.3, as the same may be changed in accordance with Section 4.3.

"UCC" means the Uniform Commercial Code as in effect on the date hereof in the State of New York, as amended from time to time, and any successor statute.

SECTION 2.

GRANT OF SECURITY INTEREST

2.1     Grant of Security Interest. Each Debtor hereby pledges and grants to the Secured Party, a Lien on and security interest in and to all of such Debtor's right, title, and interest in and to the following property (the "Collateral") to secure the payment and performance in full of the Secured Obligations: (a) all Collateral Accounts, (b) all Investment Property and Liquid Assets from time to time on deposit in any Collateral Account, (c) any and all additions, accessions and improvements to, all substitutions and replacements for and all products of or derived from the foregoing, and (d) all Proceeds of the foregoing.

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To the extent that the Collateral is not subject to the UCC, each Debtor collaterally assigns all of such Debtor's right, title, and interest in and to such Collateral to the Secured Party to secure the payment and performance of the Secured Obligations to the full extent that such a collateral assignment is possible under the relevant law.

2.2Fraudulent Transfer Laws. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Debtor under this Agreement shall be limited to the maximum liability that such Debtor may incur without rendering this Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any applicable state or federal law.

SECTION 3.

REPRESENTATIONS AND WARRANTIES

To induce the Secured Party to issue Letters of Credit for the account of the Debtors under the L/C Agreement, each Debtor hereby represents and warrants to the Secured Party that:

3.1Ownership of Property; No Other Liens; Transferability.

  (a)      Each Debtor owns and has good title to each item of the Collateral, and is  the record and beneficial owner of the Investment Property pledged by it hereunder, in each case free and clear of any and all Liens, options, or claims of others except for Liens permitted under Section 5.17 of the L/C Agreement.

  (b)      No financing statement or other public notice with respect to all or any part of the Collateral has been consented to by any Debtor or is on file or of record in any public office, except such as have been filed in favor of the Secured Party pursuant to this Agreement. No person other than the Secured Party has control or possession of all or any part of the Collateral, except an Account Institution that is subject to an Account Control Agreement.

  (c)      Except as expressly permitted by the L/C Agreement or any other Credit Document, there is no agreement, order, judgment or decree, and no Debtor shall enter into any agreement or take any other action, that could reasonably be expected to restrict the transferability of any of the Collateral or otherwise impair or conflict with such Debtor's obligations or the rights of the Secured Party hereunder.

3.2Perfected First-Priority Liens. The security interests granted pursuant to this Agreement (a) will, upon completion of the filing of UCC financing statements describing the Collateral in the offices located in the jurisdictions listed on Schedule 3.3 and the entry into an Account Control Agreement with respect to each Collateral Account, constitute valid perfected security interests in the Collateral in favor of the Secured Party as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Debtor and any Persons purporting to purchase any Collateral from such Debtor and (b) are prior to all other Liens on the Collateral.

3.3Debtor's Legal Name; Jurisdiction of Organization; Chief Executive Office. Each Debtor's exact legal name is set forth on the signature page hereof, and from and after an amendment or modification thereto, on a written notification delivered to the Secured Party pursuant to Section 4.3. Except as set forth in Schedule 3.3, such Debtor has not conducted business under any name other than its current name during the last five years prior to the date of this Agreement. On the date hereof, such Debtor's jurisdiction of organization, type of organization, identification number from the jurisdiction of organization (if any), and the location of such Debtor's chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 3.3.

3.4No Consents or Approvals Required. Except the filing of UCC financing statements as contemplated by Section 3.2 and the entry into an Account Control Agreement with respect to each Collateral Account, no consent of any Person and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required in connection with (a) the execution, delivery, performance, validity or enforceability of this Agreement, (b) the perfection or maintenance of the security interest created hereby (including the first-priority nature thereof), or (c) the exercise by the Secured Party of the rights provided for in this Agreement.

SECTION 4.

COVENANTS AND AGREEMENTS

Each Debtor covenants and agrees with the Secured Party that, from and after the date of this Agreement until this Agreement terminates in accordance with Section 6.17(a):

4.1Reserved.

4.2Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney.

  (a)       Such Debtor shall maintain the security interest created by this Agreement in the Collateral as an Acceptable Security Interest and shall defend such security interest against the claims and demands of all Persons whomsoever.

  (b)      In addition to the reporting requirements under Section 5.01 of the L/C Agreement, such Debtor will furnish to the Secured Party from time to time statements and schedules further identifying and describing the assets and property of such Debtor and such other reports in connection with the Collateral as the Secured Party may reasonably request, all in reasonable detail.

  (c)      Each Debtor further agrees to take any other action reasonably requested by the Secured Party to ensure the attachment, perfection and priority of, and the ability of the Secured Party to enforce, the security interest in any and all of the Collateral including, without limitation, (i) executing, approving, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that any Debtor's signature thereon is required therefor; and (ii) complying with any provision of any statute, law, regulation or treaty of the United States or any other country, including the UCC of any applicable jurisdictions, as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Secured Party to enforce, the security interest in such Collateral.

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  (d)Each Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any applicable jurisdiction in which the Uniform Commercial Code has been adopted and is in effect any initial financing statements and amendments thereto that (a) sufficiently describe the Collateral, and (b) contain any other information required by the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment. Each Debtor agrees to furnish any such information to the Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Secured Party to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

  (e)During the existence of an Event of Default,

 (i)      At the Secured Party's written request, each Debtor shall take any actions reasonably requested by the Secured Party with respect to such Event of Default, including diligently endeavoring to cure any material defect existing or claimed, and taking all reasonably necessary and desirable steps for the defense of any legal proceedings, including the employment of counsel, the prosecution or defense of litigation, and the release or discharge of all adverse claims;

 (ii)     The Secured Party, whether or not named as a party to any legal proceedings, is authorized to take any additional steps as the Secured Party deems necessary or desirable for the defense of any such legal proceedings or the protection of the validity or priority of this Agreement and the security interests, collateral assignments, and other Liens created hereunder, including the employment of independent counsel, the prosecution or defense of litigation, the compromise or discharge of any adverse claims made with respect to any Collateral and the payment or removal of prior liens or security interests, and the expenses of the Secured Party in taking such action shall be paid by the Debtors; and

 (iii)    Each Debtor agrees that, if such Debtor fails to perform under this Agreement or any other Credit Document to which such Debtor is a party, the Secured Party may, but shall not be obligated to, perform such Debtor's obligations under this Agreement or such other Credit Document, and any reasonable expenses incurred by the Secured Party in performing such Debtor's obligations shall be paid by such Debtor. Any such performance by the Secured Party may be made by the Secured Party in reasonable reliance on any statement, invoice, or claim, without inquiry into the validity or accuracy thereof. The amount and nature of any expense of the Secured Party hereunder shall be conclusively established by a certificate of any officer of the Secured Party absent manifest error, and such amount shall be included in the Secured Obligations.

  (f)Each Debtor irrevocably appoints the Secured Party as such Debtor's attorney in fact, with full authority to act during the existence of an Event of Default, for such Debtor and in the name of such Debtor, to take any action and execute any agreement which the Secured Party deems necessary or advisable to accomplish the purposes of this Agreement, including the actions that Secured Party is expressly authorized to take pursuant to this Agreement (including pursuant to paragraph (e) above), and instituting proceedings the Secured Party deems necessary or desirable to enforce the rights of the Secured Party with respect to this Agreement.

4.3     Changes in Name, etc. Such Debtor will not, except upon 30 days' prior written notice to the Secured Party or such lesser period to which the Secured Party may agree in writing, (a) change its type of organization, jurisdiction of organization or other legal structure from that referred to in Section 3.3, (b) change its organizational number if it has one, or (c) change its name. Promptly following such notice to the Secured Party and before taking any action described in clause (a), (b), or (c) above, such Debtor shall deliver to the Secured Party all additional approved or executed financing statements and other executed documents reasonably requested by the Secured Party to maintain the validity, perfection, and priority of the security interests provided for or required herein.

4.4     No Transfer of Collateral. No Debtor shall sell, offer to sell, convey, assign or otherwise transfer, grant any option with respect to, or transfer out of a Collateral Account, any of the Collateral pledged by it hereunder or any interest therein except as permitted by the L/C Agreement. Such Debtor shall not grant "control" (within the meaning of such term under Article 9-106 of the UCC) over any Collateral to any Person other than the Secured Party.

4.5     Proceeds to be Held as Collateral. Unless otherwise expressly provided in the L/C Agreement or this Agreement, all Proceeds of any Collateral received by such Debtor hereunder shall be kept in the applicable Collateral Account. All Proceeds in a Collateral Account shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the L/C Agreement.

4.6     Collateral Accounts. For each Collateral Account, such Debtor shall take any actions requested by the Secured Party to enable the Secured Party to obtain "control" (within the meaning of Section 9-104 of the UCC) with respect thereto, including executing, and causing the Account Institution with respect to such Collateral Account to execute, an Account Control Agreement reasonably acceptable to the Secured Party. The Secured Party agrees with each Debtor that the Secured Party will not give any entitlement orders or instructions to an Account Institution directing the disposition of Collateral in a Collateral Account, unless an Event of Default exists as provided in the L/C Agreement. The Secured Party agrees promptly to notify such Debtor after it gives any entitlement orders or instructions to an Account Institution directing the disposition of Collateral in a Collateral Account, provided that the failure to give such notice shall not affect the validity of such entitlement orders or instructions.

SECTION 5.

REMEDIAL PROVISIONS

During the existence of an Event of Default, the Secured Party may, in addition to the other rights and remedies provided for in any other Credit Document or otherwise available to it, exercise one or more of the remedies specified elsewhere in this Agreement or the following remedies:

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5.1     General Interim Remedies. During the existence of an Event of Default, the Secured Party may exercise one or more of the following remedies:

  (a)       To the extent permitted by law, the Secured Party may exercise all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or any other applicable law.

  (b)      The Secured Party may prosecute actions in equity or at law for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy.

  (c)       The Secured Party may exercise any and all rights and remedies of any of the Debtors under or in connection with the Collateral, or otherwise in respect of the Collateral, including without limitation, (i) any and all rights of such Debtor to demand or otherwise require payment of any amount under the Collateral, (ii) withdraw, or cause or direct the withdrawal, of all funds and securities from the Collateral Accounts and (iii) exercise all other rights and remedies with respect to the Collateral, including without limitation, those set forth in Section 9­607 of the UCC.

  (d)      The Secured Party may direct the disposition of, and give instructions or entitlement orders with respect to, Collateral and the Collateral Accounts, and may apply such Collateral to the Secured Obligations as it sees fit, in its sole discretion.

5.2     Foreclosure.

  (a)      During the existence of an Event of Default, the Secured Party may foreclose on the Collateral in any manner permitted by the courts of or in the State of New York or the jurisdiction in which any Collateral is located. If the Secured Party should institute a suit against any Collateral or any Debtor for the collection of the Secured Obligations and for the foreclosure of this Agreement, the Secured Party may at any time before the entry of a final judgment dismiss the same, and take any other action permitted by this Agreement.

  (b)      To the extent permitted by law, the Secured Party may exercise all the foreclosure rights and remedies of a secured party under the UCC during the existence of an Event of Default. In connection therewith, the Secured Party may sell any Collateral at public or private sale, at the office of the Secured Party or elsewhere, for cash or credit and upon such other terms as the Secured Party deems commercially reasonable. The Secured Party may sell any Collateral at one or more sales, and the security interest granted hereunder shall remain in effect as to the unsold portion of the Collateral. Each Debtor agrees that to the extent permitted by law such sales may be made without notice. If notice is required by law, each Debtor hereby deems ten days advance notice of the time and place of any public or private sale reasonable notification, recognizing that if any portion of the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was adjourned. In the event that any sale hereunder is not completed or is defective in the opinion of the Secured Party, the Secured Party shall have the right to cause subsequent sales to be made hereunder. Any statements of fact or other recitals made in any bill of sale, assignment, or other document representing any sale hereunder, including statements relating to the occurrence of an Event of Default, acceleration of the Secured Obligations, notice of the sale, the time, place, and terms of the sale, and other actions taken by the Secured Party in relation to the sale may be conclusively relied upon by the purchaser at any sale hereunder. The Secured Party may delegate to any agent the performance of any acts in connection with any sale hereunder, including the sending of notices and the conduct of the sale.

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5.3     Application of Proceeds. Unless otherwise specified herein, any cash proceeds received by the Secured Party from the sale of, collection of, or other realization upon any part of the Collateral or any other amounts received by the Secured Party hereunder may be, at the reasonable discretion of the Secured Party (i) held by the Secured Party in one or more Collateral Accounts maintained with the Secured Party as cash collateral for the Secured Obligations or (ii) applied in the order specified in Section 7.03 of the L/C Agreement.

5.4     Waiver of Certain Rights. To the full extent each Debtor may do so under applicable law, such Debtor shall not insist upon, plead, claim, or take advantage of any law providing for any appraisement, valuation, stay, extension, or redemption, and such Debtor hereby waives and releases the same, and all rights to a marshaling of the assets of such Debtor, including the Collateral of such Debtor, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. Such Debtor shall not assert any right under any law pertaining to the marshaling of assets, sale in inverse order of alienation, the administration of estates of decedents or other right to defeat, reduce, or otherwise adversely affect in any respect the rights of the Secured Party under the terms of this Agreement.

5.5     Remedies Cumulative. The Secured Party's remedies under this Agreement and the Credit Documents to which any Debtor is a party shall be cumulative, and no delay in enforcing this Agreement and the Credit Documents to which any Debtor is a party shall act as a waiver of the Secured Party's rights hereunder.

5.6     Reinstatement. The obligations of each Debtor under this Agreement shall continue to be effective or automatically be reinstated, as the case may be, if at any time payment of any of the Secured Obligations is rescinded or otherwise must be restored or returned by the Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Debtor or any other obligor or otherwise, all as though such payment had not been made.

5.7     Deficiency. Each Debtor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Secured Party to collect such deficiency.

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SECTION 6.

MISCELLANEOUS

6.1     Amendments. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 8.01 of the L/C Agreement.

6.2     Notices. All notices, requests and demands to or upon the Secured Party or any Debtor hereunder shall be effected in the manner and to the addresses or telecopy numbers provided for in Section 8.02 of the L/C Agreement.

6.3     No Waiver by Course of Conduct; Cumulative Remedies; No Duty. No failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Secured Party would otherwise have on any future occasion. The rights and remedies provided herein and in the other Credit Documents are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. The powers conferred on Secured Party under this Agreement are solely to protect Secured Party’s rights under this Agreement and shall not impose any duty upon it to exercise any such powers. Except as expressly provided hereunder, Secured Party shall have no duty as to any of the Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral.

6.4     Costs and Expenses. Each Debtor agrees to pay on demand the costs and expenses of the Secured Party as set forth in Section 8.04 of the L/C Agreement.

6.5     Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Debtor and shall inure to the benefit of the Secured Party and its successors and assigns; provided that no Debtor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Secured Party.

6.6     Counterparts. This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of an original manually executed counterpart of this Agreement.

6.7     Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid, or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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6.8     Section Headings. The Section headings used in this Agreement are included for convenience of reference only and shall not affect the interpretation of this Agreement.

6.9     Integration; Direct Conflict. This Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. In the event of a direct conflict between this Agreement and the L/C Agreement, the L/C Agreement shall control; provided, however, the parties understand and agree that this Agreement sets forth additional covenants, obligations and rights and the parties will use all reasonable efforts to construe the provisions and covenants in this Agreement as not being in direct conflict with the L/C Agreement.

6.10   Additional Debtors. Each Subsidiary of Cameron that is required to become a party to this Agreement after the date hereof pursuant to Section 6.03 of the L/C Agreement shall become a Debtor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a supplement agreement or joinder agreement in the form of Annex I, upon the execution of which such additional Debtor shall become a Debtor hereunder with the same force and effect as if originally named as a Debtor herein. The execution and delivery of any instrument adding an additional Debtor as a party to this Agreement shall not require the consent of any other Debtor hereunder. The rights and obligations of each Debtor hereunder shall remain in full force and effect notwithstanding the addition of any new Debtor as a party to this Agreement.

6.11   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

6.12   WAIVER OF JURY TRIAL. EACH DEBTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

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6.13   SUBMISSION TO JURISDICTION.EACH DEBTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING BROUGHT BY THE LETTER OF CREDIT ISSUER ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH DEBTOR HEREBY AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH DEBTOR AGREES THAT ANY ACTION OR PROCEEDING BROUGHT BY CAMERON OR ANY OF ITS SUBSIDIARIES AGAINST THE LETTER OF CREDIT ISSUER OR ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF. NOTHING IN THIS AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LETTER OF CREDIT ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY DEBTOR OR ITS PROPERTIES IN ANY COURT OF COMPETENT JURISDICTION, INCLUDING THE JURISDICTIONS OF INCORPORATION OF ANY DEBTOR NOT INCORPORATED IN THE UNITED STATES.

6.14   SERVICE OF PROCESS. EACH DEBTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT ITS ADDRESS LISTED UNDER ITS SIGNATURE HERETO. EACH DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY DEBTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS.

6.15   Appointment of Process Agent. Any Debtor that is not incorporated under the laws of the United States of America (a "Non-U.S. Debtor") irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the Effective Date at 111 Eighth Avenue, New York, NY 10011, as its agent to receive on behalf of it and its properties service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing by certified mail a copy of such process to the applicable Non-U.S. Debtor, in care of the Process Agent at the Process Agent's above address, with a copy to Cameron, at its address specified in the L/C Agreement, and each Non-U.S. Debtor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Non-U.S. Debtor also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to it at its address listed under its signature hereto. Each Non-U.S. Debtor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any

other manner provided by law. Nothing in this Section shall affect the right of the Letter of Credit Issuer to serve legal process in any other manner permitted by applicable law or affect the right of the Letter of Credit Issuer to bring any suit, action or proceeding against each Non-U.S. Debtor or its property in the courts of other jurisdictions.

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6.16   Indemnification. Each Debtor hereby indemnifies and holds harmless the Letter of Credit Issuer and each of its directors, officers, employees and attorneys (collectively, "Indemnified Parties") from and against any and all expenses, losses, claims, damages, liabilities and expenses (including reasonable fees and disbursements of counsel and claims, damages, losses, liabilities and expenses related to environmental matters) (collectively, "Losses") for which any of them may become liable or which may be incurred by or asserted against an Indemnified Party, in each case arising out of, related to or in connection with (i) the fraud, forgery or illegal action of parties other than the Indemnified Party, (ii) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement, or (iii) the acts or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or cause or event which is beyond the control of such Indemnified Party; in each case EXPRESSLY INCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY AS DETERMINED PURSUANT TO A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 6.16, BE INDEMNIFIED FOR ITS OWN ORDINARY NEGLIGENCE. The Letter of Credit Issuer will provide Cameron prompt notice of any matter (other than matters solely among Indemnified Parties) as to which indemnification pursuant to this Section 6.16 is claimed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give Cameron written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding.

6.17    Termination; Releases.

  (a)       This Agreement and the security interest created hereby shall terminate when (i) all the Secured Obligations have been indefeasibly paid in full, (ii) the Commitment of the Secured Party to the Debtors has been fully and finally terminated, and (iii) either (A) each Letter of Credit has expired or been terminated, or (B) there are no Secured Letters of Credit or other Letters of Credit that are required to be secured under the L/C Agreement, at which time the Secured Party shall execute and deliver to the Debtors or the Debtors' designee, at the Debtors' expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 6.17(a)  shall be without recourse to or warranty by the Secured Party.

  (b)       If the Secured Party shall release any Collateral pursuant to Section 2.13(h) of the L/C Agreement, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such section. In connection therewith, the Secured Party, at the request and expense of any Debtor, shall execute and deliver to such Debtor such documents as such Debtor shall reasonably request to evidence such release.

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  (c)       Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Secured Party subject to such Debtor's rights under Section 9-509(d)(2) of the UCC.

THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THE L/C AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature pages follow.]

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EXECUTED as of the date first above written.

CITIBANK, N.A., as Secured Party
By:
Name:	Robert Malleck
Title:	Managing Director

Signature Page to Security Agreement

CAMERON INTERNATIONAL CORPORATION
By:
Name:	H. Keith Jennings
Title:	Vice President and Treasurer

Signature Page to Security Agreement

SCHEDULE 3.3

ORGANIZATION, LOCATION AND FILING INFORMATION

Entity	Prior/Assumed Names	Jurisdiction ofFormation and Type of Entity	File # inDomestic Jurisdiction	Address of Chief Executive Office
Cameron International Corporation	1.AOP Industries 2.Cameron International Delaware Corporation 3.Cameron Systems Corporation 4.CCC Corporation 5.Dynatorque	Delaware	2447586	1333 West LoopSouth, Suite 1700 Houston, TX 77027
[]	[]	[   ]	[    ]	[    ]

Schedule 3.3 to Security Agreement

Annex 1 to the Security Agreement

This SUPPLEMENT NO. [] dated as of [], 20[ ] (the "Supplement"), to the Security Agreement dated as of February 2, 2012 (as amended, supplemented or otherwise modified from time to time, the "Security Agreement"), among Cameron International Corporation, a Delaware coproation ("Cameron"), each subsidiary of Cameron party thereto from time to time (the "Subsidiary Debtors" and, collectively with Cameron, the "Debtors"), and Citibank, N.A. (the "Secured Party").

A.      Reference is made to the Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012 (as amended, supplemented or otherwise modified from time to time, the "LC Agreement") entered into among Cameron, certain subsidiaries of Cameron that may from time to time be party thereto (the "Subsidiary Applicants" and, together with Cameron, the "Applicants"), and Citibank, N.A., as Letter of Credit Issuer (the "Letter of Credit Issuer").

B.      Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement and the LC Agreement.

C.      Section 6.10 of the Security Agreement provides that additional Persons may become Subsidiary Debtors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. Each of the undersigned Subsidiaries of Cameron (each, a "New Debtor") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Debtor under the Security Agreement.

D.      Each New Debtor is a direct or indirect Subsidiary of Cameron and will derive substantial direct and indirect benefit from the transactions contemplated by the LC Agreement and the other Credit Documents.

Accordingly, the Secured Party and each New Debtor agree as follows:

(a)     In accordance with Section 6.10 of the Security Agreement, each New Debtor by its signature below becomes a Subsidiary Debtor under the Security Agreement with the same force and effect as if originally named therein as a Subsidiary Debtor and each New Debtor hereby agrees (a) to all the terms and provisions of the Security Agreement applicable to it as a Subsidiary Debtor thereunder and (b) represents and warrants that the representations and warranties made by it as a Subsidiary Debtor thereunder are true and correct on and as of the date hereof in all material respects. In furtherance of the foregoing, each New Debtor, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), does hereby create and grant to the Secured Party a continuing security interest in and lien on all of such New Debtor's right, title and interest in and to the Collateral (as defined in the Security Agreement) of such New Debtor. Each reference to a "Subsidiary Debtor" or "Debtor" in the Security Agreement shall be deemed to include each New Debtor. The Security Agreement is hereby incorporated herein by reference.

(b)     Each New Debtor represents and warrants to the Secured Party that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

(c)     This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Secured Party shall have received counterparts of this Supplement that, when taken together, bear the signatures of each New Debtor and the Secured Party. Delivery of an executed signature page to this Supplement by facsimile transmission or by electronic mail shall be as effective as delivery of a manually signed counterpart of this Supplement.

(d)     Each New Debtor hereby represents and warrants that set forth on Schedule 3.3 attached hereto are (i) its sole jurisdiction of formation and type of organization, (ii) its address of its chief executive office, (iii) its federal tax identification number and the organizational number, and (iv) its prior names. Upon the effectiveness of this Supplement, Schedule 3.3 to the Security Agreement is hereby supplemented by Schedule 3.3 attached hereto with respect to each New Debtor.

(e)     Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

(f)      THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES (OTHER THAN SECTION 5­1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(g)     In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

(h)     All communications and notices hereunder shall be in writing and given as provided in the Security Agreement. All communications and notices hereunder to such New Debtor shall be given to it at the address set forth under its signature hereto.

(i)      Each New Debtor agrees to reimburse the Secured Party for its reasonable out-of- pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Secured Party.

(j)      THIS SUPPLEMENT, THE SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

IN WITNESS WHEREOF, this Supplement to the Security Agreement is executed and delivered as of the day and year first above written.

[Name of New Debtor],

By:

Name:

Title:

Address:

CITIBANK, N.A. , as Secured Party

By:

Name:

Title:

By:

Name:

Title:

Schedule 3.3

Supplement No. ____ to the Security Agreement

DEBTOR'S ORGANIZATION, LOCATION AND FILING INFORMATION

		Jurisdiction of	File # in
	Prior	Formation and	Domestic	Address of Chief
Entity	Names	Type of Entity	Jurisdiction	Executive Office
[NEW DEBTOR]	[___]	[_____]	[______]	[______]

EXHIBIT F

Form of Subsidiary Guaranty

Attached.

EXHIBIT F

FORM OF SUBSIDIARY GUARANTY

This Subsidiary Guaranty dated as of [], 20[ ] (this "Guaranty") is made by each of the undersigned (individually a "Guarantor" and collectively, the "Guarantors") in favor of Citibank, N.A.

R E C I T A L S:

A.      Cameron International Corporation, a Delaware corporation (the "Cameron"), certain subsidiaries of Cameron (the "Subsidiary Applicants"), and Citibank, N.A., as letter of credit issuer (the "Letter of Credit Issuer"), have entered into a certain Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012 (as from time to time modified, supplemented or amended, the "Agreement"). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term by the Agreement.

B.       Each Guarantor is a subsidiary of Cameron and will receive substantial and direct benefits from the extensions of credit contemplated by the Agreement and is entering into this Guaranty to induce the Letter of Credit Issuer to extend credit to the Applicants thereunder.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration and as an inducement to the Letter of Credit Issuer to issue Letters of Credit at the request of Applicants, each Guarantor hereby agrees as follows:

Section 1.     Guaranty. Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees prompt, full and complete payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of (a) all Obligations under the Agreement and (b) all other amounts from time to time owing to the Letter of Credit Issuer by any Applicant under the Agreement and the other Credit Documents, in each case, whether absolute or contingent and whether for principal, interest, fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the "Guaranteed Obligations"). This is a guaranty of payment, not a guaranty of collection.

Section 2.    Waivers. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or incurrence of the Guaranteed Obligations or any part thereof. Each Guarantor further waives promptness, presentment, protest, notice, filing of claims with a court in the event of receivership, bankruptcy or reorganization of any Applicant or any other Subsidiary of Cameron, demand or action on delinquency in respect of the Guaranteed Obligations or any part thereof, including any right to require the Letter of Credit Issuer to sue Cameron or any other Applicant, any other guarantor or any other person obligated with respect to the Guaranteed Obligations or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Obligations or any part thereof.

Section 3.    Guaranty Absolute. Each Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, irrevocable, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than payment in full, subject however to Section 8  hereof), reduction by setoff or counterclaim, or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any claim of  any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this Guaranty shall not be impaired or affected by and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to any of the following:

  (a)       any amendment, waiver, extension, modification or renewal of, or indulgence with respect to, or substitution for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time, including any renewal or extension of the time or change of the manner or place of payment;

  (b)       any failure or omission to perfect or maintain any lien on, or preserve rights to, any security or collateral or to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof;

  (c)       any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof;

  (d)      any release, surrender, compromise, settlement, waiver, non- perfection, impairment, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligations of any person thereof;

  (e)       the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof;

  (f)       the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Guaranty even though the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty;

  (g)       any change in the corporate existence, structure or ownership of any Applicant or the insolvency, bankruptcy or any other change in legal status of any Applicant;

  (h)      any law, decree, regulation or other governmental act of any jurisdiction or any other event in any way affecting any term of the Guaranteed Obligations or the Letter of Credit Issuer's rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments  on, any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Applicant of any assets or its use or of the ability to operate its business or a material part thereof; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Guaranty);

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  (i)        the failure of any Applicant to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Guaranty;

  (j)        the existence of any claim, setoff or other right which such Guarantor may have at any time against any Applicant or any other guarantor in connection herewith or with any unrelated transaction;

  (k)       the Letter of Credit Issuer's election, in any case or proceeding instituted under Chapter 11 of the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code;

  (l)        any borrowing, use of cash collateral, or grant of a security interest by any Applicant, as debtor in possession, under Section 363 of the United States Bankruptcy Code;

  (m)      the disallowance of all or any portion of any of the Letter of Credit Issuer's claims for repayment of the Guaranteed Obligations under Section 502 or 506 of the United States Bankruptcy Code; or

  (n)      any other fact or circumstance which might otherwise constitute a defense available to such Guarantor or grounds at law or equity for the discharge or release of such Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (m) of this paragraph.

It is agreed that each Guarantor's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Applicant of the Guaranteed Obligations in the manner agreed upon among the Letter of Credit Issuer and the Applicants as applicable.

Without limiting the generality of the foregoing, each Guarantor guarantees that it shall pay the Letter of Credit Issuer strictly in accordance with the express terms of any document or agreement evidencing any Guaranteed Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where any Applicant is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where any Applicant is principally located.

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Section 4.    Financial Condition of Applicants. Credit may be granted or continued from time to time by the Letter of Credit Issuer to any Applicant without notice to or authorization from any Guarantor regardless of such Applicant's financial or other condition at the time of any such grant or continuation. The Letter of Credit Issuer shall not have an obligation to disclose or discuss with any Guarantor its assessment of the financial condition of any Applicant.

Section 5.    Subrogation and Subordination. Until the payment in full of the Guaranteed Obligations, the termination of the Agreement and all commitments which could give rise to any Guaranteed Obligation, the and the other conditions of this Guaranty have been satisfied ("Guaranty Termination"), no Guarantor shall have any right of subrogation with respect to the Guaranteed Obligations and hereby waives, until Guaranty Termination occurs, (a) any right to enforce any remedy which the Letter of Credit Issuer now has or may hereafter have against any Applicant, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, (b) any benefit of, and any right to participate in, any security or collateral given to the Letter of Credit Issuer to secure payment of the Guaranteed Obligations or any part thereof or any other liability of any Guarantor to the Letter of Credit Issuer, and (c) any right of subrogation, reimbursement, exoneration, contribution or indemnification, in each case, whether or not such claim, remedy or right arises in equity or under contract, statute or common law. If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to the occurrence of Guaranty Termination, such amount shall be held in trust for the benefit of the Letter of Credit Issuer and shall forthwith be paid to the Letter of Credit Issuer to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by such Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. Each Guarantor hereby agrees that any indebtedness of any Applicant to such Guarantor shall be subordinated to the Obligations under the Agreement in the manner and on terms satisfactory to the Letter of Credit Issuer.

Section 6.    Remedies. Each Guarantor authorizes the Letter of Credit Issuer to take any action or exercise any remedy, in each case, as permitted or available at law or equity, with respect to any collateral from time to time securing the Guaranteed Obligations, which the Letter of Credit Issuer in its sole discretion shall determine, without notice to such Guarantor.

Section 7     Notice of Remedies. In the event the Letter of Credit Issuer in its sole discretion elects to give notice of any action with respect to any collateral securing the Guaranteed Obligations or any part thereof, 10 days' written notice mailed to a Guarantor by ordinary mail at the address shown hereon shall be deemed reasonable notice of any matters contained in such notice. Each Guarantor consents and agrees that the Letter of Credit Issuer shall not be under any obligation to marshal any assets in favor of such Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Section 8.    Payment Upon Demand; Reinstatement. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy, administration or reorganization of any Applicant, or otherwise, all such amounts shall nonetheless be payable by each Guarantor forthwith upon demand by the Letter of Credit Issuer. Each Guarantor further agrees that, to the extent that any Applicant makes a payment or payments to the Letter of Credit Issuer on the Guaranteed Obligations, or the Letter of Credit Issuer receives any proceeds of collateral securing the Guaranteed Obligations, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to such Applicant, its estate, trustee, receiver, debtor in possession or any other party, including, without limitation, such Guarantor, under any insolvency or bankruptcy law, state, federal, or foreign law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred.

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Section 9.    Representations and Warranties. Each Guarantor represents and warrants that:

a. it is a corporation, partnership or limited liability company (or comparable foreign entity) duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing (or foreign equivalent) under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted;

b. it is duly qualified and in good standing (to the extent applicable) as a foreign corporation or other business entity and is duly authorized to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted except where the failure to qualify may not reasonably be expected to have a Material Adverse Effect;

c. the execution, delivery and performance by such Guarantor of this Guaranty are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its memorandum and articles of association, charter or by-laws or (ii) any law or any contractual restriction binding on or affecting such Guarantor or any entity that controls it;

d. no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by such Guarantor of this Guaranty; and

e. this Guaranty has been duly executed and delivered by such Guarantor and is its legal, valid and binding obligation, enforceable against such Guarantor in accordance with its terms.

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Section 10.   No Waiver; Amendments. No delay on the part of the Letter of Credit Issuer in the exercise of any right, power or remedy shall operate as a waiver thereof, and no single or partial exercise by the Letter of Credit Issuer of any right, power or remedy shall preclude any further exercise thereof; nor shall any amendment, supplement, modification or waiver of any of the terms or provisions of this Guaranty be binding upon the Letter of Credit Issuer, except as expressly set forth in a writing duly signed and delivered by the Letter of Credit Issuer. The failure by the Letter of Credit Issuer at any time or times hereafter to require strict performance by any Applicant or any Guarantor of any of the provisions, warranties, terms and conditions contained in any security agreement, agreement, guaranty, instrument or document now or at any time or times hereafter executed pursuant to the terms of, or in connection with, the Agreement by any Applicant or any Guarantor and delivered to the Letter of Credit Issuer shall not waive, affect or diminish any right of the Letter of Credit Issuer at any time or times hereafter to demand strict performance thereof, and such right shall not be deemed to have been waived by any act or knowledge of the Letter of Credit Issuer, its agents, officers or employees, unless such waiver is contained in an instrument in writing duly signed and delivered by the Letter of Credit Issuer. No waiver by the Letter of Credit Issuer of any default shall operate as a waiver of any other default or the same default on a future occasion, and no action by the Letter of Credit Issuer permitted hereunder shall in any way affect or impair the Letter of Credit Issuer's rights or powers, or the obligations of any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any Guaranteed Obligations owing by any Applicant to the Letter of Credit Issuer shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made.

Section 11.  Continuing Guaranty. This is a continuing guaranty and applies to all Guaranteed Obligations whenever arising. Subject to the provisions of Section 8 hereof, this Guaranty shall continue in full force and effect until Guaranty Termination.

Section 12.  Place and Currency of Payment. If any Guaranteed Obligation is payable in U.S. Dollars, each Guarantor agrees to make payment hereunder to the Letter of Credit Issuer in U.S. Dollars at 1615 Brett Road, OPS III, New Castle, DE 19720. If any Obligation is payable in a currency other than U.S. Dollars (a "Non-USD Currency") and/or at a place other than the United States, and such payment is not made as and when agreed, each Guarantor agrees to, at the Letter of Credit Issuer's option, either (a) make payment in such Non-USD Currency and at the place where such Guaranteed Obligation is payable, or (b) pay the Letter of Credit Issuer in U.S. Dollars at 1615 Brett Road, OPS III, New Castle, DE 19720. In the event of a payment pursuant to clause (a) above, each Guarantor agrees to pay the Letter of Credit Issuer the equivalent of the amount of such Guaranteed Obligation in U.S. Dollars calculated at the Exchange Rate (as defined in the Agreement); provided, however, that the foregoing provisions of this sentence shall not apply to any payments hereunder in respect of Guaranteed Obligations that have been re-denominated into a Non-USD Currency as a result of the application of any law, order, decree or regulation in any jurisdiction other than the United States, which Guaranteed Obligations shall, for purposes of this Guaranty, be deemed to remain denominated in U.S. Dollars and payable to the Letter of Credit Issuer in accordance with the first sentence of this Section 12.

Section 13.   Set-Off. In addition to and without limitation of any rights, powers or remedies of the Letter of Credit Issuer under applicable law, if any Guarantor fails to pay any of its obligations hereunder when due and payable, the Letter of Credit Issuer may, in its sole discretion, with notice after the fact to such Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of the Guaranteed Obligations (a) any indebtedness due or to become due from the Letter of Credit Issuer to such Guarantor, and (b) any moneys, credits or other property belonging to such Guarantor (including all account balances, whether provisional or final and whether or not collected or available) at any time held by or coming into the possession of the Letter of Credit Issuer whether for deposit or otherwise.

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Section 14.  Taxes. Any and all payments by a Guarantor hereunder will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding income or franchise taxes imposed on the Letter of Credit Issuer's net income by the jurisdiction under the laws of which the Letter of Credit Issuer is organized or any political subdivision thereof or by the jurisdiction of the Letter of Credit Issuer's lending office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being "Taxes"). If a Guarantor is required by law to deduct any Taxes from or in respect of any sum payable hereunder (a) the sum payable will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Letter of Credit Issuer will receive an amount equal to the sum it would have received had no such deductions been made, (b) such Guarantor will make such deductions, and (c) such Guarantor will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, each Guarantor will pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Guaranty or the Guaranteed Obligations ("Other  Taxes"). Such Guarantor will promptly furnish to the Letter of Credit Issuer the original or a certified copy of a receipt evidencing payment thereof. Each Guarantor will indemnify the Letter of Credit Issuer for the full amount of Taxes or Other Taxes paid by the Letter of Credit Issuer or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted, within 30 days of the Letter of Credit Issuer's request therefor. Without prejudice to the survival of any other agreement contained herein, the Guarantors' agreements and obligations contained in this Section will survive Guaranty Termination.

Notwithstanding anything to the contrary contained herein or in any document or agreement evidencing a Guaranteed Obligation, the Guarantors and the Letter of Credit Issuer (and each of their respective employees, representatives or other agents) may disclose to the U.S. Internal Revenue Service or any other government agency or regulatory body having jurisdiction over the parties, the U.S. tax treatment and U.S. tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing persons relating to such U.S. tax treatment and U.S. tax structure.

Section 15.  Guarantors' Credit Decision, Etc. Each Guarantor has, independently and without reliance on the Letter of Credit Issuer and based on such documents and information as such Guarantor has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty. Each Guarantor has adequate means to obtain from the Applicants on a continuing basis information concerning the financial condition, operations and business of the Applicants, and no Guarantor is relying on the Letter of Credit Issuer to provide such information now or in the future. Each Guarantor acknowledges that it will receive substantial direct and indirect benefit from the extensions of credit contemplated by this Guaranty.

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Section 16.  GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING BROUGHT BY THE LETTER OF CREDIT ISSUER ARISING OUT OF OR RELATING TO THIS GUARANTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH GUARANTOR HEREBY AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH GUARANTOR AGREES THAT ANY ACTION OR PROCEEDING BROUGHT BY CAMERON OR ANY OF ITS SUBSIDIARIES AGAINST THE LETTER OF CREDIT ISSUER OR ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF. NOTHING IN THIS GUARANTY OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LETTER OF CREDIT ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN ANY COURT OF COMPETENT JURISDICTION, INCLUDING THE JURISDICTIONS OF INCORPORATION OF ANY GUARANTOR NOT INCORPORATED IN THE UNITED STATES.

Section 17. SERVICE OF PROCESS. EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT ITS ADDRESS LISTED UNDER ITS SIGNATURE HERETO. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS.

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Section 18.  DAMAGES. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY ACTION OR PROCEEDING REFERRED TO IN SECTION 17 ANY EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.

Section 19.  Appointment of Process Agent. Any Guarantor that is not incorporated under the laws of the United States of America (a "Non-U.S. Guarantor") irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the Effective Date at 111 Eighth Avenue, New York, NY 10011, as its agent to receive on behalf of it and its properties service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing by certified mail a copy of such process to the applicable Non-U.S. Guarantor, in care of the Process Agent at the Process Agent's above address, with a copy to Cameron, at its address specified in the Agreement, and each Non-U.S. Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Non-U.S. Guarantor also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to it at its address listed under its signature hereto. Each Non-U.S. Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the right of the Letter of Credit Issuer to serve legal process in any other manner permitted by applicable law or affect the right of the Letter of Credit Issuer to bring any suit, action or proceeding against each Non-U.S. Guarantor or its property in the courts of other jurisdictions.

Section 20.  WAIVER OF JURY TRIAL. EACH GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 21. Judgment. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in U.S. Dollars into a Non-USD Currency, each Guarantor agrees that the rate of exchange used will be that at which, in accordance with normal banking procedures, the Letter of Credit Issuer could purchase U.S. Dollars with such Non-USD Currency on the business day preceding that on which final judgment is given. The obligation of each Guarantor in respect of any sum due hereunder will, notwithstanding any judgment in a Non-USD Currency, be discharged only to the extent that on the date such Guarantor makes payment to the Letter of Credit Issuer of any sum adjudged to be so due in such Non-USD Currency, the Letter of Credit Issuer may, in accordance with normal banking procedures, purchase U.S. Dollars with such Non-USD Currency; if the U.S. Dollars so purchased are less than the sum originally due to the Letter of Credit Issuer in U.S. Dollars, each Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Letter of Credit Issuer against such loss, and if the U.S. Dollars so purchased exceed the sum originally due to the Letter of Credit Issuer in U.S. Dollars, the Letter of Credit Issuer agrees to remit to such Guarantor such excess.

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Section 22. Indemnity. Each Guarantor hereby indemnifies and holds harmless the Letter of Credit Issuer and each of its directors, officers, employees and attorneys (collectively, "Indemnified Parties") from and against any and all expenses, losses, claims, damages, liabilities and expenses (including reasonable fees and disbursements of counsel and claims, damages, losses, liabilities and expenses related to environmental matters) (collectively, "Losses") for which any of them may become liable or which may be incurred by or asserted against an Indemnified Party, in each case arising out of, related to or in connection with (i) any Letter of Credit or any pre-advice of its issuance, (ii) any transaction in which any proceeds of all or any part of the Letters of Credit are applied, (iii) breach by Cameron or any Subsidiary Applicant of any Credit Document, (iv) violation by Cameron or any Subsidiary Applicant of any Environmental Law or any other law, rule, regulation or order, (v) any investigation, litigation, or proceeding, whether or not any Indemnified Party is a party thereto, arising out of or related to or in connection with any of the foregoing or any Letter of Credit or any Credit Document, including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of or honoring a presentation under any Letter of Credit, (vi) any transfer, sale delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Party in connection with any Letter of Credit, (vii) any independent undertaking issued by the beneficiary of any Letter of Credit, (viii) any unauthorized Notice of Letter of Credit or Letter of Credit or error in computer transmission, (ix) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated, (x) any third person seeking to enforce the rights of an Applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document, (xi) the fraud, forgery or illegal action of parties other than the Indemnified Party, (xii) the enforcement of this Guaranty, the Agreement or any other Credit Document or any rights or remedies under or in connection with this Guaranty, the Agreement or any Credit Document, (xiii) the Letter of Credit Issuer's performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation, or (xiv) the acts or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or cause or event which is beyond the control of such Indemnified Party; in each case

EXPRESSLY INCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY SUCH LOSSES ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY AS DETERMINED PURSUANT TO A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 22, BE INDEMNIFIED FOR ITS OWN ORDINARY NEGLIGENCE. The Letter of Credit Issuer will provide Cameron prompt notice of any matter (other than matters solely among Indemnified Parties) as to which indemnification pursuant to this Section 22 is claimed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give Cameron written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding.

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Section 23.  Contribution and Subrogation. In order to provide for just and equitable contribution among the Guarantors, each Guarantor agrees that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the "Funding Guarantor"), each other Guarantor (each a "Contributing Guarantor") shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 23 shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Section 24.  Fraudulent Transfer Laws. Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable debtor relief laws of any applicable jurisdiction (collectively, the "Fraudulent Transfer Laws"), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case

  a.after giving effect to all liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding

 (1)      any liabilities of such Guarantor in respect of intercompany indebtedness to any Applicant or other affiliates of any Applicant to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder;

  (2)     any liabilities of such Guarantor under this Guaranty; and

 (3)      any liabilities of such Guarantor under other guaranties of and joint and several co-borrowings of debt entered into on the date this Guaranty becomes effective, which contain a limitation as to maximum amount substantially similar to that set forth in this Section 24 (each such other guaranty and joint and several co-borrowing entered into on the date this Guaranty becomes effective, a "Competing Guaranty") to the extent such Guarantor's liabilities under such Competing Guaranty exceed an amount equal to (x) the aggregate principal amount of such Guarantor's obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 24), multiplied by (y) a fraction (I) the numerator of which is the aggregate principal amount of such Guarantor's obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 24), and (II) the denominator of which is the sum of (A) the aggregate principal amount of the obligations of such Guarantor under all other Competing Guarantees (notwithstanding the operation of those limitations contained in such other Competing Guarantees that are substantially similar to this Section 24), (B) the aggregate principal amount of the obligations of such Guarantor under this Guaranty (notwithstanding the operation of this  Section 24), and (C) the aggregate principal amount of the obligations of such Guarantor under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 24)); and

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  b.after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any right of contribution under Section 23).

Section 25.Miscellaneous.

  a.Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

  b.Notice. Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered to any party hereto under this Guaranty shall be served, given or delivered in accordance with Section 8.02 of the Agreement.

  c.Fees and Expenses. Each Guarantor agrees to pay all costs, fees and expenses (including reasonable attorneys' fees of the Letter of Credit Issuer) incurred by the Letter of Credit Issuer in collecting or enforcing the obligations of such Guarantor under this Guaranty.

 d.Successors and Assigns. This Guaranty shall bind each Guarantor and its successors and assigns and shall inure to the benefit of the Letter of Credit Issuer and its successors and assigns. All references herein to an Applicant shall be deemed to include its respective successors and assigns including, without limitation, a receiver, trustee or debtor in possession of or for such Applicant.

[Signature Page Follows.]

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  IN WITNESS WHEREOF, each Guarantor has entered into this Guaranty as of [___________].

[____________________]

By:

Print Name:

Title:

Address:

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EXHIBIT G

Notice of Letter of Credit

Attached.

EXHIBIT G

FORM OF NOTICE OF LETTER OF CREDIT

[Date]

Citibank, N.A., as Letter of Credit Issuer

1615 Brett Road OPS III

New Castle, DE 19720

Attention: Lorie Paulin

Facsimile: 212-994-0961

Email address:lorie.paulin@citi.com

Ladies and Gentlemen:

  The undersigned, Cameron International Corporation, a Delaware corporation ("Cameron") [and SUBSIDIARY APPLICANT], refer[s] to the Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012 (as amended and otherwise modified from time to time, the "Agreement", the terms defined therein being used herein as therein defined), among Cameron, certain subsidiaries of Cameron that may from time to time be party thereto, and Citibank, N.A., as Letter of Credit Issuer, and hereby gives you irrevocable notice pursuant to Section 2.01 of the Agreement that the undersigned hereby requests that the Letter of Credit Issuer [issue][Modify] a Letter of Credit under the Agreement, and in connection therewith sets forth below the information relating to such Letter of Credit (the "Proposed Letter of Credit") as required by Section 2.01(a) of the Agreement:

(i)The date of [issuance][Modification] of the Proposed Letter of Credit is , ____.

(ii)The amount of the Proposed Letter of Credit is $ .

(iii)The expiration date of the Proposed Letter of Credit is .

(iv)The Proposed Letter of Credit will [not] be a Secured Letter of Credit and will [not] be secured by Collateral in accordance with Section 2.13(b) of the Agreement.

(v)The purpose and terms of the Proposed Letter of Credit are as follows: [___________].

(vi)[The Letter of Credit to be Modified is .]

(vii)[The requested Modification is as follows:]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of [issuance][Modification] of the Proposed Letter of Credit:

  (A)the representations and warranties contained in Section 4.01 of the Agreement and in the other Credit Documents will be true and correct as of the date of [issuance][Modification] of the Proposed Letter of Credit (other than those representations and warranties that expressly relate solely to a specific earlier date and that remain true and correct as of such earlier date), after giving effect to the [issuance][Modification] of the Proposed Letter of Credit, as though made on and as of such date;

  (B)no Event of Default or Default has occurred and is continuing, or would result from the [issuance][Modification] of such Proposed Letter of Credit;

  (C)no Default (as defined in the JPMorgan Credit Agreement) has occurred and is continuing under the JPMorgan Credit Agreement or would result from the [issuance][Modification] of such Proposed Letter of Credit or any deposit of Collateral made in connection therewith, and such Proposed Letter of Credit and any such deposit of Collateral would not be prohibited by the JPMorgan Credit Agreement;

  (D)if the Proposed Letter of Credit is to be a Financial Letter of Credit, as determined by the Letter of Credit Issuer in accordance with Section 2.01 of the Agreement, the Financial Letter of Credit Percentage will not be greater than 10% after giving effect to the issuance (or Modification) of such Financial Letter of Credit, unless otherwise approved by the Letter of Credit Issuer in its sole discretion; and

  (E)if the Proposed Letter of Credit is to be a Secured Letter of Credit, there shall be Complete Collateral Compliance, after giving effect to the issuance of the Proposed Letter of Credit and any deposit of Collateral made pursuant to Section 2.13(b) of the Agreement in connection with the Proposed Letter of Credit.

	Very truly yours,
	CAMERON INTERNATIONAL CORPORATION
	By:
	Name:
	Title:
	[SUBSIDIARY APPLICANT]
	By:
	Name:
	Title:
cc:Citibank, N.A.
388 Greenwich Street, 34th Floor

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New York, NY 10013

Attention:Robert Malleck

Telephone:(212) 816-5435

Facsimile:(646) 192-1688

Email: robert.malleck@citi.com

Citi Global Energy

811 Main Street, Suite 4000

Houston, TX 77002

Attention: Nannette N. Dockal

Telephone: 713-821-4737

Facsimile: 713-481-0245 Email:

nannette.n.dockal@citi.com

Citibank, N.A.

c/o Citicorp North America, Inc.

Bldg B, 3rd Floor

3800 Citibank Center

Tampa, FL 33610

Attention: Sonja Hudson

Telephone: 813/604-7203

Facsimile: 813/604-2484

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EXHIBIT H

Collateral Certificate

Attached.

EXHIBIT H

FORM OF COLLATERAL CERTIFICATE

as of [insert last Business Day of immediately preceding fiscal quarter]

To:Citibank, N.A., as Letter of Credit Issuer

1615 Brett Road OPS III

New Castle, DE 19720

Attention: Lorie Paulin

Facsimile: 212-994-0961

Email address:lorie.paulin@citi.com

This Collateral Certificate is furnished pursuant to Section 5.01(c) of that certain Amended and Restated Continuing Agreement for Letters of Credit dated as of February 2, 2012, (as amended, modified, renewed or extended from time to time, the "Agreement") among Cameron International Corporation, a Delaware corporation ("Cameron"), certain subsidiaries of Cameron that may from time to time be party thereto, and Citibank, N.A., as Letter of Credit Issuer. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.I am the duly elected  ___________________ of Cameron.

2.The amount and Approved Currency of each type of Permitted Collateral contained in each Collateral Account as of the date set forth above is set forth on Schedule I attached hereto.

3.The aggregate value of the Collateral in Dollars held in the Collateral Accounts as of the date set forth above is $ __________ . The aggregate value of the Collateral in Euros held in the Collateral Accounts as of the date set forth above is €  _________. The aggregate value of the Collateral in Sterling held in the Collateral Accounts as of the date set forth above is ₤ __________. Schedule II attached hereto sets forth Cameron's calculation of the Collateral Value, which is true, complete and correct.

4.As of the date set forth above, the letter of credit number, beneficiary, Face Amount, Approved Currency and Stated Expiry Date of each Secured Letter of Credit is set forth on Schedule III attached hereto.

5.As of the date set forth above, the letter of credit number, beneficiary, Face Amount, Approved Currency and Stated Expiry Date of each outstanding Letter of Credit that is required to be secured by (a) Collateral in accordance with Section 2.13(c) is set forth on Schedule IV-A attached hereto, (b) Collateral in accordance with Section 2.13(d) is set forth on Schedule IV-B attached hereto, and (c) Collateral in accordance with Section 2.13(e) is set forth on Schedule IV-C attached hereto.

6.As of the date set forth above, the portion of the Required Collateral Amount denominated in Dollars is equal to $ . As of the date set forth above, the portion of the Required Collateral Amount denominated in Euros is equal to € . As of the date set forth above, the portion of the Required Collateral Amount denominated in Sterling is equal to ₤. Schedule V attached hereto sets forth Cameron's calculation of the Required Collateral Amount as of the date set forth above, which is true, complete and correct.

7.No Additional Collateral Event has occurred and is continuing as of the date set forth above.

This Collateral Certificate is executed and delivered this day of    ___________________   __, 20__.

Very truly yours,

CAMERON INTERNATIONAL CORPORATION

By:

Name:

Title:

cc:	Citibank, N.A.
	388 Greenwich Street, 34th Floor
	New York, NY 10013
	Attention: Robert Malleck
	Telephone: (212) 816-5435
	Facsimile: (646) 192-1688
	Email: robert.malleck@citi.com

Citi Global Energy

811 Main Street, Suite 4000

Houston, TX 77002

Attention: Nannette N. Dockal

Telephone: 713-821-4737

Facsimile: 713-481-0245 Email:

nannette.n.dockal@citi.com

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SCHEDULE I

TO COLLATERAL CERTIFICATE

Amount, Approved Currency and Type of Permitted Collateral in each Collateral Account

See attached.

SCHEDULE II

TO COLLATERAL CERTIFICATE

Calculation of Collateral Value See attached.

SCHEDULE III

TO COLLATERAL CERTIFICATE

Secured Letters of Credit

See attached.

SCHEDULE IV-A

TO COLLATERAL CERTIFICATE

Section 2.13(c) Collateral

[______]

SCHEDULE IV-B

TO COLLATERAL CERTIFICATE

Section 2.13(d) Collateral

[______]

SCHEDULE IV-C

TO COLLATERAL CERTIFICATE

Section 2.13(e) Collateral

[______]

SCHEDULE V

TO COLLATERAL CERTIFICATE

Required Collateral Amount

See attached.

EX-10.44

EXHIBIT 10.44

CAMERON INTERNATIONAL CORPORATION

Performance-Based Restricted Stock Unit Award Agreement

Effective Date:  January 1, 2014

Performance Period:  2014, 2015 and 2016

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the attached Notice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Performance-Based Restricted Stock Unit (“PRSU”) Award granted to Participant by the Company under the Company’s Equity Incentive Plan (the “Plan”).  For purposes of this Award Agreement, “Employer” means the Company or Subsidiary that employs the Participant on the applicable date. All capitalized terms not defined in this Award Agreement shall have the same meaning as set forth in the Plan

This Award covers the performance during the years 2014, 2015 and 2016 (the “Performance Period”). That portion of the Target Award which can be earned by performance based on Return on Invested Capital (“ROIC”) is subject to performance against a yearlyROIC goal for each of these three years.   That portion of the Award which can be earned by performance based on Total Shareholder Return (“TSR”) is subject to a TSR goal for the three-year period.

This Award is performance based, and performance will be measured against the goals specified in your Notice of Grant of Award for TSR for the three-year period and for ROIC for 2014. Subsequent communications will specify the ROIC goals for each of the years 2015 and 2016.  The actual number of units earned under the Award and the actual value of the Award will be determined by performance against goals during the Performance Period and can range between 0 and 200% of the Target Award.

1.Effective Date and Issuance of PRSUs.

(a)The Company hereby grants to the Participant, on the terms and conditions set forth herein, an award of PRSUs (the “Award”)effective as of January 1, 2014.

(b)This Award is a commitment to issue one share of Cameron common stock (“Shares”) for each PRSU actually earned pursuant to the terms of this Award Agreement, subject to the Participant’s acceptance of this Agreement in writing or electronically in the manner prescribed by the Company or its third party administrator.

(c)Notwithstanding the foregoing, the Company may, in its sole discretion, settle the PRSUs in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant or the Company to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and country of employment, if different), or (3) is administratively burdensome; or (ii) Shares, but require the participant to immediately sell such Shares (in which case, this Award Agreement shall give the Company the authority to issue sales instructions on the Participant’s behalf).

2.Terms Subject to the Plan.  This Award Agreement is expressly subject to the terms and provisions of the Plan, as indicated in the Participant’s Notice of Grant of Award.  A copy of the Plan is available from the Corporate Secretary upon request.  In the event there is a conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall control.

3.Vesting Schedule.  The Award, to the extent earned, will become vested in 2017upon the determination of actual performanceachieved against goalsby the Compensation Committee following completion of the Performance Period (the “Scheduled Vesting Date”), provided there has been continuous employment of the Participant by the Company and or Subsidiary from the date of Grant to the Scheduled Vesting Date, subject to the provisions of Sections 4 and 5 below.

4.Termination of Employment.  Notwithstanding the foregoing:

(a)If the Participant’s employment terminates, for reasons other than Cause, (asdefined below), at age 60 or older and the Participant has at least ten years of continuous employment with either or both of the Company or a Subsidiary, the Award shall vest according to the terms of the Award Agreement including its performance conditions, except that, unless the Participant is an Executive Officer, as determined annually by the Chief Executive Officer, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs during 2013, the Award shall be prorated based on the number of days elapsed in 2014 to date of termination divided by 365 and the Shares shall be delivered in accordance with Section 6.

(b)If the Participant’s employment terminates by reason of death or Long-Term Disability (as defined below)of the Participant, the Award shall immediately vest.   For that portion of the Award subject to performance against TSR, vesting shall be at Target Performance.  For that portion of the Award subject to performance against ROIC, vesting shall be at the attainment levels for those years for which a determination has been made by the Compensation Committee and at Target Performance for any other year during the Performance Period.

(c)Subject to the provisions of Section 5(a), if the Participant’s employment terminates by reason of a workforce reduction, the Award shall vest according to the terms of the Award Agreement including its performance conditions, and the Shares shall be delivered in accordance with Section 6, except that, unless the Participant is an Executive Officer, as determined annually by the Chief Executive Officer, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at time of termination, if such termination occurs during 2014, the Award shall be reduced in proportion to the number of days worked in 2014 and 365 and the Shares shall be delivered in accordance with Section 6; and

(d)If the Participant’s employment terminates for reasons other than for those addressed in Sections 4(a)-(c) or Section 5(a), all PRSUs subject to this Award shall be forfeited upon Participant’s termination of employment.

(e)For purposes of clarity and unless otherwise determined by the Committee in its sole discretion, any termination of employment shall be effective as of the date on which the Participant’s active employment ends and will not be extended by any notice period mandated under local law (e.g., active employment will not include a period of “garden leave” or similar period pursuant to local law). The CompensationCommittee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the PRSUs.

(f)“Cause”, for the purposes hereof, shall mean the Participant has (1) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company or Employer; (2) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company or Employer; (3) breached any material policy or code of conduct established by the Company or Employer; (4) engaged in conduct that Participant knows or should know is materially injurious to the Company or Employer; (5) been convicted of a felony or a misdemeanor involving moral turpitude; or (6) engaged in an act of dishonest or impropriety which materially impairs the Participant’s effectiveness in his or her position with the Company or Employer.

(g)“Long-Term Disability”, for the purposes hereof, shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

5.Change in Control.

(a)Notwithstanding any other agreement between the Company and the Participant, upon termination of employment in connection with a Change in Control (as defined below) or in the event the Company does not survive a Change in Control during the Performance Period as a separate publicly traded corporation, the Award granted hereunder shall immediately become vested.  For that portion of the award subject to performance against TSR, vesting shall be at the TSR, calculated in accordance with the Notice of Grant Award, as of when the “Change in Control” occurs unless termination of employment occurs after the Performance Period ends but before the Scheduled Vesting Date, in which case TSR will be calculated as of the end of the Performance Period.  For that portion of the Award subject to performance against ROIC, vesting shall be at the attainment levels for those years for which a determination has been made by the Compensation Committee prior to the Change in Control and at Target Performance for any other year during the Performance Period unless termination of employment occurs after the Performance Period ends but before the Scheduled Vesting Date,  in which case attainment levels will be calculated as of the end of the Performance Period.

(b)“Change in Control” for the purposes of this Award, shall mean the earliest date on which:

(i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), 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; or

(ii) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(iii) a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction 50% or more of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% or more continuity test is met, any ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction); or

(iv) all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring 20% or more of either the combined voting power of the Company’s outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

(c)For the purposes of this Award Agreement, a termination in connection with a Change in Control shall mean a Change in Control shall have occurred and there has occurred a termination of the Participant’s employment with the Company or a Subsidiary either by the Company or a Subsidiary without Cause (as defined below), or by the Participant for Good Reason (as defined below) during the Effective Period (as defined below).

(i) The “Effective Period” shall mean for the purposes of this Award Agreement the period from (A) the earliest date to occur of any of the following:  (1) any of the events set forth under the definition of Change in Control shall have occurred, (2) the receipt by the Company of a Schedule 13D stating the intention of any person to take actions which if accomplished, would constitute a Change in Control; (3) the public announcement by any person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (4) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (5) consideration by the Board of a transaction which, if consummated, would result in a Change in Control and continues until (B) the Scheduled Vesting Date, provided that the Change in Control is consummated during the Performance Period.  If, however, an Effective Period occurs but the proposed transaction to which it relates ceases to be actively considered or pending, the Effective Period will be deemed not to have commenced for purposes of this Agreement.  If, however, an Effective Period occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Period with respect to the Change in Control that ultimately occurs shall begin on the date upon which consideration was revived and continue until the Scheduled Vesting Date, provided that the consummation of the Change in Control occurs during the Performance Period.

(ii) “Good Reason” for the purposes of the Award Agreement shall mean the occurrence of any of the following without the Participant’s express written consent:  (1) a material change in the Participant’s status, title(s) or positions(s) with the Company, including as an officer of the Company, as in effect immediately prior to the Effective Period which in the Participant’s reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from the Participant’s status, title(s) and positions(s) immediately prior to the Effective Period; or the assignment to the Participant of any duties or responsibilities which, in the Participant’s reasonable judgment, are materially inconsistent with such status, title(s) or positions(s); or any removal of the Participant from or any failure to reappoint or reelect the Participant to such position(s); provided that the circumstances described in this item (1) do not apply if as a result of the Participant’s Death, voluntary termination of employment after age 60, with 10 years of service or Long-Term Disability or following receipt by the Participant of written notice from the Company of the termination of the Participant’s employment for Cause; (2) a reduction by the Company during the Effective Period in the Participant’s then current base salary; (3) the failure by the Company to continue to effect any material Plan in which the Participant was participating immediately prior to the Effective Period other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would materially adversely affect the Participant’s continued participation in any such Plan on at least as favorable a basis to the Participant’s participation as in effect immediately prior to the Effective Period or which would materially reduce the Participant’s benefits under any such Plan or deprive the Participant of any material benefit enjoyed by Participant immediately prior to the Effective Period; or (4) the relocation of the principal place of Participant’s employment to a location 25 miles further from the Participant’s principal residence.  To qualify as Good Reason, a Participant must (i) give written notice of an event constituting Good Reason within 90 days of its initial occurrence, (ii) give the Company 30 days in which to cure such condition, and (iii) actually terminate employment within two years following the initial occurrence of the Good Reason condition and prior to the Scheduled Vesting Date.

6.Delivery of Shares.

(a)Employed through ScheduledVesting Date.  If the Participant iscontinuously employed with the Company or a Subsidiary through the Scheduled Vesting Date the number of Shares equal to the number of PRSUs that have vested shall be delivered within 30 days following the Scheduled Vesting Date, but in no event later than the end of 2016.

(b)Employment Terminates prior to Scheduled Vesting Date

i. If the Participant’semployment is terminated pursuant to the circumstances provided for in Section 4(b) hereof, prior to the Scheduled Vesting Date, the number of Shares equal to the PRSUs that were vested by reason of Section 4(b) shall be delivered within 30 days of the date of termination.

ii. If the Participant’s employment is terminated pursuant to the circumstances provided for in Sections 4(a) or 4(c), the number of Shares equal to the number of PRSUs that vested pursuant to Section 4(a) or 4(c), as applicable, shall be delivered within 30 days following the Scheduled Vesting Date, but in no event later than the end of 2016.

(c)Employment Termination in Connection with a Change in Control.  Upon termination of employment in connection with a Change in Control, that also constitutes a “change in control event” within the meaning of U.S. Department of Treasury Regulation Section 1.409A-3(i)(5) (a “Section 409A CIC”), the number of Shares equal to the Participant’s PRSUs vested pursuant to Section 5(a), shall be delivered within 30 days following such Section 409A CIC or such termination, whichever is the later to occur.  Upon the occurrence of a Change in Control that is not a Section 409A CIC, the Shares underlying the Participant’s PRSUs vested pursuant to Section 5(a), shall be delivered within 30 days following the Scheduled Vesting Date or such termination, whichever is the earlier to occur, unless the termination occurs before the Change in Control, in which case the PRSUs vested pursuant to Section 5(a) will be paid within 30 days following the Scheduled Vesting Date, but in no event later than the end of 2016.

(d)Payment Net of Withholding Taxes.The Shares which the Award entitles the Participant to receive shall be delivered to the Participant, subject to withholding as provided in Section 13 below.

