Amendment To Retiree Health Care Plan

RETIREE HEALTH CARE PLAN
(as restated as of July 1, 1993)


The BW/IP International, Inc. Retiree Health Care Plan (the "Plan"), which is maintained by BW/IP International, Inc. (the "Company"), is hereby amended in the following respects:


1. Employer
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The Plan is amended by modifying the definition of "Employer" thereunder as follows:


For purposes of this Plan, the term "Employer" shall mean BW/IP
International, Inc. (the "Company") and the divisions, subsidiaries
and affiliates of the Company which are par ...