UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities

Exchange Act of 1934 (Amendment No.    )

CAMERON INTERNATIONAL CORPORATION

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To the Stockholders of Cameron International Corporation:

You are cordially invited to attend the Annual Meeting of Stockholders of Cameron International Corporation to be held on Friday,Wednesday, May 11, 2012,8, 2013, at Cameron'sCameron’s corporate headquarters, 1333 West Loop South, Suite 1700, Houston, Texas, commencing at 10:00 a.m.

At this year'syear’s Annual Meeting, you will be asked to vote on a number of items more fully addressed in our Notice of Annual Meeting of Stockholders, including the election of directors, our 2012 executive pay practices,compensation, and amendments to and the Company's Amended and Restated Certificaterestatement of Incorporation.the Company’s Equity Incentive Plan.

We know that most of our stockholders will not be attending the Annual Meeting in person. As a result, Cameron'sCameron’s Board of Directors is soliciting proxies so that each stockholder has an opportunity to vote on all matters that are scheduled to come before the meeting.If you do not plan to attend, please vote your shares by Internet, by telephone, or, if you received our proxy material by mail, by returning the accompanying proxy card, as soon as possible so that your shares will be voted at the meeting. Instructions on how to vote can be found in our Proxy Statement.

Thank you for your continued support of and interest in Cameron.

		Very truly yours,
		Very truly yours,
		Jack B. Moore

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 8, 2013

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expiration date has been extended until May 8, 2022.

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vCAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   5

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CAMERON INTERNATIONAL CORPORATION

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PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 11, 2012 TO BE HELD MAY 8, 2013

This Proxy Statement, and the accompanying proxy/voting instruction card ("(“proxy card"card”), are being made available to stockholders of record of Cameron International Corporation ("(“the Company"Company”) by the Company'sCompany’s Board of Directors ("Board"(“Board”) in connection with its solicitation of proxies to be used at the Company's 2012Company’s 2013 Annual Meeting of Stockholders scheduled to be held on May 11, 2012,8, 2013, or any postponements and adjournments thereof ("(“Annual Meeting"Meeting” or "Meeting"“Meeting”). This Proxy Statement and any accompanying proxy card were first made available to stockholders beginning March 28, 2012.2013.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

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CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   8

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VOTING SECURITIES AND PRINCIPAL HOLDERS

Security Ownership of Certain Beneficial Owners

The following table lists the stockholders known by the Company to have been the beneficial owners of more than 5% of the Common Stock outstanding as of December 31, 2011,2012, and entitled to be voted at the Meeting:

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Security Ownership of Management

The following table sets forth, as of December 31, 2011,2012, unless otherwise noted, the number of shares of Common Stock beneficially owned (as defined by the SEC) by each current director and each executive officer named in the Summary Compensation Table included herein who is not also a director, and by all directors and executive officers as a group.

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PROPOSAL 1    ELECTION OF DIRECTORS — Proposal Number 1 on the Proxy Card

The Company'sCompany’s Certificate of Incorporation (the “Certificate”) provides for the annual election of directors. However, prior to 2012, the Certificate provided for a Board divided into three classes with members serving staggered three year terms. In May 2012, the stockholders of the Company approved an amendment to the Certificate declassifying the Board and providing for the annual election of all directors. Directors elected beginning in 2013 will be elected to one-year terms. Directors elected in May 2012 and earlier will fulfill their three-year terms pursuant to the terms of their reelection under the previous classified board structure. The Certificate also provides for a Board of Directors of between five and fifteen members divided into three classes.members. The current number of authorized directors is ten. eleven.

The term of each class of directors is three years, and thenominated for election for a one-year term of one class expires each year in rotation, so that approximately one-third of the Board is elected each year. The term of the Class II directors expires at this year'sAnnual Meeting at which the stockholders will elect new Class II directors. are: James T. Hackett, Michael E. Patrick, Jon Erik Reinhardsen, and Bruce W. Wilkinson.

The current Class II directors are C. Baker Cunningham, Sheldon R. Erikson, Douglas L. Foshee, and Rodolfo Landim.

Pursuant to the Company'sCompany’s Bylaws provide that directors are elected by a majority of the votes cast in the election, except in the case where there are more director nominees than open board seats. Should an incumbent director nominee be required, but fail, to receive a majority of the votes cast in the election, under the terms of our director resignation policy that director must submit his or her resignation to our Nominating and Governance Committee within five days of the election. The Committee will have 45 days from the election to accept or reject the resignation. In making its decision, the Committee may consider all factors it deems relevant, including the stated reason(s) why the stockholders voted against the director'sdirector’s election or re-election, whether the underlying reason for the failure to receive a majority vote is a Company matter that could be cured, the qualifications of the director, and whether the resignation would be in the best interests of the Company and its stockholders. The full Board will then have an additional 30 days to consider the Committee'sCommittee’s recommendation. The Board'sBoard’s decision and its reasons therefore will be disclosed on a Current Report on Form 8-K filed with the SEC within four business days of its decision.

The Board recommends that stockholders vote "FOR"“FOR” the election of each of the nominees.

CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   11

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SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES

Director Selection Process

The Nominating and Governance Committee is responsible for developing the Company'sCompany’s slate of candidates for director nominees for election by stockholders, which the Committee then recommends to the Board for its consideration. The Committee customarily engages the services of a third-party search firm to assist in the identification or evaluation of Board member candidates when searching for director nominees.candidates.

The Committee determines the required selection criteria and qualifications for director nominees based upon the needs of the Company at the time nominees are considered. The Committee determines these needs in relation to the composition of the Board evaluated as a whole. The Committee'sCommittee’s primary objective is to assemble a group that can effectively work together using its diversity of experience and perspectives to see that the Company is well managed and represents the interests of the Company and its stockholders.

The qualifications the Committee uses to judge and select director candidates, including diversity, are discussed in "Director“Director Selection Criteria,"” below. The Committee will consider the same criteria for nominees whether identified by the Committee, by stockholders or by some other source. When current Board members are considered for nomination for re-election, the Nominating and Governance Committee also takes into consideration their prior Board contributions, performance and meeting attendance records.

Stockholders wishing to identify a candidate for director may do so by sending the following information to the Nominating and Governance Committee, c/o Corporate Secretary, 1333 West Loop South, Suite 1700, Houston, Texas 77027: (1) the name of the candidate and a brief biographical sketch and resumé; (2) contact information for the candidate and a document evidencing the candidate'scandidate’s willingness to serve as a director, if elected; and (3) a signed statement as to the submitting stockholder'sstockholder’s current status as a stockholder and the number of shares currently held.

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The Nominating and Governance Committee assesses each candidate based upon the candidate'scandidate’s resumé and biographical information, willingness to serve, and other background information. This information is evaluated against the criteria set forth below and the specific needs of the Company at the time. Based upon this preliminary assessment, candidates may be invited to participate in a series of interviews. Following this process, the Nominating and Governance Committee determines which candidates to recommend to the Board for nomination for election by our stockholders at the next annual meeting. The Nominating and Governance Committee uses the same process for evaluating all candidates, regardless of how the candidates are brought to the attention of the Committee.

No candidates for director were submitted to the Nominating and Governance Committee by any stockholder in connection with the 20122013 Annual Meeting. Any stockholder desiring to present a director candidate for consideration by the Committee for our 20132014 Annual Meeting must do so prior to September 1, 2012,2013, in order to provide adequate time to duly consider the candidate and comply with our Bylaws.

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Director Selection Criteria

A candidate, at a minimum, must possess the ability to apply good business judgment and must be in a position to properly exercise his or her duties of loyalty and care. Candidates should be persons of high integrity who have exhibited proven leadership capabilities, experience with high levels of responsibilities within their chosen fields, and have the ability to quickly grasp complex principles of business, finance, and the complexities of a global industry subject to a myriad of laws and regulations. Candidates should have large public company experience and preferably experience in the energy or oilfield service industry, preferably including operational experience, and hold or have held an established executive level position in business, finance or education. In general, qualified candidates who are currently serving as executive officers of unrelated entities would be preferred. The Nominating and Governance Committee will consider these same criteria for nominees whether identified by the Committee, by stockholders or by some other source. When current Board members are considered for nomination for re-election, the Nominating and Governance Committee also takes into consideration their prior Board contributions, performance and meeting attendance records.

Cameron is a diverse, global enterprise that generates approximately half of its revenues from locations outside the U.S. We do business in 300 locations, in more than 50 countries, with a workforce more than half of which is outside the U.S., spread over six continents. We translate our Compliance materials into ten different languages. We believe diversity includes gender and race, but we also believe it includes geographical and cultural diversity. As a company that has expanded significantly outside the U.S., it is important to, and in the best interest of, the Company to think in global terms and define diversity accordingly. While we believe that the primary criteria should be whether candidates have the qualifications, experience, skills and talents required to oversee the operations of a corporation as large and as complex as Cameron, we also believe that diversity is an important ingredient in a successful board mix. The Charter of our Nominating and Governance Committee provides that when evaluating director candidates, consideration will be given to those otherwise qualified individuals who offer diversity of geographical and/or cultural background, race/ethnicity, and/or gender, and that any search firm retained to assist the Committee in identifying director candidates be instructed to seek out and include diverse candidates for consideration.

In 2009, the Board elected Jon Erik Reinhardsen, president and CEO of Petroleum Geo-Services ASA, as a director. Mr. Reinhardsen, a Norwegian who resides in Oslo, Norway, has extensive experience in the global oilfield service industry, particularly in his home country, which is an important oil and gas producing region.

In 2011, the Board elected Rodolfo Landim, controlling partner and managing director of Mare Investimentos S.A., as a director. He provides extensive experience in the oil and gas industry, particularly within the oilfield service sector. Mr. Landim is a Brazilian residing in Rio de Janeiro and has held leadership and executive positions in several Brazilian entities, including Petroleo Brasileiro S.A. which is, a wholly-owned subsidiary of Petrobras, for over 30 years.

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Qualifications of Director Nominees and Continuing Directors

The Nominating and Governance Committee and the Board of Directors have determined that each of our current directors meets the criteria that have been established. The followingOn pages 14-17 are the names of the nominees for director and the continuing directors, in order of when their classification,terms expire, including a description of each director'sdirector’s experience, qualifications and skills.

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Director Nominees

Term Ending 2014

CLASS II — TERM ENDING 2015

The Nominating and Governance Committee has recommended, and the Board has nominated, the following for reelection as Class II directors for a three-yearone-year term expiring at the Annual Meeting of Stockholders in 2015,2014, or when their successors are elected and qualified. If any of the director nomineesnominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the present Board to fill the vacancy, or (2) for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

The names of the nominees for director, their principal occupations during the past five years, other directorships held within the past five years, and certain other information are set out below.