7.Restrictions on Transfer.  In no event shall an Award granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Participant other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) by transfer by a Participant to a member of the Participant’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Participant and members of his Immediate Family.  However, any grant transferred shall continue to be subject to all terms and conditions contained in the Agreement.  “Immediate Family” mean the spouse, children or grandchildren of the Participant.

8.No Voting Rights.   The PRSUs granted pursuant to this Award, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Award is paid in Shares.

9.Changes in Capitalization.The PRSUs granted pursuant to this Award shall be subject to the provisions of Section 12.2 of the Plan relating to adjustments to corporate capitalization.

10.Covenant Not To Compete, Solicit or Disclose Confidential Information.

(a)The Participantacknowledges that the Participant is in possession of and has access to confidential information, including material relating to the business, products and/or services of the Company or Employer and that he or she will continue to have such possession and access during employment by the Company or Employer.  The Participant also acknowledges that the Company’s or Employer’s business, products and services are highly specialized and that it is essential that they be protected, and, accordingly, the Participant agrees that as partial consideration for the Award granted herein that should the Participant engage in any “Detrimental Activity,” as defined below, at any time during his or her employment or during a period of one year following his or her termination the Company or Employer shall be entitled to: (i) recover from the Participantthe value of any portion of the Award that has been paid; (ii) seek injunctive relief against the Participant; (iii) recover all damages, court costs, and attorneys’ fees incurred by the Company or Employer in enforcing the provisions of this Award, and (iv) set-off any such sums to which the Company or Employer is entitled hereunder against any sum which may be owed the Participant by the Company or Employer.

(b)“Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control” (as defined in Section 5 hereof), or termination following a reduction in job responsibilities, shall include: (i) rendering of services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company or any Subsidiary; (ii) disclosing to anyone outside the Company or any Subsidiary, or using in other than the Company’s or any Subsidiary’s business, without prior written authorization from the Company or any Subsidiary, any confidential information including material relating to the business, products or services of the Company or any Subsidiary  acquired by the Participant during employment with the Company or any Subsidiary; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company or any Subsidiary to leave his or her employment, whether done on Participant’s own account or on account of any person, organization or business which is or becomes competitive with the Company or any Subsidiary, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company or any Subsidiary.  “Detrimental Activity” for the purposes hereof with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control”, or termination following a reduction in job responsibilities, shall include only part (ii) of the preceding sentence.

11.Nature of Grant.  In accepting the Award of PRSUs, Participant acknowledges that:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement.

(b)The grant of PRSUs is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Company.

(c)The Participant is voluntarily participating in the Plan.

(d)A PRSU is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Participant’s employment contract, if any.

(e)The PRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.

(f)The PRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the PRSUs will not be interpreted to form an employment contract with any Subsidiary.

(g)This Agreement shall not confer upon the Participant any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.

(h)The future value of the underlying Shares is unknown and cannot be predicted with certainty.

(i)If the PRSUs vest and the Participant obtains Shares, the value of those Shares acquired may increase or decrease in value.

(j)In consideration of the grant of the PRSUs, no claim or entitlement to compensation or damages shall arise from termination of the PRSUs, or diminution in value of the PRSUs or Shares acquired upon settlement of the PRSUs, resulting from termination of the Participant’s employment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim.

(k)In the event of involuntary termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive the PRSUs and vest under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the PRSUs after termination of employment, if any will be measured by the date of termination of Participant’s active employment and will not be extended by a notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the award of the PRSUs.

(l)Except as provided in the Plan, the PRSUs and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.

12.Notices.  All notices required or permitted under this Award Agreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party.  Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is postmarked.

Notices to the Company should be addressed to:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention:  Corporate Secretary

Telephone:  713-513-3322

13.Tax and Social Insurance Withholding.

(a)Regardless of any action the Company or Employer takes with respect to any or all income tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his or her responsibility and may exceed the amount actually withheld by the Company or Employer.  Participant further acknowledges that the Company or Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PRSUs, including the grant of the PRSUs, the vesting of the PRSUs, the conversion of the PRSUs into Shares or the receipt of any equivalent cash payment, the subsequent sale of any Shares acquired at vesting, and (ii) do not commit to structure the terms of the grant or any aspect of the PRSUs to reduce or eliminate Participant’s liability for the Tax-Related Items.

(b)Prior to any relevant taxable or tax withholding event (“Tax Date”), as applicable, Participant will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items.  In this regard, Participant authorizes the Company, Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:  (i) accept a cash payment in U.S. dollars in the amount of the Tax-Related Items, (ii) withhold whole Shares which would otherwise be delivered to Participant having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from Participant’s wages or other cash compensation which would otherwise be payable to Participant by the Company or from any equivalent cash payment received upon vesting of the PRSUs, equal to the amount necessary to satisfy any such obligation, (iii) withhold from proceeds of the sale of Shares acquired upon issuance of the PRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (iv) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of sale.

(c)To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares due to him or her at vesting, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan.  Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue Shares to the Participant if Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein.

14.Repatriation; Compliance with Laws.If the Participant is resident or employed outside of the United States, the Participant may be required to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the Shares acquired pursuant to the PRSUs) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). It is the Participant’s responsibility to comply with all foreign exchange rules and all other local compliance requirements that he or she may be subject to with respect to his or her participation in the Plan.  In addition, the Participant is required to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be necessary to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). The Participant is also required to take any and all actions as may be necessary to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

15.Securities Matters.The Company shall not be required to deliver any Shares until the requirements of any federal, state or foreign securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. If the Participant is resident or employed outside of the United States, neither the grant of the PRSUs under the Plan nor the issuance of the underlying Shares upon settlement of the PRSUs is intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings to the local securities authorities in jurisdictions outside of the United States unless otherwise required under local law.

16.Legal Requirements and Risks.No employee of the Company or a Subsidiary is permitted to advise the Participant on whether the Participant should acquire Shares under the Plan. Acquiring Shares involves a degree of risk. Before deciding to acquire Shares pursuant to the PRSUs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the PRSUs and the Plan. In addition, the Participant should consult with the Participant’s own financial advisor and legal advisor for professional investment advice.

17.Electronic Delivery/Acceptance.The Company may, in its sole discretion, decide to deliver any documents related to the PRSUs by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

18.Consent to Collection, Processing and Transfer of Personal Data.

(a)Pursuant to applicable personal data protection laws, the Company and the Employer (if different) hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s personal data are necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan. The Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

(b)The Company and the Employer (if different) hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the

Company and Employer (if different) will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

(c)The Company and the Employer (if different) will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.

(d)The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Company’s Corporate Secretary’s Department.

19.English Language. The Participant acknowledges and agrees that it is the Participant’s express intent that the Notice of Grant of Award, the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the PRSUs, be drawn up in English. If the Participant has received the Notice of Grant of Award, Award Agreement, the Plan or any other documents related to the PRSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

20.Governing Law; Venue.All questions concerning the validity, construction and effect of this Award Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.  Any dispute concerning this Agreement will be resolved exclusively in the state or federal courts in Harris County, Texas, and the Participant agrees to exclusive venue and jurisdiction in such courts as a condition of receiving this Award.

21.Appendix.Notwithstanding any provisions of this Award Agreement to the contrary, the PRSUs shall be subject to such special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in the appendix to this Agreement (the “Appendix”). Further, if the Participant transfers residency and/or employment to another country, any special terms and conditions for such country will apply to the PRSUs to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the PRSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, the Appendix shall constitute part of this Award Agreement.

22.Additional Requirements. The Company reserves the right to impose other requirements on the PRSUs, any Shares acquired pursuant to the PRSUs, and the Participant’s participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the PRSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

23.Section 409A.

(a)This Award is intended to comply with Section 409A of the Code and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate.  This Award shall not be amended or terminated in a manner that would cause the Award or any amounts payable under the Award to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Award.  The Company shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Award if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A.  For purposes of Section 409A, each payment under this Award shall be deemed to be a separate payment.

(b)Notwithstanding any provision of the Award to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A as of the date of the Participant’s termination of employment and the Company determines, in good faith, that immediate payments of any amounts or benefits would cause a violation of Section 409A, then any amounts or benefits which are payable under this Award upon the Participant’s “separation from service” within the meaning of Section 409A which (i) are subject to the provisions of Section 409A; (ii) are not otherwise excluded under Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from service shall be paid on the first business day next following the earlier of (1) the date that is six months and one day following the Date of termination or (2) the date of the participant’s death.

24.Not Providing Advice. 

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the PRSUs.  Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

_____________

EX-10.45

EXHIBIT 10.45

CAMERON INTERNATIONAL CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT

Effective Date:  October 17, 2013

1.Purpose.  As an additional incentive and inducement to you to remain in the employment of Cameron International Corporation (the “Company”) or one of its direct or indirect subsidiariesor affiliate (“Subsidiary”) and to acquire an ownership position in the Company, thereby aligning your interests with those of the Company and its stockholders, the Company hereby grants to you, the “Optionee”,  the option to purchase common stock of the Company from the Company (the “Options”) at the times and upon the terms and conditions set forth on the attached Notice of Grant of Stock Options and thisOption Agreement (the “Agreement”).  If Optionee completes, signs, and returns one copy of this Agreement to the Company in Houston, Texas, U.S.A., this Agreement will become effective as of October 17, 2013.

2.Terms Subject to the Plan.  The Agreement is expressly subject to the terms and provisions of the Company's Equity Incentive Plan (the "Plan"), as indicated in your Notice of Grant of Stock Options.  A copy of the Plan is available on the Cameron Intranet under the Legal Section.  In the event there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control.

3.Purchase Price.  The purchase price of the Shares of the Company’s common stock subject to the Agreement shall be $64.97 per Share.

4.Vesting.  The Options granted pursuant to this Agreement may be exercised, in whole or in part, but only as to the number of Options as to which the right to exercise has vested at the time of exercise, during the period beginning October 17, 2014 (one year from the date on which they were granted), and ending October 17, 2023(ten years from the date on which Option was granted.)

5.Exercise of Option.  The Options granted herein may be exercised as to vested Options, in whole or in part, from time to time by the Optionee by giving written notice to the Secretary of the Company on or prior to the date on which the Option terminates.  Such notice shall identify the Option and specify the number of whole Shares that the Optionee desires to purchase.  Any notice of exercise shall be in a form substantially similar to the form attached hereto.  Payment of the purchase price of the Shares that the Optionee desires to purchase shall be tendered in full at the time of giving notice by (i) cash, check in U.S. Dollars, or bank draft payable and acceptable to the Company (or the equivalent thereof acceptable to the Company), (ii) Shares theretofore owned and held by the Optionee for more than six months, (iii) a combination of cash and Shares theretofore owned and held by the Optionee for more than six months,  or (iv)  the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the exercise price.  The notice shall not be considered to be properly given unless accompanied by all documentation deemed appropriate by the Company to reflect exercise of the Option and compliance with all applicable laws, rules and regulations.

6.Shares Subject to Listing and Registration.   The Option granted herein shall be subject to the listing, registration or qualification of the Shares subject to such Option upon any securities exchange or under any applicable state, federal or foreign law.  This Option may not be exercised in whole or in part unless such listing, registration or qualification shall have been effected or obtained free of any conditions not reasonably acceptable to the Board of Directors.

7.Changes in the Company's Capital Structure.The number of Shares subject to the Option and the price per Share payable upon exercise of the Option shall be subject to the provisions of the Plan relating to adjustments to corporate capitalization, provided; however, that in the event of any reorganization, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split or other similar change in corporate structure affecting the Shares subject to the Option, the Option shall be appropriately adjusted to reflect such change, but only so far as is necessary to maintain the proportionate interest of the Optioneeand preserve, without exceeding, the value of such Option.

8.Covenant Not To Compete, Solicit or Disclose Confidential Information.

(a)The Optionee acknowledges that the Optionee is in possession of and has access to confidential information, including material relating to the business, products or services of the Company and that he or she will continue to have such possession and access during employment by the Company.  The Optionee also acknowledges that the Company’s business, products and services are highly specialized and that it is essential that they be protected, and, accordingly, the Optionee agrees that as partial consideration for the Option granted herein that should the Optionee engage in any “Detrimental Activity,” as defined below, at any time during his or her employment or during a period of one year following his or her termination the Company shall be entitled to: (i) cancel any unexercised portion of the Option; (ii) recover from the Optionee the value of any portion of the Option that has been exercised; (iii) seek injunctive relief against the Optionee; (iv) recover all damages, court costs, and attorneys’ fees incurred by the Company in enforcing the provisions of this Option grant, and (v) set-off any such sums to which the Company is entitled hereunder against any sum which may be owed the Optionee by the Company.

(b)“Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination without cause, termination in connection with or as a result of a “Change of Control” (as defined in Section 9(b) hereof), or termination following a reduction in job responsibilities, shall include: (i) rendering of services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company; (ii) disclosing to anyone outside the Company, or using in other than the Company’s business, without prior written authorization from the Company, any confidential information including material relating to the business, products or services of the Company acquired by the Optionee during employment with the Company; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company to leave his or her employment, whether done on Optionee’s own account or on account of any person, organization or business which is or becomes competitive with the Company, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company.  “Detrimental Activity” for the purposes hereof with respect to involuntary termination without cause, termination in connection with or as a result of a “Change of Control”, or termination following a reduction in job responsibilities, shall include only part (ii) of the preceding sentence.

9.Termination of Employment.

(a)If the Optionee’s employment terminates at age 60 or older, for reasons other than “Cause” (as defined below), and the Optionee has at least ten years of continuous service with either or both the Company or a Subsidiary, any unvested Options shall continue to vest and be payable according to the terms of the Agreement; except that, if such termination occurs within one year from grant date, the number of Options that will continue to vest shall be reduced to be proportionate to that portion of the year between grant date and termination date and the balance of the Option shall be immediately cancelled. The Optionee shall have the right to exercise the Option at any time within the lesser of: (i) the term of the option, or (ii) a three (3) year period commencing on the day next following such termination.  “Continuous service” shall mean ten (10) years of continuous and uninterrupted employment of the Optionee by either or both of the Company or a Subsidiary from their most recent date of hire; and

(b)If the Optionee is an executive officer, as determined annually by the Chief Executive Office of the Company, age 65 or older with at least ten years of continuous service with either or both of the Company or a Subsidiary and the Optionee’s employment terminates for reason other than Cause, or death or “Long-term Disability”, any unvested Options shall continue to vest according to the terms of the Agreement and the Optionee shall have the right to exercise the Options according to the terms of the Agreement; and

(c)If the Optionee’s employment terminates by reason of death or “Long-term Disability”, of the Optionee, the Option shall vest in full, as of the date of death or the date of such termination and be exercisable pursuant to the terms of Section 5, and the Optionee or his/her personal representatives, heirs, legatees or distributees shall have the right to exercise the Option granted hereunder at any time within the lesser of:  (1) the term of the Option or, (ii) a three (3) year period commencing on the date next following the date ofsuch termination.  For purposes of this Agreement, “Long-term Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; and

 (d)If the Optionee’s employment terminates by reason of a workforce reduction, the Options shall continue to vest and be exercisableaccording to theirterms; except that, if such termination occurs within one year from the effective date of the grant, the number of Options that will vest in full shall be reduced to be proportionate to that portion of the year between such effective date and the date of termination, and the balance of the grant shall be immediately cancelled; and

(e)If the Optionee’s employment terminates voluntarily other than as provided for in Sections (a), (b), (c) or (d) above, or as a result of involuntary termination other than for Cause or as provided for in Sections (c) and (d) above, no additional Options shall vest for the benefit of the Optionee after the termination date, and the Options shall be exercisable by the Optionee, with respect to those Shares which had already vested only, within a three (3) month period after such termination or the term of the Options, whichever is less, but only to the extent exercisable immediately prior to the date of termination; and

 (f)If the Optionee’s employment is terminated for Cause, the Options shall terminate and no longer be exercisable for either the vested or the unvested Options; and

 (g)Any other agreement between the Optionee and the Company notwithstanding, if there is a termination of Optionee’s employment either by the Company without “Cause” or by the Optionee for reasons that would constitute “constructive termination” under applicable law during the period from the earlier of the occurrence of any of the events that would cause a “Change in Control” (as defined below) or the date of the agreement by the Company to enter into a transaction which results in a “Change in Control” or within two years following a “Change in Control”, the Optionsshall immediately vest and be payable in full pursuant to the terms of Section 5.

 (h)    “Cause” for the purposes hereof, shall mean the Optionee has (1) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company or a Subsidiary; (2) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company or a Subsidiary; (3) breached any material policy or code of conduct established by the Company or a Subsidiary and affecting the Optionee; (4) engaged in conduct that Optionee knows or should know is materially injurious to the Company or a Subsidiary; (5) been convicted of a felony or a misdemeanor involving moral turpitude; or (6) engaged in an act of dishonest or impropriety which materially impairs the Optionee’s effectiveness in his or her position with the Company or a Subsidiary.

 (i)   “Long-term Disability” for the purposes hereof, shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

 (j)“Change in Control” for the purposes of this Agreement, shall mean the earliest date on which:

(i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), 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; or

(ii) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(iii) a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction less than a majority of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the majority ownership continuity test is met, any ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction).

(iv) 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 voting securities of the Company then outstanding; or

(v) all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Optionee, or a group of Persons which includes the Optionee, acquiring more than 20% of either the combined voting power of the Company’s outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

10.Employment.  This Agreement is not an employment agreement.  Nothing contained herein shall be construed as creating any employment relationship.

11.Notices.  All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party.  Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is postmarked.

Notices to the Company should be addressed to:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention:  Corporate Secretary

Telephone:  713-513-3322

12.Definitions.  All undefined capitalized terms used herein shall have the meanings assigned to them in the Plan.

13.Successors and Assigns.  Subject to the provisions of Paragraph 9 hereof, this Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Optionee and the successors and assigns of the Company.  This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Texas.  In no event shall an Option granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Optionee other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) with respect to grants of nonqualified stock options, by transfer by an Optionee to a member of the Optionee’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Optionee and members of his Immediate Family.  However, any grant transferred shall continue to be subject to all terms and conditions contained in the Agreement.

14.Tax Withholding.

(a)Regardless of any action the Company or Optionee's employer (the “Employer”) takes with respect to any or all income tax (including foreign, federal, state and local tax), social insurance, payroll tax, payment on account or other tax-related items related to Optionee's participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee's responsibility and may exceed the amount actually withheld by the Company and/or the Employer.  Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including but not limited to, the grant, vesting, exercise of the Option, the issuance of Shares upon exercise, the subsequent sale of Shares acquired pursuant to the exercise of the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee's liability for Tax-Related Items or achieve any particular tax result.  Further, if Optionee has become subject to tax in more than one jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

                (b)Prior to any relevant taxable or tax withholding event (“Tax Date”), as applicable, Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, Optionee authorizes the Company and/or the Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) accept a cash payment in U.S. Dollars in the amount of Tax-Related Items, (ii) withhold whole Shares which would otherwise be delivered to Optionee having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from Optionee's wages or other cash compensation which would otherwise be payable to Optionee by the Company and/or the Employer, equal to the amount necessary to satisfy any such obligations, (iii) withhold from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization), or (iv) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Optionee have submitted an irrevocable notice of exercise.

                (c)To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Optionee are deemed to have been issued the full number of Shares subject to the Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.  Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company shall have sole discretion to deliver the Shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section and Optionee unconditionally consents to and approves any such action taken by the Company.  Optionee (or any beneficiary or person entitled to act on Optionee's behalf) shall provide the Company with any forms, documents or other information reasonably required by the Company.

15.Consent to Collection, Processing and Transfer of Personal Data.

(a)Pursuant to applicable personal data protection laws, the Company and the Employer (if different) hereby notify the Optionee of the following in relation to the Optionee's personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Option and the Optionee's participation in the Plan. The collection, processing and transfer of the Optionee's personal data are necessary for the Company’s administration of the Plan and the Optionee's participation in the Plan. The Optionee's denial and/or objection to the collection, processing and transfer of personal data may affect the Optionee's participation in the Plan. The Optionee voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

(b)The Company and the Employer (if different) hold certain personal information about the Optionee, including the Optionee's name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Optionee's favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Optionee or collected, where lawful, from third parties, and the Company and Employer (if different) will process the Data for the exclusive purpose of implementing, administering and managing the Optionee's participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Optionee's country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Optionee's participation in the Plan.

(c)The Company and the Employer (if different) will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Optionee's participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Optionee hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Optionee's participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Optionee's behalf to a broker or other third party with whom the Optionee may elect to deposit any Shares acquired pursuant to the Plan.

(d)The Optionee may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Optionee's participation in the Plan. The Optionee may seek to exercise these rights by contacting the Company’s Corporate Secretary’s Department.

16.English Language. The Optionee acknowledges and agrees that it is the Optionee's express intent that the Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option, be drawn up in English. If the Optionee has received the Agreement, the Plan or any other documents related to the Options translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

17.Nature of Grant.

In accepting the award of Options, Optionee acknowledges that:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement.

(b)The grant of Options is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Company.

(c)The Optionee is voluntarily participating in the Plan.

(d)An Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Optionee's employment contract, if any.

(e)The Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.

(f)The Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Options will not be interpreted to form an employment contract with any Subsidiary.

(g)This Agreement shall not confer upon the Optionee any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Optionee's employment at any time, as may be permitted under local law.

(h)The future value of the underlying Shares is unknown and cannot be predicted with certainty; if the value of the Shares does not increase after the time of grant, this Option will have no value.

(i)If the Options vest and the Optionee obtains Shares, the value of those Shares acquired may increase or decrease in value.

(j)In consideration of the grant of the Options, no claim or entitlement to compensation or damages shall arise from termination of the Options or diminution in value of the Options or Shares acquired upon exercise of the Option resulting from termination of the Optionee's employment (for any reason whatsoever and whether or not in breach of local labor laws) and the Optionee irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Option, the Optionee will be deemed irrevocably to have waived the Optionee's entitlement to pursue such claim.

(k)In the event of involuntary termination of Optionee’s employment (whether or not in breach of local labor laws), Optionee’s right to receive Options and vest under the Plan, if any, will terminate effective as of the date that Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Optionee’s right to exercise Options and vesting in Options after termination of employment, if any will be measured by the date of termination of Optionee’s active employment and will not be extended by a notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the award of the Options.

(l)The Options and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.

18.Electronic Delivery/Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Option by electronic means. The Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

19.Not Providing Advice.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan, or Optionee’s acquisition or sale of the Shares underlying the Option.  Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

20.Governing Law.  All questions concerning the validity, construction and effect of this Award Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.

21.Appendix Terms. Notwithstanding any provisions of this Agreement to the contrary, the Option shall be subject to such special terms andconditions for the Optionee's country of residence (and country of employment, if different), as are set forth in the Appendix to this Agreement (the “Appendix”). Further, if the Optionee transfers residency and/or employment to another country, any special terms and conditions for such country will apply to the Option to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Option and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Optionee's transfer). In all circumstances, the Appendix shall constitute part of this Agreement.

22.Additional Requirements. The Company reserves the right to impose other requirements on the Options, any Shares acquired pursuant to the Options, and the Optionee's participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Options and the Plan. Such requirements may include (but are not limited to) requiring the Optionee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

____________________________________________

EX-10.46

EXHIBIT 10.46

CAMERON INTERNATIONAL CORPORATION

Restricted Stock Unit Award Agreement

(October 17, 2013)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in theNotice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) granted to Participant by the Company under the Company’s Equity Incentive Plan  (the “Plan”).  For purposes of this Award Agreement, “Employer” means the Company or Subsidiary that employs the Participant on the applicable date. All capitalized terms not defined in this Award Agreement shall have the same meaning as set forth in the Plan.

1.Effective Date of RSUs.

(a)The Company hereby grants to the Participant, on the terms and conditions set forth herein, an award of RSUs(the “Award”), effective October 17, 2013 (“Effective Date”).

(b)This Award is a commitment to issue one shareof Cameron common stock (“Shares”) for each RSU specified on the Notice of Grant of Award pursuant to the terms of the Award Agreement, subject to the Participant’s acceptance of this Agreement in writing or electronically in the manner prescribed by the Company or its third party administrator.

(c)Notwithstanding the foregoing, the Company may, in its sole discretion, settle the RSUs in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant or the Company to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and country of employment, if different), or (3) is administratively burdensome; or (ii) Shares, but require the Participant to immediately sell such Shares (in which case, this Award Agreement shall give the Company the authority to issue sales instructions on the Participant’s behalf).

2.Terms Subject to the Plan.  This Award Agreement is expressly subject to the terms and provisions of the Plan, as indicated in the Participant’s Notice of Grant of Award.  A copy of the Plan is available from the Corporate Secretary upon request.  In the event there is a conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall control.

3.Vesting Schedule.  The Award shall become vested, in three installments as follows: one-third on October 17, 2014, one-third on October 17, 2015, and one-third on October 17, 2016 (the “Scheduled Vesting Dates”) provided there has been continuous employment of the Participant by the Company and/or aSubsidiary from the Effective Date to the Scheduled Vesting Dates, subject to Section 4.  All RSUs which become vested shall be payable in accordance with Section 5 hereof.

4.Termination of Employment.  Notwithstanding the foregoing:

(a)If the Participant’s employment terminates at age 60 or older for reasons other than “Cause” (as defined below), and the Participant has at least ten years of continuous employment with the Company or a Subsidiary, any unvested RSUs shall vest according to the terms of the Award; except that, unless the Participant is an Executive Officer, as determined annually by the Chief Executive Officer, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs before October 17, 2014, the number of RSUs that will continue to vest shall be reduced to be proportionate to the number of days worked between the Effective Date and the date of termination and 365, with the balance of the Award to be immediately cancelled.

(b)If the Participant’s employment terminates by reason of the death or “Long-Term Disability” (as defined below) of the Participant, the Award shall immediately vest in full as of the date of death or the date of such termination and the Shares shall be delivered in accordance with Section 5.

(c)If the Participant’s employment terminates by reason of a workforce reduction, the Award shall vest according to the terms of the Awardand theShares shall be delivered in accordance with Section 5; except that, unless the Participant is an Executive Officer, as determined annually by the Chief Executive Officer, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs within one year from the Effective Date, the number of RSUs that will vest in full shall be reduced to be proportionate to the number of days between the Effective Date and the date of termination and 365, with the balance of the Award to be immediately cancelled.

(d)Not withstanding any other agreement between the Company (or a Subsidiary) and the Participant, if there is a termination of Participant’s employment either by the Employer without “Cause” or by the Participant for Good Reason in connection with a Change in Control, the award shall immediately vest and the Shares shallbe delivered in accordance with Section 5.

(e)If the Participant’s employment terminates for reasons other than for those addressed in Sections 4(a)-(d), all unvested RSUs subject to this Award shall be forfeited upon Participant’s termination of employment.

(f)For purposes of clarity and unless otherwise determined by the Committee in its sole discretion, any termination of employment shall be effective as of the date on which the Participant’s active employment ends and will not be extended by any notice period mandated under local law (e.g., active employment will not include a period of “garden leave” or similar period pursuant to local law). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the RSUs.

(g)“Cause” for the purposes hereof, shall mean the Participant has (1) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company or Employer; (2) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company or Employer; (3) breached any material policy or code of conduct established by the Company or Employer; (4) engaged in conduct that Participant knows or should know is materially injurious to the Company or Employer; (5) been convicted of a felony or a misdemeanor involving moral turpitude; or (6) engaged in an act of dishonest or impropriety which materially impairs the Participant’s effectiveness in his or her position with the Company or Employer.

(h)“Long-Term Disability” for the purposes hereof, shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

(i)“Change in Control” for the purposes of this Award, shall mean the earliest date on which:

i. any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), 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; or

ii. individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

iii. a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction 50% or more of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% or more continuity test is met, any ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction); or

iv. all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring 20% or more of either the combined voting power of the Company’s outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

For the purposes of this Award Agreement, a termination in connection with a Change in Control shall mean a Change in Control shall have occurred and there has occurred a termination of the Participant’s employment with the Company or a Subsidiary either by the Company or a Subsidiary without Cause (as defined below), or by the Participant for Good Reason (as defined below) during the Effective Period (as defined below).

(j)The “Effective Period” shall mean for the purposes of this Award Agreement the period from (A) the earliest date to occur of any of the following: (1) any of the events set forth under the definition of Change in Control shall have occurred; (2) the receipt by the Company of a Schedule 13D stating the intention of any person to take actions which if accomplished, would constitute a Change in Control; (3) the public announcement by any person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (4) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (5) consideration by the Board of a transaction which, if consummated, would result in a Change in Control and continues until (B) the Scheduled Vesting Date, provided that the Change in Control is consummated prior to the last Scheduled Vesting Date.

(k)If, however, an Effective Period occurs but the proposed transaction to which it relates ceases to be actively considered or pending, the Effective Period will be deemed not to have commenced for purposes of this Agreement. If, however, an Effective Period occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Period with respect to the Change in Control that ultimately occurs shall begin on the date upon which consideration was revived and continue until the Scheduled Vesting Date, provided that the consummation of the Change in Control occurs prior to the last Scheduled Vesting Date.

(l)“Good Reason” for the purposes of the Award Agreement shall mean the occurrence of any of the following without the Participant’s express written consent: (1) a material change in the Participant’s status, title(s) or positions(s) with the Company, including as an officer of the Company, as in effect immediately prior to the Effective Period which in the Participant’s reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from the Participant’s status, title(s) and positions(s) immediately prior to the Effective Period; or the assignment to the Participant of any duties or responsibilities which, in the Participant’s reasonable judgment, are materially inconsistent with such status, title(s) or positions(s); or any removal of the Participant from or any failure to reappoint or reelect the Participant to such position(s); provided that the circumstances described in this item (1) do not apply if as a result of the Participant’s Death, voluntary termination of employment after age 60, with 10 years of service or Long-Term Disability or following receipt by the Participant of written notice from the Company of the termination of the Participant’s employment for Cause; (2) a reduction by the Company during the Effective Period in the Participant’s then current base salary; (3) the failure by the Company to continue to effect any material Plan in which the Participant was participating immediately prior to the Effective Period other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would materially adversely affect the Participant’s continued participation in any such Plan on at least as favorable a basis to the Participant’s participation as in effect immediately prior to the Effective Period or which would materially reduce the Participant’s benefits under any such Plan or deprive the Participant of any material benefit enjoyed by Participant immediately prior to the Effective Period; or (4) the relocation of the principal place of Participant’s employment to a location 25 miles further from the Participant’s principal residence. To qualify as Good Reason, a Participant must (i) give written notice of an event constituting Good Reason within 90 days of its initial occurrence, (ii) give the Company 30 days in which to cure such condition, and (iii) actually terminate employment within two years following the initial occurrence of the Good Reason condition and prior to the Scheduled Vesting Date.

5.Delivery of Shares.

(a)Employed through Scheduled Vesting Date(s).  If the Participant is employed with the Company or Subsidiary through the Scheduled Vesting Date the number of Shares equal to the number of RSUs that have vested shall be delivered within 30 days following the Scheduled Vesting Date.

(b)Employment Terminates Prior to Scheduled Vesting Date.

i. If the Participant terminates employment in accordance with Sections 4(a) or 4(c), the number of Shares equal to the portion of the RSUs that vested shall be delivered within 30 days following the Scheduled Vesting Date.

ii. If the Participant’s employment terminates by reason of death or Long-term Disability in accordance with Section 4(b), prior to the Scheduled Vesting Date, the number of Shares equal to the RSUs that were subject to accelerated vesting pursuant to Section 4 hereof, shall be delivered within 30 days of such termination.

iii. If the Participant’s employment is terminated in connection with a “Change in Control” as provided for in Section 4(d), and if the “Change in Control” also constitutes a “change in control event” within the meaning of U.S. Department of Treasury Regulation Section 1.409A-3(i)(5) (a “Section 409A CIC”), the number of Shares equal to the Participant’s vested RSUs shall be delivered within 30 days following such Section 409A CIC or date of such termination, whichever is the later to occur.  Upon the occurrence of a Change in Control that is not a Section 409A CIC, the Shares underlying the Participant’s vested RSUs shall be delivered within 30 days following the Scheduled Vesting Date or such termination, whichever is the earlier to occur, unless the termination occurs before the Change in Control, in which case the RSUs vested pursuant to Section 4(d) will be paid within 30 days following the Scheduled Vesting Date, but in no event later than the end of 2016.

(c)The Shares which the Award entitles the Participant to receive shall be delivered to the Participant, subject to withholding as provided in Section 12 below.

6.Restrictions on Transfer.  In no event shall an Award granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Participant other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) by transfer by a Participant to a member of the Participant’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Participant and members of his Immediate Family.  However, any grant transferred shall continue to be subject to all terms and conditions contained in the Agreement.  “Immediate Family” mean the spouse, children or grandchildren of the Participant.

7.No Voting Rights.   The RSUs granted pursuant to this Award, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Award is paid in Shares.

8.Changes in Capitalization.The RSUsgranted under this Award shall be subject to the provisions of Section 12.2 of the Plan relating to adjustments to corporate capitalization.

9.Covenant Not To Compete, Solicit or Disclose Confidential Information.

(a)The Participant acknowledges that the Participant is in possession of and has access to confidential information, including material relating to the business, products and/or services of the Company or Employer and that he or she will continue to have such possession and access during employment by the Company or Employer.  The Participant also acknowledges that the Company’s (or Employer’s) business, products and services are highly specialized and that it is essential that they be protected, and, accordingly, the Participant agrees that as partial consideration for the Award granted herein that should the Participant engage in any “Detrimental Activity,” as defined below, at any time during his or her employment or during a period of one year following his or her termination the Company or Employer shall be entitled to: (i) recover from the Participant the value of any portion of  the Award that has been paid; (ii) seek injunctive relief against the Participant; (iii) recover all damages, court costs, and attorneys’ fees incurred by the Company or Employer in enforcing the provisions of this Award, and (iv) set-off any such sums to which the Company or Employer is entitled hereunder against any sum which may be owed the Participant by the Company or Employer.

(b)“Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control” (as defined in Section 9(b) hereof), or termination following a reduction in job responsibilities, shall include: (i) rendering of services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company or any Subsidiary; (ii) disclosing to anyone outside the Company, or any Subsidiary or using in other than the Company’s or any Subsidiary’s business, without prior written authorization from the Company or any Subsidiary, any confidential information including material relating to the business, products or services of the Company or any Subsidiary acquired by the Participant during employment with the Company or any Subsidiary; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company or any Subsidiary to leave his or her employment, whether done on Participant’s own account or on account of any person, organization or business which is or becomes competitive with the Company or any Subsidiary, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company or any Subsidiary.  “Detrimental Activity” for the purposes hereof with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control”, or termination following a reduction in job responsibilities, shall include only part (ii) of the preceding sentence.

10.Nature of Grant.  In accepting the Award of RSUs, Participant acknowledges that:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement.

(b)The grant of RSUs is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Company.

(c)The Participant is voluntarily participating in the Plan.

(d)An RSU is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Participant’s employment contract, if any.

(e)The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.

(f)The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Subsidiary.

(g)This Agreement shall not confer upon the Participant any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.

(h)The future value of the underlying Shares is unknown and cannot be predicted with certainty.

(i)If the RSUs vest and the Participant obtains Shares, the value of those Shares acquired may increase or decrease in value.

(j)In consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or Shares acquired upon settlement of the RSUs resulting from termination of the Participant’s employment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim.

(k)In the event of involuntary termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive the RSUs and vest under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the RSUs after termination of employment, if any will be measured by the date of termination of Participant’s active employment and will not be extended by a notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the award of the RSUs.

(l)Except as provided in the Plan, the RSUs and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability

11.Notices.  All notices required or permitted under this AwardAgreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party.  Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is postmarked.

Notices to the Company should be addressed to:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention:  Corporate Secretary

Telephone:  713-513-3322

12.Tax and Social InsuranceWithholding.

(a)Regardless of any action the Company or Employer takes with respect to any or all income tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his or her responsibility and may exceed the amount actually withheld by the Company or Employer.  Participant further acknowledges that the Company or Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the conversion of the RSUs into Shares or the receipt of any equivalent cash payment, the subsequent sale of any Shares acquired at vesting, and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for the Tax-Related Items.

(b)Prior to any relevant taxable or tax withholding event (“Tax Date”), as applicable, Participant will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items.  In this regard, Participant authorizes the Company, Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:  (i) accept a cash payment in U.S. dollars in the amount of the Tax-Related Items, (ii) withhold whole Shares which would otherwise be delivered to Participant having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from Participant’s wages or other cash compensation which would otherwise be payable to Participant by the Company or from any equivalent cash payment received upon vesting of the RSUs, equal to the amount necessary to satisfy any such obligation, (iii) withhold from proceeds of the sale of Shares acquired upon issuance of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (iv) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of sale.

(c)To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares due to him or her at vesting, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan.  Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue Shares to the Participant if Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein.

13.Repatriation; Compliance with Laws. If the Participant is resident or employed outside of the United States, the Participant may be required to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the Shares acquired pursuant to the RSUs) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). It is the Participant’s responsibility to comply with all foreign exchange rules and all other local compliance requirements that he or she may be subject to with respect to his or her participation in the Plan.  In addition, the Participant is required to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be necessary to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).  The Participant is also required to take any and all actions as may be necessary to comply with the Participant’s personal legal, and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

14.Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal, state or foreign securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. If the Participant is resident or employed outside of the United States, neither the grant of the RSUs under the Plan nor the issuance of the underlying Shares upon settlement of the RSUs is intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings to the local securities authorities in jurisdictions outside of the United States unless otherwise required under local law.

15.Legal Requirements and Risks. No employee of the Company or a Subsidiary is permitted to advise the Participant on whether the Participant should acquire Shares under the Plan. Acquiring Shares involves a degree of risk. Before deciding to acquire Shares pursuant to the RSUs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the RSUs and the Plan. In addition, the Participant should consult with the Participant’s own financial advisor and legal advisor for professional investment advice.

16.Electronic Delivery/Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the RSUs by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

17.Consent to Collection, Processing and Transfer of Personal Data.

(a)Pursuant to applicable personal data protection laws, the Company and the Employer (if different) hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s personal data are necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan. The Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

(b)The Company and the Employer (if different) hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and Employer (if different) will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

(c)The Company and the Employer (if different) will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.

(d)The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Company’s Corporate Secretary’s Department.

18.English Language. The Participant acknowledges and agrees that it is the Participant’s express intent that the Notice of Grant of Award, the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Notice of Grant of Award, Award Agreement, the Plan or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

19.Governing Law; Venue.  All questions concerning the validity, construction and effect of this Award Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.  Any dispute concerning this Agreement will be resolved exclusively in the state or federal courts in Harris County, Texas, and the Participant agrees to exclusive venue and jurisdiction in such courts as a condition of receiving this Award.

20.Appendix. Notwithstanding any provisions of this Award Agreement to the contrary, the RSUs shall be subject to such special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in the appendix to this Agreement (the “Appendix”). Further, if the Participant transfers residency and/or employment to another country, any special terms and conditions for such country will apply to the RSUs to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, the Appendix shall constitute part of this Award Agreement.

21.Additional Requirements. The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs, and the Participant’s participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the RSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

22.Section 409A.

(a)This Award is intended to comply with Section 409A of the Code and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate.  This Award shall not be amended or terminated in a manner that would cause the Award or any amounts payable under the Award to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Award.  The Company shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Award if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A.  For purposes of Section 409A, each payment under this Award shall be deemed to be a separate payment.

(b)Notwithstanding any provision of the Award to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A as of the date of the Participant’s termination of employment and the Company determines, in good faith, that immediate payments of any amounts or benefits would cause a violation of Section 409A, then any amounts or benefits which are payable under this Award upon the Participant’s “separation from service” within the meaning of Section 409A which (i) are subject to the provisions of Section 409A; (ii) are not otherwise excluded under Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from service shall be paid on the first business day next following the earlier of (1) the date that is six months and one day following the Date of termination or (2) the date of the participant’s death.

23.Not Providing Advice.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the RSUs.  Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

______________________________________

EX-10.47

EXHIBIT 10.47

CAMERON INTERNATIONAL CORPORATION

Restricted Stock Unit Award Agreement

(October 17, 2013)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in theNotice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) granted to Participant by the Company under the Company’s Equity Incentive Plan  (the “Plan”).  For purposes of this Award Agreement, “Employer” means the Company or Subsidiary that employs the Participant on the applicable date. All capitalized terms not defined in this Award Agreement shall have the same meaning as set forth in the Plan.

1.Effective Date of RSUs.

(a)The Company hereby grants to the Participant, on the terms and conditions set forth herein, an award of RSUs(the “Award”), effective October 17, 2013 (“Effective Date”).

(b)This Award is a commitment to issue one shareof Cameron common stock (“Shares”) for each RSU specified on the Notice of Grant of Award pursuant to the terms of the Award Agreement, subject to the Participant’s acceptance of this Agreement in writing or electronically in the manner prescribed by the Company or its third party administrator.

(c)Notwithstanding the foregoing, the Company may, in its sole discretion, settle the RSUs in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant or the Company to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and country of employment, if different), or (3) is administratively burdensome; or (ii) Shares, but require the Participant to immediately sell such Shares (in which case, this Award Agreement shall give the Company the authority to issue sales instructions on the Participant’s behalf).

2.Terms Subject to the Plan.  This Award Agreement is expressly subject to the terms and provisions of the Plan, as indicated in the Participant’s Notice of Grant of Award.  A copy of the Plan is available from the Corporate Secretary upon request.  In the event there is a conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall control.

3.Vesting Schedule.  The Award shall become vested, in three installments as follows: one-third on January 1, 2015, one-third on January 1, 2016, and one-third on January 1, 2017 (the “Scheduled Vesting Dates”) provided (i) the Company achieves Net Income of $50 Million or more in the calendar year 2014, and (ii) there has been continuous employment of the Participant by the Company and/or aSubsidiary from the Effective Date to the Scheduled Vesting Dates, subject to Section 4.  All RSUs which become vested shall be payable in accordance with Section 5 hereof.

4.Termination of Employment.  Notwithstanding the foregoing:

(a)If the Participant’s employment terminates at age 60 or older for reasons other than “Cause” (as defined below), and the Participant has at least ten years of continuous employment with the Company or a Subsidiary, any unvested RSUs shall vest according to the terms of the Award; except that, unless the Participant is an Executive Officer, as determined annually by the Chief Executive Officer, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs before January 1, 2015, the number of RSUs that will continue to vest shall be reduced to be proportionate to the number of days worked during 2014 and 365, with the balance of the Award to be immediately cancelled.

(b)If the Participant’s employment terminates by reason of the death or “Long-Term Disability” (as defined below) of the Participant, the Award shall immediately vest in full as of the date of death or the date of such termination and the Shares shall be delivered in accordance with Section 5.

(c)If the Participant’s employment terminates by reason of a workforce reduction, the Award shall vest according to the terms of the Awardand theShares shall be delivered in accordance with Section 5; except that, unless the Participant is an Executive Officer, as determined annually by the Chief Executive Officer, age 65 or older and has at least ten years of continuous employment with either or both of the Company or a Subsidiary at the time of termination, if such termination occurs within one year from the Effective Date, the number of RSUs that will vest in full shall be reduced to be proportionate to the number of days between the Effective Date and the date of termination and 365, with the balance of the Award to be immediately cancelled.

(d)Not withstanding any other agreement between the Company (or a Subsidiary) and the Participant, if there is a termination of Participant’s employment either by the Employer without “Cause” or by the Participant for Good Reason in connection with a Change in Control, the award shall immediately vest and the Shares shallbe delivered in accordance with Section 5.

(e)If the Participant’s employment terminates for reasons other than for those addressed in Sections 4(a)-(d), all unvested RSUs subject to this Award shall be forfeited upon Participant’s termination of employment.

(f)For purposes of clarity and unless otherwise determined by the Committee in its sole discretion, any termination of employment shall be effective as of the date on which the Participant’s active employment ends and will not be extended by any notice period mandated under local law (e.g., active employment will not include a period of “garden leave” or similar period pursuant to local law). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the RSUs.

(g)“Cause” for the purposes hereof, shall mean the Participant has (1) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company or Employer; (2) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company or Employer; (3) breached any material policy or code of conduct established by the Company or Employer; (4) engaged in conduct that Participant knows or should know is materially injurious to the Company or Employer; (5) been convicted of a felony or a misdemeanor involving moral turpitude; or (6) engaged in an act of dishonest or impropriety which materially impairs the Participant’s effectiveness in his or her position with the Company or Employer.

(h)“Long-Term Disability” for the purposes hereof, shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

(i)“Change in Control” for the purposes of this Award, shall mean the earliest date on which:

i. any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), 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; or

ii. individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

iii. a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction 50% or more of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% or more continuity test is met, any ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction); or

iv. all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring 20% or more of either the combined voting power of the Company’s outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

For the purposes of this Award Agreement, a termination in connection with a Change in Control shall mean a Change in Control shall have occurred and there has occurred a termination of the Participant’s employment with the Company or a Subsidiary either by the Company or a Subsidiary without Cause (as defined below), or by the Participant for Good Reason (as defined below) during the Effective Period (as defined below).

(j)The “Effective Period” shall mean for the purposes of this Award Agreement the period from (A) the earliest date to occur of any of the following: (1) any of the events set forth under the definition of Change in Control shall have occurred; (2) the receipt by the Company of a Schedule 13D stating the intention of any person to take actions which if accomplished, would constitute a Change in Control; (3) the public announcement by any person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date; (4) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change in Control; or (5) consideration by the Board of a transaction which, if consummated, would result in a Change in Control and continues until (B) the Scheduled Vesting Date, provided that the Change in Control is consummated prior to the last Scheduled Vesting Date.

(k)If, however, an Effective Period occurs but the proposed transaction to which it relates ceases to be actively considered or pending, the Effective Period will be deemed not to have commenced for purposes of this Agreement. If, however, an Effective Period occurs with respect to a proposed transaction which ceased to be actively considered but for which active consideration is revived, the Effective Period with respect to the Change in Control that ultimately occurs shall begin on the date upon which consideration was revived and continue until the Scheduled Vesting Date, provided that the consummation of the Change in Control occurs prior to the last Scheduled Vesting Date.

(l)“Good Reason” for the purposes of the Award Agreement shall mean the occurrence of any of the following without the Participant’s express written consent: (1) a material change in the Participant’s status, title(s) or positions(s) with the Company, including as an officer of the Company, as in effect immediately prior to the Effective Period which in the Participant’s reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from the Participant’s status, title(s) and positions(s) immediately prior to the Effective Period; or the assignment to the Participant of any duties or responsibilities which, in the Participant’s reasonable judgment, are materially inconsistent with such status, title(s) or positions(s); or any removal of the Participant from or any failure to reappoint or reelect the Participant to such position(s); provided that the circumstances described in this item (1) do not apply if as a result of the Participant’s Death, voluntary termination of employment after age 60, with 10 years of service or Long-Term Disability or following receipt by the Participant of written notice from the Company of the termination of the Participant’s employment for Cause; (2) a reduction by the Company during the Effective Period in the Participant’s then current base salary; (3) the failure by the Company to continue to effect any material Plan in which the Participant was participating immediately prior to the Effective Period other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would materially adversely affect the Participant’s continued participation in any such Plan on at least as favorable a basis to the Participant’s participation as in effect immediately prior to the Effective Period or which would materially reduce the Participant’s benefits under any such Plan or deprive the Participant of any material benefit enjoyed by Participant immediately prior to the Effective Period; or (4) the relocation of the principal place of Participant’s employment to a location 25 miles further from the Participant’s principal residence. To qualify as Good Reason, a Participant must (i) give written notice of an event constituting Good Reason within 90 days of its initial occurrence, (ii) give the Company 30 days in which to cure such condition, and (iii) actually terminate employment within two years following the initial occurrence of the Good Reason condition and prior to the Scheduled Vesting Date.

5.Delivery of Shares.

(a)Employed through Scheduled Vesting Date(s).  If the Participant is employed with the Company or Subsidiary through the Scheduled Vesting Date the number of Shares equal to the number of RSUs that have vested shall be delivered within 30 days following the Scheduled Vesting Date.

(b)Employment Terminates Prior to Scheduled Vesting Date.

i. If the Participant terminates employment in accordance with Sections 4(a) or 4(c), the number of Shares equal to the portion of the RSUs that vested shall be delivered within 30 days following the Scheduled Vesting Date.

ii. If the Participant’s employment terminates by reason of death or Long-term Disability in accordance with Section 4(b), prior to the Scheduled Vesting Date, the number of Shares equal to the RSUs that were subject to accelerated vesting pursuant to Section 4 hereof, shall be delivered within 30 days of such termination.

iii. If the Participant’s employment is terminated in connection with a “Change in Control” as provided for in Section 4(d), and if the “Change in Control” also constitutes a “change in control event” within the meaning of U.S. Department of Treasury Regulation Section 1.409A-3(i)(5) (a “Section 409A CIC”), the number of Shares equal to the Participant’s vested RSUs shall be delivered within 30 days following such Section 409A CIC or date of such termination, whichever is the later to occur.  Upon the occurrence of a Change in Control that is not a Section 409A CIC, the Shares underlying the Participant’s vested RSUs shall be delivered within 30 days following the Scheduled Vesting Date or such termination, whichever is the earlier to occur, unless the termination occurs before the Change in Control, in which case the RSUs vested pursuant to Section 4(d) will be paid within 30 days following the Scheduled Vesting Date, but in no event later than the end of 2016.

(c)The Shares which the Award entitles the Participant to receive shall be delivered to the Participant, subject to withholding as provided in Section 12 below.

6.Restrictions on Transfer.  In no event shall an Award granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Participant other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) by transfer by a Participant to a member of the Participant’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Participant and members of his Immediate Family.  However, any grant transferred shall continue to be subject to all terms and conditions contained in the Agreement.  “Immediate Family” mean the spouse, children or grandchildren of the Participant.

7.No Voting Rights.   The RSUs granted pursuant to this Award, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Award is paid in Shares.

8.Changes in Capitalization.The RSUsgranted under this Award shall be subject to the provisions of Section 12.2 of the Plan relating to adjustments to corporate capitalization.

9.Covenant Not To Compete, Solicit or Disclose Confidential Information.

(a)The Participant acknowledges that the Participant is in possession of and has access to confidential information, including material relating to the business, products and/or services of the Company or Employer and that he or she will continue to have such possession and access during employment by the Company or Employer.  The Participant also acknowledges that the Company’s (or Employer’s) business, products and services are highly specialized and that it is essential that they be protected, and, accordingly, the Participant agrees that as partial consideration for the Award granted herein that should the Participant engage in any “Detrimental Activity,” as defined below, at any time during his or her employment or during a period of one year following his or her termination the Company or Employer shall be entitled to: (i) recover from the Participant the value of any portion of  the Award that has been paid; (ii) seek injunctive relief against the Participant; (iii) recover all damages, court costs, and attorneys’ fees incurred by the Company or Employer in enforcing the provisions of this Award, and (iv) set-off any such sums to which the Company or Employer is entitled hereunder against any sum which may be owed the Participant by the Company or Employer.

(b)“Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control” (as defined in Section 9(b) hereof), or termination following a reduction in job responsibilities, shall include: (i) rendering of services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company or any Subsidiary; (ii) disclosing to anyone outside the Company, or any Subsidiary or using in other than the Company’s or any Subsidiary’s business, without prior written authorization from the Company or any Subsidiary, any confidential information including material relating to the business, products or services of the Company or any Subsidiary acquired by the Participant during employment with the Company or any Subsidiary; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company or any Subsidiary to leave his or her employment, whether done on Participant’s own account or on account of any person, organization or business which is or becomes competitive with the Company or any Subsidiary, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company or any Subsidiary.  “Detrimental Activity” for the purposes hereof with respect to involuntary termination without Cause, termination in connection with or as a result of a “Change in Control”, or termination following a reduction in job responsibilities, shall include only part (ii) of the preceding sentence.

10.Nature of Grant.  In accepting the Award of RSUs, Participant acknowledges that:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement.

(b)The grant of RSUs is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Company.

(c)The Participant is voluntarily participating in the Plan.

(d)An RSU is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Participant’s employment contract, if any.

(e)The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.

(f)The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Subsidiary.

(g)This Agreement shall not confer upon the Participant any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.

(h)The future value of the underlying Shares is unknown and cannot be predicted with certainty.

(i)If the RSUs vest and the Participant obtains Shares, the value of those Shares acquired may increase or decrease in value.

(j)In consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or Shares acquired upon settlement of the RSUs resulting from termination of the Participant’s employment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim.

(k)In the event of involuntary termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive the RSUs and vest under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the RSUs after termination of employment, if any will be measured by the date of termination of Participant’s active employment and will not be extended by a notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the award of the RSUs.

(l)Except as provided in the Plan, the RSUs and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability

11.Notices.  All notices required or permitted under this AwardAgreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party.  Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is postmarked.

Notices to the Company should be addressed to:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention:  Corporate Secretary

Telephone:  713-513-3322

12.Tax and Social InsuranceWithholding.

(a)Regardless of any action the Company or Employer takes with respect to any or all income tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his or her responsibility and may exceed the amount actually withheld by the Company or Employer.  Participant further acknowledges that the Company or Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the conversion of the RSUs into Shares or the receipt of any equivalent cash payment, the subsequent sale of any Shares acquired at vesting, and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for the Tax-Related Items.

(b)Prior to any relevant taxable or tax withholding event (“Tax Date”), as applicable, Participant will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items.  In this regard, Participant authorizes the Company, Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:  (i) accept a cash payment in U.S. dollars in the amount of the Tax-Related Items, (ii) withhold whole Shares which would otherwise be delivered to Participant having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from Participant’s wages or other cash compensation which would otherwise be payable to Participant by the Company or from any equivalent cash payment received upon vesting of the RSUs, equal to the amount necessary to satisfy any such obligation, (iii) withhold from proceeds of the sale of Shares acquired upon issuance of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (iv) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of sale.

(c)To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares due to him or her at vesting, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan.  Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue Shares to the Participant if Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein.

13.Repatriation; Compliance with Laws. If the Participant is resident or employed outside of the United States, the Participant may be required to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the Shares acquired pursuant to the RSUs) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). It is the Participant’s responsibility to comply with all foreign exchange rules and all other local compliance requirements that he or she may be subject to with respect to his or her participation in the Plan.  In addition, the Participant is required to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be necessary to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).  The Participant is also required to take any and all actions as may be necessary to comply with the Participant’s personal legal, and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

14.Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal, state or foreign securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. If the Participant is resident or employed outside of the United States, neither the grant of the RSUs under the Plan nor the issuance of the underlying Shares upon settlement of the RSUs is intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings to the local securities authorities in jurisdictions outside of the United States unless otherwise required under local law.

15.Legal Requirements and Risks. No employee of the Company or a Subsidiary is permitted to advise the Participant on whether the Participant should acquire Shares under the Plan. Acquiring Shares involves a degree of risk. Before deciding to acquire Shares pursuant to the RSUs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the RSUs and the Plan. In addition, the Participant should consult with the Participant’s own financial advisor and legal advisor for professional investment advice.

16.Electronic Delivery/Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the RSUs by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

17.Consent to Collection, Processing and Transfer of Personal Data.

(a)Pursuant to applicable personal data protection laws, the Company and the Employer (if different) hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s personal data are necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan. The Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

(b)The Company and the Employer (if different) hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and Employer (if different) will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought.  Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

(c)The Company and the Employer (if different) will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.

(d)The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (iv) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Company’s Corporate Secretary’s Department.

18.English Language. The Participant acknowledges and agrees that it is the Participant’s express intent that the Notice of Grant of Award, the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Notice of Grant of Award, Award Agreement, the Plan or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

19.Governing Law; Venue.  All questions concerning the validity, construction and effect of this Award Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.  Any dispute concerning this Agreement will be resolved exclusively in the state or federal courts in Harris County, Texas, and the Participant agrees to exclusive venue and jurisdiction in such courts as a condition of receiving this Award.

20.Appendix. Notwithstanding any provisions of this Award Agreement to the contrary, the RSUs shall be subject to such special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in the appendix to this Agreement (the “Appendix”). Further, if the Participant transfers residency and/or employment to another country, any special terms and conditions for such country will apply to the RSUs to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, the Appendix shall constitute part of this Award Agreement.

21.Additional Requirements. The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs, and the Participant’s participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the RSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

22.Section 409A.

(a)This Award is intended to comply with Section 409A of the Code and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate.  This Award shall not be amended or terminated in a manner that would cause the Award or any amounts payable under the Award to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Award.  The Company shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Award if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A.  For purposes of Section 409A, each payment under this Award shall be deemed to be a separate payment.

(b)Notwithstanding any provision of the Award to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A as of the date of the Participant’s termination of employment and the Company determines, in good faith, that immediate payments of any amounts or benefits would cause a violation of Section 409A, then any amounts or benefits which are payable under this Award upon the Participant’s “separation from service” within the meaning of Section 409A which (i) are subject to the provisions of Section 409A; (ii) are not otherwise excluded under Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from service shall be paid on the first business day next following the earlier of (1) the date that is six months and one day following the Date of termination or (2) the date of the participant’s death.

23.Not Providing Advice.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the RSUs.  Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

______________________________________

EX-10.48

EXHIBIT 10.48

CAMERON INTERNATIONAL CORPORATION

Annual Award Agreement – Deferred Stock Units

AWARD AGREEMENT made as of _____, 2013 (the “Grant Date), between Cameron International Corporation, a Delaware corporation (the “Company”), and __________________(the “Director”).

1.Grant of Deferred Stock Units.  Subject to the provisions of this Award Agreement and pursuant to the provisions of the Company’s Equity Incentive Plan (the “Plan”), the Company hereby grants to the Director __________ deferred stock units (“DSUs”).

2.Terms Subject to the Plan.  This Award Agreement is subject to, and governed by, the provisions of the Plan, and, unless the context requires otherwise, terms used herein shall have the same meaning as in the Plan.  In the event of a conflict between the provisions of the Plan and this Award Agreement, the Plan shall control.

3.DSU Account.  The Company shall credit to a bookkeeping account (the “Account”) maintained by the Company for the Director’s benefit the DSUs, each of which shall be deemed to be the equivalent of one Share.  Whenever any cash dividends are declared on the Shares, on the date such dividend is paid, the Company will credit to the Account a number of additional DSUs equal to the result of dividing (i) the product of the total number of DSUs credited to the Account on the record date for such dividend and the per Share amount of such dividend by (ii) the Fair Market Value of one Share on the date such dividend is paid by the Company to the holders of Shares.  The additional DSUs shall be or become vested to the same extent as the DSUs that resulted in the crediting of such additional DSUs.

4.Vesting.

(a)During the period following the Grant Date, the DSUs shall vest according to the schedule set out in the “Notice of Grant of Award” of the DSUs.   The DSUs shall become vested with respect to 25% of the DSUs as of the end of each 3-month period following ____ ____, 2013 unless the end of the fourth 3-month period occurs after the 2015 stockholder meeting in which case the final 25% will vest the day prior to such meeting.

(b) In the event of a Change in Control (as defined in Appendix A (the “Change in Control”)),  any unvested DSUs granted pursuant to this grant shall become fully vested upon the occurrence of the Change in Control, provided the Director is then serving as a director of the Company.

(c)  In the event of the Director’s death or Disability while serving on the Board, all of the DSUs granted pursuant to this grant shall become fully vested.  “Disability” for the purposes of this Agreement, shall mean that the Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

5.Cessation of Service.  In the event the Director ceases to serve as a director of the Company, other than as a result of death or Disability, any DSUs that were not yet vested on the date of such cessation of service shall be immediately forfeited.

6.Forfeiture upon Engaging in Detrimental Activities.  If, at any time prior to the first anniversary of when the Director ceases service as a director of the Company for any reason, the Director engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including, but not limited to: (i) conduct related to the Director’s service as a director of the Company for which either criminal or civil penalties against the Director may be sought, (ii) material violation of the Company’s policies, or (iii) disclosure or misuse of any confidential information or material concerning the Company, then (A) the DSUs shall be forfeited effective as of the date on which the Director enters into such activity, and (B) the Director shall within ten (10) after written notice from the Company return to the Company the Shares paid by the Company to the Director with respect to the DSUs and, if the Director has previously sold all or a portion of the Shares paid to the Director by the Company, the Director shall pay the proceeds of such sale to the Company.

7.Payment of DSUs.  The Company shall make a payment to the Director of vestedDSUs as provided in Section 8 upon the earliest of (i) the Director’s cessation of service as a director of the Company for any reason, including death or Disability, (ii) May ___, 2017,or (iii) a Change in Control (the “Payment Date”).

The Director may elect to change the payment event set forth in part (ii) of the preceding paragraph by written notice to the Company at least 12 months prior to the applicable payment event, provided that the new payment event is at least five years after the previously applicable payment event.

8.Form of Payment.  Payments pursuant to Section 6 shall be made in Shares equal to the number of vested DSUs.  Payment shall be made as soon as practicable after the applicable payment event, but in no event later than 30 days after the date of the applicable payment event.

9.Beneficiary.  In the event of the Director’s death prior to payment of the DSUs granted hereby, payment shall be made to the last beneficiary designated in writing that is received by the Company prior to the Director’s death or, if no designated beneficiary survives the Director, such payment shall be made to the Director’s estate.

10.Source of Payments.  The Director’s right to receive payment under this Agreement shall be an unfunded entitlement and shall be an unsecured claim against the general assets of the Company.  The Director has only the status of a general unsecured creditor hereunder, and this Agreement constitutes only a promise by the Company to pay the number of DSUs vested on the Payment Date.

11.Nontransferability.  In no event shall DSUs granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Director other than: (i) by will or the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order (as defined by the Internal Revenue Code); or (iii) by transfer by a Director to a member of the Director’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Director and members of his Immediate Family.  However, any grant transferred shall continue to be subject to all terms and conditions contained in the Agreement.  “Immediate Family” mean the spouse, children or grandchildren of the Director.

12.Notices.  All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party.  Notice given by mail shall be deemed delivered at the time and on the date the same is postmarked.

Notices to the Company should be addressed to:

Cameron International Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention:  Corporate Secretary

Notices to the Director should be addressed to the Director at the Director’s address as it appears on the Company’s records.  The Company or the Director may by writing to the other party, designate a different address for notices.

13.Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Director and the successors and assigns of the Company.

14.Governing Law; Venue.  All questions concerning the validity, construction and effect of this Award Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.  Any dispute concerning this Agreement will be resolved exclusively in the state or federal courts in Harris County, Texas, and the Director agrees to exclusive venue and jurisdiction in such courts as a condition of receiving these DSUs.

15.Entire Agreement; Modification.  This Agreement and the Plan constitute the entire agreement between the parties relative to the subject matter hereof, and supersede all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement.  This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties.

16.Compliance with Section 409A of the Code. This Agreement 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.  Payment under this Agreement shall be made in 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 Agreement that would cause the payment or settlement 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.

17.Severability.  The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.

APPENDIX A

“Change in Control” for the purposes of this Agreement, shall mean the earliest date on which:

(i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), 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; or

(ii) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

(iii) a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction at least 50% of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% test is met, any ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction); or

(iv) all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

Anything else in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred by virtue of any transaction which results in the Director, or a group of Persons which includes the Director, acquiring 20% or more of either the combined voting power of the Company’s outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

Anything in this definition to the contrary notwithstanding, no Change in Control shall be deemed to have occurred unless such event constitutes an event specified in Code Section 409A(2)(A)(v) and the Treasury Regulations promulgated thereunder.

EX-13.1

Exhibit 13.1

Management’s Discussion and Analysis of Financial Condition and

Results of Operations of Cameron International Corporation

The following discussion of the historical results of operations and financial condition of Cameron International Corporation (the Company or Cameron) should be read in conjunction with the Company’s consolidated financial statements and notes thereto included elsewhere in this Annual Report. All per share amounts attributable to Cameron stockholders included in this discussion are based on diluted shares outstanding.

Overview

Cameron provides flow equipment products, systems and services to worldwide oil, gas and process industries through three business segments, Drilling & Production Systems (DPS), Valves & Measurement (V&M) and Process & Compression Systems (PCS).

The DPS segment includes businesses that providesystems and equipment used to drill, control pressures and direct flows of oil and gas wells. Its products are employed in a wide variety of operating environments including basic onshore fields, highly complex onshore and offshore environments, deepwater subsea applications and ultra-high temperature geothermal operations.  Products within this segment include drilling equipment packages, blowout preventers (BOPs), drilling risers, top drives, draw works, complete wellhead and Christmas tree systems for onshore and offshore applications, subsea production systems and manifolds and aftermarket parts and services. Customers include oil and gas majors, national oil companies, independent producers, engineering and construction companies, drilling contractors, rental companies and geothermal energy producers.

The V&M segment includes businesses that provide valves and measurement systems primarily used to control, direct and measure the flow of oil and gas as they are moved from individual wellheads through flow lines, gathering lines and transmission systems to refineries, petrochemical plants and industrial centers for processing. Products include gate valves, ball valves, butterfly valves, Orbit^® valves, double block and bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and services as well as measurement products such as totalizers, turbine meters, flow computers, chart recorders, ultrasonic flow meters and sampling systems. Customers include oil and gas majors, independent producers, engineering and construction companies, pipeline operators, drilling contractors and major chemical, petrochemical and refining companies.

