PURPOSE

The Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Dresser-Rand Group Inc. (the “Company”) is appointed by the Board to (1) identify and consider individuals qualified to become members of the Board consistent with criteria approved by the Board, (2) recommend for consideration by the Board Director nominees for election at the next annual meeting of shareholders, (3) develop and recommend to the Board the Corporate Governance Guidelines of the Company and (4) address such other matters as covered herein or as otherwise delegated by the Board. 

COMMITTEE MEMBERSHIP

The Committee will be composed of at least three members of the Board. Each of the members of the Committee shall be determined by the Board to be independent in accordance with the rules of the NYSE. The Committee members will be appointed by the Board and may be removed by the Board in its discretion. The Committee shall have the authority to delegate any of its responsibilities to subcommittees, as the Committee may deem appropriate. The composition of the Committee will be reviewed annually by the Board of Directors.

MEETINGS

The Committee will meet as often as appropriate to fulfill its duties and responsibilities. Minutes of meetings will be approved by the Committee and maintained. The Committee may request any officer or employee of the Company, or the Company’s outside advisors, or any special counsel or advisors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

The Committee will report its activities to the Board on a regular basis and make such recommendations, as the Committee deems necessary or appropriate. The Committee will have the resources and authority appropriate to discharge its responsibilities, including authority to (i) retain and terminate search firms used to identify director candidates and to approve such search firms’ fees and other retention terms and (ii) retain and terminate legal and other advisors, as it deems necessary for the fulfillment of its responsibilities.

The Committee will review and assess the performance of the Committee and the adequacy of this charter annually and recommend changes to the Board of Directors when necessary. This charter will be published on the Company’s Website and available in written form upon request.

The Committee, to the extent it deems necessary or appropriate, will:

• Develop, recommend and review annually the Board of Directors’ Corporate Governance Guidelines to comply with state and federal laws and regulations and with the NYSE listing standards.



• Establish criteria for the selection of new directors to serve on the Board, including any policies regarding the consideration of director candidates recommended by stockholders;


• Identify, screen and recommend to the Board the nominees to be proposed by the Company for election as directors of the Company at the annual meeting of shareholders, or to fill vacancies on the Board based on an assessment of each nominee’s particular experience, qualifications, attributes or skills and potential to contribute to diversity and make recommendations for any change in the size of the Board;


• Assess the independence of the directors in accordance with the Listing Standards of the New York Stock Exchange for a recommendation to the Board, assess the financial literacy of each Audit Committee Member under the Listing Standards of the New York Stock Exchange for a recommendation to the Board, and review the experience of the Audit Committee members in light of the attributes of an “audit committee financial expert” as that term is defined in Item 407(d)(5) of the Securities and Exchange Commission Regulation S-K for a recommendation to the Board;


• Review the material facts of all Interested Transactions, as that term is defined in the Company’s Related Party Transaction Policies and Procedures, that require the Committee’s approval and either approve or disapprove of the entry into the Interested Transaction;


• Review and evaluate the leadership structure of the Board;


• Review the committee structure of the Board and recommend to the Board for its approval directors to serve as members of each committee. The Committee will review committee composition annually and recommend new committee members, as necessary;


• Oversee the annual evaluation of management, the Board, its members and committees of the Board;


• Establish criteria for and lead the annual performance self-evaluation of the Board and monitor that each Committee has conducted its annual performance self-evaluation;


• Establish director policies and guidelines for retirement (whether by term limits or age cap) and stock ownership;


• Oversee the director orientation process and director continuing education program and make recommendations to the Board as appropriate;


• Review whether continued Board or committee participation is appropriate in light of employment changes and/or service on additional boards of other companies; and


• Establish compensation and benefits of Directors serving on the Board and its Committees.

2/12/2010