PURPOSE

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Dresser-Rand Group Inc. (the “Company”) is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s executives.

COMMITTEE MEMBERSHIP

The Compensation Committee (the “Committee”) will be composed of at least three members of the Board, all of whom must be determined independent by the Board prior to their appointment to the Committee.  Independence is to be determined consistent with the rules of the NYSE and the SEC, as well as the provisions of Section 162(m) of the Internal Revenue Code relating to “outside directors,” as amended from time to time.

The members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee (the “Governance Committee”) and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation, retirement, removal from office or death.  The members of the Committee may be removed, with or without cause, by a majority vote of the Board.  The composition of the Committee will be reviewed annually by the Board.

MEETINGS

The chairman of the Committee will, consistent with the business matters at hand, coordinate and administer the ongoing agenda items and existing meeting schedules, confer with the Committee members and establish the frequency, timing and agenda items for each Committee meeting and establish the meeting schedule accordingly.  The Committee will establish an agenda each calendar year consistent with the foreseeable issues and additions to the annual agenda items and actions taken, as well as ongoing agenda items, will be reported periodically to the full Board. 

The chairman of the Committee or a majority of the Committee members may call meetings of the Committee.  A majority of the authorized number of Committee members will constitute a quorum for the transaction of Committee business, and the vote of a majority of the Committee members present at a meeting at which a quorum is present will be the act of the Committee, unless in either case a greater number is required by this charter, the Company’s Bylaws or NYSE listing standards.  The Committee will keep written minutes of its meetings and deliver copies of the minutes to the corporate secretary for inclusion in the corporate records.

The Committee may adopt such other rules and regulations for calling and holding its meetings and for the transaction of business at such meetings as may be necessary or desirable and not inconsistent with the provisions of the Bylaws of the Company or this Charter.  Nothing in this Charter shall be deemed to amend the provisions of the Bylaws with respect to this Committee or other committees of the Board absent a separate resolution of the Board expressly amending the Bylaws.

The Committee will independently schedule meetings with management and outside independent advisors to obtain necessary financial, legal and reporting, market and industry best practices and other resources to allow the Committee to best discharge its responsibilities.  The Committee will keep the Board apprised of its actions in these areas and the desired outcomes as part of its communications process to the Board. 

COMMITTEE AUTHORITY AND RESPONSIBILITIES

Periodic Review of Charter

The Committee will periodically monitor governance standards, rule changes, impact of new legislation and related practices and will memorialize any suggested changes, consistent with the Bylaws, for review and approval by the Board. 

Delegation of Authority

The Committee reserves the right to form and delegate specific responsibilities on a project or issue basis to a sub-committee or other authorized individual so long as at least one member of the Committee is assigned to the sub-committee or the appointment of the individual complies with applicable law.

Internal Assessment

The Committee will conduct an annual performance evaluation on itself each year and report the results to the Board. 

Retention of Independent Experts

The Committee shall retain the sole authority to select, retain and terminate any independent compensation consulting firm (including the sole authority to approve the firm’s fees and other retention items) to assist in the evaluation of CEO or executive officer compensation.  

Executive Compensation Matters

The Committee is charged with establishing and reviewing, periodically, the overall compensation philosophy of the Company and to carry out the specific oversight enumerated below plus any other such responsibilities as may be assigned by the Board from time to time, taking any actions reasonably related to the mandate of this Charter.

The enumerated responsibilities of the Committee are listed as follows:

1. Regarding the compensation of the Chief Executive, the Committee will recommend for approval by the independent directors of the full Board:
    

1. The goals and objectives relevant to CEO compensation including annual performance objectives;
    

2. The CEO’s compensation considering  the results of the performance evaluation conducted by the Nominating and Governance Committee;
    

2. Regarding the Company’s other executive officers including at a minimum those executive officers who are named in the summary compensation table in the Company’s annual proxy statement, the Committee will:
    

1. Review the goals and objectives relevant to their underlying compensation programs and the relative benchmarks and benchmarking process utilized to establish the awards;
    

2. Review and approve the CEO’s annual recommendations for compensation considering  the results of the performance evaluation conducted by the CEO;
    

3. Regarding the Committee’s other compensation and benefits plan governance responsibilities for the Company’s compensation related issues, the Committee will also:
    

1. Prepare and provide the Committee report on executive compensation in the Company’s annual proxy statement, and otherwise review and participate, as it deems appropriate, in the development and final review of the narratives and tables to be included in the Compensation Discussion and Analysis report in the Company’s annual proxy statement; 
    
2. Review, at least annually, the Company's compensation policies and practices of compensating its employees, including non-executive officers, as they relate to the Company's risk management practices and risk-taking initiatives and to determine whether such policies and practices create risks that are reasonably likely to have a material adverse effect on the Company and, if appropriate, prepare corresponding disclosure for inclusion in the Company's proxy statement or otherwise as may be required.
    
3. Review, at least annually, management’s recommendations for the Company’s annual incentive plan, its competitiveness and financial implications of funding and payouts, including the associated award criteria and as to its role and effectiveness as an element of compensation and consistency with the stated compensation philosophy of the Company.  Retain approval authority over aggregate annual incentive payments and individual incentive payments to executive officers;
    
4. Review and approve all executive perquisite programs;
    
5. Monitor the Company’s long-term incentive programs in terms of allocation and usage of shares, options, and other securities, annual issue rates, needs for additional shareholder approvals to fund the plans and the related issues to the plans, their compliance and effectiveness;
    
6. Review and approve all employment and compensation agreements and contracts for executive officers;
    
7. Review and approve change-in-control protection offered by the Company to its employees;
    
8. The Committee will provide recommendations to the Board on such programs that are subject to Board approval and will report regularly to the Board its findings and recommendations as well as any other related issues it deems appropriate.