The PCS segment includes businesses that provide oil and gas separation equipment, heaters, dehydration and desalting units, gas conditioning units, membrane separation systems, water processing systems, reciprocating and integrally geared centrifugal compression equipment and related aftermarket parts and services. In early 2014, the Company entered into an agreement to sell its Reciprocating Compression business and announced its intention to explore strategic alternatives for its Centrifugal Compression business (see Note 20 of the Notes to Consolidated Financial Statements for further information).  The Company’s process and compression equipment is used by oil and gas producers and processors, gas transmission companies, compression leasing companies, independent power producers, petrochemical and refining companies, natural gas processing companies, durable goods manufacturers, utilities, air separation and chemical companies. 

Exposure to deepwater markets

The Company’s broad portfolio of products results in Cameron having a significant presence in the deepwater oil and gas drilling, production and infrastructure market.  Cameron provides drilling equipment packages for deepwater drilling rigs, drilling and production risers, subsea production systems, oil and gas separation equipment, chokes, valves and compression equipment to the deepwater market.  In fact, six of the Company’s divisions participate in this market.  Approximately 44% of the Company’s 2013 revenue was derived from the deepwater market.

Exposure to international markets

Revenues for the years ended December 31, 2013, 2012 and 2011 were generated from shipments to the following regions of the world (dollars in millions):

Region	2013		2012		2011
North America	$	3,802.3	$	3,806.2	$	3,084.0
South America		812.9		607.8		647.8
Asia, including Middle East		2,350.6		1,924.8		1,270.9
Africa		1,002.3		901.9		1,002.1
Europe		1,569.6		913.8		753.8
Other		300.7		347.6		200.4
	$	9,838.4	$	8,502.1	$	6,959.0

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In addition to the historical data contained herein, this Annual Report, including the information set forth in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report, may include forward-looking statements regarding future market strength, customer spending and order levels, revenues and earnings of the Company, as well as expectations regarding equipment deliveries, margins, profitability, the ability to control and reduce raw material, overhead and operating costs, cash generated from operations, capital expenditures and the use of existing cash balances and future anticipated cash flows made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ materially from those described in any forward-looking statements. Any such statements are based on current expectations of the Company’s performance and are subject to a variety of factors, some of which are not under the control of the Company, but which can affect the Company’s results of operations, liquidity or financial condition. Such factors may include overall demand for, and pricing of, the Company’s products; the size and timing of orders; the Company’s ability to successfully execute large subsea and drilling projects it has been awarded; the possibility of cancellations of orders in backlog; the Company’s ability to convert backlog into revenues on a timely and profitable basis; warranty and product liability claims; the impact of acquisitions the Company has made or may make; the potential impairment of goodwill related to such acquisitions; changes in the price of (and demand for) oil and gas in both domestic and international markets; raw material costs and availability; political and social issues affecting the countries in which the Company does business; fluctuations in currency markets worldwide; and variations in global economic activity. In particular, current and projected oil and gas prices historically have generally directly affected customers’ spending levels and their related purchases of the Company’s products and services. As a result, changes in oil and gas price expectations may impact the demand for the Company’s products and services and the Company’s financial results due to changes in cost structure, staffing and spending levels the Company makes in response thereto. See additional factors discussed in “Factors That May Affect Financial Condition and Future Results” contained herein.

Because the information herein is based solely on data currently available, it is subject to change as a result of, among other things, changes in conditions over which the Company has no control or influence, and should not therefore be viewed as assurance regarding the Company’s future performance. Additionally, the Company is not obligated to make public disclosure of such changes unless required under applicable disclosure rules and regulations. 

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to costs to be incurred on projects where the Company utilizes accounting rules for construction-type and production-type contracts for revenue and cost of sales recognition (commonly known as the percentage-of-completion accounting method), warranty obligations, bad debts, inventories, goodwill and intangible assets, assets held for sale, exposure to liquidated damages, income taxes, pensions and other postretirement benefits, other employee benefit plans, and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.

Critical Accounting Policies

The Company believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of its consolidated financial statements. These policies and the other sections of the Company’s Management’s Discussion and Analysis of Results of Operations and Financial Condition have been reviewed with the Company’s Audit Committee of the Board of Directors. 

Revenue Recognition — The Company generally recognizes revenue, net of sales taxes, once the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery of the equipment has occurred or the customer has taken title and risk of loss or services have been rendered, (iii) the price of the equipment or service is fixed and determinable and (iv) collectibility is reasonably assured. For certain engineering, procurement and construction-type contracts, which typically include the Company’s subsea and drilling systems and processing equipment contracts, revenue and cost of sales are recognized in accordance with accounting rules relating to construction-type and production-type contracts.  Under this guidance, the Company recognizes revenue on these contracts based upon completion of milestones using a units-of-completion method.  However, for certain specific types of drilling and subsea systems contracts which have different characteristics than our other contracts, we use the cost-to-cost method of accounting. Under the units-of-completion method, revenue and cost of sales are recognized once the manufacturing process is complete for each milestone included in the contract, including customer inspection and acceptance, if required by the contract. Under the cost-to-cost method, revenue and cost of sales are recognized in the ratio of actual costs incurred to date on the project in relation to total estimated project costs.  Both methods require the Company to make estimates regarding the total costs of the project, which impacts the amount of gross margin the Company recognizes in each reporting period.  The Company routinely, and at least quarterly, reviews its estimates relating to total estimated contract profit or loss and recognizes changes in those estimates as they are determined.  Revenue associated with change orders is not included in the calculation of estimated profit on a contract until approved by the customer.  Costs associated with unapproved change orders are deferred if (i) the customer acknowledges a change has occurred and (ii) it is probable that the costs will be recoverable from the customer.  If these two conditions are not met, the costs are included in the calculation of estimated profit on the project.  Anticipated losses on these contracts are recorded in full in the period in which they become evident.

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Factors that may affect future project costs and margins include the ability to properly execute the engineering and design phases consistent with our customers’ expectations, production efficiencies obtained, and the availability and costs of labor, materials and subcomponents.  These factors can significantly impact the accuracy of the Company’s estimates and can materially impact the Company’s future period earnings.  Approximately 29%, 23% and 26% of the Company's revenues for the years ended December 31, 2013, 2012 and 2011, respectively, were recognized under accounting rules for construction-type and production-type contracts.

Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of its customers to make required payments. Such allowances are based upon several factors including, but not limited to, historical experience, the length of time an invoice has been outstanding, responses from customers relating to demands for payment and the current and projected financial condition of specific customers. Were the financial condition of a customer to deteriorate, resulting in an impairment of its ability to make payments, additional allowances may be required. See Note 4 of the Notes to Consolidated Financial Statements for additional information relating to the Company’s allowance for doubtful accounts. 

Inventories — The Company’s aggregate inventories are carried at cost or, if lower, net realizable value. Inventories generally located in the United States and Canada are carried on the last-in, first-out (LIFO) method. Inventories generally located outside of the United States and Canada are carried on the first-in, first-out (FIFO) method. The Company provides a reserve for estimated inventory obsolescence or excess quantities on hand equal to the difference between the cost of the inventory and its estimated realizable value. The future estimated realizable value of inventory is generally based on the historical usage of such inventory. The Company ages its inventory with no recent demand and applies various valuation factors based on the number of years since the last demand from customers for such material. If future conditions cause a reduction in the Company’s current estimate of realizable value, due to a decrease in customer demand, a drop in commodity prices or other market-related factors that could influence demand for particular products, additional provisions may be required. Additional information relating to the Company’s allowance for obsolete and excess inventory may be found in Note 5 of the Notes to Consolidated Financial Statements. 

Goodwill and Intangible Assets — Cameron allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities, based on their estimated fair values.  The Company will also typically allocate a portion of the purchase price to certain identifiable intangible assets, such as noncompete agreements, trademarks, trade names, patents, technology, customer relationships and backlog using various widely accepted valuation techniques such as discounted future cash flows and the relief-from-royalty and excess earnings methods.  Each of these methods involves level 3 unobservable market inputs.  Any remaining excess of cost over allocated fair values is recorded as goodwill.  On many larger acquisitions, Cameron will engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets.  Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, royalty rates for use of assets, economic lives and the selection of a discount rate.

The Company reviews the carrying value of goodwill in accordance with accounting rules on impairment of goodwill, which require that the Company estimate the fair value of each of its reporting units annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment of goodwill is required. The estimated fair value of each reporting unit is determined using discounted future expected cash flow models (level 3 observable inputs) consistent with the accounting guidance for fair value measurements.  Certain estimates and judgments are required in the application of the discounted cash flow models, including, but not limited to, estimates of future cash flows and the selection of a discount rate.  Generally, this review is conducted during the first quarter of each annual period.  The results of the 2013 test indicated that there was no impairment of goodwill.  Should the Company’s estimate of the fair value of any of its reporting units decline significantly in future periods due to changes in customer demand, market activity levels, interest rates or other factors which would impact future earnings and cash flow or market valuation levels of the Company or any of its reporting units, an impairment of goodwill could be required.

The Company’s Reciprocating Compression business was included in a reporting unit which had nearly $255.0 million of goodwill as of December 31, 2013.  As a result of the sale of the Company’s Reciprocating Compression business, this goodwill will be allocated between the businesses contained in this reporting unit based upon the relative fair values of each business within this reporting unit.  Approximately $206.0 million of the reporting unit’s goodwill will be included in the calculation of the net gain or loss upon completion of the sale of the Reciprocating Compression business.  The remainder of the goodwill (approximately $49.0 million) will be allocated to the other businesses in this reporting unit.  The Company expects to write down the carrying value of these businesses by approximately $100 million in the first quarter of 2014.

The PCS segment also includes goodwill of $572.2 million at December 31, 2013 associated with the Custom Process Systems reporting unit.  Profitability within this business, while showing recent improvement, has been below historical levels in the past due to several factors, including competitive pressures, production and overhead inefficiencies.  The Company’s evaluation of the fair value of this business assumes future improvements over time and improvement in the gas production and separation markets.  If the financial performance of this business does not show improvement, or if a future evaluation determines that such improvements are not likely to occur, an impairment of goodwill could be necessary.

Intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  In such an event, the Company will determine the fair value of the asset using an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist.  If an impairment has occurred, the Company will recognize a loss for the difference between the carrying value and the estimated fair value of the intangible asset. Additional information relating to the Company’s goodwill and intangible assets may be found in Note 6 of the Notes to Consolidated Financial Statements. 

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Product Warranty— The Company provides for the estimated cost of product warranties either at the time of sale based upon historical experience, or, in some cases, when specific warranty problems are encountered. Should actual product failure rates or repair costs differ from the Company’s current estimates, or should the Company reach a settlement for an existing warranty claim in an amount that is different from what has been previously estimated, revisions to the estimated warranty liability would be required. See Note 7 of the Notes to Consolidated Financial Statements for additional details surrounding the Company’s warranty accruals. 

Contingencies — The Company accrues for costs relating to litigation, including litigation defense costs, claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties, amounts specified by contract, amounts designated by legal statute or management’s judgment, as appropriate. Revisions to contingent liability reserves are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known.  See Note 19 of the Notes to Consolidated Financial Statements.

Uncertain Tax Positions — The Company accounts for uncertainties in its income tax positions in accordance with income tax accounting rules.  Rulings from tax authorities on the validity and amounts allowed for uncertain tax positions taken in current and previous income tax filings could impact the Company’s estimate of the value of its uncertain tax positions in those filings.  Changes in the Company’s estimates are recognized as an increase or decrease in income tax expense in the period determined.  See Note 12 of the Notes to Consolidated Financial Statements for further information.

Deferred Tax Assets — The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company has considered all available evidence in assessing the need for valuation allowances, including future taxable income and ongoing prudent and feasible tax planning strategies. Accordingly, the Company has recorded valuation allowances against certain of its deferred tax assets as of December 31, 2013.  In the event the Company were to determine that it would not be able to realize all or a part of its deferred tax assets in the future, an adjustment to the valuation allowances against these deferred tax assets would be charged to income in the period such determination was made. 

The Company also considers all unremitted earnings of its foreign subsidiaries, except certain amounts primarily earned before 2003, certain amounts earned during 2009, certain amounts previously earned by NATCO Group Inc. (NATCO), and amounts previously subjected to tax in the U.S., to be permanently reinvested. Should the Company change its determination of earnings that it anticipates are to be remitted, it would be required to change the amount of deferred income taxes that are currently recorded.  It is not practical for the Company to compute the amount of additional U.S. tax that would be due on amounts considered to be permanently reinvested.

Derivative Financial Instruments— The Company recognizes all derivative financial instruments as assets and liabilities on a gross basis and measures them at fair value. Under the accounting requirements on derivatives and hedging, hedge accounting is only applied when the derivative is deemed highly effective at offsetting changes in anticipated cash flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other elements of comprehensive income until the underlying transactions are recognized in earnings, at which time any deferred hedging gains or losses are also recorded in earnings in the same income statement caption as the hedged item. Any ineffective portion of the change in the fair value of a derivative used as a cash flow hedge is recorded in earnings as incurred. The amounts recorded in earnings from ineffectiveness of cash flow hedges for the years ended December 31, 2013, 2012 and 2011 have not been material. The Company may at times also use forward or option contracts to hedge certain other foreign currency exposures. These contracts are not designated as hedges. Therefore, the changes in fair value of these contracts are recognized in earnings as they occur and offset gains or losses on the related exposures.  The Company will also utilize, from time to time, interest rate swaps to achieve an overall desired position of fixed and floating rate debt.  Changes in the fair value of these contracts are reflected as an increase or decrease in interest expense as incurred.

The determination of the effectiveness or ineffectiveness of many of the Company’s derivative contracts that are accounted for as cash flow hedges is dependent to a large degree on estimates of the amount and timing of future anticipated cash flows associated with large projects or plant-wide inventory purchasing programs.  These estimates may change over time as circumstances change or may vary significantly from final actual cash flows.  Changes in these estimates that result in the derivative contracts no longer effectively offsetting the expected or actual changes in the anticipated cash flows could impact the amount of the change in the fair value of the derivative contracts that must be recognized immediately in earnings each period.   

At December 31, 2013, the Company had a net asset totaling $19.0 million recorded in its Consolidated Balance Sheet reflecting the fair value of all open derivative contracts at that date.  See Note 18 of the Notes to Consolidated Financial Statements for further information.

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Pension and Postretirement Benefits Accounting — The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans in its Consolidated Balance Sheets. The measurement date for all of the Company’s plans was December 31, 2013.  As described more fully in Note 8 of the Notes to Consolidated Financial Statements, the assumptions used in calculating the pension amounts recognized in the Company’s consolidated financial statements include discount rates, interest costs, expected return on plan assets, retirement and mortality rates, inflation rates, salary growth and other factors. The Company based the discount rate assumptions of its defined benefit pension plans on the average yields at December 31, 2013 of hypothetical high-quality bond portfolios (rated AA- or better) with maturities that approximately matched the estimated cash flow needs of the plans.  The Company’s inflation assumptions were based on an evaluation of external market indicators. The expected rates of return on plan assets were based on historical experience and estimated future investment returns taking into consideration anticipated asset allocations, investment strategy and the views of various investment professionals.  During 2013, plan assets increased in value by approximately $41.1 million.  The difference between this actual return and an estimated growth in the value of those assets of $21.7 million will be deferred in accumulated other elements of comprehensive income and amortized as a decrease to expense over the remaining service life of the plan participants. Retirement and mortality rates were based primarily on actuarial tables that were expected to best approximate actual plan experience. In accordance with the accounting requirements for retirement plans, actual results that differ from pension and postretirement benefit plan assumptions are recorded in accumulated other elements of comprehensive income as a net actuarial gain or loss and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods. At December 31, 2013, the Company had a net after-tax accumulated actuarial loss, totaling $88.6 million, that will be amortized as an increase in future pension expense.  While the Company believes the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense. 

The following table illustrates the sensitivity to a change in certain assumptions used in (i) the calculation of pension expense for the year ending December 31, 2014 and (ii) the calculation of the projected benefit obligation (PBO) at December 31, 2013 for the Company’s most significant pension plan, the United Kingdom pension plan:

(dollars in millions)	Increase (decrease) in 2014 pre-tax pension expense			Increase (decrease) in PBO at December 31, 2013
Change in Assumption:
25 basis point decrease in discount rate	$	1.6		$	12.7
25 basis point increase in discount rate	$	(1.1	)	$	(11.8	)
25 basis point decrease in expected return on assets	$	0.8		$	–
25 basis point increase in expected return on assets	$	(0.8	)	$	–

Financial Summary

The following table sets forth the consolidated percentage relationship to revenues of certain income statement items for the periods presented: 

	Year Ended December 31,
	2013			2012			2011
Revenues		100	%		100	%		100	%
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)		71.3			70.9			69.5
Selling and administrative expenses		13.9			13.7			14.4
Depreciation and amortization		3.2			3.0			3.0
Interest, net		1.0			1.0			1.2
Other costs (see Note 3)		0.9			0.4			2.5
Total costs and expenses		90.3			89.0			90.6
Income before income taxes		9.7			11.0			9.4
Income tax provision		(2.3	)		(2.2	)		(1.9	)
Net income		7.4			8.8			7.5
Net income attributable to noncontrolling interests		0.3			–			–
Net income attributable to Cameron		7.1	%		8.8	%		7.5	%

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Recent Market Conditions

Information related to a measure of drilling activity and certain commodity spot and futures prices during each year and the number of available deepwater floaters at the end of each period follows:

	Year Ended December 31,				Increase (Decrease)
	2013		2012		Amount			%
Drilling activity (average number of working rigs during period)1:
United States		1,761		1,919		(158	)		(8.2	)%
Canada		355		365		(10	)		(2.7	)%
Rest of world		1,296		1,234		62			5.0	%
Global average rig count		3,412		3,518		(106	)		(3.0	)%
Commodity prices (average of daily U.S. dollar prices per unit during period)2:
West Texas Intermediate Cushing, OK crude spot price per barrel in U.S. dollars	$	98.01	$	94.10	$	3.91			4.2	%
Henry Hub natural gas spot price per MMBtu in U.S. dollars	$	3.73	$	2.75	$	0.98			35.6	%
Twelve-month futures strip price (U.S. dollar amount at period end)2:
West Texas Intermediate Cushing, OK crude oil contract (per barrel)	$	95.79	$	93.19	$	2.60			2.8	%
Henry Hub natural gas contract (per MMBtu)	$	4.19	$	3.60	$	0.59			16.4	%
Contracted drillships and semi submersibles by location: 3
U.S. Gulf of Mexico		46		40		6			15.0	%
Central and South America		73		84		(11	)		(13.1	)%
Northwestern Europe		47		45		2			4.4	%
West Africa		39		32		7			21.9	%
Southeast Asia and Australia		27		21		6			28.6	%
Other		48		47		1			2.1	%
		280		269		11			4.1	%

¹  Based on average monthly rig count data from Baker Hughes

²  Source: Bloomberg

³  Source:  IHS – Petrodata

The average number of worldwide operating rigs during 2013 declined 3% from 2012 due primarily to a lower average number of gas rigs working in North America.  During 2013, rig count levels dropped to their lowest point in May before recovering 9% by December.  Average worldwide rig count levels for the month of December 2013 were up 2.6% from the average number of rigs operating during the month of December 2012 but were down 10.8% from February 2012, the highest monthly average level of operating rigs counted during the last ten year period.

  The decline during 2013 in the average annual United States rig count was the result of a 31% decline in the average number of working gas rigs.  Oil rigs accounted for 78% of the average 2013 U.S. rig count compared to 71% for 2012.  The U.S. rig count level during the month of December 2013 increased from earlier months in the year and was just under the average U.S. rig count level for the month of December 2012.

A decline in the average number of operating oil rigs accounted for the drop in the average Canadian rig count from 2012 to 2013.  Oil rigs accounted for nearly 66% of the average 2013 Canadian rig count compared to almost 72% for 2012.

For the rest of the world, increased drilling activity in Africa contributed to almost half of the 5% increase in average operating rigs in 2013 as compared to 2012.

Crude oil prices (West Texas Intermediate, Cushing, OK) during 2013 went from a low of under $87 per barrel in April to a high of over $110 per barrel in September before declining during the remainder of the year to close at $98.42 per barrel at December 31, 2013, in line with the average daily price for the year and up 7.2% from the closing price at December 31, 2012.   The 12-month futures strip price for West Texas Intermediate crude oil was $95.79 at December 31, 2013, down 2.7% from 2013’s year-end closing spot price.  In comparison, Brent crude oil spot prices averaged over $108 per barrel for 2013.

Natural gas (Henry Hub) spot prices trended upward throughout much of 2013 from a low of $3.08 per MMBtu in January to a high of $4.52 per MMBtu during December.  The December 31, 2013 closing price was 26% higher than the closing price at December 31, 2012.  However, the 12-month futures strip price for natural gas at December 31, 2013 was $4.19, down 3% from 2013’s year-end closing price, but up 12% from the average 2013 price level.

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Based on available industry data, approximately 55 drillships and 52 semi-submersibles have been delivered since 2009, most of which are for ultra-deepwater environments.  This has resulted in a near doubling of the fleet of available floaters since that time.  With over 30 ultra-deepwater floaters currently available for contract in 2014, a slowdown in demand for newbuild construction may occur as the industry undergoes a rebalancing of supply and demand for such rigs.

The decline during 2012 in the price of natural gas negatively affected gas drilling activity levels in North America and order rates that year for certain of the Company’s products used in natural gas drilling and production, in particular distributed valves, that serve this market.  Although natural gas prices have recovered somewhat from 2012 levels, North American gas rig count levels have not yet shown a similar recovery which may continue to adversely impact the Company’s gas focused North American operations during 2014.

Results of Operations

Consolidated Results – 2013 Compared to 2012

Net income attributable to Cameron for 2013 totaled $699.2 million compared to $750.5 million for 2012.  Diluted earnings per share attributable to Cameron stockholders for 2013 were $2.87, down from $3.02 per share in 2012.  The Company incurred approximately $0.29 per share of other costs in 2013, as described further below.  Such other costs in 2012 amounted to approximately $0.11 per share.  Absent these costs, the Company’s diluted earnings per share attributable to Cameron stockholders would have been $3.16 in 2013 compared to $3.13 in 2012, an increase of approximately 1%.

Total revenues for the Company increased by $1.34 billion, or 15.7%, from $8.50 billion in 2012 to a record level of $9.84 billion for 2013, with the entire improvement noted in the DPS segment. Businesses acquired since the beginning of 2012 accounted for nearly 34% of the increase.  Absent the effect of these newly acquired businesses, revenues climbed 10.4% in 2013 as compared to 2012.  A further discussion of revenues by segment may be found below.

As a percent of revenues, cost of sales (exclusive of depreciation and amortization) increased from 70.9% in 2012 to 71.3% for 2013.  References to margins in the Management’s Discussion and Analysis of Financial Condition and Results of Operations refers to Revenues minus Cost of Sales (exclusive of depreciation and amortization) as shown separately on the Company’s Consolidated Results of Operations Statement for each of the three years in the period ended December 31, 2013.  The increase was due largely to execution issues in the drilling product line and the impact of businesses acquired since the beginning of 2012, primarily in the DPS segment, which carry higher costs than certain other businesses in that segment, partially offset by better product margins in the V&M segment and in the Centrifugal Compression product line.

Selling and administrative expenses increased $201.4 million, or 17.3%, during 2013 as compared to 2012.

• As a percent of revenues, selling and administrative expenses increased from 13.7% in 2012 to nearly 13.9% in 2013.

• Higher employee and facility-related costs as a result of increased headcount, business volumes and international and aftermarket expansion efforts, particularly in the DPS segment, accounted for nearly 90% of the dollar increase.

Depreciation and amortization increased $59.8 million, or 23.5%, during 2013 as compared to 2012 mainly due to:

• increased capital spending in recent periods (i) in the DPS segment, primarily for expansion of the fleet of rental equipment available in the Surface Systems division and to enhance the manufacturing capacity in the Drilling Systems division, and (ii) for development of the Company’s enhanced business information systems and,

• the impact of newly acquired businesses, which accounted for nearly 46% of the increase in costs during 2013.

Net interest for 2013 totaled $100.2 million, an increase of $9.8 million from 2012.  The increase was due mainly to (i) the full year impact of interest during 2013 on the $500 million principal amount of debt issued in May 2012 and (ii) the $750.0 million principal amount of debt issued in December 2013, as well as additional interest associated with prior years’ income tax liabilities.

During 2013, the Company incurred $92.7 million of certain other costs as compared to $33.5 million in 2012.  These other costs consisted of:

	Year Ended December 31,
(dollars in millions)	2013		2012
OneSubsea formation and integration costs	$	51.8	$	2.7
Currency devaluation		9.5		–
Acquisition integration costs		8.0		13.2
Impairment of intangibles		–		17.6
International pension settlement costs		–		6.6
Insurance litigation costs		3.0		2.5
Mark-to-market impact on currency derivatives not designated as accounting  hedges		1.1		(15.7	)
Severance, restructuring and other costs		19.3		6.6
Total other costs	$	92.7	$	33.5

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The Company’s effective tax rate for 2013 was 24.0% compared to 20.0% during 2012.  The components of the effective tax rates for both years were as follows:

	Year Ended December 31,
	2013						2012
(dollars in millions)	Tax Provision			Tax Rate			Tax Provision			Tax Rate
Provision based on statutory rates in jurisdictions where income is earned	$	224.5			23.6	%	$	239.3			25.5	%
Adjustments to income tax provision:
Recognition of certain historical tax benefits as prior uncertainty regarding those benefits has been resolved		(16.2	)		(1.7	)		(25.2	)		(2.7	)
Finalization of prior year returns		29.4			3.1			(20.7	)		(2.2	)
Tax effects of changes in legislation		(9.7	)		(1.0	)		(1.7	)		(0.2	)
Accrual adjustments and other		0.3			–			(4.2	)		(0.4	)
Tax provision	$	228.3			24.0	%	$	187.5			20.0	%

Segment Results – 2013 Compared to 2012

DPS Segment

	Year Ended December 31,						Increase (Decrease)
(dollars in millions)	2013			2012			$		%
Revenues	$	6,287.5		$	4,871.3		$	1,416.2		29.1	%
Income before income taxes	$	822.6		$	712.3		$	110.3		15.5	%
Income before income taxes as a percent of revenues		13.1	%		14.6	%		N/A		(1.5	)%
Orders	$	8,665.4		$	7,326.8		$	1,338.6		18.3	%
Backlog (at period-end)	$	9,451.4		$	6,576.4		$	2,875.0		43.7	%

Revenues

Nearly 32% of the increase in DPS segment revenues in 2013 as compared to 2012 was due to incremental revenues from businesses acquired since the beginning of 2012.  Absent the effect of these newly acquired businesses, revenues increased approximately 20% mainly due to:

• a 27% increase in sales of drilling equipment, primarily as a result of higher beginning of the year project backlog levels and a higher installed base of equipment, which has positively affected aftermarket activity levels,

• a 20% increase in surface equipment revenues, reflecting higher activity levels and increased deployment of rental equipment in unconventional resource regions of North America, as well as higher shipments for projects in the UK North Sea, the Caspian Sea, the Middle East and in the Asia-Pacific region, and

• a 16% increase in subsea equipment sales, largely reflecting higher project activity levels, mainly for fields offshore Brazil and Australia.

Income before income taxes as a percent of revenues

The decrease in the ratio of income before income taxes as a percent of revenues was due primarily to:

• a 1.2 percentage-point increase in the ratio of cost of sales (exclusive of depreciation and amortization) to revenues primarily as a result of execution issues in the drilling product line and the impact of the TTS acquisition, which carries higher costs than certain other businesses in the segment, and

• a 0.2 percentage-point increase in the ratio of depreciation and amortization to revenues due mainly to the impact of newly acquired businesses and higher depreciation expense related to expansion of the fleet of rental equipment available in the Surface Systems division and additional manufacturing capacity added in the Drilling Systems division.

Orders

Excluding the impact of newly acquired businesses, order levels for the segment increased approximately 13% in 2013 as compared to 2012.  This increase consisted of:

• a 68% improvement in subsea orders, largely reflecting an 87% increase in the number of new subsea trees awarded in 2013, mainly for projects offshore Brazil and in the UK North Sea, as well as higher aftermarket activity levels, and

• a 22% increase in surface equipment orders due mainly to higher activity levels and rental equipment deployments in North America, along with higher demand for new equipment in the North Sea, the Caspian Sea, Iraq and Saudi Arabia.

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These increases were partially offset by a 25% decline in drilling equipment orders due to the lack of new major project awards in 2013 as compared to 2012.

One of the 2013 subsea project awards received by the Company, totaling in excess of $500.0 million, was for Chevron’s Rosebank project in the UK North Sea.  Chevron announced a deferral of this project in late 2013 in order to work with its partners to improve project economics.  It was agreed that OneSubsea would continue to work on elements of its awarded scope and work with Chevron on improving the project’s economics.

Backlog (at period-end)

Backlog increased in 2013 due mainly to (i) order rates for new equipment exceeding revenues in each major product line and (ii) amounts added from businesses contributed by Schlumberger in connection with the formation of the OneSubsea joint venture.

In addition to the backlog from the Rosebank project as described above, the Company’s backlog at December 31, 2013 also included $243.2 million for a complete drilling equipment package for an ultra-deepwater drillship.  It was announced in September 2013 that construction efforts on the drillship were being suspended.  The Company is currently evaluating its contractual rights with the customer under this contract.

V&M Segment

	Year Ended December 31,						Increase (Decrease)
(dollars in millions)	2013			2012			$			%
Revenues	$	2,085.7		$	2,142.2		$	(56.5	)		(2.6	)%
Income before income taxes	$	424.2		$	425.8		$	(1.6	)		(0.4	)%
Income before income taxes as a percent of revenues		20.3	%		19.9	%		N/A			0.4	%
Orders	$	2,085.6		$	2,104.3		$	(18.7	)		(0.9	)%
Backlog (at period-end)	$	1,017.4		$	1,051.0		$	(33.6	)		(3.2	)%

Revenues

A 9% decline in sales of engineered valves, due mainly to lower deliveries for major international pipeline projects and lower order rates during the year due to market weakness, accounted for nearly the entire decrease in segment revenues in 2013 as compared to 2012.

Income before income taxes as a percent of revenues

The increase in the ratio of income before income taxes as a percent of revenues was due primarily to a 2.3 percentage-point decrease in the ratio of costs of sales (exclusive of depreciation and amortization) to revenues as margins improved during the year in all product lines, primarily due to better pricing.

Partially offsetting this improvement was a 1.8 percentage-point increase in the ratio of selling and administrative costs to revenues as selling and administrative expenses increased 11.5% during 2013 in relation to a 2.6% decrease in revenues.  The cost increases were across all product lines and reflected higher employee-related expenses, higher consulting expenditures and increased costs resulting from expansion of international sales efforts.

Orders

Segment orders were down modestly as an 11% decrease in demand for engineered valves and an 8% decline in process valve orders more than offset a 22% improvement in orders for distributed valves.

• The decline in engineered valve orders reflects pipeline project delays and lower major project awards received in 2013 as compared to 2012;

• lower demand from customers for their oil and gas processing equipment needs, mainly in North America, negatively impacted order rates for process valves; and

• higher activity in North America and changes in stocking requirements by distributors resulted in higher demand for distributed valves in 2013 as compared to 2012.

Backlog (at period-end)

Backlog levels decreased from 2012 in all product lines, except for measurement products, as order rates, mainly for new engineered and process valves, did not keep up with deliveries during 2013.

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PCS Segment

	Year Ended December 31,						Increase (Decrease)
dollars in millions)	2013			2012						$	%
Revenues	$	1,465.2		$	1,488.6		$	(23.4	)		(1.6	)%
Income before income taxes	$	142.8		$	147.1		$	(4.3	)		(2.9	)%
Income before income taxes as a percent of revenues		9.7	%		9.9	%		N/A			(0.2	)%
Orders	$	1,603.6		$	1,455.6		$	148.0			10.2	%
Backlog (at period-end)	$	1,068.8		$	969.8		$	99.0			10.2	%

Revenues

The decrease in segment revenues was due mainly to:

• a 21% decline in sales of wellhead and midstream processing equipment and aftermarket services, primarily associated with weaker demand for this equipment in North America, and

• a 15% decrease in Reciprocating Compression equipment revenues due mainly to the lack of large shipments of Superior compressors in 2013 as compared to 2012.

Partially offsetting these declines were:

• a 12% increase in Centrifugal equipment revenues due mainly to (i) higher international shipments of equipment designed for process gas and air separation applications and (ii) increased volumes of aftermarket parts sales, as well as

• an 8% increase in revenues for custom engineered processing equipment solutions due mainly to higher international project activity levels.

See Note 20 of the Notes to Consolidated Financial Statements for further information regarding the Company’s intent to sell the Reciprocating Compression business during 2014 and its intent to explore strategic alternatives with respect to the Centrifugal Compression business.

Income before income taxes as a percent of revenues

Selling and administrative expenses for the year increased 4% due primarily due to higher selling, marketing and legal costs in the processing systems businesses.  When combined with the 1.6% decline in revenues, the impact on income before taxes as a percent of revenues was a decrease of 0.8 percentage-points in the ratio.

This decrease was partially offset by a nearly 0.7 percentage-point increase in product margins as a percent of revenues, mainly related to:

• a 1.4 percentage-point margin improvement in the Centrifugal compression equipment product line, mainly associated with process gas and air separation equipment, and

• a 0.4 percentage-point increase in process systems equipment margins mainly due to stronger volumes and better absorption of costs in the custom engineered processing equipment product line.

The margin increases described above were partially offset by a 1.1 percentage-point decline in Reciprocating compression equipment margins due to unfavorable absorption from lower volumes and higher new project costs.

Orders

Over 80% of the increase was due to higher demand for new equipment, mainly as a result of a nearly $250 million award received in 2013 to provide equipment for a gas processing facility in Malaysia, which more than offset declines in new equipment orders in other product lines.  Weaker demand in North America resulted in a 24% decline in orders for wellhead and midstream processing equipment and aftermarket services.  Additionally, orders for Centrifugal compression equipment were down 4% in 2013 as compared to 2012 due largely to a decline in engineered equipment orders from international customers resulting from a slowdown in power generation, fuel gas boosting and liquefied natural gas project needs.

Backlog (at period-end)

The increased backlog in 2013 associated with the $250 million award received late in the year to provide equipment for a gas processing facility in Malaysia was partially offset by a 47% decline in backlog for wellhead and midstream processing equipment and a 15% decline in Centrifugal Compression equipment backlog as deliveries during 2013 of new engineered equipment exceeded new equipment order rates for the year.

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Corporate Segment

The loss before income taxes in the Corporate segment increased by $89.9 million from 2012 to 2013 (See Note 15 of the Notes to Consolidated Financial Statements) due primarily to:

• a $59.2 million increase in other costs as described further in Note 3 of the Notes to Consolidated Financial Statements,

• a $14.8 million increase in selling and administrative expenses due mainly to increased employee-related costs associated with headcount increases attributable to higher activity levels and higher stock compensation expense, higher maintenance fees for new data processing software and increased rent expense,

• a $9.8 million increase in net interest as described further above, and

• a $5.1 million increase in depreciation and amortization expense associated with increased capital spending on the Company’s enhanced business information systems.

Consolidated Results – 2012 Compared to 2011

Net income for 2012 totaled $750.5 million, or $3.02 per diluted share, compared to net income for 2011 of $521.9 million, or $2.09 per diluted share.  The Company incurred approximately $0.11 per share of other costs in 2012 as described further below.  Such other costs in 2011 amounted to approximately $0.58 per share.  Absent these costs, the Company’s earnings per diluted share would have been $3.13 per share in 2012 compared to $2.67 per share in 2011, an increase of approximately 17.2%.

Total revenues for the Company increased by $1.54 billion, or 22.2%, from $6.96 billion in 2011 to $8.50 billion for 2012.

• Nearly 31% of the increase was attributable to the incremental impact of revenues from businesses acquired since the beginning of 2011.

• Absent the effect of newly acquired businesses, consolidated revenues increased approximately 15% from 2011.

• Higher aftermarket activity levels, particularly in unconventional resource regions in North America, the impact of higher beginning-of-year backlog on 2012 shipments and increased deliveries to certain international locations, such as Iraq, Latin America, Europe and Asia, contributed to higher revenues in each segment.

As a percent of revenues, cost of sales (exclusive of depreciation and amortization) increased from 69.5% in 2011 to 70.9% for 2012.  The increase was due largely to:

• the impact of lower margins in the DPS segment as a result of a decline in major subsea project margins and

• the impact of businesses acquired since the beginning of 2011, which carry higher costs than certain other businesses in the segment.

Selling and administrative expenses increased $159.7 million, or 15.9%, during 2012 as compared to 2011.

• As a percent of revenues, selling and administrative expenses declined from 14.4% in 2011 to 13.7% in 2012.

• Higher employee and facility-related costs as a result of increased business volumes and international and aftermarket expansion efforts accounted for nearly all of the dollar increase.

Depreciation and amortization increased $48.1 million, or 23.3%, during 2012 as compared to 2011 mainly due to:

• increased capital spending in recent periods (i) in the DPS segment, primarily for expansion of the fleet of rental equipment available in the Surface Systems division and to enhance the aftermarket capabilities in the Drilling Systems division and (ii) for development of the Company’s enhanced business information systems and,

• the impact of newly acquired businesses, which accounted for nearly one-third of the increase in costs during 2012.

Net interest for 2012 totaled $90.4 million, an increase of $6.4 million from 2011.  The increase was due primarily to the issuance of $500.0 million principal amount of senior unsecured notes in May 2012, partially offset by higher interest income, mainly from higher rates of return during the year on invested cash balances.

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During 2012, the Company incurred $33.5 million of certain other costs as compared to $177.4 million in 2011.  These other costs consisted of:

	Year Ended December 31,
(dollars in millions)	2012			2011
Impairment of intangibles	$	17.6		$	–
International pension settlement costs		6.6			–
Indemnity settlement with BP Exploration and Production Inc.		–			82.5
BOP and insurance litigation costs		2.5			60.7
Acquisition integration costs		13.2			–
Costs associated with retiring the 2.5% convertible debentures		–			14.5
Mark-to-market impact on currency derivatives not designated as accounting  hedges		(15.7	)		9.3
OneSubsea formation costs		2.7			–
Severance, restructuring and other costs		6.6			10.4
Total other costs	$	33.5		$	177.4

The Company’s effective tax rate for 2012 was 20.0% compared to 19.8% during 2011.  The components of the effective tax rates for both years were as follows:

	Year Ended December 31,
	2012						2011
(dollars in millions)	Tax Provision			Tax Rate			Tax Provision			Tax Rate
Provision based on statutory rates in jurisdictions where income is earned	$	239.3			25.5	%	$	174.6			26.8	%
Adjustments to income tax provision:
Realization of certain tax benefits associated with taxplanning strategies put in place in prior years		–			–			(18.4	)		(2.9	)
Recognition of certain historical tax benefits as prior uncertainty regarding those benefits has been resolved		(25.2	)		(2.7	)		(13.7	)		(2.1	)
Finalization of prior year returns		(20.7	)		(2.2	)		(6.6	)		(1.0	)
Tax effects of changes in legislation		(1.7	)		(0.2	)		–			–
Accrual adjustments and other		(4.2	)		(0.4	)		(6.7	)		(1.0	)
Tax provision	$	187.5			20.0	%	$	129.2			19.8	%

Segment Results – 2012 Compared to 2011

DPS Segment

	Year Ended December 31,						Increase (Decrease)
(dollars in millions)	2012			2011					$	%
Revenues	$	4,871.3		$	4,061.5		$	809.8		19.9	%
Income before income taxes	$	712.3		$	685.6		$	26.7		3.9	%
Income before income taxes as a percent of revenues		14.6	%		16.9	%		N/A		(2.3	)%
Orders	$	7,326.8		$	4,343.4		$	2,983.4		68.7	%
Backlog (at period-end)	$	6,576.4		$	3,811.1		$	2,765.3		72.6	%

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Revenues

Nearly 60% of the increase in DPS segment revenues in 2012 as compared to 2011 was due to incremental revenues from businesses acquired since the beginning of 2011.  Absent the effect of these newly acquired businesses, revenues increased approximately 8% mainly due to:

• a 15% increase in surface equipment revenues, reflecting increased deployment of rental equipment in unconventional resource regions of North America, higher shipments to customers in Iraq, Latin America, and increased project activity levels in the Europe, Africa and Caspian Sea regions,

• a nearly 9% increase in sales of drilling equipment, as drilling contractors and rig owners continued to place additional focus during the year on obtaining aftermarket parts and services from original equipment manufacturers, and

• a 2% increase in subsea equipment sales, mainly reflecting higher aftermarket activity levels.

Income before income taxes as a percent of revenues

The decrease in the ratio of income before income taxes as a percent of revenues was due primarily to:

• a 2.1 percentage-point increase in the ratio of cost of sales (exclusive of depreciation and amortization) to revenues as a result of a decline in major subsea project margins and the impact of businesses acquired since the beginning of 2011, which carry higher costs than certain other businesses in the segment, and

• a 0.3 percentage-point increase in the ratio of depreciation and amortization to revenues due mainly to the impact of newly acquired businesses and higher depreciation expense related to expansion of the fleet of rental equipment available in the Surface Systems division.

Orders

Excluding the impact of new businesses acquired, order levels for the segment increased approximately 52% in 2012 as compared to 2011.  This increase consisted of:

• a 61% increase in drilling equipment orders, nearly all of which was for major project awards of drilling stacks for new drillship construction and spares for existing rigs, as well as a complete drilling equipment package for a new ultra-deepwater drillship,

• a 29% increase in surface equipment orders due mainly to higher demand for new equipment in Iraq, the North Sea and Latin America, as well as increased use of rental equipment in unconventional resource regions of North America, and

• a 65% increase in subsea orders, largely due to a more than doubling of the number of new subsea trees awarded in 2012 as compared to 2011, mainly for use offshore Brazil, Egypt and in the South China Sea, along with new variation orders on existing projects.

Backlog (at period-end)

Backlog at December 31, 2012, was up nearly 73% from the comparable level at December 31, 2011, due mainly to increased demand in all major product lines, as well as the additional backlog added from businesses acquired during 2012. The growth in drilling backlog, excluding new acquisitions, accounted for approximately 60% of the total segment increase.

V&M Segment

	Year Ended December 31,						Increase (Decrease)
(dollars in millions)	2012			2011						$	%
Revenues	$	2,142.2		$	1,663.0		$	479.2			28.8	%
Income before income taxes	$	425.8		$	294.1		$	131.7			44.8	%
Income before income taxes as a percent of revenues		19.9	%		17.7	%		N/	A		2.2	%
Orders	$	2,104.3		$	2,000.7		$	103.6			5.2	%
Backlog (at period-end)	$	1,051.0		$	1,144.9		$	(93.9	)		(8.2	)%

Revenues

Sales increased by double-digit rates in all major new equipment product lines with distributed and engineered valves accounting for three-fourths of the total increase.

• Sales of engineered and process valves increased 40% and 34%, respectively,  as compared to 2011, as a result of higher North American and Asia Pacific activity levels in the pipeline construction and petrochemical markets, combined with higher beginning-of-the-year backlog levels.

• Higher beginning-of-the-year backlog and strong market conditions for much of the year in North America, particularly in unconventional resource areas, contributed to a 24% increase in sales of distributed valves and a 18% increase of sales in measurement products in 2012 as compared to 2011.

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Income before income taxes as a percent of revenues

The increase in the ratio of income before income taxes as a percent of revenues was due primarily to:

• a 2.3 percentage-point decrease in the ratio of selling and administrative costs to revenues as selling and administrative expenses increased at less than one-third of the rate of increase in revenues during 2012, and

• a 0.5 percentage-point decline in the ratio of depreciation and amortization to revenues due mainly to the impact of relatively flat depreciation and amortization expense on an increasing revenue base, offset by a 0.7 percentage-point increase in the ratio of cost of sales to revenues, due to changes in the mix of sales of  higher versus lower-margin products.

Orders

Overall, orders increased 5% for the segment due to double-digit increases in all product lines except distributed valves, which experienced a 10% decrease.  Demand for engineered and process valves for domestic and international gas storage, processing and transportation projects remained strong in 2012, while weak natural gas price levels began to negatively impact order rates during the latter part of 2012 from distributors serving the  Canadian market and the unconventional resource regions of the United States.

Backlog (at period-end)

Backlog levels for the V&M segment decreased 8.2% from December 31, 2011, with distributed valves accounting for almost 85% of the decrease as a result of the recent weakening in the North American activity levels as described above.

PCS Segment

	Year Ended December 31,						Increase (Decrease)
dollars in millions)	2012			2011						$	%
Revenues	$	1,488.6		$	1,234.5		$	254.1			20.6	%
Income before income taxes	$	147.1		$	116.0		$	31.1			26.8	%
Income before income taxes as a percent of revenues		9.9	%		9.4	%		N/	A		0.5	%
Orders	$	1,455.6		$	1,483.5		$	(27.9	)		(1.9	)%
Backlog (at period-end)	$	969.8		$	1,013.1		$	(43.3	)		(4.3	)%

Revenues

The increase in segment revenues was due mainly to:

• a 25% increase in process systems revenues largely reflecting (i) a 46% increase in shipments of standard and traditional separation equipment mainly for use in unconventional resource regions of North America, and (ii) a 15% increase in custom engineered equipment revenues due to higher activity levels on certain large international projects,

• a 58% increase in sales of engineered air equipment mainly associated with large multi-unit shipments of process gas equipment worldwide and higher deliveries of air separation and engineered air units, and

• a 26% increase in shipments of Superior compressors mainly for a large project in Asia.

Income before income taxes as a percent of revenues

The increase in the ratio of income before income taxes as a percent of revenues was due primarily to revenues increasing at nearly 21% while depreciation and amortization remained relatively flat compared to 2011 and selling and administrative expenses increased at only one-half the rate of increase in revenues.  Combined, these factors accounted for a 1.8 percentage point decrease in the ratio of such costs to revenues.

This was partially offset by a 1.3 percentage-point increase in the ratio of cost of sales (excluding depreciation and amortization) to revenues, due mainly to a decline in reciprocating and centrifugal compression equipment margins as a result of higher costs and a mix shift in the volume of sales of these product lines in relation to increased sales of lower-margin process systems equipment.

Orders

Centrifugal compression orders declined 12% in 2012 as compared to 2011 largely as a result of lower worldwide demand for industrial plant air machines and lower order rates for engineered air equipment, mainly from customers in China.  This impact was partially offset by growth in demand for process gas units for use in fuel gas boosting and micro liquefied natural gas/refrigeration applications.

Also offsetting a portion of the decline in demand for centrifugal compression equipment was a 23% increase in orders for new Superior compressors, mainly for use on a large project in Asia.

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Backlog (at period-end)

A 16% decrease in reciprocating compression equipment backlog, mainly for new Superior compressors, and a 5% decrease in process systems backlog accounted for nearly the entire decline in total segment backlog at the end of 2012 as compared to year-end 2011.  These decreases were mainly the result of shipments and manufacturing activity levels outstripping new order rates for these product lines during 2012.

Corporate Segment

The loss before income taxes in the Corporate segment decreased by $97.4 million from 2011 to 2012 (see Note 15 of the Notes to Consolidated Financial Statements).  This decrease was due primarily to a reduction of $143.9 million in other costs as described above and in Note 3 of the Notes to Consolidated Financial Statements.  This reduction was partially offset by $45.1 million of additional selling and administrative expenses, nearly all of which was due to higher salaries, benefits and travel costs largely associated with increased headcount levels and higher earned incentive and stock-based compensation costs.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows

Net cash provided by operating activities for 2013 totaled $837.8 million, an increase of $154.9 million, from the $682.9 million of cash provided by operating activities during 2012.

Cash used to increase working capital in 2013 was $281.0 million, a modest improvement from $299.9 million used for working capital needs in 2012.

Cash provided by investing activities was $481.9 million in 2013 compared to $842.6 million of cash used for investing activities in 2012.  Most of the improvement was related to a net $476.6 million drawdown from the Company’s portfolio of short-term investments into cash and cash equivalents during 2013 as compared to a net use of cash of $93.7 million during 2012 to build up this portfolio of short-term investments, as well as $522.6 million of cash received from Schlumberger, net of taxes, in connection with the formation of the OneSubsea joint venture during 2013.  During 2013, the Company spent $19.8 million to acquire one business in the V&M segment compared to $349.3 million spent in 2012 for the acquisition of four businesses which were added to the DPS segment.  These acquisitions are described further in Note 2 of the Notes to Consolidated Financial Statements.  Capital expenditures in 2013 totaled $520.0 million compared to $427.2 million in 2012.  A large portion of the Company’s 2013 capital spending was for expansion of facilities in Brazil, Singapore and Berwick, Louisiana as well as various aftermarket locations, additional investment in the fleet of available rental equipment in the Surface Systems division, capital spending on the Company’s enhanced enterprise-wide business information systems and real estate additions necessary to meet the Company current and future growth needs.

Cash used for financing activities was $666.9 million in 2013 as compared to $444.8 million provided by financing activities in 2012.   During 2013, the Company issued $750.0 million principal amount of senior unsecured notes as described more fully in Note 10 of the Notes to Consolidated Financial Statements and borrowed an additional $46.4 million, mainly through its international subsidiaries.  The Company also received $62.2 million of contributions from its noncontrolling interest partners during 2013.  Utilizing funds provided by operating and investing activities and the issuance of $750.0 principal amount of senior unsecured notes, the Company acquired 26,955,623 shares of treasury stock during 2013 at a total cash cost of $1.53 billion.  During 2012, most of the cash provided by financing activities resulted from issuing $500.0 million principal amount of senior unsecured notes in May of that year.

Future liquidity requirements

At December 31, 2013, the Company had $1.85 billion of cash, cash equivalents and short-term investments, approximately $839.0 million of which was located in the United States with the remainder located outside of the United States.  Approximately $610.9 million of the Company’s cash, cash equivalents and short-term investments at December 31, 2013 were in the OneSubsea venture.  Dividends of available cash from OneSubsea to the venture partners require approval of the OneSubsea Board of Directors prior to payment.  Total debt at December 31, 2013 was nearly $2.86 billion, most of which was in the United States.  Excluding capital leases, $806.6 million of the debt obligations have maturities within the next three-year period.  The remainder of the Company’s long-term debt is due in varying amounts between 2018 and 2043.  In addition, cash advances received from customers in 2013 increased by approximately $355.7 million to nearly $1.7 billion at December 31, 2013.  The Company expects to use existing cash on hand to repay the $250.0 million floating rate notes due in 2014.

The Company’s orders, backlog and revenues, in total, and for certain of its businesses, have recently been at record levels.  The Company views its backlog of unfilled orders, current order rates, current rig count levels and current and future expected oil and gas prices to be, in varying degrees, leading indicators of and factors in determining its estimates of future revenues, cash flows and profitability levels.  Information regarding actual 2013 and 2012 average rig count and commodity price levels and forward-looking twelve-month market-traded futures prices for crude oil and natural gas are shown in more detail under the caption “Recent Market Conditions” above.  Additionally, the Company’s 2013 orders were up 13.5% from 2012 levels and backlog at December 31, 2013 was approximately $11.5 billion, up 34.2% from December 31, 2012.  A more detailed discussion of orders and backlog by segment may be found under “Segment Results – 2013 Compared to 2012” and “Segment Results – 2012 Compared to 2011” above.  As a result of these and other factors, the Company currently anticipates further growth in consolidated orders, backlog and revenues in 2014, although certain shorter cycle businesses may continue to be impacted in the near term by the weak activity levels for dry gas developments in certain unconventional resource regions of North America and economic uncertainty in various other parts of the world.  Depending on market conditions, the Company currently expects to spend between $425.0 and $450.0 million on new equipment and facilities during 2014 to meet the increased demand from its customers.

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In addition, the Company’s Board of Directors has provided management with authorization to purchase shares of its common stock in an amount up to $2.4 billion.  At December 31, 2013, the Company had $843.0 million remaining under this authorization for future purchases.  Depending on market conditions, the Company expects to continue to make such purchases using available cash on hand and expected cash flow from future operating activities and the sale of non-core assets during 2014.

As more fully described in Note 20, the Company entered into an agreement in January 2014 to sell its Reciprocating Compression business to General Electric for $550.0 million in cash and to explore strategic alternatives for its Centrifugal Compression business.

The Company believes, based on its current financial condition, existing backlog levels and current expectations for future market conditions, that it will be able to meet its short- and longer-term liquidity needs with existing cash, cash equivalents and short-term investments on hand, expected cash flow from future operating activities, amounts to be received from the sale of certain non-core assets and amounts available under its $835.0 million five-year multi-currency Revolving Credit Facility, which expires on June 6, 2016.  At December 31, 2013, the amount available for borrowing under the Revolving Credit Facility totaled $809.6 million.  The Company also has a three-year $170.0 million committed multi-currency revolving letter of credit facility with a third party bank, expiring on February 2, 2015.  At December 31, 2013, the Company had issued letters of credit totaling $126.4 million under this revolving credit facility, leaving a remaining amount of $43.6 million available for future use.

The following summarizes the Company’s significant cash contractual obligations and other commercial commitments for the next five years as of December 31, 2013.  

(dollars in millions)			Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1 – 3 Years		4 – 5 Years		After 5 Years
Debt (a)	$	2,806.6	$	284.1	$	522.5	$	450.0	$	1,550.0
Capital lease obligations (b)		109.9		16.6		24.5		11.1		57.7
Operating leases		779.2		105.9		165.6		117.0		390.7
Purchase obligations (c)		2,234.9		2,124.9		106.8		3.0		0.2
Minimum required contributions to funded defined benefitpension  plans (d)		21.6		21.6		−		−		−
Benefit payments expected for unfunded pension and postretirement benefit plans (U.S. only)		10.8		2.0		1.8		1.4		5.6
Unrecognized tax benefits (e)		6.6		6.6		−		−		−
Total contractual cash obligations	$	5,969.6	$	2,561.7	$	821.2	$	582.5	$	2,004.2

(a) See Note 10 of the Notes to Consolidated Financial Statements for information on interest rates on the outstanding debt.

(b) Payments shown include interest.

(c) Represents outstanding purchase orders entered into in the ordinary course of business.

(d) The Company does not estimate its future minimum required contributions beyond one year.

(e) The balance shown represents the portion of the Company’s unrecognized tax benefits recorded as a current liability at December 31, 2013. The remaining balance of unrecognized tax benefits totaling $96.0 million has been excluded from the table as the Company cannot reasonably estimate the timing of the associated future cash outflows.

(dollars in millions)	Amount of Commitment Expiration by Period
Other Unrecorded Commercial Obligations and Off-Balance Sheet Arrangements	Total Commitment		Less Than 1 Year		1 - 3 Years		4 – 5 Years		After 5 Years
Committed lines of credit available as of year-end	$	1,069.4	$	34.4	$	1,035.0	$	–	$	−
Standby letters of credit and bank guarantees		1,124.8		592.9		432.9		67.2		31.8
Financial letters of credit		21.1		12.1		3.8		–		5.2
Insurance bonds		23.9		23.9		–		–		–
Other financial guarantees		38.9		0.7		0.5		37.2		0.5
Total commercial commitments	$	2,278.1	$	664.0	$	1,472.2	$	104.4	$	37.5

The Company secures certain contractual obligations under various agreements with its customers or other parties through the issuance of letters of credit or bank guarantees. The Company has various agreements with financial institutions to issue such instruments. At December 31, 2013, the Company had $1.1 billion of letters of credit and bank guarantees outstanding in connection with the delivery, installation and performance of the Company’s products. Additional letters of credit and guarantees are outstanding at December 31, 2013 in connection with certain financial obligations of the Company. Should these facilities become unavailable to the Company, the Company’s operations and liquidity could be negatively impacted. Circumstances which could result in the withdrawal of such facilities include, but are not limited to, deteriorating financial performance of the Company (which could be caused by operating issues within the Company or weakness in the overall energy markets), deteriorating financial condition of the financial institutions providing such facilities, overall constriction in the credit markets, catastrophic accidents in the energy industry which could cause a contraction in the level of credit extended to the industry, or rating downgrades of the Company.

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Factors That May Affect Financial Condition and Future Results

The inability of the Company to deliver its backlog or future orders on time could affect the Company’s future sales and profitability and its relationships with its customers.

At December 31, 2013, the Company’s backlog was approximately $11.5 billion, a record level.  The ability to meet customer delivery schedules for this backlog, as well as future orders, is dependent on a number of factors including, but not limited to, access to the raw materials required for production, an adequately trained and capable workforce, project engineering expertise for large subsea projects, sufficient manufacturing plant capacity and appropriate planning and scheduling of manufacturing resources.  Many of the contracts the Company enters into with its customers require long manufacturing lead times and contain penalty clauses relating to on-time delivery. A failure by the Company to deliver in accordance with customer expectations could subject the Company to financial penalties or loss of financial incentives and may result in damage to existing customer relationships. Additionally, the Company bases its earnings guidance to the financial markets on expectations regarding future order rates and the timing of delivery of product currently in backlog.  Failure to deliver equipment in accordance with expectations could negatively impact the market price performance of the Company’s common stock and other publicly-traded financial instruments.

Expansion of the Company’s offerings in the drilling market creates additional risks not previously present.

The Company’s acquisitions of LeTourneau Technologies Drilling Systems, Inc. and the TTS Energy Division of TTS Group ASA (TTS) have expanded the Company’s portfolio of products and services available to customers involved in oil and gas drilling activities.  These acquisitions brought large drilling rig construction projects not previously offered and a record backlog.  As a result of both, the complexity of execution within this business has increased from that of the past.  Also, the Company has recently struggled to increase production capacity to deliver its record backlog.

Large drilling rig projects are accounted for using accounting rules for production-type and construction-type contracts.  In accordance with this guidance, the Company estimates the expected margin on these projects and recognizes this margin as units are completed.  These projects (i) require significantly more engineering and project management expertise than are needed for projects involving the supply of drilling stacks and associated equipment to customers, (ii) are larger in financial scope and (iii) require longer lead times than many other projects involving the Company’s Drilling Systems business.  Additionally, unplanned difficulties in engineering and managing the construction of such major projects could result in cost overruns and financial penalties which could negatively impact the Company’s margins and cash flow.   Similar to subsea systems projects described below, a reduction in expected margins on these projects from such unplanned events would result in a cumulative adjustment to reduce margins previously recognized in the period a change in estimate is determined.

Execution of subsea systems projects exposes the Company to risks not present in its other businesses.

Cameron, through OneSubsea, is a significant participant in the subsea systems projects market.  This market is significantly different from most of the Company’s other markets since subsea systems projects are significantly larger in scope and complexity, in terms of both technical and logistical requirements. Subsea projects typically (i) involve long lead times, (ii) are larger in financial scope, (iii) require substantial engineering resources to meet the technical requirements of the project and (iv) often involve the application of existing technology to new environments and, in some cases, may require the development of new technology. The Company’s OneSubsea business received orders of nearly $3.7 billion during 2013.  Total backlog for OneSubsea at December 31, 2013 was almost $4.4 billion, of which approximately $3.0 billion was for subsea systems projects.  To the extent the Company experiences unplanned difficulties in meeting the technical and/or delivery requirements of the projects or has difficulty fully integrating the businesses contributed by Schlumberger to OneSubsea into its operations, the Company’s earnings or liquidity could be negatively impacted. The integration of the Schlumberger and Cameron businesses is in its early stages and issues may arise as we refine the technologies and scale up the combined operations to meet customer demand.  The Company accounts for its subsea projects, as it does its separation and drilling projects, using accounting rules for construction-type and production type contracts.  Factors that may affect future project costs and margins include the ability to properly execute the engineering and design phases consistent with our customers’ expectations, production efficiencies obtained, and the availability and costs of labor, materials and subcomponents.  These factors can significantly impact the accuracy of the Company’s estimates and materially impact the Company’s future period earnings.  If the Company experiences cost overruns, the expected margin could decline.  Were this to occur, in accordance with the accounting guidance, the Company would record a cumulative adjustment to reduce the margin previously recorded on the related project in the period a change in estimate is determined.  Subsea systems projects accounted for approximately 13% of total 2013 revenues.

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As a designer, manufacturer, installer and servicer of oil and gas pressure control equipment, the Company may be subject to liability, personal injury, property damage and environmental contamination should such equipment fail to perform to specifications.

Cameron provides products and systems to customers involved in oil and gas exploration, development and production, as well as in certain other industrial markets.  Some of the Company’s equipment is designed to operate in high-temperature and/or high-pressure environments on land, on offshore platforms and on the seabed.  Some of the Company’s equipment is also designed for use in hydraulic fracturing operations.  Cameron also provides aftermarket parts and repair services at numerous facilities located around the world or at customer sites for this and other equipment.  Because of applications to which the Company’s products and services are put, particularly those involving the high temperature and/or pressure environments, a failure of such equipment, or a failure of our customer to maintain or operate the equipment properly, could cause damage to the equipment, damage to a customer’s other property, personal injury and environmental contamination, onshore or offshore, leading to claims made against Cameron.

The implementation of an upgraded business information system may disrupt the Company’s operations or its system of internal controls.

The Company has underway a project to upgrade its SAP business information systems worldwide.  The first stage of this multi-year effort was completed at the beginning of the third quarter of 2011 with the deployment of the upgraded system for certain businesses within the Company’s PCS segment.  Certain other businesses began operating on the upgraded system during 2012.  As of December 2013, nearly all businesses within the V&M segment are now utilizing the upgraded system.  The V&M segment is a major contributor to the Company’s consolidated revenues and income before income taxes.

As this system continues to be deployed throughout the rest of the Company during 2014, delays or difficulties may initially be encountered in effectively and efficiently processing transactions and conducting business operations until such time as personnel are familiar with all appropriate aspects and capabilities of the upgraded systems.

A deterioration in future expected profitability or cash flows could result in an impairment of the Company’s goodwill.

The Company’s Reciprocating Compression business was included in a reporting unit which had nearly $255.0 million of goodwill as of December 31, 2013.  As a result of the sale of the Company’s Reciprocating Compression business, this goodwill will be allocated between the businesses contained in this reporting unit based upon the relative fair values of each business within this reporting unit.  Approximately $206.0 million of the reporting unit’s goodwill will be included in the calculation of the net gain or loss upon completion of the sale of the Reciprocating Compression business.  The remainder of the goodwill (approximately $49 million) will be allocated to the other businesses in this reporting unit.  The Company expects to write down the carrying value of these businesses by approximately $100 million in the first quarter of 2014.

The PCS segment also includes goodwill of $572.2 million at December 31, 2013 associated with the Custom Process Systems reporting unit.  Profitability within this business, while showing recent improvement, has been below historical levels in the past due to several factors, including competitive pressures, production and overhead inefficiencies. The Company’s evaluation of the fair value of this business assumes future improvements over time and improvement in the gas production and separation markets.  If the financial performance of this business does not show improvement, or if a future evaluation determines that such improvements are not likely to occur, an impairment of goodwill could be necessary.

Downturns in the oil and gas industry have had, and will likely in the future have, a negative effect on the Company’s sales and profitability.

Demand for most of the Company’s products and services, and therefore its revenue, depends to a large extent upon the level of capital expenditures related to oil and gas exploration, development, production, processing and transmission. Declines, as well as anticipated declines, in oil and gas prices could negatively affect the level of these activities, or could result in the cancellation, modification or rescheduling of existing orders. As an example, natural gas spot prices in the United States declined during the first half of 2012 to less than $2 per MMBtu, the lowest level in the last decade.  Although natural gas prices have subsequently increased, current rig count levels associated with dry gas extraction activities have not fully recovered to previous levels.  This price decline negatively impacted 2012 order levels by certain of the Company’s customers which affected the Company’s 2012 and 2013 revenues and profitability.  See also the discussion in “Market Conditions” and “Outlook” above.

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Fluctuations in currency markets can impact the Company’s profitability.

The Company has established multiple “Centers of Excellence” facilities for manufacturing such products as subsea trees, subsea chokes, subsea production controls and blowout preventers.  These production facilities are located in the United Kingdom, Brazil, Romania, Italy, Norway and other European and Asian countries. To the extent the Company sells these products in U.S. dollars, the Company’s profitability is eroded when the U.S. dollar weakens against the British pound, the euro, the Brazilian real and certain Asian currencies, including the Singapore dollar. Alternatively, profitability is enhanced when the U.S. dollar strengthens against these same currencies.  For further information on the use of derivatives to mitigate certain currency exposures, see Item 3, “Quantitative and Qualitative Disclosures about Market Risk” below and Note 18 of the Notes to Consolidated Financial Statements.

The Company’s operations expose it to risks of non-compliance with numerous countries’ import and export laws and regulations, and with various nations’ trade regulations including U.S. sanctions.

