Fourth Amendment to the Cameron International Corporation 2005 Equity Incentive Plan

Summary

This amendment, effective November 9, 2006, modifies the Cameron International Corporation 2005 Equity Incentive Plan by changing the method for determining share price in Section 2.11 from a weighted average daily trading price to the reported New York Stock Exchange closing price. The amendment is ratified and reaffirmed by the company, as approved by its Vice President, General Counsel, and Secretary.

EX-10.49 2 ex10-49.htm FOURTH AMENDMENT TO THE 2005 EQUITY INCENTIVE PLAN Fourth Amendment to the Cooper Cameron Corporation 2005 Equity Incentive Plan

Exhibit 10.49

CAMERON INTERNATIONAL CORPORATION

FOURTH AMENDMENT

TO THE

2005 EQUITY INCENTIVE PLAN

WHEREAS, CAMERON INTERNATIONAL CORPORATION (the “Company”) has heretofore adopted the 2005 EQUITY INCENTIVE PLAN (The “Plan”); and

WHEREAS, the Company desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan shall be amended as follows, effective November 9, 2006:

1. The words “reported New York Stock Exchange closing price of the Shares” shall be substituted for the words “per Share weighted average daily trading” in the second sentence of Section 2.11 of the Plan.

2. As amended hereby, the Plan is specifically ratified and reaffirmed.

APPROVED:

/s/ William C. Lemmer

______________________________

William C. Lemmer

Vice President, General Counsel

and Secretary

Date: November 9, 2006