Amendment To Bw/ip Retiree Health Care Plan

TO THE


BW/IP INTERNATIONAL, INC.


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. Amendment or Termination


The Plan is amended by substituting the following for the last provision thereof under the heading entitled "Amendment":


Subject to any obligation of the Employer under any applicable
collective bargaining then in effect, the Employer retains the right,
through the duly taken action of the Compensation and Benefits
Committee of its Board of Directors, or if the Board of Directors
shall determine by the duly taken action of the Board of Directors, at
any time to amend, change, modify or terminate this Plan and the terms
thereof; provided however, that no amendment of this Plan shall have
an adverse effect upon benefits that may not be reduced under the
Internal Revenue Code, ERISA or any other applicable provision of law.


2. Payment Under an Assignment of Rights


The Plan is amended by adding the following new Section to the end thereof:


"Payment Under an Assignment of Rights


Notwithstanding any other provision hereof, the Plan shall pay
benefits to an alternate recipient under and otherwise comply with a
Qualified Medical Child Support Order, as defined in Section 609(a)(2) ...