The Company’s operations expose it to trade and import and export regulations in multiple jurisdictions.  In addition to using “Centers of Excellence” for manufacturing products to be delivered around the world, the Company imports raw materials, semi-finished goods as well as finished products into many countries for use in country or for manufacturing and/or finishing for re-export and import into another country for use or further integration into equipment or systems.  Most movement of raw materials, semi-finished or finished products by the Company involves exports and imports.  As a result, compliance with multiple trade sanctions and embargoes and import and export laws and regulations pose a constant challenge and risk to the Company.  The Company has received a number of inquiries from U.S. governmental agencies, including the U.S. Securities and Exchange Commission and the Office of Foreign Assets Control, regarding compliance with U.S. trade sanction and export control laws, the most recent of which was received in December 2012 and replied to by the Company in January 2013.  The Company has undergone and will likely continue to undergo governmental audits to determine compliance with export and customs laws and regulations.

The Company’s operations expose it to political and economic risks and instability due to changes in economic conditions, civil unrest, foreign currency fluctuations, and other risks, such as local content requirements, inherent to international businesses.

The political and economic risks of doing business on a worldwide basis include the following: 

• volatility in general economic, social and political conditions;

• the effects of civil unrest and sanctions imposed by the United States and other governments on transactions with various countries, such as Iran;

• the effects of civil unrest on the Company’s business operations, customers and employees, such as that recently occurring in several countries in the Middle East;

• differing tax rates and/or increasing tax rates.  Economic conditions around the world have resulted in decreased tax revenues for many governments, which have led and could continue to lead to changes in tax laws in countries where the Company does business, including further changes in the United States.  Changes in tax laws could have a negative impact on the Company’s future results;

• exchange controls or other similar measures that result in restrictions on repatriation of capital and/or income, such as those involving the currencies of, and the Company’s operations in, Angola and Nigeria; and

• reductions in the number or capacity of qualified personnel.

Cameron has manufacturing and service operations that are essential parts of its business in developing countries and volatile areas in Africa, Latin America, Russia and other countries that were part of the Former Soviet Union, the Middle East, and Central and South East Asia. Recent increases in activity levels in certain of these regions have increased the Company’s risk of identifying and hiring sufficient numbers of qualified personnel to meet increased customer demand in selected locations.  The Company also purchases a large portion of its raw materials and components from a relatively small number of foreign suppliers in China, India and other developing countries. The ability of these suppliers to meet the Company’s demand could be adversely affected by the factors described above.

In addition, customers in countries such as Angola and Nigeria increasingly are requiring the Company to accept payments in the local currencies of these countries.  These currencies do not currently trade actively in the world’s foreign exchange markets.  The Company also has various manufacturing and aftermarket operations in Venezuela that contributed nearly $110 million in revenues during 2013.  The economy in Venezuela is highly inflationary and becoming more regulated.  These factors create political and economic uncertainty with regard to their impact on the Company’s continued operations in this country.  As an example, it was announced in February 2013 that Venezuela had devalued its currency from 4.3 bolivars per dollar to 6.3 bolivars per dollar, which is the rate currently used by the Company. This resulted in an approximate $9.5 million foreign exchange loss for the Company that was recorded in “Other costs” during 2013.  Although the Venezuelan government has pledged to maintain this official exchange rate for the foreseeable future, it was announced in December 2013, that the exchange rate established at the Supplementary Foreign Currency Administration System (SICAD) auction could be used prospectively for certain activities and transactions by companies operating in the oil and gas industry.  The average SICAD rate established at the December 23, 2013 auction was 11.3 bolivars to the U.S. dollar.  The Company is currently evaluating the impact of this announcement on its operations.  A further foreign exchange loss during 2014 may result from this evaluation.

47

Increasingly, some of the Company’s customers, particularly the national oil companies, have required a certain percentage, or an increased percentage, of local content in the products they buy directly or indirectly from the Company.  This requires the Company to add to or expand manufacturing capabilities in certain countries that are presently without the necessary infrastructure or human resources in place to conduct business in a manner as typically done by Cameron.  This increases the risk of untimely deliveries, cost overruns and defective products.

The Company’s operations require it to deal with a variety of cultures, as well as agents and other intermediaries, exposing it to anti-corruption compliance risks.

Doing business on a worldwide basis necessarily involves exposing the Company and its operations to risks inherent in complying with the laws and regulations of a number of different nations. These laws and regulations include various anti-bribery and anti-corruption laws.

The Company does business and has operations in a number of developing countries that have relatively underdeveloped legal and regulatory systems compared to more developed countries. Several of these countries are generally perceived as presenting a higher than normal risk of corruption, or as having a culture in which requests for improper payments are not discouraged. Maintaining and administering an effective anti-bribery compliance program under the U.S. Foreign Corrupt Practices Act (FCPA), the United Kingdom’s Bribery Act of 2010, and similar statutes of other nations, in these environments presents greater challenges to the Company than is the case in other, more developed countries.

Additionally, the Company’s business involves the use of agents and other intermediaries, such as customs clearance brokers, in these countries as well as others.  As a result, the risk to the Company of compliance violations is increased because actions taken by any of them when attempting to conduct business on our behalf could be imputed to us by law enforcement authorities.

The Company is subject to environmental, health and safety laws and regulations that expose the Company to potential liability and proposed new regulations that would restrict activities to which the Company currently provides equipment and services.

The Company’s operations are subject to a variety of national and state, provisional and local laws and regulations, including laws and regulations relating to the protection of the environment. The Company is required to invest financial and managerial resources to comply with these laws and expects to continue to do so in the future. To date, the cost of complying with governmental regulation has not been material, but the fact that such laws or regulations are frequently changed makes it impossible for the Company to predict the cost or impact of such laws and regulations on the Company’s future operations. The modification of existing laws or regulations or the adoption of new laws or regulations imposing more stringent environmental restrictions could adversely affect the Company.

The Company provides equipment and services to companies employing hydraulic fracturing or “fracking” and could be adversely impacted by new regulations of this enhanced recovery technique.  

Environmental concerns have been raised regarding the potential impact on underground water supplies of fracturing which involves the pumping of water and certain chemicals under pressure into a well to break apart shale and other rock formations in order to increase the flow of oil and gas embedded in these formations.  Recently, certain U.S. states have proposed regulations regarding disclosure of chemicals used in fracking operations or have temporarily suspended issuance of permits for conducting such operations.  Additionally, the United States Environmental Protection Agency (EPA) issued rules, which become effective in January 2015, that are designed to limit the release of volatile organic compounds, or pollutants, from natural gas wells that are hydraulically fractured.  The EPA has published draft permitting guidance for oil and gas hydraulic fracturing activities using diesel fuels and is continuing to study whether the fracking process has any negative impact on underground water supplies.  A draft of the final report on the results of the study is expected in 2014.  Should additional governmental regulations ultimately be imposed that further restrict or curtail hydraulic fracturing activities, the Company’s revenues and earnings could be negatively impacted.

Enacted and proposed climate protection regulations and legislation may impact the Company’s operations or those of its customers.

The EPA has made a finding under the United States Clean Air Act that greenhouse gas emissions endanger public health and welfare and the EPA has enacted regulations requiring monitoring and reporting by certain facilities and companies of greenhouse gas emissions.  Carbon emission reporting and reduction programs have also expanded in recent years at the state, regional and national levels with certain countries having already implemented various types of cap-and-trade programs aimed at reducing carbon emissions from companies that currently emit greenhouse gases.

Additionally, in September 2013, the EPA proposed Clean Air Act standards to cut carbon pollution from new power plants.  The EPA is also continuing to seek input for the development of emission guidelines for existing power plants.

To the extent the Company’s customers are subject to these or other similar proposed or newly enacted laws and regulations, the Company is exposed to risks that the additional costs by customers to comply with such laws and regulations could impact their ability or desire to continue to operate at current or anticipated levels in certain jurisdictions, which could negatively impact their demand for the Company’s products and services.

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To the extent Cameron becomes subject to any of these or other similar proposed or newly enacted laws and regulations, the Company expects that its efforts to monitor, report and comply with such laws and regulations, and any related taxes imposed on companies by such programs, will increase the Company’s cost of doing business in certain jurisdictions, including the United States, and may require expenditures on a number of its facilities and possibly on modifications of certain of its products.

The Company could also be impacted by new laws and regulations establishing cap-and-trade and those that might favor the increased use of non-fossil fuels, including nuclear, wind, solar and bio-fuels or that are designed to increase energy efficiency.  If the proposed or newly executed laws dampen demand for oil and gas production, they could lower spending by the Company’s customers for the Company’s products and services.

The Company’s operations and information systems are subject to cybersecurity risks.

Cameron continues to increase its dependence on digital technologies to conduct its operations, to collect monies from customers and to pay vendors and employees.  Many of the Company’s files are digitized and more employees are working in almost paperless environments.  Additionally, the hardware, network and software environments to operate SAP, the Company’s main enterprise-wide operating system, have been outsourced to third parties.  Other key software products used by the Company to conduct its operations either reside on servers in remote locations or are operated by the software vendors or other third parties for the Company’s use as “Cloud-based” or “Web-based” applications.  The Company has also outsourced certain information technology development, maintenance and support functions.  As a result, the Company is exposed to potentially severe cyber incidents at both its internal locations and outside vendor locations that could disrupt its operations for an extended period of time and result in the loss of critical data and in higher costs to correct and remedy the effects of such incidents, although no such material incidents have occurred to date.

Environmental Remediation

The Company’s worldwide operations are subject to domestic and international regulations with regard to air, soil and water quality as well as other environmental matters. The Company, through its HSE Management System and corporate third-party regulatory compliance audit program, believes it is in substantial compliance with these regulations. 

The Company is heir to a number of older manufacturing plants that conducted operations in accordance with the standards of the time, but which have since changed.  The Company has undertaken clean-up efforts at these sites and now conducts its business in accordance with today’s standards.  The Company’s clean-up efforts have yielded limited releases of liability from regulators in some instances, and have allowed sites with no current operations to be sold.  The Company conducts environmental due diligence prior to all new site acquisitions.  For further information, refer to Note 19 of the Notes to Consolidated Condensed Financial Statements.

Environmental Sustainability

The Company has pursued environmental sustainability in a number of ways. Processes are monitored in an attempt to produce the least amount of waste. All of the waste disposal firms used by the Company are carefully selected in an attempt to prevent any future Superfund involvements. Actions are taken in an attempt to minimize the generation of hazardous wastes and to minimize air emissions. Recycling of process water is a common practice. Best management practices are used in an effort to prevent contamination of soil and ground water on the Company’s sites.

Cameron has implemented a corporate HSE Management System that incorporates many of the principles of ISO 14001 and OHSAS 18001.  The HSE Management System contains a set of corporate standards that are required to be implemented and verified by each business unit. Cameron has also implemented a corporate third party regulatory compliance audit program to verify facility compliance with environmental, health and safety laws and regulations.  The compliance program employs or uses independent third-party auditors to audit facilities on a regular basis specific to country, region, and local legal requirements.  Audit reports are circulated to the senior management of the Company and to the appropriate business unit.  The compliance program requires corrective and preventative actions be taken by a facility to remedy all findings of non-compliance which are tracked on the corporate HSE data base.

Market Risk Information

The Company is currently exposed to market risk from changes in foreign currency rates and changes in interest rates. A discussion of the Company’s market risk exposure in financial instruments follows.

Foreign Currency Exchange Rates 

A large portion of the Company’s operations consist of manufacturing and sales activities in foreign jurisdictions, principally in Europe, Canada, West Africa, the Middle East, Latin America, China and other countries in the Pacific Rim. As a result, the Company’s financial performance may be affected by changes in foreign currency exchange rates in these markets. Overall, for those locations where the Company is a net receiver of local non-U.S. dollar currencies, Cameron generally benefits from a weaker U.S. dollar with respect to those currencies. Alternatively, for those locations where the Company is a net payer of local non-U.S. dollar currencies, a weaker U.S. dollar with respect to those currencies will generally have an adverse impact on the Company’s financial results. The impact on the Company’s financial results of gains or losses arising from foreign currency denominated transactions, if material, have been described under “Results of Operations” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for the periods shown.

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In order to mitigate the effect of exchange rate changes, the Company will often attempt to structure sales contracts to provide for collections from customers in the currency in which the Company incurs its manufacturing costs. In certain instances, the Company will enter into foreign currency forward contracts to hedge specific large anticipated receipts or disbursements in currencies for which the Company does not traditionally have fully offsetting local currency expenditures or receipts. The Company was party to a number of long-term foreign currency forward contracts at December 31, 2013. The purpose of the majority of these contracts was to hedge large anticipated non-functional currency cash flows on major subsea, drilling, valve or other equipment contracts involving the Company’s United States operations and its wholly-owned subsidiaries in Australia, France, Italy, Malaysia, Norway, Singapore and the United Kingdom. Many of these contracts have been designated as and are accounted for as cash flow hedges with changes in the fair value of those contracts recorded in accumulated other comprehensive income (loss) in the period such change occurs.  Certain other contracts, many of which are centrally managed, are intended to offset other foreign currency exposures but have not been designated as hedges for accounting purposes and, therefore, any change in the fair value of those contracts are reflected in earnings in the period such change occurs.  The Company expects to expand its use of such contracts in the future.

Capital Markets and Interest Rates 

The Company is subject to interest rate risk on its variable-interest rate borrowings and, at certain times, interest rate swaps. Variable-rate debt, where the interest rate fluctuates periodically, exposes the Company’s cash flows to variability due to changes in market interest rates. Additionally, the fair value of the Company’s fixed-rate debt changes with market interest rates.

The Company manages its debt portfolio to achieve an overall desired position of fixed and floating rates and employs, from time to time, interest rate swaps as a tool to achieve that goal. The major risks from interest rate derivatives include changes in the interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions.

The fair values of the 1.6% and 1.15% 3-year Senior Notes, the 3.6%, 4.0%, 4.5% and 6.375% 10-year Senior Notes and the 5.125%, 5.95% and 7.0% 30-year Senior Notes are principally dependent on prevailing interest rates.  The fair value of the floating rate notes due June 2, 2014 is expected to approximate book value.

The Company has various other long-term debt instruments, but believes that the impact of changes in interest rates in the near term will not be material to these instruments.

The Company has performed a sensitivity analysis to determine how market interest rate changes might affect the fair value of its debt. This analysis is inherently limited because it represents a singular, hypothetical set of assumptions. Actual market movements may vary significantly from the assumptions. The effects of market movements may also directly or indirectly affect the Company’s assumptions and its rights and obligations not covered by the sensitivity analysis. Fair value sensitivity is not necessarily indicative of the ultimate cash flow or the earnings effect from the assumed market rate movements. 

An instantaneous one-percentage-point decrease in interest rates across all maturities and applicable yield curves would have increased the fair value of the Company’s fixed-rate debt positions by approximately $57.8 million at December 31, 2013 ($9.7 million at December 31, 2012), whereas a one-percentage-point increase in interest rates would have decreased the fair value of the Company’s fixed-rate debt by $98.2 million at December 31, 2013 ($189.6 million at December 31, 2012).  This analysis does not reflect the effect that increasing or decreasing interest rates would have on other items, such as new borrowings, nor the impact they would have on interest expense and cash payments for interest. 

Derivatives Activity

Total gross volume bought (sold) by notional currency and maturity date on open foreign currency forward contracts at December 31, 2013 was as follows:

	Notional Amount - Buy								Notional Amount - Sell
(in millions)	2014		2015		2016		Total		2014			2015			2016			Total
Notional currency in:
Euro		157.8		9.9		10.2		177.9		(45.3	)		–			–			(45.3	)
Malaysian ringgit		28.4		–		–		28.4		–			–			–			–
Norwegian krone		1,269.7		318.5		7.8		1,596.0		(406.4	)		(64.4	)		–			(470.8	)
Pound Sterling		113.5		17.3		0.8		131.6		(1.3	)		–			–			(1.3	)
U.S. dollar		182.1		–		–		182.1		(677.2	)		(136.3	)		(25.8	)		(839.3	)

As described further in Note 18 of the Notes to Consolidated Financial Statements, the net fair value of the Company’s outstanding derivatives was a $19.0 million benefit to the Company at December 31, 2013 ($19.9 million at December 31, 2012).

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Fair Value of Financial Instruments

The Company had approximately $1.2 billion of cash equivalents and $41.0 million of short-term investments at December 31, 2013.  Cash equivalents represent highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase.  Short-term investments have original maturities of more than three months but less than one year.  Certain of these investments are valued based upon quoted or estimated market prices which represent levels 1 and 2 market inputs.

The fair value of the Company’s foreign exchange forward contracts were based on quoted exchange rates for the respective currencies applicable to similar instruments (level 2 observable market inputs).

The Company’s international pension plans have assets available to fund future pension obligations totaling $432.4 million at December 31, 2013 ($317.7 million at December 31, 2012).  The majority of these assets are invested in debt and equity securities or mutual funds, which were valued based on quoted market prices for an individual asset (level 1 market inputs), or mutual fund unit values, which were based on the fair values of the individual securities that the fund had invested in (level 2 observable market inputs).  A certain portion of the assets were invested in insurance contracts, real estate and other investments, which were valued based on level 3 unobservable inputs (see Note 8 of the Notes to Consolidated Financial Statements for further information).

The values of these assets are subject to change, based generally on changes in market conditions involving foreign exchange rates, interest rates and debt and equity security investment pricing.

51

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company maintains a system of internal controls that is designed to provide reasonable but not absolute assurance as to the reliable preparation of the consolidated financial statements. The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of errors or fraud, if any, within Cameron have been detected. 

The control environment of Cameron is the foundation for its system of internal controls over financial reporting and is embodied in the Company’s Standards of Conduct. It sets the tone of the Company’s organization and includes factors such as integrity and ethical values. The Company’s internal controls over financial reporting are supported by formal policies and procedures that are reviewed, modified and improved as changes occur in the Company’s business or as otherwise required by applicable rule-making bodies. 

The Audit Committee of the Board of Directors, which is composed solely of outside directors, meets periodically with members of management, the internal audit department and the independent registered public accountants to review and discuss internal controls over financial reporting and accounting and financial reporting matters. The independent registered public accountants and the internal audit department report to the Audit Committee and accordingly have full and free access to the Audit Committee at any time.

Assessment of Internal Control Over Financial Reporting

Cameron’s management is responsible for establishing and maintaining adequate internal control (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) over financial reporting. 

Management conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework). This evaluation included a review of the documentation surrounding the Company’s financial controls, an evaluation of the design effectiveness of these controls, testing of the operating effectiveness of these controls and a conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of internal controls over financial reporting – including the possibility of the circumvention or overriding of controls – based on management’s evaluation, management has concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2013, based on the framework established in “Internal Control – Integrated Framework”.  However, because of changes in conditions, it is important to note that internal control system effectiveness may vary over time. 

In conducting management’s evaluation of the effectiveness of the Company’s internal controls over financial reporting, the businesses contributed by Schlumberger in connection with the formation of OneSubsea, and Douglas Chero, acquired in 2013, as more fully described in Note 2 of the Notes to Consolidated Financial Statements, were excluded.  Excluding goodwill, these operations accounted for less than 15% of total and net assets as of December 31, 2013 and less than 5% of the Company’s consolidated revenues and income before income taxes for the year then ended.

Ernst & Young LLP, an independent registered public accounting firm that has audited the Company’s financial statements as of and for the three-year period ended December 31, 2013, has issued a report on their audit of management’s internal control over financial reporting, which is included herein.

/s/ Jack B. Moore

Jack B. Moore

President and Chief Executive Officer

Date:  February 26, 2014

/s/ Charles M. Sledge

Charles M. Sledge

Senior Vice President and Chief Financial Officer

Date:  February 26, 2014

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Cameron International Corporation

We have audited the internal control over financial reporting of Cameron International Corporation (the Company) as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the businesses contributed by Schlumberger in connection with the formation of OneSubsea, and Douglas Chero, acquired in 2013, which are included in the 2013 consolidated financial statements of the Company.  Excluding goodwill, these businesses constituted less than 15% of total and net assets as of December 31, 2013 and less than 5% of the Company’s consolidated revenues and income before income taxes for the year then ended.  Our audit of internal control over financial reporting of the Company also did not include the evaluation of the internal control over financial reporting of these businesses referred to above.

In our opinion, Cameron International Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2013 and 2012, and the related statements of consolidated results of operations, comprehensive income, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2013 and our report dated February 26, 2014 expressed an unqualified opinion thereon.

	/s/ Ernst & Young LLP
Houston, Texas
February 26, 2014

53

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Cameron International Corporation

We have audited the accompanying consolidated balance sheets of Cameron International Corporation (the Company) as of December 31, 2013 and 2012, and the related statements of consolidated results of operations, comprehensive income, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2013.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cameron International Corporation at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 26, 2014 expressed an unqualified opinion thereon.

	/s/ Ernst & Young LLP
Houston, Texas
February 26, 2014

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Consolidated Results of Operations

	Year Ended December 31,
(dollars in millions, except per share data)	2013			2012			2011
Revenues	$	9,838.4		$	8,502.1		$	6,959.0
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)		7,015.9			6,024.3			4,838.4
Selling and administrative expenses		1,362.6			1,161.2			1,001.5
Depreciation and amortization		314.5			254.7			206.6
Interest, net		100.2			90.4			84.0
Other costs (see Note 3)		92.7			33.5			177.4
Total costs and expenses		8,885.9			7,564.1			6,307.9
Income before income taxes		952.5			938.0			651.1
Income tax provision		(228.3	)		(187.5	)		(129.2	)
Net income		724.2			750.5			521.9
Net income attributable to noncontrolling interest		25.0			–			–
Net income attributable to Cameron	$	699.2		$	750.5		$	521.9
Earnings per share attributable to Cameron stockholders:
Basic	$	2.89		$	3.05		$	2.13
Diluted	$	2.87		$	3.02		$	2.09

The Notes to Consolidated Financial Statements are an integral part of these statements.

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Consolidated Comprehensive Income

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Net income	$	724.2		$	750.5		$	521.9
Foreign currency translation gain (loss)		(70.2	)		74.6			(60.2	)
Gain (loss) on derivatives recognized in other comprehensive income:
Pre-tax		18.7			14.9			(6.3	)
Tax effect		(4.9	)		(4.8	)		1.1
(Gain) loss on derivatives reclassified from accumulated other comprehensiveincome to:
Revenues		(2.2	)		5.4			(2.2	)
Cost of sales		(4.6	)		4.0			10.0
Depreciation and amortization		0.1			0.1			0.1
Tax effect		1.8			(3.0	)		(1.5	)
Actuarial gains (losses) recognized in other comprehensive income:
Pre-tax		25.2			(42.7	)		(8.6	)
Tax effect		(11.6	)		9.4			0.9
Amortization to selling and administrative expenses of:
Prior service credits		(2.7	)		(1.5	)		(1.3	)
Net actuarial losses		6.9			5.0			4.9
Tax effect		(0.5	)		(0.6	)		(0.6	)
Comprehensive income		680.2			811.3			458.2
Comprehensive income attributable to noncontrolling interest:
Net income		25.0			–			–
Foreign currency translation gain (loss)		24.1			–			–
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		7.3			–			–
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		(1.6	)		–			–
Actuarial (gains) loss recognized in other comprehensive income, net of tax		(26.1	)		–			–
Amortization to selling and administrative expenses, net of tax		1.8			–			–
Comprehensive income attributable to noncontrolling interest		30.5			–			–
Comprehensive income attributable to Cameron	$	649.7		$	811.3		$	458.2

The Notes to Consolidated Financial Statements are an integral part of these statements.

56

Consolidated Balance Sheets

	December 31,
(dollars in millions, except shares and per share data)	2013			2012
Assets
Cash and cash equivalents	$	1,812.9		$	1,185.8
Short-term investments		41.0			517.0
Receivables, net		2,719.1			1,966.7
Inventories, net		3,132.4			2,741.2
Other		463.2			499.9
Total current assets		8,168.6			6,910.6
Plant and equipment, net		2,036.9			1,765.1
Goodwill		2,924.8			1,923.9
Intangibles, net		903.7			335.8
Other assets		214.5			222.8
Total assets	$	14,248.5		$	11,158.2
Liabilities and stockholders’ equity
Short-term debt	$	297.0		$	29.2
Accounts payable and accrued liabilities		3,883.4			3,045.7
Accrued income taxes		80.1			94.1
Total current liabilities		4,260.5			3,169.0
Long-term debt		2,562.8			2,047.0
Deferred income taxes		276.8			131.7
Other long-term liabilities		233.0			244.4
Total liabilities		7,333.1			5,592.1
Commitments and contingencies		−			−
Stockholders’ equity:
Common stock, par value $.01 per share, 400,000,000 shares authorized, 263,111,472 shares issued at December 31, 2013 and 2012		2.6			2.6
Preferred stock, par value $.01 per share, 10,000,000 shares authorized, no shares issued or outstanding		−			−
Capital in excess of par value		3,206.9			2,094.6
Retained earnings		4,819.9			4,120.7
Accumulated other elements of comprehensive income (loss)		(79.5	)		(30.0	)
Less: Treasury stock at cost, 41,683,164 shares at December 31, 2013 and 16,415,336 shares at December 31, 2012		(2,098.0	)		(621.8	)
Total Cameron stockholders’ equity		5,851.9			5,566.1
Noncontrolling interests		1,063.5			–
Total equity		6,915.4			5,566.1
Total liabilities and stockholders’ equity	$	14,248.5		$	11,158.2

The Notes to Consolidated Financial Statements are an integral part of these statements.

57

Consolidated Cash Flows

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Cash flows from operating activities:
Net income	$	724.2		$	750.5		$	521.9
Adjustments to reconcile net income to net cash provided by operatingactivities:
Depreciation		245.7			211.8			160.2
Amortization		68.8			42.9			46.4
Non-cash stock compensation expense		53.8			44.7			36.7
Deferred income taxes and tax benefit of stock compensation plan transactions		11.3			(85.1	)		(22.0	)
Changes in assets and liabilities, net of translation, acquisitions and non-cash items:
Receivables		(469.7	)		(144.0	)		(461.1	)
Inventories		(367.6	)		(368.9	)		(397.1	)
Accounts payable and accrued liabilities		556.3			213.0			200.8
Other assets and liabilities, net		15.0			18.0			122.7
Net cash provided by operating activities		837.8			682.9			208.5
Cash flows from investing activities:
Proceeds from sales and maturities of short-term investments		1,558.9			1,031.7			15.2
Purchases of short-term investments		(1,082.3	)		(1,125.4	)		(438.0	)
Capital expenditures		(520.0	)		(427.2	)		(388.1	)
Dispositions (acquisitions), net of cash acquired		(10.7	)		(349.3	)		(421.3	)
Proceeds received and cash acquired from formation of OneSubsea, net of taxes paid of $80.4 million (see Note 2)		522.6			–			–
Proceeds from sales of plant and equipment		13.4			27.6			19.6
Net cash provided by (used for) investing activities		481.9			(842.6	)		(1,212.6	)
Cash flows from financing activities:
Short-term loan borrowings (repayments), net		46.4			(41.9	)		45.7
Issuance of senior debt		746.8			499.3			747.8
Debt issuance costs		(6.1	)		(3.4	)		(4.7	)
Redemption of convertible debentures		–			–			(705.7	)
Purchase of equity call options, net		–			–			(12.2	)
Purchase of treasury stock		(1,531.6	)		(21.3	)		(2.4	)
Contributions from noncontrolling interest owners		62.2			–			–
Purchases of noncontrolling ownership interests		(7.2	)		–			–
Proceeds from stock option exercises, net of tax payments from stockcompensation plan transactions		31.3			12.3			21.5
Excess tax benefits from stock compensation plan transactions		9.4			11.1			9.0
Principal payments on capital leases		(18.1	)		(11.3	)		(8.2	)
Net cash provided by (used for) financing activities		(666.9	)		444.8			90.8
Effect of translation on cash		(25.7	)		1.8			(20.3	)
Increase (decrease) in cash and cash equivalents		627.1			286.9			(933.6	)
Cash and cash equivalents, beginning of year		1,185.8			898.9			1,832.5
Cash and cash equivalents, end of year	$	1,812.9		$	1,185.8		$	898.9

The Notes to Consolidated Financial Statements are an integral part of these statements.

58

Consolidated Changes in Stockholders’ Equity

	Cameron Stockholders
(dollars in millions)	Common Stock		Capital in Excess of Par value			Retained Earnings		Accumulated Other Elements of Comprehensive  Income (Loss)			Treasury Stock			Non- controlling  Interests			Total
Balance ― December 31, 2010	$	2.6	$	2,259.3		$	2,848.3	$	(27.1	)	$	(690.7	)	$	–		$	4,392.4
Net income		–		–			521.9		–			–			–			521.9
Other comprehensive income (loss)		–		–			–		(63.7	)		–			–			(63.7	)
Non-cash stock compensation expense		–		36.7			–		–			–			–			36.7
Purchase of treasury stock		–		–			–		–			(2.4	)		–			(2.4	)
Treasury stock issued under stock compensation plans		–		(25.4	)		–		–			46.1			–			20.7
Tax benefit of stock compensation plan transactions		–		4.9			–		–			–			–			4.9
Conversion value of convertible debentures in excess of principal		–		(203.3	)		–		–			–			–			(203.3	)
Other				0.2			–		–			–			–			0.2
Balance ― December 31, 2011		2.6		2,072.4			3,370.2		(90.8	)		(647.0	)		–			4,707.4
Net income		–		–			750.5		–			–			–			750.5
Other comprehensive income (loss)		–		–			–		60.8			–			–			60.8
Non-cash stock compensation expense		–		44.7			–		–			–			–			44.7
Purchase of treasury stock		–		–			–		–			(21.5	)		–			(21.5	)
Treasury stock issued under stock compensation plans		–		(34.0	)		–		–			46.7			–			12.7
Tax benefit of stock compensation plan transactions		–		11.5			–		–			–			–			11.5
Balance ― December 31, 2012		2.6		2,094.6			4,120.7		(30.0	)		(621.8	)		–			5,566.1
Formation of OneSubsea, net of tax effects of $90.5		–		1,083.0			–		–			–			926.5			2,009.5
Net income		–		–			699.2		–			–			25.0			724.2
Other comprehensive income (loss)		–		–			–		(49.5	)		–			5.5			(44.0	)
Non-cash stock compensation expense		–		53.8			–		–			–			–			53.8
Net change in treasury shares owned by participants in nonqualified deferred compensation plans		–		–			–		–			(2.3	)		–			(2.3	)
Purchase of treasury stock		–		–			–		–			(1,532.7	)		–			(1,532.7	)
Treasury stock issued under stock compensation plans		–		(27.8	)		–		–			58.8			–			31.0
Tax benefit of stock compensation plan transactions		–		9.5			–		–			–			–			9.5
Contributions from noncontrolling interest owners		–		–			–		–			–			75.3			75.3
Purchases of noncontrolling ownership interests		–		–			–		–			–			(7.2	)		(7.2	)
Other noncontrolling interests		–		–			–		–			–			38.4			38.4
Other		–		(6.2	)		–		–			–			–			(6.2	)
Balance ― December 31, 2013	$	2.6	$	3,206.9		$	4,819.9	$	(79.5	)	$	(2,098.0	)	$	1,063.5		$	6,915.4

The Notes to Consolidated Financial Statements are an integral part of these statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of Major Accounting Policies

   Company Operations — Cameron International Corporation (Cameron or the Company) provides flow equipment products, systems and services to worldwide oil, gas and process industries through three business segments, Drilling & Production Systems (DPS), Valves & Measurement (V&M) and Process & Compression Systems (PCS). Products include oil and gas pressure control, drilling and separation equipment, including valves, wellheads, manifolds, controls, chokes, blowout preventers and packaged systems for oil and gas drilling, production and transmission processes used in onshore, offshore and subsea applications, as well as for the downstream markets. Cameron also manufactures and services air and gas compressors and turbochargers.  Additional information regarding each segment may be found in Note 15 of the Notes to Consolidated Financial Statements.

Principles of Consolidation — The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. Investments from 20% to 50% in affiliated companies are accounted for using the equity method.

Estimates in Financial Statements— The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, estimates of total contract profit or loss on certain long-term production contracts, estimated losses on accounts receivable, estimated realizable value on excess and obsolete inventory, contingencies, including tax contingencies, estimated liabilities for litigation exposures and liquidated damages, estimated warranty costs, estimates related to pension accounting, estimates used to determine fair values in purchase accounting, estimates related to the fair value of reporting units for purposes of assessing goodwill for impairment, estimated proceeds from assets held for sale and estimates related to deferred tax assets and liabilities, including valuation allowances on deferred tax assets. Actual results could differ materially from these estimates. 

Revenue Recognition— The Company generally recognizes revenue, net of sales taxes, once the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery of the equipment has occurred or the customer has taken title and risk of loss or services have been rendered, (iii) the price of the equipment or service is fixed and determinable and (iv) collectibility is reasonably assured. For certain engineering, procurement and construction-type contracts, which typically include the Company’s subsea and drilling systems and processing equipment contracts, revenue is recognized in accordance with accounting rules relating to construction-type and production-type contracts. Under this guidance, the Company recognizes revenue on these contracts based upon completion of milestones using a units-of-completion method.  However, for certain specific types of drilling and subsea systems contracts which have different characteristics than our other contracts, we use the cost-to-cost method of accounting. Under the units-of-completion method, revenue and cost of sales are recognized once the manufacturing process is complete for each milestone included in the contract,  including customer inspection and acceptance, if required by the contract.  Under the cost-to-cost method, revenue and cost of sales are recognized in the ratio of actual costs incurred to date on the project in relation to total estimated project costs.  Both methods require the Company to make estimates regarding the total costs of the project, which impacts the amount of gross margin the Company recognizes in each reporting period.  The Company routinely, and at least quarterly, reviews its estimates relating to total estimated contract profit or loss and recognizes changes in those estimates as they are determined.  Revenue associated with change orders is not included in the calculation of estimated profit on a contract until approved by the customer.  Costs associated with unapproved change orders are deferred if (i) the customer acknowledges a change has occurred and (ii) it is probable that the costs will be recoverable from the customer.  If these two conditions are not met, the costs are included in the calculation of estimated profit on the project.  Anticipated losses on contracts are recorded in full in the period in which they become evident.

Approximately 29%, 23% and 26% of the Company's revenues for the years ended December 31, 2013, 2012 and 2011, respectively, were recognized under the accounting rules for construction-type and production-type contracts.

Shipping and Handling Costs— Shipping and handling costs are reflected in the caption entitled “Cost of sales (exclusive of depreciation and amortization shown separately below)” in the accompanying Consolidated Results of Operations statements. 

Cash Equivalents and Short-Term Investments — Cash equivalents consist of highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase.  Short-term investments consist primarily of commercial paper, U.S. Treasury securities, U.S. non-governmental agency asset-backed securities and corporate debt obligations that have maturities of more than three months but less than one year.  All of our short-term investments are classified as available-for-sale and recorded at fair value, with unrealized holding gains and losses recorded as a component of accumulated other comprehensive income (loss).

Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of its customers to make required payments. Such allowances are based upon several factors including, but not limited to, historical experience, the length of time an invoice has been outstanding, responses from customers relating to demands for payment and the current and projected financial condition of specific customers. 

Inventories— Aggregate inventories are carried at cost or, if lower, net realizable value. On the basis of current costs, 49% of inventories at December 31, 2013 and 53% at December 31, 2012 are carried on the last-in, first-out (LIFO) method. For these locations, the use of LIFO results in a better matching of costs and revenues. The remaining inventories, which are generally located outside the United States and Canada, are carried on the first-in, first-out (FIFO) method. The Company provides a reserve for estimated inventory obsolescence or excess quantities on hand equal to the difference between the cost of the inventory and its estimated realizable value.

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Plant and Equipment— Property, plant and equipment, both owned and under capital lease, are carried at cost. Maintenance and repair costs are expensed as incurred. The cost of renewals, replacements and betterments is capitalized. The Company capitalizes software developed or obtained for internal use. Accordingly, the cost of third-party software, as well as the cost of third-party and internal personnel that are directly involved in application development activities, are capitalized during the application development phase of new software systems projects. Costs during the preliminary project stage and post-implementation stage of new software systems projects, including data conversion and training costs, are expensed as incurred. Depreciation and amortization is provided over the estimated useful lives of the related assets, or in the case of assets under capital leases, over the related lease term, if less, using the straight-line method. The estimated useful lives of the major classes of property, plant and equipment are as follows:

	Estimated Useful Lives
Buildings and leasehold improvements	10-40 years
Machinery, equipment and tooling	3-18 years
Office furniture, software and other	3-10 years

Goodwill and Intangible Assets — Cameron allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities, based on their estimated fair values.  The Company will also typically allocate a portion of the purchase price to certain identifiable intangible assets, such as noncompete agreements, trademarks, trade names, patents, technology, customer relationships and backlog using various widely accepted valuation techniques such as discounted future cash flows and the relief-from-royalty and excess earnings methods.  Each of these methods involves level 3 unobservable market inputs.  Any remaining excess of cost over allocated fair values is recorded as goodwill.  On many larger acquisitions, Cameron will engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets.  Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, royalty rates for use of assets, economic lives and the selection of a discount rate.

The Company reviews the carrying value of goodwill in accordance with accounting rules on impairment of goodwill, which require that the Company estimate the fair value of each of its reporting units annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment of goodwill is required.  Generally, this review is conducted during the first quarter of each annual period.  The estimated fair value of each reporting unit for the 2013, 2012 and 2011 evaluations was determined using discounted future expected cash flows (level 3 unobservable inputs) consistent with the accounting guidance for fair-value measurements. Certain estimates and judgments are required in the application of the fair value models, including, but not limited to, estimates of future cash flows and the selection of a discount rate.  At December 31, 2013, the Company’s reporting units for goodwill impairment evaluation purposes were the Drilling, Surface and OneSubsea businesses of the DPS segment, the Engineered Valves, Distributed Valves, Process Valves, Measurement Systems divisions and the Aftermarket Services business of the V&M segment and the Process Systems & Reciprocating Compression, Custom Process Systems and Centrifugal Compression divisions of the PCS segment.  See Note 20 of the Notes to Consolidated Financial Statements for further information regarding the Reciprocating Compression and Centrifugal Compression businesses.

The Company’s intangible assets, excluding goodwill, represent purchased patents, trademarks, customer relationships and other identifiable intangible assets. The majority of intangible assets are amortized on a straight-line basis over the years expected to be benefited, generally ranging from 5 to 28 years. Such intangibles are tested for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable. As many areas of the Company’s business rely on patents and proprietary technology, it has followed a policy of seeking patent protection both inside and outside the United States for products and methods that appear to have commercial significance. The costs of developing any intangibles internally, as well as costs of defending such intangibles, are expensed as incurred. No material impairment of intangible assets was required during the years ended December 31, 2013, 2012 or 2011, except as reflected in Note 3 of the Notes to Consolidated Financial Statements.

Long-Lived Assets — In accordance with accounting rules for the impairment or disposal of long-lived assets, such assets, excluding goodwill and indefinite-lived intangibles, to be held and used by the Company are reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases its evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. Assets are classified as held for sale when the Company has a plan, approved by the appropriate levels of management,  for disposal of such assets and those assets are stated at the lower of carrying value as estimated fair value less estimated costs to sell.  No material impairment of long-lived assets was required during the years ended December 31, 2013, 2012 or 2011.

Product Warranty— Estimated warranty costs are accrued either at the time of sale based upon historical experience or, in some cases, when specific warranty problems are encountered. Adjustments to the recorded liability are made periodically to reflect actual experience. 

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Contingencies — The Company accrues for costs relating to litigation, including litigation defense costs, claims, assessments and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties, amounts specified by contract, amounts designated by legal statute or management’s judgment, as appropriate. Revisions to contingent liability reserves are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. 

Income Taxes— The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Income tax expense includes U.S. and foreign income taxes, including U.S. federal taxes on undistributed earnings of foreign subsidiaries to the extent such earnings are planned to be remitted. Taxes are not provided on the translation component of comprehensive income since the effect of translation is not considered to modify the amount of the earnings that are planned to be remitted. 

The Company accounts for uncertainties in its income tax positions in accordance with income tax accounting rules.  Interest related to accruals for uncertain tax positions is reflected as a component of interest expense in the Consolidated Results of Operations statement. Penalties on a tax position taken by the Company are reflected as a component of income tax expense in the Consolidated Results of Operations statement. See Note 12 of the Notes to Consolidated Financial Statements for further discussion of the Company’s income taxes.

Environmental Remediation and Compliance — Environmental remediation and postremediation monitoring costs are accrued when such obligations become probable and reasonably estimable. Such future expenditures are not discounted to their present value. 

Pension and Postretirement Benefits Accounting— The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans in its Consolidated Balance Sheets.  The measurement date for all of the Company’s plans was December 31, 2013.  See Note 8 of the Notes to Consolidated Financial Statements for further information.

Stock-Based Compensation— At December 31, 2013, the Company had grants outstanding under various stock-based employee compensation plans, which are described in further detail in Note 9 of the Notes to Consolidated Financial Statements. Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by accounting rules on stock compensation. Under this guidance, the fair value of stock option grants and restricted stock unit awards is amortized to expense using the straight-line method over the shorter of the vesting period or the remaining employee service period. 

Derivative Financial Instruments— Consistent with accounting guidance for derivative instruments and hedging activities, the Company recognizes all derivative financial instruments as assets and liabilities on a gross basis and measures them at fair value.  Hedge accounting is only applied when the derivative is deemed highly effective at offsetting changes in anticipated cash flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other elements of comprehensive income (loss) until the underlying transactions are recognized in earnings, at which time any deferred hedging gains or losses are reclassified to earnings in the same income statement caption as impacted by the hedged item. Any ineffective portion of the change in the fair value of a derivative used as a cash flow hedge is recorded in earnings as incurred. The amounts recorded in earnings from ineffectiveness for the years ended December 31, 2013, 2012 and 2011 have not been material. The Company may at times also use forward or option contracts to hedge certain other foreign currency exposures. These contracts are not designated as hedges under the accounting guidance described above.  Therefore, the changes in fair value of these contracts are recognized in earnings as they occur and offset gains or losses on the related exposures. 

The Company may also periodically use interest rate swaps to modify the interest characteristics of some or all of its fixed or floating rate debt.  As these interest rate swaps are generally not designated as hedges, changes in the fair value of these derivatives are recognized as an adjustment to interest expense as they occur.

Foreign Currency — For most subsidiaries and branches outside the U.S., the local currency is the functional currency.  The financial statements of these subsidiaries and branches are translated into U.S. dollars as follows: (i) assets and liabilities at year-end exchange rates; (ii) income, expenses and cash flows at monthly average exchange rates or exchange rates in effect on the date of the transaction; and (iii) stockholders’ equity at historical exchange rates. For those subsidiaries where the local currency is the functional currency, the resulting translation adjustment is recorded as a component of accumulated other elements of comprehensive income (loss) in the accompanying Consolidated Balance Sheets. 

For certain other subsidiaries and branches, operations are conducted primarily in currencies other than the local currencies, which are therefore the functional currency. Non-functional currency monetary assets and liabilities are remeasured at ending exchange rates. Revenue, expense and gain and loss accounts of these foreign subsidiaries and branches are remeasured at average exchange rates or exchange rates in effect on the date of the transaction. Non-functional currency non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are remeasured at historical rates. 

Foreign currency gains and losses arising from monetary transactions denominated in a currency other than the functional currency of the entity involved are included in income. The effects of foreign currency transactions were a gain of $0.2 million for the year ended December 31, 2013, a loss of $12.4 million for the year ended December 31, 2012 and a loss of $10.9 million for the year ended December 31, 2011.

Reclassifications and Revisions — Certain prior year amounts have been reclassified to conform to the current year presentation.

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Note 2: Acquisitions and OneSubsea™

During the third quarter of 2013, the Company’s Distributed Valves division of the V&M segment acquired Douglas Chero, an Italian valve manufacturer, for $19.8 million, net of cash acquired.  The acquisition was made to support the Company’s international growth strategy by expanding its downstream industrial valve offerings.  Douglas Chero’s results of operations have been included in the V&M segment since the date of acquisition.

As a result of the timing of the purchase of Douglas Chero, the purchase price allocation for this business was based upon preliminary estimates and assumptions which are subject to change upon the receipt of additional information required to finalize the valuation.  The primary areas which have not yet been finalized relate to inventory, property, plant and equipment, identifiable intangible assets, goodwill, certain preacquisition contingencies and related adjustments to deferred income taxes.  The final valuation for Douglas Chero will be completed as soon as possible, but no later than one year from the acquisition date.

OneSubsea — On June 30, 2013, Cameron and Schlumberger Limited completed the formation of OneSubsea, a venture established to manufacture and develop products, systems and services for the subsea oil and gas market.  Cameron contributed its existing subsea business unit and received $600 million from Schlumberger, while Schlumberger contributed its Framo, Surveillance, Flow Assurance and Power and Controls businesses.  As 60% owner, Cameron is managing the venture, consolidating it in its Drilling & Production Systems (DPS) segment and reflecting a noncontrolling interest in its financial statements for Schlumberger’s 40% interest in the venture.

The table below shows the final purchase price allocation for the assets received from Schlumberger and the recording of Schlumberger’s cash payment to Cameron and its related noncontrolling interest in OneSubsea (in millions):

	Dr. (Cr.)
Cash, including cash acquired	$	603.0
Receivables		241.6
Inventory		32.4
Other current assets		3.4
Plant and equipment		31.8
Goodwill		1,011.4
Intangibles:
Customer relationships		350.0
Patents and technology		220.0
Other		20.0
Other non-current assets		10.6
Accounts payable and accrued liabilities		(213.5	)
Accrued income taxes		(80.4	)
Deferred income taxes		(168.3	)
Other long-term liabilities		(52.5	)
Capital in excess of par value		(1,083.0	)
Noncontrolling interests		(926.5	)
	$	–

Under the purchase method of accounting, the assets and liabilities of the Schlumberger businesses contributed to OneSubsea have been reflected at their estimated fair values at June 30, 2013.  The excess of the fair value of the businesses contributed by Schlumberger over the net tangible and identifiable intangible assets of those businesses was recorded as goodwill.  The OneSubsea goodwill is not deductible for tax purposes.

Identifiable intangible assets, the values for which were finalized subsequent to the initial purchase price allocation in June 2013, consisted primarily of customer relationships, developed technology and backlog (included in other).  Customer relationships and backlog represent the fair value of existing contracts and the underlying customer relationships.  Developed technology includes intellectual property and know-how associated with the acquired subsea processing, meters and other businesses.  The Company uses the straight-line method for amortization of intangible assets over their estimated period of economic benefit, which is estimated to be 28 years for customer relationships, 20 years for developed technology and 18 months for backlog.

Due to Cameron maintaining control of OneSubsea, the contribution of Cameron’s existing subsea business unit into the venture was recorded at historical cost and the issuance of a 40% interest in the venture to Schlumberger was reflected as an adjustment to Cameron’s paid in capital in accordance with accounting rules governing decreases in a parent’s ownership interest in a subsidiary without loss of control.  Accordingly, the direct income tax consequences, consisting of a current amount of income taxes payable and deferred income taxes, were also reflected as an adjustment to paid in capital.

Beginning with the third quarter of 2013, Cameron is now reflecting the results of operations and the related tax effects of OneSubsea attributable to its stockholders in its consolidated results, as well as the portion of the results attributable to the stockholders of the noncontrolling interest.

2012 Acquisitions — During the fourth quarter of 2012, the Company spent $39.7 million, net of cash acquired, on two acquisitions, CairnToul Well Equipment Services Limited and ICI Artificial Lift, Inc. both of which are intended to enhance the product and service offerings of its Surface Systems business in the DPS segment.

On June 6, 2012, the Company closed on its purchase of the drilling equipment business of TTS Energy Division from TTS Group ASA, a Norwegian company (“TTS”), for a cash payment of $248.1 million, net of cash acquired, subject to certain post-closing adjustments.  TTS provides high performance drilling equipment, rig packages and rig solutions for both onshore and offshore rigs to the international energy industry and its financial results have been included in the DPS segment since the date of acquisition.

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During the first quarter of 2012, the Company acquired 100% of the outstanding stock of Elco Filtration and Testing, Inc. (“Elco”), for a total purchase price of $61.5 million, net of cash acquired.  Elco was purchased to strengthen the Company’s wellhead product and service offerings and has been included in the DPS segment since the date of acquisition.

Approximately $249.6 million of goodwill was recorded as a result of the 2012 acquisitions, nearly $27.8 million of which is deductible for tax purposes.

2011 Acquisitions― On October 24, 2011, the Company closed on the acquisition of LeTourneau Technologies Drilling Systems, Inc., a wholly-owned subsidiary of Joy Global Inc., for $374.4 million, net of cash acquired.  LeTourneau provides drilling equipment as well as rig designs and components for both the land and offshore rig markets and its results of operations are included in the Company’s DPS segment.

During 2011, the Company also acquired the stock of four other businesses for a total cash purchase price, net of cash acquired, of $46.9 million.  Vescon Equipamentos Industriais Ltda. was acquired to strengthen the Company’s surface product offerings in the Brazilian market and has been included in the DPS segment since the date of acquisition.  The remaining interest in Scomi Energy Sdn Bhd., previously a Cameron joint venture company, was acquired in order to strengthen the Company’s process systems offerings in the Malaysian market.  TS-Technology AS, a Norwegian company, was acquired to enhance the Company’s water treatment technology offerings.  Industrial Machine and Fabrication (“IMF”) was acquired to enhance the Company’s rotating compression aftermarket offerings.  The results of these businesses are included in the PCS segment.

Note 3: Other Costs

Other costs consisted of the following:

	Year Ended December 31,
(dollars in millions)	2013		2012			2011
OneSubsea formation and integration costs	$	51.8	$	2.7		$	–
Currency devaluation		9.5		–			–
Acquisition integration costs		8.0		13.2			–
Impairment of intangibles		–		17.6			–
International pension settlement costs		–		6.6			–
Indemnity settlement with BP Exploration and Production Inc.		–		–			82.5
BOP and insurance litigation costs		3.0		2.5			60.7
Costs associated with retiring the Company’s 2.5% convertible debentures		–		–			14.5
Mark-to-market impact on currency derivatives not designated as accountinghedges		1.1		(15.7	)		9.3
Severance, restructuring and other costs		19.3		6.6			10.4
Total other costs	$	92.7	$	33.5		$	177.4

Acquisition integration costs consist of costs incurred for the integration of the operations of certain newly acquired businesses with the existing operations of the Company, largely reflecting the costs associated with converting legacy systems to the Company’s SAP information systems.

Note 4: Receivables 

Receivables consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Trade receivables	$	2,621.5		$	1,823.2
Other receivables		118.5			151.4
Allowance for doubtful accounts		(20.9	)		(7.9	)
Total receivables	$	2,719.1		$	1,966.7

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Note 5: Inventories 

Inventories consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Raw materials	$	237.7		$	237.9
Work-in-process		894.4			902.1
Finished goods, including parts and subassemblies		2,207.8			1,797.9
Other		21.5			14.3
		3,361.4			2,952.2
Excess of current standard costs over LIFO costs		(120.0	)		(122.0	)
Allowance for obsolete and excess inventory		(109.0	)		(89.0	)
Total inventories	$	3,132.4		$	2,741.2

Note 6: Plant and Equipment, Goodwill and Intangibles 

Plant and equipment consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Land and land improvements	$	132.2		$	100.0
Buildings		743.7			610.5
Machinery and equipment		1,661.6			1,387.5
Tooling, dies, patterns, etc.		208.5			205.3
Office furniture & equipment		210.4			177.1
Capitalized software		348.2			288.3
Assets under capital leases		106.7			102.5
Construction in progress		230.5			251.6
All other		28.3			33.1
		3,670.1			3,155.9
Accumulated depreciation		(1,633.2	)		(1,390.8	)
Total plant and equipment, net	$	2,036.9		$	1,765.1

Changes in goodwill during 2013 were as follows:

(dollars in millions)	DPS				V&M		PCS		Total
Balance at December 31, 2012	$	744.4		$	318.8		$	860.7	$	1,923.9
Current year acquisitions		1,011.4			2.9			–		1,014.3
Translation and other		(10.6	)		(4.1	)		1.3		(13.4	)
Balance at December 31, 2013	$	1,745.2		$	317.6		$	862.0	$	2,924.8

 Intangibles consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Customer relationships	$	519.2		$	136.3
Patents and technology		425.4			198.0
Trademarks		69.3			71.6
Noncompete agreements, engineering drawings and other		103.0			87.0
		1,116.9			492.9
Accumulated amortization		(213.2	)		(157.1	)
Total intangibles, net	$	903.7		$	335.8

Amortization expense associated with the Company’s amortizable intangibles recorded as of December 31, 2013 is expected to approximate $76.9 million, $59.7 million, $51.9 million, $51.0 million and $48.7 million for the years ending December 31, 2014, 2015, 2016, 2017 and 2018, respectively.

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Note 7: Accounts Payable and Accrued Liabilities 

Accounts payable and accrued liabilities consisted of the following:

	December 31,
(dollars in millions)	2013		2012
Trade accounts payable and accruals	$	1,184.4	$	925.1
Advances from customers		1,675.8		1,320.1
Other accruals		1,023.2		800.5
Total accounts payable and accrued liabilities	$	3,883.4	$	3,045.7

Activity during the year associated with the Company’s product warranty accruals was as follows (dollars in millions): 

Balance December 31, 2012		Warranty Provisions		Acquisitions		Charges Against Accrual			Translation and Other		Balance December 31, 2013
$	67.6	$	42.7	$	1.3	$	(66.1	)	$	0.1	$	45.6

Note 8: Employee Benefit Plans 

As of December 31, 2013, the Company sponsored separate defined benefit pension plans for employees of certain of its international subsidiaries, as well as several unfunded defined benefit arrangements for various other employee groups. The defined benefit pension plan covering employees in the United Kingdom was frozen to new entrants effective June 14, 1996. 

Certain of the Company’s employees also participate in various employee welfare benefit plans, including medical, dental and prescriptions. Additionally, certain retirees based in the United States receive retiree medical, prescription and life insurance benefits. All of the welfare benefit plans, including those providing postretirement benefits, are unfunded.

Total net benefit plan expense (income) associated with the Company’s defined benefit pension and postretirement benefit plans consisted of the following:

	Pension Benefits									Postretirement Benefits
(dollars in millions)	2013			2012			2011			2013			2012			2011
Service cost	$	9.9		$	2.9		$	3.1		$	–		$	−		$	−
Interest cost		17.2			14.9			15.9			0.3			0.5			0.6
Expected return on plan assets		(21.7	)		(17.9	)		(18.2	)					−			−
Amortization of prior service credits		(1.6	)		(0.2	)		–			(1.1	)		(1.3	)		(1.3	)
Amortization of losses (gains)		7.9			5.9			5.8			(1.0	)		(0.9	)		(0.9	)
Settlement loss		–			4.5			–			–			–			–
Other		–			1.5			0.3			−			−			−
Total net benefit plan expense (income)	$	11.7		$	11.6		$	6.9		$	(1.8	)	$	(1.7	)	$	(1.6	)

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Included in accumulated other elements of comprehensive income (loss) at December 31, 2013 and 2012 are the following amounts that have not yet been recognized in net periodic benefit plan cost, as well as the amounts that are expected to be recognized in net periodic benefit plan cost during the year ending December 31, 2014:

	December 31, 2013						December 31, 2012						Year Ending December 31, 2014
(dollars in millions)	Before Tax			After Tax			Before Tax			After Tax			Expected Amortization
Pension benefits:
Prior service credits	$	21.7		$	17.4		$	0.5		$	0.4		$	(2.5	)
Actuarial losses, net		(118.6	)		(94.3	)		(125.6	)		(95.2	)		9.0
Postretirement benefits:
Prior service credits		3.1			2.0			4.3			2.7			(0.8	)
Actuarial gains		9.0			5.7			8.7			5.5			(1.1	)
	$	(84.8	)	$	(69.2	)	$	(112.1	)	$	(86.6	)	$	4.6

The change in the projected benefit obligation associated with the Company’s defined benefit pension plans and the change in the accumulated benefit obligation associated with the Company’s postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2013			2012			2013			2012
Benefit obligation at beginning of year	$	387.0		$	297.1		$	12.6		$	14.1
Service cost		9.9			2.9			−			−
Interest cost		17.2			14.9			0.3			0.5
Plan participants’ contributions		1.0			0.8			−			−
Actuarial losses (gains)		12.0			43.9			(1.2	)		(0.9	)
Exchange rate changes		5.1			13.9			−			−
Benefits and expenses paid from plan assets		(14.5	)		(9.2	)		(1.2	)		(1.2	)
Plan amendments		(21.6	)		–						0.1
Acquisitions		67.3			–			–			–
Settlements		–			(14.7	)		–			–
Other		25.1			37.4			−			−
Benefit obligation at end of year	$	488.5		$	387.0		$	10.5		$	12.6

The total accumulated benefit obligation for the Company’s defined benefit pension plans was $434.5 million and $331.2 million at December 31, 2013 and 2012, respectively.

The change in the plan assets associated with the Company’s defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2013			2012			2013			2012
Fair value of plan assets at beginning of year	$	317.7		$	275.9		$	–		$	−
Actual return on plan assets		41.1			23.3			−			−
Company contributions		13.6			12.3			1.2			1.2
Plan participants’ contributions		1.0			0.8			−			−
Exchange rate changes		6.2			12.7			−			−
Benefits and expenses paid from plan assets		(14.5	)		(9.2	)		(1.2	)		(1.2	)
Acquisitions		46.3			–			–			–
Settlements		–			(14.7	)		–			–
Other		21.0			16.6			−			−
Fair value of plan assets at end of year	$	432.4		$	317.7		$	−		$	−

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The status of the Company’s underfunded defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
	December 31,						December 31,
(dollars in millions)	2013			2012			2013			2012
Current	$	(1.1	)	$	(0.9	)	$	(1.5	)	$	(1.6	)
Non-current		(55.0	)		(68.4	)		(9.0	)		(11.0	)
Underfunded status at end of year	$	(56.1	)	$	(69.3	)	$	(10.5	)	$	(12.6	)

Actual asset investment allocations for the Company’s main defined benefit pension plan in the United Kingdom, which accounts for approximately 78% of total plan assets, were as follows:

	2013			2012			2011
U.K. plan:
Equity securities		60	%		54	%		53	%
Fixed income debt securities, cash and other		40	%		46	%		47	%

In each jurisdiction, the investment of plan assets is overseen by a plan asset committee whose members act as trustees of the plan and set investment policy. For the years ended December 31, 2013, 2012 and 2011, the investment strategy has been designed to approximate the performance of market indexes. The Company’s targeted allocation for the U.K. plan for 2014 and beyond is approximately 55% in equities, 40% in fixed income debt securities and 5% in real estate and other.

During 2013, the Company made contributions totaling approximately $13.6 million to the assets of its various defined benefit pension plans. Contributions to plan assets for 2014 are currently expected to approximate $21.6 million assuming no change in the current discount rate or expected investment earnings.

The assets of the Company’s pension plans are generally invested in cash and cash equivalents as well as debt and equity securities or mutual funds, which are valued based on quoted market prices for an individual asset (level 1 market inputs) or mutual fund unit values, which are based on the fair values of the individual securities that the fund has invested in (level 2 observable market inputs).  A certain portion of the assets are invested in insurance contracts, real estate and other investments, which are valued based on level 3 unobservable inputs.

The fair values of the Company’s pension plan assets by asset category at December 31, 2013 and 2012 were as follows:

	Fair Value Based on Quoted Prices in Active Markets for Identical  Assets (Level 1)				Fair Value Based on  Significant Other  Observable Inputs  (Level 2)				Fair Value Based on Significant  Unobservable Inputs (Level 3)				Total
(dollars in millions)	2013		2012		2013		2012		2013		2012		2013		2012
Cash and cash equivalents	$	1.6	$	1.6	$	–	$	–	$	–	$	–	$	1.6	$	1.6
Equity securities:
U.S. equities		–		–		83.0		65.5		–		–		83.0		65.5
Non-U.S. equities		–		–		125.4		98.1		–		–		125.4		98.1
Bonds:
Non-U.S. government bonds		–		–		92.0		30.1		–		–		92.0		30.1
Non-U.S. corporate bonds		–		–		25.7		94.1		–		–		25.7		94.1
Alternative investments:
Insurance contracts		–		–		–		–		90.6		15.6		90.6		15.6
Real estate and other		–		–		–		–		14.1		12.7		14.1		12.7
Total assets	$	1.6	$	1.6	$	326.1	$	287.8	$	104.7	$	28.3	$	432.4	$	317.7

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Changes in the fair value of pension plan assets determined based on level 3 unobservable inputs were as follows:

	Year Ended December 31,
(dollars in millions)	2013			2012
Balance at beginning of the year	$	28.3		$	19.7
Purchases/sales, net		7.2			7.7
Other plan additions		67.5			–
Actual return on plan assets		3.1			0.2
Currency impact		(1.4	)		0.7
Balance at end of the year	$	104.7		$	28.3

The weighted-average assumptions associated with the Company’s defined benefit pension and postretirement benefit plans were as follows:

	Pension Benefits						Postretirement Benefits
	2013			2012			2013			2012
Assumptions related to net benefit costs:
U.S. plans:
Discount rate		2.75	%		3.5	%		2.75	%		3.5	%
Measurement date	1/1/2013			1/1/2012			1/1/2013			1/1/2012
Foreign plans:
Discount rate		2.25-6.75	%		5.0-5.75	%		–			–
Expected return on plan assets		3.50-6.75	%		4.75-6.5	%		–			–
Rate of compensation increase		3.0-4.5	%		3.0-4.25	%		–			–
Measurement date	1/1/2013			1/1/2012				–			–
Assumptions related to end-of-period benefit obligations:
U.S. plans:
Discount rate		3.75	%		2.75	%		3.75	%		2.75	%
Health care cost trend rate		–			–			7.5	%		8.0	%
Measurement date	12/31/2013			12/31/2012			12/31/13			12/31/2012
Foreign plans:
Discount rate		3.5-5.25	%		2.25-6.75	%		–			–
Rate of compensation increase		2.25-4.5	%		3.0-4.5	%		–			–
Measurement date	12/31/2013			12/31/2012				–			–

The Company’s discount rate assumptions for its U.S. postretirement benefits plan and its international defined benefit pension plans are based on the average yield of a hypothetical high quality bond portfolio with maturities that approximately match the estimated cash flow needs of the plans. 

The assumptions for expected long-term rates of return on assets are based on historical experience and estimated future investment returns, taking into consideration anticipated asset allocations, investment strategies and the views of various investment professionals. 

The rate of compensation increase assumption for international plans reflects local economic conditions and the Company’s compensation strategy in those locations.

The health care cost trend rate is assumed to decrease gradually from 7.5% to 5.0% by 2019 and remain at that level thereafter. A one-percentage-point increase or decrease in the assumed health care cost trend rate would not have a material impact on the service and interest cost components in 2013 or the postretirement benefit obligation as of December 31, 2013.

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Amounts applicable to the Company’s pension plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets were as follows:

	Projected Benefit Obligation in Excess of Plan Assets at December 31,				Accumulated Benefit Obligation in Excess of Plan Assets at December 31,
(dollars in millions)	2013		2012		2013		2012
Fair value of applicable plan assets	$	96.5	$	312.3	$	42.4	$	18.4
Projected benefit obligation of applicable plans	$	172.1	$	381.5		–		–
Accumulated benefit obligation of applicable plans		–		–	$	83.7	$	53.5

Future expected benefit payments are as follows:

(dollars in millions)	Pension Benefits		Postretirement Benefits
Year ending December 31:
2014	$	15.3	$	1.5
2015	$	16.6	$	1.4
2016	$	17.3	$	1.3
2017	$	18.1	$	1.1
2018	$	19.3	$	1.0
2019 - 2023	$	110.4	$	3.6

The Company’s United States-based employees who are not covered by a bargaining unit and certain others are also eligible to participate in the Cameron International Corporation Retirement Savings Plan. Under this plan, employees’ savings deferrals are partially matched in cash and invested at the employees’ discretion. The Company provides nondiscretionary retirement contributions to the Retirement Savings Plan on behalf of each eligible employee equal to 3% of their defined pay.  Eligible employees vest in the 3% retirement contributions plus any earnings after completing three years of service.  In addition, the Company provides an immediately vested matching contribution of up to 100% of the first 6% of pay contributed by each eligible employee.  Employees may contribute amounts in excess of 6% of their pay to the Retirement Savings Plan, subject to certain United States Internal Revenue Service limitations. The Company’s expense for the matching and retirement contribution for the years ended December 31, 2013, 2012 and 2011 amounted to $76.7 million, $69.5 million and $57.7 million, respectively. In addition, the Company provides savings or other benefit plans for employees under collective bargaining agreements and, in the case of certain international employees, as required by government mandate, which provide for, among other things, Company funding in cash based on specified formulas. Expense with respect to these various defined contribution and government-mandated plans for the years ended December 31, 2013, 2012 and 2011 amounted to $82.9 million, $60.0 million and $57.9 million, respectively.

Note 9: Stock-Based Compensation Plans 

The Company has grants outstanding under various equity compensation plans, only one of which, the 2005 Equity Incentive Plan (2005 EQIP), is currently available for future grants of equity compensation awards to employees and non-employee directors. Options granted under the Company’s equity compensation plans had an exercise price equal to the market value of the underlying common stock on the date of grant and all terms were fixed.

Stock-based compensation expense recognized was as follows:

	Year Ended December 31,
(dollars in millions)	2013		2012		2011
Outstanding restricted and deferred stock units and awards	$	40.2	$	32.6	$	25.6
Unvested outstanding stock options		13.6		12.1		11.1
Total stock-based compensation expense	$	53.8	$	44.7	$	36.7

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The total income statement tax benefit recognized from stock-based compensation arrangements during the years ended December 31, 2013, 2012 and 2011  totaled approximately $19.8 million, $16.5 million and $13.5 million, respectively.

Stock options

Options with terms of seven or ten years have been granted to officers and other key employees of the Company under the 2005 EQIP plan at a fixed exercise price equal to the fair value of the Company’s common stock on the date of grant. The options generally vest in one-third increments each year on the anniversary date following the date of grant, based on continued employment.

A summary of option activity under the Company’s stock compensation plans as of and for the year ended December 31, 2013 is presented below: 

Options	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (dollars in millions)
Outstanding at January 1, 2013		4,769,643		$	42.94		5.02	$	64.5
Granted		684,232			64.97
Exercised		(1,178,359	)		37.61
Forfeited		(71,923	)		52.76
Expired		(6,500	)		15.08
Outstanding at December 31, 2013		4,197,093		$	47.92		5.63	$	52.5
Vested at December 31, 2013 or expected to vest in the future		4,186,602		$	47.88		5.62	$	52.5
Exercisable at December 31, 2013		2,875,267		$	42.42		4.05	$	49.2

	At December 31, 2013
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	12.8
Weighted-average remaining expense recognition period (in years)		1.77

The fair values per share of option grants for the years ended December 31, 2013, 2012 and 2011 were estimated using the Black-Scholes-Merton option pricing formula with the following weighted-average assumptions: 

	Year Ended December 31,
	2013			2012			2011
Expected life (in years)		3.2			3.2			2.8
Risk-free interest rate		0.67	%		0.37	%		0.38	%
Volatility		34.3	%		39.4	%		42.6	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

The Company determined the assumptions involving the expected life of its options and volatility rates based primarily on historical data and consideration of expectations for the future.

The above assumptions and market prices of the Company’s common stock at the date of option exercises resulted in the following values:

	Year Ended December 31,
	2013		2012		2011
Grant-date fair value per option	$	16.19	$	15.68	$	14.47
Intrinsic value of options exercised (dollars in millions)	$	30.9	$	33.7	$	31.5
Average intrinsic value per share of options exercised	$	26.30	$	23.39	$	26.79

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Restricted and deferred stock units and awards

Grants of restricted stock units are made to officers and other key employees. The restricted stock units granted generally provide for vesting in one-third increments each year or three-year 100% cliff vesting on the third anniversary of the date of grant, based on continued employment.

Non-employee directors are entitled to receive an annual number of deferred stock units equal to a value of $250,000 determined on the day following the Company’s annual meeting of stockholders or, if a director’s election to the Board occurs between annual meetings of stockholders, the initial grant of deferred stock units is based on a pro-rata portion of the annual grant amount equal to the remaining number of months in the board year until the next annual meeting of stockholders.  These units, which have no exercise price and no expiration date, vest in one-fourth increments quarterly over the following year but cannot be converted into common stock until the earlier of termination of Board service or three years, although Board members have the ability to voluntarily defer conversion for a longer period of time. 

A summary of restricted and deferred stock unit award activity under the Company’s stock compensation plans as of and for the year ended December 31, 2013 is presented below: 

Restricted and Deferred Stock Units	Number			Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2013		1,713,507		$	28.11
Granted		838,207			57.95
Vested		(801,364	)		56.88
Forfeited		(91,993	)		52.73
Nonvested at December 31, 2013		1,658,357		$	28.22

	At December 31, 2013
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	36.8
Weighted-average remaining expense recognition period (in years)		1.61

Information on restricted and deferred stock units granted and vesting during the three years ended December 31, 2013 follows:

	Year Ended December 31,
	2013		2012		2011
Number of units granted with performance conditions		185,992		211,244		139,191
Intrinsic value of units vesting (dollars in millions)	$	46.0	$	38.2	$	36.9
Total number of units granted		838,207		674,578		682,246
Weighted average grant date fair value per unit	$	57.95	$	50.44	$	50.67

The fair value of restricted and deferred stock units is determined based on the closing trading price of the Company’s common stock on the grant date.

At December 31, 2013, 13,742,446 shares were reserved for future grants of options, deferred stock units, restricted stock units and other awards. The Company may issue either treasury shares or newly issued shares of its common stock in satisfaction of these awards.

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Note 10: Debt

The Company’s debt obligations were as follows:

	December 31,
(dollars in millions)	2013			2012
Senior notes:
Floating rate notes due June 2, 2014	$	250.0		$	250.0
1.6% notes due April 30, 2015		250.0			250.0
1.15% notes due December 15, 2016		250.0			–
6.375% notes due July 15, 2018		450.0			450.0
4.5% notes due June 1, 2021		250.0			250.0
3.6% notes due April 30, 2022		250.0			250.0
4.0% notes due December 15, 2023		250.0			–
7.0% notes due July 15, 2038		300.0			300.0
5.95% notes due June 1, 2041		250.0			250.0
5.125% notes due December 15, 2043		250.0			–
Unamortized original issue discount		(7.0	)		(4.1	)
Other debt		56.6			19.6
Obligations under capital leases		60.2			60.7
		2,859.8			2,076.2
Current maturities		(297.0	)		(29.2	)
Long-term maturities	$	2,562.8		$	2,047.0

Senior Notes

On December 16, 2013, the Company completed the public offering of $750.0 million in aggregate principal amount of senior unsecured notes as follows:

· $250.0 million principal amount of 1.15% Senior Notes due December 15, 2016, sold at on offering price of 99.982%;

· $250.0 million principal amount of 4.0% Senior Notes due December 15, 2023, sold at on offering price of 99.641%; and

· $250.0 million principal amount of 5.125% Senior Notes due December 15, 2043, sold at on offering price of 99.092%;

Interest on the notes will be payable semiannually on June 15 and December 15 of each year, beginning on June 15, 2014.  The notes may be redeemed in whole or in part by the Company prior to maturity for an amount equal to the principal amount of the notes redeemed plus a make-whole premium as described further in the Supplemental Indenture for each respective Senior Note.  All of the Company’s senior notes rank equally with the Company’s other existing unsecured and unsubordinated debt.

Proceeds from the issuance of these notes will be used to repurchase shares of the Company’s common stock and for general corporate purposes, which may include the repayment at maturity of the Company’s floating rate notes due June 2, 2014.  The proceeds may initially be invested in short-term marketable securities or may be used to repay short-term indebtedness prior to being used for their above stated purpose.

Multicurrency Revolving Letter of Credit and Credit Facilities

The Company’s Credit Agreement dated April 14, 2008 (as amended and restated, the "Amended Credit Agreement") provides for a multi-currency borrowing capacity of $835.0 million and matures on June 6, 2016. Pursuant to the Amended Credit Agreement, Cameron may borrow funds at the London Interbank Offered Rate (LIBOR) plus a spread, which varies based on the Company’s current debt rating, and, if aggregate outstanding credit exposure exceeds one-half of the total facility amount, an additional fee will be incurred. At December 31, 2013, the Company had issued letters of credit totaling $25.4 million under this revolving credit facility, with the remaining amount of $809.6 million available for use.

The Company also has a $170.0 million three-year committed multi-currency revolving letter of credit facility with a third party bank (as amended, the "Amended Facility"). Under the Amended Facility, standby letters of credit, generally with terms of up to two years, may be issued by the bank in U.S. dollars, euros, pound sterling or other mutually agreed-upon currencies. The Amended Facility is governed by the same financial covenants as the Amended Credit Agreement and has a maturity date of February 2, 2015. At December 31, 2013, Cameron had issued letters of credit totaling $126.4 million under the Amended Facility, with the remaining amount of $43.6 million available for use.

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Other

Other debt, some of which is held by entities located in countries with high rates of inflation, has a weighted-average interest rate of 6.1% at December 31, 2013 (9.2% at December 31, 2012).

Future maturities of the Company’s debt (excluding the remaining amount of unamortized discount and capital leases) are approximately $284.1 million in 2014, $251.1 million in 2015, $271.4 million in 2016, $450.0 million in 2018 and $1.55 billion thereafter.

In addition to the above, the Company also has other unsecured and uncommitted credit facilities available to its foreign subsidiaries to fund ongoing operating activities. Certain of these facilities also include annual facility fees. 

Information on interest expensed and paid during the three years ended December 31, 2013 was as follows:

	Year Ended December 31
(dollars in millions)	2013		2012		2011
Interest expensed	$	114.5	$	104.4	$	92.4
Interest paid	$	105.1	$	96.7	$	102.8

Note 11: Leases 

The Company leases certain facilities, office space, vehicles, data processing and other equipment under capital and operating leases. Rental expenses for the years ended December 31, 2013, 2012 and 2011 were $111.1 million, $85.6 million and $74.7 million, respectively. Future minimum lease payments with respect to capital leases and operating leases with noncancelable terms in excess of one year were as follows:

	Capital			Operating
(dollars in millions)	Lease Payments			Lease Payments
Year ending December 31:
2014	$	16.6		$	105.9
2015		14.1			84.8
2016		10.4			80.8
2017		7.2			65.3
2018		3.9			51.7
Thereafter		57.7			390.7
Future minimum lease payments		109.9			779.2
Less: amount representing interest		(49.7	)		–
Lease obligations at December 31, 2013	$	60.2		$	779.2

Note 12: Income Taxes 

The components of income before income taxes were as follows: 

	Year Ended December 31,
(dollars in millions)	2013		2012		2011
U.S. operations	$	284.1	$	745.9	$	590.3
Foreign operations		668.4		192.1		60.8
Income before income taxes	$	952.5	$	938.0	$	651.1

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The provisions for income taxes were as follows: 

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Current:
U.S. federal	$	20.7		$	123.4		$	46.6
U.S. state and local		13.1			9.4			5.3
Foreign		177.1			140.1			96.4
		210.9			272.9			148.3
Deferred:
U.S. federal		31.5			(35.8	)		5.9
U.S. state and local		2.3			(2.3	)		2.1
Foreign		(16.4	)		(47.3	)		(27.1	)
		17.4			(85.4	)		(19.1	)
Income tax provision	$	228.3		$	187.5		$	129.2

The reasons for the differences between the provision for income taxes and income taxes using the U.S. federal income tax rate were as follows:

	Year Ended December 31,
	2013			2012			2011
U.S. federal statutory rate		35.00	%		35.00	%		35.00	%
State and local income taxes		1.05			0.57			1.03
Foreign statutory rate differential		(10.70	)		(9.22	)		(7.30	)
Change in valuation allowance on deferred tax assets		(1.51	)		5.92			(8.89	)
Nondeductible expenses		1.00			0.74			2.47
Net U.S. tax on foreign source income		(2.95	)		(10.92	)		(1.67	)
All other		2.11			(2.09	)		(0.80	)
Total		24.00	%		20.00	%		19.84	%
Total income taxes paid (dollars in millions)	$	329.4		$	239.5		$	121.2

Components of deferred tax assets (liabilities) were as follows:

	December 31,
(dollars in millions)	2013			2012
Deferred tax liabilities:
Plant and equipment	$	(171.0	)	$	(150.3	)
Intangible assets		(251.3	)		(106.7	)
Other		(16.0	)		(17.1	)
Total deferred tax liabilities		(438.3	)		(274.1	)
Deferred tax assets:
Inventory		20.3			5.6
Postretirement benefits other than pensions		11.7			11.7
Reserves and accruals		92.9			137.5
Net operating losses and tax credits		246.4			276.6
Pensions		15.7			25.8
Other		17.2			12.7
Total deferred tax assets		404.2			469.9
Valuation allowance		(58.9	)		(84.2	)
Net deferred tax assets (liabilities)	$	(93.0	)	$	111.6

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Changes in the Company’s accruals for unrecognized tax benefits were as follows:

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Balance at beginning of year	$	121.0		$	148.4		$	68.4
Increases in estimates for tax positions taken prior to the current year		–			–			6.6
Decreases in estimates for tax positions taken prior to the current year		–			(11.3	)		(2.4	)
Increases due to tax positions taken during the current year		3.0			–			76.1
Decreases relating to settlements with tax authorities		(19.2	)		(10.1	)		(2.3	)
Decreases resulting from the lapse of applicable statutes of limitation		–			(6.5	)		(0.1	)
Net increases (decreases) due to translation and interest		(2.2	)		0.5			2.1
Balance at end of year	$	102.6		$	121.0		$	148.4

The Company has a $6.6 million accrual for unrecognized tax benefits at December 31, 2013, for which the uncertainties surrounding the benefits are expected to be settled during the next twelve-month period as a result of the conclusion of various income tax audits or due to the expiration of the applicable statute of limitations. The Company is not currently aware of any material amounts included as unrecognized tax benefits at December 31, 2013 that, if recognized, would not impact the Company’s future effective income tax rate.

There were no material payments for interest or penalties for the years ended December 31, 2013, 2012 or 2011. Also, there were no material accruals for unpaid interest or penalties at December 31, 2013 or 2012.

The Company and its subsidiaries file income tax returns in the United States, various domestic states and localities and in many foreign jurisdictions. The earliest years’ tax returns filed by the Company that are still subject to examination by authorities in the major tax jurisdictions are as follows:

United States	United Kingdom	Canada	France	Germany	Norway	Singapore	Italy
2000	2007	2006	2010	2008	2010	2004	2007

At December 31, 2013, the Company had net operating loss and credit carryforwards in numerous jurisdictions with various expiration periods, including certain jurisdictions which have no expiration period.  Changes in the Company’s valuation allowances against these net operating loss and credit carryforwards and other deferred tax assets were as follows:

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Balance at beginning of year	$	84.2		$	29.7		$	96.2
Valuation allowances for unutilized net operating losses and excess foreign tax credits generated in the current year		10.7			35.9			–
Valuation allowances on foreign tax credits associated with a prior year		4.5			19.5			–
Reduction in valuation allowances due to utilization of prior years’ net operating losses and excess foreign tax credits		(20.3	)		–			(57.9	)
Write-off of valuation allowances and associated deferred tax assets for certain losses that have no possibility of being utilized		(18.8	)		–			(6.0	)
Effect of translation		(1.4	)		(0.9	)		(2.6	)
Balance at end of year	$	58.9		$	84.2		$	29.7

The Company has considered all available evidence in assessing the need for the valuation allowance, including future taxable income, future foreign source income, and ongoing prudent and feasible tax planning strategies. In the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the net deferred tax assets would be charged to income in the period such determination was made. 

Tax attribute carryforwards which are available for use on future income tax returns at December 31, 2013 are as follows:

(dollars in millions)	Domestic		Foreign		Expiration
Net operating losses - regular income tax	$	–	$	516.8	2014 - Indefinite
Net operating losses – state income tax	$	3.5	$	–		2016 - 2027
Foreign tax credits	$	124.1	$	–		2016 - 2022

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The tax benefit that the Company receives with respect to certain stock compensation plan transactions is credited to capital in excess of par value and does not reduce income tax expense. This benefit amounted to $9.5 million, $11.5 million and $4.9 million in 2013, 2012 and 2011, respectively. 

The Company considers all unremitted earnings of its foreign subsidiaries, except certain amounts primarily earned before 2003, certain amounts earned during 2009, certain amounts earned by NATCO, and amounts previously subjected to tax in the U.S., to be permanently reinvested. An estimate of the amounts considered permanently reinvested is $4.7 billion. It is not practical for the Company to compute the amount of additional U.S. tax that would be due on this amount. The Company has provided deferred income taxes on the earnings that the Company anticipates will be remitted.

The Company operates in jurisdictions, primarily Singapore and Malaysia, in which it has been granted tax holidays. The benefit of these holidays for 2013, 2012 and 2011 was approximately $6.5 million, $2.3 million and $2.3 million, respectively.

Note 13: Stockholders’ Equity 

Common Stock

The Company’s Board of Directors has given management the authority to purchase up to $2.4 billion of the Company’s common stock.  The Company, under this authorization, may purchase shares directly or indirectly by way of open market transactions or structured programs, including the use of derivatives, for the Company’s own account or through commercial banks or financial institutions.

Changes in the number of shares of the Company’s outstanding stock for the last three years were as follows:

	Common Stock		Treasury Stock			Shares Outstanding
Balance - December 31, 2010		263,111,472		(19,197,642	)		243,913,830
Purchase of treasury stock		–		(49,000	)		(49,000	)
Stock issued under stock compensation plans		–		1,667,245			1,667,245
Balance - December 31, 2011		263,111,472		(17,579,397	)		245,532,075
Purchase of treasury stock		–		(412,800	)		(412,800	)
Stock issued under stock compensation plans		–		1,576,861			1,576,861
Balance - December 31, 2012		263,111,472		(16,415,336	)		246,696,136
Purchase of treasury stock		–		(26,955,623	)		(26,955,623	)
Stock issued under stock compensation plans		–		1,687,795			1,687,795
Balance - December 31, 2013		263,111,472		(41,683,164	)		221,428,308

At December 31, 2013, 19,975,744 shares of unissued common stock were reserved for future issuance under various stock compensation plans.

Preferred Stock 

The Company is authorized to issue up to 10.0 million shares of preferred stock, par value of $0.1 per share.  Shares of preferred stock may be issued in one or more series of classes, each of which series or class shall have such distinctive designation or title and terms as shall be fixed by the Board of Directors of the Company prior to issuance of any shares.

Retained Earnings 

Delaware law, under which the Company is incorporated, provides that dividends may be declared by the Company’s Board of Directors from a current year’s earnings as well as from the total of capital in excess of par value plus the retained earnings, which amounted to approximately $8.0 billion at December 31, 2013.

In addition, dividends to be paid by OneSubsea to the venture partners require approval by the Board of Directors of OneSubsea.

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Note 14: Accumulated Other Elements of Comprehensive Income (Loss)

Accumulated other elements of comprehensive income (loss) comprised the following:

(dollars in millions)	Accumulated Foreign  Currency  Translation Gain (Loss)			Prior Service Credits and Net Actuarial  Losses			Accumulated  Gain (Loss) on Cash Flow Hedges			Total			Other Comprehensive  Income
Balance at December 31, 2010	$	31.5		$	(51.5	)	$	(7.1	)	$	(27.1	)
Foreign currency translation gain (loss)		(60.2	)		–			–			(60.2	)	$	(60.2	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(7.7	)		–			(7.7	)		(7.7	)
Amortization of actuarial (gains) losses, net of tax		–			3.0			–			3.0			3.0
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			(5.2	)		(5.2	)		(5.2	)
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax								6.4			6.4			6.4
Balance at December 31, 2011		(28.7	)		(56.2	)		(5.9	)		(90.8	)	$	(63.7	)
Foreign currency translation gain (loss)		74.6			–			–			74.6		$	74.6
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(33.3	)		–			(33.3	)		(33.3	)
Amortization of actuarial (gains) losses, net of tax		–			2.9			–			2.9			2.9
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			10.1			10.1			10.1
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			6.5			6.5			6.5
Balance at December 31, 2012		45.9			(86.6	)		10.7			(30.0	)	$	60.8
Foreign currency translation gain (loss)		(94.3	)		–			–			(94.3	)	$	(94.3	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			39.7			–			39.7			39.7
Amortization of actuarial (gains) losses, net of tax		–			1.9			–			1.9			1.9
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			6.5			6.5			6.5
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			(3.3	)		(3.3	)		(3.3	)
Balance of December 31, 2013	$	(48.4	)	$	(45.0	)	$	13.9		$	(79.5	)	$	(49.5	)

Note 15: Business Segments

The Company’s operations are organized into three separate business segments - DPS, V&M and PCS.

The DPS segment includes businesses that provide systems and equipment used to drill, control pressures and direct flows of oil and gas wells. Products include drilling equipment packages, blowout preventers, drilling risers, top drives, draw works, complete wellhead and Christmas tree systems for onshore and offshore applications, subsea production systems and manifolds and aftermarket parts and services.

The V&M segment includes businesses that provide valves and measurement systems primarily used to control, direct and measure the flow of oil and gas as they are moved from individual wellheads through flow lines, gathering lines and transmission systems to refineries, petrochemical plants and industrial centers for processing. Products include gate valves, ball valves, butterfly valves, Orbit^® valves, double block and bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and services as well as measurement products such as totalizers, turbine meters, flow computers, chart recorders, ultrasonic flow meters and sampling systems.

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The PCS segment includes businesses that provide oil and gas separation equipment, heaters, dehydration and desalting units, gas conditioning units, membrane separation systems, water processing systems, reciprocating and integrally geared centrifugal compression equipment and related aftermarket parts and services for the energy industry and for manufacturing companies and chemical process industries worldwide.  In early 2014, the Company entered into an agreement to sell its Reciprocating Compression business and announced its intention to explore strategic alternatives for its Centrifugal Compression business (see Note 20 of the Notes to Consolidated Financial Statements for further information).

The Company’s primary customers are oil and gas majors, national oil companies, independent producers, engineering and construction companies, drilling contractors, rental companies, geothermal energy and independent power producers, pipeline operators, major chemical, petrochemical and refining companies, natural gas processing and transmission companies, compression leasing companies, durable goods manufacturers, utilities and air separation companies.

The Company markets its equipment through a worldwide network of sales and marketing employees supported by agents and distributors in selected international locations. Due to the extremely technical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.

The Company expenses all research and product development and enhancement costs as incurred, or if incurred in connection with a product ordered by a customer, when the revenue associated with the product is recognized. For the years ended December 31, 2013, 2012 and 2011, the Company incurred research and product development costs, including costs incurred on projects designed to enhance or add to its existing product offerings, totaling approximately $83.1 million, $62.7 million and $60.6 million, respectively. DPS accounted for 73%, 67% and 59% of each respective year’s total costs.

Summary financial data by segment follows: 

	Year Ended December 31, 2013
(dollars in millions)	DPS			V&M	PCS		Corporate & Other			Consolidated
Revenues	$	6,287.5	$	2,085.7	$	1,465.2	$	–		$	9,838.4
Depreciation and amortization	$	207.2	$	39.6	$	36.1	$	31.6		$	314.5
Interest, net	$	–	$	–	$	–	$	100.2		$	100.2
Income (loss) before income taxes	$	822.6	$	424.2	$	142.8	$	(437.1	)	$	952.5
Capital expenditures	$	330.2	$	57.9	$	30.4	$	101.5		$	520.0
Total assets	$	9,945.4	$	1,809.8	$	2,461.4	$	31.9		$	14,248.5

	Year Ended December 31, 2012
(dollars in millions)	DPS			V&M	PCS		Corporate & Other			Consolidated
Revenues	$	4,871.3	$	2,142.2	$	1,488.6	$	−		$	8,502.1
Depreciation and amortization	$	149.9	$	41.4	$	36.9	$	26.5		$	254.7
Interest, net	$	–	$	−	$	–	$	90.4		$	90.4
Income (loss) before income taxes	$	712.3	$	425.8	$	147.1	$	(347.2	)	$	938.0
Capital expenditures	$	300.0	$	29.9	$	28.5	$	68.8		$	427.2
Total assets	$	6,005.1	$	1,773.0	$	2,576.9	$	803.2		$	11,158.2

	Year Ended December 31, 2011
(dollars in millions)	DPS			V&M	PCS		Corporate & Other			Consolidated
Revenues	$	4,061.5	$	1,663.0	$	1,234.5	$	–		$	6,959.0
Depreciation and amortization	$	111.4	$	40.3	$	37.9	$	17.0		$	206.6
Interest, net	$	–	$	–	$	–	$	84.0		$	84.0
Income (loss) before income taxes	$	685.6	$	294.1	$	116.0	$	(444.6	)	$	651.1
Capital expenditures	$	255.6	$	34.8	$	21.6	$	76.1		$	388.1
Total assets	$	4,784.5	$	1,524.6	$	2,101.9	$	950.7		$	9,361.7

For internal management reporting, and therefore in the above segment information, Corporate and Other includes expenses associated with the Company’s Corporate office, as well as all of the Company’s interest income, interest expense, certain litigation expense managed by the Company’s General Counsel, foreign currency gains and losses from certain derivative and intercompany lending activities managed by the Company’s centralized Treasury function, all of the Company’s pension settlement costs, asset impairment and restructuring expense, acquisition-related costs and all stock compensation expense of Cameron employees. Consolidated interest income and expense are treated as a Corporate item because cash equivalents, short-term investments and debt, including location, type, currency, etc., are managed on a worldwide basis by the Corporate Treasury Department. In addition, income taxes are managed on a worldwide basis by the Corporate Tax Department and are therefore treated as a corporate item. 

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Revenue by shipping location and long-lived assets by country were as follows: 

	Year Ended December 31,
(dollars in millions)	2013		2012		2011
Revenues:
United States	$	4,842.0	$	4,670.5	$	3,868.2
United Kingdom		824.8		616.0		741.2
Other foreign countries		4,171.6		3,215.6		2,349.6
Total revenues	$	9,838.4	$	8,502.1	$	6,959.0

	December 31,
(dollars in millions)	2013		2012		2011
Long-lived assets:
United States	$	2,670.2	$	2,531.7	$	2,411.8
United Kingdom		196.7		170.2		167.4
Other foreign countries		2,998.5		1,322.9		845.4
Total long-lived assets	$	5,865.4	$	4,024.8	$	3,424.6

Note 16: Earnings Per Share

The calculation of basic and diluted earnings per share for each period presented was as follows: 

	Year Ended December 31,
(amounts in millions, except per share data)	2013		2012		2011
Net income attributable to Cameron	$	699.2	$	750.5	$	521.9
Average shares outstanding (basic)		242.0		246.4		245.0
Common stock equivalents		1.5		1.7		2.1
Incremental shares from assumed conversion of convertible debentures		–		–		2.1
Shares utilized in diluted earnings per share calculation		243.5		248.1		249.2
Earnings per share attributable to Cameron stockholders:
Basic	$	2.89	$	3.05	$	2.13
Diluted	$	2.87	$	3.02	$	2.09

The Company’s 2.5% Convertible Debentures were included in the calculation of diluted earnings per share for the year ended December 31, 2011, since the average price of the Company’s common stock exceeded the conversion price of the debentures during a portion of the year.  These debentures were converted or repurchased by the Company during 2011.

Note 17: Summary of Non-cash Operating, Investing and Financing Activities

The effect on net assets of non-cash operating, investing and financing activities was as follows:

(dollars in millions)	2013		2012			2011
Impact on net assets of indemnity settlement with BP Exploration and Production, Inc.	$	–	$	–		$	(82.5	)
Tax benefit of stock compensation plan transactions	$	9.5	$	11.5		$	4.9
Change in fair value of derivatives accounted for as cash flow hedges, net of tax	$	13.8	$	10.1		$	(5.2	)
Actuarial gain (loss), net, related to defined benefit pension and postretirement benefit plans	$	13.6	$	(33.3	)	$	(7.7	)

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Note 18: Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments

Off-Balance Sheet Risk and Guarantees

At December 31, 2013, the Company was contingently liable with respect to approximately $1,124.8 million of bank guarantees and standby letters of credit issued on its behalf by major domestic and international financial institutions in connection with the delivery, installation and performance of the Company’s products under contract with customers throughout the world. The Company was also liable to these financial institutions for financial letters of credit and other guarantees issued on its behalf totaling nearly $21.1 million, which provide security to third parties relating to the Company’s ability to meet specified financial obligations, including payment of leases, customs duties, insurance and other matters. Additionally, the Company was liable for approximately $23.9 million of insurance bonds at December 31, 2013 relating to the requirements in certain foreign jurisdictions where the Company does business that the Company hold insurance bonds rather than bank guarantees.

The Company’s other off-balance sheet risks were not material at December 31, 2013.

Concentrations of Credit Risk and Major Customers

Apart from its normal exposure to its customers, who are predominantly in the energy industry, the Company had no significant concentrations of credit risk at December 31, 2013. The Company typically does not require collateral for its customer trade receivables but does often obtain letters of credit from third party banks as security for future payment on certain large product shipments.  Allowances for doubtful accounts are recorded for estimated losses that may result from the inability of customers to make required payments.  See Note 4 of the Notes to Consolidated Financial Statements for additional information.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, trade receivables, trade payables, derivative instruments and debt instruments. The book values of trade receivables, trade payables and floating-rate debt instruments are considered to be representative of their respective fair values.

Following is a summary of the Company’s financial instruments which have been valued at fair value in the Company’s Consolidated Balance Sheets at December 31, 2013 and 2012:

	Fair Value Based on Quoted Prices in Active  Markets for Identical Assets (Level 1)				Fair Value Based on  Significant Other  Observable Inputs (Level 2)				Total
(dollars in millions)	2013		2012		2013		2012		2013		2012
Cash and cash equivalents:
Cash	$	617.8	$	447.1	$	–	$	–	$	617.8	$	447.1
Certificates of deposit		–		0.2		–		–		–		0.2
Money market funds		1,172.4		429.1		–		–		1,172.4		429.1
Commercial paper		–		–		3.9		202.7		3.9		202.7
U.S. treasury securities		–		17.6		–		–		–		17.6
U.S. non-governmental agency asset-backed securities		–		–				41.4		–		41.4
U.S. corporate obligations		–		18.9		–		–		–		18.9
Non-U.S. bank and other obligations		18.8		28.8		–		–		18.8		28.8
Short-term investments:
Commercial paper		–		–				253.9		–		253.9
Certificates of deposit		–		3.0		–		–		–		3.0
U.S. Treasury securities		41.0		64.5		–		–		41.0		64.5
U.S. non-governmental agency asset-backed securities		–		–				99.5		–		99.5
U.S. corporate obligations		–		96.1		–		–		–		96.1
Non-qualified plan assets:
Money market funds		1.0		1.1		–		–		1.0		1.1
Domestic bond funds		2.9		2.4		–		–		2.9		2.4
International bond fund		0.3		0.1		–		–		0.3		0.1
Domestic equity funds		5.5		3.6		–		–		5.5		3.6
International equity funds		2.7		2.1		–		–		2.7		2.1
Blended equity funds		3.8		2.6		–		–		3.8		2.6
Common stock		2.3		2.1		–		–		2.3		2.1
Derivatives, net asset (liability):
Foreign currency contracts		–		–		19.0		19.9		19.0		19.9
	$	1,868.5	$	1,119.3	$	22.9	$	617.4	$	1,891.4	$	1,736.7

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Fair values for financial instruments utilizing level 2 inputs were determined from information obtained from third party pricing sources, broker quotes, calculations involving the use of market indices or mutual fund unit values determined based upon the valuation of the funds’ underlying assets.

At December 31, 2013, the fair value of the Company’s fixed-rate debt (based on Level 1 quoted market rates) was approximately $2.66 billion as compared to the $2.50 billion face value of the debt recorded, net of original issue discounts, in the Company’s Consolidated Balance Sheet.  At December 31, 2012, the fair value of the Company’s fixed-rate debt (based on Level 1 quoted market rates) was approximately $2.06 billion as compared to the $1.75 billion face value of the debt.

Derivative Contracts

In order to mitigate the effect of exchange rate changes, the Company will often attempt to structure sales contracts to provide for collections from customers in the currency in which the Company incurs its manufacturing costs. In certain instances, the Company will enter into foreign currency forward contracts to hedge specific large anticipated receipts or disbursements in currencies for which the Company does not traditionally have fully offsetting local currency expenditures or receipts. The Company was party to a number of long-term foreign currency forward contracts at December 31, 2013. The purpose of the majority of these contracts was to hedge large anticipated non-functional currency cash flows on major subsea, drilling, valve or other equipment contracts involving the Company’s United States operations and its wholly-owned subsidiaries in Australia, France, Italy, Malaysia, Norway, Singapore and the United Kingdom. Many of these contracts have been designated as and are accounted for as cash flow hedges with changes in the fair value of those contracts recorded in accumulated other comprehensive income (loss) in the period such change occurs.  Certain other contracts, many of which are centrally managed, are intended to offset other foreign currency exposures but have not been designated as hedges for accounting purposes and, therefore, any change in the fair value of those contracts are reflected in earnings in the period such change occurs.  The Company determines the fair value of its outstanding foreign currency forward contracts based on quoted exchange rates for the respective currencies applicable to similar instruments.

The Company manages its debt portfolio to achieve an overall desired position of fixed and floating rates and employs from time to time interest rate swaps as a tool to achieve that goal.

Total gross volume bought (sold) by notional currency and maturity date on open foreign currency forward contracts at December 31, 2013 was as follows:

Notional Amount - Buy									Notional Amount - Sell
((in millions)	2014		2015		2016		Total		2014			2015			2016			Total
Notional currency in:
Euro		157.8		9.9		10.2		177.9		(45.3	)		–			–			(45.3	)
Malaysian ringgit		28.4		–		–		28.4		–			–			–			–
Norwegian krone		1,269.7		318.5		7.8		1,596.0		(406.4	)		(64.4	)		–			(470.8	)
Pound Sterling		113.5		17.3		0.8		131.6		(1.3	)		–			–			(1.3	)
U.S. dollar		182.1		–		–		182.1		(677.2	)		(136.3	)		(25.8	)		(839.3	)

The fair values of derivative financial instruments recorded in the Company’s Consolidated Balance Sheets were as follows:

	December 31,
	2013				2012
(dollars in millions)	Assets		Liabilities		Assets		Liabilities
Derivatives designated as hedges:
Foreign exchange contracts –
Current	$	28.3	$	10.4	$	20.4	$	5.7
Non-current		2.8		1.7		2.3		0.4
Total derivatives designated as hedges		31.1		12.1		22.7		6.1
Derivatives not designated as hedges:
Foreign exchange contracts –
Current		5.6		5.6		3.3		–
Non-current		–		–		–		–
Total derivatives not designated as hedges		5.6		5.6		3.3		–
Total derivatives	$	36.7	$	17.7	$	26.0	$	6.1

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The amount of pre-tax gain (loss) from the ineffective portion of derivatives designated as hedging instruments and from derivatives not designated as hedging instruments was:

	Year Ended December 31,
(dollars in millions)	2013			2012		2011
Derivatives designated as hedging instruments:
Foreign currency contracts –
Cost of sales	$	1.3		$	0.4	$	(0.8	)
Derivatives not designated as hedging instruments:
Foreign currency contracts –
Cost of sales		7.3			1.9		(0.5	)
Other costs		(1.1	)		15.7		(9.3	)
Equity call options -
Other costs		–			–		(12.2	)
Interest rate swaps -
Interest, net		–			–		(0.2	)
Total pre-tax gain (loss)	$	7.5		$	18.0	$	(23.0	)

Note 19: Contingencies

The Company is subject to a number of contingencies, including litigation, tax contingencies and environmental matters.

Litigation

The Company also has been and continues to be named as a defendant in a number of multi-defendant, multi-plaintiff tort lawsuits. At December 31, 2013, the Company’s Consolidated Balance Sheet included a liability of approximately $14.8 million for such cases. The Company believes, based on its review of the facts and law, that the potential exposure from these suits will not have a material adverse effect on its consolidated results of operations, financial condition or liquidity.

Tax and Other Contingencies

The Company has legal entities in over 50 countries. As a result, the Company is subject to various tax filing requirements in these countries. The Company prepares its tax filings in a manner which it believes is consistent with such filing requirements. However, some of the tax laws and regulations to which the Company is subject require interpretation and/or judgment. Although the Company believes the tax liabilities for periods ending on or before the balance sheet date have been adequately provided for in the financial statements, to the extent a taxing authority believes the Company has not prepared its tax filings in accordance with the authority’s interpretation of the tax laws and regulations, the Company could be exposed to additional taxes.

The Company has been assessed customs duties and penalties by the government of Brazil totaling almost $50.0 million at December 31, 2013, including interest accrued at local country rates, following a customs audit for the years 2003-2010.  The Company filed an administrative appeal and believes a majority of this assessment will ultimately be proven to be incorrect because of numerous errors in the assessment, and because the government has not provided appropriate supporting documentation for the assessment.  As a result, the Company currently expects no material adverse impact on its results of operations or cash flows as a result of the ultimate resolution of this matter.  No amounts have been accrued for this assessment as of December 31, 2013 as no loss is currently considered probable.

Environmental Matters

The Company is currently identified as a potentially responsible party (PRP) with respect to two sites designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or similar state laws. One of these sites is Osborne, Pennsylvania (a landfill into which a predecessor of the PCS operation in Grove City, Pennsylvania deposited waste), where remediation was completed in 2011 and remaining costs relate to ongoing ground water monitoring. The other is believed to be a de minimis exposure. The Company is also engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality at former manufacturing locations in Houston and Missouri City, Texas. Additionally, the Company has discontinued operations at a number of other sites which had been active for many years and which may have yet undiscovered contamination. The Company does not believe, based upon information currently available, that there are any material environmental liabilities existing at these locations. At December 31, 2013, the Company’s Consolidated Balance Sheet included a noncurrent liability of approximately $3.2 million for these environmental matters.

83

In 2001, the Company discovered that contaminated underground water from the former manufacturing site in Houston referenced above had migrated under an adjacent residential area. Pursuant to applicable state regulations, the Company notified the affected homeowners. Concerns over the impact on property values of the underground water contamination and its public disclosure led to a number of claims by homeowners.  The Company has settled these claims, primarily as a result of the settlement of a class action lawsuit, and is obligated to reimburse approximately 190 homeowners for any diminution in value of their property due to contamination concerns at the time of the property’s sale. Test results of monitoring wells on the southeastern border of the plume indicate that the plume is moving in a new direction, likely as a result of a ground water drainage system completed as part of an interstate highway improvement project.  As a result, the Company notified 39 additional homeowners, and may provide notice to additional homeowners, whose property is adjacent to the class area that their property may be affected.  The Company is reviewing whether additional remedial measures are appropriate.  The Company believes, based on its review of the facts and law, that any potential exposure from existing agreements as well as any possible new claims that may be filed with respect to this underground water contamination will not have a material adverse effect on its financial position or results of operations. The Company’s Consolidated Balance Sheet included a liability of approximately $7.1 million for these matters as of December 31, 2013. 

Note 20: Subsequent Events

On January 20, 2014, the Company announced that it had entered into a definitive agreement to sell its Reciprocating Compression business, a division of the PCS segment, to General Electric for cash consideration of approximately $550 million, subject to closing adjustments.  Closing on the sale is expected during the third quarter of 2014.  The Company currently expects to report an after-tax loss, including the write-off of non-deductible goodwill, most of which will be reflected in the Company’s financial statements for the first quarter of 2014.  The Reciprocating Compression business, which had revenues of nearly $302 million for the year ended December 31, 2013, will be reported as discontinued operations in the Company’s consolidated financial statements beginning in the first quarter of 2014.  The Company plans to use the estimated after tax proceeds from the sale to partially fund its existing share repurchase program.

At the same time, the Company also announced that it intends to explore strategic alternatives for the Centrifugal Compression business, another of the divisions of the PCS segment, to further enhance the Company’s focus on its core businesses.  The Centrifugal Compression division, which had revenues of approximately $398 million for the year ended December 31, 2013, will continue to be reported in the Company’s continuing operations while the Company is exploring the various strategic alternatives for this business.

Note 21: Unaudited Quarterly Operating Results

Unaudited quarterly operating results were as follows: 

	2013 (quarter ended)
(dollars in millions, except per share data)	March 31,		June 30,		September 30,		December 31,
Revenues	$	2,117.7	$	2,287.4	$	2,495.8	$	2,937.5
Revenues less cost of sales (exclusive of depreciation andamortization)	$	623.6	$	662.4	$	715.1	$	821.4
Other costs	$	30.8	$	35.6	$	13.9	$	12.4
Net income	$	148.3	$	140.4	$	192.4	$	243.1
Net income attributable to noncontrolling interests	$	–	$	–	$	2.8	$	22.2
Net income attributable to Cameron	$	148.3	$	140.4	$	189.6	$	220.9
Earnings per share attributable to Cameron stockholders:
Basic	$	0.60	$	0.57	$	0.78	$	0.96
Diluted	$	0.60	$	0.57	$	0.78	$	0.95

	2012 (quarter ended)
(dollars in millions, except per share data)	March 31,			June 30,		September 30,		December 31,
Revenues	$	1,804.3		$	2,053.7	$	2,218.3	$	2,425.8
Revenues less cost of sales (exclusive of depreciation andamortization)	$	523.9		$	604.8	$	650.1	$	699.0
Other costs (credits)	$	(1.5	)	$	9.9	$	3.4	$	21.7
Net income attributable to Cameron	$	134.0		$	174.6	$	223.6	$	218.3
Earnings per share attributable to Cameron stockholders:
Basic	$	0.54		$	0.71	$	0.91	$	0.88
Diluted	$	0.54		$	0.70	$	0.90	$	0.88

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Selected Consolidated Historical Financial Data of Cameron International Corporation

The following table sets forth selected historical financial data for the Company for each of the five years in the period ended December 31, 2013. This information should be read in conjunction with the consolidated financial statements of the Company and notes thereto included elsewhere in this Annual Report. 

	Year Ended December 31,
(dollars in millions, except per share data)	2013			2012			2011			2010			2009
Income Statement Data:
Revenues	$	9,838.4		$	8,502.1		$	6,959.0		$	6,134.8		$	5,223.2
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)		7,015.9			6,024.3			4,838.4			4,212.4			3,540.1
Selling and administrative expenses		1,362.6			1,161.2			1,001.5			862.3			715.6
Depreciation and amortization		314.5			254.7			206.6			201.6			156.6
Interest, net		100.2			90.4			84.0			78.0			86.5
Other costs		92.7			33.5			177.4			47.2			81.6
Total costs and expenses		8,885.9			7,564.1			6,307.9			5,401.5			4,580.4
Income before income taxes		952.5			938.0			651.1			733.3			642.8
Income tax provision		(228.3	)		(187.5	)		(129.2	)		(170.4	)		(167.3	)
Net income		724.2			750.5			521.9			562.9			475.5
Net income attributable to noncontrolling interests		25.0			–			–			–			–
Net income attributable to Cameron	$	699.2		$	750.5		$	521.9		$	562.9		$	475.5
Basic earnings per share attributable to Cameron stockholders	$	2.89		$	3.05		$	2.13		$	2.32		$	2.15
Diluted earnings per share attributable to Cameron stockholders	$	2.87		$	3.02		$	2.09		$	2.27		$	2.11
Balance Sheet Data (at the end of period):
Total assets	$	14,248.5		$	11,158.2		$	9,361.7		$	8,005.1		$	7,725.4
Cameron stockholders’ equity	$	5,851.9		$	5,566.1		$	4,707.4		$	4,392.4		$	3,919.7
Long-term debt	$	2,562.8		$	2,047.0		$	1,574.2		$	772.9		$	1,232.3
Other long-term obligations	$	509.8		$	376.1		$	399.8		$	265.9		$	277.1

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EX-14.3

EXHIBIT 14.3

Code of Ethics for Directors

CAMERON INTERNATIONAL CORPORATION

INTRODUCTION.

This Code of Ethics for Directors has been adopted by the Board of Directors of Cameron International Corporation (“Cameron” or the “Company”) to promote honest and ethical conduct and compliance with applicable laws, rules, regulations and standards.  The Board recognizes that no code of conduct or code of ethics can replace the thoughtful behavior of an ethical Director.  Such a code, however, can focus attention on areas of ethical risk, provide guidance to help recognize and deal with ethical issues, and help to foster a culture of honesty and accountability.

In the event of exceptional circumstances such that a waiver of any provision of this Code for a Director would be in the best interests of the Company, as required by the Listing Standards of the New York Stock Exchange, such waiver can only be made by the Board of Directors or a committee of the Board, and, as required by Sarbanes-Oxley, such waiver must be disclosed promptly to the Company’s shareholders.  If a matter is covered under Cameron’s Policy on Related Person Transactions, the waiver should be considered in accordance with that Policy.

PRINCIPLES AND PRACTICES.

In performing his or her duties, a Director should abide by the following principles:

1.  Standard of Conduct.In discharging his or her duty to oversee the management of the business and affairs of Cameron, a Director should act in a manner he or she believes in good faith to be in the best interests of Cameron, and exercise the care an ordinarily prudent person in a like position would exercise under similar circumstances.  This means that each Director has both a duty of care and a duty of loyalty.

A Director's duty of care refers to the responsibility to exercise appropriate diligence in overseeing the management of Cameron, making Board decisions and taking other Board actions. In carrying out the duty of care, Directors should:

· Regularly attend and participate in Board and Board committee meetings.  Personal participation in meetings is important to the process of becoming informed about essential matters.

· Remain regularly informed about Cameron’s ongoing business and affairs.  Directors should devote appropriate time to reviewing periodic updates provided by management, as well as Board materials provided prior to each meeting.

· Appropriately rely on others.  Directors may rely in good faith on information provided to them by Board committees and the Company’s management, employees and professional advisors as to matters the Directors reasonably believe to be within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

· Make inquiries.  Directors should make inquiries about material issues facing the Company and regularly follow up until they are reasonably satisfied that management is addressing those issues appropriately.

A Director's duty of loyalty refers to the responsibility to act in good faith and in Cameron’s best interests, not the interests of the Director, a family member or an organization with which the Director is affiliated. Directors should not use their positions for personal gain. The duty of loyalty may be relevant in situations involving a potential conflict of interest or corporate opportunity.

1

2.  Conflicts Of Interest.  Directors should conduct themselves in an honest and ethical manner and avoid any actual or apparent conflict of interest.  A conflict of interest occurs when a Director’s private interest interferes in any way with the interests of the Company, and/or makes it difficult to perform his or her duty objectively and effectively.  Conflicts of interest may also arise when a Director, or a member of his or her immediate family, receives personal benefits as a result of his or her position as a Director.  “Immediate family” includes a persons’ spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home.

Directors and members of their immediate families may not accept a gift from persons or entities who deal with the Company or any of its subsidiaries in any case where the gift:

· would be illegal or result in a violation of law;

· has a value beyond what is a normal and customary courtesy in the business of the Company and its subsidiaries; or

· would reasonably be expected to influence the Director’s actions as a member of the Board.

In accordance with the Company’s Corporate Governance Principles, where necessary to avoid an actual or apparent conflict of interest, a Director should recuse himself or herself from any Board deliberations and decisions affecting his or her personal or professional interests or those of any of his or her immediate family members.

3.  Corporate Opportunities.  Directors should not (a) take for themselves personally opportunities that are discovered through the use of any property or information of the Company or any of its subsidiaries or his or her position as a Director; (b) use property or information of the Company or any of its subsidiaries or his or her position as a Director for personal gain; or (c) compete with the Company or any of its subsidiaries, except as may be approved by the Board of Directors or a committee of independent Directors.

4. Confidentiality.  Delaware law requires a director of a corporation to perform his or her duties as a director, including the duties as a member of any board committee upon which the director may serve, in good faith, in a manner the director reasonably believes to be in, or not opposed to, the best interests of the corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. One important facet of these fiduciary duties is the responsibility to protect and hold confidential all non-public information obtained in the role of a director. Therefore, it is the policy of the Board of Directors of the Company) that:

1. No Director shall use Confidential Information for his or her own personal benefit or to benefit any person or entity outside the Company; and

2. No Director shall disclose Confidential Information to any person or entity outside the Company, either during or after his or her service as a Director of the Company, except with express prior permission of the Company's Chairman of the Board of Directors or General Counsel, or as may be otherwise required by applicable law.

3. No Director shall disclose Confidential Information to any stockholder of the Company (including any stockholder who has designated or nominated any Director or any director candidate), and any director candidate who is a party to any arrangement with any such stockholder calling for any disclosure of Confidential Information or incentivizing any such disclosure shall not be qualified to serve as a Director.

2

For purposes of this Policy, "Confidential Information" shall constitute all non-public information (whether or not material to the Company) entrusted to or obtained by a Director by reason of his or her position as a Director of the Company. It includes, but is not limited to, nonpublic proprietary information that is of competitive or commercial value to the Company and/or of such use to its competitors or other persons or entities outside the Company (including individual stockholders), inside information regarding the Company’s finances, operations, results of operations or strategies; and sensitive information regarding Board proceedings or deliberations to which a Director is privy by virtue of his or her membership on the Board, such as:

a. non-public information about the Company's financial condition, projections, forecasts, prospects or plans;

b. non-public information regarding the Company's research and development efforts or results, new product launches or initiatives, marketing and sales programs, or leadership succession plans for the Company's senior officers;

c. non-public information relating to possible business transactions such as mergers, acquisitions, divestitures or joint ventures, or possible capital transactions such as credit facilities, capital markets transactions, share repurchases, dividends or stock splits;

d. non-public information concerning other companies with whom the Company may conduct business, including information about the Company's customers, suppliers, joint venture partners, or other companies with which the Company is under an obligation of confidentiality; and

e. non-public information about meetings, presentations and discussions relating to issues, deliberations and decisions between and among employees, officers and Directors and their advisers, including the identity, circumstances and fact of retention of any such advisers.

By agreeing to be a Director of the Company, each Director agrees he or she shall be bound by the terms of this policy and that any Director who willfully violates this Policy will immediately tender his or her resignation to the Board and will be disqualified from standing for any future election as a director of the Company.

5.  Fair Dealing.  Directors should endeavor to deal fairly with the Company’s various constituents.  No Director should take unfair advantage of any of those constituents through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

6.  Protection and Proper Use of Company Assets.  Directors should oversee the development and implementation of the Company’s policies to protect the assets of the Company and its subsidiaries and ensure their efficient use.  The assets of the Company and its subsidiaries should be used only for legitimate business purposes.

3

7.  Compliance With Laws, Rules and Regulations (Including Insider Trading Laws).  Directors should proactively promote compliance with (and should individually comply with) applicable laws, rules and regulations, including insider trading laws.  Insider trading is both unethical and illegal.

8.  Encouraging the Reporting of Any Illegal or Unethical Behavior.  Directors should proactively promote ethical behavior (and should individually behave in an ethical manner).  Directors should oversee the development and implementation of the Company’s policies to ensure that the Company:  (i) encourages employees of the Company and its subsidiaries to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation; (ii) has an effective means for employees of the Company and its subsidiaries to report violations of laws, rules, regulations or the Company’s Code of Ethics for Management Personnel, including Senior Financial Officers or its Standards of Conduct; and (iii) does not allow retaliation for any such reports made in good faith and communicates this nonretaliation policy effectively to the employees of the Company and its subsidiaries.

9.  Compliance Procedures.Directors should communicate any suspected violations of this Code promptly to the Chairman of the Nominating and Governance Committee of the Board.  Violations will be investigated by the Board or by a person or persons designated by the Board, and appropriate action will be taken in the event of any violations of this Code.

10.  Annual Certification.Directors will annually sign a confirmation that they have read and will comply with this Code.

11.  Amendment.  This Code may be amended by the Board of Directors, subject to the applicable disclosure and other provisions of the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the applicable rules of the New York Stock Exchange.

Board Approved: February 20, 2014

4

EX-21.1

Exhibit 21.1

CAMERON INTERNATIONAL CORPORATION -- SUBSIDIARIES & JOINT VENTURES
(Active as of December 31, 2013)
Cameron International Corporation (Delaware) -- Parent - 100	State/Country of Incorporation or Organization
Angola Oilfield Equipment Limited	Cayman Islands
Axsia Holdings Limited	United Kingdom
Axsia Howmar Limited	United Kingdom
Axsia Serck Baker Nigeria Ltd.	Nigeria
Beltway 8 Insurance Ltd.	Bermuda
Bergen Engineering AS	Norway
Bohai Cameron Flow Control Equipment (Tianjin) Co., Ltd.	China
Cairntoul Well Equipment Services Limited	Scotland
Cairnwell Management Services Limited	Scotland
Cameron (B) Sdn Bhd	Brunei
Cameron (Gaomi) Systems Co., Ltd.	China
Cameron (Holding) Corp.	USA (Nevada)
Cameron (Malaysia) Sdn Bhd	Malaysia
Cameron (Shenzhen) Systems Co., Ltd.	China
Cameron (Singapore) Pte. Ltd.	Singapore
Cameron (Thailand) Ltd.	Thailand
Cameron (Trinidad) Limited	Trinidad and Tobago
Cameron Al Rushaid Limited Company	Saudi Arabia
Cameron Algerie S.á.r.l.	Algeria
Cameron Angola - Prestaçao de Serviços, Limitada	Angola
Cameron Angola LLC	USA (Delaware)
Cameron APME Holding Pty Ltd	Australia
Cameron Argentina S.A.I.C.	Argentina
Cameron Australasia Pty. Ltd.	Australia
Cameron B.V.	Netherlands
Cameron Beijing Commercial Co., Ltd.	China
Cameron Canada Corporation	Canada (Nova Scotia)
Cameron Cayman Limited	Cayman Islands
Cameron Colombia LLC	USA (Delaware)
Cameron Colombia Ltda	Colombia
Cameron de Mexico S.A. de C.V.	Mexico
Cameron Egypt LLC	Egypt
Cameron Energy Services B.V.	Netherlands
Cameron Energy Services International, Inc.	USA (Ohio)

Cameron Equipment (Shanghai) Co., Ltd.	China
Cameron Euro Automation Center B.V.	Netherlands
Cameron Flow Control Services (UK) Limited	United Kingdom
Cameron Flow Control Technology (UK) Limited	United Kingdom
Cameron Flow Control Technology Cayman Limited	Cayman Islands
Cameron Flow Control Technology GmbH	Germany
Cameron Flow Control Technology Nigeria Limited	Nigeria
Cameron Foreign Holdings Corp.	USA (Delaware)
Cameron France, S.A.S.	France
Cameron Gabon, S.A.	Gabon
Cameron German Holdings GmbH	Germany
Cameron GH GmbH & Co. KG	Germany
Cameron Global Holdings LP	Canada (Ontario)
Cameron Gulf Services LLC	Oman
Cameron Holding (Dutch) B.V.	Netherlands
Cameron Holding (Norway) AS	Norway
Cameron Inc.	USA (Louisiana)
Cameron Industries Limited	United Kingdom
Cameron International Holding B.V.	Netherlands
Cameron International Holding Corp.	USA (Nevada)
Cameron Investment Holding LLC	Russia
Cameron Ireland Holding Company	Ireland
Cameron Ireland Limited	Ireland
Cameron Italy Holding S.r.l.	Italy
Cameron Italy S.R.L.	Italy
Cameron Japan Ltd.	Japan
Cameron Korea Limited	Korea
Cameron Lux APME SARL	Luxembourg
Cameron Lux AUD SARL	Luxembourg
Cameron Lux BRL II SARL	Luxembourg
Cameron Lux CAD SARL	Luxembourg
Cameron Lux EUR SARL	Luxembourg
Cameron Lux GBP SARL	Luxembourg
Cameron Lux Global Finance SARL	Luxembourg
Cameron Lux I SARL	Luxembourg
Cameron Lux II SARL	Luxembourg
Cameron Lux IV SARL	Luxembourg
Cameron Lux MXN SARL	Luxembourg
Cameron Lux MYR SARL	Luxembourg
Cameron Lux NOK SARL	Luxembourg
Cameron Lux USD SARL	Luxembourg
Cameron Lux V SARL	Luxembourg

Cameron Manufacturing (India) Private Limited	India
Cameron Middle East FZE	United Arab Emirates
Cameron Middle East Ltd.	Cayman Islands
Cameron Netherlands B.V. (8.26% held by Cameron Holding (Dutch) BV)	Netherlands
Cameron Nigeria LLC	USA (Delaware)
Cameron Norge AS	Norway
Cameron Norge Holding AS	Norway
Cameron Pension Trustee Limited	United Kingdom
Cameron Petroleum (UK) Limited	United Kingdom
Cameron Petroleum Equipment Group, Inc.	USA (Delaware)
Cameron Petroleum Investments Limited	United Kingdom
Cameron Poland sp. zo.o.	Poland
Cameron Products Limited	United Kingdom
Cameron Products Ltd.	Cayman Islands
Cameron Resources Inc.	USA (Delaware)
Cameron Rig Solutions Canada Ltd.	Canada (Alberta)
Cameron Rig Solutions, Inc.	USA (Texas)
Caméron România S.R.L.	Romania
Cameron Russia Ltd.	Cayman Islands
Cameron Sense (China) Company Limited	China
Cameron Sense AS	Norway
Cameron Sense Pte. Ltd.	Singapore
Cameron Services International Pty Ltd	Australia
Cameron Services Middle East LLC	Oman
Cameron Services Russia Ltd.	Cayman Islands
Cameron Solutions Inc.	USA (Delaware)
Cameron Solutions Sdn Bhd	Malaysia
Cameron Subsea Holding C.V.	Netherlands
Cameron Subsea IP Limited	Ireland
Cameron Systems (Ireland) Limited	Ireland
Cameron Systems AS	Norway
Cameron Systems de Venezuela, S.A.	Venezuela
Cameron Systems Limited	United Kingdom
Cameron Systems S.R.L.	Italy
Cameron Systems Shanghai Co., Ltd.	China
Cameron Technologies UK Limited	United Kingdom
Cameron Technologies US, Inc.	USA (Delaware)
Cameron Technologies, Inc.	USA (Delaware)
Cameron Tecnologia de Controle de Fluxo Ltda	Brazil
Cameron V&M Financing LLC	USA (Delaware)
Cameron Valves - Trading and Industrial Services, Sociedad Unipessoal LDA	Portugal
Cameron Valves & Measurement West Africa Limited	Nigeria

Cameron Venezolana, S.A.	Venezuela
Cameron Village LLC	USA (Delaware)
Cameron Wellhead Services, LLC	USA (Nevada)
Cameron West Coast Inc.	USA (California)
Cameron/Curtiss-Wright EMD LLC	USA (Delaware)
Canada Tiefbohrgeräte und Maschinenfabrik GmbH	Austria
CIC Oilfield Services LLC	USA (Delaware)
Compression Services Company	USA (Ohio)
Connor Sales Company, Inc.	USA (North Dakota)
Cooper Cameron Corporation Sdn Bhd	Malaysia
Cooper Cameron Foreign Sales Company Ltd.	Barbados
Cooper Cameron Libya Limited	Malta
Diamould Limited	United Kingdom
Douglas Chero S.p.A.	Italy
Douglas Holding SRL	Italy
EAB Engineering AS	Norway
Flow Control-Tati Production Sdn. Bhd.	Malaysia
Fluid Processing (L) Bhd	Labuan
Fluid Processing Sdn Bhd	Malaysia
Geographe Energy Singapore Pte Ltd	Singapore
I.C.I. Artificial Lift Inc.	Canada (Alberta)
International Valves Limited	United Kingdom
Jiskoot Holdings Limited	United Kingdom
Jiskoot Limited	United Kingdom
LeTourneau Technologies Asia Pte. Ltd.	Singapore
LeTourneau Technologies Middle East FZE	United Arab Emirates
Linco-Electromatic, Inc.	USA (Texas)
Luster Mekaniske Industri AS	Norway
Maskinering og Sveiseservice AS	Norway
NATCO Al Rushaid Middle East Ltd.	Saudi Arabia
NATCO Canada, ULC	Canada (Alberta)
NATCO Group Inc.	USA (Delaware)
NATCO Holdings LLC	USA (Delaware)
NATCO Luxembourg SARL	Luxembourg
Newco Valves, LLC	USA (Texas)
Newmans (Yancheng) Cast Steel Ltd.	China
Newmans (Yancheng) Valve Manufacturing Ltd.	China
Newmans International Ltd.	China (Hong Kong)
Newmans Shanghai Trading Ltd.	China
Newmans SRL	Italy
Newmans Valve Australia Pty	Australia
Newmans Valves Limited	Canada

NTC Technical Services Sdn. Bhd.	Malaysia
NuFlo Finance and Royalty Company	USA (Delaware)
OneSubsea Angola Holding LLC	USA (Delaware)
OneSubsea Australia Holdings Pty Ltd	Australia
OneSubsea Australia Pty Ltd	Australia
OneSubsea B.V.	Netherlands
OneSubsea Canada ULC	Canada (Alberta)
OneSubsea do Brasil Serviços Submarinos Ltda.	Brazil
OneSubsea German Holdings GmbH	Germany
OneSubsea GmbH	Germany
OneSubsea Holding Cayman Limited	Cayman Islands
OneSubsea Holding II Cayman Limited	Cayman Islands
OneSubsea Holding Limited	Cayman Islands
OneSubsea Investments UK Limited	United Kingdom
OneSubsea IP UK Limited	United Kingdom
OneSubsea LLC	USA (Delaware)
OneSubsea Lux AUD SARL	Luxembourg
OneSubsea Lux BRL SARL	Luxembourg
OneSubsea Lux EUR SARL	Luxembourg
OneSubsea Lux GBP SARL	Luxembourg
OneSubsea Lux German Holdings SARL	Luxembourg
OneSubsea Lux NOK SARL	Luxembourg
OneSubsea Lux SARL	Luxembourg
OneSubsea Lux USD SARL	Luxembourg
OneSubsea Malaysia Systems Sdn Bhd	Malaysia
OneSubsea Offshore Engineering Limited	United Kingdom
OneSubsea Offshore Systems Nigeria Limited	Nigeria
OneSubsea Operations Limited	United Kingdom
OneSubsea Processamento do Brasil Ltda.	Brazil
OneSubsea Processing AS	Norway
OneSubsea Processing Asia Pacific Sdn. Bhd.	Malaysia
OneSubsea Processing Inc.	USA (Texas)
OneSubsea Processing UK Limited	Scotland
OneSubsea UK Limited	United Kingdom
Petreco International (Middle East) Limited	United Kingdom
Petreco-KCC Holding, Inc.	USA (Delaware)
Phase Measurements AS	Norway
Pressure Peak for Oil Equipment and Devices Services and General Trading LLC	Iraq
Process Analytical Applications, Inc.	USA (Texas)
PT Cameron Services International	Indonesia
PT Cameron Systems	Indonesia
Riyan Cameron (B) Sendirian Berhad	Brunei

SBS Immobilienentwicklung und -verwertungs GmbH	Austria
SBS Oilfield Equipment GmbH	Austria
Sense DrillFab AS	Norway
Sequel Holding, Inc.	USA (Delaware)
Servicios TTS Sense Tihuatian S.A. de C.V.	Mexico
ShanDong Cameron Petroleum Equipment, Ltd.	China
TEST International	Cayman Islands
TEST Saudi Arabia Ltd.	Saudi Arabia
TPS (Technical Petroleum Services) Nigeria Limited	Nigeria
TTS Sense - Industria, Comercio e Servicos em Petroleo Ltda.	Brazil
TTS Sense Mexico S.A. de C.V.	Mexico
TTS Sense Mud BV	Netherlands
Vescon Equipamentos Industriais Ltda.	Brazil

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of Cameron International Corporation of our reports dated February 26, 2014, with respect to the consolidated financial statements and schedule of Cameron International Corporation, and the effectiveness of internal control over financial reporting of Cameron International Corporation, incorporated by reference or included in this Annual Report (Form 10-K) of Cameron International Corporation for the year ended December 31, 2013.

Registration Statement No.	Purpose
No. 33-95002 No. 333-192044	Form S-8 Registration Statement pertaining to the Cameron International Corporation Retirement Savings Plan
No. 333-57991	Form S-8 Registration Statement pertaining to the Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron  Corporation  Buffalo, New York Plant
No. 333-46638 No. 333-82082 No. 333-61820 No. 333-104755	Form S-8 Registration Statement pertaining to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan
No. 333-128414 No. 333-136900 No. 333-191393	Form S-8 Registration Statement pertaining to the Cameron International Corporation Equity Incentive Plan
No. 333-151838	Form S-3ASR Registration Statement pertaining to the Cameron International Corporation $750 Million Ten-year and Thirty-year Unsecured Senior Notes
No. 333-156712	Form S-8 Registration Statement pertaining to the Cameron International Corporation Deferred Compensation Plan for Non-Employee Directors
No. 333-156712 No. 333-192043	Form S-8 Registration Statement pertaining to the Cameron International Corporation Nonqualified Deferred Compensation Plan
No. 333-178708	Form S-3 ASR Registration Statement pertaining to the Cameron International Corporation Shelf Registration of Securities
No. 333-193002	Form S-3 Registration Statement pertaining to the Cameron International Corporation Retirement Savings Plan Rescission Offer
No. 333-189589	Form S-8 Registration Statement pretaining to the OneSubsea LLC Retirement Savings Plan and the OneSubsea LLC Nonqualified Deferred Compensation Plan

/s/ Ernst & Young LLP

Houston, Texas

February 26, 2014

EX-31.1

Exhibit 31.1

Cameron International Corporation and Subsidiaries

Certification

I, Jack B. Moore, certify that:

1. I have reviewed this annual report on Form 10-K of Cameron International Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2014

/s/ Jack B. Moore

 Name: Jack B. Moore

 Title: Chairman, President & Chief Executive Officer

EX-31.2

Exhibit  31.2

Cameron International Corporation and Subsidiaries

Certification

I, Charles M. Sledge, certify that:

1. I have reviewed this annual report on Form 10-K of Cameron International Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 26, 2014

By:	/s/ Charles M. Sledge
	Charles M. Sledge
	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K for the year ended December 31, 2013 of Cameron International Corporation (the Company) as filed with the Securities and Exchange Commission on the date hereof (the Report), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 26, 2014

	/s/ Jack B. Moore
Name:	Jack B. Moore
Title:	Chairman, President and Chief Executive Officer
	/s/ Charles M. Sledge
Name:	Charles M. Sledge
Title:	Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Cameron International Corporation and will be retained by Cameron International Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Note: The certification the registrant furnishes in this exhibit is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated in such filing.

XML

Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Accounts Payable and Accrued Liabilities [Abstract]

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	December 31,
(dollars in millions)	2013		2012
Trade accounts payable and accruals	$	1,184.4	$	925.1
Advances from customers		1,675.8		1,320.1
Other accruals		1,023.2		800.5
Total accounts payable and accrued liabilities	$	3,883.4	$	3,045.7

Company's Product Warranty Accruals

Activity during the year associated with the Company’s product warranty accruals was as follows (dollars in millions): 

Balance December 31, 2012		Warranty Provisions		Acquisitions		Charges Against Accrual			Translation and Other		Balance December 31, 2013
$	67.6	$	42.7	$	1.3	$	(66.1	)	$	0.1	$	45.6

XML

Other Costs (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Other Costs [Abstract]
OneSubsea formation and integration costs	$ 51.8	$ 2.7	$ 0
Currency devaluation	9.5	0	0
Acquisition integration costs	8.0	13.2	0
Impairment of intangibles	0	17.6	0
International pension settlement costs	0	6.6	0
Indemnity settlement with BP Exploration and Production Inc.	0	0	82.5
BOP and insurance litigation costs	3.0	2.5	60.7
Costs associated with retiring the Company's 2.5% convertible debentures	0	0	14.5
Mark-to-market impact on currency derivatives not designated as accounting hedges	1.1	(15.7)	9.3
Severance, restructuring and other costs	19.3	6.6	10.4
Total other costs	$ 92.7	$ 33.5	$ 177.4
Percentage on convertible debentures (in hundredths)			2.50%

XML

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings per share [Abstract]

Calculation of basic and diluted earnings per share

The calculation of basic and diluted earnings per share for each period presented was as follows: 

	Year Ended December 31,
(amounts in millions, except per share data)	2013		2012		2011
Net income attributable to Cameron	$	699.2	$	750.5	$	521.9
Average shares outstanding (basic)		242.0		246.4		245.0
Common stock equivalents		1.5		1.7		2.1
Incremental shares from assumed conversion of convertible debentures		–		–		2.1
Shares utilized in diluted earnings per share calculation		243.5		248.1		249.2
Earnings per share attributable to Cameron stockholders:
Basic	$	2.89	$	3.05	$	2.13
Diluted	$	2.87	$	3.02	$	2.09

XML

Fair Value of Financial Instruments (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Cash and cash equivalents: [Abstract]
Cash	$ 617,800,000	$ 447,100,000
Certificates of deposit	0	200,000
Money market funds	1,172,400,000	429,100,000
Commercial paper	3,900,000	202,700,000
U.S. treasury securities	0	17,600,000
U.S. non-governmental agency asset-backed securities	0	41,400,000
U.S. corporate obligations	0	18,900,000
Non-U.S. bank and other obligations	18,800,000	28,800,000
Short-term investments: [Abstract]
Commercial paper	0	253,900,000
Certificates of deposit	0	3,000,000
U.S. Treasury securities	41,000,000	64,500,000
U.S. non-governmental agency asset-backed securities	0	99,500,000
U.S. corporate obligations	0	96,100,000
Non-qualified plan assets [Abstract]
Money market funds	1,000,000	1,100,000
Domestic bond funds	2,900,000	2,400,000
International bond fund	300,000	100,000
Domestic equity funds	5,500,000	3,600,000
International equity funds	2,700,000	2,100,000
Blended equity funds	3,800,000	2,600,000
Common stock	2,300,000	2,100,000
Derivatives, net asset (liability) [Abstract]
Foreign currency contracts	19,000,000	19,900,000
Total financial instruments	1,891,400,000	1,736,700,000
Fair value of the fixed-rate debt	2,660,000,000	2,060,000,000
Face value of the fixed-rate debt	2,500,000,000	1,750,000,000
Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Cash and cash equivalents: [Abstract]
Cash	617,800,000	447,100,000
Certificates of deposit	0	200,000
Money market funds	1,172,400,000	429,100,000
Commercial paper	0	0
U.S. treasury securities	0	17,600,000
U.S. non-governmental agency asset-backed securities	0	0
U.S. corporate obligations	0	18,900,000
Non-U.S. bank and other obligations	18,800,000	28,800,000
Short-term investments: [Abstract]
Commercial paper	0	0
Certificates of deposit	0	3,000,000
U.S. Treasury securities	41,000,000	64,500,000
U.S. non-governmental agency asset-backed securities	0	0
U.S. corporate obligations	0	96,100,000
Non-qualified plan assets [Abstract]
Money market funds	1,000,000	1,100,000
Domestic bond funds	2,900,000	2,400,000
International bond fund	300,000	100,000
Domestic equity funds	5,500,000	3,600,000
International equity funds	2,700,000	2,100,000
Blended equity funds	3,800,000	2,600,000
Common stock	2,300,000	2,100,000
Derivatives, net asset (liability) [Abstract]
Foreign currency contracts	0	0
Total financial instruments	1,868,500,000	1,119,300,000
Fair Value Based on Significant Other Observable Inputs (Level 2) [Member]
Cash and cash equivalents: [Abstract]
Cash	0	0
Certificates of deposit	0	0
Money market funds	0	0
Commercial paper	3,900,000	202,700,000
U.S. treasury securities	0	0
U.S. non-governmental agency asset-backed securities	0	41,400,000
U.S. corporate obligations	0	0
Non-U.S. bank and other obligations	0	0
Short-term investments: [Abstract]
Commercial paper	0	253,900,000
Certificates of deposit	0	0
U.S. Treasury securities	0	0
U.S. non-governmental agency asset-backed securities	0	99,500,000
U.S. corporate obligations	0	0
Non-qualified plan assets [Abstract]
Money market funds	0	0
Domestic bond funds	0	0
International bond fund	0	0
Domestic equity funds	0	0
International equity funds	0	0
Blended equity funds	0	0
Common stock	0	0
Derivatives, net asset (liability) [Abstract]
Foreign currency contracts	19,000,000	19,900,000
Total financial instruments	$ 22,900,000	$ 617,400,000

XML

Receivables (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Receivables [Abstract]
Trade receivables	$ 2,621.5	$ 1,823.2
Other receivables	118.5	151.4
Allowance for doubtful accounts	(20.9)	(7.9)
Total receivables	$ 2,719.1	$ 1,966.7

XML

Accumulated Other Elements of Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2013

Accumulated Other Elements of Comprehensive Income (Loss) [Abstract]

Components of accumulated other elements of comprehensive income (loss)

Accumulated other elements of comprehensive income (loss) comprised the following:

(dollars in millions)	Accumulated Foreign  Currency  Translation Gain (Loss)			Prior Service Credits and Net Actuarial  Losses			Accumulated  Gain (Loss) on Cash Flow Hedges			Total			Other Comprehensive  Income
Balance at December 31, 2010	$	31.5		$	(51.5	)	$	(7.1	)	$	(27.1	)
Foreign currency translation gain (loss)		(60.2	)		–			–			(60.2	)	$	(60.2	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(7.7	)		–			(7.7	)		(7.7	)
Amortization of actuarial (gains) losses, net of tax		–			3.0			–			3.0			3.0
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			(5.2	)		(5.2	)		(5.2	)
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax								6.4			6.4			6.4
Balance at December 31, 2011		(28.7	)		(56.2	)		(5.9	)		(90.8	)	$	(63.7	)
Foreign currency translation gain (loss)		74.6			–			–			74.6		$	74.6
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(33.3	)		–			(33.3	)		(33.3	)
Amortization of actuarial (gains) losses, net of tax		–			2.9			–			2.9			2.9
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			10.1			10.1			10.1
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			6.5			6.5			6.5
Balance at December 31, 2012		45.9			(86.6	)		10.7			(30.0	)	$	60.8
Foreign currency translation gain (loss)		(94.3	)		–			–			(94.3	)	$	(94.3	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			39.7			–			39.7			39.7
Amortization of actuarial (gains) losses, net of tax		–			1.9			–			1.9			1.9
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			6.5			6.5			6.5
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			(3.3	)		(3.3	)		(3.3	)
Balance of December 31, 2013	$	(48.4	)	$	(45.0	)	$	13.9		$	(79.5	)	$	(49.5	)

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Summary of Major Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Major Accounting Policies [Abstract]

The estimated useful lives of the major classes of property, plant and equipment

The estimated useful lives of the major classes of property, plant and equipment are as follows:

	Estimated Useful Lives
Buildings and leasehold improvements	10-40 years
Machinery, equipment and tooling	3-18 years
Office furniture, software and other	3-10 years

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Derivative Instruments, Gain (Loss) by Hedging Relationship, Income Statement Location (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Total pre-tax gain (loss)	$ 7.5	$ 18.0	$ (23.0)
Cost of Sale [Member] | Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Total pre-tax gain (loss)	7.3	1.9	(0.5)
Cost of Sale [Member] | Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Total pre-tax gain (loss)	1.3	0.4	(0.8)
Other Costs [Member] | Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Total pre-tax gain (loss)	(1.1)	15.7	(9.3)
Other Costs [Member] | Derivatives not Designated as Hedges [Member] | Equity Call Options [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Total pre-tax gain (loss)	0	0	(12.2)
Interest, Net [Member] | Derivatives not Designated as Hedges [Member] | Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Total pre-tax gain (loss)	$ 0	$ 0	$ (0.2)

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Plant and Equipment, Goodwill and Other Assets (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Gross plant and equipment	$ 3,670.1	$ 3,155.9
Accumulated depreciation	(1,633.2)	(1,390.8)
Total plant and equipment, net	2,036.9	1,765.1
Goodwill [Roll Forward]
Balance at December 31, 2012	1,923.9
Current year acquisitions	1,014.3
Translation and other	(13.4)
Balance at December 31, 2013	2,924.8
Intangible assets, gross [Abstract]
Customer relationships	519.2	136.3
Patents and technology	425.4	198.0
Trademarks	69.3	71.6
Noncompete agreements, engineering drawings and other	103.0	87.0
Total intangible assets	1,116.9	492.9
Accumulated amortization	(213.2)	(157.1)
Total intangibles, net	903.7	335.8
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2014	76.9
2015	59.7
2016	51.9
2017	51.0
2018	48.7
DPS [Member]
Goodwill [Roll Forward]
Balance at December 31, 2012	744.4
Current year acquisitions	1,011.4
Translation and other	(10.6)
Balance at December 31, 2013	1,745.2
V&M [Member]
Goodwill [Roll Forward]
Balance at December 31, 2012	318.8
Current year acquisitions	2.9
Translation and other	(4.1)
Balance at December 31, 2013	317.6
Process and Compression Systems (PCS) [Member]
Goodwill [Roll Forward]
Balance at December 31, 2012	860.7
Current year acquisitions	0
Translation and other	1.3
Balance at December 31, 2013	862.0
Land and land improvements [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	132.2	100.0
Buildings [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	743.7	610.5
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	1,661.6	1,387.5
Tooling, dies, patterns, etc. [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	208.5	205.3
Office furniture & equipment [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	210.4	177.1
Capitalized software [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	348.2	288.3
Assets under capital leases [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	106.7	102.5
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	230.5	251.6
All other [Member]
Property, Plant and Equipment [Line Items]
Gross plant and equipment	$ 28.3	$ 33.1

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Unaudited Quarterly Operating Results (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Unaudited Quarterly Operating Results [Abstract]
Revenues	$ 2,937.5	$ 2,495.8	$ 2,287.4	$ 2,117.7	$ 2,425.8	$ 2,218.3	$ 2,053.7	$ 1,804.3	$ 9,838.4	$ 8,502.1	$ 6,959.0
Revenues less cost of sales (exclusive of depreciation and amortization)	821.4	715.1	662.4	623.6	699.0	650.1	604.8	523.9
Other costs (credits)	12.4	13.9	35.6	30.8	21.7	3.4	9.9	(1.5)
Net income attributable to noncontrolling interests	22.2	2.8	0	0					25.0	0	0
Net income attributable to Cameron	220.9	189.6	140.4	148.3	218.3	223.6	174.6	134.0	699.2	750.5	521.9
Net income	$ 243.1	$ 192.4	$ 140.4	$ 148.3					$ 724.2	$ 750.5	$ 521.9
Earnings per share [Abstract]
Basic (in dollars per share)	$ 0.96	$ 0.78	$ 0.57	$ 0.60	$ 0.88	$ 0.91	$ 0.71	$ 0.54	$ 2.89	$ 3.05	$ 2.13
Diluted (in dollars per share)	$ 0.95	$ 0.78	$ 0.57	$ 0.60	$ 0.88	$ 0.90	$ 0.70	$ 0.54	$ 2.87	$ 3.02	$ 2.09

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Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Allowance for Doubtful Accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period	$ 7.9		$ 9.9		$ 14.0
Additions Charged to cost and expense	14.2		0.5		1.0
Charged to other accounts	(0.5)		0.2		0.3
Deductions (a)	(0.7)	[1]	(2.6)	[1]	(5.2)	[1]
Translation	0		(0.1)		(0.2)
Balance at end of period	20.9		7.9		9.9
Allowance for obsolete and excess inventory [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period	89.0		81.9		68.0
Additions Charged to cost and expense	28.3		20.9		18.8
Charged to other accounts	3.9		(2.0)		2.0
Deductions (a)	(11.6)	[1]	(12.3)	[1]	(6.0)	[1]
Translation	(0.6)		0.5		(0.9)
Balance at end of period	$ 109.0		$ 89.0		$ 81.9

[1] Write-offs of uncollectible receivables, deductions for collections of previously reserved receivables and write-offs of obsolete inventory.

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Derivative Contracts (Details) (FX Forward Contracts [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Buy Euro [Member]
Derivative [Line Items]
Notional Amount	$ 177.9
Buy Malaysian ringgit [Member]
Derivative [Line Items]
Notional Amount	28.4
Buy Norwegian krone [Member]
Derivative [Line Items]
Notional Amount	1,596.0
Buy Pound Sterling [Member]
Derivative [Line Items]
Notional Amount	131.6
Buy U.S. dollar [Member]
Derivative [Line Items]
Notional Amount	182.1
Sell Euro [Member]
Derivative [Line Items]
Notional Amount	(45.3)
Sell Malaysian ringgit [Member]
Derivative [Line Items]
Notional Amount	0
Sell Norwegian krone [Member]
Derivative [Line Items]
Notional Amount	(470.8)
Sell Pound Sterling [Member]
Derivative [Line Items]
Notional Amount	(1.3)
Sell U.S. dollar [Member]
Derivative [Line Items]
Notional Amount	(839.3)
2014 [Member] | Buy Euro [Member]
Derivative [Line Items]
Notional Amount	157.8
2014 [Member] | Buy Malaysian ringgit [Member]
Derivative [Line Items]
Notional Amount	28.4
2014 [Member] | Buy Norwegian krone [Member]
Derivative [Line Items]
Notional Amount	1,269.7
2014 [Member] | Buy Pound Sterling [Member]
Derivative [Line Items]
Notional Amount	113.5
2014 [Member] | Buy U.S. dollar [Member]
Derivative [Line Items]
Notional Amount	182.1
2014 [Member] | Sell Euro [Member]
Derivative [Line Items]
Notional Amount	(45.3)
2014 [Member] | Sell Malaysian ringgit [Member]
Derivative [Line Items]
Notional Amount	0
2014 [Member] | Sell Norwegian krone [Member]
Derivative [Line Items]
Notional Amount	(406.4)
2014 [Member] | Sell Pound Sterling [Member]
Derivative [Line Items]
Notional Amount	(1.3)
2014 [Member] | Sell U.S. dollar [Member]
Derivative [Line Items]
Notional Amount	(677.2)
2015 [Member] | Buy Euro [Member]
Derivative [Line Items]
Notional Amount	9.9
2015 [Member] | Buy Malaysian ringgit [Member]
Derivative [Line Items]
Notional Amount	0
2015 [Member] | Buy Norwegian krone [Member]
Derivative [Line Items]
Notional Amount	318.5
2015 [Member] | Buy Pound Sterling [Member]
Derivative [Line Items]
Notional Amount	17.3
2015 [Member] | Buy U.S. dollar [Member]
Derivative [Line Items]
Notional Amount	0
2015 [Member] | Sell Euro [Member]
Derivative [Line Items]
Notional Amount	0
2015 [Member] | Sell Malaysian ringgit [Member]
Derivative [Line Items]
Notional Amount	0
2015 [Member] | Sell Norwegian krone [Member]
Derivative [Line Items]
Notional Amount	(64.4)
2015 [Member] | Sell Pound Sterling [Member]
Derivative [Line Items]
Notional Amount	0
2015 [Member] | Sell U.S. dollar [Member]
Derivative [Line Items]
Notional Amount	(136.3)
2016 [Member] | Buy Euro [Member]
Derivative [Line Items]
Notional Amount	10.2
2016 [Member] | Buy Malaysian ringgit [Member]
Derivative [Line Items]
Notional Amount	0
2016 [Member] | Buy Norwegian krone [Member]
Derivative [Line Items]
Notional Amount	7.8
2016 [Member] | Buy Pound Sterling [Member]
Derivative [Line Items]
Notional Amount	0.8
2016 [Member] | Buy U.S. dollar [Member]
Derivative [Line Items]
Notional Amount	0
2016 [Member] | Sell Euro [Member]
Derivative [Line Items]
Notional Amount	0
2016 [Member] | Sell Malaysian ringgit [Member]
Derivative [Line Items]
Notional Amount	0
2016 [Member] | Sell Norwegian krone [Member]
Derivative [Line Items]
Notional Amount	0
2016 [Member] | Sell Pound Sterling [Member]
Derivative [Line Items]
Notional Amount	0
2016 [Member] | Sell U.S. dollar [Member]
Derivative [Line Items]
Notional Amount	$ (25.8)

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Earnings Per Share

12 Months Ended

Dec. 31, 2013

Earnings per share [Abstract]

Earnings Per Share

Note 16: Earnings Per Share

The calculation of basic and diluted earnings per share for each period presented was as follows: 

	Year Ended December 31,
(amounts in millions, except per share data)	2013		2012		2011
Net income attributable to Cameron	$	699.2	$	750.5	$	521.9
Average shares outstanding (basic)		242.0		246.4		245.0
Common stock equivalents		1.5		1.7		2.1
Incremental shares from assumed conversion of convertible debentures		–		–		2.1
Shares utilized in diluted earnings per share calculation		243.5		248.1		249.2
Earnings per share attributable to Cameron stockholders:
Basic	$	2.89	$	3.05	$	2.13
Diluted	$	2.87	$	3.02	$	2.09

The Company’s 2.5% Convertible Debentures were included in the calculation of diluted earnings per share for the year ended December 31, 2011, since the average price of the Company’s common stock exceeded the conversion price of the debentures during a portion of the year.  These debentures were converted or repurchased by the Company during 2011.

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Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Off Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments [Abstract]

Fair value of financial instruments in the balance sheet

Following is a summary of the Company’s financial instruments which have been valued at fair value in the Company’s Consolidated Balance Sheets at December 31, 2013 and 2012:

	Fair Value Based on Quoted Prices in Active  Markets for Identical Assets (Level 1)				Fair Value Based on  Significant Other  Observable Inputs (Level 2)				Total
(dollars in millions)	2013		2012		2013		2012		2013		2012
Cash and cash equivalents:
Cash	$	617.8	$	447.1	$	–	$	–	$	617.8	$	447.1
Certificates of deposit		–		0.2		–		–		–		0.2
Money market funds		1,172.4		429.1		–		–		1,172.4		429.1
Commercial paper		–		–		3.9		202.7		3.9		202.7
U.S. treasury securities		–		17.6		–		–		–		17.6
U.S. non-governmental agency asset-backed securities		–		–				41.4		–		41.4
U.S. corporate obligations		–		18.9		–		–		–		18.9
Non-U.S. bank and other obligations		18.8		28.8		–		–		18.8		28.8
Short-term investments:
Commercial paper		–		–				253.9		–		253.9
Certificates of deposit		–		3.0		–		–		–		3.0
U.S. Treasury securities		41.0		64.5		–		–		41.0		64.5
U.S. non-governmental agency asset-backed securities		–		–				99.5		–		99.5
U.S. corporate obligations		–		96.1		–		–		–		96.1
Non-qualified plan assets:
Money market funds		1.0		1.1		–		–		1.0		1.1
Domestic bond funds		2.9		2.4		–		–		2.9		2.4
International bond fund		0.3		0.1		–		–		0.3		0.1
Domestic equity funds		5.5		3.6		–		–		5.5		3.6
International equity funds		2.7		2.1		–		–		2.7		2.1
Blended equity funds		3.8		2.6		–		–		3.8		2.6
Common stock		2.3		2.1		–		–		2.3		2.1
Derivatives, net asset (liability):
Foreign currency contracts		–		–		19.0		19.9		19.0		19.9
	$	1,868.5	$	1,119.3	$	22.9	$	617.4	$	1,891.4	$	1,736.7

Information relating to the contracts and estimated fair values recorded in the Company's Consolidated Balance Sheets

Total gross volume bought (sold) by notional currency and maturity date on open foreign currency forward contracts at December 31, 2013 was as follows:

Notional Amount - Buy									Notional Amount - Sell
((in millions)	2014		2015		2016		Total		2014			2015			2016			Total
Notional currency in:
Euro		157.8		9.9		10.2		177.9		(45.3	)		–			–			(45.3	)
Malaysian ringgit		28.4		–		–		28.4		–			–			–			–
Norwegian krone		1,269.7		318.5		7.8		1,596.0		(406.4	)		(64.4	)		–			(470.8	)
Pound Sterling		113.5		17.3		0.8		131.6		(1.3	)		–			–			(1.3	)
U.S. dollar		182.1		–		–		182.1		(677.2	)		(136.3	)		(25.8	)		(839.3	)

Schedule of fair values of derivative financial instruments of balance sheets

The fair values of derivative financial instruments recorded in the Company’s Consolidated Balance Sheets were as follows:

	December 31,
	2013				2012
(dollars in millions)	Assets		Liabilities		Assets		Liabilities
Derivatives designated as hedges:
Foreign exchange contracts –
Current	$	28.3	$	10.4	$	20.4	$	5.7
Non-current		2.8		1.7		2.3		0.4
Total derivatives designated as hedges		31.1		12.1		22.7		6.1
Derivatives not designated as hedges:
Foreign exchange contracts –
Current		5.6		5.6		3.3		–
Non-current		–		–		–		–
Total derivatives not designated as hedges		5.6		5.6		3.3		–
Total derivatives	$	36.7	$	17.7	$	26.0	$	6.1

Pre-tax gain (loss) from ineffective portion of derivatives

The amount of pre-tax gain (loss) from the ineffective portion of derivatives designated as hedging instruments and from derivatives not designated as hedging instruments was:

	Year Ended December 31,
(dollars in millions)	2013			2012		2011
Derivatives designated as hedging instruments:
Foreign currency contracts –
Cost of sales	$	1.3		$	0.4	$	(0.8	)
Derivatives not designated as hedging instruments:
Foreign currency contracts –
Cost of sales		7.3			1.9		(0.5	)
Other costs		(1.1	)		15.7		(9.3	)
Equity call options -
Other costs		–			–		(12.2	)
Interest rate swaps -
Interest, net		–			–		(0.2	)
Total pre-tax gain (loss)	$	7.5		$	18.0	$	(23.0	)

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Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt [Abstract]

Debt obligations

The Company’s debt obligations were as follows:

	December 31,
(dollars in millions)	2013			2012
Senior notes:
Floating rate notes due June 2, 2014	$	250.0		$	250.0
1.6% notes due April 30, 2015		250.0			250.0
1.15% notes due December 15, 2016		250.0			–
6.375% notes due July 15, 2018		450.0			450.0
4.5% notes due June 1, 2021		250.0			250.0
3.6% notes due April 30, 2022		250.0			250.0
4.0% notes due December 15, 2023		250.0			–
7.0% notes due July 15, 2038		300.0			300.0
5.95% notes due June 1, 2041		250.0			250.0
5.125% notes due December 15, 2043		250.0			–
Unamortized original issue discount		(7.0	)		(4.1	)
Other debt		56.6			19.6
Obligations under capital leases		60.2			60.7
		2,859.8			2,076.2
Current maturities		(297.0	)		(29.2	)
Long-term maturities	$	2,562.8		$	2,047.0

Interest expensed and paid

Information on interest expensed and paid during the three years ended December 31, 2013 was as follows:

	Year Ended December 31
(dollars in millions)	2013		2012		2011
Interest expensed	$	114.5	$	104.4	$	92.4
Interest paid	$	105.1	$	96.7	$	102.8

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Subsequent Events (Details) (Subsequent Event [Member], USD $) In Millions, unless otherwise specified	0 Months Ended	12 Months Ended
	Jan. 20, 2014	Dec. 31, 2013 Reciprocating Compression business [Member]	Dec. 31, 2013 Centrifugal Compression business [Member]
Subsequent Event [Line Items]
Date of definitive agreement to sell Reciprocating Compression business	Jan. 20, 2014
Cash consideration	$ 550
Revenues from discontinued operations		$ 302	$ 398

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Inventories (Tables)

12 Months Ended

Dec. 31, 2013

Inventories [Abstract]

Inventories

Inventories consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Raw materials	$	237.7		$	237.9
Work-in-process		894.4			902.1
Finished goods, including parts and subassemblies		2,207.8			1,797.9
Other		21.5			14.3
		3,361.4			2,952.2
Excess of current standard costs over LIFO costs		(120.0	)		(122.0	)
Allowance for obsolete and excess inventory		(109.0	)		(89.0	)
Total inventories	$	3,132.4		$	2,741.2

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Summary of Major Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary of Major Accounting Policies [Abstract]
Minimum percentage of investments in affiliated companies accounted for using the equity method (in hundredths)	20.00%
Maximum percentage of investments in affiliated companies accounted for using the equity method (in hundredths)	50.00%
Revenue Recognition [Abstract]
Percentage of revenue recognized under the accounting rules for construction-type and production-type contracts (in hundredths)	29.00%	23.00%	26.00%
Inventories [Abstract]
Percentage of inventories carried on the LIFO method (in hundredths)	49.00%	53.00%
Foreign Currency Derivatives [Abstract]
Foreign currency transactions gain (loss)	$ 0.2	$ (12.4)	$ (10.9)
Minimum [Member]
Intangible Assets [Abstract]
Finite-lived intangible assets, useful life	5 years
Maximum [Member]
Intangible Assets [Abstract]
Finite-lived intangible assets, useful life	28 years
Buildings and Leasehold Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Buildings and Leasehold Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	40 years
Machinery, Equipment and Tooling [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Machinery, Equipment and Tooling [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	18 years
Office Furniture, Software and Other [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Office Furniture, Software and Other [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years

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Earnings Per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings per share [Abstract]
Net income attributable to Cameron	$ 220.9	$ 189.6	$ 140.4	$ 148.3	$ 218.3	$ 223.6	$ 174.6	$ 134.0	$ 699.2	$ 750.5	$ 521.9
Average shares outstanding (basic) (in shares)									242.0	246.4	245.0
Common stock equivalents (in shares)									1.5	1.7	2.1
Incremental shares from assumed conversion of convertible debentures (in shares)									0	0	2.1
Shares utilized in diluted earnings per share calculation (in shares)									243.5	248.1	249.2
Earnings per share attributable to Cameron stockholders [Abstract]
Basic (in dollars per share)	$ 0.96	$ 0.78	$ 0.57	$ 0.60	$ 0.88	$ 0.91	$ 0.71	$ 0.54	$ 2.89	$ 3.05	$ 2.13
Diluted (in dollars per share)	$ 0.95	$ 0.78	$ 0.57	$ 0.60	$ 0.88	$ 0.90	$ 0.70	$ 0.54	$ 2.87	$ 3.02	$ 2.09
Interest rate percentage on Convertible Debentures included in calculation of diluted earnings per share, prior period (in hundredths)											2.50%

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Debt (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended					12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended				12 Months Ended						12 Months Ended		12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Senior Notes Payable Due 2014 [Member]	Dec. 31, 2012 Senior Notes Payable Due 2014 [Member]	Dec. 31, 2013 Senior Notes Payable Due 2015 [Member]	Dec. 31, 2012 Senior Notes Payable Due 2015 [Member]	Dec. 31, 2013 Senior Notes Payable Due 2016 [Member]	Dec. 31, 2012 Senior Notes Payable Due 2016 [Member]	Dec. 31, 2013 Senior Notes Payable Due 2018 [Member]	Dec. 31, 2012 Senior Notes Payable Due 2018 [Member]	Dec. 31, 2013 Senior Notes Payable Due 2021 [Member]	Dec. 31, 2012 Senior Notes Payable Due 2021 [Member]	Dec. 31, 2013 Senior Notes Payable Due 2022 [Member]	Dec. 31, 2012 Senior Notes Payable Due 2022 [Member]	Dec. 31, 2013 Senior Notes Payable Due 2023 [Member]	Dec. 31, 2012 Senior Notes Payable Due 2023 [Member]	Dec. 31, 2013 Senior Notes Payable Due 2038 [Member]	Dec. 31, 2012 Senior Notes Payable Due 2038 [Member]	Dec. 31, 2013 Senior Notes Payable Due 2041 [Member]	Dec. 31, 2012 Senior Notes Payable Due 2041 [Member]	Dec. 31, 2013 Senior Notes Payable [Member]	Dec. 31, 2012 Senior Notes Payable [Member]	Dec. 31, 2013 Senior Notes Payable Due 2043 [Member]	Dec. 31, 2012 Senior Notes Payable Due 2043 [Member]	Dec. 31, 2013 Other Debt [Member]	Dec. 31, 2012 Other Debt [Member]	Dec. 31, 2013 Obligations Under Capital Leases [Member]	Dec. 31, 2012 Obligations Under Capital Leases [Member]	Dec. 31, 2013 Public offering [Member]	May 17, 2012 Public offering [Member]	Dec. 31, 2013 Amended Line of Credit [Member]	Dec. 31, 2013 Line of Credit Multi Currency [Member]
Debt Instrument [Line Items]
Principal outstanding, net of unamortized discount	$ 2,859.8	$ 2,076.2		$ 250.0	$ 250.0	$ 250.0	$ 250.0	$ 250.0	$ 0	$ 450.0	$ 450.0	$ 250.0	$ 250.0	$ 250.0	$ 250.0	$ 250.0	$ 0	$ 300.0	$ 300.0	$ 250.0	$ 250.0			$ 250.0	$ 0	$ 56.6	$ 19.6	$ 60.2	$ 60.7
Unamortized original issue discount																						(7.0)	(4.1)
Current maturities	(297.0)	(29.2)
Long-term maturities	2,562.8	2,047.0
Maturity date				Jun. 02, 2014		Apr. 30, 2015		Dec. 15, 2016		Jul. 15, 2018		Jun. 01, 2021		Apr. 30, 2022		Dec. 15, 2023		Jul. 15, 2038		Jun. 01, 2041				Dec. 15, 2043								Jun. 06, 2016
Interest rate (in hundredths)						1.60%		1.15%		6.375%		4.50%		3.60%		4.00%		7.00%		5.95%				5.125%
Issuance date of unsecured senior notes																														Dec. 16, 2013
Issued amount (Senior Notes)																															750.0
Debt instrument, date of first required payment								Jun. 15, 2014								Jun. 15, 2014
Percentage of principal amount under a change of control repurchase event (in hundredths)								99.982%								99.641%								99.092%
Maximum borrowing capacity																																835.0	170.0
Letters of credit outstanding																																25.4	126.4
Remaining capacity under revolving line of credit facility																																809.6	43.6
Weighted-average interest rate on other debt (in hundredths)																										6.10%	9.20%
Future maturities, 2014	284.1
Future maturities, 2015	251.1
Future maturities, 2016	271.4
Future maturities, 2018	450.0
Future maturities, thereafter	1,550.0
Interest expensed and paid [Abstract]
Interest expensed	114.5	104.4	92.4
Interest paid	$ 105.1	$ 96.7	$ 102.8

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Business Segments (Tables)

12 Months Ended

Dec. 31, 2013

Business Segments [Abstract]

Summary financial data by segment

Summary financial data by segment follows: 

	Year Ended December 31, 2013
(dollars in millions)	DPS			V&M	PCS		Corporate & Other			Consolidated
Revenues	$	6,287.5	$	2,085.7	$	1,465.2	$	–		$	9,838.4
Depreciation and amortization	$	207.2	$	39.6	$	36.1	$	31.6		$	314.5
Interest, net	$	–	$	–	$	–	$	100.2		$	100.2
Income (loss) before income taxes	$	822.6	$	424.2	$	142.8	$	(437.1	)	$	952.5
Capital expenditures	$	330.2	$	57.9	$	30.4	$	101.5		$	520.0
Total assets	$	9,945.4	$	1,809.8	$	2,461.4	$	31.9		$	14,248.5

	Year Ended December 31, 2012
(dollars in millions)	DPS			V&M	PCS		Corporate & Other			Consolidated
Revenues	$	4,871.3	$	2,142.2	$	1,488.6	$	−		$	8,502.1
Depreciation and amortization	$	149.9	$	41.4	$	36.9	$	26.5		$	254.7
Interest, net	$	–	$	−	$	–	$	90.4		$	90.4
Income (loss) before income taxes	$	712.3	$	425.8	$	147.1	$	(347.2	)	$	938.0
Capital expenditures	$	300.0	$	29.9	$	28.5	$	68.8		$	427.2
Total assets	$	6,005.1	$	1,773.0	$	2,576.9	$	803.2		$	11,158.2

	Year Ended December 31, 2011
(dollars in millions)	DPS			V&M	PCS		Corporate & Other			Consolidated
Revenues	$	4,061.5	$	1,663.0	$	1,234.5	$	–		$	6,959.0
Depreciation and amortization	$	111.4	$	40.3	$	37.9	$	17.0		$	206.6
Interest, net	$	–	$	–	$	–	$	84.0		$	84.0
Income (loss) before income taxes	$	685.6	$	294.1	$	116.0	$	(444.6	)	$	651.1
Capital expenditures	$	255.6	$	34.8	$	21.6	$	76.1		$	388.1
Total assets	$	4,784.5	$	1,524.6	$	2,101.9	$	950.7		$	9,361.7

Revenue by shipping location and long-lived assets by country

Revenue by shipping location and long-lived assets by country were as follows: 

	Year Ended December 31,
(dollars in millions)	2013		2012		2011
Revenues:
United States	$	4,842.0	$	4,670.5	$	3,868.2
United Kingdom		824.8		616.0		741.2
Other foreign countries		4,171.6		3,215.6		2,349.6
Total revenues	$	9,838.4	$	8,502.1	$	6,959.0

	December 31,
(dollars in millions)	2013		2012		2011
Long-lived assets:
United States	$	2,670.2	$	2,531.7	$	2,411.8
United Kingdom		196.7		170.2		167.4
Other foreign countries		2,998.5		1,322.9		845.4
Total long-lived assets	$	5,865.4	$	4,024.8	$	3,424.6

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Consolidated Changes in Stockholders' Equity (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Consolidated Changes in Stockholders' Equity [Abstract]
Formation of OneSubsea, tax effects	$ 90.5

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Leases (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Leases [Abstract]
Rental expenses	$ 111.1	$ 85.6	$ 74.7
Future minimum lease payments with respect to capital leases [Abstract]
2014	16.6
2015	14.1
2016	10.4
2017	7.2
2018	3.9
Thereafter	57.7
Future minimum lease payments	109.9
Less: amount representing interest	(49.7)
Lease obligations at December 31, 2013	60.2
Future minimum lease payments with respect to operating leases [Abstract]
2014	105.9
2015	84.8
2016	80.8
2017	65.3
2018	51.7
Thereafter	390.7
Future minimum lease payments	779.2
Less: amount representing interest	0
Lease obligations at December 31, 2013	$ 779.2

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Leases (Tables)

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Future minimum lease payments for capital leases and noncancelable operating leases

Future minimum lease payments with respect to capital leases and operating leases with noncancelable terms in excess of one year were as follows:

	Capital			Operating
(dollars in millions)	Lease Payments			Lease Payments
Year ending December 31:
2014	$	16.8		$	105.9
2015		14.4			84.8
2016		10.8			80.8
2017		7.6			65.3
2018		4.3			51.7
Thereafter		64.6			390.7
Future minimum lease payments		118.5			779.2
Less: amount representing interest		(58.3	)		–
Lease obligations at December 31, 2013	$	60.2		$	779.2

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Subsequent Events

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

Note 20: Subsequent Events

On January 20, 2014, the Company announced that it had entered into a definitive agreement to sell its Reciprocating Compression business, a division of the PCS segment, to General Electric for cash consideration of approximately $550 million, subject to closing adjustments.  Closing on the sale is expected during the third quarter of 2014.  The Company currently expects to report an after-tax loss, including the write-off of non-deductible goodwill, most of which will be reflected in the Company’s financial statements for the first quarter of 2014.  The Reciprocating Compression business, which had revenues of nearly $302 million for the year ended December 31, 2013, will be reported as discontinued operations in the Company’s consolidated financial statements beginning in the first quarter of 2014.  The Company plans to use the estimated after tax proceeds from the sale to partially fund its existing share repurchase program.

At the same time, the Company also announced that it intends to explore strategic alternatives for the Centrifugal Compression business, another of the divisions of the PCS segment, to further enhance the Company’s focus on its core businesses.  The Centrifugal Compression division, which had revenues of approximately $398 million for the year ended December 31, 2013, will continue to be reported in the Company’s continuing operations while the Company is exploring the various strategic alternatives for this business.

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Contingencies

12 Months Ended

Dec. 31, 2013

Contingencies [Abstract]

Contingencies

Note 19: Contingencies

The Company is subject to a number of contingencies, including litigation, tax contingencies and environmental matters.

Litigation

The Company also has been and continues to be named as a defendant in a number of multi-defendant, multi-plaintiff tort lawsuits. At December 31, 2013, the Company’s Consolidated Balance Sheet included a liability of approximately $14.8 million for such cases. The Company believes, based on its review of the facts and law, that the potential exposure from these suits will not have a material adverse effect on its consolidated results of operations, financial condition or liquidity.

Tax and Other Contingencies

The Company has legal entities in over 50 countries. As a result, the Company is subject to various tax filing requirements in these countries. The Company prepares its tax filings in a manner which it believes is consistent with such filing requirements. However, some of the tax laws and regulations to which the Company is subject require interpretation and/or judgment. Although the Company believes the tax liabilities for periods ending on or before the balance sheet date have been adequately provided for in the financial statements, to the extent a taxing authority believes the Company has not prepared its tax filings in accordance with the authority’s interpretation of the tax laws and regulations, the Company could be exposed to additional taxes.

The Company has been assessed customs duties and penalties by the government of Brazil totaling almost $50.0 million at December 31, 2013, including interest accrued at local country rates, following a customs audit for the years 2003-2010.  The Company filed an administrative appeal and believes a majority of this assessment will ultimately be proven to be incorrect because of numerous errors in the assessment, and because the government has not provided appropriate supporting documentation for the assessment.  As a result, the Company currently expects no material adverse impact on its results of operations or cash flows as a result of the ultimate resolution of this matter.  No amounts have been accrued for this assessment as of December 31, 2013 as no loss is currently considered probable.

Environmental Matters

The Company is currently identified as a potentially responsible party (PRP) with respect to two sites designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or similar state laws. One of these sites is Osborne, Pennsylvania (a landfill into which a predecessor of the PCS operation in Grove City, Pennsylvania deposited waste), where remediation was completed in 2011 and remaining costs relate to ongoing ground water monitoring. The other is believed to be a de minimis exposure. The Company is also engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality at former manufacturing locations in Houston and Missouri City, Texas. Additionally, the Company has discontinued operations at a number of other sites which had been active for many years and which may have yet undiscovered contamination. The Company does not believe, based upon information currently available, that there are any material environmental liabilities existing at these locations. At December 31, 2013, the Company’s Consolidated Balance Sheet included a noncurrent liability of approximately $3.2 million for these environmental matters.

In 2001, the Company discovered that contaminated underground water from the former manufacturing site in Houston referenced above had migrated under an adjacent residential area. Pursuant to applicable state regulations, the Company notified the affected homeowners. Concerns over the impact on property values of the underground water contamination and its public disclosure led to a number of claims by homeowners.  The Company has settled these claims, primarily as a result of the settlement of a class action lawsuit, and is obligated to reimburse approximately 190 homeowners for any diminution in value of their property due to contamination concerns at the time of the property’s sale. Test results of monitoring wells on the southeastern border of the plume indicate that the plume is moving in a new direction, likely as a result of a ground water drainage system completed as part of an interstate highway improvement project.  As a result, the Company notified 39 additional homeowners, and may provide notice to additional homeowners, whose property is adjacent to the class area that their property may be affected.  The Company is reviewing whether additional remedial measures are appropriate.  The Company believes, based on its review of the facts and law, that any potential exposure from existing agreements as well as any possible new claims that may be filed with respect to this underground water contamination will not have a material adverse effect on its financial position or results of operations. The Company’s Consolidated Balance Sheet included a liability of approximately $7.1 million for these matters as of December 31, 2013. 

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Inventories [Abstract]
Raw materials	$ 237.7	$ 237.9
Work-in-process	894.4	902.1
Finished goods, including parts and subassemblies	2,207.8	1,797.9
Other	21.5	14.3
Gross Inventories	3,361.4	2,952.2
Excess of current standard costs over LIFO costs	(120.0)	(122.0)
Allowance for obsolete and excess inventory	(109.0)	(89.0)
Total inventories	$ 3,132.4	$ 2,741.2

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Taxes [Abstract]

Components of income before income taxes

The components of income before income taxes were as follows: 

	Year Ended December 31,
(dollars in millions)	2013		2012		2011
U.S. operations	$	284.1	$	745.9	$	590.3
Foreign operations		668.4		192.1		60.8
Income before income taxes	$	952.5	$	938.0	$	651.1

Provision for income taxes

The provisions for income taxes were as follows: 

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Current:
U.S. federal	$	20.7		$	123.4		$	46.6
U.S. state and local		13.1			9.4			5.3
Foreign		177.1			140.1			96.4
		210.9			272.9			148.3
Deferred:
U.S. federal		31.5			(35.8	)		5.9
U.S. state and local		2.3			(2.3	)		2.1
Foreign		(16.4	)		(47.3	)		(27.1	)
		17.4			(85.4	)		(19.1	)
Income tax provision	$	228.3		$	187.5		$	129.2

Effective income tax rate reconciliation

The reasons for the differences between the provision for income taxes and income taxes using the U.S. federal income tax rate were as follows:

	Year Ended December 31,
	2013			2012			2011
U.S. federal statutory rate		35.00	%		35.00	%		35.00	%
State and local income taxes		1.05			0.57			1.03
Foreign statutory rate differential		(10.70	)		(9.22	)		(7.30	)
Change in valuation allowance on deferred tax assets		(1.51	)		5.92			(8.89	)
Nondeductible expenses		1.00			0.74			2.47
Net U.S. tax on foreign source income		(2.95	)		(10.92	)		(1.67	)
All other		2.11			(2.09	)		(0.80	)
Total		24.00	%		20.00	%		19.84	%
Total income taxes paid (dollars in millions)	$	329.4		$	239.5		$	121.2

Components of deferred tax assets and liabilities

Components of deferred tax assets (liabilities) were as follows:

	December 31,
(dollars in millions)	2013			2012
Deferred tax liabilities:
Plant and equipment	$	(171.0	)	$	(150.3	)
Intangible assets		(251.3	)		(106.7	)
Other		(16.0	)		(17.1	)
Total deferred tax liabilities		(438.3	)		(274.1	)
Deferred tax assets:
Inventory		20.3			5.6
Postretirement benefits other than pensions		11.7			11.7
Reserves and accruals		92.9			137.5
Net operating losses and tax credits		246.4			276.6
Pensions		15.7			25.8
Other		17.2			12.7
Total deferred tax assets		404.2			469.9
Valuation allowance		(58.9	)		(84.2	)
Net deferred tax assets (liabilities)	$	(93.0	)	$	111.6

Changes in unrecognized tax benefits

Changes in the Company’s accruals for unrecognized tax benefits were as follows:

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Balance at beginning of year	$	121.0		$	148.4		$	68.4
Increases in estimates for tax positions taken prior to the current year		–			–			6.6
Decreases in estimates for tax positions taken prior to the current year		–			(11.3	)		(2.4	)
Increases due to tax positions taken during the current year		3.0			–			76.1
Decreases relating to settlements with tax authorities		(19.2	)		(10.1	)		(2.3	)
Decreases resulting from the lapse of applicable statutes of limitation		–			(6.5	)		(0.1	)
Net increases (decreases) due to translation and interest		(2.2	)		0.5			2.1
Balance at end of year	$	102.6		$	121.0		$	148.4

Summary of income tax examinations

The Company and its subsidiaries file income tax returns in the United States, various domestic states and localities and in many foreign jurisdictions. The earliest years’ tax returns filed by the Company that are still subject to examination by authorities in the major tax jurisdictions are as follows:

United States	United Kingdom	Canada	France	Germany	Norway	Singapore	Italy
2000	2007	2006	2010	2008	2010	2004	2007

Summary of valuation allowance

Changes in the Company’s valuation allowances against these net operating loss and credit carryforwards and other deferred tax assets were as follows:

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Balance at beginning of year	$	84.2		$	29.7		$	96.2
Valuation allowances for unutilized net operating losses and excess foreign tax credits generated in the current year		10.7			35.9			–
Valuation allowances on foreign tax credits associated with a prior year		4.5			19.5			–
Reduction in valuation allowances due to utilization of prior years’ net operating losses and excess foreign tax credits		(20.3	)		–			(57.9	)
Write-off of valuation allowances and associated deferred tax assets for certain losses that have no possibility of being utilized		(18.8	)		–			(6.0	)
Effect of translation		(1.4	)		(0.9	)		(2.6	)
Balance at end of year	$	58.9		$	84.2		$	29.7

Summary of tax credit carryforwards

Tax attribute carryforwards which are available for use on future income tax returns at December 31, 2013 are as follows:

(dollars in millions)	Domestic		Foreign		Expiration
Net operating losses - regular income tax	$	–	$	516.8	2014 - Indefinite
Net operating losses – state income tax	$	3.5	$	–		2016 - 2027
Foreign tax credits	$	124.1	$	–		2016 - 2022

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Unaudited Quarterly Operating Results

12 Months Ended

Dec. 31, 2013

Unaudited Quarterly Operating Results [Abstract]

Unaudited Quarterly Operating Results

Note 21: Unaudited Quarterly Operating Results

Unaudited quarterly operating results were as follows: 

	2013 (quarter ended)
(dollars in millions, except per share data)	March 31,		June 30,		September 30,		December 31,
Revenues	$	2,117.7	$	2,287.4	$	2,495.8	$	2,937.5
Revenues less cost of sales (exclusive of depreciation andamortization)	$	623.6	$	662.4	$	715.1	$	821.4
Other costs	$	30.8	$	35.6	$	13.9	$	12.4
Net income	$	148.3	$	140.4	$	192.4	$	243.1
Net income attributable to noncontrolling interests	$	–	$	–	$	2.8	$	22.2
Net income attributable to Cameron	$	148.3	$	140.4	$	189.6	$	220.9
Earnings per share attributable to Cameron stockholders:
Basic	$	0.60	$	0.57	$	0.78	$	0.96
Diluted	$	0.60	$	0.57	$	0.78	$	0.95

	2012 (quarter ended)
(dollars in millions, except per share data)	March 31,			June 30,		September 30,		December 31,
Revenues	$	1,804.3		$	2,053.7	$	2,218.3	$	2,425.8
Revenues less cost of sales (exclusive of depreciation andamortization)	$	523.9		$	604.8	$	650.1	$	699.0
Other costs (credits)	$	(1.5	)	$	9.9	$	3.4	$	21.7
Net income attributable to Cameron	$	134.0		$	174.6	$	223.6	$	218.3
Earnings per share attributable to Cameron stockholders:
Basic	$	0.54		$	0.71	$	0.91	$	0.88
Diluted	$	0.54		$	0.70	$	0.90	$	0.88

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2013

Schedule II - Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts [Text Block]

Schedule II - Valuation and Qualifying Accounts

(dollars in millions)

			Additions
	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions (a)			Translation			Balance at end of period
YEAR ENDED DECEMBER 31, 2013:
Allowance for doubtful accounts	$	7.9	$	14.2	$	(0.5	)	$	(0.7	)	$	-		$	20.9
Allowance for obsolete and excess inventory	$	89.0	$	28.3	$	3.9		$	(11.6	)	$	(0.6	)	$	109.0
YEAR ENDED DECEMBER 31, 2012:
Allowance for doubtful accounts	$	9.9	$	0.5	$	0.2		$	(2.6	)	$	(0.1	)	$	7.9
Allowance for obsolete and excess inventory	$	81.9	$	20.9	$	(2.0	)	$	(12.3	)	$	0.5		$	89.0
YEAR ENDED DECEMBER 31, 2011:
Allowance for doubtful accounts	$	14.0	$	1.0	$	0.3		$	(5.2	)	$	(0.2	)	$	9.9
Allowance for obsolete and excess inventory	$	68.0	$	18.8	$	2.0		$	(6.0	)	$	(0.9	)	$	81.9

___________

(a) Write-offs of uncollectible receivables, deductions for collections of previously reserved receivables and write-offs of obsolete inventory.

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Consolidated Changes in Stockholders' Equity (USD $) In Millions	Common Stock [Member]	Capital in Excess of Par value [Member]	Retained Earnings [Member]	Accumulated Other Elements of Comprehensive Income (Loss) [Member]	Treasury Stock [Member]	Noncontrolling Interests [Member]	Total
Balance at Dec. 31, 2010	$ 2.6	$ 2,259.3	$ 2,848.3	$ (27.1)	$ (690.7)	$ 0	$ 4,392.4
Net income	0	0	521.9	0	0	0	521.9
Other comprehensive income (loss)	0	0	0	(63.7)	0	0	(63.7)
Non-cash stock compensation expense	0	36.7	0	0	0	0	36.7
Purchase of treasury stock	0	0	0	0	(2.4)	0	(2.4)
Treasury stock issued under stock compensation plans	0	(25.4)	0	0	46.1	0	20.7
Tax benefit of stock compensation plan transactions	0	4.9	0	0	0	0	4.9
Conversion value of convertible debentures in excess of principal	0	(203.3)	0	0	0	0	(203.3)
Other	0	0.2	0	0	0	0	0.2
Balance at Dec. 31, 2011	2.6	2,072.4	3,370.2	(90.8)	(647.0)	0	4,707.4
Net income	0	0	750.5	0	0	0	750.5
Other comprehensive income (loss)	0	0	0	60.8	0	0	60.8
Non-cash stock compensation expense	0	44.7	0	0	0	0	44.7
Purchase of treasury stock	0	0	0	0	(21.5)	0	(21.5)
Treasury stock issued under stock compensation plans	0	(34.0)	0	0	46.7	0	12.7
Tax benefit of stock compensation plan transactions	0	11.5	0	0	0	0	11.5
Balance at Dec. 31, 2012	2.6	2,094.6	4,120.7	(30.0)	(621.8)	0	5,566.1
Formation of OneSubsea, net of tax effects of $90.5	0	1,083.0	0	0	0	926.5	2,009.5
Net income	0	0	699.2	0	0	25.0	724.2
Other comprehensive income (loss)	0	0	0	(49.5)	0	5.5	(44.0)
Non-cash stock compensation expense	0	53.8	0	0	0	0	53.8
Net change in treasury shares owned by participants in nonqualified deferred compensation plans	0	0	0	0	(2.3)	0	(2.3)
Purchase of treasury stock	0	0	0	0	(1,532.7)	0	(1,532.7)
Treasury stock issued under stock compensation plans	0	(27.8)	0	0	58.8	0	31.0
Tax benefit of stock compensation plan transactions	0	9.5	0	0	0	0	9.5
Contributions from noncontrolling interest owners	0	0	0	0	0	75.3	75.3
Purchases of noncontrolling ownership interests	0	0	0	0	0	(7.2)	(7.2)
Other noncontrolling interests	0	0	0	0	0	38.4	38.4
Other	0	(6.2)	0	0	0	0	(6.2)
Balance at Dec. 31, 2013	$ 2.6	$ 3,206.9	$ 4,819.9	$ (79.5)	$ (2,098.0)	$ 1,063.5	$ 6,915.4

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Summary of Major Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Summary of Major Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation — The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. Investments from 20% to 50% in affiliated companies are accounted for using the equity method.

Estimates in Financial Statements

Estimates in Financial Statements— The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, estimates of total contract profit or loss on certain long-term production contracts, estimated losses on accounts receivable, estimated realizable value on excess and obsolete inventory, contingencies, including tax contingencies, estimated liabilities for litigation exposures and liquidated damages, estimated warranty costs, estimates related to pension accounting, estimates used to determine fair values in purchase accounting, estimates related to the fair value of reporting units for purposes of assessing goodwill for impairment, estimated proceeds from assets held for sale and estimates related to deferred tax assets and liabilities, including valuation allowances on deferred tax assets. Actual results could differ materially from these estimates. 

Revenue Recognition

Revenue Recognition — The Company generally recognizes revenue, net of sales taxes, once the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery of the equipment has occurred or the customer has taken title and risk of loss or services have been rendered, (iii) the price of the equipment or service is fixed and determinable and (iv) collectibility is reasonably assured. For certain engineering, procurement and construction-type contracts, which typically include the Company’s subsea and drilling systems and processing equipment contracts, revenue is recognized in accordance with accounting rules relating to construction-type and production-type contracts. Under this guidance, the Company recognizes revenue on these contracts based upon completion of milestones using a units-of-completion method. However, for certain specific types of drilling and subsea systems contracts which have different characteristics than our other contracts, we use the cost-to-cost method of accounting. Under the units-of-completion method, revenue and cost of sales are recognized once the manufacturing process is complete for each milestone included in the contract, including customer inspection and acceptance, if required by the contract. Under the cost-to-cost method, revenue and cost of sales are recognized in the ratio of actual costs incurred to date on the project in relation to total estimated project costs. Both methods require the Company to make estimates regarding the total costs of the project, which impacts the amount of gross margin the Company recognizes in each reporting period. The Company routinely, and at least quarterly, reviews its estimates relating to total estimated contract profit or loss and recognizes changes in those estimates as they are determined. Revenue associated with change orders is not included in the calculation of estimated profit on a contract until approved by the customer. Costs associated with unapproved change orders are deferred if (i) the customer acknowledges a change has occurred and (ii) it is probable that the costs will be recoverable from the customer. If these two conditions are not met, the costs are included in the calculation of estimated profit on the project. Anticipated losses on contracts are recorded in full in the period in which they become evident.

Approximately 29%, 23% and 26% of the Company's revenues for the years ended December 31, 2013, 2012 and 2011, respectively, were recognized under the accounting rules for construction-type and production-type contracts.

Shipping and Handling Costs

Shipping and Handling Costs— Shipping and handling costs are reflected in the caption entitled “Cost of sales (exclusive of depreciation and amortization shown separately below)” in the accompanying Consolidated Results of Operations statements. 

Cash Equivalents and Short-Term Investments

Cash Equivalents and Short-Term Investments — Cash equivalents consist of highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase.  Short-term investments consist primarily of commercial paper, U.S. Treasury securities, U.S. non-governmental agency asset-backed securities and corporate debt obligations that have maturities of more than three months but less than one year.  All of our short-term investments are classified as available-for-sale and recorded at fair value, with unrealized holding gains and losses recorded as a component of accumulated other comprehensive income (loss).

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of its customers to make required payments. Such allowances are based upon several factors including, but not limited to, historical experience, the length of time an invoice has been outstanding, responses from customers relating to demands for payment and the current and projected financial condition of specific customers. 

Inventories

Inventories— Aggregate inventories are carried at cost or, if lower, net realizable value. On the basis of current costs, 49% of inventories at December 31, 2013 and 53% at December 31, 2012 are carried on the last-in, first-out (LIFO) method. For these locations, the use of LIFO results in a better matching of costs and revenues. The remaining inventories, which are generally located outside the United States and Canada, are carried on the first-in, first-out (FIFO) method. The Company provides a reserve for estimated inventory obsolescence or excess quantities on hand equal to the difference between the cost of the inventory and its estimated realizable value.

Plant and Equipment

Plant and Equipment— Property, plant and equipment, both owned and under capital lease, are carried at cost. Maintenance and repair costs are expensed as incurred. The cost of renewals, replacements and betterments is capitalized. The Company capitalizes software developed or obtained for internal use. Accordingly, the cost of third-party software, as well as the cost of third-party and internal personnel that are directly involved in application development activities, are capitalized during the application development phase of new software systems projects. Costs during the preliminary project stage and post-implementation stage of new software systems projects, including data conversion and training costs, are expensed as incurred. Depreciation and amortization is provided over the estimated useful lives of the related assets, or in the case of assets under capital leases, over the related lease term, if less, using the straight-line method. The estimated useful lives of the major classes of property, plant and equipment are as follows:

	Estimated Useful Lives
Buildings and leasehold improvements	10-40 years
Machinery, equipment and tooling	3-18 years
Office furniture, software and other	3-10 years

Goodwill and Intangible Assets

Goodwill and Intangible Assets — Cameron allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities, based on their estimated fair values.  The Company will also typically allocate a portion of the purchase price to certain identifiable intangible assets, such as noncompete agreements, trademarks, trade names, patents, technology, customer relationships and backlog using various widely accepted valuation techniques such as discounted future cash flows and the relief-from-royalty and excess earnings methods.  Each of these methods involves level 3 unobservable market inputs.  Any remaining excess of cost over allocated fair values is recorded as goodwill.  On many larger acquisitions, Cameron will engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets.  Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, royalty rates for use of assets, economic lives and the selection of a discount rate.

The Company reviews the carrying value of goodwill in accordance with accounting rules on impairment of goodwill, which require that the Company estimate the fair value of each of its reporting units annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment of goodwill is required.  Generally, this review is conducted during the first quarter of each annual period.  The estimated fair value of each reporting unit for the 2013, 2012 and 2011 evaluations was determined using discounted future expected cash flows (level 3 unobservable inputs) consistent with the accounting guidance for fair-value measurements. Certain estimates and judgments are required in the application of the fair value models, including, but not limited to, estimates of future cash flows and the selection of a discount rate.  At December 31, 2013, the Company’s reporting units for goodwill impairment evaluation purposes were the Drilling, Surface and OneSubsea businesses of the DPS segment, the Engineered Valves, Distributed Valves, Process Valves, Measurement Systems divisions and the Aftermarket Services business of the V&M segment and the Process Systems & Reciprocating Compression, Custom Process Systems and Centrifugal Compression divisions of the PCS segment.  See Note 20 of the Notes to Consolidated Financial Statements for further information regarding the Reciprocating Compression and Centrifugal Compression businesses.

The Company’s intangible assets, excluding goodwill, represent purchased patents, trademarks, customer relationships and other identifiable intangible assets. The majority of intangible assets are amortized on a straight-line basis over the years expected to be benefited, generally ranging from 5 to 28 years. Such intangibles are tested for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable. As many areas of the Company’s business rely on patents and proprietary technology, it has followed a policy of seeking patent protection both inside and outside the United States for products and methods that appear to have commercial significance. The costs of developing any intangibles internally, as well as costs of defending such intangibles, are expensed as incurred. No material impairment of intangible assets was required during the years ended December 31, 2013, 2012 or 2011, except as reflected in Note 3 of the Notes to Consolidated Financial Statements.

Long-Lived Assets

Long-Lived Assets — In accordance with accounting rules for the impairment or disposal of long-lived assets, such assets, excluding goodwill and indefinite-lived intangibles, to be held and used by the Company are reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases its evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. Assets are classified as held for sale when the Company has a plan, approved by the appropriate levels of management,  for disposal of such assets and those assets are stated at the lower of carrying value as estimated fair value less estimated costs to sell.  No material impairment of long-lived assets was required during the years ended December 31, 2013, 2012 or 2011.

Product Warranty

Product Warranty— Estimated warranty costs are accrued either at the time of sale based upon historical experience or, in some cases, when specific warranty problems are encountered. Adjustments to the recorded liability are made periodically to reflect actual experience. 

Contingencies

Contingencies — The Company accrues for costs relating to litigation, including litigation defense costs, claims, assessments and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties, amounts specified by contract, amounts designated by legal statute or management’s judgment, as appropriate. Revisions to contingent liability reserves are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. 

Income Taxes

Income Taxes— The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Income tax expense includes U.S. and foreign income taxes, including U.S. federal taxes on undistributed earnings of foreign subsidiaries to the extent such earnings are planned to be remitted. Taxes are not provided on the translation component of comprehensive income since the effect of translation is not considered to modify the amount of the earnings that are planned to be remitted. 

The Company accounts for uncertainties in its income tax positions in accordance with income tax accounting rules.  Interest related to accruals for uncertain tax positions is reflected as a component of interest expense in the Consolidated Results of Operations statement. Penalties on a tax position taken by the Company are reflected as a component of income tax expense in the Consolidated Results of Operations statement. See Note 12 of the Notes to Consolidated Financial Statements for further discussion of the Company’s income taxes.

Environmental Remediation and Compliance

Environmental Remediation and Compliance — Environmental remediation and postremediation monitoring costs are accrued when such obligations become probable and reasonably estimable. Such future expenditures are not discounted to their present value. 

Pension and Postretirement Benefits Accounting

Pension and Postretirement Benefits Accounting— The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans in its Consolidated Balance Sheets.  The measurement date for all of the Company’s plans was December 31, 2013.  See Note 8 of the Notes to Consolidated Financial Statements for further information.

Stock-Based Compensation

Stock-Based Compensation— At December 31, 2013, the Company had grants outstanding under various stock-based employee compensation plans, which are described in further detail in Note 9 of the Notes to Consolidated Financial Statements. Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by accounting rules on stock compensation. Under this guidance, the fair value of stock option grants and restricted stock unit awards is amortized to expense using the straight-line method over the shorter of the vesting period or the remaining employee service period. 

Derivative Financial Instruments

Derivative Financial Instruments— Consistent with accounting guidance for derivative instruments and hedging activities, the Company recognizes all derivative financial instruments as assets and liabilities on a gross basis and measures them at fair value.  Hedge accounting is only applied when the derivative is deemed highly effective at offsetting changes in anticipated cash flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other elements of comprehensive income (loss) until the underlying transactions are recognized in earnings, at which time any deferred hedging gains or losses are reclassified to earnings in the same income statement caption as impacted by the hedged item. Any ineffective portion of the change in the fair value of a derivative used as a cash flow hedge is recorded in earnings as incurred. The amounts recorded in earnings from ineffectiveness for the years ended December 31, 2013, 2012 and 2011 have not been material. The Company may at times also use forward or option contracts to hedge certain other foreign currency exposures. These contracts are not designated as hedges under the accounting guidance described above.  Therefore, the changes in fair value of these contracts are recognized in earnings as they occur and offset gains or losses on the related exposures. 

The Company may also periodically use interest rate swaps to modify the interest characteristics of some or all of its fixed or floating rate debt.  As these interest rate swaps are generally not designated as hedges, changes in the fair value of these derivatives are recognized as an adjustment to interest expense as they occur.

Foreign Currency

Foreign Currency — For most subsidiaries and branches outside the U.S., the local currency is the functional currency.  The financial statements of these subsidiaries and branches are translated into U.S. dollars as follows: (i) assets and liabilities at year-end exchange rates; (ii) income, expenses and cash flows at monthly average exchange rates or exchange rates in effect on the date of the transaction; and (iii) stockholders’ equity at historical exchange rates. For those subsidiaries where the local currency is the functional currency, the resulting translation adjustment is recorded as a component of accumulated other elements of comprehensive income (loss) in the accompanying Consolidated Balance Sheets. 

For certain other subsidiaries and branches, operations are conducted primarily in currencies other than the local currencies, which are therefore the functional currency. Non-functional currency monetary assets and liabilities are remeasured at ending exchange rates. Revenue, expense and gain and loss accounts of these foreign subsidiaries and branches are remeasured at average exchange rates or exchange rates in effect on the date of the transaction. Non-functional currency non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are remeasured at historical rates. 

Foreign currency gains and losses arising from monetary transactions denominated in a currency other than the functional currency of the entity involved are included in income. The effects of foreign currency transactions were a gain of $0.2 million for the year ended December 31, 2013, a loss of $12.4 million for the year ended December 31, 2012 and a loss of $10.9 million for the year ended December 31, 2011.

Reclassifications and Revisions

Reclassifications and Revisions — Certain prior year amounts have been reclassified to conform to the current year presentation.

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Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2013

Employee Benefit Plans [Abstract]

Total net benefit plan expense (income)

Total net benefit plan expense (income) associated with the Company’s defined benefit pension and postretirement benefit plans consisted of the following:

	Pension Benefits									Postretirement Benefits
(dollars in millions)	2013			2012			2011			2013			2012			2011
Service cost	$	9.9		$	2.9		$	3.1		$	–		$	−		$	−
Interest cost		17.2			14.9			15.9			0.3			0.5			0.6
Expected return on plan assets		(21.7	)		(17.9	)		(18.2	)					−			−
Amortization of prior service credits		(1.6	)		(0.2	)		–			(1.1	)		(1.3	)		(1.3	)
Amortization of losses (gains)		7.9			5.9			5.8			(1.0	)		(0.9	)		(0.9	)
Settlement loss		–			4.5			–			–			–			–
Other		–			1.5			0.3			−			−			−
Total net benefit plan expense (income)	$	11.7		$	11.6		$	6.9		$	(1.8	)	$	(1.7	)	$	(1.6	)

Schedule of net periodic benefit cost not yet recognized

Included in accumulated other elements of comprehensive income (loss) at December 31, 2013 and 2012 are the following amounts that have not yet been recognized in net periodic benefit plan cost, as well as the amounts that are expected to be recognized in net periodic benefit plan cost during the year ending December 31, 2014:

	December 31, 2013						December 31, 2012						Year Ending December 31, 2014
(dollars in millions)	Before Tax			After Tax			Before Tax			After Tax			Expected Amortization
Pension benefits:
Prior service credits	$	21.7		$	17.4		$	0.5		$	0.4		$	(2.5	)
Actuarial losses, net		(118.6	)		(94.3	)		(125.6	)		(95.2	)		9.0
Postretirement benefits:
Prior service credits		3.1			2.0			4.3			2.7			(0.8	)
Actuarial gains		9.0			5.7			8.7			5.5			(1.1	)
	$	(84.8	)	$	(69.2	)	$	(112.1	)	$	(86.6	)	$	4.6

Schedule of changes in benefit obligations

The change in the projected benefit obligation associated with the Company’s defined benefit pension plans and the change in the accumulated benefit obligation associated with the Company’s postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2013			2012			2013			2012
Benefit obligation at beginning of year	$	387.0		$	297.1		$	12.6		$	14.1
Service cost		9.9			2.9			−			−
Interest cost		17.2			14.9			0.3			0.5
Plan participants’ contributions		1.0			0.8			−			−
Actuarial losses (gains)		12.0			43.9			(1.2	)		(0.9	)
Exchange rate changes		5.1			13.9			−			−
Benefits and expenses paid from plan assets		(14.5	)		(9.2	)		(1.2	)		(1.2	)
Plan amendments		(21.6	)		–						0.1
Acquisitions		67.3			–			–			–
Settlements		–			(14.7	)		–			–
Other		25.1			37.4			−			−
Benefit obligation at end of year	$	488.5		$	387.0		$	10.5		$	12.6

Schedule of changes in fair value of plan assets

The change in the plan assets associated with the Company’s defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2013			2012			2013			2012
Fair value of plan assets at beginning of year	$	317.7		$	275.9		$	–		$	−
Actual return on plan assets		41.1			23.3			−			−
Company contributions		13.6			12.3			1.2			1.2
Plan participants’ contributions		1.0			0.8			−			−
Exchange rate changes		6.2			12.7			−			−
Benefits and expenses paid from plan assets		(14.5	)		(9.2	)		(1.2	)		(1.2	)
Acquisitions		46.3			–			–			–
Settlements		–			(14.7	)		–			–
Other		21.0			16.6			−			−
Fair value of plan assets at end of year	$	432.4		$	317.7		$	−		$	−

Status of underfunded defined benefit pension and postretirement benefit plans

The status of the Company’s underfunded defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
	December 31,						December 31,
(dollars in millions)	2013			2012			2013			2012
Current	$	(1.1	)	$	(0.9	)	$	(1.5	)	$	(1.6	)
Non-current		(55.0	)		(68.4	)		(9.0	)		(11.0	)
Underfunded status at end of year	$	(56.1	)	$	(69.3	)	$	(10.5	)	$	(12.6	)

Schedule of actual asset investment allocations

Actual asset investment allocations for the Company’s main defined benefit pension plan in the United Kingdom, which accounts for approximately 78% of total plan assets, were as follows:

	2013			2012			2011
U.K. plan:
Equity securities		60	%		54	%		53	%
Fixed income debt securities, cash and other		40	%		46	%		47	%

Schedule of fair values of plan assets

The fair values of the Company’s pension plan assets by asset category at December 31, 2013 and 2012 were as follows:

	Fair Value Based on Quoted Prices in Active Markets for Identical  Assets (Level 1)				Fair Value Based on  Significant Other  Observable Inputs  (Level 2)				Fair Value Based on Significant  Unobservable Inputs (Level 3)				Total
(dollars in millions)	2013		2012		2013		2012		2013		2012		2013		2012
Cash and cash equivalents	$	1.6	$	1.6	$	–	$	–	$	–	$	–	$	1.6	$	1.6
Equity securities:
U.S. equities		–		–		83.0		65.5		–		–		83.0		65.5
Non-U.S. equities		–		–		125.4		98.1		–		–		125.4		98.1
Bonds:
Non-U.S. government bonds		–		–		92.0		30.1		–		–		92.0		30.1
Non-U.S. corporate bonds		–		–		25.7		94.1		–		–		25.7		94.1
Alternative investments:
Insurance contracts		–		–		–		–		90.6		15.6		90.6		15.6
Real estate and other		–		–		–		–		14.1		12.7		14.1		12.7
Total assets	$	1.6	$	1.6	$	326.1	$	287.8	$	104.7	$	28.3	$	432.4	$	317.7

Changes in the fair value of pension plan assets determined based on level 3 unobservable inputs

Changes in the fair value of pension plan assets determined based on level 3 unobservable inputs were as follows:

	Year Ended December 31,
(dollars in millions)	2013			2012
Balance at beginning of the year	$	28.3		$	19.7
Purchases/sales, net		7.2			7.7
Other plan additions		67.5			–
Actual return on plan assets		3.1			0.2
Currency impact		(1.4	)		0.7
Balance at end of the year	$	104.7		$	28.3

Weighted-average assumptions associated with defined benefit pension and postretirement benefit plans

The weighted-average assumptions associated with the Company’s defined benefit pension and postretirement benefit plans were as follows:

	Pension Benefits						Postretirement Benefits
	2013			2012			2013			2012
Assumptions related to net benefit costs:
U.S. plans:
Discount rate		2.75	%		3.5	%		2.75	%		3.5	%
Measurement date	1/1/2013			1/1/2012			1/1/2013			1/1/2012
Foreign plans:
Discount rate		2.25-6.75	%		5.0-5.75	%		–			–
Expected return on plan assets		3.50-6.75	%		4.75-6.5	%		–			–
Rate of compensation increase		3.0-4.5	%		3.0-4.25	%		–			–
Measurement date	1/1/2013			1/1/2012				–			–
Assumptions related to end-of-period benefit obligations:
U.S. plans:
Discount rate		3.75	%		2.75	%		3.75	%		2.75	%
Health care cost trend rate		–			–			7.5	%		8.0	%
Measurement date	12/31/2013			12/31/2012			12/31/13			12/31/2012
Foreign plans:
Discount rate		3.5-5.25	%		2.25-6.75	%		–			–
Rate of compensation increase		2.25-4.5	%		3.0-4.5	%		–			–
Measurement date	12/31/2013			12/31/2012				–			–

Projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets

Amounts applicable to the Company’s pension plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets were as follows:

	Projected Benefit Obligation in Excess of Plan Assets at December 31,				Accumulated Benefit Obligation in Excess of Plan Assets at December 31,
(dollars in millions)	2013		2012		2013		2012
Fair value of applicable plan assets	$	96.5	$	312.3	$	42.4	$	18.4
Projected benefit obligation of applicable plans	$	172.1	$	381.5		–		–
Accumulated benefit obligation of applicable plans		–		–	$	83.7	$	53.5

Future expected benefit payments

Future expected benefit payments are as follows:

(dollars in millions)	Pension Benefits		Postretirement Benefits
Year ending December 31:
2014	$	15.3	$	1.5
2015	$	16.6	$	1.4
2016	$	17.3	$	1.3
2017	$	18.1	$	1.1
2018	$	19.3	$	1.0
2019 - 2023	$	110.4	$	3.6

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Acquisitions and OneSubsea (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended												12 Months Ended			3 Months Ended
	Dec. 31, 2013	Dec. 31, 2013 Customer relationships [Member]	Dec. 31, 2013 Developed technology [Member]	Dec. 31, 2013 Backlog [Member]	Jun. 30, 2013 One Subsea [Member]	Jun. 30, 2013 One Subsea [Member] Customer relationships [Member]	Jun. 30, 2013 One Subsea [Member] Patents and technology [Member]	Jun. 30, 2013 One Subsea [Member] Other [Member]	Dec. 31, 2013 One Subsea [Member] Cameron [Member]	Dec. 31, 2013 One Subsea [Member] Schlumberger [Member]	Sep. 30, 2013 Douglas Chero's [Member]	Dec. 31, 2011 Business Acquisition LeTourneau Technologies [Member]	Dec. 31, 2011 2011 Acquisitions [Member] Acquisition	Dec. 31, 2012 2012 Acquisitions [Member] Acquisition	Dec. 31, 2013 2012 Acquisitions [Member]	Mar. 31, 2012 Elco [Member]	Dec. 31, 2012 TTS [Member]
Business Acquisition [Line Items]
Proceeds from Joint venture contribution	$ 600
Cash purchase price for company's acquired											19.8	374.4	46.9	39.7		61.5	248.1
Business acquisitions completed during the period, number (in number of acquisitions)													4	2
Percentage of company acquired (in hundredths)									60.00%	40.00%						100.00%
Business combination, reason for business combination																Elco was purchased to strengthen the Company's wellhead product and service offerings and has been included in the DPS segment since the date of acquisition.
Summary of preliminary purchase price allocation [Abstract]
Cash, including cash acquired					603.0
Receivables					241.6
Inventory					32.4
Other current assets					3.4
Plant and equipment					31.8
Goodwill					1,011.4									249.6
Intangibles						350.0	220.0	20.0
Other non-current assets					10.6
Accounts payable and accrued liabilities					(213.5)
Accrued income taxes					(80.4)
Deferred income taxes					(168.3)
Other long-term liabilities					(52.5)
Capital in excess of par value					(1,083.0)
Noncontrolling interests					(926.5)
Total purchase price					0
Estimated period of economic benefit		28 years	20 years	18 months
Preliminary goodwill deductible for income tax purposes															$ 27.8

XML

Fair Value of Derivative Financial Instruments, Balance Sheet Classification (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Assets	$ 36.70	$ 26.00
Liabilities	17.70	6.10
Derivatives not Designated as Hedges [Member]
Derivatives, Fair Value [Line Items]
Assets	5.60	3.30
Liabilities	5.60	0
Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Current Assets [Member]
Derivatives, Fair Value [Line Items]
Assets	5.60	3.30
Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Non-Current Assets [Member]
Derivatives, Fair Value [Line Items]
Assets	0	0
Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liabilities	5.60	0
Derivatives not Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Non-Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liabilities	0	0
Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member]
Derivatives, Fair Value [Line Items]
Assets	31.10	22.70
Liabilities	12.10	6.10
Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Current Assets [Member]
Derivatives, Fair Value [Line Items]
Assets	28.30	20.40
Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Non-Current Assets [Member]
Derivatives, Fair Value [Line Items]
Assets	2.80	2.30
Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liabilities	10.40	5.70
Derivatives Designated as Hedges [Member] | Foreign Exchange Contracts [Member] | Non-Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liabilities	$ 1.70	$ 0.40

XML

Consolidated Results of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Consolidated Results of Operations [Abstract]
Revenues	$ 9,838.4	$ 8,502.1	$ 6,959.0
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below)	7,015.9	6,024.3	4,838.4
Selling and administrative expenses	1,362.6	1,161.2	1,001.5
Depreciation and amortization	314.5	254.7	206.6
Interest, net	100.2	90.4	84.0
Other costs (see Note 3)	92.7	33.5	177.4
Total costs and expenses	8,885.9	7,564.1	6,307.9
Income before income taxes	952.5	938.0	651.1
Income tax provision	(228.3)	(187.5)	(129.2)
Net income	724.2	750.5	521.9
Net income attributable to noncontrolling interest	25.0	0	0
Net income attributable to Cameron	$ 699.2	$ 750.5	$ 521.9
Earnings per share attributable to Cameron stockholders:
Basic (in dollars per share)	$ 2.89	$ 3.05	$ 2.13
Diluted (in dollars per share)	$ 2.87	$ 3.02	$ 2.09

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2013

Stockholders' Equity [Abstract]

Changes in number of shares in stockholders' equity

Changes in the number of shares of the Company’s outstanding stock for the last three years were as follows:

	Common Stock		Treasury Stock			Shares Outstanding
Balance - December 31, 2010		263,111,472		(19,197,642	)		243,913,830
Purchase of treasury stock		–		(49,000	)		(49,000	)
Stock issued under stock compensation plans		–		1,667,245			1,667,245
Balance - December 31, 2011		263,111,472		(17,579,397	)		245,532,075
Purchase of treasury stock		–		(412,800	)		(412,800	)
Stock issued under stock compensation plans		–		1,576,861			1,576,861
Balance - December 31, 2012		263,111,472		(16,415,336	)		246,696,136
Purchase of treasury stock		–		(26,955,623	)		(26,955,623	)
Stock issued under stock compensation plans		–		1,687,795			1,687,795
Balance - December 31, 2013		263,111,472		(41,683,164	)		221,428,308

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Consolidated Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net income	$ 724.2	$ 750.5	$ 521.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	245.7	211.8	160.2
Amortization	68.8	42.9	46.4
Non-cash stock compensation expense	53.8	44.7	36.7
Deferred income taxes and tax benefit of stock compensation plan transactions	11.3	(85.1)	(22.0)
Changes in assets and liabilities, net of translation, acquisitions and non-cash items:
Receivables	(469.7)	(144.0)	(461.1)
Inventories	(367.6)	(368.9)	(397.1)
Accounts payable and accrued liabilities	556.3	213.0	200.8
Other assets and liabilities, net	15.0	18.0	122.7
Net cash provided by operating activities	837.8	682.9	208.5
Cash flows from investing activities:
Proceeds from sales and maturities of short-term investments	1,558.9	1,031.7	15.2
Purchases of short-term investments	(1,082.3)	(1,125.4)	(438.0)
Capital expenditures	(520.0)	(427.2)	(388.1)
Dispositions (acquisitions), net of cash acquired	(10.7)	(349.3)	(421.3)
Proceeds received and cash acquired from formation of OneSubsea, net of taxes paid of $80.4 million (see Note 2)	522.6	0	0
Proceeds from sales of plant and equipment	13.4	27.6	19.6
Net cash provided by (used for) investing activities	481.9	(842.6)	(1,212.6)
Cash flows from financing activities:
Short-term loan borrowings (repayments), net	46.4	(41.9)	45.7
Issuance of senior debt	746.8	499.3	747.8
Debt issuance costs	(6.1)	(3.4)	(4.7)
Redemption of convertible debentures	0	0	(705.7)
Purchase of equity call options, net	0	0	(12.2)
Purchase of treasury stock	(1,531.6)	(21.3)	(2.4)
Contributions from noncontrolling interest owners	62.2	0	0
Purchases of noncontrolling ownership interests	(7.2)	0	0
Proceeds from stock option exercises, net of tax payments from stock compensation plan transactions	31.3	12.3	21.5
Excess tax benefits from stock compensation plan transactions	9.4	11.1	9.0
Principal payments on capital leases	(18.1)	(11.3)	(8.2)
Net cash provided by (used for) financing activities	(666.9)	444.8	90.8
Effect of translation on cash	(25.7)	1.8	(20.3)
Increase (decrease) in cash and cash equivalents	627.1	286.9	(933.6)
Cash and cash equivalents, beginning of year	1,185.8	898.9	1,832.5
Cash and cash equivalents, end of year	$ 1,812.9	$ 1,185.8	$ 898.9

XML

Employee Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net periodic benefit cost not yet recognized included in accumulated other comprehensive income [Abstract]
Total benefits included in accumulated other comprehensive income, before tax	$ (84.8)	$ (112.1)
Total benefits included in accumulated other comprehensive income, after tax	(69.2)	(86.6)
Total expected amortization from accumulated other comprehensive income for the year ended December 31, 2013	4.6
Pension Benefits [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	432.4	317.7	275.9
Net benefit plan expense (income) [Abstract]
Service cost	9.9	2.9	3.1
Interest cost	17.2	14.9	15.9
Expected return on plan assets	(21.7)	(17.9)	(18.2)
Amortization of prior service credits	(1.6)	(0.2)	0
Amortization of losses (gains)	7.9	5.9	5.8
Settlement loss	0	4.5	0
Other	0	1.5	0.3
Total net benefit plan expense (income)	11.7	11.6	6.9
Net periodic benefit cost not yet recognized included in accumulated other comprehensive income [Abstract]
Prior service credits before tax	21.7	0.5
Prior service credits after tax	17.4	0.4
Actuarial gain (losses), net before tax	(118.6)	(125.6)
Actuarial gain (losses), net after tax	(94.3)	(95.2)
Expected Amortization, Prior service credits	(2.5)
Expected Amortization, Actuarial gain (losses), net	9.0
Change in benefit obligation [Roll Forward]
Benefit obligation at beginning of year	387.0	297.1
Service cost	9.9	2.9	3.1
Interest cost	17.2	14.9	15.9
Plan participants' contributions	1.0	0.8
Actuarial losses (gains)	12.0	43.9
Exchange rate changes	5.1	13.9
Benefits and expenses paid from plan assets	(14.5)	(9.2)
Plan amendments	(21.6)	0
Acquisitions	67.3	0
Settlements	0	(14.7)
Other	25.1	37.4
Benefit obligation at end of year	488.5	387.0	297.1
Change in fair value of plan assets [Roll forward]
Fair value of plan assets at beginning of year	317.7	275.9
Actual return on plan assets	41.1	23.3
Company contributions	13.6	12.3
Plan participants' contributions	1.0	0.8
Exchange rate changes	6.2	12.7
Benefits and expenses paid from plan assets	(14.5)	(9.2)
Acquisitions	46.3	0
Settlements	0	(14.7)
Other	21.0	16.6
Unfunded status of defined benefit plan [Abstract]
Underfunded status at end of year - Current	(1.1)	(0.9)
Underfunded status at end of year - Non-current	(55.0)	(68.4)
Underfunded status at end of year	(56.1)	(69.3)
Actual asset investment allocations [Abstract]
Expected contributions to plan assets for the next fiscal year	21.6
Changes in the fair value of pension plan assets determined based on level 3 unobservable inputs [Roll Forward]
Balance at beginning of the year	28.3	19.7
Purchases/Sales, net	7.2	7.7
Other plan additions	67.5	0
Actual return on plan assets	3.1	0.2
Currency impact	(1.4)	0.7
Balance at end of the year	104.7	28.3	19.7
Defined Benefit Plan, Funded Status of Plan [Abstract]
Defined benefit plan, plans with benefit obligations in excess of plan assets, aggregate fair value of plan assets	96.5	312.3
Defined benefit plans with accumulated benefit obligations in excess of plan assets aggregate fair value of plan assets	42.4	18.4
Defined benefit plan pension plans with projected benefit obligations in excess of plan assets aggregate projected benefit obligation	172.1	381.5
Defined benefit plan pension plans with accumulated benefit obligations in excess of plan assets aggregate accumulated benefit obligation	83.7	53.5
Total accumulated benefit obligation for defined benefit pension plans	434.5	331.2
Future expected benefit payments [Abstract]
Year ended December 31, 2014	15.3
Year ended December 31, 2015	16.6
Year ended December 31, 2016	17.3
Year ended December 31, 2017	18.1
Year ended December 31, 2018	19.3
Year ended December 31, 2019 - 2023	110.4
Pension Benefits [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	1.6	1.6
Pension Benefits [Member] | Equity Securities [Member] | US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	83.0	65.5
Pension Benefits [Member] | Equity Securities [Member] | Non-US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	125.4	98.1
Pension Benefits [Member] | Bonds [Member] | Non-US Government Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	92.0	30.1
Pension Benefits [Member] | Bonds [Member] | Non-US Corporate Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	25.7	94.1
Pension Benefits [Member] | Alternative Investments [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	90.6	15.6
Pension Benefits [Member] | Alternative Investments [Member] | Real Estate and Other [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	14.1	12.7
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	1.6	1.6
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	1.6	1.6
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Securities [Member] | US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Securities [Member] | Non-US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Bonds [Member] | Non-US Government Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Bonds [Member] | Non-US Corporate Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Alternative Investments [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Alternative Investments [Member] | Real Estate and Other [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	326.1	287.8
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Equity Securities [Member] | US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	83.0	65.5
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Equity Securities [Member] | Non-US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	125.4	98.1
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Bonds [Member] | Non-US Government Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	92.0	30.1
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Bonds [Member] | Non-US Corporate Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	25.7	94.1
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Alternative Investments [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Other Observable Inputs (Level 2) [Member] | Alternative Investments [Member] | Real Estate and Other [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	104.7	28.3
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Equity Securities [Member] | US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Equity Securities [Member] | Non-US Equities [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Bonds [Member] | Non-US Government Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Bonds [Member] | Non-US Corporate Bonds [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Alternative Investments [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	90.6	15.6
Pension Benefits [Member] | Fair Value Based on Significant Unobservable Inputs (Level 3) [Member] | Alternative Investments [Member] | Real Estate and Other [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	14.1	12.7
U. S. Pension Plans [Member]
Assumptions related to net benefit costs [Abstract]
Discount rate (in hundredths)	2.75%	3.50%
Measurement date	01/01/13	01/01/12
Assumptions related to end-of-period benefit obligations [Abstract]
Discount rate (in hundredths)	3.75%	2.75%
Health care cost trend rate (in hundredths)	0.00%	0.00%
Measurement date	12/31/13	12/31/12
U. S. Postretirement Benefits [Member]
Defined Benefit Plan Disclosures [Line Items]
Fair value of plan assets	0	0	0
Net benefit plan expense (income) [Abstract]
Service cost	0	0	0
Interest cost	0.3	0.5	0.6
Expected return on plan assets		0	0
Amortization of prior service credits	(1.1)	(1.3)	(1.3)
Amortization of losses (gains)	(1.0)	(0.9)	(0.9)
Settlement loss	0	0	0
Other	0	0	0
Total net benefit plan expense (income)	(1.8)	(1.7)	(1.6)
Net periodic benefit cost not yet recognized included in accumulated other comprehensive income [Abstract]
Prior service credits before tax	3.1	4.3
Prior service credits after tax	2.0	2.7
Actuarial gain (losses), net before tax	9.0	8.7
Actuarial gain (losses), net after tax	5.7	5.5
Expected Amortization, Prior service credits	(0.8)
Expected Amortization, Actuarial gain (losses), net	(1.1)
Change in benefit obligation [Roll Forward]
Benefit obligation at beginning of year	12.6	14.1
Service cost	0	0	0
Interest cost	0.3	0.5	0.6
Plan participants' contributions	0	0
Actuarial losses (gains)	(1.2)	(0.9)
Exchange rate changes	0	0
Benefits and expenses paid from plan assets	(1.2)	(1.2)
Plan amendments		0.1
Acquisitions		0
Settlements	0	0
Other	0	0
Benefit obligation at end of year	10.5	12.6	14.1
Change in fair value of plan assets [Roll forward]
Fair value of plan assets at beginning of year	0	0
Actual return on plan assets	0	0
Company contributions	1.2	1.2
Plan participants' contributions	0	0
Exchange rate changes	0	0
Benefits and expenses paid from plan assets	(1.2)	(1.2)
Acquisitions	0	0
Settlements	0	0
Other	0	0
Unfunded status of defined benefit plan [Abstract]
Underfunded status at end of year - Current	(1.5)	(1.6)
Underfunded status at end of year - Non-current	(9.0)	(11.0)
Underfunded status at end of year	(10.5)	(12.6)
Assumptions related to net benefit costs [Abstract]
Discount rate (in hundredths)	2.75%	3.50%
Measurement date	01/01/13	01/01/12
Assumptions related to end-of-period benefit obligations [Abstract]
Discount rate (in hundredths)	3.75%	2.75%
Health care cost trend rate (in hundredths)	7.50%	8.00%
Measurement date	12/31/13	12/31/12
Ultimate health care cost trend rate (in hundredths)	5.00%
Year that rate reaches ultimate trend rate	2019
Future expected benefit payments [Abstract]
Year ended December 31, 2014	1.5
Year ended December 31, 2015	1.4
Year ended December 31, 2016	1.3
Year ended December 31, 2017	1.1
Year ended December 31, 2018	1.0
Year ended December 31, 2019 - 2023	3.6
Foreign Pension Plans [Member]
Assumptions related to net benefit costs [Abstract]
Measurement date	01/01/13	01/01/12
Assumptions related to end-of-period benefit obligations [Abstract]
Measurement date	12/31/13	12/31/12
Foreign Pension Plans [Member] | Minimum [Member]
Assumptions related to net benefit costs [Abstract]
Discount rate (in hundredths)	2.25%	5.00%
Expected return on plan assets (in hundredths)	3.50%	4.75%
Rate of compensation increase (in hundredths)	3.00%	3.00%
Assumptions related to end-of-period benefit obligations [Abstract]
Discount rate (in hundredths)	3.50%	2.25%
Rate of compensation increase (in hundredths)	2.25%	3.00%
Foreign Pension Plans [Member] | Maximum [Member]
Assumptions related to net benefit costs [Abstract]
Discount rate (in hundredths)	6.75%	5.75%
Expected return on plan assets (in hundredths)	6.75%	6.50%
Rate of compensation increase (in hundredths)	4.50%	4.25%
Assumptions related to end-of-period benefit obligations [Abstract]
Discount rate (in hundredths)	5.25%	6.75%
Rate of compensation increase (in hundredths)	4.50%	4.50%
U.K. Pension Plan [Member]
Actual asset investment allocations [Abstract]
Defined benefit plan assets for plan benefits United Kingdom percentage (in hundredths)	78.00%
U.K. Pension Plan [Member] | Fixed Income Debt Securities [Member]
Actual asset investment allocations [Abstract]
Future target allocation (in hundredths)	40.00%
U.K. Pension Plan [Member] | Real Estate and Other [Member]
Actual asset investment allocations [Abstract]
Future target allocation (in hundredths)	5.00%
U.K. Pension Plan [Member] | Equity Securities [Member]
Actual asset investment allocations [Abstract]
Actual plan assets allocation (in hundredths)	60.00%	54.00%	53.00%
Future target allocation (in hundredths)	55.00%
U.K. Pension Plan [Member] | Fixed Income Debt Securities, Cash and Other [Member]
Actual asset investment allocations [Abstract]
Actual plan assets allocation (in hundredths)	40.00%	46.00%	47.00%
Foreign Postretirement Benefit Plans [Member]
Assumptions related to net benefit costs [Abstract]
Discount rate (in hundredths)	0.00%	0.00%
Expected return on plan assets (in hundredths)	0.00%	0.00%
Rate of compensation increase (in hundredths)	0.00%	0.00%
Measurement date	0	0
Assumptions related to end-of-period benefit obligations [Abstract]
Discount rate (in hundredths)	0.00%	0.00%
Rate of compensation increase (in hundredths)	0.00%	0.00%
Measurement date	0	0
Defined Contribution Plans [Member]
Retirement Savings Plan [Abstract]
Percentage of defined pay the Company contributes on behalf of each eligible employee's retirement plan account (in hundredths)	3.00%
Vesting period for the company's retirement contributions	3 years
Matching contribution percentage each employee is eligible to receive (of the first 6% of pay contributed) (in hundredths)	100.00%
Percentage of employee contribution eligible for the company's matching contribution (in hundredths)	6.00%
Expense under Retirement Savings Plan	76.7	69.5	57.7
Expense with respect to these various defined contribution and government-mandated plans	$ 82.9	$ 60.0	$ 57.9

XML

Other Costs (Tables)

12 Months Ended

Dec. 31, 2013

Other Costs [Abstract]

Schedule of Other Costs

Other costs consisted of the following:

	Year Ended December 31,
(dollars in millions)	2013		2012			2011
OneSubsea formation and integration costs	$	51.8	$	2.7		$	–
Currency devaluation		9.5		–			–
Acquisition integration costs		8.0		13.2			–
Impairment of intangibles		–		17.6			–
International pension settlement costs		–		6.6			–
Indemnity settlement with BP Exploration and Production Inc.		–		–			82.5
BOP and insurance litigation costs		3.0		2.5			60.7
Costs associated with retiring the Company’s 2.5% convertible debentures		–		–			14.5
Mark-to-market impact on currency derivatives not designated as accountinghedges		1.1		(15.7	)		9.3
Severance, restructuring and other costs		19.3		6.6			10.4
Total other costs	$	92.7	$	33.5		$	177.4

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Accumulated Other Elements of Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	$ (30.00)
Foreign currency translation gain (loss)	(70.20)	74.60	(60.20)
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	13.80	10.10	(5.20)
Balance at end of period	(79.50)	(30.00)
Accumulated Foreign Currency Translation Gain (Loss) [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	45.90	(28.70)	31.50
Foreign currency translation gain (loss)	(94.30)	74.60	(60.20)
Actuarial gains (losses) recognized in other comprehensive income, net of tax	0	0	0
Amortization of actuarial (gains) losses, net of tax	0	0	0
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	0	0	0
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	0	0
Balance at end of period	(48.40)	45.90	(28.70)
Prior Service Credits and Net Actuarial Losses [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	(86.60)	(56.20)	(51.50)
Foreign currency translation gain (loss)	0	0	0
Actuarial gains (losses) recognized in other comprehensive income, net of tax	39.70	(33.30)	(7.70)
Amortization of actuarial (gains) losses, net of tax	1.90	2.90	3.00
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	0	0	0
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	0	0
Balance at end of period	(45.00)	(86.60)	(56.20)
Accumulated Gain (Loss) on Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	10.70	(5.90)	(7.10)
Foreign currency translation gain (loss)	0	0	0
Actuarial gains (losses) recognized in other comprehensive income, net of tax	0	0	0
Amortization of actuarial (gains) losses, net of tax	0	0	0
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	6.50	10.10	(5.20)
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	(3.30)	6.50	6.40
Balance at end of period	13.90	10.70	(5.90)
Total [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	(30.00)	(90.80)	(27.10)
Foreign currency translation gain (loss)	(94.30)	74.60	(60.20)
Actuarial gains (losses) recognized in other comprehensive income, net of tax	39.70	(33.30)	(7.70)
Amortization of actuarial (gains) losses, net of tax	1.90	2.90	3.00
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	6.50	10.10	(5.20)
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	(3.30)	6.50	6.40
Balance at end of period	(79.50)	(30.00)	(90.80)
Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Foreign currency translation gain (loss)	(94.30)	74.60	(60.20)
Actuarial gains (losses) recognized in other comprehensive income, net of tax	39.70	(33.30)	(7.70)
Amortization of actuarial (gains) losses, net of tax	1.90	2.90	3.00
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	6.50	10.10	(5.20)
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	(3.30)	6.50	6.40
Other Comprehensive Income (Loss) attributable to Cameron International Corporation	$ (49.50)	$ 60.80	$ (63.70)

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Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 13: Stockholders’ Equity 

Common Stock

The Company’s Board of Directors has given management the authority to purchase up to $2.4 billion of the Company’s common stock.  The Company, under this authorization, may purchase shares directly or indirectly by way of open market transactions or structured programs, including the use of derivatives, for the Company’s own account or through commercial banks or financial institutions.

Changes in the number of shares of the Company’s outstanding stock for the last three years were as follows:

	Common Stock		Treasury Stock			Shares Outstanding
Balance - December 31, 2010		263,111,472		(19,197,642	)		243,913,830
Purchase of treasury stock		–		(49,000	)		(49,000	)
Stock issued under stock compensation plans		–		1,667,245			1,667,245
Balance - December 31, 2011		263,111,472		(17,579,397	)		245,532,075
Purchase of treasury stock		–		(412,800	)		(412,800	)
Stock issued under stock compensation plans		–		1,576,861			1,576,861
Balance - December 31, 2012		263,111,472		(16,415,336	)		246,696,136
Purchase of treasury stock		–		(26,955,623	)		(26,955,623	)
Stock issued under stock compensation plans		–		1,687,795			1,687,795
Balance - December 31, 2013		263,111,472		(41,683,164	)		221,428,308

At December 31, 2013, 19,975,744 shares of unissued common stock were reserved for future issuance under various stock compensation plans.

Preferred Stock 

The Company is authorized to issue up to 10.0 million shares of preferred stock, par value of $0.1 per share.  Shares of preferred stock may be issued in one or more series of classes, each of which series or class shall have such distinctive designation or title and terms as shall be fixed by the Board of Directors of the Company prior to issuance of any shares.

Retained Earnings 

Delaware law, under which the Company is incorporated, provides that dividends may be declared by the Company’s Board of Directors from a current year’s earnings as well as from the total of capital in excess of par value plus the retained earnings, which amounted to approximately $8.0 billion at December 31, 2013.

In addition, dividends to be paid by OneSubsea to the venture partners require approval by the Board of Directors of OneSubsea.

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Receivables (Tables)

12 Months Ended

Dec. 31, 2013

Receivables [Abstract]

Receivables

Receivables consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Trade receivables	$	2,621.5		$	1,823.2
Other receivables		118.5			151.4
Allowance for doubtful accounts		(20.9	)		(7.9	)
Total receivables	$	2,719.1		$	1,966.7

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Business Segments

12 Months Ended

Dec. 31, 2013

Business Segments [Abstract]

Business Segments

The Company’s operations are organized into three separate business segments - DPS, V&M and PCS.

The DPS segment includes businesses that provide systems and equipment used to drill, control pressures and direct flows of oil and gas wells. Products include drilling equipment packages, blowout preventers, drilling risers, top drives, draw works, complete wellhead and Christmas tree systems for onshore and offshore applications, subsea production systems and manifolds and aftermarket parts and services.

The V&M segment includes businesses that provide valves and measurement systems primarily used to control, direct and measure the flow of oil and gas as they are moved from individual wellheads through flow lines, gathering lines and transmission systems to refineries, petrochemical plants and industrial centers for processing. Products include gate valves, ball valves, butterfly valves, Orbit^® valves, double block and bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and services as well as measurement products such as totalizers, turbine meters, flow computers, chart recorders, ultrasonic flow meters and sampling systems.

The PCS segment includes businesses that provide oil and gas separation equipment, heaters, dehydration and desalting units, gas conditioning units, membrane separation systems, water processing systems, reciprocating and integrally geared centrifugal compression equipment and related aftermarket parts and services for the energy industry and for manufacturing companies and chemical process industries worldwide.  In early 2014, the Company entered into an agreement to sell its Reciprocating Compression business and announced its intention to explore strategic alternatives for its Centrifugal Compression business (see Note 20 of the Notes to Consolidated Financial Statements for further information).

The Company’s primary customers are oil and gas majors, national oil companies, independent producers, engineering and construction companies, drilling contractors, rental companies, geothermal energy and independent power producers, pipeline operators, major chemical, petrochemical and refining companies, natural gas processing and transmission companies, compression leasing companies, durable goods manufacturers, utilities and air separation companies.

The Company markets its equipment through a worldwide network of sales and marketing employees supported by agents and distributors in selected international locations. Due to the extremely technical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.

The Company expenses all research and product development and enhancement costs as incurred, or if incurred in connection with a product ordered by a customer, when the revenue associated with the product is recognized. For the years ended December 31, 2013, 2012 and 2011, the Company incurred research and product development costs, including costs incurred on projects designed to enhance or add to its existing product offerings, totaling approximately $83.1 million, $62.7 million and $60.6 million, respectively. DPS accounted for 73%, 67% and 59% of each respective year’s total costs.

Summary financial data by segment follows: 

	Year Ended December 31, 2013
(dollars in millions)	DPS			V&M	PCS		Corporate & Other			Consolidated
Revenues	$	6,287.5	$	2,085.7	$	1,465.2	$	–		$	9,838.4
Depreciation and amortization	$	207.2	$	39.6	$	36.1	$	31.6		$	314.5
Interest, net	$	–	$	–	$	–	$	100.2		$	100.2
Income (loss) before income taxes	$	822.6	$	424.2	$	142.8	$	(437.1	)	$	952.5
Capital expenditures	$	330.2	$	57.9	$	30.4	$	101.5		$	520.0
Total assets	$	9,945.4	$	1,809.8	$	2,461.4	$	31.9		$	14,248.5

	Year Ended December 31, 2012
(dollars in millions)	DPS			V&M	PCS		Corporate & Other			Consolidated
Revenues	$	4,871.3	$	2,142.2	$	1,488.6	$	−		$	8,502.1
Depreciation and amortization	$	149.9	$	41.4	$	36.9	$	26.5		$	254.7
Interest, net	$	–	$	−	$	–	$	90.4		$	90.4
Income (loss) before income taxes	$	712.3	$	425.8	$	147.1	$	(347.2	)	$	938.0
Capital expenditures	$	300.0	$	29.9	$	28.5	$	68.8		$	427.2
Total assets	$	6,005.1	$	1,773.0	$	2,576.9	$	803.2		$	11,158.2

	Year Ended December 31, 2011
(dollars in millions)	DPS			V&M	PCS		Corporate & Other			Consolidated
Revenues	$	4,061.5	$	1,663.0	$	1,234.5	$	–		$	6,959.0
Depreciation and amortization	$	111.4	$	40.3	$	37.9	$	17.0		$	206.6
Interest, net	$	–	$	–	$	–	$	84.0		$	84.0
Income (loss) before income taxes	$	685.6	$	294.1	$	116.0	$	(444.6	)	$	651.1
Capital expenditures	$	255.6	$	34.8	$	21.6	$	76.1		$	388.1
Total assets	$	4,784.5	$	1,524.6	$	2,101.9	$	950.7		$	9,361.7

For internal management reporting, and therefore in the above segment information, Corporate and Other includes expenses associated with the Company’s Corporate office, as well as all of the Company’s interest income, interest expense, certain litigation expense managed by the Company’s General Counsel, foreign currency gains and losses from certain derivative and intercompany lending activities managed by the Company’s centralized Treasury function, all of the Company’s pension settlement costs, asset impairment and restructuring expense, acquisition-related costs and all stock compensation expense of Cameron employees. Consolidated interest income and expense are treated as a Corporate item because cash equivalents, short-term investments and debt, including location, type, currency, etc., are managed on a worldwide basis by the Corporate Treasury Department. In addition, income taxes are managed on a worldwide basis by the Corporate Tax Department and are therefore treated as a corporate item. 

Revenue by shipping location and long-lived assets by country were as follows: 

	Year Ended December 31,
(dollars in millions)	2013		2012		2011
Revenues:
United States	$	4,842.0	$	4,670.5	$	3,868.2
United Kingdom		824.8		616.0		741.2
Other foreign countries		4,171.6		3,215.6		2,349.6
Total revenues	$	9,838.4	$	8,502.1	$	6,959.0

	December 31,
(dollars in millions)	2013		2012		2011
Long-lived assets:
United States	$	2,670.2	$	2,531.7	$	2,411.8
United Kingdom		196.7		170.2		167.4
Other foreign countries		2,998.5		1,322.9		845.4
Total long-lived assets	$	5,865.4	$	4,024.8	$	3,424.6

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Summary of Non-cash Operating, Investing and Financing Activities (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary of Non-cash Operating, Investing and Financing Activities [Abstract]
Impact on net assets of indemnity settlement with BP Exploration and Production, Inc.	$ 0	$ 0	$ (82.5)
Tax benefit of stock compensation plan transactions	9.5	11.5	4.9
Change in fair value of derivatives accounted for as cash flow hedges, net of tax	13.8	10.1	(5.2)
Actuarial gain (loss), net, related to defined benefit pension and postretirement benefit plans	$ 13.6	$ (33.3)	$ (7.7)

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Consolidated Cash Flows (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Cash flows from investing activities:
Proceeds received and cash acquired from formation of OneSubsea, taxes paid	$ 80.4

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Consolidated Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Consolidated Comprehensive Income [Abstract]
Net income	$ 724.2	$ 750.5	$ 521.9
Foreign currency translation gain (loss)	(70.2)	74.6	(60.2)
Gain (loss) on derivatives recognized in other comprehensive income:
Pre-tax	18.7	14.9	(6.3)
Tax effect	(4.9)	(4.8)	1.1
(Gain) loss on derivatives reclassified from accumulated other comprehensive income to:
Revenues	(2.2)	5.4	(2.2)
Cost of sales	(4.6)	4.0	10.0
Depreciation and amortization	0.1	0.1	0.1
Tax effect	1.8	(3.0)	(1.5)
Actuarial gains (losses) recognized in other comprehensive income:
Pre-tax	25.2	(42.7)	(8.6)
Tax effect	(11.6)	9.4	0.9
Amortization to selling and administrative expenses of:
Prior service credits	(2.7)	(1.5)	(1.3)
Net actuarial losses	6.9	5.0	4.9
Tax effect	(0.5)	(0.6)	(0.6)
Comprehensive income	680.2	811.3	458.2
Comprehensive income attributable to noncontrolling interest:
Net income	25.0	0	0
Foreign currency translation gain (loss)	24.1	0	0
Gain (loss) on derivatives recognized in other comprehensive income, net of tax	7.3	0	0
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax	(1.6)	0	0
Actuarial (gains) loss recognized in other comprehensive income, net of tax	(26.1)	0	0
Amortization to selling and administrative expenses, net of tax	1.8	0	0
Comprehensive income attributable to noncontrolling interest	30.5	0	0
Comprehensive income attributable to Cameron	$ 649.7	$ 811.3	$ 458.2

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2013

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Note 8: Employee Benefit Plans 

As of December 31, 2013, the Company sponsored separate defined benefit pension plans for employees of certain of its international subsidiaries, as well as several unfunded defined benefit arrangements for various other employee groups. The defined benefit pension plan covering employees in the United Kingdom was frozen to new entrants effective June 14, 1996. 

Certain of the Company’s employees also participate in various employee welfare benefit plans, including medical, dental and prescriptions. Additionally, certain retirees based in the United States receive retiree medical, prescription and life insurance benefits. All of the welfare benefit plans, including those providing postretirement benefits, are unfunded.

Total net benefit plan expense (income) associated with the Company’s defined benefit pension and postretirement benefit plans consisted of the following:

	Pension Benefits									Postretirement Benefits
(dollars in millions)	2013			2012			2011			2013			2012			2011
Service cost	$	9.9		$	2.9		$	3.1		$	–		$	−		$	−
Interest cost		17.2			14.9			15.9			0.3			0.5			0.6
Expected return on plan assets		(21.7	)		(17.9	)		(18.2	)					−			−
Amortization of prior service credits		(1.6	)		(0.2	)		–			(1.1	)		(1.3	)		(1.3	)
Amortization of losses (gains)		7.9			5.9			5.8			(1.0	)		(0.9	)		(0.9	)
Settlement loss		–			4.5			–			–			–			–
Other		–			1.5			0.3			−			−			−
Total net benefit plan expense (income)	$	11.7		$	11.6		$	6.9		$	(1.8	)	$	(1.7	)	$	(1.6	)

Included in accumulated other elements of comprehensive income (loss) at December 31, 2013 and 2012 are the following amounts that have not yet been recognized in net periodic benefit plan cost, as well as the amounts that are expected to be recognized in net periodic benefit plan cost during the year ending December 31, 2014:

	December 31, 2013						December 31, 2012						Year Ending December 31, 2014
(dollars in millions)	Before Tax			After Tax			Before Tax			After Tax			Expected Amortization
Pension benefits:
Prior service credits	$	21.7		$	17.4		$	0.5		$	0.4		$	(2.5	)
Actuarial losses, net		(118.6	)		(94.3	)		(125.6	)		(95.2	)		9.0
Postretirement benefits:
Prior service credits		3.1			2.0			4.3			2.7			(0.8	)
Actuarial gains		9.0			5.7			8.7			5.5			(1.1	)
	$	(84.8	)	$	(69.2	)	$	(112.1	)	$	(86.6	)	$	4.6

The change in the projected benefit obligation associated with the Company’s defined benefit pension plans and the change in the accumulated benefit obligation associated with the Company’s postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2013			2012			2013			2012
Benefit obligation at beginning of year	$	387.0		$	297.1		$	12.6		$	14.1
Service cost		9.9			2.9			−			−
Interest cost		17.2			14.9			0.3			0.5
Plan participants’ contributions		1.0			0.8			−			−
Actuarial losses (gains)		12.0			43.9			(1.2	)		(0.9	)
Exchange rate changes		5.1			13.9			−			−
Benefits and expenses paid from plan assets		(14.5	)		(9.2	)		(1.2	)		(1.2	)
Plan amendments		(21.6	)		–						0.1
Acquisitions		67.3			–			–			–
Settlements		–			(14.7	)		–			–
Other		25.1			37.4			−			−
Benefit obligation at end of year	$	488.5		$	387.0		$	10.5		$	12.6

The total accumulated benefit obligation for the Company’s defined benefit pension plans was $434.5 million and $331.2 million at December 31, 2013 and 2012, respectively.

The change in the plan assets associated with the Company’s defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
(dollars in millions)	2013			2012			2013			2012
Fair value of plan assets at beginning of year	$	317.7		$	275.9		$	–		$	−
Actual return on plan assets		41.1			23.3			−			−
Company contributions		13.6			12.3			1.2			1.2
Plan participants’ contributions		1.0			0.8			−			−
Exchange rate changes		6.2			12.7			−			−
Benefits and expenses paid from plan assets		(14.5	)		(9.2	)		(1.2	)		(1.2	)
Acquisitions		46.3			–			–			–
Settlements		–			(14.7	)		–			–
Other		21.0			16.6			−			−
Fair value of plan assets at end of year	$	432.4		$	317.7		$	−		$	−

The status of the Company’s underfunded defined benefit pension and postretirement benefit plans was as follows:

	Pension Benefits						Postretirement Benefits
	December 31,						December 31,
(dollars in millions)	2013			2012			2013			2012
Current	$	(1.1	)	$	(0.9	)	$	(1.5	)	$	(1.6	)
Non-current		(55.0	)		(68.4	)		(9.0	)		(11.0	)
Underfunded status at end of year	$	(56.1	)	$	(69.3	)	$	(10.5	)	$	(12.6	)

Actual asset investment allocations for the Company’s main defined benefit pension plan in the United Kingdom, which accounts for approximately 78% of total plan assets, were as follows:

	2013			2012			2011
U.K. plan:
Equity securities		60	%		54	%		53	%
Fixed income debt securities, cash and other		40	%		46	%		47	%

In each jurisdiction, the investment of plan assets is overseen by a plan asset committee whose members act as trustees of the plan and set investment policy. For the years ended December 31, 2013, 2012 and 2011, the investment strategy has been designed to approximate the performance of market indexes. The Company’s targeted allocation for the U.K. plan for 2014 and beyond is approximately 55% in equities, 40% in fixed income debt securities and 5% in real estate and other.

During 2013, the Company made contributions totaling approximately $13.6 million to the assets of its various defined benefit pension plans. Contributions to plan assets for 2014 are currently expected to approximate $21.6 million assuming no change in the current discount rate or expected investment earnings.

The assets of the Company’s pension plans are generally invested in cash and cash equivalents as well as debt and equity securities or mutual funds, which are valued based on quoted market prices for an individual asset (level 1 market inputs) or mutual fund unit values, which are based on the fair values of the individual securities that the fund has invested in (level 2 observable market inputs).  A certain portion of the assets are invested in insurance contracts, real estate and other investments, which are valued based on level 3 unobservable inputs.

The fair values of the Company’s pension plan assets by asset category at December 31, 2013 and 2012 were as follows:

	Fair Value Based on Quoted Prices in Active Markets for Identical  Assets (Level 1)				Fair Value Based on  Significant Other  Observable Inputs  (Level 2)				Fair Value Based on Significant  Unobservable Inputs (Level 3)				Total
(dollars in millions)	2013		2012		2013		2012		2013		2012		2013		2012
Cash and cash equivalents	$	1.6	$	1.6	$	–	$	–	$	–	$	–	$	1.6	$	1.6
Equity securities:
U.S. equities		–		–		83.0		65.5		–		–		83.0		65.5
Non-U.S. equities		–		–		125.4		98.1		–		–		125.4		98.1
Bonds:
Non-U.S. government bonds		–		–		92.0		30.1		–		–		92.0		30.1
Non-U.S. corporate bonds		–		–		25.7		94.1		–		–		25.7		94.1
Alternative investments:
Insurance contracts		–		–		–		–		90.6		15.6		90.6		15.6
Real estate and other		–		–		–		–		14.1		12.7		14.1		12.7
Total assets	$	1.6	$	1.6	$	326.1	$	287.8	$	104.7	$	28.3	$	432.4	$	317.7

Changes in the fair value of pension plan assets determined based on level 3 unobservable inputs were as follows:

	Year Ended December 31,
(dollars in millions)	2013			2012
Balance at beginning of the year	$	28.3		$	19.7
Purchases/sales, net		7.2			7.7
Other plan additions		67.5			–
Actual return on plan assets		3.1			0.2
Currency impact		(1.4	)		0.7
Balance at end of the year	$	104.7		$	28.3

The weighted-average assumptions associated with the Company’s defined benefit pension and postretirement benefit plans were as follows:

	Pension Benefits						Postretirement Benefits
	2013			2012			2013			2012
Assumptions related to net benefit costs:
U.S. plans:
Discount rate		2.75	%		3.5	%		2.75	%		3.5	%
Measurement date	1/1/2013			1/1/2012			1/1/2013			1/1/2012
Foreign plans:
Discount rate		2.25-6.75	%		5.0-5.75	%		–			–
Expected return on plan assets		3.50-6.75	%		4.75-6.5	%		–			–
Rate of compensation increase		3.0-4.5	%		3.0-4.25	%		–			–
Measurement date	1/1/2013			1/1/2012				–			–
Assumptions related to end-of-period benefit obligations:
U.S. plans:
Discount rate		3.75	%		2.75	%		3.75	%		2.75	%
Health care cost trend rate		–			–			7.5	%		8.0	%
Measurement date	12/31/2013			12/31/2012			12/31/13			12/31/2012
Foreign plans:
Discount rate		3.5-5.25	%		2.25-6.75	%		–			–
Rate of compensation increase		2.25-4.5	%		3.0-4.5	%		–			–
Measurement date	12/31/2013			12/31/2012				–			–

The Company’s discount rate assumptions for its U.S. postretirement benefits plan and its international defined benefit pension plans are based on the average yield of a hypothetical high quality bond portfolio with maturities that approximately match the estimated cash flow needs of the plans. 

The assumptions for expected long-term rates of return on assets are based on historical experience and estimated future investment returns, taking into consideration anticipated asset allocations, investment strategies and the views of various investment professionals. 

The rate of compensation increase assumption for international plans reflects local economic conditions and the Company’s compensation strategy in those locations.

The health care cost trend rate is assumed to decrease gradually from 7.5% to 5.0% by 2019 and remain at that level thereafter. A one-percentage-point increase or decrease in the assumed health care cost trend rate would not have a material impact on the service and interest cost components in 2013 or the postretirement benefit obligation as of December 31, 2013.

Amounts applicable to the Company’s pension plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets were as follows:

	Projected Benefit Obligation in Excess of Plan Assets at December 31,				Accumulated Benefit Obligation in Excess of Plan Assets at December 31,
(dollars in millions)	2013		2012		2013		2012
Fair value of applicable plan assets	$	96.5	$	312.3	$	42.4	$	18.4
Projected benefit obligation of applicable plans	$	172.1	$	381.5		–		–
Accumulated benefit obligation of applicable plans		–		–	$	83.7	$	53.5

Future expected benefit payments are as follows:

(dollars in millions)	Pension Benefits		Postretirement Benefits
Year ending December 31:
2014	$	15.3	$	1.5
2015	$	16.6	$	1.4
2016	$	17.3	$	1.3
2017	$	18.1	$	1.1
2018	$	19.3	$	1.0
2019 - 2023	$	110.4	$	3.6

The Company’s United States-based employees who are not covered by a bargaining unit and certain others are also eligible to participate in the Cameron International Corporation Retirement Savings Plan. Under this plan, employees’ savings deferrals are partially matched in cash and invested at the employees’ discretion. The Company provides nondiscretionary retirement contributions to the Retirement Savings Plan on behalf of each eligible employee equal to 3% of their defined pay.  Eligible employees vest in the 3% retirement contributions plus any earnings after completing three years of service.  In addition, the Company provides an immediately vested matching contribution of up to 100% of the first 6% of pay contributed by each eligible employee.  Employees may contribute amounts in excess of 6% of their pay to the Retirement Savings Plan, subject to certain United States Internal Revenue Service limitations. The Company’s expense for the matching and retirement contribution for the years ended December 31, 2013, 2012 and 2011 amounted to $76.7 million, $69.5 million and $57.7 million, respectively. In addition, the Company provides savings or other benefit plans for employees under collective bargaining agreements and, in the case of certain international employees, as required by government mandate, which provide for, among other things, Company funding in cash based on specified formulas. Expense with respect to these various defined contribution and government-mandated plans for the years ended December 31, 2013, 2012 and 2011 amounted to $82.9 million, $60.0 million and $57.9 million, respectively.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 14, 2014	Jun. 30, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	CAMERON INTERNATIONAL CORP
Entity Central Index Key	0000941548
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 12,862,353,063
Entity Common Stock, Shares Outstanding		216,782,270
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013

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Stock-Based Compensation Plans

12 Months Ended

Dec. 31, 2013

Stock-Based Compensation Plans [Abstract]

Stock-Based Compensation Plans

Note 9: Stock-Based Compensation Plans 

The Company has grants outstanding under various equity compensation plans, only one of which, the 2005 Equity Incentive Plan (2005 EQIP), is currently available for future grants of equity compensation awards to employees and non-employee directors. Options granted under the Company’s equity compensation plans had an exercise price equal to the market value of the underlying common stock on the date of grant and all terms were fixed.

Stock-based compensation expense recognized was as follows:

	Year Ended December 31,
(dollars in millions)	2013		2012		2011
Outstanding restricted and deferred stock units and awards	$	40.2	$	32.6	$	25.6
Unvested outstanding stock options		13.6		12.1		11.1
Total stock-based compensation expense	$	53.8	$	44.7	$	36.7

The total income statement tax benefit recognized from stock-based compensation arrangements during the years ended December 31, 2013, 2012 and 2011  totaled approximately $19.8 million, $16.5 million and $13.5 million, respectively.

Stock options

Options with terms of seven or ten years have been granted to officers and other key employees of the Company under the 2005 EQIP plan at a fixed exercise price equal to the fair value of the Company’s common stock on the date of grant. The options generally vest in one-third increments each year on the anniversary date following the date of grant, based on continued employment.

A summary of option activity under the Company’s stock compensation plans as of and for the year ended December 31, 2013 is presented below: 

Options	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (dollars in millions)
Outstanding at January 1, 2013		4,769,643		$	42.94		5.02	$	64.5
Granted		684,232			64.97
Exercised		(1,178,359	)		37.61
Forfeited		(71,923	)		52.76
Expired		(6,500	)		15.08
Outstanding at December 31, 2013		4,197,093		$	47.92		5.63	$	52.5
Vested at December 31, 2013 or expected to vest in the future		4,186,602		$	47.88		5.62	$	52.5
Exercisable at December 31, 2013		2,875,267		$	42.42		4.05	$	49.2

	At December 31, 2013
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	12.8
Weighted-average remaining expense recognition period (in years)		1.77

The fair values per share of option grants for the years ended December 31, 2013, 2012 and 2011 were estimated using the Black-Scholes-Merton option pricing formula with the following weighted-average assumptions: 

	Year Ended December 31,
	2013			2012			2011
Expected life (in years)		3.2			3.2			2.8
Risk-free interest rate		0.67	%		0.37	%		0.38	%
Volatility		34.3	%		39.4	%		42.6	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

The Company determined the assumptions involving the expected life of its options and volatility rates based primarily on historical data and consideration of expectations for the future.

The above assumptions and market prices of the Company’s common stock at the date of option exercises resulted in the following values:

	Year Ended December 31,
	2013		2012		2011
Grant-date fair value per option	$	16.19	$	15.68	$	14.47
Intrinsic value of options exercised (dollars in millions)	$	30.9	$	33.7	$	31.5
Average intrinsic value per share of options exercised	$	26.30	$	23.39	$	26.79

Restricted and deferred stock units and awards

Grants of restricted stock units are made to officers and other key employees. The restricted stock units granted generally provide for vesting in one-third increments each year or three-year 100% cliff vesting on the third anniversary of the date of grant, based on continued employment.

Non-employee directors are entitled to receive an annual number of deferred stock units equal to a value of $250,000 determined on the day following the Company’s annual meeting of stockholders or, if a director’s election to the Board occurs between annual meetings of stockholders, the initial grant of deferred stock units is based on a pro-rata portion of the annual grant amount equal to the remaining number of months in the board year until the next annual meeting of stockholders.  These units, which have no exercise price and no expiration date, vest in one-fourth increments quarterly over the following year but cannot be converted into common stock until the earlier of termination of Board service or three years, although Board members have the ability to voluntarily defer conversion for a longer period of time. 

A summary of restricted and deferred stock unit award activity under the Company’s stock compensation plans as of and for the year ended December 31, 2013 is presented below: 

Restricted and Deferred Stock Units	Number			Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2013		1,713,507		$	28.11
Granted		838,207			57.95
Vested		(801,364	)		56.88
Forfeited		(91,993	)		52.73
Nonvested at December 31, 2013		1,658,357		$	28.22

	At December 31, 2013
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	38.8
Weighted-average remaining expense recognition period (in years)		1.61

Information on restricted and deferred stock units granted and vesting during the three years ended December 31, 2013 follows:

	Year Ended December 31,
	2013		2012		2011
Number of units granted with performance conditions		185,992		211,244		139,191
Intrinsic value of units vesting (dollars in millions)	$	46.0	$	38.2	$	36.9
Total number of units granted		838,207		674,578		682,246
Weighted average grant date fair value per unit	$	57.95	$	50.44	$	50.67

The fair value of restricted and deferred stock units is determined based on the closing trading price of the Company’s common stock on the grant date.

At December 31, 2013, 13,742,446 shares were reserved for future grants of options, deferred stock units, restricted stock units and other awards. The Company may issue either treasury shares or newly issued shares of its common stock in satisfaction of these awards.

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Assets
Cash and cash equivalents	$ 1,812.9	$ 1,185.8
Short-term investments	41.0	517.0
Receivables, net	2,719.1	1,966.7
Inventories, net	3,132.4	2,741.2
Other	463.2	499.9
Total current assets	8,168.6	6,910.6
Plant and equipment, net	2,036.9	1,765.1
Goodwill	2,924.8	1,923.9
Intangibles, net	903.7	335.8
Other assets	214.5	222.8
Total assets	14,248.5	11,158.2
Liabilities and stockholders' equity
Short-term Debt	297.0	29.2
Accounts payable and accrued liabilities	3,883.4	3,045.7
Accrued income taxes	80.1	94.1
Total current liabilities	4,260.5	3,169.0
Long-term debt	2,562.8	2,047.0
Deferred income taxes	276.8	131.7
Other long-term liabilities	233.0	244.4
Total liabilities	7,333.1	5,592.1
Commitments and contingencies
Stockholders' equity:
Common stock, par value $.01 per share, 400,000,000 shares authorized, 263,111,472 shares issued at December 31, 2013 and 2012	2.6	2.6
Preferred stock, par value $.01 per share, 10,000,000 shares authorized, no shares issued or outstanding	0	0
Capital in excess of par value	3,206.9	2,094.6
Retained earnings	4,819.9	4,120.7
Accumulated other elements of comprehensive income (loss)	(79.5)	(30.0)
Less: Treasury stock at cost, 41,683,164 shares at December 31, 2013 and 16,415,336 shares at December 31, 2012	(2,098.0)	(621.8)
Total Cameron stockholders' equity	5,851.9	5,566.1
Noncontrolling interests	1,063.5	0
Total equity	6,915.4	5,566.1
Total liabilities and stockholders' equity	$ 14,248.5	$ 11,158.2

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Other Costs

12 Months Ended

Dec. 31, 2013

Other Costs [Abstract]

Other Costs

Note 3: Other Costs

Other costs consisted of the following:

	Year Ended December 31,
(dollars in millions)	2013		2012			2011
OneSubsea formation and integration costs	$	51.8	$	2.7		$	–
Currency devaluation		9.5		–			–
Acquisition integration costs		8.0		13.2			–
Impairment of intangibles		–		17.6			–
International pension settlement costs		–		6.6			–
Indemnity settlement with BP Exploration and Production Inc.		–		–			82.5
BOP and insurance litigation costs		3.0		2.5			60.7
Costs associated with retiring the Company’s 2.5% convertible debentures		–		–			14.5
Mark-to-market impact on currency derivatives not designated as accountinghedges		1.1		(15.7	)		9.3
Severance, restructuring and other costs		19.3		6.6			10.4
Total other costs	$	92.7	$	33.5		$	177.4

Acquisition integration costs consist of costs incurred for the integration of the operations of certain newly acquired businesses with the existing operations of the Company, largely reflecting the costs associated with converting legacy systems to the Company’s SAP information systems.

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Acquisitions and OneSubsea

12 Months Ended

Dec. 31, 2013

Acquisitions and OneSubsea [Abstract]

Acquisitions and OneSubsea

Note 2: Acquisitions and OneSubsea™

During the third quarter of 2013, the Company’s Distributed Valves division of the V&M segment acquired Douglas Chero, an Italian valve manufacturer, for $19.8 million, net of cash acquired.  The acquisition was made to support the Company’s international growth strategy by expanding its downstream industrial valve offerings.  Douglas Chero’s results of operations have been included in the V&M segment since the date of acquisition.

As a result of the timing of the purchase of Douglas Chero, the purchase price allocation for this business was based upon preliminary estimates and assumptions which are subject to change upon the receipt of additional information required to finalize the valuation.  The primary areas which have not yet been finalized relate to inventory, property, plant and equipment, identifiable intangible assets, goodwill, certain preacquisition contingencies and related adjustments to deferred income taxes.  The final valuation for Douglas Chero will be completed as soon as possible, but no later than one year from the acquisition date.

OneSubsea — On June 30, 2013, Cameron and Schlumberger Limited completed the formation of OneSubsea, a venture established to manufacture and develop products, systems and services for the subsea oil and gas market.  Cameron contributed its existing subsea business unit and received $600 million from Schlumberger, while Schlumberger contributed its Framo, Surveillance, Flow Assurance and Power and Controls businesses.  As 60% owner, Cameron is managing the venture, consolidating it in its Drilling & Production Systems (DPS) segment and reflecting a noncontrolling interest in its financial statements for Schlumberger’s 40% interest in the venture.

The table below shows the final purchase price allocation for the assets received from Schlumberger and the recording of Schlumberger’s cash payment to Cameron and its related noncontrolling interest in OneSubsea (in millions):

	Dr. (Cr.)
Cash, including cash acquired	$	603.0
Receivables		241.6
Inventory		32.4
Other current assets		3.4
Plant and equipment		31.8
Goodwill		1,011.4
Intangibles:
Customer relationships		350.0
Patents and technology		220.0
Other		20.0
Other non-current assets		10.6
Accounts payable and accrued liabilities		(213.5	)
Accrued income taxes		(80.4	)
Deferred income taxes		(168.3	)
Other long-term liabilities		(52.5	)
Capital in excess of par value		(1,083.0	)
Noncontrolling interests		(926.5	)
	$	–

Under the purchase method of accounting, the assets and liabilities of the Schlumberger businesses contributed to OneSubsea have been reflected at their estimated fair values at June 30, 2013.  The excess of the fair value of the businesses contributed by Schlumberger over the net tangible and identifiable intangible assets of those businesses was recorded as goodwill. The OneSubsea goodwill is not deductible for tax purposes.

Identifiable intangible assets consisted primarily of customer relationships, developed technology and backlog (included in other). Customer relationships and backlog represent the fair value of existing contracts and the underlying customer relationships. Developed technology includes intellectual property and know-how associated with the acquired subsea processing, meters and other businesses. The Company uses the straight-line method for amortization of intangible assets over their estimated period of economic benefit, which is estimated to be 28 years for customer relationships, 20 years for developed technology and 18 months for backlog.

Due to Cameron maintaining control of OneSubsea, the contribution of Cameron’s existing subsea business unit into the venture was recorded at historical cost and the issuance of a 40% interest in the venture to Schlumberger was reflected as an adjustment to Cameron’s paid in capital in accordance with accounting rules governing decreases in a parent’s ownership interest in a subsidiary without loss of control.  Accordingly, the direct income tax consequences, consisting of a current amount of income taxes payable and deferred income taxes, were also reflected as an adjustment to paid in capital.

Beginning with the third quarter of 2013, Cameron is now reflecting the results of operations and the related tax effects of OneSubsea attributable to its stockholders in its consolidated results, as well as the portion of the results attributable to the stockholders of the noncontrolling interest.

2012 Acquisitions — During the fourth quarter of 2012, the Company spent $39.7 million, net of cash acquired, on two acquisitions, CairnToul Well Equipment Services Limited and ICI Artificial Lift, Inc. both of which are intended to enhance the product and service offerings of its Surface Systems business in the DPS segment.

On June 6, 2012, the Company closed on its purchase of the drilling equipment business of TTS Energy Division from TTS Group ASA, a Norwegian company (“TTS”), for a cash payment of $248.1 million, net of cash acquired, subject to certain post-closing adjustments.  TTS provides high performance drilling equipment, rig packages and rig solutions for both onshore and offshore rigs to the international energy industry and its financial results have been included in the DPS segment since the date of acquisition.

During the first quarter of 2012, the Company acquired 100% of the outstanding stock of Elco Filtration and Testing, Inc. (“Elco”), for a total purchase price of $61.5 million, net of cash acquired.  Elco was purchased to strengthen the Company’s wellhead product and service offerings and has been included in the DPS segment since the date of acquisition.

Approximately $249.6 million of goodwill was recorded as a result of the 2012 acquisitions, nearly $27.8 million of which is deductible for tax purposes.

2011 Acquisitions― On October 24, 2011, the Company closed on the acquisition of LeTourneau Technologies Drilling Systems, Inc., a wholly-owned subsidiary of Joy Global Inc., for $374.4 million, net of cash acquired.  LeTourneau provides drilling equipment as well as rig designs and components for both the land and offshore rig markets and its results of operations are included in the Company’s DPS segment.

During 2011, the Company also acquired the stock of four other businesses for a total cash purchase price, net of cash acquired, of $46.9 million.  Vescon Equipamentos Industriais Ltda. was acquired to strengthen the Company’s surface product offerings in the Brazilian market and has been included in the DPS segment since the date of acquisition.  The remaining interest in Scomi Energy Sdn Bhd., previously a Cameron joint venture company, was acquired in order to strengthen the Company’s process systems offerings in the Malaysian market.  TS-Technology AS, a Norwegian company, was acquired to enhance the Company’s water treatment technology offerings.  Industrial Machine and Fabrication (“IMF”) was acquired to enhance the Company’s rotating compression aftermarket offerings.  The results of these businesses are included in the PCS segment.

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Accumulated Other Elements of Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2013

Accumulated Other Elements of Comprehensive Income (Loss) [Abstract]

Accumulated Other Elements of Comprehensive Income (Loss)

Note 14: Accumulated Other Elements of Comprehensive Income (Loss)

Accumulated other elements of comprehensive income (loss) comprised the following:

(dollars in millions)	Accumulated Foreign  Currency  Translation Gain (Loss)			Prior Service Credits and Net Actuarial  Losses			Accumulated  Gain (Loss) on Cash Flow Hedges			Total			Other Comprehensive  Income
Balance at December 31, 2010	$	31.5		$	(51.5	)	$	(7.1	)	$	(27.1	)
Foreign currency translation gain (loss)		(60.2	)		–			–			(60.2	)	$	(60.2	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(7.7	)		–			(7.7	)		(7.7	)
Amortization of actuarial (gains) losses, net of tax		–			3.0			–			3.0			3.0
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			(5.2	)		(5.2	)		(5.2	)
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax								6.4			6.4			6.4
Balance at December 31, 2011		(28.7	)		(56.2	)		(5.9	)		(90.8	)	$	(63.7	)
Foreign currency translation gain (loss)		74.6			–			–			74.6		$	74.6
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			(33.3	)		–			(33.3	)		(33.3	)
Amortization of actuarial (gains) losses, net of tax		–			2.9			–			2.9			2.9
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			10.1			10.1			10.1
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			6.5			6.5			6.5
Balance at December 31, 2012		45.9			(86.6	)		10.7			(30.0	)	$	60.8
Foreign currency translation gain (loss)		(94.3	)		–			–			(94.3	)	$	(94.3	)
Actuarial gains (losses) recognized in other comprehensive income, net of tax		–			39.7			–			39.7			39.7
Amortization of actuarial (gains) losses, net of tax		–			1.9			–			1.9			1.9
Gain (loss) on derivatives recognized in other comprehensive income, net of tax		–			–			6.5			6.5			6.5
(Gain) loss on derivatives reclassified from accumulated other comprehensive income, net of tax		–			–			(3.3	)		(3.3	)		(3.3	)
Balance of December 31, 2013	$	(48.4	)	$	(45.0	)	$	13.9		$	(79.5	)	$	(49.5	)

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Debt

12 Months Ended

Dec. 31, 2013

Debt [Abstract]

Debt

Note 10: Debt

The Company’s debt obligations were as follows:

	December 31,
(dollars in millions)	2013			2012
Senior notes:
Floating rate notes due June 2, 2014	$	250.0		$	250.0
1.6% notes due April 30, 2015		250.0			250.0
1.15% notes due December 15, 2016		250.0			–
6.375% notes due July 15, 2018		450.0			450.0
4.5% notes due June 1, 2021		250.0			250.0
3.6% notes due April 30, 2022		250.0			250.0
4.0% notes due December 15, 2023		250.0			–
7.0% notes due July 15, 2038		300.0			300.0
5.95% notes due June 1, 2041		250.0			250.0
5.125% notes due December 15, 2043		250.0			–
Unamortized original issue discount		(7.0	)		(4.1	)
Other debt		56.6			19.6
Obligations under capital leases		60.2			60.7
		2,859.8			2,076.2
Current maturities		(297.0	)		(29.2	)
Long-term maturities	$	2,562.8		$	2,047.0

Senior Notes

On December 16, 2013, the Company completed the public offering of $750.0 million in aggregate principal amount of senior unsecured notes as follows:

· $250.0 million principal amount of 1.15% Senior Notes due December 15, 2016, sold at on offering price of 99.982%;

· $250.0 million principal amount of 4.0% Senior Notes due December 15, 2023, sold at on offering price of 99.641%; and

· $250.0 million principal amount of 5.125% Senior Notes due December 15, 2043, sold at on offering price of 99.092%;

Interest on the notes will be payable semiannually on June 15 and December 15 of each year, beginning on June 15, 2014.  The notes may be redeemed in whole or in part by the Company prior to maturity for an amount equal to the principal amount of the notes redeemed plus a make-whole premium as described further in the Supplemental Indenture for each respective Senior Note.  All of the Company’s senior notes rank equally with the Company’s other existing unsecured and unsubordinated debt.

Proceeds from the issuance of these notes will be used to repurchase shares of the Company’s common stock and for general corporate purposes, which may include the repayment at maturity of the Company’s floating rate notes due June 2, 2014.  The proceeds may initially be invested in short-term marketable securities or may be used to repay short-term indebtedness prior to being used for their above stated purpose.

Multicurrency Revolving Letter of Credit and Credit Facilities

The Company’s Credit Agreement dated April 14, 2008 (as amended and restated, the "Amended Credit Agreement") provides for a multi-currency borrowing capacity of $835.0 million and matures on June 6, 2016. Pursuant to the Amended Credit Agreement, Cameron may borrow funds at the London Interbank Offered Rate (LIBOR) plus a spread, which varies based on the Company’s current debt rating, and, if aggregate outstanding credit exposure exceeds one-half of the total facility amount, an additional fee will be incurred. At December 31, 2013, the Company had issued letters of credit totaling $25.4 million under this revolving credit facility, with the remaining amount of $809.6 million available for use.

The Company also has a $170.0 million three-year committed multi-currency revolving letter of credit facility with a third party bank (as amended, the "Amended Facility"). Under the Amended Facility, standby letters of credit, generally with terms of up to two years, may be issued by the bank in U.S. dollars, euros, pound sterling or other mutually agreed-upon currencies. The Amended Facility is governed by the same financial covenants as the Amended Credit Agreement and has a maturity date of February 2, 2015. At December 31, 2013, Cameron had issued letters of credit totaling $126.4 million under the Amended Facility, with the remaining amount of $43.6 million available for use.

Other

Other debt, some of which is held by entities located in countries with high rates of inflation, has a weighted-average interest rate of 6.1% at December 31, 2013 (9.2% at December 31, 2012).

Future maturities of the Company’s debt (excluding the remaining amount of unamortized discount and capital leases) are approximately $284.1 million in 2014, $251.1 million in 2015, $271.4 million in 2016, $450.0 million in 2018 and $1.55 billion thereafter.

In addition to the above, the Company also has other unsecured and uncommitted credit facilities available to its foreign subsidiaries to fund ongoing operating activities. Certain of these facilities also include annual facility fees. 

Information on interest expensed and paid during the three years ended December 31, 2013 was as follows:

	Year Ended December 31
(dollars in millions)	2013		2012		2011
Interest expensed	$	114.5	$	104.4	$	92.4
Interest paid	$	105.1	$	96.7	$	102.8

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Plant and Equipment, Goodwill and Intangibles

12 Months Ended

Dec. 31, 2013

Plant and Equipment, Goodwill and Intangibles [Abstract]

Plant and Equipment, Goodwill and Intangibles

Note 6: Plant and Equipment, Goodwill and Intangibles 

Plant and equipment consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Land and land improvements	$	132.2		$	100.0
Buildings		743.7			610.5
Machinery and equipment		1,661.6			1,387.5
Tooling, dies, patterns, etc.		208.5			205.3
Office furniture & equipment		210.4			177.1
Capitalized software		348.2			288.3
Assets under capital leases		106.7			102.5
Construction in progress		230.5			251.6
All other		28.3			33.1
		3,670.1			3,155.9
Accumulated depreciation		(1,633.2	)		(1,390.8	)
Total plant and equipment, net	$	2,036.9		$	1,765.1

Changes in goodwill during 2013 were as follows:

(dollars in millions)	DPS				V&M		PCS		Total
Balance at December 31, 2012	$	744.4		$	318.8		$	860.7	$	1,923.9
Current year acquisitions		1,011.4			2.9			–		1,014.3
Translation and other		(10.6	)		(4.1	)		1.3		(13.4	)
Balance at December 31, 2013	$	1,745.2		$	317.6		$	862.0	$	2,924.8

 Intangibles consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Customer relationships	$	519.2		$	136.3
Patents and technology		425.4			198.0
Trademarks		69.3			71.6
Noncompete agreements, engineering drawings and other		103.0			87.0
		1,116.9			492.9
Accumulated amortization		(213.2	)		(157.1	)
Total intangibles, net	$	903.7		$	335.8

Amortization expense associated with the Company’s amortizable intangibles recorded as of December 31, 2013 is expected to approximate $76.9 million, $59.7 million, $51.9 million, $51.0 million and $48.7 million for the years ending December 31, 2014, 2015, 2016, 2017 and 2018, respectively.

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Stock-Based Compensation Plans (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity compensation plans currently available for future grants	1
Total stock-based compensation expense	$ 53,800,000	$ 44,700,000	$ 36,700,000
Recognized tax benefit	19,800,000	16,500,000	13,500,000
Summary of option activity [Rollforward]
Outstanding at beginning of period (in shares)	4,769,643
Granted (in shares)	684,232
Exercised (in shares)	(1,178,359)
Forfeited (in shares)	(71,923)
Expired (in shares)	(6,500)
Outstanding at end of period (in shares)	4,197,093	4,769,643
Vested or expected to vest at end of period (in shares)	4,186,602
Exercisable at end of period (in shares)	2,875,267
Option activity , additional disclosures [Abstract]
Weighted average exercise price at beginning of period (in dollars per share)	$ 42.94
Weighted average exercise price granted (in dollars per share)	$ 64.97
Weighted average exercise price per exercised (in dollars per share)	$ 37.61
Weighted average exercise price forfeited (in dollars per share)	$ 52.76
Weighted average exercise price expired (in dollars per share)	$ 15.08
Weighted average exercise price outstanding at end of period (in dollars per share)	$ 47.92	$ 42.94
Weighted average exercise price vested or expected to vest at end of period (in dollars per share)	$ 47.88
Weighted average exercise price exercisable at end of period (in dollars per share)	$ 42.42
Weighted average remaining contractual term outstanding at end of period (in years)	5 years 7 months 17 days	5 years 0 months 7 days
Weighted average remaining contractual term vested or expected to vest at end of period (in years)	5 years 7 months 13 days
Weighted average remaining contractual term exercisable at end of period (In years)	4 years 0 months 18 days
Aggregate intrinsic value outstanding at beginning of period	64,500,000
Aggregate intrinsic value outstanding at end of period	52,500,000	64,500,000
Aggregate intrinsic value vested or expected to vest at end of period	52,500,000
Aggregate intrinsic value exercisable at end of period	49,200,000
Fair values and weighted-average assumptions used to value options [Abstract]
Expected life (in years)	3 years 2 months 12 days	3 years 2 months 12 days	2 years 9 months 18 days
Risk-free interest rate (in hundredths)	0.67%	0.37%	0.38%
Volatility (in hundredths)	34.30%	39.40%	42.60%
Expected dividend yield (in hundredths)	0.00%	0.00%	0.00%
Grant-date fair value per option (in dollars per share)	$ 16.19	$ 15.68	$ 14.47
Intrinsic value of options exercised	30,900,000	33,700,000	31,500,000
Average intrinsic value per share of options exercised (in dollars per share)	$ 26.30	$ 23.39	$ 26.79
Restricted and deferred stock units and awards activity [Roll Forward]
Shares granted (in shares)	838,207	674,578	682,246
Restricted and deferred stock units and awards, additional disclosures [Abstract]
Weighted average grant date fair value, granted (in dollars per share)	$ 57.95	$ 50.44	$ 50.67
Restricted and deferred stock units and awards [Abstract]
Annual value of deferred stock units available for grants to non-employee directors	250,000
Incremental portion of deferred stock units that vest quarterly over the year following the date of grant	one-fourth increments quarterly
Period of time after the date of grant during which deferred stock units cannot be converted into common stock	three years
Intrinsic value of units vesting	46,000,000	38,200,000	36,900,000
Shares reserved for future grants of options, deferred stock units, restricted stock units and other awards (in shares)	13,742,446
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	13,600,000	12,100,000	11,100,000
Terms of awards	Seven or ten years
The incremental portion of options that vest annually on the anniversary date of grant	one-third increments each year
Unrecognized share-based compensation cost [Abstract]
Stock-based compensation cost not yet recognized under the straight-line method, Stock options	12,800,000
Weighted-average remaining expense recognition period (in years)	1 year 9 months 7 days
Restricted and Deferred Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	40,200,000	32,600,000	25,600,000
The incremental portion of options that vest annually on the anniversary date of grant	one-third increments each year or three-year 100%
Restricted and deferred stock units and awards activity [Roll Forward]
Nonvested shares, beginning of period (in shares)	1,713,507
Shares granted (in shares)	838,207
Shares vested (in shares)	(801,364)
Shares forfeited (in shares)	(91,993)
Nonvested shares, end of period (in shares)	1,658,357	1,713,507
Restricted and deferred stock units and awards, additional disclosures [Abstract]
Weighted average grant date fair value, outstanding, beginning of period (in dollars per share)	$ 28.11
Weighted average grant date fair value, granted (in dollars per share)	$ 57.95
Weighted average grant date fair value, vested (in dollars per share)	$ 56.88
Weighted average grant date fair value, forfeited (in dollars per share)	$ 52.73
Weighted average grant date fair value, outstanding at end of period (in dollars per share)	$ 28.22	$ 28.11
Unrecognized share-based compensation cost [Abstract]
Stock-based compensation cost not yet recognized under the straight-line method, Restricted and deferred stock units	$ 36,800,000
Weighted-average remaining expense recognition period (in years)	1 year 7 months 10 days
Restricted and Deferred Stock Units with Performance Conditions [Member]
Restricted and deferred stock units and awards activity [Roll Forward]
Shares granted (in shares)	185,992	211,244	139,191

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Receivables

12 Months Ended

Dec. 31, 2013

Receivables [Abstract]

Receivables

Note 4: Receivables 

Receivables consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Trade receivables	$	2,621.5		$	1,823.2
Other receivables		118.5			151.4
Allowance for doubtful accounts		(20.9	)		(7.9	)
Total receivables	$	2,719.1		$	1,966.7

XML

Inventories

12 Months Ended

Dec. 31, 2013

Inventories [Abstract]

Inventories

Note 5: Inventories 

Inventories consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Raw materials	$	237.7		$	237.9
Work-in-process		894.4			902.1
Finished goods, including parts and subassemblies		2,207.8			1,797.9
Other		21.5			14.3
		3,361.4			2,952.2
Excess of current standard costs over LIFO costs		(120.0	)		(122.0	)
Allowance for obsolete and excess inventory		(109.0	)		(89.0	)
Total inventories	$	3,132.4		$	2,741.2

XML

Accounts Payable and Accrued Liabilities

12 Months Ended

Dec. 31, 2013

Accounts Payable and Accrued Liabilities [Abstract]

Accounts Payable and Accrued Liabilities

Note 7: Accounts Payable and Accrued Liabilities 

Accounts payable and accrued liabilities consisted of the following:

	December 31,
(dollars in millions)	2013		2012
Trade accounts payable and accruals	$	1,184.4	$	925.1
Advances from customers		1,675.8		1,320.1
Other accruals		1,023.2		800.5
Total accounts payable and accrued liabilities	$	3,883.4	$	3,045.7

Activity during the year associated with the Company’s product warranty accruals was as follows (dollars in millions): 

Balance December 31, 2012		Warranty Provisions		Acquisitions		Charges Against Accrual			Translation and Other		Balance December 31, 2013
$	67.6	$	42.7	$	1.3	$	(66.1	)	$	0.1	$	45.6

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Stockholders' Equity (Details) (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stockholders' Equity [Abstract]
Common stock authorized for repurchase	$ 2.4
Common stock reserved for future issuance under employee benefit plans (in shares)	19,975,744
Shares of preferred stock authorized to issue (in shares)	10,000,000	10,000,000
Par value of authorized preferred stock (in dollars per share)	$ 0.01	$ 0.01
Capital in excess of par value plus the retained earnings	$ 8.0
Class of Stock [Line Items]
Balance (in shares)	246,696,136	245,532,075	243,913,830
Purchase of treasury stock (in shares)	(26,955,623)	(412,800)	(49,000)
Stock issued under stock compensation plans (in shares)	1,687,795	1,576,861	1,667,245
Balance (in shares)	221,428,308	246,696,136	245,532,075
Common Stock [Member]
Class of Stock [Line Items]
Balance (in shares)	263,111,472	263,111,472	263,111,472
Purchase of treasury stock (in shares)	0	0	0
Stock issued under stock compensation plans (in shares)	0	0	0
Balance (in shares)	263,111,472	263,111,472	263,111,472
Treasury Stock [Member]
Class of Stock [Line Items]
Balance (in shares)	(16,415,336)	(17,579,397)	(19,197,642)
Purchase of treasury stock (in shares)	(26,955,623)	(412,800)	(49,000)
Stock issued under stock compensation plans (in shares)	1,687,795	1,576,861	1,667,245
Balance (in shares)	(41,683,164)	(16,415,336)	(17,579,397)

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Business Segments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013 Segment	Dec. 31, 2012	Dec. 31, 2011
Business Segments [Abstract]
Number of business segments									3
Research and product development costs									$ 83.1	$ 62.7	$ 60.6
Percent of total research and development costs incurred by DPS (in hundredths)									73.00%	67.00%	59.00%
Segment Reporting Information [Line Items]
Revenues	2,937.5	2,495.8	2,287.4	2,117.7	2,425.8	2,218.3	2,053.7	1,804.3	9,838.4	8,502.1	6,959.0
Depreciation and amortization									314.5	254.7	206.6
Interest, net									100.2	90.4	84.0
Income (loss) before income taxes									952.5	938.0	651.1
Capital expenditures									520.0	427.2	388.1
Total assets	14,248.5				11,158.2				14,248.5	11,158.2	9,361.7
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									9,838.4	8,502.1	6,959.0
Long-lived assets	5,865.4				4,024.8				5,865.4	4,024.8	3,424.6
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									4,842.0	4,670.5	3,868.2
Long-lived assets	2,670.2				2,531.7				2,670.2	2,531.7	2,411.8
United Kingdom [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									824.8	616.0	741.2
Long-lived assets	196.7				170.2				196.7	170.2	167.4
Other Foreign Countries [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									4,171.6	3,215.6	2,349.6
Long-lived assets	2,998.5				1,322.9				2,998.5	1,322.9	845.4
DPS [Member]
Segment Reporting Information [Line Items]
Revenues									6,287.5	4,871.3	4,061.5
Depreciation and amortization									207.2	149.9	111.4
Interest, net									0	0	0
Income (loss) before income taxes									822.6	712.3	685.6
Capital expenditures									330.2	300.0	255.6
Total assets	9,945.4				6,005.1				9,945.4	6,005.1	4,784.5
V&M [Member]
Segment Reporting Information [Line Items]
Revenues									2,085.7	2,142.2	1,663.0
Depreciation and amortization									39.6	41.4	40.3
Interest, net									0	0	0
Income (loss) before income taxes									424.2	425.8	294.1
Capital expenditures									57.9	29.9	34.8
Total assets	1,809.8				1,773.0				1,809.8	1,773.0	1,524.6
PCS [Member]
Segment Reporting Information [Line Items]
Revenues									1,465.2	1,488.6	1,234.5
Depreciation and amortization									36.1	36.9	37.9
Interest, net									0	0	0
Income (loss) before income taxes									142.8	147.1	116.0
Capital expenditures									30.4	28.5	21.6
Total assets	2,461.4				2,576.9				2,461.4	2,576.9	2,101.9
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Revenues									0	0	0
Depreciation and amortization									31.6	26.5	17.0
Interest, net									100.2	90.4	84.0
Income (loss) before income taxes									(437.1)	(347.2)	(444.6)
Capital expenditures									101.5	68.8	76.1
Total assets	$ 31.9				$ 803.2				$ 31.9	$ 803.2	$ 950.7

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Components of income before income taxes [Abstract]
U.S. operations	$ 284.1	$ 745.9	$ 590.3
Foreign operations	668.4	192.1	60.8
Income before income taxes	952.5	938.0	651.1
Current [Abstract]
U.S. federal	20.7	123.4	46.6
U.S. state and local	13.1	9.4	5.3
Foreign	177.1	140.1	96.4
Total Current Income Taxes	210.9	272.9	148.3
Deferred [Abstract]
U.S. federal	31.5	(35.8)	5.9
U.S. state and local	2.3	(2.3)	2.1
Foreign	(16.4)	(47.3)	(27.1)
Total Deferred Income Taxes	17.4	(85.4)	(19.1)
Income tax provision	228.3	187.5	129.2
Effective income tax rate reconciliation [Abstract]
U.S. federal statutory rate (in hundredths)	35.00%	35.00%	35.00%
State and local income taxes (in hundredths)	1.05%	0.57%	1.03%
Foreign statutory rate differential (in hundredths)	(10.70%)	(9.22%)	(7.30%)
Change in valuation allowance on deferred tax assets (in hundredths)	(1.51%)	5.92%	(8.89%)
Nondeductible expenses (in hundredths)	1.00%	0.74%	2.47%
Net U.S. tax on foreign source income (in hundredths)	(2.95%)	(10.92%)	(1.67%)
All other (in hundredths)	2.11%	(2.09%)	(0.80%)
Total (in hundredths)	24.00%	20.00%	19.84%
Total income taxes paid	329.4	239.5	121.2
Deferred tax liabilities [Abstract]
Plant and equipment	(171.0)	(150.3)
Intangible assets	(251.3)	(106.7)
Other	(16.0)	(17.1)
Total deferred tax liabilities	(438.3)	(274.1)
Deferred tax assets [Abstract]
Inventory	20.3	5.6
Postretirement benefits other than pensions	11.7	11.7
Reserves and accruals	92.9	137.5
Net operating losses and tax credits	246.4	276.6
Pensions	15.7	25.8
Other	17.2	12.7
Total deferred tax assets	404.2	469.9
Valuation allowance	(58.9)	(84.2)	(29.7)
Net deferred tax assets (liabilities)	(93.0)	111.6
Changes in unrecognized tax benefits [Roll Forward]
Balance at beginning of year	121.0	148.4	68.4
Increases in estimates for tax positions taken prior to the current year	0	0	6.6
Decreases in estimates for tax positions taken prior to the current year	0	(11.3)	(2.4)
Increases due to tax positions taken during the current year	3.0	0	76.1
Decreases relating to settlements with tax authorities	(19.2)	(10.1)	(2.3)
Decreases resulting from the lapse of applicable statutes of limitation	0	(6.5)	(0.1)
Net increases (decreases) due to translation and interest	(2.2)	0.5	2.1
Balance at end of year	102.6	121.0	148.4
Unrecognized tax benefits expected to settle within twelve months	6.6
Valuation Allowance [Abstract]
Balance at beginning of year	84.2	29.7	96.2
Valuation allowances for unutilized net operating losses and excess foreign tax credits generated in the current year	10.7	35.9	0
Valuation allowances on foreign tax credits associated with a prior year	4.5	19.5	0
Reduction in valuation allowances due to utilization of prior years net operating losses and excess foreign tax credits	(20.3)	0	(57.9)
Write-off of valuation allowances and associated deferred tax assets for certain losses that have no possibility of being utilized	(18.8)	0	(6.0)
Effect of translation	(1.4)	(0.9)	(2.6)
Balance at ending of year	58.9	84.2	29.7
Tax Credit Carryforward [Line Items]
Operating loss carryforwards regular income taxes expiration period	2014 - Indefinite
Tax benefit associated with certain stock benefit plan transactions	9.5	11.5	4.9
Unremitted foreign subsidiary earnings considered permanently reinvested	4.7
Tax holiday benefit in Singapore and Malaysia jurisdictions	6.5	2.3	2.3
Minimum [Member]
Tax Credit Carryforward [Line Items]
Operating loss carryforwards state income taxes expiration year	2016
Tax credit carryforward, expiration year	2016
Maximum [Member]
Tax Credit Carryforward [Line Items]
Operating loss carryforwards state income taxes expiration year	2027
Tax credit carryforward, expiration year	2022
United States [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2000
United Kingdom [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2007
Canada [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2006
France [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2010
Germany [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2008
Norway [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2010
Singapore [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2004
Italy [Member]
Income Tax Examination [Line Items]
Earliest years remaining open to examinations	2007
Domestic Tax Authority [Member]
Tax Credit Carryforward [Line Items]
Operating loss carryforwards state income taxes	3.5
Operating loss carryforwards regular income taxes	0
Foreign tax credits	124.1
Foreign Tax Authority [Member]
Tax Credit Carryforward [Line Items]
Operating loss carryforwards state income taxes	0
Operating loss carryforwards regular income taxes	516.8
Foreign tax credits	$ 0

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Acquisitions and OneSubsea (Tables)

12 Months Ended

Dec. 31, 2013

Acquisitions and OneSubsea [Abstract]

Preliminary purchase price allocation

The table below shows the purchase price allocation for the assets received from Schlumberger and the recording of Schlumberger’s cash payment to Cameron and its related noncontrolling interest in OneSubsea (in millions):

	Dr. (Cr.)
Cash, including cash acquired	$	603.0
Receivables		241.6
Inventory		32.4
Other current assets		3.4
Plant and equipment		31.8
Goodwill		1,011.4
Intangibles:
Customer relationships		350.0
Patents and technology		220.0
Other		20.0
Other non-current assets		10.6
Accounts payable and accrued liabilities		(213.5	)
Accrued income taxes		(80.4	)
Deferred income taxes		(168.3	)
Other long-term liabilities		(52.5	)
Capital in excess of par value		(1,083.0	)
Noncontrolling interests		(926.5	)
	$	–

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Unaudited Quarterly Operating Results (Tables)

12 Months Ended

Dec. 31, 2013

Unaudited Quarterly Operating Results [Abstract]

Unaudited quarterly operating results

Unaudited quarterly operating results were as follows: 

	2013 (quarter ended)
(dollars in millions, except per share data)	March 31,		June 30,		September 30,		December 31,
Revenues	$	2,117.7	$	2,287.4	$	2,495.8	$	2,937.5
Revenues less cost of sales (exclusive of depreciation andamortization)	$	623.6	$	662.4	$	715.1	$	821.4
Other costs	$	30.8	$	35.6	$	13.9	$	12.4
Net income	$	148.3	$	140.4	$	192.4	$	243.1
Net income attributable to noncontrolling interests	$	–	$	–	$	2.8	$	22.2
Net income attributable to Cameron	$	148.3	$	140.4	$	189.6	$	220.9
Earnings per share attributable to Cameron stockholders:
Basic	$	0.60	$	0.57	$	0.78	$	0.96
Diluted	$	0.60	$	0.57	$	0.78	$	0.95

	2012 (quarter ended)
(dollars in millions, except per share data)	March 31,			June 30,		September 30,		December 31,
Revenues	$	1,804.3		$	2,053.7	$	2,218.3	$	2,425.8
Revenues less cost of sales (exclusive of depreciation andamortization)	$	523.9		$	604.8	$	650.1	$	699.0
Other costs (credits)	$	(1.5	)	$	9.9	$	3.4	$	21.7
Net income attributable to Cameron	$	134.0		$	174.6	$	223.6	$	218.3
Earnings per share attributable to Cameron stockholders:
Basic	$	0.54		$	0.71	$	0.91	$	0.88
Diluted	$	0.54		$	0.70	$	0.90	$	0.88

XML

Income Taxes

12 Months Ended

Dec. 31, 2013

Income Taxes [Abstract]

Income Taxes

Note 12: Income Taxes 

The components of income before income taxes were as follows: 

	Year Ended December 31,
(dollars in millions)	2013		2012		2011
U.S. operations	$	284.1	$	745.9	$	590.3
Foreign operations		668.4		192.1		60.8
Income before income taxes	$	952.5	$	938.0	$	651.1

The provisions for income taxes were as follows: 

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Current:
U.S. federal	$	20.7		$	123.4		$	46.6
U.S. state and local		13.1			9.4			5.3
Foreign		177.1			140.1			96.4
		210.9			272.9			148.3
Deferred:
U.S. federal		31.5			(35.8	)		5.9
U.S. state and local		2.3			(2.3	)		2.1
Foreign		(16.4	)		(47.3	)		(27.1	)
		17.4			(85.4	)		(19.1	)
Income tax provision	$	228.3		$	187.5		$	129.2

The reasons for the differences between the provision for income taxes and income taxes using the U.S. federal income tax rate were as follows:

	Year Ended December 31,
	2013			2012			2011
U.S. federal statutory rate		35.00	%		35.00	%		35.00	%
State and local income taxes		1.05			0.57			1.03
Foreign statutory rate differential		(10.70	)		(9.22	)		(7.30	)
Change in valuation allowance on deferred tax assets		(1.51	)		5.92			(8.89	)
Nondeductible expenses		1.00			0.74			2.47
Net U.S. tax on foreign source income		(2.95	)		(10.92	)		(1.67	)
All other		2.11			(2.09	)		(0.80	)
Total		24.00	%		20.00	%		19.84	%
Total income taxes paid (dollars in millions)	$	329.4		$	239.5		$	121.2

Components of deferred tax assets (liabilities) were as follows:

	December 31,
(dollars in millions)	2013			2012
Deferred tax liabilities:
Plant and equipment	$	(171.0	)	$	(150.3	)
Intangible assets		(251.3	)		(106.7	)
Other		(16.0	)		(17.1	)
Total deferred tax liabilities		(438.3	)		(274.1	)
Deferred tax assets:
Inventory		20.3			5.6
Postretirement benefits other than pensions		11.7			11.7
Reserves and accruals		92.9			137.5
Net operating losses and tax credits		246.4			276.6
Pensions		15.7			25.8
Other		17.2			12.7
Total deferred tax assets		404.2			469.9
Valuation allowance		(58.9	)		(84.2	)
Net deferred tax assets (liabilities)	$	(93.0	)	$	111.6

Changes in the Company’s accruals for unrecognized tax benefits were as follows:

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Balance at beginning of year	$	121.0		$	148.4		$	68.4
Increases in estimates for tax positions taken prior to the current year		–			–			6.6
Decreases in estimates for tax positions taken prior to the current year		–			(11.3	)		(2.4	)
Increases due to tax positions taken during the current year		3.0			–			76.1
Decreases relating to settlements with tax authorities		(19.2	)		(10.1	)		(2.3	)
Decreases resulting from the lapse of applicable statutes of limitation		–			(6.5	)		(0.1	)
Net increases (decreases) due to translation and interest		(2.2	)		0.5			2.1
Balance at end of year	$	102.6		$	121.0		$	148.4

The Company has a $6.6 million accrual for unrecognized tax benefits at December 31, 2013, for which the uncertainties surrounding the benefits are expected to be settled during the next twelve-month period as a result of the conclusion of various income tax audits or due to the expiration of the applicable statute of limitations. The Company is not currently aware of any material amounts included as unrecognized tax benefits at December 31, 2013 that, if recognized, would not impact the Company’s future effective income tax rate.

There were no material payments for interest or penalties for the years ended December 31, 2013, 2012 or 2011. Also, there were no material accruals for unpaid interest or penalties at December 31, 2013 or 2012.

The Company and its subsidiaries file income tax returns in the United States, various domestic states and localities and in many foreign jurisdictions. The earliest years’ tax returns filed by the Company that are still subject to examination by authorities in the major tax jurisdictions are as follows:

United States	United Kingdom	Canada	France	Germany	Norway	Singapore	Italy
2000	2007	2006	2010	2008	2010	2004	2007

At December 31, 2013, the Company had net operating loss and credit carryforwards in numerous jurisdictions with various expiration periods, including certain jurisdictions which have no expiration period.  Changes in the Company’s valuation allowances against these net operating loss and credit carryforwards and other deferred tax assets were as follows:

	Year Ended December 31,
(dollars in millions)	2013			2012			2011
Balance at beginning of year	$	84.2		$	29.7		$	96.2
Valuation allowances for unutilized net operating losses and excess foreign tax credits generated in the current year		10.7			35.9			–
Valuation allowances on foreign tax credits associated with a prior year		4.5			19.5			–
Reduction in valuation allowances due to utilization of prior years’ net operating losses and excess foreign tax credits		(20.3	)		–			(57.9	)
Write-off of valuation allowances and associated deferred tax assets for certain losses that have no possibility of being utilized		(18.8	)		–			(6.0	)
Effect of translation		(1.4	)		(0.9	)		(2.6	)
Balance at end of year	$	58.9		$	84.2		$	29.7

The Company has considered all available evidence in assessing the need for the valuation allowance, including future taxable income, future foreign source income, and ongoing prudent and feasible tax planning strategies. In the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the net deferred tax assets would be charged to income in the period such determination was made. 

Tax attribute carryforwards which are available for use on future income tax returns at December 31, 2013 are as follows:

(dollars in millions)	Domestic		Foreign		Expiration
Net operating losses - regular income tax	$	–	$	516.8	2014 - Indefinite
Net operating losses – state income tax	$	3.5	$	–		2016 - 2027
Foreign tax credits	$	124.1	$	–		2016 - 2022

The tax benefit that the Company receives with respect to certain stock compensation plan transactions is credited to capital in excess of par value and does not reduce income tax expense. This benefit amounted to $9.5 million, $11.5 million and $4.9 million in 2013, 2012 and 2011, respectively. 

The Company considers all unremitted earnings of its foreign subsidiaries, except certain amounts primarily earned before 2003, certain amounts earned during 2009, certain amounts earned by NATCO, and amounts previously subjected to tax in the U.S., to be permanently reinvested. An estimate of the amounts considered permanently reinvested is $4.7 billion. It is not practical for the Company to compute the amount of additional U.S. tax that would be due on this amount. The Company has provided deferred income taxes on the earnings that the Company anticipates will be remitted.

The Company operates in jurisdictions, primarily Singapore and Malaysia, in which it has been granted tax holidays. The benefit of these holidays for 2013, 2012 and 2011 was approximately $6.5 million, $2.3 million and $2.3 million, respectively.

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Summary of Non-cash Operating, Investing and Financing Activities

12 Months Ended

Dec. 31, 2013

Summary of Non-cash Operating, Investing and Financing Activities [Abstract]

Summary of Non-cash Operating, Investing and Financing Activities

Note 17: Summary of Non-cash Operating, Investing and Financing Activities

The effect on net assets of non-cash operating, investing and financing activities was as follows:

(dollars in millions)	2013		2012			2011
Impact on net assets of indemnity settlement with BP Exploration and Production, Inc.	$	–	$	–		$	(82.5	)
Tax benefit of stock compensation plan transactions	$	9.5	$	11.5		$	4.9
Change in fair value of derivatives accounted for as cash flow hedges, net of tax	$	13.8	$	10.1		$	(5.2	)
Actuarial gain (loss), net, related to defined benefit pension and postretirement benefit plans	$	13.6	$	(33.3	)	$	(7.7	)

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Summary of Non-cash Operating, Investing and Financing Activities (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Non-cash Operating, Investing and Financing Activities [Abstract]

Effects on net assets of non-cash operating, investing and financing activities

The effect on net assets of non-cash operating, investing and financing activities was as follows:

(dollars in millions)	2013		2012			2011
Impact on net assets of indemnity settlement with BP Exploration and Production, Inc.	$	–	$	–		$	(82.5	)
Tax benefit of stock compensation plan transactions	$	9.5	$	11.5		$	4.9
Change in fair value of derivatives accounted for as cash flow hedges, net of tax	$	13.8	$	10.1		$	(5.2	)
Actuarial gain (loss), net, related to defined benefit pension and postretirement benefit plans	$	13.6	$	(33.3	)	$	(7.7	)

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Stock-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2013

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Total compensation expense for all stock-based compensation plans

Stock-based compensation expense recognized was as follows:

	Year Ended December 31,
(dollars in millions)	2013		2012		2011
Outstanding restricted and deferred stock units and awards	$	40.2	$	32.6	$	25.6
Unvested outstanding stock options		13.6		12.1		11.1
Total stock-based compensation expense	$	53.8	$	44.7	$	36.7

Summary of activity in all stock based compensation plans

A summary of option activity under the Company’s stock compensation plans as of and for the year ended December 31, 2013 is presented below: 

Options	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (dollars in millions)
Outstanding at January 1, 2013		4,769,643		$	42.94		5.02	$	64.5
Granted		684,232			64.97
Exercised		(1,178,359	)		37.61
Forfeited		(71,923	)		52.76
Expired		(6,500	)		15.08
Outstanding at December 31, 2013		4,197,093		$	47.92		5.63	$	52.5
Vested at December 31, 2013 or expected to vest in the future		4,186,602		$	47.88		5.62	$	52.5
Exercisable at December 31, 2013		2,875,267		$	42.42		4.05	$	49.2

Share-based payment award, stock options, valuation assumptions

The fair values per share of option grants for the years ended December 31, 2013, 2012 and 2011 were estimated using the Black-Scholes-Merton option pricing formula with the following weighted-average assumptions: 

	Year Ended December 31,
	2013			2012			2011
Expected life (in years)		3.2			3.2			2.8
Risk-free interest rate		0.67	%		0.37	%		0.38	%
Volatility		34.3	%		39.4	%		42.6	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

Share-based payment award, options, grants in period, grant date intrinsic value

The above assumptions and market prices of the Company’s common stock at the date of option exercises resulted in the following values:

	Year Ended December 31,
	2013		2012		2011
Grant-date fair value per option	$	16.19	$	15.68	$	14.47
Intrinsic value of options exercised (dollars in millions)	$	30.9	$	33.7	$	31.5
Average intrinsic value per share of options exercised	$	26.30	$	23.39	$	26.79

Restricted and deferred stock units granted and vesting

Information on restricted and deferred stock units granted and vesting during the three years ended December 31, 2013 follows:

	Year Ended December 31,
	2013		2012		2011
Number of units granted with performance conditions		185,992		211,244		139,191
Intrinsic value of units vesting (dollars in millions)	$	46.0	$	38.2	$	36.9
Total number of units granted		838,207		674,578		682,246
Weighted average grant date fair value per unit	$	57.95	$	50.44	$	50.67

Stock Options [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Total unrecognized compensation expense for all stock-based compensation plans

	At December 31, 2013
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	12.8
Weighted-average remaining expense recognition period (in years)		1.77

Restricted and Deferred Stock Units [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Total unrecognized compensation expense for all stock-based compensation plans

	At December 31, 2013
Stock-based compensation cost not yet recognized under the straight-line method (dollars in millions)	$	38.8
Weighted-average remaining expense recognition period (in years)		1.61

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Stockholders' equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	263,111,472	263,111,472
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized shares (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Treasury common stock at cost (in shares)	41,683,164	16,415,336

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Summary of Major Accounting Policies

12 Months Ended

Dec. 31, 2013

Summary of Major Accounting Policies [Abstract]

Summary of Major Accounting Policies

Note 1: Summary of Major Accounting Policies

   Company Operations — Cameron International Corporation (Cameron or the Company) provides flow equipment products, systems and services to worldwide oil, gas and process industries through three business segments, Drilling & Production Systems (DPS), Valves & Measurement (V&M) and Process & Compression Systems (PCS). Products include oil and gas pressure control, drilling and separation equipment, including valves, wellheads, manifolds, controls, chokes, blowout preventers and packaged systems for oil and gas drilling, production and transmission processes used in onshore, offshore and subsea applications, as well as for the downstream markets. Cameron also manufactures and services air and gas compressors and turbochargers.  Additional information regarding each segment may be found in Note 15 of the Notes to Consolidated Financial Statements.

Principles of Consolidation — The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. Investments from 20% to 50% in affiliated companies are accounted for using the equity method.

Estimates in Financial Statements— The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, estimates of total contract profit or loss on certain long-term production contracts, estimated losses on accounts receivable, estimated realizable value on excess and obsolete inventory, contingencies, including tax contingencies, estimated liabilities for litigation exposures and liquidated damages, estimated warranty costs, estimates related to pension accounting, estimates used to determine fair values in purchase accounting, estimates related to the fair value of reporting units for purposes of assessing goodwill for impairment, estimated proceeds from assets held for sale and estimates related to deferred tax assets and liabilities, including valuation allowances on deferred tax assets. Actual results could differ materially from these estimates. 

Revenue Recognition— The Company generally recognizes revenue, net of sales taxes, once the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery of the equipment has occurred or the customer has taken title and risk of loss or services have been rendered, (iii) the price of the equipment or service is fixed and determinable and (iv) collectibility is reasonably assured. For certain engineering, procurement and construction-type contracts, which typically include the Company’s subsea and drilling systems and processing equipment contracts, revenue is recognized in accordance with accounting rules relating to construction-type and production-type contracts. Under this guidance, the Company recognizes revenue on these contracts based upon completion of milestones using a units-of-completion method.  However, for certain specific types of drilling and subsea systems contracts which have different characteristics than our other contracts, we use the cost-to-cost method of accounting. Under the units-of-completion method, revenue and cost of sales are recognized once the manufacturing process is complete for each milestone included in the contract,  including customer inspection and acceptance, if required by the contract.  Under the cost-to-cost method, revenue and cost of sales are recognized in the ratio of actual costs incurred to date on the project in relation to total estimated project costs.  Both methods require the Company to make estimates regarding the total costs of the project, which impacts the amount of gross margin the Company recognizes in each reporting period.  The Company routinely, and at least quarterly, reviews its estimates relating to total estimated contract profit or loss and recognizes changes in those estimates as they are determined.  Revenue associated with change orders is not included in the calculation of estimated profit on a contract until approved by the customer.  Costs associated with unapproved change orders are deferred if (i) the customer acknowledges a change has occurred and (ii) it is probable that the costs will be recoverable from the customer.  If these two conditions are not met, the costs are included in the calculation of estimated profit on the project.  Anticipated losses on contracts are recorded in full in the period in which they become evident.

Approximately 29%, 23% and 26% of the Company's revenues for the years ended December 31, 2013, 2012 and 2011, respectively, were recognized under the accounting rules for construction-type and production-type contracts.

Shipping and Handling Costs— Shipping and handling costs are reflected in the caption entitled “Cost of sales (exclusive of depreciation and amortization shown separately below)” in the accompanying Consolidated Results of Operations statements. 

Cash Equivalents and Short-Term Investments — Cash equivalents consist of highly liquid investments which are readily convertible to cash and have maturities of three months or less at the time of purchase.  Short-term investments consist primarily of commercial paper, U.S. Treasury securities, U.S. non-governmental agency asset-backed securities and corporate debt obligations that have maturities of more than three months but less than one year.  All of our short-term investments are classified as available-for-sale and recorded at fair value, with unrealized holding gains and losses recorded as a component of accumulated other comprehensive income (loss).

Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of its customers to make required payments. Such allowances are based upon several factors including, but not limited to, historical experience, the length of time an invoice has been outstanding, responses from customers relating to demands for payment and the current and projected financial condition of specific customers. 

Inventories— Aggregate inventories are carried at cost or, if lower, net realizable value. On the basis of current costs, 49% of inventories at December 31, 2013 and 53% at December 31, 2012 are carried on the last-in, first-out (LIFO) method. For these locations, the use of LIFO results in a better matching of costs and revenues. The remaining inventories, which are generally located outside the United States and Canada, are carried on the first-in, first-out (FIFO) method. The Company provides a reserve for estimated inventory obsolescence or excess quantities on hand equal to the difference between the cost of the inventory and its estimated realizable value.

Plant and Equipment— Property, plant and equipment, both owned and under capital lease, are carried at cost. Maintenance and repair costs are expensed as incurred. The cost of renewals, replacements and betterments is capitalized. The Company capitalizes software developed or obtained for internal use. Accordingly, the cost of third-party software, as well as the cost of third-party and internal personnel that are directly involved in application development activities, are capitalized during the application development phase of new software systems projects. Costs during the preliminary project stage and post-implementation stage of new software systems projects, including data conversion and training costs, are expensed as incurred. Depreciation and amortization is provided over the estimated useful lives of the related assets, or in the case of assets under capital leases, over the related lease term, if less, using the straight-line method. The estimated useful lives of the major classes of property, plant and equipment are as follows:

	Estimated Useful Lives
Buildings and leasehold improvements	10-40 years
Machinery, equipment and tooling	3-18 years
Office furniture, software and other	3-10 years

Goodwill and Intangible Assets — Cameron allocates the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities, based on their estimated fair values.  The Company will also typically allocate a portion of the purchase price to certain identifiable intangible assets, such as noncompete agreements, trademarks, trade names, patents, technology, customer relationships and backlog using various widely accepted valuation techniques such as discounted future cash flows and the relief-from-royalty and excess earnings methods.  Each of these methods involves level 3 unobservable market inputs.  Any remaining excess of cost over allocated fair values is recorded as goodwill.  On many larger acquisitions, Cameron will engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets.  Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, royalty rates for use of assets, economic lives and the selection of a discount rate.

The Company reviews the carrying value of goodwill in accordance with accounting rules on impairment of goodwill, which require that the Company estimate the fair value of each of its reporting units annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment of goodwill is required.  Generally, this review is conducted during the first quarter of each annual period.  The estimated fair value of each reporting unit for the 2013, 2012 and 2011 evaluations was determined using discounted future expected cash flows (level 3 unobservable inputs) consistent with the accounting guidance for fair-value measurements. Certain estimates and judgments are required in the application of the fair value models, including, but not limited to, estimates of future cash flows and the selection of a discount rate.  At December 31, 2013, the Company’s reporting units for goodwill impairment evaluation purposes were the Drilling, Surface and OneSubsea businesses of the DPS segment, the Engineered Valves, Distributed Valves, Process Valves, Measurement Systems divisions and the Aftermarket Services business of the V&M segment and the Process Systems & Reciprocating Compression, Custom Process Systems and Centrifugal Compression divisions of the PCS segment.  See Note 20 of the Notes to Consolidated Financial Statements for further information regarding the Reciprocating Compression and Centrifugal Compression businesses.

The Company’s intangible assets, excluding goodwill, represent purchased patents, trademarks, customer relationships and other identifiable intangible assets. The majority of intangible assets are amortized on a straight-line basis over the years expected to be benefited, generally ranging from 5 to 28 years. Such intangibles are tested for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable. As many areas of the Company’s business rely on patents and proprietary technology, it has followed a policy of seeking patent protection both inside and outside the United States for products and methods that appear to have commercial significance. The costs of developing any intangibles internally, as well as costs of defending such intangibles, are expensed as incurred. No material impairment of intangible assets was required during the years ended December 31, 2013, 2012 or 2011, except as reflected in Note 3 of the Notes to Consolidated Financial Statements.

Long-Lived Assets — In accordance with accounting rules for the impairment or disposal of long-lived assets, such assets, excluding goodwill and indefinite-lived intangibles, to be held and used by the Company are reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases its evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. Assets are classified as held for sale when the Company has a plan, approved by the appropriate levels of management,  for disposal of such assets and those assets are stated at the lower of carrying value as estimated fair value less estimated costs to sell.  No material impairment of long-lived assets was required during the years ended December 31, 2013, 2012 or 2011.

Product Warranty— Estimated warranty costs are accrued either at the time of sale based upon historical experience or, in some cases, when specific warranty problems are encountered. Adjustments to the recorded liability are made periodically to reflect actual experience. 

Contingencies — The Company accrues for costs relating to litigation, including litigation defense costs, claims, assessments and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties, amounts specified by contract, amounts designated by legal statute or management’s judgment, as appropriate. Revisions to contingent liability reserves are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. 

Income Taxes— The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Income tax expense includes U.S. and foreign income taxes, including U.S. federal taxes on undistributed earnings of foreign subsidiaries to the extent such earnings are planned to be remitted. Taxes are not provided on the translation component of comprehensive income since the effect of translation is not considered to modify the amount of the earnings that are planned to be remitted. 

The Company accounts for uncertainties in its income tax positions in accordance with income tax accounting rules.  Interest related to accruals for uncertain tax positions is reflected as a component of interest expense in the Consolidated Results of Operations statement. Penalties on a tax position taken by the Company are reflected as a component of income tax expense in the Consolidated Results of Operations statement. See Note 12 of the Notes to Consolidated Financial Statements for further discussion of the Company’s income taxes.

Environmental Remediation and Compliance — Environmental remediation and postremediation monitoring costs are accrued when such obligations become probable and reasonably estimable. Such future expenditures are not discounted to their present value. 

Pension and Postretirement Benefits Accounting— The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans in its Consolidated Balance Sheets.  The measurement date for all of the Company’s plans was December 31, 2013.  See Note 8 of the Notes to Consolidated Financial Statements for further information.

Stock-Based Compensation— At December 31, 2013, the Company had grants outstanding under various stock-based employee compensation plans, which are described in further detail in Note 9 of the Notes to Consolidated Financial Statements. Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method required by accounting rules on stock compensation. Under this guidance, the fair value of stock option grants and restricted stock unit awards is amortized to expense using the straight-line method over the shorter of the vesting period or the remaining employee service period. 

Derivative Financial Instruments— Consistent with accounting guidance for derivative instruments and hedging activities, the Company recognizes all derivative financial instruments as assets and liabilities on a gross basis and measures them at fair value.  Hedge accounting is only applied when the derivative is deemed highly effective at offsetting changes in anticipated cash flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other elements of comprehensive income (loss) until the underlying transactions are recognized in earnings, at which time any deferred hedging gains or losses are reclassified to earnings in the same income statement caption as impacted by the hedged item. Any ineffective portion of the change in the fair value of a derivative used as a cash flow hedge is recorded in earnings as incurred. The amounts recorded in earnings from ineffectiveness for the years ended December 31, 2013, 2012 and 2011 have not been material. The Company may at times also use forward or option contracts to hedge certain other foreign currency exposures. These contracts are not designated as hedges under the accounting guidance described above.  Therefore, the changes in fair value of these contracts are recognized in earnings as they occur and offset gains or losses on the related exposures. 

The Company may also periodically use interest rate swaps to modify the interest characteristics of some or all of its fixed or floating rate debt.  As these interest rate swaps are generally not designated as hedges, changes in the fair value of these derivatives are recognized as an adjustment to interest expense as they occur.

Foreign Currency — For most subsidiaries and branches outside the U.S., the local currency is the functional currency.  The financial statements of these subsidiaries and branches are translated into U.S. dollars as follows: (i) assets and liabilities at year-end exchange rates; (ii) income, expenses and cash flows at monthly average exchange rates or exchange rates in effect on the date of the transaction; and (iii) stockholders’ equity at historical exchange rates. For those subsidiaries where the local currency is the functional currency, the resulting translation adjustment is recorded as a component of accumulated other elements of comprehensive income (loss) in the accompanying Consolidated Balance Sheets. 

For certain other subsidiaries and branches, operations are conducted primarily in currencies other than the local currencies, which are therefore the functional currency. Non-functional currency monetary assets and liabilities are remeasured at ending exchange rates. Revenue, expense and gain and loss accounts of these foreign subsidiaries and branches are remeasured at average exchange rates or exchange rates in effect on the date of the transaction. Non-functional currency non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are remeasured at historical rates. 

Foreign currency gains and losses arising from monetary transactions denominated in a currency other than the functional currency of the entity involved are included in income. The effects of foreign currency transactions were a gain of $0.2 million for the year ended December 31, 2013, a loss of $12.4 million for the year ended December 31, 2012 and a loss of $10.9 million for the year ended December 31, 2011.

Reclassifications and Revisions — Certain prior year amounts have been reclassified to conform to the current year presentation.

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Accounts Payable and Accrued Liabilities (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Accounts Payable and Accrued Liabilities [Abstract]
Trade accounts payable and accruals	$ 1,184.4	$ 925.1
Advances from customers	1,675.8	1,320.1
Other accruals	1,023.2	800.5
Total accounts payable and accrued liabilities	3,883.4	3,045.7
Product Warranty Accrual [Roll Forward]
Balance, beginning	67.6
Warranty Provisions	42.7
Acquisitions	1.3
Charges Against Accrual	(66.1)
Translation and Other	0.1
Balance, ending	$ 45.6

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Off-Balance Sheet Risk and Guarantees and Concentrations of Credit Risk (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Off Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments [Abstract]
Contingently liable for bank guarantees and standby letters of credit issued on the company's behalf	$ 1,124.8
Liability to financial institutions for financial letters of credit and other guarantees issued on the Company's behalf	21.1
Liability for insurance bonds issued on the company's behalf	$ 23.9

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Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2013

Off Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments [Abstract]

Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments

Note 18: Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments

Off-Balance Sheet Risk and Guarantees

At December 31, 2013, the Company was contingently liable with respect to approximately $1,124.8 million of bank guarantees and standby letters of credit issued on its behalf by major domestic and international financial institutions in connection with the delivery, installation and performance of the Company’s products under contract with customers throughout the world. The Company was also liable to these financial institutions for financial letters of credit and other guarantees issued on its behalf totaling nearly $21.1 million, which provide security to third parties relating to the Company’s ability to meet specified financial obligations, including payment of leases, customs duties, insurance and other matters. Additionally, the Company was liable for approximately $23.9 million of insurance bonds at December 31, 2013 relating to the requirements in certain foreign jurisdictions where the Company does business that the Company hold insurance bonds rather than bank guarantees.

The Company’s other off-balance sheet risks were not material at December 31, 2013.

Concentrations of Credit Risk and Major Customers

Apart from its normal exposure to its customers, who are predominantly in the energy industry, the Company had no significant concentrations of credit risk at December 31, 2013. The Company typically does not require collateral for its customer trade receivables but does often obtain letters of credit from third party banks as security for future payment on certain large product shipments.  Allowances for doubtful accounts are recorded for estimated losses that may result from the inability of customers to make required payments.  See Note 4 of the Notes to Consolidated Financial Statements for additional information.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, trade receivables, trade payables, derivative instruments and debt instruments. The book values of trade receivables, trade payables and floating-rate debt instruments are considered to be representative of their respective fair values.

Following is a summary of the Company’s financial instruments which have been valued at fair value in the Company’s Consolidated Balance Sheets at December 31, 2013 and 2012:

	Fair Value Based on Quoted Prices in Active  Markets for Identical Assets (Level 1)				Fair Value Based on  Significant Other  Observable Inputs (Level 2)				Total
(dollars in millions)	2013		2012		2013		2012		2013		2012
Cash and cash equivalents:
Cash	$	617.8	$	447.1	$	–	$	–	$	617.8	$	447.1
Certificates of deposit		–		0.2		–		–		–		0.2
Money market funds		1,172.4		429.1		–		–		1,172.4		429.1
Commercial paper		–		–		3.9		202.7		3.9		202.7
U.S. treasury securities		–		17.6		–		–		–		17.6
U.S. non-governmental agency asset-backed securities		–		–				41.4		–		41.4
U.S. corporate obligations		–		18.9		–		–		–		18.9
Non-U.S. bank and other obligations		18.8		28.8		–		–		18.8		28.8
Short-term investments:
Commercial paper		–		–				253.9		–		253.9
Certificates of deposit		–		3.0		–		–		–		3.0
U.S. Treasury securities		41.0		64.5		–		–		41.0		64.5
U.S. non-governmental agency asset-backed securities		–		–				99.5		–		99.5
U.S. corporate obligations		–		96.1		–		–		–		96.1
Non-qualified plan assets:
Money market funds		1.0		1.1		–		–		1.0		1.1
Domestic bond funds		2.9		2.4		–		–		2.9		2.4
International bond fund		0.3		0.1		–		–		0.3		0.1
Domestic equity funds		5.5		3.6		–		–		5.5		3.6
International equity funds		2.7		2.1		–		–		2.7		2.1
Blended equity funds		3.8		2.6		–		–		3.8		2.6
Common stock		2.3		2.1		–		–		2.3		2.1
Derivatives, net asset (liability):
Foreign currency contracts		–		–		19.0		19.9		19.0		19.9
	$	1,868.5	$	1,119.3	$	22.9	$	617.4	$	1,891.4	$	1,736.7

Fair values for financial instruments utilizing level 2 inputs were determined from information obtained from third party pricing sources, broker quotes, calculations involving the use of market indices or mutual fund unit values determined based upon the valuation of the funds’ underlying assets.

At December 31, 2013, the fair value of the Company’s fixed-rate debt (based on Level 1 quoted market rates) was approximately $2.66 billion as compared to the $2.50 billion face value of the debt recorded, net of original issue discounts, in the Company’s Consolidated Balance Sheet.  At December 31, 2012, the fair value of the Company’s fixed-rate debt (based on Level 1 quoted market rates) was approximately $2.06 billion as compared to the $1.75 billion face value of the debt.

Derivative Contracts

In order to mitigate the effect of exchange rate changes, the Company will often attempt to structure sales contracts to provide for collections from customers in the currency in which the Company incurs its manufacturing costs. In certain instances, the Company will enter into foreign currency forward contracts to hedge specific large anticipated receipts or disbursements in currencies for which the Company does not traditionally have fully offsetting local currency expenditures or receipts. The Company was party to a number of long-term foreign currency forward contracts at December 31, 2013. The purpose of the majority of these contracts was to hedge large anticipated non-functional currency cash flows on major subsea, drilling, valve or other equipment contracts involving the Company’s United States operations and its wholly-owned subsidiaries in Australia, France, Italy, Malaysia, Norway, Singapore and the United Kingdom. Many of these contracts have been designated as and are accounted for as cash flow hedges with changes in the fair value of those contracts recorded in accumulated other comprehensive income (loss) in the period such change occurs.  Certain other contracts, many of which are centrally managed, are intended to offset other foreign currency exposures but have not been designated as hedges for accounting purposes and, therefore, any change in the fair value of those contracts are reflected in earnings in the period such change occurs.  The Company determines the fair value of its outstanding foreign currency forward contracts based on quoted exchange rates for the respective currencies applicable to similar instruments.

The Company manages its debt portfolio to achieve an overall desired position of fixed and floating rates and employs from time to time interest rate swaps as a tool to achieve that goal.

Total gross volume bought (sold) by notional currency and maturity date on open foreign currency forward contracts at December 31, 2013 was as follows:

Notional Amount - Buy									Notional Amount - Sell
((in millions)	2014		2015		2016		Total		2014			2015			2016			Total
Notional currency in:
Euro		157.8		9.9		10.2		177.9		(45.3	)		–			–			(45.3	)
Malaysian ringgit		28.4		–		–		28.4		–			–			–			–
Norwegian krone		1,269.7		318.5		7.8		1,596.0		(406.4	)		(64.4	)		–			(470.8	)
Pound Sterling		113.5		17.3		0.8		131.6		(1.3	)		–			–			(1.3	)
U.S. dollar		182.1		–		–		182.1		(677.2	)		(136.3	)		(25.8	)		(839.3	)

The fair values of derivative financial instruments recorded in the Company’s Consolidated Balance Sheets were as follows:

	December 31,
	2013				2012
(dollars in millions)	Assets		Liabilities		Assets		Liabilities
Derivatives designated as hedges:
Foreign exchange contracts –
Current	$	28.3	$	10.4	$	20.4	$	5.7
Non-current		2.8		1.7		2.3		0.4
Total derivatives designated as hedges		31.1		12.1		22.7		6.1
Derivatives not designated as hedges:
Foreign exchange contracts –
Current		5.6		5.6		3.3		–
Non-current		–		–		–		–
Total derivatives not designated as hedges		5.6		5.6		3.3		–
Total derivatives	$	36.7	$	17.7	$	26.0	$	6.1

The amount of pre-tax gain (loss) from the ineffective portion of derivatives designated as hedging instruments and from derivatives not designated as hedging instruments was:

	Year Ended December 31,
(dollars in millions)	2013			2012		2011
Derivatives designated as hedging instruments:
Foreign currency contracts –
Cost of sales	$	1.3		$	0.4	$	(0.8	)
Derivatives not designated as hedging instruments:
Foreign currency contracts –
Cost of sales		7.3			1.9		(0.5	)
Other costs		(1.1	)		15.7		(9.3	)
Equity call options -
Other costs		–			–		(12.2	)
Interest rate swaps -
Interest, net		–			–		(0.2	)
Total pre-tax gain (loss)	$	7.5		$	18.0	$	(23.0	)

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Contingencies (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Site Homeowner Country
Contingencies [Abstract]
Accrued liability for claims of other litigation	$ 14.8
Number of countries where company has legal entities	50
Customs duties, penalties and interest by the government of Brazil	50.0
Number of sites designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act or similar state law where Company is identified as a potentially responsible party	2
Accrued environmental loss contingencies, noncurrent	3.2
Number of homeowners covered by class action lawsuit settlement on contaminated underground water from Houston manufacturing site (in number of homeowners)	190
Number of homeowners whose property is adjacent to the class area and may be affected by underground water contamination (in number of homeowners)	39
Accrued liability for claims for contaminated underground water from Houston manufacturing site	$ 7.1

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Plant and Equipment, Goodwill and Other Assets (Tables)

12 Months Ended

Dec. 31, 2013

Plant and Equipment, Goodwill and Intangibles [Abstract]

Plant and equipment

Plant and equipment consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Land and land improvements	$	132.2		$	100.0
Buildings		743.7			610.5
Machinery and equipment		1,661.6			1,387.5
Tooling, dies, patterns, etc.		208.5			205.3
Office furniture & equipment		210.4			177.1
Capitalized software		348.2			288.3
Assets under capital leases		106.7			102.5
Construction in progress		230.5			251.6
All other		28.3			33.1
		3,670.1			3,155.9
Accumulated depreciation		(1,633.2	)		(1,390.8	)
Total plant and equipment, net	$	2,036.9		$	1,765.1

Changes in goodwill

Changes in goodwill during 2013 were as follows:

(dollars in millions)	DPS				V&M		PCS		Total
Balance at December 31, 2012	$	744.4		$	318.8		$	860.7	$	1,923.9
Current year acquisitions		1,011.4			2.9			–		1,014.3
Translation and other		(10.6	)		(4.1	)		1.3		(13.4	)
Balance at December 31, 2013	$	1,745.2		$	317.6		$	862.0	$	2,924.8

Intangibles

 Intangibles consisted of the following:

	December 31,
(dollars in millions)	2013			2012
Customer relationships	$	519.2		$	136.3
Patents and technology		425.4			198.0
Trademarks		69.3			71.6
Noncompete agreements, engineering drawings and other		103.0			87.0
		1,116.9			492.9
Accumulated amortization		(213.2	)		(157.1	)
Total intangibles, net	$	903.7		$	335.8

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Leases

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Leases

Note 11: Leases 

The Company leases certain facilities, office space, vehicles, data processing and other equipment under capital and operating leases. Rental expenses for the years ended December 31, 2013, 2012 and 2011 were $111.1 million, $85.6 million and $74.7 million, respectively. Future minimum lease payments with respect to capital leases and operating leases with noncancelable terms in excess of one year were as follows:

	Capital			Operating
(dollars in millions)	Lease Payments			Lease Payments
Year ending December 31:
2014	$	16.8		$	105.9
2015		14.4			84.8
2016		10.8			80.8
2017		7.6			65.3
2018		4.3			51.7
Thereafter		64.6			390.7
Future minimum lease payments		118.5			779.2
Less: amount representing interest		(58.3	)		–
Lease obligations at December 31, 2013	$	60.2		$	779.2