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James T. Hackett C. BAKER CUNNINGHAM, Former Executive Chairman of the Board, CEO and President of Belden Inc. and Belden CDT Inc. Anadarko Petroleum Corporation Director Since: 1996 2012 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • International Operations • Engineering & Manufacturing BackgroundFormer CEO • Former CEOAdvanced Degree • Advanced DegreeCorporate Governance • Corporate GovernanceOther Director Experience Current Directorships: Rea Magnet Wire Company, Inc. Former Directorships Held During the Past 5 Years: None Committee Assignments: Compensation Nominating and Governance Mr. Cunningham, age 70, has demonstrated his leadership capabilities, senior-level experience and the ability to deal with the complexities of business and finance in a global context and brings to our Board an in-depth knowledge of operations, finance and corporate governance. In addition, he has an engineering and manufacturing background, two of the core competencies required of the Company. He has served in the roles of Chairman of the Board, CEO and President, first with Belden Inc., a wire, cable and fiber optic products manufacturing company, and then following a merger, as the President, CEO and director, of Belden CDT Inc., a manufacturer of high-speed electronic cables, focusing on products for the specialty electronic and data networking markets, including connectivity, with manufacturing operations in countries around the world. Mr. Cunningham also held a number of executive positions, including Executive Vice President, Operations, with Cooper Industries Inc., a diversified manufacturer, marketer and seller of electronic products, tools and hardware. Mr. Cunningham is a director of Rea Magnet Wire Company, Inc., a privately held corporation in Fort Wayne, Indiana, and serves in positions of leadership in charitable and non-profit organizations, including President and a director of the Central Institute for the Deaf, St. Louis, Missouri. He has a B.S. degree in Civil Engineering from Washington University, an M.S. degree in Civil Engineering from Georgia Institute of Technology, and an M.B.A. from the Harvard Graduate School of Business Administration. Table of Contents SHELDON R. ERIKSON, Former Chairman of the Board, Chief Executive Officer and President of Cameron Director Since: 1995 Skills and Qualifications: • Executive Leadership and Financial OversightAnadarko Petroleum • Energy/Oil Field Services ExperienceFluor Corporation • International OperationsBunge Ltd. • Engineering & Manufacturing Background • Former CEO • Advanced Degree • Corporate Governance Current Directorships: Endeavour International Corporation Rockwood Holdings, Inc. Former Directorships Held During the Past 5 Years: None Committee Assignment: None Mr. Erikson, age 70, was Chairman of the Board of Cameron from 1996 to May 2011. He was CEO and President of Cameron from the time of its creation in 1995 through the transition to our current President and CEO on April 1, 2008. Under Mr. Erikson's leadership, guidance and direction, Cameron grew from a company with annual revenues of $1.14 billion to one with $6.135 billion when Mr. Erikson retired in 2008. His knowledge of the Company and the industry and his continued involvement with the Company following the transition to our new CEO is of great value to the Board and the Company. Prior to assuming his leadership role with Cameron, Mr. Erikson had a long and distinguished career in the energy and manufacturing sectors. He was Chairman of the Board, President and CEO of The Western Company of North America, an international petroleum service company engaged in pressure pumping, well stimulating and cementing and offshore drilling. Previously, he was President of the Joy Petroleum Equipment Group of Joy Manufacturing Company. Mr. Erikson is a director of Endeavour International Corporation, an oil and gas exploration and production company, and Rockwood Holdings, Inc., a company in the specialty chemicals and advanced materials businesses, and has been a director of Triton Energy Company and Spinnaker Exploration Company, both oil and gas exploration companies, Layne Christensen Co., a provider of services and related products for the water, mineral and energy markets, and NCI Building Systems, a provider of products and services for the construction industry. He also serves on the boards of directors of the National Petroleum Council, American Petroleum Institute, National Ocean Industries Association and the Petroleum Equipment Suppliers Association, of which he is a past chairman. He also serves in positions of leadership in charitable and non-profit organizations, including The University of Texas MD Anderson Cancer Center and the Texas Heart Institute. He has an M.B.A. from the Harvard Graduate School of Business Administration and studied engineering and economics at the University of Illinois. Table of Contents DOUGLAS L. FOSHEE, Chairman, President & Chief Executive Officer of El Paso Corporation Director Since: 2008 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • Current CEO • Other Director Experience • International Operations • Corporate Governance • Advanced Degree Current Directorships: El Paso Corporation El Paso Pipeline GP Company, L.L.C. Former Directorships Held During the Past 5 Years: None• Halliburton Corp. Committee Assignment: • Audit James T. Hackett, age 59, is Executive Chairman of the Board of Anadarko Petroleum Corporation, one of the world’s largest independent oil and natural gas exploration and production companies. Mr. Foshee, age 52, isHackett was named Executive Chairman of Anadarko in May 2012 for a term of one year after serving as Chief Executive Officer since 2003 and Chairman of the ChairmanBoard since January 2006. He also served as Anadarko’s President from December 2003 to February 2010. He brings to the Board and CEO of El Paso Corporation andto Cameron considerable experience as a director of El Paso Pipeline GP Company, L.L.C., the general partner of El Paso's publicly traded master limited partnership, El Paso Pipeline Partners, L.P. He provides significant experienceChief Executive Officer in the oil and gas industry and a depth of financial and corporate governance knowledge. He has heldas well as large company leadership and executivefinancial expertise. His energy experience includes positions in the oilfield service sector, in which Cameron competes,engineering, finance and in finance.marketing with NGC Corp., Burlington Resources and Amoco Oil Co. Before joining Anadarko, Mr. FosheeHackett served as Executive Vice President and Chief Operating Officer of Devon Energy Corporation following its merger with Ocean Energy where he served as Chairman, President and Chief Executive Officer, itself a product of a merger in 1999 with Seagull Energy Corporation where he was Chairman, Chief Executive Officer and President. He joined Seagull from Duke Energy where he led its Energy Services Division as President. Prior to that, he was Executive Vice President of Pan Energy when the company merged with Duke Power to create Duke Energy. Mr. Hackett is a director of Fluor Corporation and Chief Financial OfficerBunge Ltd., both Fortune 500 companies. He is a former director of Halliburton Company. Prior to Halliburton, he was President, CEOCorp. and the former Chairman of Nuevo Energy Company, an exploration and production company, and CEO and Chief Operating Officer of Torch Energy Advisors Inc., a privately-held energy company. He held various positions in finance and new business ventures with ARCO International Oil and Gas Company and spent several years in energy banking. He served as a Trustee of AIG Credit Facility Trust, overseeing the U.S. government's equity interest in American International Group for the benefit of the U.S. Treasury, and is ChairmanBoard of the Federal Reserve Bank of Dallas, Houston Branch. Dallas. He is Chairman of the National Petroleum Council; past Chairman of American’s Natural Gas Alliance (ANGA) and is on the Council of Overseers of the Jesse H. Jones Graduate School of Management at Rice University, Rice University's board of trustees and KIPP Houston's board of trustees. He also serves in positions of leadership in charitable and non-profit organizations,several industry associations including the Texas Business Hall of Fame Foundation, Central Houston, Inc. and the Greater Houston Partnership. Mr. Foshee has an MBA from the Jesse H. Jones School at Rice University, a B.B.A. degree from Southwest Texas State University and is a graduate of the Southwestern Graduate School of Banking at Southern Methodist University. Table of Contents RODOLFO LANDIM, Controlling Partner and Managing Director of Mare Investimentos S.A. and Chief Executive Officer, YXC Oleo e Gas Director Since: 2011 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • International Operations • Engineering & Manufacturing Background • Current CEO • Other Director Experience Current Directorships: Mare Investimentos S.A. Former Directorships Held During the Past 5 Years: Smith International, Inc. Wellstream Holding PLC Committee Assignment: Audit Rodolfo Landim, age 54, is the Controlling Partner and Managing Director of Mare Investimentos S.A., a private equity and venture capital firm that seeks to invest in supply chain goods and services for the oil and gas sector in Brazil, and Chief Executive Officer of YXC Oleo e Gas, a Brazilian oil & gas company integrating business strategy and technical expertise to Brazil's exploration sector. He was elected to the Board in October 2011, and is the Board's second non-U.S. director. He provides extensive experience in the oil and gas industry, particularly within the oilfield service sector. He has held leadership and executive positions in several Brazilian entities for over 30 years. He has served as President; Chief Executive Officer of OSX Brasil, an oil service company; Chief Executive Officer of OGX Petróleo e Gás Participaçöes S.A., the second largest Brazilian oil and gas company; Executive President of MMX Mineração & Metálicos S.A., a company operating in the mining, metal and logistics sectors. He also has served in various leadership positions with Petroleo Brasileiro S.A., a wholly-owned subsidiary of Petrobras.American Petroleum Institute. He is a member of the Society of Petroleum Engineers and serves as Vice Chairman of the Baylor College of Medicine and on the boards of the Welch Foundation for Chemistry, the Business Roundtable and the Trilateral Commission. He is also a board member and former director of Smith International, Inc. and Wellstream Holding PLC in the United Kingdom and several public and private companies in Brazil.Adjunct Professor at Rice University. He has a B.S.Bachelor of Science degree in Civil Engineering from Universidade Federal Do Rio De Janeiro, Petroleum Engineering Coursework from the University of Alberta, Edmonton, Alberta, Canada,Illinois and completed the Program for Management Development (PMD) ata Master of Business Administration from Harvard Business School. University and has been a director of Cameron since 2012. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   14 Table ofBack to Contents Continuing Directors CLASS III — TERM ENDING 2013 Michael E. Patrick Former Vice President and Chief Investment Officer of Meadows Foundation, Inc. Director Since: 1996 Skills and Qualifications: • Financial Oversight • Energy/Oil Field Services Experience • Advanced Degree • Other Director Experience Current Directorships: • Apptricity Corporation Former Directorships Held During the Past 5 Years: • BJ Services Company Committee Assignments: • Audit, Chairman • Compensation Michael E. Patrick, age 68,69, brings to the Board and Cameron a depth of knowledge of the financial markets and matters of finance in general, as well as 20 years experience as a director of oil and gas service companies for 20 years.companies. Until his retirement in 2010, he served as the Vice President and Chief Investment Officer of Meadows Foundation, Inc., a philanthropic association. He is a director of Apptricity Corporation which provides enterprise applications and services used to automate financial management, advanced logistics, supply chain, and workforce management, andmanagement. He was a director of BJ Services Company, an oilfield services company acquired by Baker Hughes International in 2010. He was a director of2010, and The Western Company of North America, an oilfield service company acquired by and merged into BJ Services Company. He has a B.B.A.B.A. degree from Harvard University and an M.B.A. from the Harvard Graduate School of Business Administration and has been a director of Cameron since 1996. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   15 Table ofBack to Contents Jon Erik Reinhardsen President and Chief Executive Officer of Petroleum Geo-Services ASA Director Since: 2009 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • International Operations • Current CEO • Advanced Degree • Corporate Governance • Other Director Experience • Advanced Degree Current Directorships: • Höegh LNG Holdings Ltd. • Höegh Autoliners Holding AS • AWilhelmsen Management AS Former Directorships Held During the Past 5 Years: • None Committee Assignment:Assignment Audit• Nominating and Governance Jon Erik Reinhardsen, age 55, adds56, brings to the Board a unique geographical and cultural perspective and he provides executive-level knowledge of the oil and gas industry, the oilfield service sector, and experience with other global industries from an executive level.industries. He is President and CEOChief Executive Officer of Petroleum Geo-Services ASA (PGS), a company headquartered in Lysaker, Norway, that provides a broad range of products to help oil companies find oil and gas reserves offshore worldwide, including seismic and electromagnetic services, data acquisition, processing, reservoir analysis/interpretation and multi-client library data. He has been a Vice President of Alcoa Inc. and President of its Primary Products Global Growth, Energy and Bauxite businesses, and a Group Executive Vice President.businesses. He has also held various senior-level positions, including Group Executive Vice President, with Aker Kvaerner ASA, a provider of engineering and construction services, technology products and integrated solutions. Mr. Reinhardsen'sReinhardsen’s expertise with large-scale projects for offshore drilling while with PGS and Aker Kvaerner, similar in scope and complexity to those of PGS and Aker Kvaerner,Cameron’s, is extremely helpful in Cameron'sCameron’s evaluation and execution of its subsea systems projects. He serves on the boards of Höegh LNG Holdings Ltd., a provider of maritime LNG transportation and regasification services and publicly listed on the Oslo Stock Exchange, Höegh Autoliners Holding AS, a privately-owned Norwegian company and global provider of Ro/Ro vehicle transportation services which operates Pure Car and Truck Carriers (PCTCs) in global trade systems, and AWilhelmsen Management AS, a privately-owned investment company located in Oslo, Norway with holdings in shipping, retail, real estate, cruise vacations, and financial investments. He has a Masters of Science degree in Applied Mathematics/Geophysics from the University of Bergen, Norway and attended the International Executive Program at the International Institute for Management Development in Lausanne, Switzerland. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   16 Table ofBack to Contents Bruce W. Wilkinson Principal of ANCORA Partners, LLC; Former Chairman, President and Chief Executive Officer and President of McDermott International, Inc. Director Since: 2002 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • Former CEOInternational Operations • Former CEO • Advanced Degree • Corporate Governance • Other Director Experience • International Operations • Corporate Governance • Advanced Degree Current Directorships: • PNM Resources, Inc. Former Directorships Held During the Past 5 Years: • McDermott International, Inc. Committee Assignments: Compensation• Nominating and Governance • Compensation Bruce W. Wilkinson, age 67,68, currently is a principal of ANCORA Partners, LLC, a private equity group. He provides extensive experience to the Board as a result of having served as Chairman, CEOPresident and PresidentChief Executive Officer of McDermott International, Inc., a leading global engineering and construction company serving the energy and power industries. In addition to his knowledge of the oilfield service sector and governance matters affecting public corporations, Mr. Wilkinson'sWilkinson’s familiarity with the large-scale, complex projects undertaken by McDermott is valuable to Cameron'sCameron’s evaluation and execution of its subsea systems projects, which carry similar challenges of scope and complexity. He has served as Chairman and CEO of Chemical Logistics Corporation, a company formed to consolidate chemical distribution companies; President and CEO of Tyler Corporation, a diversified manufacturing and service company; Interim President and CEO of Proler International, Inc., a ferrous metals recycling company; and Chairman and CEO of CRSS, Inc. a global engineering and construction services company. He has also been a Principal of Pinnacle Equity Partners, L.L.C., a private equity group. He serves on the Board of Directors of PNM Resources, Inc., an energy holding company based in New Mexico. He also serves in positions of leadership in charitable and non-profit organizations, including the University of St. Thomas in Houston, Texas, and the Duchesne Academy of the Sacred Heart in Houston, where he serves as a Trustee of each. Mr. Wilkinson has B.A. and J.D. degrees from the University of Oklahoma and an LLM from the University of London. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   17 Back to Contents Table of ContentsContinuing Directors Term Ending 2014 CLASS I — TERM ENDING 2014 Peter J. Fluor Chairman of the Board and Chief Executive Officer of Texas Crude Energy, LLC Director Since: 2005 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • Current CEO • Other Director Experience • International Operations • Advanced Degree Current Directorships: • Anadarko Petroleum Corporation • Fluor Corporation • Texas Crude Energy, Inc. Former Directorships Held During the Past 5 Years: • Devon Energy Company Committee Assignments:Assignment: • Compensation Committee, Chairman Peter J. Fluor, age 64,65, is the Chairman of the Board and CEOChief Executive Officer of Texas Crude Energy, Inc., a private, independent oil and gas exploration company, where he has been employed since 1972 in positions of increasing responsibilities, including President and Chief Financial Officer. He offers the perspective of an experienced leader and executive in the energy industry. He is a director of Fluor Corporation, a provider of engineering, procurement, construction, maintenance and project management, for which he served as Interim Chairman from January 1998 through July 1998, and is currently its Lead Independent Director. He is also a director of Anadarko Petroleum Corporation and a former director of Devon Energy Company, both exploration and production companies. He is a member of the All-American Wildcatters Association, and an Emeritus member of the Council of Overseers of the Jesse H. Jones Graduate School of Management at Rice University. He also serves in positions of leadership in charitable and non-profit organizations. He has a B.S. degree in Business and an M.B.A. from the University of Southern California. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   18 Table ofBack to Contents Jack B. Moore Chairman, President and Chief Executive Officer of Cameron Director Since: 2007 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • Current CEO • Other Director Experience • International Operations • Corporate Governance Current Directorships: • KBR Corporation Former Directorships Held During the Past 5 Years: • None Committee Assignments:Assignment: • None Jack B. Moore, age 58,59, is our current Chairman, President and CEO. He has a wealth of experience with Cameron and in the oilfield service sector andin general. He has had positions of increasing responsibility throughout his career evidencing his leadership capabilities and his understanding of the business and financial complexities of a global manufacturing company. Prior to becoming our President and CEO, he was Cameron'sCameron’s Chief Operating Officer, the President of Cameron'sCameron’s Drilling and& Production Systems group after starting as Vice President and General Manager of Cameron'sthat group’s Western Hemisphere.Hemisphere operations. Before joining Cameron, he held various management positions, including Vice President, Eastern and Western Hemisphere Operations, of Baker Hughes Incorporated, where he was employed for 23 years. He currently serves on the Board of KBR Corporation, a technology-driven engineering, procurement and construction (EPC) company and defense services provider. He served on the board of Maverick Tube Corporation, a manufacturer of metal tubular goods for oil drilling, from 2005 until it was sold to Tenaris, S.A. in 2006. He serves on the Boardboard of the Petroleum Equipment Suppliers Association, where he served as Chairman of the Board, the National Ocean Industries Association, and the American Petroleum Institute. He also serves in positions of leadership in charitable and non-profit organizations, including Spindletop Charities, the Greater Houston PartnershipCanCare, Inc. and The University of Houston C.T. Bauer College of Business Dean'sDean’s Executive Board. Mr. Moore has a B.B.A. from the University of Houston and attended the Advanced Management Program at Harvard Graduate School of Business Administration. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   19 Table ofBack to Contents David Ross David Ross, Presiding Lead Director and Investor                                            Director Since: 1995 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • Former CEO • Other Director Experience • Academia/Education • Corporate Governance • Advanced Degree Current Directorships: • None Former Directorships Held During the Past 5 Years: • Compete-At.com • Process Technology Holdings Nuevo Energy Company Committee Assignments: • Nominating and Governance, Chairman • Audit David Ross, age 71,72, is our Presiding Director.Lead Director and a private investor. He offers broad executive experience in the oil and gas industry, finance and academia. He was Chairman and CEOChief Executive Officer of the Sterling Consulting Group, a firm which provides analytical research, planning and evaluation services to companies in the oil and gas industry; before that, he was a principal in the Sterling Group, a firm engaged in leveraged buyouts, primarily in the chemical industry, and in Camp, Ross, Santoski & Hanzlik, Inc., which provided planning and consulting services to the oil and gas industry; and was Treasurer of Enstar Corporation, an oil and gas company. He is an Emeritusemeritus member of the Council of Overseers of the Jesse H. Jones Graduate School of Management at Rice University and was an Adjunct Professor of Finance at Rice University for 25 years. He has been a director of Compete-At.com, a company which provides online event registration and membership software, Process Technology Holdings, a company that manufactures linear valve actuators, and a director of Nuevo Energy Company, an exploration and production company. He also serves in positions of leadership in charitable and non-profit organizations, including the Nantucket Conservation Foundation and the Nantucket Historical Association.Atheneum. Mr. Ross has a B.A. degree in Mathematics from Yale and an M.B.A. from the Harvard Graduate School of Business Administration. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   20 Back to Contents TableContinuing Directors Term Ending 2015 C. Baker Cunningham Former Chairman of the Board, President and Chief Executive Officer of Belden Inc. and Belden CDT Inc. Director Since: 1996 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • International Operations • Engineering & Manufacturing Background • Former CEO • Advanced Degree • Corporate Governance Current Directorships: • Rea Magnet Wire Company, Inc. Former Directorships Held During the Past 5 Years: • None Committee Assignments: • Compensation • Nominating and Governance Mr. Cunningham, age 71, has demonstrated his leadership capabilities, senior-level experience and the ability to deal with the complexities of business and finance in a global context and brings to our Board an in-depth knowledge of operations, finance and corporate governance. In addition, he has an engineering and manufacturing background, two of the core competencies required of the Company. He has served in the roles of Chairman of the Board, President and Chief Executive Officer and President, first with Belden Inc., a wire, cable and fiber optic products manufacturing company, and then following a merger, as the President, CEO and director, of Belden CDT Inc., a manufacturer of high-speed electronic cables, focusing on products for the specialty electronic and data networking markets, including connectivity, with manufacturing operations in countries around the world. Mr. Cunningham also held a number of executive positions, including Executive Vice President, Operations, with Cooper Industries Inc., a diversified manufacturer, marketer and seller of electronic products, tools and hardware. Mr. Cunningham is a director of Rea Magnet Wire Company, Inc., a privately held corporation in Fort Wayne, Indiana, and serves in positions of leadership in charitable and non-profit organizations, including President and a director of the Central Institute for the Deaf, St. Louis, Missouri. He has a B.S. degree in Civil Engineering from Washington University, an M.S. degree in Civil Engineering from Georgia Institute of Technology, and an M.B.A. from the Harvard Graduate School of Business Administration. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   21 Back to Contents Sheldon R. Erikson Former Chairman of the Board, President and Chief Executive Officer of Cameron Director Since: 1995 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • International Operations • Engineering & Manufacturing Background • Former CEO • Advanced Degree • Corporate Governance Current Directorships: • Endeavour International Corporation • Rockwood Holdings, Inc. Former Directorships Held During the Past 5 Years: • None Committee Assignment: • None Mr. Erikson, age 71, was Chairman of the Board of Cameron from 1996 to May 2011. He was President and Chief Executive Officer of Cameron from the time of its creation in 1995 through the transition to our current President and CEO on April 1, 2008. Under Mr. Erikson’s leadership, guidance and direction, Cameron grew from a company with annual revenues of $1.14 billion to one with $6.135 billion when Mr. Erikson retired in 2008. His knowledge of the Company and the industry and his continued involvement with the Company following the transition to our new CEO are of great value to the Board and the Company. Prior to assuming his leadership role with Cameron, Mr. Erikson had a long and distinguished career in the energy and manufacturing sectors. He was Chairman of the Board, President and Chief Executive Officer of The Western Company of North America, an international petroleum service company engaged in pressure pumping, well stimulating and cementing and offshore drilling. Previously, he was President of the Joy Petroleum Equipment Group of Joy Manufacturing Company. Mr. Erikson is a director of Endeavour International Corporation, an oil and gas exploration and production company, and Rockwood Holdings, Inc., a company in the specialty chemicals and advanced materials businesses; General Partner of Red Rock Interests, a private company; and has been a director of Triton Energy Company and Spinnaker Exploration Company, both oil and gas exploration companies, Layne Christensen Co., a provider of services and related products for the water, mineral and energy markets, and NCI Building Systems, a provider of products and services for the construction industry. He also serves on the boards of the National Petroleum Council, American Petroleum Institute, National Ocean Industries Association and the Petroleum Equipment Suppliers Association, of which he is a past chairman. He also serves in positions of leadership in charitable and non-profit organizations, including The University of Texas MD Anderson Cancer Center and the Texas Heart Institute. He has an M.B.A. from the Harvard Graduate School of Business Administration and studied engineering and economics at the University of Illinois. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   22 Back to Contents Douglas L. Foshee Former Chairman, President & Chief Executive Officer of El Paso Corporation Director Since: 2008 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • International Operations • Former CEO • Advanced Degree • Corporate Governance • Other Director Experience • International Operations Current Directorships: • None Former Directorships Held During the Past 5 Years: • El Paso Corporation • El Paso Pipeline GP Company, L.L.C. Committee Assignment: • Audit Mr. Foshee, age 54, currently is a principal of Sallyport Investments, LLC, a private investment firm. He was the Chairman and Chief Executive Officer of El Paso Corporation and a director of El Paso Pipeline GP Company, L.L.C., the general partner of El Paso’s publicly traded master limited partnership, El Paso Pipeline Partners, L.P. until May 2012 when El Paso was acquired by Kinder Morgan. Mr. Foshee provides significant experience in the oil and gas industry and a depth of financial and corporate governance knowledge. He has held leadership and executive positions in the oilfield service sector, in which Cameron competes, and in finance. Mr. Foshee served as Executive Vice President and Chief Operating Officer and Executive Vice President and Chief Financial Officer of Halliburton Company. Prior to Halliburton, he was President, CEO and Chairman of Nuevo Energy Company, an exploration and production company, and CEO and Chief Operating Officer of Torch Energy Advisors Inc., a privately-held energy company. He held various positions in finance and new business ventures with ARCO International Oil and Gas Company and spent several years in energy banking. He served as a Trustee of AIG Credit Facility Trust, overseeing the U.S. government’s equity interest in American International Group for the benefit of the U.S. Treasury, and is Chairman of the Federal Reserve Bank of Dallas, Houston Branch. He is on the Council of Overseers of the Jesse H. Jones Graduate School of Management at Rice University, Rice University’s board of trustees and KIPP Houston’s board of trustees. He also serves in positions of leadership in charitable and non-profit organizations, including the Texas Business Hall of Fame Foundation, Central Houston, Inc. and the Greater Houston Partnership. Mr. Foshee has an MBA from the Jesse H. Jones School at Rice University, a B.B.A. degree from Southwest Texas State University and is a graduate of the Southwestern Graduate School of Banking at Southern Methodist University. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   23 Back to Contents Rodolfo Landim Controlling Partner and Managing Director of Mare Investimentos S.A. and Partner and Chief Executive Officer, Ouro Preto Oleo e Gas Director Since: 2011 Skills and Qualifications: • Executive Leadership and Financial Oversight • Energy/Oil Field Services Experience • International Operations • Engineering & Manufacturing Background • Current CEO • Other Director Experience Current Directorships: • Mare Investimentos S.A. Former Directorships Held During the Past 5 Years: • Smith International, Inc. • Wellstream Holding PLC Committee Assignment: • Audit Rodolfo Landim, age 55, is the Controlling Partner and Managing Director of Mare Investimentos S.A., a private equity and venture capital firm that seeks to invest in supply chain goods and services for the oil and gas sector in Brazil, and Partner and Chief Executive Officer of Ouro Preto Oleo e Gas, a Brazilian oil & gas company integrating business strategy and technical expertise to Brazil’s exploration sector. He was elected to the Board in October 2011, and is the Board’s second non-U.S. director. He provides extensive experience in the oil and gas industry, particularly within the oilfield service sector. He has held leadership and executive positions in several Brazilian entities for over 30 years. He has served as President and Chief Executive Officer of OSX Brasil, an oil service company; Chief Executive Officer of OGX Petróleo e Gás Participaçöes S.A., the second largest Brazilian oil and gas company; Executive President of MMX Mineração & Metálicos S.A., a company operating in the mining, metal and logistics sectors. He also has served in various leadership positions with Petroleo Brasileiro S.A., a wholly-owned subsidiary of Petrobras. He is a former director of Smith International, Inc. and Wellstream Holding PLC in the United Kingdom and several public and private companies in Brazil. He has a B.S. degree in Civil Engineering from Universidade Federal Do Rio De Janeiro, Petroleum Engineering Coursework from the University of Alberta, Edmonton, Alberta, Canada, and completed the Program for Management Development (PMD) at Harvard Business School. Composite Business Experience of Directors The following table notes the breadth and variety of business experience that each of our directors brings to the Company. Name Executive Leadership Financial Oversight Responsibilities Energy/ Oil Field Services International Operations Current or Former CEO Advanced Degree Other Director Experience C. Baker Cunningham Name Executive Leadership Financial Oversight Responsibilities Energy/Oil Field Services International Operations Current or Former CEO Advanced Degree Other Director Experience Sheldon R. Erikson Peter J. Fluor Douglas L. Foshee James T. Hackett Rodolfo Landim    Jack B. Moore C. Baker Cunningham ü ü ü ü ü ü ü   Michael E. Patrick Sheldon R. Erikson ü ü ü ü ü ü ü   Peter J. Fluor ü ü ü ü ü ü ü Jon Erik Reinhardsen David Ross   Douglas L. Foshee ü ü ü ü ü ü ü Rodolfo Landim ü ü ü ü ü ü Jack B. Moore ü ü ü ü ü ü Michael E. Patrick ü ü ü ü ü Jon Erik Reinhardsen ü ü ü ü ü ü ü David Ross ü ü ü ü ü ü Bruce W. Wilkinson ü ü ü ü ü ü ü CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   24 Back to Contents CORPORATE GOVERNANCE Overview Corporate governance is typically defined as the system that allocates authority, duties and responsibilities among a company'scompany’s stockholders, board of directors and management. The stockholders elect the directors and vote on extraordinary matters; the board of directors acts as a company'scompany’s governing body and is responsible for oversight of a Company'scompany’s business and affairs and for hiring, overseeing, evaluating and compensating executive officers, particularly the chief executive officer ("CEO"(“CEO”); and management is responsible for managing a company'scompany’s day-to-day operations. The business and affairs of our Company are governed in accordance with the provisions of the Delaware General Corporation Law and the Company'sCompany’s Certificate of Incorporation and Bylaws. OurAdditionally, our Board has adopted written policies to further guide and regulate actions. Corporate Governance Principles TheseOur Corporate Governance Principles set out the essence of our rules and guidelines for self-governance and address such matters as the functions and duties of directors and the Board, the desired composition of our Board, its procedures as well as other matters such as stock ownership guidelines. Code of Ethics for Directors ThisOur Code of Ethics for Directors is designed to promote honest and ethical conduct and compliance with applicable laws, rules, regulations and standards. Our Board recognizes that no code of conduct and ethics can replace the thoughtful behavior of an ethical director, but such a code can focus attention on areas of ethical risk, provide guidance to help recognize and deal with ethical issues, and help to foster a culture of honesty and accountability. Our Board certifies their commitment to and compliance with the Code on an annual basis. Code of Conduct Our Code of Conduct applies to all of our employees and contractors and is designed to promote honest and ethical conduct and to articulate and provide guidance on our commitment to several key matters such as safety and health, protecting the environment, fair dealing, proper stewardship of our products, use of company resources, and accurate communication about our finances and products. It also addresses the many legal and ethical facets of integrity in business dealings with customers, suppliers, investors, the public, governments and the communities in which we live and where we do business. Our Code of Conduct has been translated into more than ten languages and is distributed to our employees world-wide, who certify their commitment to and compliance with the Code on an annual basis. Code of Ethics for Senior Financial Officers TableOur Code of Ethics for Senior Financial Officers is designed to promote honest and ethical conduct, proper disclosure of financial information, and compliance with applicable laws, rules and regulations by the Company’s officers and financial management. Our senior financial officers verify their commitment to and compliance with the Code on an annual basis. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   25 Back to Contents Board'sBoard’s Role in Risk Oversight Our Board has and exercises ultimate oversight responsibility with respect to enterprise risk and to the management of the strategic, operational, financial and legal risks facing the Company and its operations and financial condition. The Board is involved in setting the Company'sCompany’s business and financial strategies and establishing what constitutes the appropriate level of risk for the Company and its business segments. Various committees of the Board also have responsibility for risk management. The Board has delegated to its Audit Committee the responsibility to oversee financial and compliance risks includingand internal controls. It has delegated to its Nominating and Governance Committee the responsibility to oversee compliance risks and the effectiveness of the Company'sCompany’s compliance programs. The Compensation Committee is responsible for assessing the nature and degree of risk that may be created by our compensation policies and practices to ensure theboth their appropriateness of risk-taking and their consistency with the Company'sCompany’s business strategies. To conduct the assessment, the Committee, with the assistance of Frederick W. Cook & Co. Inc. (“FWC”), its independent compensation consultant, reviews the Company'sCompany’s compensation policies and practices and, in particular, each of our incentive plans, by plan, eligible participants, performance measurements, parties responsible for certifying performance achievement, and sums that could be earned. The Committee determined at its March 2012February 2013 meeting that the Company'sCompany’s compensation policies and practices do not encourage or create risk-taking that could be reasonably likely to have a material adverse impact on the Company. Policy on Related Person Transactions Our Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which the Company is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each(each, a "related person,"“related person”) has a direct or indirect material interest. If a related person proposes to enter into such a transaction, arrangement or relationship (a "related“related person transaction"transaction”), the related person must report the proposed related person transaction and the Board'sBoard’s Nominating and Governance Committee (for purposes of this Section, the “Committee”) will review, and if appropriate, approve the proposed related person transaction. Any related person transaction that is ongoing in nature will be reviewed annually. A related person transaction reviewed under the Policy will be considered approved or ratified if it is authorized by the Committee after full disclosure of the related person'sperson’s interest in the transaction. As appropriate for the circumstances, the Committee will review and consider: the approximate dollar value of the amount involved; the related person'sperson’s involvement in the negotiation of the terms and conditions, including the price of the transaction; the related person'sperson’s interest in the related person transaction; whether the transaction was undertaken in the ordinary course of our business; whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party; the purpose of, and the potential benefits to us of, the transaction; and any other information regarding the transaction or the related person in the context of the proposed transaction that the Committee determines to be relevant to its decision to either approve or disapprove the transaction. The Committee may approve or ratify the transaction only if the Committee determines that, under all of the circumstances, the transaction is not inconsistent with the Company'sCompany’s best interests. The Committee may impose any conditions on the related person transaction that it deems appropriate. In addition to the transactions that are excluded by the instructions to the SEC'sSEC’s related person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not Table of Contents related person transactions for purposes of this policy: • interests arising solely from the related person'sperson’s position as an executive officer of another entity that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of $1 million or 2% of the annual consolidated gross revenues of the other entity that is a party to the transaction, and (d) the amount involved in the transaction equals less than 2% of the Company'sCompany’s annual consolidated gross revenues; and • a transaction that is specifically contemplated by provisions of the Company'sCompany’s Certificate of Incorporation or Bylaws, such as a contract of indemnity. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   26 Back to Contents Related Person Transactions During 2012, Messrs. Erikson and Fluor made personal use of Company-leased aircraft and reimbursed the Company for its aggregate incremental operating costs. Mr. Erikson’s reimbursements for flights taken in 2012 were $487,625, and Mr. Fluor’s were $219,963. Both the use and reimbursement were consistent with the Company’s policy regarding use of Company-leased aircraft for personal travel by directors and senior vice presidents and above, and Messrs. Erikson’s and Fluor’s use was approved and ratified by the Nominating and Governance Committee in accordance with the requirements of our Policy on Related Person Transactions. Compensation Committee Interlocks and Insider Participation Our Compensation Committee is comprised entirely of independent directors. None of the members of the Committee during fiscal 20112012 or as of the date of this proxy statementProxy Statement is or has been an officer or employee of the Company and no executive officer of the Company has served on the compensation committee or board of any company that employed any member of the Company'sCompany’s Compensation Committee or Board. Stock Ownership Guidelines The Company has had stock ownership guidelines for its directors, and stock ownership requirements for its officers and other key executives, since 1996. The Board adopted these guidelines and requirements in order to align the economic interests of the directors, officers and other key executives of the Company with those of all stockholders and to further focus their attention on enhancing stockholder value. Under these guidelines, outside directors are expected to own shares of Common Stock within one year, and own shares of Common Stock with a value of at least $300,000 within three years, of their election to the Board. Officers and other key executives are required to own Common Stock having a value between two and six times their base salary, as is more fully described in "Executive“Executive Compensation — Compensation Discussion and Analysis — Stock Ownership Requirements"Requirements” on page 4548 of this Proxy Statement. Valuation for these purposes is calculated using current fair market value or cost, whichever is greater. Deferred stock units ("DSUs"(“DSUs”) owned by directors and restricted stock units ("RSUs"(“RSUs”) owned by officers and other key executives are included in the stock ownership calculation. All directors and officers are in compliance with the guidelines. Hedging Policy The Company has a written "Policy“Policy on Trades, Derivatives or Hedging Transactions, and Pledges by Directors, Officers and Key Employees"Employees” that, among other things, prohibits derivative or hedging transactions involving ourthe Company’s Common Stock, or the use of ourthe Common Stock as security, as collateral in a margin account, or as a pledge or other hypothecation. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   27 Back to Contents THE BOARD OF DIRECTORS AND ITS COMMITTEES Board Responsibilities The primary responsibility of the Board is to exercise governance over the affairs of the Company and to establish delegations of authority to the Company'sCompany’s management. It is also the Board'sBoard’s responsibility to provide oversight, counseling and direction to the Company'sCompany’s management from the perspective of the long-term interests of the Company and its stockholders. The Board'sBoard’s and its committees' committees’ responsibilities include: (a) reviewing and approving the Company'sCompany’s major financial objectives and strategic and operating plans and actions; (b) overseeing the conduct of the Company'sCompany’s business to evaluate whether it is being properly managed; (c) selecting and regularly evaluating the performance of the CEO; (d) planning for succession with respect to the position of CEO and monitoring management'smanagement’s succession planning for other senior executives; Table of Contents (e) approvingsetting the compensation of the Company'sCompany’s executive officers; (f) overseeing the processes for maintaining the Company'sCompany’s integrity with regard to its financial statements and other public disclosures; and (g) overseeing the Company'sCompany’s compliance with laws and ethics as well as the Company'sCompany’s compliance programs and policies. The Board has instructed the CEO, working with the Company'sCompany’s other executive officers, to manage the Company'sCompany’s business in a manner consistent with all applicable laws and regulations, the Company'sCompany’s standards and practices, and in accordance with any specific plans, instructions or directions of the Board. The CEO and management are responsible for seeking the advice and, in appropriate situations, the approval of the Board with respect to extraordinary actions to be undertaken by the Company. Our directors monitor the Company'sCompany’s business and affairs through Board and Board Committee meetings, background and informational materials, and presentations provided to them on a regular basis, and meetings with officers and employees of the Company. Board Committees Each of these Committees is composed entirely of independent directors. Membership of the Committees is as follows: Audit Compensation Nominating and Governance AUDIT COMPENSATION NOMINATING AND GOVERNANCE Michael E. Patrick, Chair Peter J. Fluor, Chair David Ross, Chair Douglas L. Foshee C. Baker Cunningham C. Baker Cunningham James T. Hackett Rodolfo Landim Michael E. Patrick Jon Erik Reinhardsen Rodolfo Landim Jon Erik Reinhardsen Bruce W. Wilkinson Bruce W. Wilkinson David Ross Our Board of Directors currently has, and appoints the members of, three permanent Committees of the Board: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. Each of these Committees operates pursuant to a written charter which can be found in the "Governance"“Governance” section of our website atwww.c-a-m.com.www.c-a-m.com. As stated earlier, documents and information on our website are not incorporated herein by reference. These documents are also available in print from the Corporate Secretary, 1333 West Loop South, Suite 1700, Houston, Texas, 77027. The Audit Committee reviews and approves the Company'sCompany’s financial statements and earnings releases, oversees the internal audit function and reviews the Company'sCompany’s internal accounting controls. The Audit Committee along with the Nominating and Governance Committee, oversees the Company'simplementation of the Company’s compliance policies and programs.programs and reviews compliance matters and concerns. The Audit Committee has the sole authority to appoint, review and discharge our independent registered public accountants. The Report of the Audit Committee appearsbegins on pages 27-29page 33 of this Proxy Statement. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   28 Back to Contents The Compensation Committee is responsible for developing our non-employee director compensation program. It is also responsible for the compensation plans and decisions for all executive officers. With respect to the CEO, the Committee is provided the performance review of the CEO conducted annually by the Nominating and Governance Committee and confers with all other independent directors in Executive Session before making its compensation decisions regarding the CEO. The Compensation Committee determines the compensation of the other executive officers. It also oversees the compensation program for non-executive officers and employees and supervises and administers the compensation and benefits policies and plans of the Company. The Compensation Committee is assisted in these matters by an independent compensation consultant, hired by and serving at the pleasure of the Committee. The Table of Contents Compensation Committee also oversees executive development and succession planning, though sharing the responsibility for succession planning for the CEO and the Chairman of the Board with the Nominating and Governance Committee. A description of the Committee'sCommittee’s role in determining executive compensation, including the CEO'sCEO’s compensation, and its use of an independent compensation consultant, is contained in "Executive“Executive Compensation — Compensation Discussion and Analysis,"” which appears on pages 31-5741-42 of this Proxy Statement. A description of the Committee'sCommittee’s role in determining non-employee director compensation is contained in "Director“Director Compensation,"” which appears on pages 25-26page 31 of this Proxy Statement. The Nominating and Governance Committee is responsible for developing, reviewing and monitoring compliance with the Company'sCompany’s policies and practices relating to corporate governance, including the Company'sCompany’s Corporate Governance Principles, and for monitoring compliance with corporate governance rules and regulations, including the Company'sCompany’s Policy on Related Person Transactions, and serves as the Company'sCompany’s nominating committee. The Nominating and Governance Committee annually reviews the performance of the CEO, and, along with the Compensation Committee, is responsible for succession planning for the CEO and the Chairman of the Board.CEO. The Nominating and Governance Committee is responsible for reviewing and recommending to the Board director nominees, for directors, recommending committee assignments and conducting an annual review of Board effectiveness. The process for reviewing and recommending director nominees for director is described in "Director“Director Selection Process"Process” on pages 6-7page 12 of this Proxy Statement. The Nominating and Governance Committee along with the Audit Committee, is responsible for overseeing the Company'sCompany’s compliance policies and program. Board Leadership Structure Chairman of the Board and Chief Executive Officer Positions. The Board believes it may be desirable and in the best interests of the Company to combine these positions or to separate them depending upon the circumstances. These positions were separated in 2008 to ensure an orderly transition when our Board appointed Mr. Moore, our then Chief Operating Officer, as CEO, and our former Chairman and CEO, Mr. Erikson, continued as Chairman of the Board. Effective May 3, 2011, these positions were once again combined when Mr. Erikson stepped down as Chairman and Mr. Moore becamewas elected our Chairman as well as our CEO. The Board believes combining these positions best servesthat the interests of the Company and its stockholders.stockholders are best served by having these positions combined at the present time. PresidingLead Director. The Board has elected a presidinglead director annually since 2003 to preside over the Executive Sessions of the independent directors and to serve as the focal point for communications between the Board as a whole and management. The Board is of the opinion that it is appropriate to have a Presiding Directorlead director whether the positions of Chairman and CEO are combined or separated. The Board elected Mr. David Ross as presiding directorLead Director for the Board to serve from May 20112012 to May 2012.2013. Mr. Ross is also Chairman of the Nominating and Governance Committee. Director Independence Our Board believes that a majority of our directors should be independent, as defined under the standards adopted by the NYSE. The Board makes an annual determination as to the independence of each of the directors. Under the NYSE standards, no director can qualify as independent if, among other things, the director or any immediate family member is a present or former employee of the Company or its independent registered public accountants, or has been a director or executive officer of a competitor of the Company. Additionally, no director can qualify as independent unless the Board affirmatively determines that the director has no material relationship with the Company that might interfere with the exercise of his or her independence from management and the Company. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   29 Back to Contents In evaluating each director'sdirector’s independence, the Board considers all relevant facts and circumstances in making a determination of independence. In particular, when assessing the materiality of a director'sdirector’s relationship with the Company, the Board considers the issue not merely from the standpoint of the Table of Contents director, but also from the standpoint of persons or organizations with which the director has an affiliation. In its determination of independence, the Board reviewed and considered all relationships and transactions between each director, his family members or any business, charity or other entity in which the director has an interest, and the Company, its affiliates, or any entity in which the Company'sCompany’s senior management has an interest. As a result of this review, and based on the NYSE standards of independence, the Board affirmatively determined that Messrs. Cunningham, Fluor, Foshee, Hackett, Landim, Patrick, Reinhardsen, Ross and Wilkinson are independent from the Company and its management. In addition, the Board affirmatively determined that each of the members of the Audit Committee, Messrs. Foshee, Hackett, Landim, Patrick, Reinhardsen and Ross, are independent under the additional standards for audit committee membership under SECSecurities and Exchange Commission (“SEC”) rules. Messrs. Erikson and Moore are not independent directors as Mr. Erikson was an employee of the Company until April 1, 2008, and Mr. Moore is currently an employee. In connection with its determination as to the independence of directors, the Board considered ordinary course transactions between the Company and other companies for which our directors serve as executive officers. In particular, the Board considered that Mr. FosheeHackett is Executive Chairman and Chief Executive Officer of El Pasothe Board of Anadarko Petroleum Corporation and that, during 2011, El Paso2012, Anadarko made payments for products purchased from the Company of approximately $30$22 million. These payments represent approximately .45%0.26% of the Company'sCompany’s consolidated gross revenues for 2011,2012, and approximately .62%0.17% of El Paso's. The Board also considered that El Paso may order additional product from the Company in the future.Anadarko’s. The Board has concluded that these transactions and relationships dorelationship did not adversely affect Mr. Foshee'sHackett’s ability or willingness to act in the best interests of the Company and its stockholders or otherwise compromise his independence nor are similar transactions in the future expected to adversely affect Mr. Foshee's independence.during 2012. The Board took note of the fact that these transactions were on standard terms and conditions and that neither company was afforded any special benefits. For these reasons, and the fact that Mr. FosheeHackett had no involvement in negotiating the terms of the purchases or interest in the transactions, these purchases were not submitted to our Nominating and Governance Committee for review under our Policy on Related Person Transactions described below.above. Meetings and Meeting Attendance The Board and its Committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. Board and Committee agendas include regularly scheduled Executive Sessions for the independent directors to meet without management present. The Board's PresidingBoard’s Lead Director leads the Executive Sessions of the Board, and the Committee Chairs lead those of the Committees. The Board has delegated various responsibilities and authority to the Board Committees as described in this section of the Proxy Statement. Committees regularly report on their activities and actions to the full Board. Board members have access to all of the Company'sCompany’s employees outside of Board meetings. Board members periodically visit Company sites and events worldwide and meet with local management of those sites and events. During 2011,2012, our Board of Directors held 16eleven meetings; the Audit Committee held 7nine meetings; the Compensation Committee held 4six meetings; and the Nominating and Governance Committee held 4five meetings. Attendance for all such meetings was 90.2%98%. Each director is expected to make a reasonable effort to attend all meetings of the Board, all meetings of the Committees of which such director is a member, and the Company'sCompany’s annual meeting of stockholders. All of the directors attended the Company's 2011Company’s 2012 annual meeting of stockholders, except Mr. Reinhardsen.stockholders. Communicating with the Board Any interested party desiring to communicate with our Board of Directors or any individual director may send a letter addressed to our Board of Directors as a whole or to individual directors, c/o Corporate Secretary, 1333 West Loop South, Suite 1700, Houston, Texas 77027. The Corporate Secretary has been instructed by the Board to screen the communications and promptly forward those to the full Board or to the individual director specifically addressed therein. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   30 Back to Contents Table of Contents Internet Access to Principles, Codes and Policies TheseOur Corporate Governance Principles, Codes and the CodesPolicies described above are available for review on our website atwww.c-a-m.com in the "Governance"“Governance” and "Compliance"“Compliance” sections. Documents and information on our website are not incorporated herein by reference. DIRECTOR COMPENSATION The compensation program for our non-employee directors has been developed by the Compensation Committee after consideration of the recommendations and competitive market data provided by Frederic W. Cook & Co., Inc., ("FWC"),FWC, an independent compensation consultant, whom the Compensation Committee has retained as its independent consultant. The program has been approved by the full Board. The following sets out the components of the compensation program for our non-employee directors. Employee directors receive no additional compensation for serving on our Board: Equity Grant Upon Initial Election* $250,000 Annual Board Retainer for Non-employee Chairman $200,000 Annual Board Retainer $50,000 Annual Equity Grant $250,000 Annual Committee Chair Retainer: (Audit Committee) $20,000 (Compensation Committee) $15,000 (Nominating and Governance Committee) $10,000 Board/Committee Meeting Fee $2,500 Telephonic Meeting Fee $1,000 * If a director's election occurs between annual meetings of stockholders, the value of the Equity Grant Upon Initial Election will be a pro-rata portion of the grant value equal to the remaining balance of the board year (e.g., months until next annual meeting of stockholders).   Equity Grant Upon Initial Election* $ 250,000   Annual Board Retainer $ 50,000 Annual Equity Grant $ 250,000 Lead Director Retainer $ 25,000 Annual Committee Chair Retainer: (Audit Committee) $ 20,000 (Compensation Committee) $ 15,000 (Nominating and Governance Committee) $ 10,000 Board/Committee Meeting Fee $ 2,500 Telephonic Meeting Fee $ 1,000   * If a director’s election occurs between annual meetings of stockholders, the value of the Equity Grant Upon Initial Election will be a pro-rata portion of the grant value equal to the remaining balance of the board year (e.g., months until next annual meeting of stockholders).   Equity grants,Grants, both the Initial and Annual, are made in the form of DSUs. One quarter of each year'syear’s Annual Equity Grant is earned and vests at the end of each quarter of service as a director during that year. Vested DSUs are payable in Common Stock at the earlier of three years from the grant date or the end of Board tenure, unless electively deferred by the director for a longer period. Directors may elect to receive their Board and Committee Chair retainers in cash or defer them under our Deferred Compensation Plan for Non-Employee Directors. Deferral can be made for such periods of time as selected by the director and can be made into Common Stock or cash, at the director'sdirector’s election. No above-market interest, as defined for purposes of the SEC'sSEC’s proxy reporting rules, is credited or paid on cash deferrals. Directors are eligible to use Company-leased aircraft for personal travel, provided they reimburse the Company for the incremental operating cost to the Company of any such use. Spouses of directors are invited to the Company'sCompany’s annual off-site Board meeting. Directors are reimbursed by the Company for the cost of their spouses'spouses’ travel to and from the meeting. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   31 Table ofBack to Contents Director Compensation Table The following table provides compensation information for 20112012 for each non-employee director:               Name   Fees Earned or Paid in Cash ($)   Stock Awards ($)(3)   Option Awards ($)(4)   Non-Equity Incentive Plan Compensation ($)   Change in Pension Value & Non-Qualified Deferred Compensation Earnings(5)   All Other Compensation ($)   Total ($)         C. Baker Cunningham     96,500   250,000   -0-   -0-   -0-   -0-   346,500         Sheldon R. Erikson   174,000(1)   250,000   -0-   -0-   -0-   -0-   424,000         Peter J. Fluor     93,000   250,000   -0-   -0-   -0-   -0-   343,000         Douglas L. Foshee     85,500   250,000   -0-   -0-   -0-   -0-   335,500         Rodolfo Landim     18,417   136,979   -0-   -0-   -0-   -0-   155,396         Michael E. Patrick   113,000(2)   250,000   -0-   -0-   -0-   -0-   363,000         Jon Erik Reinhardsen     84,500   250,000   -0-   -0-   -0-   -0-   334,500         David Ross   106,000   250,000   -0-   -0-   -0-   -0-   356,000         Bruce W. Wilkinson     95,500   250,000   -0-   -0-   -0-   -0-   345,500     (1) Included in this amount is $125,000 paid to Mr. Erikson as a retainer while he served as the Company's non-employee Chairman of the Board from January through May 2011. (2) In 2011, Mr. Fluor deferred $65,000, and Mr. Patrick deferred $70,000 under the Deferred Compensation Plan for Non-Employee Directors. (3) The amounts in the "Stock Awards" column represent the grant date fair market value of the shares underlying the DSUs, which was $48.70 per share. Each director held 2,566 unvested DSUs, except Mr. Landim who held 2,507 unvested DSUs, at year-end. Under the terms of the 2005 Equity Inventive Plan, Annual Equity Grants are made the day following the Annual Meeting of Shareholders. The 2011 Annual Equity Grants were made on May 4, 2011. (4) In 2005, the Company eliminated stock options for non-employee directors and replaced that element of the directors' compensation package with grants of DSUs payable in Common Stock. No grants of stock options have been made to directors since 2005. The aggregate number of shares underlying prior-year option awards outstanding at the end of 2011 was 472,666 for Mr. Erikson, which were awarded to him while still an officer and employee of the Company. There are no outstanding option awards for Messrs. Cunningham, Foshee, Fluor, Landim, Patrick, Reinhardsen, Ross and Wilkinson. (5) While our directors are entitled to elect to defer their retainers, they may defer them only into cash or Common Stock under the Deferred Compensation Plan for Non-Employee Directors. The cash is invested in funds substantially the same as those offered under our employees' qualified 401(k) plan. Name Fees Earned or Paid in Cash ($)   Stock Awards ($)(1) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value & Non-Qualified Deferred Compensation Earnings(2) All Other Compensation ($) Total ($) C. Baker Cunningham $ 91,500   250,000 -0- -0- -0- -0- $ 341,500 Sheldon R. Erikson $ 66,000   250,000 -0- -0- -0- -0- $ 316,000 Peter J. Fluor $ 95,500 (3) 250,000 -0- -0- -0- -0- $ 345,500 Douglas L. Foshee $ 81,500   250,000 -0- -0- -0- -0- $ 331,500 James T. Hackett $ 31,333   192,500 -0- -0- -0- -0- $ 223,833 Rodolfo Landim $ 81,000   250,000 -0- -0- -0- -0- $ 331,000 Michael E. Patrick $ 130,886   250,000 -0- -0- -0- -0- $ 380,886 Jon Erik Reinhardsen $ 87,500   250,000 -0- -0- -0- -0- $ 337,500 David Ross $ 110,750   250,000 -0- -0- -0- -0- $ 360,750 Bruce W. Wilkinson $ 91,500   250,000 -0- -0- -0- -0- $ 341,500 (1) The amounts in the “Stock Awards” column represent the grant date fair market value of the shares underlying the DSUs, which was $48.56 per share. Each director held 2,574 unvested DSUs, except Mr. Hackett who held 2,482 unvested DSUs, at year-end. Under the terms of the 2005 Equity Inventive Plan, Annual Equity Grants are made the day following the Annual Meeting of Stockholders. The 2012 Annual Equity Grants were made on May 12, 2012. (2) While our directors are entitled to elect to defer their retainers, they may defer them only into cash or Common Stock under the Deferred Compensation Plan for Non-Employee Directors. The cash is invested in funds substantially the same as those offered under our employees’ qualified 401(k) plan. (3) In 2012, Mr. Fluor deferred $65,000, of the $95,000 earned, under the Deferred Compensation Plan for Non-Employee Directors. Table of Contents PROPOSAL 2    RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2012 — Proposal Number 2 on the Proxy Card 2013 Ernst & Young LLP has served as the Company'sCompany’s independent registered public accountants since 1995. The Audit Committee has appointed Ernst & Young LLP as independent registered public accountants for the Company for 2012,2013, subject to the ratification of such appointment by the stockholders. A vote will be held on a proposal to ratify this appointment at the Meeting. While there is no legal requirement that this proposal be submitted to stockholders, the Board believes that the selection of independent registered public accountants to audit the financial statements of the Company is of sufficient importance to seek stockholder ratification. In the event a majority of the votes cast is not voted in favor of the ratification of the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment. It is expected that representatives of Ernst & Young LLP will be present at the Meeting and will be available to answer questions and discuss matters pertaining to the Report of Independent Registered Public Accounting Firm contained in the financial statements incorporated by reference in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2011.2012. These representatives will have the opportunity to make a statement if they desire. The fees billed by Ernst & Young LLP for services rendered for 20102011 and 20112012 are set out on page 2935 of this Proxy Statement. The Board recommends that stockholders vote "FOR"“FOR” the ratification of this appointment. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   32 Back to Contents AUDIT-RELATED MATTERS Report of the Audit Committee The Audit Committee of the Board is composed of five directors, independent and otherwise qualified, as required by the New York Stock Exchange (“NYSE”), and operates under a written charter approved by the Board and available for review on our website. Management is responsible for the adequacy of the Company'sCompany’s financial statements, internal controls and financial reporting processes. The independent registered public accountants are responsible for: (1) performing an independent audit of the Company'sCompany’s consolidated financial statements and expressing an opinion as to whether those financial statements fairly present the financial position, results of operations and cash flows of the Company in accordance with generally accepted accounting principles in the United States and (2) expressing their opinion as to the effectiveness of the Company'sCompany’s internal control over financial reporting. The Audit Committee is responsible for monitoring and overseeing these processes and otherwise assisting the directors in fulfilling their responsibilities relating to corporate accounting, and reporting practices as to theand reliability of the financial reports of the Company. The functions of the Audit Committee are focused primarily on four areas: (1) The quality and integrity of the Company'sCompany’s financial statements (2) The scope and adequacy of the Company'sCompany’s internal controls and financial reporting processes (3) The independence and performance of both the Company'sCompany’s internal auditors and of its independent registered public accountants (4) The Company'sCompany’s compliance with legal and regulatory requirements related to the filing and disclosure of the quarterly and annual financial statements of the Company Table of Contents The principal functions of the Audit Committee include: (1) Selecting the independent registered public accountants, and approving the scope, timing and fees of the annual audit as well as approving, in advance, any non-audit services to be provided by the independent registered public accountants (2) Reviewing the scope and adequacy of the internal audit function, plans and significant findings (3) Meeting with management and with the independent registered public accountants to review the scope, procedures and results of the audit, the appropriateness of accounting principles and disclosure practices, and the adequacy of the Company'sCompany’s financial and auditing personnel and resources, systems controls and security (4) Meeting with management and the internal auditors and independent registered public accountants to review the Company'sCompany’s internal controls, including computerized information (5) Reviewing the Company'sCompany’s financial statements and earnings releases prior to filing (6) Reviewing significant changes in accounting standards and legal and regulatory matters that may impact the financial statements (7) Overseeing the Company'sCompany’s compliance policies and programs, and meeting with management to review their adequacy and effectiveness (8) Conferring independently with the internal auditors and the independent registered public accountants in carrying out these functions To be in a position to accept the Company's 2011Company’s 2012 consolidated financial statements, the Audit Committee took a number of steps: • Approved the scope of the Company'sCompany’s internal and independent audits • Met with the internal auditors and independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of the Company'sCompany’s internal controls and the overall quality of the Company'sCompany’s financial reporting • Reviewed the audited financial statements with management, including a discussion of the quality, not just the acceptability, of the Company'sCompany’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements, and received management'smanagement’s representation that the Company'sCompany’s financial statements were prepared in accordance with U.S. generally accepted accounting principles • Discussed with our independent registered public accountants the matters required to be discussed by the Statement on Auditing Standards No. 114, including their judgments as to the quality, not just the acceptability, of the Company'sCompany’s accounting principles, estimates and financial statements and such other matters as are required to be discussed with the Committee under auditing standards generally accepted in the United States CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   33 Back to Contents • Discussed with our independent registered public accountants their independence from management and the Company, including the matters in the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board, and considered the compatibility of non-audit services with the auditors'auditors’ independence Table of Contents Based on the Audit Committee'sCommittee’s discussions with management, the director of internal audit and our independent registered public accountants, and the Committee'sCommittee’s review of the representations of management and reports of our independent registered public accountants to the Audit Committee, the Audit Committee approved the inclusion of the audited consolidated financial statements in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2011,2012, filed with the Securities and Exchange Commission.SEC. AUDIT COMMITTEE, Michael E. Patrick, Chairman Douglas L. Foshee James T. Hackett Rodolfo Landim David Ross AUDIT COMMITTEE, Michael E. Patrick, Chairman Douglas L. Foshee Rodolfo Landim Jon Erik Reinhardsen David Ross Audit Committee Financial Experts Our Board has determined that all fourfive of the members of our Audit Committee, Messrs. Foshee, Hackett, Landim, Patrick, Reinhardsen and Ross, are "audit“audit committee financial experts"experts” as that term is used in SEC regulations. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   34 Back to Contents Principal Accounting Firm Fees The following table sets forth the U.S. dollar equivalent fees billed or to be billed by the Company'sCompany’s principal accounting firm, Ernst & Young LLP, for services rendered for the years ended December 31, 20112012 and 2010.2011.                               Year Ended December 31             2011 ($)   2010 ($)         Audit Fees(1)     3,967,801     4,062,036                           Audit Related Fees:                         Benefit plan audits     43,280     32,610             Other     —     12,536                                 43,280     45,146                           Tax Fees:                         Tax compliance, consulting and advisory services     1,423,131     1,678,506                           All Other Fees:                         Other permitted advisory services     —     —                               Total     5,434,212     5,785,688                       (1) Included within Audit Fees are services for the Company's annual audit and internal control audit, quarterly reviews, filings of various registration statements and international statutory audits required by various government authorities.     Year Ended December 31   2012 ($)   2011 ($) Audit Fees(1) 4,427,443   3,967,801 Audit Related Fees:     Benefit plan audits 91,055   43,280 Other 153,735   — 244,790   43,280 Tax Fees: Tax compliance, consulting and advisory services 1,630,506   1,423,131 All Other Fees: Other permitted advisory services —   — TOTAL 6,302,739   5,434,212 (1) Included within Audit Fees are services for the Company’s annual audit and internal control audit, quarterly reviews, filings of various registration statements and international statutory audits required by various government authorities. The Audit Committee performs an annual review and approves the scope of services and proposed fees of the Company'sCompany’s principal accounting firm. Any projects not specifically included in this approval will be reviewed and approved in advance by the Chairman of the Audit Committee and will be reviewed by the full Audit Committee at the next regularly scheduled meeting. The Audit Committee also considered whether the provision of services, other than audit services, is compatible with maintaining the accounting firm'sfirm’s independence. Table of Contents Pre-approval Policies and Procedures An Audit Committee policy requires advance approval of all audits,audit and audit-related services as well as tax and other services performed by the independent registered public accountants. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accountant is engaged to perform it. The Audit Committee has delegated to the Chairman of the Audit Committee authority to approve permitted services, provided that the Chairman reports any such decisions to the Audit Committee at its next scheduled meeting. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   35 Back to Contents ADVISORY VOTE ON THE COMPANY’S 2012 EXECUTIVE COMPENSATION PROPOSAL 3    PROPOSAL TO APPROVE, 2011ON AN ADVISORY BASIS, THE COMPANY’S 2012 EXECUTIVE COMPENSATION — Proposal Number 3 on the Proxy Card The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 enables stockholders, on an advisory basis, to vote on whether they approve the compensation of our executive officers as described in this Proxy Statement. This vote is commonly referred to as a "Say-on-Pay"“Say-on-Pay” vote. This Act requires an advisory vote to be conducted at least every three years. Our stockholders expressed a preference for an annual advisory vote at last year'sour Annual Meeting.Meeting in 2011. In accordance with this preference, we are providing our stockholders the opportunity to cast an advisory vote on 2011's2012’s executive compensation. It is currently expected that stockholders will be given an opportunity to cast an advisory vote on this topic annually, with the next opportunity occurring in connection with the Company’s annual meeting in 2014. As described in detail under the heading "Executive“Executive Compensation — Compensation Discussion and Analysis"Analysis” (the "CD&A"“CD&A”), we seek below, our executive compensation programs are designed to align the interests of our named executive officers with the interests of stockholders. As a result, our executive compensation programs are designed to attract, motivate, reward and retain the named executive officers who are critical to the Company's success. Under these programs, our executive officers are rewarded for the achievement of specific annual, long-term corporate and strategic goals and the achievement of increased Stockholderincrease in stockholder value. Please read the "Compensation“Compensation Discussion and Analysis"Analysis” beginning on page 3137 for additional details about our executive compensation programs. The Compensation Committee continually reviews the compensation programs for the executive officers to include the named executive officers to ensure they achieve the desired goals of aligning the Company'sCompany’s executive compensation structure with stockholders'stockholders’ interests and current market practices. For example, as a result of its review process, in fiscal year 2011, the Committee changed the Company's executive compensation practices, making our performance grants dependent on achievement of a three-year ROIC goal, making payouts under our annual incentive bonus plan above target harder to achieve and by eliminating reimbursements of club dues for our more highly compensated executive officers, including our named executive officers. Please see the Summary to our CD&A on pages 31-33.37-38 for a description of decisions taken and changes made to our executive compensation program during 2012 as a result of these reviews. The Company provides aA significant part of our executive compensation in at-risk annualis performance-based, cash incentive opportunities, linking pay to the Company'sCompany’s financial results. Performance-based compensation made up more than 70% of our CEO’s 2012 total compensation and more than 60% of our other NEOs total compensation. In fiscal 2011,2012, the performance measures utilizedfor our annual incentive awards were: earnings per share, excluding special charges andcharges; cash flow from operations for corporate officers,officers; and business unit earnings before interest and taxes and business unit cash flow for officers responsible for operating units,units; safety improvements; and progress made in the implementation of the Company'sCompany’s Business Transformation Program. The Company also provides a significant part of executive compensation in long-term equity incentives in the form of stock options, which have value only to the extent of an increase in the value of our Common Stock, and in the form of Performance-basedPerformance-Based Restricted Stock Units (“PRSU”), which are not earned unless performance targets are met or exceeded and do not vest, absent the exceptions described on page 50,53, earlier than three years after the award is made. The performance measures for our 2012 PRSUs were return on invested capital (“ROIC”) and TSR We are seekingrequesting your approval on an advisory basis,of 2012 compensation of our NEOs' 2011 compensationNEOs as described in this Proxy Statement, including under "Executive“Executive Compensation — Compensation Discussion and Analysis," Table of Contents ” and in the compensation tables and the related narrative disclosure. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers. This Say-on-Pay vote is advisory, and therefore is not binding on the Company, ourthe Board of Directors or the Compensation Committee of the Board.Committee. The final decision on the compensation and benefits of our NEOs and on whether and how to address the results of the vote remains with ourthe Board and the Compensation Committee. However, the Board and the Compensation Committee value your opinion as a stockholder, and, to the extent there is any significant vote against the named executive officerNEO compensation, the Board and the Committee will consider the stockholders'stockholders’ concerns, and the Committee will evaluate whether any actions are necessary to address those concerns. The Board recommends a vote "FOR"“FOR” the approval of the Company's 2011Company’s 2012 executive compensation. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   36 Back to Contents EXECUTIVE COMPENSATION Compensation Committee Report We have reviewed and discussed with management the Compensation Discussion and Analysis included in the Company's 2012Company’s 2013 Proxy Statement, filed pursuant to Section 14(a) of the Securities Exchange Act of 1934. Based on these reviews and discussions, we recommended to the Board of Directors that this Compensation Discussion and Analysis be included in this Proxy Statement. COMPENSATION COMMITTEE, Compensation Committee,         Peter J. Fluor         C. Baker Cunningham         Michael E. Patrick         Bruce W. Wilkinson Peter J. Fluor, Chairman C. Baker Cunningham Michael E. Patrick Bruce W. Wilkinson Compensation Discussion and Analysis This section explains our executive compensation philosophy and practices and, in particular, those for our named executive officers or "NEOs."“NEOs.” Our NEOs are our Chief Executive Officer and Chief Financial Officer, as well as our three most highly compensated executive officers in 2011.2012. The following is a list of our NEOs by name and position for 2012: Name Position Jack B. Moore President and Chief Executive Officer Charles M. Sledge Senior Vice President and Chief Financial Officer John D. Carne Executive Vice President, and Chief Operating Officer* William C. Lemmer Senior Vice President and General Counsel James E. Wright Senior Vice President and President, Valves and Measurement * Mr. Carne resigned as Chief Operating Officer, effective January 31, 2013. He will become Chief Executive Officer of OneSubsea, the Company’s subsea joint venture with Schlumberger Limited, upon its creation following regulatory clearances. Summary We believe Our executive compensation philosophy is rooted in the belief that the most effective executive compensation program is one designed to encourage and reward achievement of specific annual, long-term and strategic goals. The design of our program reflects this belief and is intentionally weighted in favor of performance-based compensation. ItThis emphasis on performance is achieved by making a significant portion of our executive compensation variable compensation, so designed for the purposethat competitive median can be earned only by performance that meets established goals. The goal of aligningour executive compensation program is to align the interests of our executive officers with those of our stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of increasingbeing the increase in stockholder value. This emphasis on performance is achieved by targeting a significant portion of our executive compensation to be made up of variable compensation, so that competitive median or higher actual compensation can be earned only by performance that meets or exceeds established goals. The total direct compensation of our executives is a mix of base salary, annual incentive compensation, and long-term incentives. We believe we have an appropriate balance inbetween fixed and variable pay, cash and equity, corporate and business unit goals, and financial and non-financial goals. The benefits provided to our executive officers are the same as those broadly available to all our U.S. salaried employees, except for a nonqualified deferred contribution plan thatmade available to more highly compensated employees, including executives and NEOs. This plan restores benefits lost due to federal tax limitations using the same funding formula asused for other eligible employees. Perquisites include only financial planning services and the opportunity for senior vice presidents and higher ranked officers to use Company-leased aircraft for personal travel provided they reimburse the Company for incremental operating costs. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   37 Table ofBack to Contents We have avoided entitlements and problematic executive pay practices by having:KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM • no employment contracts, • no defined benefit supplemental pensions; and • no significant compensation in the form of perquisites. Meanwhile, we provide only market-competitive severance with "best-practice" design provisions such as a double-trigger change in control severance payments, and no tax gross-ups for executives hired since 2009. We also have policies to mitigate compensation-related risk such as: • stock ownership guidelines, • claw-backs, • insider trading and hedging prohibitions; and • oversight by an independent Compensation Committee. WE DO WE DO NOT Tie a Majority of Executive Compensation To Performance Have Employment Contracts Have Oversight By Independent Compensation Committee Provide a Supplemental Executive Retirement Plan (SERP) Receive Guidance From Independent Executive Compensation Consultant Provide Significant Perquisites Provide Tax Gross-Ups* Have Time-Based Vesting Requirements For Earned Performance-Based Restricted Stock Units Require Significant Stock Ownership Have Compensation Clawback Prohibit Stock Loans, Pledges & Hedging Transactions Have Double-Trigger Change In Control Severance Agreements Conduct Annual “Say-On-Pay” Votes * Other than to change-of-control benefits for executives hired or promoted to executive-level before 2009. In 2011,2012, our Compensation Committee made a number of decisions affecting 20122013 executive compensation: • A total shareholder return ("TSR") objective was added to a portion of our performance-based restricted stock unit ("PRSU") awards. Twenty-five percent (25%) of our PRSUs now have a TSR goal for Reduced the three-year performance period. Seventy-five percent (75%) continue to have a return on invested capital ("ROIC") goal based on the average three-year performance against yearly targets. • The portion of our long-term incentive grant value made up of PRSUs for 2012 was increased by 10%, from 30% to 40%, and that of stock options reduced by 10%, from 50% to 40%. The twenty percent (20%) balance of our long-term incentive grant value is made up of RSU awards. • The target value of long-term equity awards to median competitive market levels; • Increased the portion of 2013 Performance Restricted Stock Units (“PRSUs”) subject to a Total Shareholder Return (“TSR”) goal from the 2012 level of 25% to 50%, reducing those subject to a Return on Invested Capital (“ROIC”) goal from 75% to 50%; • Added 6 companies to the 9 companies which comprised our 2012 compensation peer group, placing Cameron close to the median of the peer group in general size, and making our peer group more broadly representative, while lowering the median peer compensation levels by 16% for our CEO and by 2% to 18% for each of our other NEOs, other than the COO whose was raised by 8%; and • Divided executive officers into two different compensation groups permitting differing treatment of vesting of long-term equity grants under our long-term incentive plan is now based on proxyupon termination and peer group grant data for equivalent positions, as well as shareholder value transfer (the aggregate grant value asupon a percent ofchange in control, limiting the Company's market-capitalization), the sole measure used in determining the size of our total equity award pool in prior years. • Ten percent (10%) of annual incentive opportunities is now based on achieving improvements in safety, as measured by our total reported incident rate ("TRIR"), which is a measure of the rate of recordable workplace injuries, normalized per 100 workers per year. The following is a list ofhigher tier to our NEOs by name and position:certain other executive officers. Name Position Jack B. Moore President and Chief Executive Officer Charles M. Sledge Senior Vice President and Chief Financial Officer John D. Carne Executive Vice President, Chief Operating Officer and President, Drilling & Production Systems William C. Lemmer Senior Vice President and General Counsel James E. Wright Senior Vice President and President, Valves and Measurement The remainder of the Compensation Discussion and Analysis is organized into five parts, as follows: Part I — Company Performance Part II Part I — — Company Performance. Executive Compensation Objectives and Design Part III — Roles and Responsibilities Part IIIV — — Executive Compensation Philosophy and Objectives.Decision-Making Process Part V Part III — — Roles Executive Compensation Elements and Responsibilities.Mix Part VI Part IV — — Executive Compensation Decision-making Process. Part V — Other Matters Affecting Our Executive Compensation.Compensation Table of Contents Part I —Company Performance.Performance As shown Cameron had an excellent year in the graphs below, we2012. We achieved record highs in our orders, and revenues, in 2011net income, and our earnings per share, excluding special charges, increased from $2.42and year-over-year increases in 2010 to $2.67 per diluted share in 2011. Our net income,our operating cash flow, year-end share price and year-end market capitalization declined year-over-year. In 2011, we achieved a significant accomplishment by reaching an agreement with BP regardingTSR. Please see theDeepwater Horizon litigation which removed a substantial portion performance graphs comparing 2012 to the five previous years in the Proxy Summary Information on page 3 of the litigation risks and uncertainties facing us and significantly reduced our financial exposure resulting from this event. We reflected an after-tax charge of $114.8 million, or $0.47 per share, in 2011 for costs related to this litigation and settlement.Proxy Statement. While ourOur TSR declined from year-end 2010 to year-end 2011 by 3.0%, we nonethelessnot only increased 15% year-over-year, but also outperformed the weighted average TSR of both our 2012 and 2013 compensation peer group. During the same period, the total compensation of our CEO, as reported in the Summary Compensation Table set out on page 47, declined 22% and that of our other NEOs declined from between 22.5% and 30.6%. The declines in total compensation were largely the result of: • a change in the mix of types of long-term incentives, • below target payouts of annual incentive compensation, and • in the case of certain of our NEOs other than the CEO, a lower value of the long-term incentives granted. The change in mix, which increased long-term grant value made up of PRSUs by 10% and decreased the portion allocated to stock options by 10%, had a timing effect on the year in which the corresponding value would be recognized as compensation which, in turn, makes year-over-year compensation comparison inexact. Our long-term incentive practice has been to make decisions on long-term incentive grants at the Table of Contents fall Compensation Committee meeting. Stock options and RSUs are granted in conjunction with this meeting, and the value of PRSU grants is determined at this meeting though the actual number is determined and they are granted as of January 1 of the following year, the first day of their performance period. The result is that the value of the stock options and RSUs is recognized as compensation for proxy purposes in one year and that of PRSUs in the next. This difference would generally balance out over time except when there is a change in the mix of long-term incentives from one year to the next. An increase in the percent of stock options making up the grant at the expense of the percent of PRSUs brings increased proxy compensation in the current year, whereas an increase in PRSUs at the expense of stock options pushes the increase into the following year. In the fall of 2009, the grant mix was 40% stock options and 40% PRSUs; in 2010 it was 50% stock options and 30% PRSUs; and in 2011 it returned to 40% for each. The impact, when comparing 2010 total compensation to that of 2011, results in an "overstatement" of 2010 and "understatement" of 2011 total compensation. The chart below shows what percent of the decline in 2011 Total 2011 total compensation versus that of 2010 was the result of the change in timing of recognition of compensation for proxy purposes as a result of the changes in mix. In addition to declines resulting from timing of recognition of compensation for proxy reporting purposes, there were actual declines. Annual incentive compensation was earned below 2011 target and below 2010 actual because lower than target performances were achieved against the annual incentive compensation goal of cash flow from operations and against individual objectives developed to implement the Company's Business Transformation Program. The cash flow goal was not achieved in part because management chose to invest in inventory to support the Company's growing businesses. Lower grant values played a role in the year-over-year decline in certain of our NEOs' total compensation. The following table sets out the percentage impact each of these items caused in the decline of the total compensation from 2010 to 2011 of the CEO and the other NEOs as a group.                                                           Resulting From     Name       Decline in Total Compensation 2010 to 2011       Timing Related to Changes in Long-Term Incentive Mix       Lower Annual Incentive Compensation       Lower Long-Term Incentive Grant Value         Jack B. Moore       21.6%       10.7%       6.6%          0%         Charles M. Sledge       25.0%         9.8%       6.9%       0.7%         John D. Carne       22.4%         8.3%       5.2%       6.2%         William C. Lemmer       30.8%         8.5%       5.5%       6.7%         James E. Wright       22.9%         9.0%          0%       9.6%     If the impact of the change in the mix of types of long-term incentives granted and its impact on the year of compensation recognition is not taken into account, the 2011 total compensation of our CEO declined 10.9% and that of our other NEOs from 13.9% to 22.3%.groups. The following table shows a comparison of our TSR with that of the weighted average TSR of our 2012 and 2013 compensation peer groupgroups and the S&P 500 for 2012 and the last five previous years, andalong with thata comparison of our CEO'sCEO’s total compensation from year-end 2008, the year during which he became our CEO. The second table shows the same comparison with our four other NEOs’ average compensation over the same period. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   38 Back to Contents COMPARISON OF CEO COMPENSATON VS. TSR COMPARISON OF NEOS’ (OTHER THAN CEO) AVERAGE COMPENSATION VS. TSR CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   39 Back to Contents Table of Contents Compensation Comparison of CEO Compensation vs. TSR Part II —Executive Compensation PhilosophyObjectives and Objectives.Design Purpose.The purpose of our executive compensation program is to provide us with a means to: • Attract, retain and motivate qualified executives to lead and manage the business and affairs of the Company, • Provide performance-based cash and stock incentives to encourage and reward achievement of the Company’s annual goals and long-term and strategic objectives, and • Provide a competitive total compensation package that recognizes and rewards the Company’s performance against its goals and objectives as well as the individual’s performance and contributions to the Company. Pay-For-Performance.Our executive compensation program is designed to align our compensation goals with the operating and performance goals and metrics chosen for the purpose of driving longer-term stockholder value creation. Its purpose is to provide us with a means to: • attract, retain and motivate qualified executives to lead and manage the business and affairs of the Company, • provide performance-based cash and stock incentives to encourage and reward achievement of the Company's annual goals and long-term and strategic objectives, and • provide a competitive total compensation package that recognizes and rewards not only the Company's performance against its goals and objectives but also the individual's performance and contributions to the Company. We believe thatcreation by making a significant portion of total direct compensation should be contingent upon performance, so thatperformance. Our NEOs’ targeted total direct compensation can be achievedearned only if performance targets established by the Compensation Committee are met. The annual incentiveelements of our executive compensation that pay only against performance are the: • Annual Incentive Plan. Our Management Incentive Compensation Plan (“MICP”) rewards performance against annual performance goals. • Performance Restricted Stock Unit Awards. PRSUs reward performance against 3-year ROIC and TSR goals. • Stock Options. Stock options reward share price appreciation over time. appreciation. We consider these elements of executive compensation to be "at“at risk,"” or performance-based compensation, because neither our annual incentives nor our performance-based equity awards can be earned unless pre-determined levels of performance are achieved against approved goals, and our stock options will provide value only to the extent that there is an increase in the value of our Common Stock during theirthe option term. Our annual incentives and PRSUs are designed to have significant swings in value, both above and below targeted levels, depending on the level of achievement against goals, in order to both encourage and reward performance. Table of Contents The following charts show the mixthat over 70% of the fixed and variable components of2012 total direct compensation actually earned by our CEO, and over 60% of the average of that actually earned by our other NEOs, for 2011:was performance-based compensation: CEO 2011 Total Direct Compensation OTHER NEOs 2011 Total Direct Compensation Targeted To Median. Our program targets the level of cash compensation (made up of base salaries and annual incentives) at the median and our long-term equity incentive grant value at the 75th percentilemedian of what the Compensation Committee and its independent compensation consultant consider to be "competitive“competitive market levels" based on an annual Report on Executive Compensation prepared by the Committee's independent executive compensation consultant. The Committee chose this higher targeting of long-term incentives because it results in the compensation opportunities offered by the Company being more linked to performance than that of our compensation peers and places a greater emphasis on longer-term performance.levels”. The Committee considers these "competitive“competitive market levels"levels” to be the appropriate guidepost for achieving our compensation objectives. A "competitive“competitive market level"level” is developed annually for each executive officer by the Committee’s independent compensation consultant and set out in its annual Report on Executive Compensation to the Compensation Committee. It is developed by comparing theireach executive officer’s compensation with that of officers in similar positions with our peer companies and with those in the manufacturing industry in general. Peer group data areis taken from SEC filings and industry data areis from Towers Watson and Aon Hewitt compensation surveys. In the case of our CEO, Chief Operating Officer and Chief Financial Officer, peer company data areis given a 75% weighting and surveyindustry data a 25% weighting; for our fourth highest NEO, peer company data and surveyindustry data are weighted 50% each; and for the fifth NEO, the weighting is 25% and 75%. The reason for the differentDifferent weightings isare employed to reflect the comparability of the position matches at each level, as the more a comparable position appears in peer SEC filings, the greater the weight given peer data. The industry data areis lower than peer group data, resulting in the Company's "competitiveCompany’s “competitive market levels"levels” being lower than if derived from peer data alone. The Report on Executive Compensation prepared by the Committee's independent executive compensation consultant for 2011 shows that the total direct compensation of Messrs. Moore and Carne were below the median "competitive market level," Mr. Sledge at the median and Messrs. Lemmer and Wright above the median. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   40 Back to Contents Peer Group.The peer group used by the Committee when making "competitive market-level"“competitive market-level” comparisons is composed of publicly traded oil services and equipment manufacturing companies selected because they are generally of similar size and complexity, and are those companies with whom we compete in the labor market to attract and retain qualified executives. They include, but are not limited to, the same companies which we use for performance comparisons in our Annual Report. Table of Contents In 2011, our compensationThe peer group used in 2011 for decisions affecting 2012 compensation was composed of the following nine companies, as selected and approved by the Compensation Committee taking into account the recommendations made by the Committee'sCommittee’s independent compensation consultant: Baker Hughes Incorporated National Oilwell Varco, Inc. FMC Technologies, Inc. Schlumberger Limited Halliburton Company Transocean Ltd. McDermott International, Inc. Weatherford International Ltd. Nabors Industries, Inc. TheIn 2012, the Committee added six companies in thisto our Compensation peer group have beenfor the same since 2009, except for BJ Services Company and Smith International, Inc., both of which were acquired by otherreasons stated in the Summary to this Section. This expanded peer group was used for decisions affecting 2013 compensation. This expanded peer group, with the companies during 2010.added indicated in bold type, is set out below. Baker Hughes Incorporated Nabors Industries, Inc. Diamond Offshore Drilling National Oilwell Varco, Inc. Dover Corporation Noble Corporation Ensco plc Parker-Hannifin Corporation Flowserve Corporation Schlumberger Limited FMC Technologies, Inc. Transocean Ltd. Halliburton Company Weatherford International Ltd. McDermott International, Inc. SevenNine of the ninefifteen companies in our compensation peer group are included, along with us, in the Philadelphia Oil Service Sector Index (OSX), a. The 2011 peer group of 15 companies. The two companies not included in addition to the seven OSX companies in our peer group are FMC Technologies Inc. and McDermott International, Inc. Theand, in the 2012 expanded peer group, are Dover Corporation, Ensco plc, Flowserve Corporation and Parker-Hannifin Corporation. These companies were included because they are manufacturing companies serving the same or similar markets as Cameron. Two OSX companies not included in our peer group are Diamond Offshore Drilling, Inc., Global Industries, Ltd.,groups, Lufkin Industries, Inc., Noble Corporation, and Oceaneering, International Inc., Rowan Companies, Inc. and Tidewater, Inc. Two of these companies were not included because they are in sufficiently different businesses from us that the Committee does not consider them peers, and the three others, Noble Corporation, Rowan Companies, Inc. and Tidewater, Inc., were not included because even though they share some business characteristics with the Company because they are drilling companies and the Committee concluded that including them would cause drilling companies to be overweightedover weighted in the overall group.group at the expense of manufacturing companies. The Committee believes thatviews the exclusion of the foregoing companies results in aformer and current peer group that is appropriate for the purpose of benchmarking executive compensation. For purposes of benchmarking executive compensation due to the close similarity of the companies which remain. However, for purposes of benchmarking Cameron'sCameron’s company performance, however, other peer groups may behave been deemed more appropriate. For example, the peer group established for purposes of benchmarking Cameron'sCameron’s TSR is the OSX index itself. The TSR goal and the use of the OSX as the comparison for the relative TSR performance of the Company is discussed in "Long-term“Long-term Incentives — Performance Awards"Awards” on pages 43-4446-48 of this Proxy Statement. Part III —Roles and Responsibilities.Responsibilities Role of the Compensation Committee.The Compensation Committee makes all compensation decisions regarding executive officers of the Company, including our NEOs, except in the case of our CEO. The Committee confers with all the other independent directors in Executive Session of the Board before making its decisions regarding the compensation of our CEO. The following are the principal functions of the Committee with respect to executive compensation: • Establishes our compensation policies and reviewreviews them to determine (i) whether they (i) adequately support our business goals and objectives andor (ii) whether they encourage inappropriate behavior from thea risk perspective of risks that could have a material adverse effect on the Company • Approves the peer group selection criteria that determineand selects the companies included in our peer group • Sets the CEO'sCEO’s compensation, giving consideration to the performance evaluation of the CEO conducted by the Nominating and Governance Committee, competitive data and the recommendation of the Committee'sCommittee’s independent compensation consultant • Sets the other executive officers'officers’ compensation, giving consideration to performance evaluations provided by the CEO, competitive data and the recommendation of the Committee'sCommittee’s independent compensation consultant Table of Contents• • Oversees administration of our annual incentive plan and (i) establishes eligible classes of participants, (ii) sets performance goals, (iii) approves minimum, target and maximum awards and (iv) certifies attainment of goals and approving any payouts CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   41 Back to Contents • Oversees administration of our long-term incentive plan, including (i) determinesdetermining the total number of shares available for grant, (ii) establishesestablishing the award guidelines to be used when determining the amount and mix of individual awards, (iii) makesmaking grants to executive officers and key employees and (iv) authorizesauthorizing the number of shares available for grant to other employees • Exercises oversight responsibility for our severance policies and any individual employment and severance arrangements • Reviews and enforces compliance with our stock ownership guidelines • Reviews and approves our executive benefits and perquisites Role of Independent Compensation Consultant.The Compensation Committee is assisted in its efforts by Frederick W. Cook & Co., Inc. ("FWC"), thean independent compensation consultant retained by the Committee on an annual basis. FWC is currently serving in that role. The independent compensation consultant reports to and acts at the direction of the Compensation Committee. FWC provides no services for management or the Compensation Committee that are unrelated to duties and responsibilities of the Committee. FWC conductsprepared the 2012 Report on Executive Compensation, an annual review of our executiveexecutives compensation program, prepares the Report on Executive Compensation discussed above for presentation to the Compensation Committee. The Report focuses on the program'sCompany’s executive compensation program’s effectiveness in supporting our business strategy, and its reasonableness and competitiveness as compared to the compensation practices of our peer group and other manufacturing companies. It covers each element of total compensation of executive officers, as comparedand compares them to data gathered from proxy statements and SEC filings fromof our peer group companies and from a compensation survey of the manufacturing industry conducted by Towers Watson and Aon Hewitt Associates, andAssociates. It calculates competitive market levels of compensation for each executive officer. It analyzes the cost and potential dilution to our stockholders of equity incentives and compares them to those of our peer group, and reports on the carried interest equity ownership of each of the executive officers, including both shares owned directly and owned indirectly through outstanding equity grants. Independence of Compensation Consultant.The Compensation Committee has the sole authority to retain or terminate its compensation consultant. The compensation consultant’s role with the Company is limited to executive compensation matters and no such services are performed unless at the direction of and/or with the approval of the Committee. In connection with its engagement of FWC, the Committee considered various factors bearing on FWC’s independence, including the amount of fees paid by the Company to FWC in 2012 and the percentage of FWC’s total revenues they represented; FWC’s policies and procedures for preventing conflicts of interest and compliance therewith; any personal and business relationship of any FWC personnel with any of our Committee members or executive officers; and FWC’s policies prohibiting stock ownership by FWC personnel engaged in any Company matter and the compliance therewith. After reviewing these factors, the Committee determined that FWC is independent and that its engagement did not present any conflict of interest. Role of CEO in the Compensation Decision Process.Our CEO periodically reviews the performance of other executive officers, including the other NEOs, with the Committee for the Committee'sCommittee’s use when making decisions regarding compensation and other matters, including succession planning. He submits proposals for theon performance objectives for annual incentive compensation and for long-term incentive grant values. He offers recommendations to the Committee on executive compensation program design and on compensation components for individual executive officers. Our CEO also regularly attends Compensation Committee meetings and provides his perspectives, judgment and recommendations on matters being considered by the Committee. Part IV —Executive Compensation Decision-making Process.Decision-Making Process Advisory Vote On Executive Compensation.When considering the executive compensation program and executive compensation decisions, the Committee takes into account the most recent stockholder advisory vote on executive compensation and the comments and policies of stockholders and proxy advisory firms expressed in conjunction with the vote or otherwise. The 20112012 advisory vote passed with 96%97% of the votes cast. Additionally,In 2011, our stockholders expressed a preference for an annual advisory vote on executive compensation and the Committee and the Board have approved and included an advisory vote for this year'syear’s Annual Meeting. Table of Contents Tally Sheets.In addition to a review of the Report on Executive Compensation, each year the Compensation Committee reviews a "tally sheet"“tally sheet” that itemizes the total compensation of each of our executives,executive officers, including the NEOs, for the past two years and the estimated minimum, target and maximum total compensation that could be earned by each executive during the current year depending on whether, and to what extent, performance-based compensation is earned. The Committee considers the appropriateness and the amounts of each element, the mix of the elements and the overall amount of total compensation when making its decisions on both the compensation program as a whole and the compensation to be paid each executive for the coming year. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   42 Back to Contents Risk Considerations.Our compensation philosophy is to emphasize pay-for-performance and to place a significant amount of total compensation at risk for the reasons discussed above. When considering the executive compensation program and executive compensation decisions, the Committee selects operational and strategic goals that will drive performance over time in order not to focus too heavily on short-term goals. Additionally, the Committee has adopted stock ownership requirements and a clawback policy and has placed time-vesting requirements on earned PRSUs. Additionally, as explained in Board’s Role in Risk Oversight on page 26 of this Proxy Statement, the independent compensation consultant and the Committee perform an annual assessment of our compensation policies and practices, to include all incentive programs, to determine whether the risks arising from these policies and practices could be considered reasonably likely to have a material adverse effect on the Company. Based on their review, the independent compensation consultant and the Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have such an effect. Other Considerations.When making compensation decisions with respect to executive officers, including our NEOs, in addition to the items discussed above, the Committee also considers: • level of responsibilities and impact on Company results of each executive • skill and experience needed to fulfill his or her responsibilities • effectiveness in discharging his or her responsibilities • level of his or her achievement of goals and objectives • performance of the Company in relation to its peer group • compensation levels and practices of companies with whom we compete for talent • total compensation of each executive position as compared with the 25th, 50th and 75th percentile compensation for a like position within our peer group and, in order to gain a broader perspective of the range of competitive reasonableness, within the larger category of the manufacturing industry in general • analyses prepared by and recommendations of the Committee'sCommittee’s independent compensation consultant regarding the appropriate amount and mix of compensation for each executive • recommendations of our CEO (except for his own position) • internal equity based on the impact of relative duties, responsibilities, position and performance within the Company Part V — Executive Compensation Elements and Mix Base Salary.Each of our executives receives a base salary for services rendered during the year. Base salaries are paid to provide executive officers with a market-competitive guaranteed minimum level of annual earnings. Base salary ranges are determined for each executive position based on job responsibilities, required experience, general market competitiveness and internal comparisons. Base salaries, along with all other elements of compensation, are reviewed annually by the Committee, giving consideration to: • • total compensation as itemized in the "tally sheets" “tally sheets” • any changes in levels of responsibility • the performance of the executive and his or her contributions to the overall performance of the Company • the annual competitive review of executive compensation prepared by the Committee'sCommittee’s independent compensation consultant • an internal review of the executive'sexecutive’s compensation relative to base salaries of other executive officers The Compensation Committee reviews base salaries at its Fall meeting, with any change approved at this meeting taking effect the following April. Based on its evaluation of these factors the Committee, at its October 2010November 2011 meeting, made the Committee raised the 2011following adjustments to base salaries, effective April 1, 2011, for Mr. Moore to $1,065,500, Mr. Sledge to $541,500, Mr. Carne to $656,500, Mr. Lemmer to $494,800, and Mr. Wright to $421,500. 2012. Name 2012 Base Salaries 2011 ($) 2012 ($) % Change Jack B. Moore 1,065,500 1,125,000 5.6 Charles M. Sledge 541,500 580,000 7.1 John D. Carne 656,500 700,000 6.6 William C. Lemmer 494,800 520,000 5.1 James E. Wright 421,500 435,000 3.2 As a result of the Committee'sCommittee’s evaluation of the factors discussed above, the Committee at its November 2011October 2012 meeting, made the Committee raised the 2012following adjustments to 2013 base salaries, Table of Contents effective April 1, 2012, for Mr. Moore2013, as follows: Name 2013 Base Salaries 2012($) 2013($) % Change Jack B. Moore 1,125,000 1,125,000 0.0 Charles M. Sledge 580,000 630,000 8.6 John D. Carne 700,000 730,000 4.3 William C. Lemmer 520,000 540,000 3.8 James E. Wright 435,000 453,000 4.1 CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   43 Back to $1,125,000, Mr. Sledge to $580,000, Mr. Carne to $700,000, Mr. Lemmer to $520,000, and Mr. Wright to $435,000.Contents Annual Incentive Compensation.Our stockholder-approved Management Incentive Compensation Plan ("MICP"(“MICP”) provides each of our executive officers and other key management employees an opportunity to earn incentive compensation based on actual performance against pre-established objectives. These objectives are set by the Compensation Committee and are based on the Company'sCompany’s Board-approved operating plan and budget. Annual incentive compensation is paidoffered to reflect competitive practice and rewardto incentivize the annual performance of the Company, business unit and individual. NEOMICP Target Award Opportunities. The Compensation Committee, taking into consideration peer group and industry competitive practices, the advice and recommendations of the Committee'sCommittee’s independent compensation consultant, and the recommendations of the CEO for positions other than his own, establishes a target-award opportunity for each executive expressed as a percentage of base salary. Our target values are set at or near the market-median target percentages for similar positions within our peer group. The target award opportunities expressed as a percentage of base salary for our NEOs for 20102012 and 20112013 are set out below. The increasesincrease from 20112012 to 2012 were2013 is based on competitive practices and the Committee'sCommittee’s view of the value of the position to the Company. Name NEO Target-Award Opportunities (% of base salary) 2012   2013   Jack B. Moore 115 % 115 % Charles M. Sledge 75 % 80 % John D. Carne 85 % 85 % William C. Lemmer 70 % 70 % James E. Wright 65 % 65 %                                       MICP Target Award (% of base salary)         Name         2011         2012         Jack B. Moore         100%         115%         Charles M. Sledge         75%         75%         John D. Carne         85%         85%         William C. Lemmer         65%         70%         James E. Wright         65%         65%     Setting the Performance Objectives. Performance objectives are set by the Committee for each year based on proposals submitted to the Committee by the CEO. The CEO'sCEO’s proposals, and ultimately the performance objectives selected, are based on and designed to encourage achievement of the Company'sCompany’s performance goals set out in the Company'sCompany’s Board-approved annual operating plan and budget as well as business strategies for that year. The Committee also considers overall market conditions, the industry environment and the Company'sCompany’s positions in its respective business lines when setting performance objectives. 20112012 MICP Performance Objectives. MICP performance objectives for 20112012 were established for earnings per share excluding charges ("(“Adjusted EPS"EPS”) and cash flow from operations for all executives, including the CEO and other NEOs. For Mr. Wright, as well as other executives with responsibility for an operating unit, other than Mr. Carne who iswas also our COO and whose goals arewere the Company'sCompany’s overall goals, performance objectives also included operating unit-specific targets for both EBIT and cash flow based on the Company'sCompany’s approved operating plan and budget. The Committee chose Adjusted EPS and cash flow from operations because the Committee considers them to be principal indicators of financial performance and principal drivers of stockholder value. The Committee chose Adjusted EPS for executives responsible for an operating unit to align them with the Company as a whole, while adding unit EBIT and cash flow to ensure a portion of their incentive compensation would be based on the performance of their specific unit. Unusual items such as stock repurchases, significant acquisitions and restructuring costs are not given effect when calculating Adjusted EPS for MICP purposes. The Committee does not consider that these items reflect actual performance against the operating plan and budget. The 20112012 Adjusted EPS target was $2.65$3.21 per share and the corporate cash flow target was $550$500 million. The 20112012 cash flow target was based on the approved operating plan and budget for 2011. The 2011 Adjusted EPS target and all unit EBIT targets were set at a "stretch" level of 3.8% above the approved operating plan to incentivize not only achieving but exceeding budget level performance. year. In addition, the Committee added a performance objective for each of the executives, including the CEO and other NEOs that focuses on a strategic Table of Contents initiative specific to the executive'sexecutive’s responsibilities or business unit ("(“Individual Objectives"Objectives”). ForThe Individual Objectives for the executives with corporate responsibilities, the Individual ObjectivesNEOs were focused on the Company'sCompany’s Business Transformation Program. This is a program for the strategic transformation of the Company'sCompany’s processes and systems to better align them with its businesses. Performance was measured against certain specified implementation milestones. For Mr. Wright and other executives responsible The Committee added a new total reported incident rate (“TRIR”) performance objective for an operating unit, the Individual Objectives component was focused on the achievement2012 with a target of pre-established bookings targets. 0.95 that applied to all MICP participants. As in prior years, the Committee also established a return on equity ("ROE"(“ROE”) hurdle of at least 7%. If the hurdle is not to be met or exceeded, any bonus payment otherwise earned would have been reduced by 50% for all participants. 20122013 Performance Objectives.For 2012,2013, the Committee again chose Adjusted EPS and cash flow from operations as the financial performance objectives for all corporate executives, including the CEO and other NEOs, for the same reasons they were chosen as 20112012 performance objectives. The Adjusted EPS target for 20122013 is $3.21,$3.94, which is consistent with the earnings guidance the Company has publicly provided. The Committee also maintained an Individual Objective component similar to 2011. For executives with corporate responsibilities, this objective will once again be focused on the continued implementation of the Business Transformation Program begun in 2010. Forprovided, and for executives with operating unit responsibilities the Committee chose budgeted EPS, operating unit EBIT, and unit cash flow, and Cameronflow. The Committee also maintained a TRIR goal for all units.2013. For executives with corporate responsibilities, the target objective is a TRIR of .81. For executives with operating unit responsibilities, the TRIR objective is an improvement over that unit’s individual history. The Individual Objective componentCommittee also set employee attrition as a performance objective. This was chosen to support the Company’s strategic goal of greater employee engagement. The target employee retention objective is 92.1% for executives whose business unit is scheduled for Business Transformation Program implementation in 2012 will be based on implementation goals. The Individual Objectivewith corporate responsibilities and the objective for executives whose businesswith operating unit responsibilities, like the TRIR objective, the employee retention objective is not scheduled for implementation of the Business Transformation Program is either standard margin or profitability. The Committee added a new performance objective based on the Company's TRIR with a target of .95an improvement over that will applyunit’s individual history. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   44 Back to all MICP participants, and also maintained the 7% ROE hurdle.Contents Weighting of Performance Objectives and Setting Achievement Levels. For 2011,2012, the Compensation Committee weighted the Adjusted EPS, cash flow from operations, TRIR and Individual Objectives for corporate executives at 60%, 20%, 10% and 20%10%, respectively, to ensure management is focused on both earnings and cash generation. For 2012,2013, the Committee weighted Adjusted EPS at 60%, cash flow from operations at 20%, Individual ObjectivesTRIR at 10% and TRIRemployee retention at 10% for corporate executives. Forexecutives and for executives with operating unit responsibilities, the weighting varied depending on which units had which goals, but all had aCommittee weighted 30% weighting for Adjusted EPS, 30% for unit EBIT, 20% for unit cash flow, and 10% for TRIR. Weighting for unit EBIT is 40% or 30%, depending on whether the executive had a 10% Individual Objective regarding our Business Transformation Program.each TRIR and employee retention. Calculating Performance Level Achieved. The Compensation Committee establishes the percent of target award that can be earned at different performance levels. Minimum, target and maximum payout levels are set out below. The Committee raised the performance level that must be achieved for maximum payout from 120% to 125% for 2011 and maintained this higher level for 2012. For 2013, recognizing a more exacting budgeting process and degree of difficulty in achieving a percentage performance improvement against an increasing number, the Committee lowered the maximum payment level for EPS and EBIT, but not cash flow, to 115%.                       Performance Level Achieved 2011 and 2012          % of Target Award Earned         Less than 80%       0         80%       50         100%       100         125% or more       200     Performance Level Achieved 2012 / 2013 % of Target Award Earned Less than 80% 0 80% 50 100% 100 125% / 115% (EPS/EBIT) 200 125% (cash flow) 200 The maximum amount that can be earned under the MICP for any year is capped at 200% of target bonus even when performance exceeds the maximum. Under the MICP, no additional sum can be earned or "banked"“banked” for subsequent years. Certifying Performance. During the first quarter, following year-end and the completion of the Company'sCompany’s financial statement audit, the Table of Contents Company's Company’s and each unit'sunit’s actual performance against the established goals is computed. The resulting payout attainments under the MICP, for the four NEOs with corporate responsibilities and the one with operating unit responsibilities isfor 2012 are set out in the table below. Under the terms of the MICP, the Compensation Committee has the authority to exercise discretion to adjust an NEO'sNEO’s award down from the established target award, based on individual performance.award. The Committee made no discretionary adjustments to any NEO'sNEO’s award for 2011.2012.     Performance Measure Weight & Result Performance Achieved     Target   Actual   Perf   Attainment Corporate   V&M* Corp   V&M           Weight Result Weight Result     Adjusted EPS $ 3.21   3.17   98.8 %   96.9 % 60.0 % 58.1 %   30.0 % 29.1 % 58.1 %   29.1 % V&M EBIT $ 387,100   440,994   113.9 %   149.9 % N/A N/A   30.0 % 46.7 % N/A   46.7 % Corporate Cash Flow From Operations $ 500,000   682,914   136.6 %   200.0 % 20.0 % 40.0 %   N/A N/A 40.0 %   N/A V&M Cash Flow From Operations $ 369,800   437,796   118.4 %   173.5 % N/A N/A   20.0 % 34.7 % N/A   34.7 % TRIR   0.95   0.88   107.4 %   200.0 % 10.0 % 20.0 %   10.0 % 20.0 % 20.0 %   20.0 % Business Transformation Project Various Project Milestones     200.0 % 10.0 % 20.0 %   10.0 % 20.0 % 20.0 %   20.0 % TOTAL PERFORMANCE           138.1 %   150.5 % * Valves & Measurement                                                                                                                                             PERFORMANCE MEASURE       WEIGHT & RESULT       MICP PAYOUT                 MINIMUM       TARGET       MAXIMUM       ACTUAL       PERF       ATTAINMENT       CORPORATE       V&M       CORP       V&M                                                                               WEIGHT         RESULT         WEIGHT         RESULT                           Adjusted EPS         2.1200         2.6500         3.3100         2.7236         102.8%         111.1%         60.00 %       66.66 %       30.00 %       33.33 %     66.6%         33.33%         Division EBIT         231,900         289,900         362,400         326,053         112.5%         149.9%         N/A         N/A         30.00 %       44.97 %               44.97%         Corporate Cash Flow From Operations         440,000         550,000         687,500         208,458         37.9%         0.0%         20.00 %       0.00 %       N/A         N/A         0.0%                   Division Cash Flow From Operations         238,200         297,800         372,300         262,438         88.1%         70.3%         N/A         N/A         20.00 %       14.06 %               14.06%         Business Transformation Project         Various Project Milestones         0.0%         0.0%         20.00 %       0.0 %       N/A         N/A         0/0%                   Division Bookings         1,698,276         1,886,973         2,358,700         2,155,385         114.2%         156.9%         N/A         N/A         20.00 %       31.38 %               31.38%         Total Performance                                                                                                           66.66%         123.74%     CAMERON INTERNATIONAL CORPORATION – Long-Term2013 Proxy Statement   45 Back to Contents The table below shows the 2012 performance level achieved and the actual payment of the annual incentive. The sums paid out are also disclosed in the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table on page 50. NEO 2012 Management Incentive Compensation Plan Payout Bonus Payout Performance Against Target (%) Payout ($) Jack B. Moore 138.13 1,763,428 Charles M. Sledge 138.13 590,894 John D. Carne 138.13 809,105 William C. Lemmer 138.13 496,702 James E. Wright 150.46 422,125 Long-Term Incentives.    Our executive compensation program is weighted toThe purpose of our long-term equity awards rather than annual cash compensation. Theis to motivate the achievement of long-term goals set by the Compensation Committee's intentCommittee. It is also intended to align compensation of executives and other key management employees with the interests of our long-term stockholders by providing incentives tied to the long-term success of the Company and increases in share price and stockholder value. Our long-term incentive program is administered under our stockholder approved 2005 Equity Incentive Plan which was amended with stockholder approval as recently asin 2010. The Committee, after discussions with the Committee'sCommittee’s independent compensation consultant, determines the target long-term incentive grant value for the aggregate long-term incentives to be granted to the executive officers as a group and individually. The Committee makes its determinations giving consideration to: • the grant practices of our peer group companies, which are contained in the independent compensation consultant'sconsultant’s annual Report on Executive Compensation, • industry grant practices in general, • the value to be transferred in comparison to amounts granted by peer companies and industry surveys, and • the "burn rate"“burn rate” or percentage of outstanding shares that would be used. The tables below sets out target long-term incentive grant value for each of our NEOs for 2012 and 2013. NEO Long-Term Incentive Grant Value 2012 Value 2013 Value Jack B. Moore 6,400,000 6,400,000 Charles M. Sledge 2,000,000 2,200,000 John D. Carne 2,200,000 2,200,000 William C. Lemmer 1,800,000 1,700,000 James E. Wright 1,400,000 1,350,000 For 2011,2012, the Committee targeted 50%40% of the long-term incentive target grant value in stock options, 30%40% in PRSUs, and 20% in RSUs. For 20122013, the Committee changedconcluded this is the appropriate mix ofas it focuses equally on 3-year objectives and on long-term incentives to 40% stock options, 40% PRSUs,growth in share value while placing a lesser, thorough, still significant, emphasis on retention and 20% RSUs.continuity. The Committee re-balanced the mix in 2012 in order to place a greater emphasis on the 3-year objectives of the PRSUs. Individuals may be granted more or less than the target amounts for their positions, based on individual performance, past grant history, employment retention considerations, internal equity, and the Committee'sCommittee’s evaluation of future promotability. Performance Awards. Grants of PRSUs can be earned only by performance against established goals and vest three years from grant date. These awards are intended to serve two purposes: (1) encourage and reward performance and (2) assist in retention of key employees. Both the performance and continued employment requirements must be satisfied in order for the executive to earn the payout of the award. The performance goals are established by the Committee no later than its first meeting of the year. For 2012 and 2013, the target value of these awards is 40% of each officer’s target long-term incentive grant value. The target number of PRSUs subject to any individual award was determined by dividing 40% of the long-term grant value targeted for that individual by the “grant date fair value” of the awards. See Footnote No. 2 to the Summary Compensation Table for the calculation of the “grant date fair values”. The number and value of PRSUs granted for 2012 and 2013 that can actually be earned is determined by performance against the goals established by the Committee and can range from 0 to 200% of the target value. The 2012 PRSUs were divided as follows: 75% with an ROIC goal and 25% with a TSR goal. The 2013 PRSUs are divided 50% each. Performance against the ROIC target goal is determined by averaging the performance of the Company against the ROIC goal set by the Committee for each of the three years of their respective performance periods. The ROIC goal for 2012 was 16%. Performance against the 2012 ROIC goal was 95% of target. This will be averaged with 2013 and 2014 performance to determine the actual number of shares earned under the 2012 PRSUs. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   46 Back to Contents The following table summarizes how performance against the ROIC goal is measured. Performance — Payout Ratio between Minimum and Target Performance 2.5 % For each 1% of additional ROIC performance between minimum and target 2.5% of additional payout is earned Performance — Payout Ratio between Target and Maximum Performance 4.0 % For each 1% of additional ROIC performance between target and maximum 4.0% of additional payout is earned The following table summarizes the associated payment level. Maximum 200 % Payout earned when ROIC achievement 20.0% or greater Target 100 % Payout earned when ROIC achievement 16.0% Minimum 50 % Payout earned when ROIC achievement 12.8% No Payout 0 % Payout earned when ROIC achievement less than 12.8% TSR was selected as an additional objective for the 2012 PRSUs based on the Committee’s desire to further align the interests of our executives with those of our stockholders. Performance against the TSR goal is determined by comparing the performance of the Company’s TSR with the TSR performance of the OSX index for the three year performance period of the PRSUs. The Committee believes that the OSX is an appropriate benchmark against which to compare the Company’s TSR performance. The following table summarizes the relationship between the Company’s TSR performance when compared with the OSX index. Performance —Payout Ratio 3 % For each 1% that the Company outperforms/underperforms the OSX, payout increases/decreases by 3% The following table summarizes the associated payout levels for the performance achieved. Maximum 200 % Payout earned when Company outperforms OSX by 33.33% or greater Target 100 % Payout earned when Company performance equals OSX Minimum 50 % Payout earned when Company underperforms the OSX by no less than 16.67% No Payout 0 % Payout earned when Company underperforms the OSX by more than 16.67% Notes : • 20 consecutive trading day average TSR preceding the beginning and end of the performance period will be used; • Payout will be capped at 100% if absolute TSR is negative; • The maximum value of any award earned will not exceed four times the target value for the TSR component of the PRSUs. Stock Options. Awards of stock options are intended to make a portion of executive officers'officers’ total direct compensation contingent on long-term stock price appreciation. In November 2011,October 2012, each executive officer, including the NEOs, received an award of stock options. The number of options for each individual award was determined by applyingdividing 40% of the long-term incentive grant value targeted for that individual Table of Contents and dividing it by the value of a Company stock option. The exercise price for all our stock option awards, including those for 20112012 and for 2012,2013, is equal to the closing share price on their date of grant. The Committee has historically approved annual awards of stock options to be made effective the first business day following its Fall meeting, which is scheduled at least one year in advance. The Committee formally adopted this method of selecting the grant date for the annual awards in 2007. The Committee prefers this "mechanical"“mechanical” approach to selecting the grant date, rather than a "discretionary"“discretionary” approach, as it avoids having to make arbitrary judgments regarding timing of awards. To the extent newly hired or promoted executives receive an initial award of stock options, such options are priced at the closing price on a date no earlier than their actual start or promotion date. Stock options vest over a three-year period, with one-third of the options vesting per year, beginning on the first anniversary of the grant. Stock options have a ten-year term, beginning with those awarded in 2012. For treatment of vesting upon certain termination events such as retirement or death within the three-year vesting period, see the discussion following the Grants of Plan-Based Awards table on page 49.52. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   47 Back to Contents Restricted Stock Units. Awards of RSUs are intended to encourage and promote retention. The number of RSUs for any individual award was determined by taking 20% of the long-term incentive grant value targeted for that individual and dividing it by the closing price of the Company'sCompany’s stock on the date of grant. The RSU awards for 2012 and 2013 will vest over a three-year period, with one-third vesting per year, beginning on the first anniversary of the grant. In orderTo ensure that certain deduction limits under Section 162(m) of the Internal Revenue Code of 1986 not apply to RSU awards (see "Tax“Tax Implications of Executive Compensation" Compensation” on page 47)49), RSU awards for our executive officers, including our NEOs, require that the Company generate more than $50 million of net income in the year following grant (e.g., awards made in October 2012 require $50 million net income in 2013) as a condition to the RSUs being earned and eligible for vesting. For treatment of vesting upon certain termination events such as retirement or death within the three-year vesting period, see the discussion following the Grants of Plan-Based Awards table on page 49.52. Performance Awards.    Grants of PRSUs can be earned only by performance against established goals and vest three years from grant date. These awards are intended to serve two purposes: (1) encourage and reward performance and (2) assist in retention of key employees. Both the performance and continued employment requirements must be satisfied in order for the executive to earn the payout of the award. The performance goals are established by the Committee no later than its first meeting of the year. For 2011, the target value of these awards was 30%, and for 2012 it is 40% of each officer's target long-term incentive grant value. The target number of PRSUs subject to any individual award was determined by dividing the value of the award targeted for that individual by the closing price of the Company's stock at year-end 2011. The number and value of PRSUs granted for 2011 and 2012 that can actually be earned is determined by performance against the goals established by the Committee and can range from 0 to 200% of the target value. The 2011 PRSUs have ROIC as the performance goal. Performance against the ROIC Target goal is determined by averaging the performance of the Company against the ROIC goal set by the Committee for each of the three years of their respective performance periods. The ROIC goal for 2011 was 16%. Performance against the 2011 ROIC goal was 101% of target. This will be averaged with the 2012 and 2013 performance to Table of Contents determine the actual number of shares earned under the 2011 PRSUs. Performance — Payout Ratio between Minimum and Target Performance 2.5% For each 1% of additional ROIC performance between minimum and target 2.5% of additional payout is earned Performance — Payout Ratio between Target and Maximum Performance 4.0% For each 1% of additional ROIC performance between target and maximum 4.0% of additional payout is earned Maximum 200% 200% payout is earned when ROIC achievement is 20.0% or greater Target 100% 100% payout is earned when ROIC achievement is 16.0% Minimum 50% 50% payout is earned when ROIC achievement is 12.8% No Payout 0% 0% payout is earned when ROIC achievement is less than 12.8% The 2012 PRSUs are divided into two portions: 75% with an ROIC goal and 25% with TSR goals. The 2012 ROIC portion of the PRSU award is designed in the same manner as the 2011 ROIC PRSUs. TSR has been selected as an additional objective for the 2012 PRSUs based on the Committee's desire to further align the interests of our executives with those of our shareholders. Performance against the TSR goal is determined by comparing the performance of the Company's TSR with the TSR performance of the OSX index for the three year performance period of the PRSUs. The Committee believes that the OSX is an appropriate benchmark against which to compare the Company's TSR performance. The following table summarizes the relationship between the Company's TSR performance when compared with the OSX index and the associated payout levels for the performance achieved: Performance — Payout Ratio 3% For each 1% that the Company outperforms/underperforms the OSX, payout increases/decreases by 3% Maximum 200% 200% earned when the Company outperforms OSX by 33.33% or greater Minimum 50% 50% earned when the Company underperforms the OSX by no less than 16.67% No Payout 0% 0% earned when the Company underperforms the OSX by more than 16.67% Notes: • 20 consecutive trading day average TSR preceding the beginning and end of the performance period will be used; • Payout will be capped at 100% if absolute TSR is negative; • The maximum value of any award earned will not exceed four times the target value for the TSR component of the PRSUs. Benefits, Retirement Programs and Perquisites.We provide our executive officers with benefits and perquisites that the Committee has concluded are reasonable to assist in attracting and retaining qualified executives and, in the case of perquisites, for their convenience and safety.executives. The Committee reviews each year the appropriateness of both the nature and type of benefits and perquisites, and the value and cost thereof. Benefits and Retirement Programs. We provide our executive officers, including our CEO and NEOs, the same health and welfare benefits that are broadly available to our U.S. non-union employees, with no other such benefits, programs or special features. In addition to our Retirement Savings Plan, which is a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code ("Code"(“Code”) and in which all U.S. employees, including executive officers, who meet the age, service and other requirements of the plan are eligible to participate, we offer a deferred compensation plan to our more highly compensated employees, including our executives. We do not provide defined benefit plans to our executive officers. Table of Contents Our Deferred Compensation Plan is a nonqualified deferred contribution plan. It is designed to allow deferral of income from base salary and annual bonus and Company contributions that could have been made under our Retirement Savings Plan but for IRS limitations on deferrals of compensation into a tax-qualified plan. There is no "above-market"“above-market” interest credited on any deferred compensation, as defined for proxy reporting purposes. Mr. Carne is a participant in the pension plan provided to our U.K. employees, but his participation was frozen from the time he transferred from the U.K. to the U.S. in 2002. Perquisites. In 2011,2012, our executive officers, including the NEOs, were eligible to receive financial planning services. The Committee believes it is in the interest of the Company to assist executives in handling their personal finances, particularly tax filing obligations, to prevent them from being a distraction to the executive or embarrassment to the Company. The CEO, COO and Senior Vice Presidents are eligible to use Company-leased aircraft for personal travel, provided they reimburse the Company for the incremental operating cost to the Company of any such use. There are no tax gross-ups for any reported income related to such perquisites. The cost to the Company of all benefits and perquisites provided to executive officers is included in the Committee'sCommittee’s independent compensation consultant'sconsultant’s competitive analysis and in the annual "tally sheet"“tally sheet” presentation to the Committee on total compensation paid to executives. Part VVI —Other Matters Affecting Our Executive Compensation Clawback of Incentive Compensation.The Committee adoptedCompany has an executive compensation clawback policy, and plan amendments to make this policy enforceable, in 2009. Pursuant topolicy. Under this policy, and terms of the plan amendments, ifMICP and 2005 Equity Incentive Plan adopted to make the policy enforceable, should any executive officer commitscommit fraud or intentional wrongdoing that results in a required financial restatement, the Company has the right to recover incentive and performance compensation paid or awarded to such executive officer within the past five years to such executive officer for the year restated as well asand for the two years prior to the year restated. Stock Ownership Requirements.In addition to stock ownership guidelines for directors set out in "Corporate“Corporate Governance — Stock Ownership Guidelines"Guidelines” on page 2127 of this Proxy Statement, the Company has stock ownership requirements for its executives and other key employees. Within three years of being appointed an executive or other key employee of the Company, or being promoted to a position requiring increased ownership, the executive or employee is required to directly own Common Stock having a market value or cost basis, whichever is higher, equal to at least the following multiple of his or her base salary: LEVEL BASE SALARY MULTIPLE Level CEOBase Salary 6 Multiple CEO COO6 4 COO 4 Senior Vice President 3 Vice President Vice President2 2 All Other Executive Long-Term Incentive Program Participants 2 All NEOs meet or exceed their ownership requirement. All others subject to this requirement meet or exceed their ownership requirement or are within the three-year period given to achieve compliance. The ownership interests of the NEOs individually, and executives as a whole, are set out in "Security“Security Ownership of Management"Management” on page 510 of this Proxy Statement. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   48 Table ofBack to Contents Employment, Severance and Change-in-Control Arrangements Employment Contracts. We have no employment contracts with any of our executive officers. Executive Severance Policy. The Company has an Executive Severance Policy for all executive officers, including the NEOs. The Policy provides for salary continuation for 12 months for a covered executive if such executive'sexecutive’s employment with the Company is terminated by the Company for any reason other than cause. Participation in the annual incentive plan is prorated through the last day of employment and determined based on achievement of the goals and objectives established for the applicable year, but no entitlements are earned during the severance period. The amount of these payments, would have been had any of the NEOs been terminated for any reason other than cause on December 31, 20112012, is set out in the "Payments“Payments Under Executive Severance Policy"Policy” on page 5459 of this Proxy Statement. We provide executive severance because the Company recognizes the individual impact of the Company'sCompany’s need and ability to be able to freely make changes at the executive level, and of the relatively more difficult employment transition encountered when executive-level employees have beenare terminated with possibly little or no notice. Change-in-Control Agreements. The Company has change-in-control agreements with 1210 executive officers, including Messrs. Moore, Sledge, Carne, Lemmer and Wright.the NEOs. Severance payments under these agreements would only be made wereif the executive officerofficers were to be terminated in connection with a change in control (i.e., "double trigger"“double trigger”). The agreements are described and the sums that would have been payable had an NEO been terminated on December 31, 2011,2012, in connection with a change in control, are outlined in "Payments“Payments Upon Termination In Conjunction With Change In Control"Control” on pages 55-57page 60 of this Proxy Statement. We recognize that, as is the case with many publicly-held corporations, the possibility of a change in control may arise and that such possibility, and the uncertainty and questions it may raise among our executive officers, may cause a distraction and result in the departure or distraction of one or more of them to the detriment of the Company and our stockholders. Since we consider the establishment and maintenance of a sound and vital management team to beThe Compensation Committee has determined that it is in the best interests of the Company and our stockholders the Compensation Committee has determined that appropriate steps be taken to assure the Company of the continuation of service by certain executive officers, and to reinforce and encourage their attention and dedication to their assigned duties without distraction in circumstances arising from the possibility of a change in control. The Committee believes it important, should the Company or our stockholders receive a proposal for or notice of a change in control, or consider one itself, that the Company maintain a sound and vital management team and our executives be able to assess and advise the Company whether such transaction would be in the best interests of the Company and our stockholders, and to take such other action regarding the transaction as our Board of Directors determines to be appropriate, without being influenced by the uncertainties of their own situation. We also believe that entering into change-in-control agreements with some of our executive officers has helped us attract and retain the level of executive talent needed to achieve the Company'sCompany’s goals. The elements of the severance benefits and the amounts of each were approved by the Committee at the time the agreements were entered into, or most recently modified, based on the Committee'sCommittee’s assessment of what was appropriate and competitive at that time. As a result, in prior years the CommitteeCommittee: reduced the severance benefits provided by our change-in-control agreements by eliminating equity grants as one of the elements of payment upon a change-in-control andchange-in-control; reducing the annual incentive compensation portion to the larger of any award earned in the last three years or target award, a decrease from the maximum award that could be earned. The Committee has eliminatedand eliminating tax gross-ups in agreements entered into since 2009. In 2012, the Committee, in conjunction with and as a consequence of executive officers bring placed into two different compensation groups, also changed the multiplier used to determine the severance benefits so that the multiplier for severance benefits for certain for executive officers, including the NEOs, remains at 3 times, but for the other executive officers is now 2 or 1 times. Table of Contents Tax Implications of Executive Compensation.Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of annual compensation that may be deducted by the Company in any year with respect to the NEOs.an NEO. Certain performance-based compensation subject to performance criteria approved by stockholders is not subject to this deduction limitation and, as a result, annual incentive compensation paid pursuant to our Management Incentive Compensation Plan and stock options, RSU and PRSU awards granted under our Equity Incentive Plan generally will qualify as performance-based compensation and should be deductible. The Committee is mindful of the limitation and has structured the various elements of our executive compensation to fall within the limit or the exception. The Committee and/or the Board of Directors, however, may from time to time, in circumstances it deemsdeemed appropriate, award compensation that may not be deductible in order to, in its or their judgment, compensate executives in a manner commensurate with performance and the competitive market for executive talent. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   49 Back to Contents Summary Compensation Table The following table sets forth the compensation earned for services rendered to the Company for the fiscal year ended December 31, 2011,2012, by Mr. Moore, our CEO; Mr. Sledge, our Chief Financial Officer; and the other NEOs. The differences in the compensation of our named executive officers result from the fact that the Company'sCompany’s compensation philosophy is to pay competitively by position. In order to determine competitive levels, the independent compensation consultant, at the direction of the Compensation Committee, benchmarks each position against employees holding similar positions in our peer group and in the manufacturing industry in general. The Company'sCompany’s compensation policy and its benchmarking practices are explained in the Compensation Disclosure and AnalysisCD&A section of this Proxy Statement. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1)(2)(4)(5) Option Awards ($)(1)(3)(4) Non-Equity Incentive Plan Compensation ($)(6) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)(8) All Other Compensation ($)(9) Total ($) Jack B. Moore Chairman, President and CEO 2012 1,110,125 0 3,839,938 2,559,995 1,763,428 164,947 213,231 9,651,664 2011 1,045,808 0 2,839,973 2,559,989 697,135 (11,280 ) 216,798 7,348,423 2010 987,654 0 3,013,037 3,709,219 1,317,530 75,381 267,526 9,370,347 Charles M. Sledge Sr. Vice President & Chief Financial Officer 2012 570,375 0 1,520,169 879,993 590,894 110,402 103,860 3,775,693 2011 530,423 0 895,967 799,988 265,185 (32,520 ) 112,651 2,571,694 2010 493,827 0 1,021,983 1,176,352 494,074 85,482 156,332 3,428,050 John D. Carne Executive Vice President 2012 689,125 300,000 1,319,949 879,993 809,105 138,322 178,435 4,314,929 2011 644,192 0 1,039,982 879,993 365,006 19,922 142,828 3,091,923 2010 599,385 0 1,188,066 1,425,989 575,533 99,073 190,270 4,078,316 William C. Lemmer Sr. Vice President & General Counsel 2012 513,700 0 1,340,191 679,995 496,702 229,577 88,172 3,348,337 2011 487,415 0 855,948 719,998 211,192 (31,733 ) 101,247 2,344,067 2010 458,885 0 1,021,983 1,176,352 397,899 184,560 147,980 3,387,659 James E. Wright Sr. Vice President & President, Valves & Measurement 2012 431,625 0 829,969 539,988 422,125 37,395 100,239 2,361,341 2011 414,362 0 683,938 559,989 333,275 7,518 82,517 2,081,599 2010 397,758 0 861,093 963,220 333,568 29,386 113,227 2,698,252 (1) The amounts included in the “Stock Awards” and “Option Awards” columns represent the “grant date fair value” in 2012, 2011 and 2010 as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, regarding Stock Compensation (“ASC 718”). (2) The “grant date fair value” for “Stock Awards” awarded as (i) PRSUs with an ROIC goal is $49.19 per share, the closing price of Common Stock on 1/1/2012, the date of grant, (ii) PRSUs with a TSR goal is $45.60, calculated using a Monte Carlo valuation as of 1/1/2012, the date of grant; and (iii) RSUs is $56.05, based on the closing price of Common Stock on 10/18/2012, the date of grant. (3) The “grant date fair value” for “Option Awards” is $15.68, calculated in accordance with ASC 718, and based on an exercise price equal to the closing price of Common Stock of $56.05 per share on 10/18/2012, the date of grant. (4) For both RSU and stock option grants, the value shown is what is also included in the Company’s financial statements. See the Company’s Annual Report for the years ended December 31, 2012, 2011 and 2010 for a complete description of the valuation assumptions. Amounts included for 2012 PRSUs represent target. Threshold, target and maximum award levels for the PRSUs are shown in the table below:   Name Threshold ($) Target ($) Maximum ($)   Jack B. Moore 1,279,990 2,559,980 5,119,960 Charles M. Sledge 399,963 799,926 1,599,852 John D. Carne 439,979 879,957 1,759,914 William C. Lemmer 359,996 719,991 1,439,982 James E. Wright 279,988 559,976 1,119,952               Name and Principal Position   Year   Salary ($)   Bonus ($)   Stock Awards ($)(1)(2)   Option Awards ($)(1)   Non-Equity Incentive Plan Compensation ($)(3)   Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)(5)   All Other Compensation ($)(6)   Total ($)         Jack B. Moore     2011     1,045,808     0     2,839,973     2,559,989     697,135     (11,280 )   216,798     7,348,423             Chairman, President     2010     987,654     0     3,013,037     3,709,219     1,317,530     75,381     267,526     9,370,347             and CEO     2009     900,000     0     981,000     1,458,234     4,500,000     151,767     192,025     8,183,026         Charles M. Sledge     2011     530,423     0     895,967     799,988     265,185     (32,520 )   112,651     2,571,694             Sr. Vice President &     2010     493,827     0     1,021,983     1,176,352     494,074     85,482     156,332     3,428,050             Chief Financial Officer     2009     450,000     0     345,312     502,281     1,445,000     93,866     115,705     2,952,164         John D. Carne     2011     644,192     0     1,039,982     879,993     365,006     91,922     142,828     3,163,923             Executive Vice     2010     599,385     0     1,188,066     1,425,989     575,533     99,073     190,270     4,078,316             President & Chief     2009     540,000     0     392,400     575,192     1,662,000     119,137     177,260     3,465,989             Operating Officer                                                               William C. Lemmer     2011     487,415     0     855,948     719,998     211,192     (31,733 )   101,247     2,344,067             Sr. Vice President &     2010     458,885     0     1,021,983     1,176,352     397,899     184,560     147,980     3,387,659             General Counsel     2009     420,000     0     345,312     502,281     1,446,000     232,383     118,754     3,064,730         James E. Wright     2011     414,362     0     683,938     559,989     333,275     7,518     82,517     2,081,599             Sr. Vice President &     2010     397,758     0     861,093     963,220     333,568     29,386     113,227     2,698,252             President, Valves &     2009     375,000     0     274,680     445,572     1,024,005     78,425     98,171     2,295,853              Measurement                                                           (1) The amounts included in the "Stock Awards" and "Option Awards" columns represent the "grant date fair value" in 2011, 2010 and 2009 as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, regarding Stock Compensation ("ASC 718"), except as described in Footnote 2, below. For the PRSU stock awards granted on 1/1/2011 the fair value is CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   50 Back to Contents (5) PRSUs granted on January 1, 2011, and included in the “Stock Awards” values reported in the 2012 Proxy Statement’s Summary Compensation Table are valued not at “grant date fair value” but at a value that included the impact of performance achievement, which was known at the time of disclosure. These PRSUs have been revalued using the “grant date fair value” for the 2011 “Stock Awards” in the Summary Compensation Table. (6) The amount shown for each NEO in the “Non-Equity Incentive Plan Compensation” column is attributable to MICP annual incentive compensation awards earned in fiscal years 2012, 2011 and 2010, but paid in 2013, 2012 and 2011, respectively. (7) For 2010, only non-qualified deferred compensation earnings are included. (8) Mr. Carne participated in the Cameron Deferred Contribution Pension Plan (formerly the Cooper Cameron (UK) Retirement Benefits Plan) while employed by a U.K. subsidiary until he transferred to the U.S. in 2002. The present value of the accumulated pension benefits is on page 56 of this Proxy Statement. (9) Mr. Carne was awarded this bonus in consideration of delaying his announced retirement and agreeing to serve as the Chief Executive Officer of OneSubsea upon its creation following regulatory clearances. (10) The figures set out as “All Other Compensation” for 2012 are comprised of the following two tables:   Name Company Contributions to Retirement Savings Plan ($) Company Retirement Contributions to NQ DC Plan ($) Company Match Contributions in NQ DC Plan ($) Total Other Annual Compensation attributable to retirement benefits ($)     Jack B. Moore 22,500 46,718 93,143 162,361   Charles M. Sledge 22,500 17,567 35,134 75,201 John D. Carne 22,500 23,316 48,248 94,064 William C. Lemmer 22,500 14,247 28,494 65,241 James E. Wright 22,500 15,447 30,894 68,841   Name Spouse Travel ($)(1) Excess Life ($) Welfare Benefits ($)(2) Financial Planning Services ($) Total Other Annual Compensation attributable to welfare benefits and perquisites ($)     Jack B. Moore 18,350 4,902 17,749 9,869 50,870   Charles M. Sledge 1,759 937 16,815 9,148 28,659 John D. Carne 56,224 5,062 13,600 9,485 84,371 William C. Lemmer 3,895 7,066 2,138 9,832 22,931 James E. Wright 2,753 1,970 16,901 9,774 31,398 (1) Spousal travel costs are costs incurred by the Company when a spouse accompanies an NEO to a function or event for business purposes. This cost is imputed to the NEO as income. (2) Welfare benefits are the employer-paid portions of premiums for Medical (including Health Savings Account Contribution), Dental, Life, AD&D and LTD paid for the benefit of the employee.   CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   51 Back to Contents Table of Contents $50.73 per share, the closing price of our Common Stock on the NYSE on that date. For the RSU stock awards granted on 11/16/2011, it is $51.24, the closing price on that date. For option awards also granted on 11/16/2011, which have an exercise price equal to the closing price on that date of $51.24 per share, the fair value calculated in accordance with ASC 718 is $14.47. For both RSU and stock option grants, the value shown is what is also included in the Company's financial statements. See the Company's Annual Report for the years ended December 31, 2011, 2010 and 2009 for a complete description of the valuation assumptions. Amounts included for 2011 PRSUs represent target. Threshold, target and maximum award levels are shown in the table below:               Name       Threshold ($)       Target ($)       Maximum ($)         Jack B. Moore       779,999       1,559,998       3,119,996         Charles M. Sledge       247,994          495,987          991,974         John D. Carne       299,992          599,984       1,199,968         William C. Lemmer       247,994          495,987          991,974         James E. Wright       201,982          403,963          807,926     (2) PRSUs granted on January 1, 2010, and included in the "Stock Awards" values reported in the 2011 Proxy Statement's Summary Compensation Table were valued not at "grant date fair value" but at a value that included the impact of performance achievement, which was known at the time of disclosure. These PRSUs have been revalued using the "grant date fair value" for the 2010 "Stock Awards" in the Summary Compensation Table. (3) The amount shown for each NEO in the "Non-Equity Incentive Plan Compensation" column is attributable to (i) MICP annual incentive compensation awards earned in fiscal years 2011, 2010 and 2009, but paid in 2012, 2011 and 2010, respectively, as well as (ii) Performance Cash awards which were granted in lieu of PRSUs and earned in 2009. (4) For 2009, only non-qualified deferred compensation earnings are included. (5) Mr. Carne participated in the Cameron Deferred Contribution Pension Plan (formerly the Cooper Cameron (UK) Retirement Benefits Plan) until he transferred to the U.S. in 2002. The present value of the accumulated pension benefits is on page 52 of this Proxy Statement. (6) The figures set out as "All Other Compensation" for 2011 are comprised of the following two tables:                       Name       Company Contributions to Retirement Savings Plan ($)       Company Retirement Contributions to NQ DC Plan ($)       Company Match Contributions in NQ DC Plan ($)       Total Other Annual Compensation attributable to retirement benefits ($)         Jack B. Moore       22,050       63,550       93,653       179,253         Charles M. Sledge       22,050       23,408       46,770         92,228         John D. Carne       22,050       29,242       58,484       109,776         William C. Lemmer       22,050       19,209       38,419         79,678         James E. Wright       22,050       15,088       19,618         56,756                                           Name       Spouse Travel ($)       Excess Life ($)       Welfare Benefits ($) *       Financial Planning Services ($)       Misc. ($)       Total Other Annual Compensation attributable to welfare benefits and perquisites ($)         Jack B. Moore         10,753         4,884         12,085         9,823         —       37,545         Charles M. Sledge         —         866         11,396         8,161         —       20,423         John D. Carne         6,090         4,709         11,577         10,676         —       33,052         William C. Lemmer         —         6,669         2,362         9,648         2,890       21,569         James E. Wright         925         1,883         11,211         10,135         1,607       25,761     * Welfare benefits are the employer-paid portions of premiums for Medical, Dental, Life, AD&D and LTD paid for the benefit of the employee. Table of Contents Grants of Plan-Based Awards in Fiscal Year 2011 2012 The following table provides information on non-equity incentive plan awards, stock options and Restricted Stock Units granted, and the grant date fair value of these awards. Name Award Type Grant Date(1) Committee Approval Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards(4) All Other Stock Awards: Number of Shares of Stock or Units (#) All Other Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Option Awards ($)(3) Threshold ($)(2) Target ($)(2) Maximum ($)(2) Jack B. Moore Annual MICP 1/1/2012 11/16/2011 638,322 1,276,644 2,553,288 Performance RSU 1/1/2012 11/15/2011 53,067 2,559,980 Annual RSU 10/18/2012 10/17/2012 22,836 56.05 1,279,958 Annual Option 10/18/2012 10/17/2012 163,265   2,559,995 Charles M. Sledge Annual MICP 213,891 427,781 855,562 Performance RSU 1/1/2012 11/15/2011 16,582 799,926 Annual RSU 10/18/2012 10/17/2012 12,850 56.05 720,243 Annual Option 10/18/2012 10/17/2012 56,122   879,993 John D. Carne Annual MICP 292,878 585,756 1,171,512 Performance RSU 1/1/2012 11/15/2011 18,241 879,956 Annual RSU 10/18/2012 10/17/2012 7,850 56.05 439,993 Annual Option 10/18/2012 10/17/2012 56,122   879,993 William C. Lemmer Annual MICP 179,795 359,590 719,180 Performance RSU 1/1/2012 11/15/2011 14,924 719,942 Annual RSU 10/18/2012 10/17/2012 11,066 56.05 620,249 Annual Option 10/18/2012 10/17/2012 43,367   679,995 James E. Wright Annual MICP 140,278 280,556 561,112 Performance RSU 1/1/2012 11/15/2011 11,608 559,976 Annual RSU 10/18/2012 10/17/2012 4,817 56.05 269,993 Annual Option 10/18/2012 10/17/2012 34,438   539,988 (1) A discussion of grant practices is included on pages 46-48 of this Proxy Statement. (2) The amounts shown reflect the MICP annual incentive compensation awards. In November 2011, our Compensation Committee established target MICP annual incentive compensation awards for 2012, expressed as a percentage of each NEO’s 2012 base salary. The percentages are noted in “NEO Target-Award Opportunities” on page 44 of this Proxy Statement. In February 2012, the Committee approved individual and Company performance goals for the MICP for 2012. The dollar amount shown in the “target” column represents the target award of each NEO for 2012. The amount shown in the “maximum” column represents the maximum amount that could be paid under the MICP for 2012. The amount shown in the “threshold” column represents the amount payable if only the minimum level of Company achievement of performance goals were attained, which is 50% of the target award. Please see “Compensation Discussion and Analysis — Executive Compensation Decision-making Process — Annual Incentive Compensation” on pages 44-46 of this Proxy Statement for more information regarding the Company’s MICP and the 2012 MICP awards and performance measures. (3) The amounts included in the “Grant Date Fair Value of Stock and Option Awards” column represent the fair value on the date of grant. See Footnote No. 2 and 3 to the Summary Compensation Table for the “grant date fair value” of these awards. (4) Actual payouts of the MICP awards were approved in February 2013 and are included in the Summary Compensation Table on page 50.                                                                                       Estimated Future Payouts Under Non-Equity Incentive Plan Awards(4)   All Other Stock Awards: Number of Shares of Stock or Units (#)                                 All Other Option Awards: Number of Securities Underlying Options (#)       Grant Date Fair Value of Stock and Option Awards ($)(3)                   Exercise or Base Price of Option Awards ($/Sh)   Name   Award Type   Grant Date (1)   Committee Approval Date   Threshold ($) (c)(2)   Target ($) (d)(2)   Maximum ($) (e)(2)     Jack B. Moore   Annual MICP     1/1/2011     10/19/2010     522,904     1,045,808     2,091,616                                     Performance RSU     1/1/2011     10/19/2010                       30,751                 1,559,998             Annual RSU     11/16/2011     11/15/2011                       24,980                 1,279,975             Annual Option     11/16/2011     11/15/2011                             176,917     51.24     2,559,989         Charles M. Sledge   Annual MICP     1/1/2011     10/19/2010     265,212     530,423     1,060,846                                     Performance RSU     1/1/2011     10/19/2010                       9,777                 495,987             Annual RSU     11/16/2011     11/15/2011                       7,806                 399,980             Annual Option     11/16/2011     11/15/2011                             55,286     51.24     799,988         John D. Carne   Annual MICP     1/1/2011     10/19/2010     322,096     644,192     1,288,384                                     Performance RSU     1/1/2011     10/19/2010                       11,827                 599,984             Annual RSU     11/16/2011     11/15/2011                       8,587                 439,998             Annual Option     11/16/2011     11/15/2011                             60,815     51.24     879,993         William C. Lemmer   Annual MICP     1/1/2011     10/19/2010     243,708     487,415     974,830                                     Performance RSU     1/1/2011     10/19/2010                       9,777                 495,987             Annual RSU     11/16/2011     11/15/2011                       7,025                 359,961             Annual Option     11/16/2011     11/15/2011                             49,758     51.24     719,998         James E. Wright   Annual MICP     1/1/2011     10/19/2010     207,181     414,362     828,724                                     Performance RSU     1/1/2011     10/19/2010                       7,963                 403,963             Annual RSU     11/16/2011     11/15/2011                       5,464                 279,975             Annual Option     11/16/2011     11/15/2011                             38,700     51.24     559,989     (1) A discussion of grant practices is included on pages 42-44 of this Proxy Statement. (2) The amounts shown reflect the MICP annual incentive compensation awards. In November 2010, our Compensation Committee established target MICP annual incentive compensation awards, expressed as a percentage of each NEO's 2011 base salary. The percentages are noted in "NEO Target-Award Opportunities" on page 40 of this Proxy Statement. In February 2011, the Committee approved individual and Company performance goals for the purpose of determining the amount to be paid out under the MICP for the year ended December 31, 2011. The dollar amount shown in the "target" column represents the target award of each NEO for 2011. The amount shown in the "maximum" column represents the maximum amount that could be paid under the MICP for 2011. The amount shown in the "threshold" column represents the amount payable if only the minimum level of Company achievement of performance goals had been attained, which is 50% of the target award. Please see "Compensation Discussion and Analysis — Executive Compensation Decision-making Process — Annual Incentive Compensation" on pages 40-44 of this Proxy Statement for more information regarding the Company's MICP and the 2011 MICP awards and performance measures. (3) The amounts included in the "Grant Date Fair Value of Stock and Option Awards" column represent the fair value on the date of grant, which was $50.73 per share for stock awards on 1/1/2011 and $51.24 per share for stock option awards on 11/16/2011, calculated using the closing price of our Common Stock on the New York Stock Exchange on the date of grant, and $14.47 for option awards, calculated using ASC 718. (4) Actual payouts of the MICP awards were approved in March 2012 and are included in the Summary Compensation Table on page 47. The RSU awards approved by the Committee in November 2011, that can be earned by 2012 performance, were granted effective January 1, 2012 and are, therefore, not included in this table, but will be reflected in the "Grants of Plan-Based Awards in Fiscal Year 2012" table of the CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement.Statement   52 Table ofBack to Contents Stock options normally vest at a rate of one-third per year over the first three years from date of grant and performance-based RSUs and PRSUs normally vest three years from date of grant. The impact of termination on vesting and exercisability of stock options, as well as the vesting of restricted stock awards,RSUs and PRSUs, is set out below: Termination Circumstances Stock Options RSU/PRSUs Vesting Stock Options RSU/PRSUs Termination Circumstances Vesting Exercise Rights Vesting Exercise Rights Vesting Voluntary Ceases 90 days Ceases N/A Exercise Rights Voluntary Ceases 90 days Ceases N/A Age 60 with 10 years of service Continues(1) Continues(1) Lesser of 3 years or Grant Term Continues(1) Continues(1) N/A Age 65 with 10 years of service Continues(2) Grant Term Continues(2) N/A Death Accelerates(2) Death Accelerates(3) Lesser of 3 years or Grant Term Accelerates(2) Accelerates(1) N/A Disability Accelerates(2) Disability Accelerates(3) Lesser of 3 years or Grant Term Accelerates(2) Accelerates(1) N/A Reduction in Force Continues(1) Continues(1) Lesser of 3 years or Grant Term Continues(1) Continues(1) N/A For Cause All vested and unvested shares forfeited N/A Ceases N/A Ceases N/A Change-in-Control successorand Successor does not assumeAssume the Award or Grant New Award Accelerates Grant Term Accelerates N/A (1) In the event of termination within one year from the date of grant, the number of options or RSUs and PRSUs that vest for the year of termination will be reduced to a proportion that reflects the portion of the year employed except for Executive Officers age 65 or older whose grants are not prorated. (2) In the event of termination by reason of death or long-term disability, the award shall immediately vest in full as of the date of death or grant a new one Accelerates Grant Term Accelerates N/A the date of termination. (1) In the event of termination within one year from the date of grant, the number of options or RSUs that vest for the year of termination will be reduced CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   53 Back to a proportion that reflects the portion of the year employed. (2) In the event of termination within one year from the date of grant, the number of options or RSUs that vest for the year of termination will be reduced to a proportion that reflects the portion of the year employed, except for Executive Officers whose grants are not prorated. (3) In the event of termination by reason of death or long-term disability, the award shall immediately vest in full as of the date of death or the date of termination. Contents Table of Contents Outstanding Equity Awards at Fiscal Year-End The following table presents information about outstanding stock option awards classified as "exercisable"“exercisable” and "unexercisable"“unexercisable” as of December 31, 2011,2012, for our CEO, Chief Financial Officer and other NEOs, as well as RSU and PRSU awards that were not yet vested as of December 31, 2011.2012. The RSU and PRSU awards approved by the Committee in November 2011,October 2012, that can be earned by 20122013 performance, were granted effective January 1, 20122013 and are, therefore, not included in this table, but will be reflected in the "Outstanding“Outstanding Equity Awards at Fiscal Year-End"Year-End” table of the 2014 Proxy Statement.   Option Awards Stock Awards Name Option Grant Date (1)(2) Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Restricted Stock Grant Date (1)(4) Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($)(3) Jack B. Moore 11/15/2007 160,000 0 44.01 2014 01/01/2010 60,635 3,423,452 11/13/2008 205,576 0 22.30 2015 10/20/2010 17,333 978,621 11/06/2009 180,000 0 39.24 2016 01/01/2011 31,262 1,765,053 10/20/2010 210,001 104,999 42.81 2017 11/16/2011 24,980 1,410,371 11/16/2011 58,973 117,944 51.24 2021 01/01/2012 53,067 2,992,373 10/18/2012 0 163,265 56.05 2022 10/18/2012 22,836 1,289,321 Charles M. Sledge 11/15/2007 66,000 0 44.01 2014 01/01/2010 21,344 1,205,082 11/13/2008 4,484 0 22.30 2015 10/20/2010 5,500 310,530 11/06/2009 62,000 0 39.24 2016 01/01/2011 9,939 561,156 10/20/2010 66,601 33,299 42.81 2017 11/16/2011 7,806 440,727 11/16/2011 18,429 36,857 51.24 2021 01/01/2012 16,582 935,036 10/18/2012 0 56,122 56.05 2022 10/18/2012 12,850 725,511 John D. Carne 11/15/2007 140,000 0 44.01 2014 01/01/2010 24,253 1,369,324 11/06/2009 23,667 0 39.24 2016 10/20/2010 6,666 376,362 10/20/2010 80,734 40,366 42.81 2017 01/01/2011 12,024 678,875 11/16/2011 20,272 40,543 51.24 2021 11/16/2011 8,587 484,822 10/18/2012 0 56,122 56.05 2022 01/01/2012 18,241 1,028,584 10/18/2012 7,850 443,211 William C. Lemmer 11/15/2007 112,000 0 44.01 2014 01/01/2010 21,344 1,205,082 11/06/2009 62,000 0 39.24 2016 10/20/2010 5,500 310,530 10/20/2010 66,601 33,299 42.81 2017 01/01/2011 9,939 561,156 11/16/2011 16,586 33,172 51.24 2021 11/16/2011 7,025 396,632 10/18/2012 0 43,367 56.05 2022 01/01/2012 14,924 841,543 10/18/2012 11,066 624,786 James E. Wright 11/15/2007 54,000 0 44.01 2014 01/01/2010 18,190 1,027,007 11/06/2009 18,333 0 39.24 2016 10/20/2010 4,533 255,933 10/20/2010 54,534 27,266 42.81 2017 01/01/2011 8,094 456,987 11/16/2011 12,900 25,800 51.24 2021 11/16/2011 5,464 308,497 10/18/2012 0 34,438 56.05 2022 01/01/2012 8,762 654,559 10/18/2012 4,817 271,968 (1) For better understanding of this table, we have included additional columns showing the grant date of stock options and restricted stock units. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement.Statement   54                                                                 Option Awards       Stock Awards         Name   Option Grant Date (1)(2)   Number of Securities Underlying Unexercised Options (#) Exercisable   Number of Securities Underlying Unexercised Options (#) Unexercisable   Option Exercise Price ($)   Option Expiration Date       Restricted Stock Grant Date (1)(4)   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($) (3)         Jack B. Moore   11/9/2006     96,288     0     26.93   2013       11/6/2009     8,333     409,900             11/15/2007     160,000     0     44.01   2014       1/1/2010     60,635     2,982,636             11/13/2008     210,000     0     22.30   2015       10/20/2010     26,000     1,278,940             11/6/2009     120,000     60,000     39.24   2016       1/1/2011     30,751     1,512,642             10/20/2010     105,001     209,999     42.81   2017       11/16/2011     24,980     1,228,766             11/16/2011     0     176,917     51.24   2021                             Charles M. Sledge   11/15/2007     66,000     0     44.01   2014       11/6/2009     2,933     144,274             11/13/2008     33,333     0     22.30   2015       1/1/2010     21,344     1,049,911             11/6/2009     41,334     20,666     39.24   2016       10/20/2010     8,250     405,818             10/20/2010     33,301     66,599     42.81   2017       1/1/2011     9,777     480,931             11/16/2011     0     55,286     51.24   2021       11/16/2011     7,806     383,977         John D. Carne   8/31/2007     2,100     0     40.89   2013       11/6/2009     3,333     163,950             11/15/2007     140,000     0     44.01   2014       1/1/2010     24,253     1,193,005             11/6/2009     0     23,666     39.24   2016       10/20/2010     10,000     491,900             10/20/2010     40,368     80,732     42.81   2017       1/1/2011     11,827     581,770             11/16/2011     0     60,815     51.24   2021       11/16/2011     8,587     422,395         William C. Lemmer   11/15/2007     112,000     0     44.01   2014       11/6/2009     2,933     144,274             11/6/2009     41,334     20,666     39.24   2016       1/1/2010     21,344     1,049,911             10/20/2010     33,301     66,599     42.81   2017       10/20/2010     8,250     405,818             11/16/2011     0     49,758     51.24   2021       1/1/2011     9,777     480,931                                           11/16/2011     7,025     345,560         James E. Wright   11/15/2007     69,000     0     44.01   2014       11/6/2009     2,333     114,760             11/13/2008     21,666     0     22.30   2015       1/1/2010     18,190     894,766             11/6/2009     18,333     18,333     39.24   2016       10/20/2010     6,800     334,492             10/20/2010     27,268     54,532     42.81   2017       1/1/2011     7,963     391,700             11/16/2011     0     38,700     51.24   2021       11/16/2011     5,464     268,774     (1) For better understanding of this table, we have included additional columns showing the grant date of stock options and restricted stock units. (2) Options awarded priorBack to 2009 are fully vested. The vesting schedules for the option awards are as follows: Contents (2) Options awarded prior to 2010 are fully vested. The vesting schedules for the option awards are as follows: Grant Date RSU Vesting Schedule Remaining Vesting Dates 10/20/2010 11/06/2009 3311/3/3% vests each year for three years from date of grant 10/20/2013 11/6/2012 11/16/2011 10/20/2010 3311/3/3% vests each year for three years from date of grant 10/20/2012, 10/20/ 11/16/2013, 11/16/2014 10/18/2012 331/3% vests each year for three years from date of 11/16/2011 10/18/2013, 10/18/2014, 10/18/2015 (3) Based on the closing price of our Common Stock as of December 31, 2012 of $56.46, as reported on the New York Stock Exchange. (4) The vesting schedules for RSU and PRSU awards are as follows: Grant Date RSU Vesting Schedule Remaining Vesting Dates 10/20/2010 3311/3/3% vests each year for three years from date of grant 10/20/2013 11/16/2012, 11/16/2013, 11/16/2014 (3) Based on the closing price of our Common Stock as of December 31, 2011 of $49.19, as reported on the New York Stock Exchange. Table of Contents (4) The vesting schedules for RSU and PRSU awards are as follows: Grant Date Vesting Schedule Remaining Vesting Dates 11/16/2011 11/6/2009 3311/3/3% vests each year for three years from date of grant 11/6/2012 16/2013 11/16/2014 10/18/2012 1/1/2010 vests in three years from date of grant (performance-based) 1/1/2013 10/20/2010 3311/3/3% vests each year for three years from effective date of grant 1/1/2013, 1/1/2014 1/1/2011 vests in three years from date of grant (performance-based) 1/1/2014 11/16/2011 331/3% vests each year for three years from date of grant 1/1/2013, 1/1/ 01/01/2014 1/1/01/01/2015 01/01/2016 Grant Date PRSU Vesting Schedule Remaining Vesting Dates 1/1/2010 Vests in three years from date of grant (performance-based) 01/01/2013 1/1/2011 Vests in three years from date of grant (performance-based) 12/31/2013 1/1/2012 Vests in three years from date of grant (performance-based) 12/31/2014 CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   55 Back to Contents Option Exercises and Stock Vested The following table provides additional information about the value realized by the persons named in the Summary Compensation Table above on option exercises and stock award vesting during the year ended December 31, 2011.2012.                                   Option Awards   Stock Awards         Name   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($)         Jack B. Moore     75,000   1,752,332   53,340   2,751,738         Charles M. Sledge     61,667   2,258,180   16,934      873,636         John D. Carne   127,333   2,989,462   23,837   1,227,571         William C. Lemmer   127,954   3,680,023   20,736   1,067,241         James E. Wright     18,334      357,288   15,836      814,140     Name Option Awards   Stock Awards Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) Jack B. Moore 100,772 2,419,130   17,000 865,645 Charles M. Sledge 28,849 1,073,183   5,563 289,900 John D. Carne 2,100 35,931   6,667 339,715 William C. Lemmer 0 0   5,683 289,900 James E. Wright 54,999 1,293,215   4,600 234,509 Pension Benefits Table The following table discloses the years of credited service, and the actuarial present value of the accumulated pension benefits as of December 31, 2011,2012, of our only NEO with a separate pension benefit. Please see Footnote 8 to the Summary Compensation Table on page 51 for more information on why one of our NEOs is entitled to a pension. Name Plan name Number of years of credited service Present Value of Accumulated Benefit ($) Payments During Last Fiscal Year ($) John D. Carne UK Retirement Plan 12 720,871 (1) 0 (1) Converted to US dollars from British pounds as of December 31, 2012 using exchange rate of 1.6255.                       Name   Plan name   Number of years of credited service   Present Value of Accumulated Benefit ($)   Payments During Last Fiscal Year ($)         John D. Carne   UK Retirement Plan   11   667,234(1)   0     (1) Converted CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   56 Back to US dollars from UK pounds as of December 30, 2011 using exchange rate of 1.5547. Contents Table of Contents Nonqualified Deferred Compensation Under our Deferred Compensation Plan, a participant can defer up to 20% of his/her base salary and up to 75% of his/her annual incentive bonus each year. The Company makes matching contributions under the Deferred Compensation Plan on behalf of each participant in an amount equal to 100% of the amount deferred up to the first six percent (6%) of the excess, if any, of a participant's "qualifiedparticipant’s “qualified compensation,"” as defined under the Deferred Compensation Plan, over the compensation limit applicable under Section 401(a)(17) of the Code. Both the participant deferrals and matching contributions are fully vested at all times. In addition, each year the Company makes retirement contributions under the Deferred Compensation Plan in an amount equal to the amount it makes under our Retirement Savings Plan. These retirement contributions become vested under the Deferred Compensation Plan after three years of service. The Deferred Compensation Plan is funded by means of a rabbi trust to allow participants to make investment choices similar to those available under the Company'sCompany’s Retirement Savings Plan. Participants are not permitted to make withdrawals from the Deferred Compensation Plan prior to their termination of employment. Upon a participant'sparticipant’s termination of employment, the participant'sparticipant’s vested benefits may, at the option of the participant, be distributed in a single lump-sum payment or in annual installments between two and five years. If the participant is a "Specified Employee"“Specified Employee” as defined in the Deferred Compensation Plan, however, payment of his or her lump-sum or first installment will be delayed for six months. The following table discloses contributions, earnings, withdrawals or distributions and balances of each of our CEO, Chief Financial Officer and other NEOs under our Nonqualified Deferred Compensation Plan during 2011.2012. The amounts set out in this table are included in payments reported in the Summary Compensation Table. Name Executive Contributions in Last Fiscal Year ($) Registrant Contributions in Last Fiscal Year ($)(1) Aggregate Earnings/Losses in Last Fiscal Year ($) Aggregate Withdrawals/Distributions ($) Aggregate Balance at December 31, 2012 ($)(1) Jack B. Moore 93,143 139,861 164,947 0 1,676,408 Charles M. Sledge 40,928 52,701 110,402 0 878,081 John D. Carne 53,885 71,564 138,322 0 1,430,857 William C. Lemmer 59,680 42,741 229,577 0 1,763,659 James E. Wright 37,120 46,341 37,395 0 478.400 (1) These amounts are composed of retirement contributions and match contributions earned under the Nonqualified Deferred Compensation Plan during 2012:   Name Company Retirement Contributions to NQ DC Plan ($) Company Match Contributions to NQ DC Plan ($)     Jack B. Moore 46,718 93,143   Charles M. Sledge 17,567 35,134 John D. Carne 23,316 48,248 William C. Lemmer 14,247 28,494 James E. Wright 15,447 30,894               Name   Executive Contributions in Last Fiscal Year ($)   Registrant Contributions in Last Fiscal Year ($)(1)   Aggregate Earnings/Losses in Last Fiscal Year ($)   Aggregate Withdrawals/ Distributions ($)   Aggregate Balance at December 31, 2011 ($)(1)         Jack B. Moore   93,653   157,203   (11,280)   0   1,278,458         Charles M. Sledge   50,400     70,178   (32,520)   0      674,051         John D. Carne   66,108     87,726     91,922     0   1,239,086         William C. Lemmer   86,331     57,628   (31,733)   0   1,431,662         James E. Wright   19,618     34,706     7,518     0      357,544     (1) These amounts are composed of retirement contributions and match contributions earned under the Nonqualified Deferred Compensation Plan during 2011: CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   57                       Name       Company Retirement Contributions to NQ DC Plan ($)       Company Match Contributions to NQ DC Plan ($)         Jack B. Moore         63,550         93,653         Charles M. Sledge         23,408         46,770         John D. Carne         29,242         58,484         William C. Lemmer         19,209         38,419         James E. Wright         15,088         19,618     Back to Contents Potential Payments upon Termination or Change in Control The following describes potential payments that would be made to our NEOs under our plans and arrangements in the event of termination or a change in control. Table of Contents Resignation or Retirement Our executive officers, as well as our more highly compensated employees, will be entitled to payment of their account balances under both our 401(k) Plan, as well as our Nonqualified Deferred Compensation Plan, following termination for any reason. These plans are more fully described in the discussion of "Benefits,“Benefits, Retirement Programs and Perquisites"Perquisites” on pages 44-45page 48 of this Proxy Statement and the balances of the NEOs in our nonqualified plans are set out in the "Nonqualified“Nonqualified Deferred Compensation"Compensation” table on page 53.57. Our executive officers, as well as any other employees with an outstanding award under our 2005 Equity Incentive Plan, if 60 years of age or older, are entitled following termination for any reason other than cause, unless they violate the one-year non-compete provision in our award agreements, to continued vesting of RSUs and performance awardsPRSUs and to an extended exercisability period for stock options, and, if 65 years of age or older, to continued vesting of stock options as well as RSUs and performance awardsPRSUs and to exercisability during the full life of their stock options. This plan is described in detail in "Long-Term Incentives"“Long-Term Incentives” of the Compensation Discussion and Analysis on pages 42-44.46-48. We do not have a supplemental executive retirement plan, or SERP, nor do we provide any continuing perquisite or health care benefits. Payments Under Executive Severance Policy As discussed in the Compensation Discussion and Analysis,CD&A, we have an Executive Severance Policy under which all of the NEOs would be entitled to 12 months'months’ salary continuation were they to be terminated by the Company for reasons other than cause, death, disability or retirement. They would also be entitled to a pro-rata position of any annual incentive award earned reduced pro rata by that portion ofduring the year post termination, under the terms of the incentive plan, the MICP.prior to termination. The following are the payments that would have been made to the NEOs if their employment had been involuntarily terminated on December 31, 2011.2012. Name Salary Continuation ($) Earned MICP ($) Total ($) Jack B. Moore 1,125,000 1,763,428 2,888,428 Charles M. Sledge 580,000 590,894 1,170,894 John D. Carne 700,000 809,105 1,509,105 William C. Lemmer 520,000 496,702 1,016,702 James E. Wright 435,000 422,125 857,125               Name       Salary Continuation($)       Earned MICP ($)       Total ($)         Jack B. Moore         1,065,500         697,135         1,762,635         Charles M. Sledge            541,500         265,185            806,685         John D. Carne            656,500         365,006         1,021,506         William C. Lemmer            494,800         211,192            705,992         James E. Wright            421,500         333,275            754,775     Payment Upon Change in Control with Continued Employment In the event of a change in control that did not result in termination, all recipients of awards under our long-term incentive plan which includes our NEOs,made prior to those approved in October 2012 would be entitled to the accelerated vesting of stock options, RSUs and PRSUs pursuant to the terms of their award agreements. Awards approved in October 2012 are subject to a “double trigger.” The intent of the Committee is to have all awards from October 2012 forward be subject to a “double trigger” and the definition of change in control in the award agreements is the same as the definition of change in control in our change-in-control agreements, a discussion of which can be found in the next section on pages 55-57,page 59, except that a change in control resulting from a merger or consolidation as defined in part (iii) of the definition does not occur unless the Company'sCompany’s stockholders own less than 50% of the outstanding voting securities of the surviving or resulting corporation or entity. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   58 Table ofBack to Contents The following table sets out the value of this acceleration that would occur in the event of a change in control under the terms of our long-term incentive awards. Name Stock Options ($)(1) Vesting of Outstanding Awards Restricted and Performance Restricted Stock Units  ($)(2) Total ($) Jack B. Moore 2,115,842 11,862,980 13,978,822 Charles M. Sledge 669,935 4,179,226 4,849,161 John D. Carne 785,640 4,382,482 5,168,122 William C. Lemmer 645,470 3,940,795 4,586,265 James E. Wright 520,976 2,975,781 3,496,757 (1) The value of these awards shown is their intrinsic value, which is the regular in-the-money value of unvested awards, based on our December 31, 2012, closing share price. (2) The value of these awards shown is their face value, which is the current fair market value of unvested restricted stock units, based on our December 31, 2012, closing share price of $56.46.                                               Vesting of Outstanding Awards         Name       Stock Options ($)(1)       Restricted and Performance Restricted Stock Units ($)(2)       Total ($)         Jack B. Moore       1,936,794       7,412,884       9,349,678         Charles M. Sledge          630,528       2,464,911       3,095,439         John D. Carne          750,547       2,853,020       3,603,567         William C. Lemmer          630,528       2,426,494       3,057,022         James E. Wright          530,328       2,004,493       2,534,821     (1) The value of these awards shown is their intrinsic value, which is the regular in-the-money value of unvested awards, based on our December 31, 2011, closing share price. (2) The value of these awards shown is their face value, which is the current fair market value of unvested restricted stock units, based on our December 31, 2011, closing share price. Payments Upon Termination in Conjunction with Change in Control As discussed in the Compensation Discussion and Analysis,CD&A, we have change-in-control agreements with Messrs. Moore, Sledge, Carne, Lemmer and Wright, as well as with sixfive other executive officers. The change-in-control agreements entitle the executive, if the executive is discharged without "cause"“cause” or resigns for "good reason"“good reason” in conjunction with or within two years of a "change“change in control,"” to a payment equal to three times: (i) base salary; (ii) the higher of the officer'sofficer’s target annual incentive award for the year of termination or highest such award earned by the officer during any of the past three years; and (iii) the value of annual benefits and perquisites. It also entitles the executive to accelerated vesting of options granted under the Company'sCompany’s long-term incentive plans and, in the event of a tender offer, the right to tender his or her shares of Common Stock to the Company, including those acquired by the exercise of stock options following an accelerated vesting, in proportion to the total number of shares actually tendered and at the tender offer price or fair market value of any exchanged security. The Agreements entered into prior to 2009 provided that if any payments made under the agreement would cause the executive to be subject to an excise tax because the payment is a "parachute payment"“parachute payment” (as defined in the Internal Revenue Code), then the Company will pay the executive an excise tax premium in a sufficient amount to make the executive whole with respect to any additional tax that would not have been payable but for the excise tax provision. While the Company had agreed to provide a "tax gross-up"“tax gross-up” in pre-2009 agreements because it determined the appropriateness of the amount of the severance payment to be received by the terminated executive net of any special or additional excise taxes, the Compensation Committee has discontinued this feature for any agreements amended or entered into since 2009. Table of Contents "Cause"“Cause” means (i) a conviction by a court of competent jurisdiction, from which no further appeal can be taken, of a felony grade crime involving moral turpitude, or (ii) a willful failure to perform substantially one'sone’s duties with the Company (other than a failure due to physical or mental illness) which is materially and demonstrably injurious to the Company. No act or failure to act on anyone'sanyone’s part shall be considered "willful"“willful” unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. "“Good reason"reason” for termination includes any of the following events that occur without the executive officer'sofficer’s consent: a change in status, title(s) or position(s) as an officer of the Company that is not a promotion; a reduction in base salary; termination of participation in an ongoing compensation plan; relocation; failure of a successor of the Company to assume the objectives under the agreement; termination by the Company other than for cause; prohibition from engaging in outside activities permitted by the agreement; or any continuing material default by the Company in the performance of its obligations under the agreement. A "change“change in control"control” of the Company will occur, for purposes of this agreement, if (i) any person is or becomes the "beneficial owner"“beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company'sCompany’s outstanding voting securities, other than through the purchase of voting securities directly from the Company through a private placement; (ii) the current members of the Board, or subsequent members approved by two-thirds of the current members, no longer comprise a majority of the Board; (iii) the Company is merged or consolidated with another corporation or entity and the Company'sCompany’s stockholders own less than 70% of the outstanding voting securities of the surviving or resulting corporation or entity; (iv) the Company is merged or consolidated with another corporation or entity and the consideration paid is part or all cash equivalent in value equal to 31% or more of the outstanding voting securities of the Company; (v) a tender offer or exchange offer is made and consummated by a person other than the Company for the ownership of 20% or more of the Company'sCompany’s voting securities; or (vi) there has been a disposition of all or substantially all of the Company'sCompany’s assets. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   59 Back to Contents The following table sets out the payments that would be made in the event any of the NEOs had been terminated on December 31, 2011,2012, as a result of a change in control of the Company, for reasons other than cause, death, disability or retirement, or if the officer terminated for "good“good reason,"” based on the assumptions set out below. Name Cash Severance Payment Benefits/Perquisites(1) Accelerated Vesting of Outstanding Awards Total Stock Options(2) Restricted Share Units(3) Performance Stock Units(4) Excise Tax Gross-Up Payment Jack B. Moore $ 8,665,668 $ 82,854 $ 2,115,842 $ 7,101,765 $ 4,761,215 0 $ 22,727,344 Charles M. Sledge $ 4,527,492 $ 69,255 $ 669,935 $ 2,681,850 $ 1,497,376 0 $ 9,445,908 John D. Carne $ 3,512,811 $ 77,889 $ 785,640 $ 2,673,720 $ 1,708,762 0 $ 8,758,822 William C. Lemmer $ 3,050,214 $ 35,910 $ 645,470 $ 2,537,030 $ 1,403,765 0 $ 7,672,389 James E. Wright $ 2,571,543 $ 80,025 $ 520,976 $ 1,863,406 $ 1,112,375 0 $ 6,148,325 (1) Value of benefits/perquisite continuation would be paid out in cash at time of termination. (2) Intrinsic value of unvested options based on 12/31/12 closing share price of $56.46. (3) Value of unvested restricted stock units based on 12/31/12 closing share price. (4) Value of unearned PRSUs (assuming paid out at 100% of target) based on 12/31/12 closing share price. Assumptions: 1. Change in control assumed to have occurred 12/31/12. 2. All executives terminated on change in control date. 3. Share price on date of change in control equal to 12/31/12 closing price of $56.46. 4. Base amount calculations based on taxable income for years 2007-2011 and annualized for the year in which executive commenced employment or was first subject to US income tax. 5. Table of Contents                                           Accelerated Vesting of Outstanding Awards         Name   Cash Severance Payment   Benefits/ Perquisites(1)   Stock Options(2)   Restricted Share Units(3)   Total   Jack B. Moore   $8,596,500   $65,724   $1,936,794   $7,412,884   $18,011,902   Charles M. Sledge   $3,379,500   $58,671   $   630,528   $2,464,911   $  6,533,610   John D. Carne   $4,075,500   $66,759   $   750,547   $2,853,020   $  7,745,826   William C. Lemmer   $3,122,400   $36,030   $   630,528   $2,426,494   $  6,215,452   James E. Wright   $2,356,515   $63,135   $   530,328   $2,004,493   $  4,954,471 (1) Value of benefits/perquisite continuation would be paid out in cash at time of termination. (2) Intrinsic value of unvested options based on 12/31/11 closing share price of $49.19. (3) Value of unvested restricted stock units (including PSUs earned for 2011 performance) based on 12/31/11 closing share price. Assumptions: 1. Change in control assumed to have occurred 12/31/2011. 2. All executives terminated on change in control date. 3. Share price on date of change in control equal to 12/31/2011 closing price of $49.19. 4. Base amount calculations based on taxable income for years 2005 - 2010 and annualized for the year in which executive commenced employment or was first subject to US income tax. 5. All executives subject to maximum federal (35%), Medicare (1.45%) and excise taxes (20%) for a total effective tax rate of 56.45%. 6. PRSUs granted on 1/1/11 and 1/1/12 assumed to have been paid out at 100% of target upon change in control. 7. All unvested stock options and RSUs vested upon change in control and termination. 8. Parachute value attributable to unvested stock options for calculation of excise tax gross-up calculated using a Black-Scholes model with following inputs: (a) actual exercise price of each option (b) fair value of $56.46 per share (c) volatility of 35.0% (d) expected term of 2.5 years (e) risk-free rate of 0.46% 9. Any bonuses paid for 2012 performance are considered to have been earned for services rendered, and not considered parachute payments for calculation of excise tax gross-up. 10. Salary for purposes of severance calculation assumed to be equal to annual rates effective 12/31/12. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   60 Back to Contents PROPOSAL 4    PROPOSAL TO APPROVE AN AMENDED AND RESTATED EQUITY INCENTIVE PLAN At the 2005 Annual Meeting, stockholders approved the 2005 Equity Incentive Plan (“2005 Plan”) and excise taxes (20%), for a total effective tax rate of 56.45%. 6. PSUs granted on 1/1/11 assumedat the 2006 and 2009 Annual Meetings, the stockholders approved amendments to have been earned forincrease the authorized shares available under the 2005 Plan. At the Annual Meeting in 2011, service prior to termination (at 100% of target), but still subject to time-based vesting conditions as of termination date. 7. All unvested stock options and RSUs vested upon change in control. 8. Parachute value attributable to unvested stock options for calculation of excise tax gross-up calculated using a Black-Scholes model with the following inputs: (a) actual exercise price of each option (b) fair value of $49.19 per share (c) volatility of 42.6% (d) expected term of 2.8 years (e) risk-free rate of 0.38% 9. Any bonuses paid for 2011 performance are considered to have been earned for services rendered, and not considered parachute payments for calculation of excise tax gross-up. 10. Salary for purposes of severance calculation assumed to be equal to annual rates effective 12/31/11. Table of Contents PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS — Proposal Number 4 on the Proxy Card The Board of Directors has approved and recommends your approval of an amendment was approved by shareholders to ourincrease the option term from seven to ten years and the 2005 Plan was Amended and Restated Certificateto include amendments since 2009. As of Incorporation that would provideDecember 31, 2012, there were 2,242,718 shares remaining available for future grants under the declassification of the Board. Our Board of Directors is currently divided into three classes and members of each class are elected to serve for staggered three-year terms. If the amendment is adopted, directors elected prior to the filing of the amendment with the Secretary of State of the State of Delaware (including directors elected at the 2012 Annual Meeting) will complete their three-year terms and, thereafter, our directors elected to fill expiring terms would be elected to one-year terms. Therefore, beginning with the 2014 Annual Meeting, a majority of the directors would be subject to annual election and beginning with the 2015 Annual Meeting, the declassification of the Board would be complete and all directors would be subject to annual election. In approving the amendment, the Nominating and Governance2005 Plan. The Compensation Committee and the Board considered carefullyitself consider this number to be inadequate going forward to achieve the advantagesstated purpose of the 2005 Plan; namely, to promote the long-term financial interests of the Company by: providing performance-based equity opportunities to executives; encouraging directors, officers and employees of the Company to acquire an ownership position in the Company; enhancing the ability of the Company to attract and retain directors, officers and key employees of outstanding ability; and providing directors, officers and key employees with an interest in the Company aligned with that of the Company’s stockholders. The following table sets forth certain information about the 2005 Plan as of December 31, 2012: Number of shares authorized for future grant under the 2005 Plan after stockholder approval(1) 2,242,718 Number of shares relating to outstanding stock options under the 2005 Plan 4,769,643 Number of shares outstanding relating to restricted stock unit, performance unit and performance share awards under the 2005 Plan(1) 1,713,507 Weighted average remaining term of outstanding options 5.02 Weighted average exercise price of outstanding options 42.94 (1) Of the total 1,713,507 outstanding shares reflected in this row, 345,369 of such shares relate to outstanding performance awards at December 31, 2012 As a result, the Board approved, and stockholders are being asked to approve, an amended and restated Equity Incentive Plan (the “Equity Incentive Plan” or “Plan”), the text of which is provided as Appendix A to this Proxy Statement, which would authorize 13,000,000 shares in addition to the 2,242,718 shares remaining available for grant under the 2005 Plan for a total of 15,242,718 shares authorized under the Equity Incentive Plan, subject to adjustment under Section 12.2 of the Plan. The Equity Incentive Plan provides that awards made on or after January 1, 2013, will be made under the Equity Incentive Plan, if approved by stockholders, and the shares subject to these awards will be charged against the shares authorized for the Plan in the amount of one (1) share for every one (1) share that was subject to an option or SAR (as defined below) and one and seventy-nine hundredths (1.79) shares for every one share that was subject to an award other than an option or SAR. Grants of PRSUs and RSUs were made on January 1, 2013, reducing the remaining number of shares available for future grants under the 2005 Plan from 2,242,718 to 1,275,344, thereby reducing the authorized shares of the Plan available for future grants to 14,275,344. The Equity Incentive Plan shall be effective on the date of stockholder approval and the term of the Equity Incentive Plan will be ten years from such effective date. The Equity Incentive Plan provides for long-term compensation and incentive opportunities for directors, executives and key employees of the Company and its subsidiaries. The Board believes that the future success of the Company is dependent upon the quality and continuity of management, and that compensation programs such as stock options and restricted and deferred stock grants are important in attracting and retaining individuals of superior ability and in motivating their efforts on behalf of the Company. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   61 Back to Contents Significant Amendments The following lists the more significant differences between the 2005 Plan and the new Plan: • Expanded list of performance criteria in Section 10.2; • Simplified and updated the calculation of Shares under the Plan that are no longer available by reason of grants of awards to reflect current practices, including preferences of rights groups and proxy advisers; • Deleted minimum vesting provisions for awards from the Plan document, as they will be included in the award agreements: --provided that awards shall be charged against, or added back to, the shares authorized for the Plan in the amount of one (1) share for every one (1) share that was subject to an option or SAR and one and seventy-nine hundredths (1.79) shares for every one share that was subject to an award other than an option or SAR; --Added provisions providing for the automatic extension of an option or a SAR if exercise of such option or SAR is prohibited by law or by the Company’s insider trading policy; --Added provisions providing for the automatic exercise of an option or a SAR on a net exercise basis on the last day of such option’s or SAR’s term if the exercise price is less than the fair market value of the option or SAR; • Added an annual limitation of $500,000 per person on awards to nonemployee directors as a result of a recent Delaware Court decision questioning the validity of a plan with no limit; • Updated Section 162(m) limits on annual grants to employees setting them at 1.5 million options or stock appreciation rights, 1.5 million restricted stock and/or units and share based performance awards, and $5 million of cash awards; • Eliminated references to change of control as the definition and any impact of a change of control will be included in the award agreements; • Added a provision subjecting all awards to the clawback policy by the Company in effect at the time of a clawback; and • Added a provision for the indemnification of directors and officers with respect to actions taken under the Plan. Description of the Plan The following summary describes briefly the principal features of the Equity Incentive Plan, and is qualified in its entirety by reference to the full text of the Plan, which is provided as Appendix A to this Proxy Statement. General Terms The purpose of the Equity Incentive Plan is to promote the long-term financial interests of the Company, including its growth and performance, by: providing performance-based equity opportunities to executives; encouraging directors, officers and key employees of the Company and its subsidiaries and divisions to acquire an ownership position in the Company; enhancing the ability of the Company to attract and retain directors, officers and key employees of outstanding ability; and providing directors, officers and key employees with an interest in the Company aligned with that of the Company’s stockholders. It is not possible to determine at this time the number of shares of Common Stock covered by options or other awards that may be granted in the future under the Plan to any employee. Administration The Equity Incentive Plan is administered by the Compensation Committee, which is and will be composed of independent directors of the Company. Subject to the provisions of the Plan, the Committee has the authority to select the participants who will receive the awards, to determine the type and terms of the awards to be granted, and to interpret and administer the Plan. The Compensation Committee may delegate to the Board or any other committee of the Board the responsibility for the foregoing for non-director and non-officer grants to the extent any such delegation is not inconsistent with applicable laws or regulations. Eligibility for Participation Employees and non-employee directors of the Company, its subsidiaries, groups and divisions are eligible to receive awards under the Equity Incentive Plan. Term of the Plan The Equity Incentive Plan shall be effective on the date of stockholder approval and will terminate ten years from such effective date, after which time no additional awards may be made or options granted under the Plan. In the event that approval of the stockholders is not obtained, the Plan will be null and void and the 2005 Plan as in effect on December 31, 2012 shall continue in accordance with its terms. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   62 Back to Contents Shares Authorized for Issuance Subject to the Plan’s approval by the stockholders and further adjustment under Section 12.2 of the Plan, on or after January 1, 2013, a total of 15,242,718 shares shall be authorized for grant under the Plan.The shares are in a “fungible pool.” Shares subject to Options or Share Appreciation Rights (“SARs”) are counted against this limit as one (1) share for every one (1) share granted, and any shares subject to any other type of award are counted against this limit as one and seventy-nine hundredths (1.79) shares for every one (1) share granted. If (i) any shares subject to an award are forfeited, an award expires or an award is settled for cash (in whole or in part), or (ii) after December 31, 2012, any shares subject to an award under any the 2005 Plan or any prior plan (collectively, the “Prior Plans”) are forfeited, an award under any Prior Plan expires or is settled for cash (in whole or in part), then in each such case the shares subject to such award or award under any Prior Plan shall, to the extent of such forfeiture, expiration or cash settlement, again be available for awards under the Plan, in accordance with Section 3.1(d) of the Plan. Any such shares that again become available for grant pursuant to the foregoing shall be added back as (i) one (1) share for every one (1) share subject to options or SARs granted under the Plan or options or stock appreciation rights granted under any Prior Plan, and (ii) as one and seventy-nine hundredths (1.79) shares for every one (1) share subject to awards other than options or SARs granted under the Plan or awards other than options or stock appreciation rights granted under any Prior Plan.. The following shares will not be available for grant under the Equity Incentive Plan: shares tendered or withheld to pay the exercise price of an option, shares tendered or withheld to satisfy tax withholding obligations with respect to options/SARs under the Plan, shares repurchased by the Company with option proceeds and shares subject to an SAR that are not issued in connection with the stock settlement of an SAR. Awards granted or shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by or combined with the Company or a subsidiary shall not reduce the shares authorized for grant under the Plan or authorized for grant to a person in any calendar year. If a company acquired by or combined with the Company or a subsidiary has shares available under a pre-existing plan, such shares may be used for awards under the Plan and shall not reduce the shares authorized for grant under the Plan. No participant may be granted options or SARs during any calendar year with respect to more than 1,500,000 shares, or Restricted Stock, Performance Shares (as defined below), Performance Units (as defined below) and/or Stock Unit Awards that are denominated in shares in any calendar year with respect to more than 1,500,000 shares, or cash awards payable to any participant in any calendar year valued at more than $5,000,000. The aggregate fair value of awards to a non-employee director in any calendar year shall not exceed $500,000. Types of Awards The Equity Incentive Plan permits the granting of any or all of the following types of awards (“Awards”): (i) stock options, including incentive stock options; (ii) stock appreciation rights or SARs; (iii) performance awards; (iv) restricted stock; and (v) stock-based awards in the form of share units, such as RSUs, PRSUs and deferred stock units. It also permits the granting of performance units payable only in cash. Stock Options and SARs Options granted under the Equity Incentive Plan may be either incentive stock options or non-qualified stock options, or a combination thereof. An option is exercisable in whole or in such installments and at such times and upon such terms as may be determined by the Compensation Committee; provided, however, that no stock option is exercisable more than ten years after the date of grant; provided, however, that if an option would expire when trading in shares is prohibited by law or by the Company’s insider trading policy, such award may provide for the automatic extension of the option term to the 30th day after the expiration of such prohibition. The option exercise price may not be less than the “fair market value” on the date of the stock options’ grant. The fair market value is the per share closing price of Common Stock on the applicable date, and if not a trading date, the closing price for the preceding day on which sales of Common Stock were made. Upon exercise, a participant may pay the option exercise price of a stock option in cash (or equivalents), shares of Common Stock, SARs or a combination of the foregoing, or such other consideration as the Compensation Committee may deem appropriate. An option shall automatically exercise on a net exercise basis on the last day of such option’s term if the exercise price is less than the fair market value of the option. Options may be incentive stock options under the Code and 15,242,718 shares may be awarded as incentive stock options. Awards may be granted in the form of SARs. SARs entitle the recipient to receive a payment, in cash or shares of Common Stock or a combination of both, classifiedequal to the appreciation in market value of a stated number of shares of Common Stock from the price stated in the award agreement to the fair market value on the date of exercise or surrender. The price stated in the award agreement may not be less than the fair market value on the date of the SARs grant, except that if an SAR is granted retroactively in tandem with or in substitution for a stock option, the designated fair market value set forth in the award agreement will not be less than the fair market value of the share for such tandem or replaced stock option. An SAR may be granted in tandem with all or a portion of a related stock option under the Plan (“Tandem SARs”), or may be granted separately (“Freestanding SARs”). A Tandem SAR may be granted either at the time of the grant of the related stock option or at any time thereafter during the term of the stock option. A Tandem SAR is exercisable to the extent, and declassified boards.only to the extent, that the related stock option is exercisable. Upon exercise of a Tandem SAR as to some or all of the shares covered in an Award, the related stock option will be cancelled automatically to the extent of the number of SARs exercised, and such shares will not thereafter be eligible for grant. A classified boardFreestanding SAR generally has the same terms and conditions as an option, including an exercise price on the date of directors provides continuitygrant of not less than the fair market value and stabilitya term no longer than 10 years; provided, however, that if a Freestanding SAR would expire when trading in pursuingshares is prohibited by law or by the Company'sCompany’s insider trading policy, such award may provide for the automatic extension of the Freestanding SAR’s term to the 30th day after the expiration of such prohibition. A Freestanding SAR shall automatically exercise on a net exercise basis on the last day of such Freestanding SAR’s term if the exercise price is less than the fair market value of the Freestanding SAR. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   63 Back to Contents Performance Awards Awards may be granted in the form of shares of Common Stock that are earned only after the attainment of predetermined performance goals during a performance period as established by the Compensation Committee (“Performance Shares”) or in the form of performance awards payable in cash (“Performance Units”). The Compensation Committee may grant an Award of Performance Shares or Performance Units to participants. A performance target will be established for each performance period. At the end of the performance period, the Performance Shares or Performance Units, as the case may be, will be converted into Common Stock (or cash or a combination of Common Stock and cash, as determined by the award agreement) and distributed to participants based upon such entitlement. Performance criteria intended to qualify under Section 162(m) of the Internal Revenue Code used in performance goals governing Performance Share and Performance Unit Awards to executive officers may include any or all of the following: revenues; booking of orders; earnings, or some derivative thereof such as earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA), or earnings per share; operating income; pre- or after-tax income; cash flow; net earnings; return on equity (ROE); return on capital (including return on total capital or return on invested capital); return on assets or net assets; economic value added (EVA) (or an equivalent metric); margins; share price performance; total shareholder return (TSR); improvement in or attainment of expense levels; safety performance; on-time delivery; and improvement in or attainment of working capital levels. Performance goals may be established on a corporate-wide basis with respect to one or more business strategiesunits, groups, divisions, product lines or subsidiaries; and policies,in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies. The performance goals established by the Compensation Committee for each Performance Share Award or Performance Unit Award will specify achievement targets with respect to each applicable performance criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). The Compensation Committee may provide in any such performance award that any evaluation of performance may include or exclude certain events that occur during a performance period including but not limited to: (i) amortization, depreciation or impairment of tangible or intangible assets, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other laws or provisions affecting reported results, (iv) accruals for reorganization and reinforcesrestructuring programs or reductions in force or early retirement programs, (v) any extraordinary non-recurring items that may be defined in an objective and non-discretionary manner under or by reference to U.S. Generally Accepted Accounting Principles, accounting standards or other applicable accounting standards in effect from time to time and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company's commitmentCompany’s annual report to stockholders for the applicable year, (vi) the sale of investments or non-core assets; (vii) discontinued operations, categories or segments; (viii) investments, acquisitions or dispositions; (ix) political, legal and other business interruptions (such as due to war, insurrection, riot, terrorism, confiscation, expropriation, nationalization, deprivation, seizure, and regulatory requirements); (x) natural catastrophes; (xi) currency fluctuations; (xii) stock based compensation expense; (xiii) stock repurchases; (xiv) early retirement of debt; (x v) conversion of convertible debt securities; and (xvi) termination of real estate leases. The Compensation Committee may provide that an award is subjection to the foregoing if such award is granted to a long-term perspective. Moreover, independent studies have concluded that a classified board increases“covered employee” at the Board's negotiating leverage when dealing with a potential acquirer. The Board is aware that many investors believe these advantages are outweighed by the inability of stockholders to evaluate and elect all directors on an annual basis, and that annual election of directors is the trend in corporate governance generally, and within the Fortune 500 in particular. The Board has concluded that at this stage in the Company's development it is appropriate to recommend this Proposal to our stockholders for their consideration. Approvalend of the amendment will resulttax year in Section A of Article SIXTH ofwhich the Certificate of Incorporation being amended in its entirety. A copy of Section A of Article SIXTHCompany may be able to claim a tax deduction for such award. The Compensation Committee shall have the power to impose restrictions on awards as it is proposed to be amended is attached to this proxy statement as APPENDIX A. If the proposed amendment is approved by our stockholders, the Board will also make conforming and technical changes to the Company's bylaws as may bedeem necessary or appropriate to phase outensure that such awards satisfy the classificationrequirements for performance based compensation within the meaning of Section 162(m) of the Board. IfCode. Restricted Stock Awards may be granted in the proposed amendmentform of restricted stock (“Restricted Stock Award”). Restricted Stock Awards may be awarded in such numbers and at such times as the Compensation Committee may determine. Restricted Stock Awards will be subject to such terms, conditions or restrictions as the Compensation Committee deems appropriate, including, but not limited to, restrictions on transferability, requirements of continued employment, individual performance or the financial performance of the Company. The period of vesting and the forfeiture restrictions will be established by the Compensation Committee at the time of grant. During the period in which any restricted shares of Common Stock are subject to forfeiture restrictions, the Compensation Committee may, in its discretion, grant to the participant to whom such restricted shares have been awarded all or any of the rights of a stockholder with respect to such shares, including, but not limited to, the right to vote such shares and to receive dividends provided, however, that any shares or any other property (other than cash) distributed as a dividend or otherwise with respect to any restricted share of Common Stock as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such restricted shares of Common Stock. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   64 Back to Contents Stock Unit Awards Awards of units having a value equal to an identical number of shares of Common Stock (“Stock Unit Awards”) may be granted to participants. Stock Unit Awards are also available as a form of payment of other awards granted under the Plan and other earned cash-based incentive compensation, primarily for deferral of vested stock-based grants. Stock Unit Awards may be paid in cash, shares of Common Stock, other property, or any combination thereof, in the sole discretion of the Compensation Committee at the time of payment. Clawbacks All awards shall be subject to any clawback policy adopted by the Company whether before or after the grant of such award. Dividends The Committee may provide (other than in connection with options or SARs) that awards may contain dividend or dividend equivalent rights. Repricing and Repurchasing The Board may not, without stockholder approval, authorize the repricing or repurchasing of options or SARs, including in exchange for cash or for other awards (other than in connection with the adjustment provisions of the Plan). Federal Income Tax Consequences The following is a general summary as of the date of this Proxy Statement of the United States federal income tax consequences associated with the grant of awards under the Plan. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon the individual’s circumstances. Also, this information may not be applicable to employees of foreign subsidiaries or to participants who are not residents of the United States. Participants are encouraged to seek the advice of a qualified tax advisor regarding the tax consequences of participation in the Plan. Non-statutory Stock Options. A participant receiving a stock option that is not approved,intended to qualify as an incentive stock option under Section 422 of the BoardCode and that has been issued with an exercise price not less than the fair market value of the Company’s Common Stock on the grant date (a “non-qualified stock option”) will remain classifiednot recognize income and the Company's bylawsCompany will not be revised.allowed a deduction at the time such an option is granted. When a participant exercises a non-qualified stock option, the difference between the option price and any higher market value of the stock on the date of exercise will be ordinary income to the participant and will be claimed as a deduction for federal income tax purposes by the Company. When a participant disposes of shares acquired by the exercise of the option, any amount received in excess of the fair market value of the shares on the date of exercise will be treated as short-term or long-term capital gain, depending upon whether the participant held the shares for more than one year following the exercise of the non-qualified stock option. If the amount received is less than the fair market value of the shares on the date of exercise, the loss will be treated as short-term or long-term capital loss, depending upon whether the participant held the shares for more than one year following the exercise of the option. Incentive Stock Options. Incentive stock options granted under the Plan are intended to meet the requirements of Section 422 of the Code for “incentive stock options.” A participant receiving a grant of incentive stock options will not recognize income and the Company will not be allowed a deduction at the time such an option is granted. When a participant exercises an incentive stock option while employed by the Company or its subsidiary or within the three-month (one year for disability) period after termination of employment, no ordinary income will be recognized by the participant at that time (and no deduction will be allowed to the Company) but the excess of the fair market value of the shares acquired by such exercise over the option price will be taken into account in determining the participant’s alternative minimum taxable income for purposes of the federal alternative minimum tax applicable to individuals. If the shares acquired upon exercise are not disposed of until more than two years after the date of grant and one year after the date of transfer of the shares to the participant (“statutory holding periods”), the excess of the sale proceeds over the aggregate option price of such shares will be long-term capital gain, and the Company will not be entitled to any federal income tax deduction. Except in the event of death, if the shares are disposed of prior to the expiration of the statutory holding periods (a “Disqualifying Disposition”), the excess of the fair market value of such shares at the time of exercise over the aggregate option price (but not more than the gain on the disposition if the disposition is a transaction on which a loss, if sustained, would be recognized) will be ordinary income at the time of such Disqualifying Disposition (and the Company or its subsidiary will be entitled to a federal tax deduction in a like amount), and the balance of the gain, if any, will be capital gain (short-term or long-term depending upon whether the participant held the shares for more than one year following the exercise of the option). To the extent that the aggregate fair market value of stock (determined on the date of grant) with respect to which incentive options become exercisable for the first time during any calendar year exceeds $100,000, such excess options will be treated as non-statutory options. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   65 Back to Contents Payment Using Shares. If a participant pays the exercise price of a non-qualified or incentive stock option with previously-owned shares of the Company’s Common Stock and the transaction is not a Disqualifying Disposition, the shares received equal to the number of shares surrendered are treated as having been received in a tax-free exchange. The shares received in excess of the number surrendered will not be taxable if an incentive stock option is being exercised, but will be taxable as ordinary income to the extent of their fair market value if a non-qualified stock option is being exercised. The participant does not recognize income and the Company receives no deduction as a result of the tax-free portion of the exchange transaction. If the use of previously acquired incentive stock option shares to pay the exercise price of another incentive stock option constitutes a Disqualifying Disposition, the tax results are as described in the preceding paragraph. The income treatment will apply to the shares disposed of, but will not affect the favorable tax treatment of the shares received. Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards. Unless a participant makes the election described below with respect to restricted stock granted under the Plan, a participant receiving a grant of SARs, restricted stock, restricted stock units or performance awards will not recognize income and the Company will not be allowed a deduction at the time such award is granted. While an award remains unvested or otherwise subject to a substantial risk of forfeiture, a participant will recognize compensation income equal to the amount of any dividends or dividend equivalents received and the Company will be allowed a deduction in a like amount. A participant will recognize income with respect to restricted stock when the restricted stock vests or otherwise ceases to be subject to a substantial risk of forfeiture and, with respect to SARs, restricted stock units or performance awards, when amounts are paid or provided to a participant in settlement of such awards. The amount of income recognition will be equal to the excess of the fair market value of the award on the applicable date of income recognition over the amount paid, if any, by the participant for the award, and the income will be compensation income to the participant and will be claimed as a deduction for federal income tax purposes by the Company. If shares are received in connection with an award, upon disposition of the shares received, the gain or loss recognized by the participant will be treated as capital gain or loss, and the capital gain or loss will be short-term or long-term depending upon whether the participant held the shares for more than one year following the vesting or cessation of the substantial risk of forfeiture. However, by filing a Section 83(b) election with the Internal Revenue Service within 30 days after the date of grant of restricted stock, a participant’s ordinary income and commencement of holding period and the deduction will be determined as of the date of grant. In such a case, the amount of ordinary income recognized by such a participant and deductible by the Company will be equal to the excess of the fair market value of the restricted stock award as of the date of grant over the amount paid, if any, by the participant for the award. If such election is made and a participant thereafter forfeits his award, no refund or deduction will be allowed for the amount previously included in such participant’s income. Certain Tax Code Limitations on Deductibility. Section 162(m) of the Code The Plan is designed to help the Company comply with the rules relating to its ability to deduct in full for federal income tax purposes the compensation recognized by its executive officers in connection with certain types of awards. Section 162(m) of the Internal Revenue Code (the “Code”) generally denies a corporate tax deduction for annual compensation exceeding $1 million paid to the principal executive officer or any of the three other most highly compensated executive officers of a publicly held company other than the principal financial officer. However, qualified performance-based compensation is excluded from this limit. To enable compensation in connection with stock options, stock appreciation rights, certain restricted stock and restricted stock unit awards, performance units, performance shares, performance cash, stock grants, stock units and dividend equivalent rights granted under the Plan that are intended to qualify as “performance-based” within the meaning of Section 162(m) of the Code, the stockholders are being asked to approve certain material terms of the Plan. By approving the Plan, the stockholders will be specifically approving, among other things: • the eligibility requirements for participation in the Plan; • the maximum numbers of shares for which stock-based awards may be granted to an employee in any fiscal year; • the maximum dollar amount that a participant may receive under a cash-based award for each fiscal year contained in the performance period; and • the performance criteria that may be used by the Compensation Committee to establish the performance goals applicable to the grant or vesting of awards other than stock options and stock appreciation rights that are intended to result in qualified performance-based compensation. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   66 Back to Contents While we believe that compensation provided by such awards under the Plan generally should be deductible by the Company for federal income tax purposes, under certain circumstances, such as a change in control of the Company, compensation paid in settlement of certain awards intended to qualify as performance-based may not actually qualify as performance-based. In addition, because the Compensation Committee does not believe that compensation decisions should be constrained necessarily by how much compensation is deductible, the Plan also authorizes the Compensation Committee to grant awards to executives which would not qualify as “performance-based” compensation under Section 162(m) of the Code. Section 162(m) (including a list of the performance criteria) is further discussed above under the heading Performance Awards. Code Section 409A. Code Section 409A generally provides that deferred compensation subject to Code Section 409A that does not meet the requirements for an exemption from Code Section 409A must satisfy specific requirements, both in operation and in form, regarding: (1) the timing of payment; (2) the election of deferrals; and (3) restrictions on the acceleration of payment. Failure to comply with Code Section 409A may result in the early taxation (plus interest) to the participant of deferred compensation and the imposition of a 20% penalty on the participant on the deferred amounts included in the participant’s income. We intend to structure awards under the Plan to be exempt from or comply with Code Section 409A. ERISA. The Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. The Plan is not qualified under Section 401(a) of the Code. Amendments and Modifications The Board may make no amendment or modification to the Equity Incentive Plan that, among other things, would increase the number of shares available for issue under the Plan, change those eligible to be participants under the Plan, expand the types of awards available under the Plan, extend the term of the Plan, change the method of determining the exercise price of options, or delete or limit any provisions of the Plan that prohibit the repricing of options or SARs without the approval of the stockholders of the Company. General The existence of outstanding awards shall not affect the Company’s ability to make or authorize any adjustments to the capital stock of the Company and any such adjustments shall adjust the number of shares available for grant under the Plan, the terms and conditions of any awards (including number of shares granted pursuant to any awards and exercise or other price determinations) and the limitations on individual grants. Subject to the exceptions set forth in Section 12.3 of the Plan, no award may be sold, assigned, transferred, pledged or otherwise encumbered. The Compensation Committee has the ability to determine if an award is subject to termination when the recipient of such award ceases to be an employee of the Company. The Compensation Committee shall be authorized to establish procedures providing for the deferral of the payment of an award. The Company may make payments pursuant to the Plan net of any applicable taxes. Awards may be made to employees who are foreign nationals or employed outside of the United States on terms and conditions different to those made to employees employed in the United States in order to reflect the difference in local law or tax policy. Equity Compensation Plan Information The following table provides information as of December 31, 2012 about shares of the Company’s common stock issuable under the equity compensation plans we maintain for our employees, consultants and directors: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by stockholders 6,483,150 31.59 2,242,718 Equity compensation plans not approved by stockholders – – – Total 6,483,150 31.59 2,242,718 (a) Includes 4,769,643 options and 1,713,507 restricted and deferred stock units. (b) The weighted average exercise price of options at December 31, 2012 was $42.94. Restricted and deferred stock units have no exercise price. (c) Shares remaining available for grant at December 31, 2012 under the Company’s Amended and Restated Equity Incentive Plan. The Board recommends that you vote "FOR"“FOR” the proposal to approve the amendment of the Company's Certificate of Incorporation to provide for the annual election of all directors. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO PROVIDE THAT THE COURT OF CHANCERY OF THE STATE OF DELAWARE BE THE EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS — Proposal Number 5 on the Proxy Card The Board of Directors has approved and recommends your approval of an amendment to the Company's Certificate of Incorporation to add a new Article which would provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim against the Company or any of its directors, officers or other employees alleging a violation of the Delaware General Corporation Law or the Company's Certificate of Incorporation or bylaws, or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine, except for any such action in which the Court of Chancery in the State of Delaware concludes that an indispensable party is not subject to the jurisdiction of the Delaware courts or any such action in which a federal court has assumed exclusive jurisdiction of a proceeding. Table of Contents The Company has been through the recent experience of being named a party in over 350 lawsuits all arising out of or related to the Deepwater Horizon incident. Fortunately, the Federal Rules of Civil Procedure allow for consolidation of related cases for the purposes of pleadings and discovery under the multi-district litigation (MDL) rules. These rules were adopted by Congress for the purpose of promoting economy and efficiency in the conduct of multiple lawsuits regarding the same matter. In addition, MDL proceedings provide judicial fairness and avoid conflicting results, as well as make the ability of a company to defend itself less disruptive and more economically feasible, principally by avoiding duplicative discovery. The Board is of the opinion that an exclusive forum provision for stockholder suits serves these same purposes. The Board is aware that certain proxy advisors, and even some institutional holders, take the view that they will not support an exclusive forum clause until the company requesting it can show it already has suffered material harm as a result of multiple stockholder suits filed in different jurisdictions regarding the same matter. The Board believes that it is more prudent to take preventive measuresbefore the Company and almost all of its stockholders are harmed by the increasing practice of the plaintiffs' bar to rush to file their own claims in their favorite jurisdictions, notafter. The Board believes that our stockholders will benefit from having intra-company disputes litigated in the Delaware Chancery Courts. Although some plaintiffs might prefer to litigate matters in a forum outside of Delaware because another court may be more convenient or viewed as being more favorable to them (among other reasons), the Board believes that the benefits to the Company and its non-filing stockholders outweigh these concerns. Delaware offers a system of specialized Chancery Courts to deal with corporate law questions, with streamlined procedures and processes which help provide relatively quick decisions. This accelerated schedule can limit the time, cost and uncertainty of litigation for all parties. These courts have developed considerable expertise in dealing with corporate law issues, as well as a substantial and influential body of case law construing Delaware's corporate law and long-standing precedent regarding corporate governance. This provides stockholders and the Company with more predictability regarding the outcome of intra-corporate disputes. In addition, adoption of this amendment would reduce the risk that the Company could be involved in duplicative litigation in more than one forum, as well as the risk that the outcome of cases in multiple forums could be inconsistent, even though each forum purports to follow Delaware law. This amendment gives the Board the flexibility to consent to an alternative forum in the appropriate instances. Approval of the amendment will result in a new Article FIFTEENTH being added to the Certificate of Incorporation, and the current Article FIFTEENTH being renumbered as Article SIXTEENTH. A copy of Article FIFTEENTH as it is proposed is attached to this Proxy Statement as APPENDIX B. The Board recommends that you vote "FOR" the proposal to approve the amendment of the Company's Certificate of Incorporation to provide that the Court of Chancery of the State of Delaware be the exclusive forum for certain legal actions. PROPOSAL TO RESTATE THE COMPANY'S CERTIFICATE OF INCORPORATION — Proposal Number 6 on the Proxy Card The Board has approved and recommends your approval of the restating of the Company's Certificate of Incorporation. The restatement would incorporate all amendments to the Certificate of Incorporation approved by stockholders since the original Certificate of Incorporation was filed in 1994 and the Company completed its spin-off from its former parent in 1995. This would include amendments approved at this meeting, as well as prior amendments such as those changing the Company's name and increasing the number of authorized common stock filed in 2006 and 2007, respectively. In addition, the obsolete sections on Series A and Series B Preferred Stock, which were eliminated in 2007 and 2009, respectively, will be removed. As currently constituted, the Certificate, including amendments, numbers 60 pages, and if Table of Contents restated would number 10 pages. A restatement would make it more understandable and more easily navigable for stockholders, investors and other stakeholders. It would also be more economical in time, cost and resources if it were restated. The Company does business in 52 countries through 210 subsidiaries and is required to provide a certified copy of its Certificate to governments, regulators, customers and others an average of 200 times a year. A restatement would help streamline this process and the decisions of governments, regulators and others make based on this document. The Board recommends that you vote "FOR" the proposal to approve a restatement of the Company's Certificate of IncorporationEquity Incentive Plan. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   67 Back to Contents OTHER BUSINESS The Board does not know of any business that will properly come before the Meeting other than that described above. If any other business should properly come before the Meeting, it is intended that the shares represented by proxies will be voted in accordance with the judgment of the persons named in the proxies. ADDITIONAL INFORMATION Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"“Exchange Act”) requires directors and executive officers of the Company, and persons who own more than ten percent of the Company'sCompany’s Common Stock, to file with the SEC and the New York Stock ExchangeNYSE initial reports of beneficial ownership on Form 3 and changes in such ownership on Forms 4 and 5. Based on its review of the copies of such reports, or written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that during 2011,2012, its directors, executive officers and stockholders with holdings greater than ten percent complied with all applicable filing requirements, with the exception of the following: 1) a transaction that was due to be reported on Form 4, Statement of Ownership of Securities, on December 7, 2011, was reported to the SEC on January 30, 2012, on a Form 5, Annual Statement of Changes in Beneficial Ownership of Securities, on behalf of David Ross; and 2) a transaction that was due to be reported on July 1, 2011, was reported on a Form 5 on February 13, 2012, on behalf of Douglas L. Foshee.requirements. Stockholder Proposals and Nominations for the 20132014 Annual Meeting In order for a stockholder to be eligible to submit a proposal or nomination to the 20132014 Annual Meeting, the stockholder must be a stockholder of record both when submitting the proposal or nomination and on the Record Date. If a stockholder wishes to submit a proposal for possible inclusion in the Company'sCompany’s proxy statement and form of proxy for the 20132014 annual meeting of stockholders, the notice must be in proper form and received at the principal executive offices of the Company no later than 5:30 p.m. CST on November 23, 2012.22, 2013. Such proposals when submitted must be in full compliance with applicable laws, including Rule 14a-8 of the Exchange Act and the rules and regulations promulgated thereunder. If a stockholder wishes to submit a proposal at the 20132014 annual meeting other than for inclusion in the Company'sCompany’s proxy statement and form of proxy for the 20132014 annual meeting of stockholders, according to the Company'sCompany’s Bylaws, the notice must be in proper form and received by the Corporate Secretary of the Company at its principal executive offices no earlier than February 3, 2013January 8, 2014 and no later than March 2, 2013.February 7, 2014. To be in proper written form, a stockholder'sstockholder’s notice of a proposal must set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, Table of Contents (ii) the name and record address of such stockholder, (iii) a description of the full economic interest of such stockholder in the Company which would include, but is not limited to, the class or series and number of shares of capital stock of the Company which are owned beneficially and of record by such stockholder, and whether such interest is subject to or the result of any short position, synthetic swap, or forward shares, (iv) an undertaking to provide an update on the information regarding economic interest required by the preceding part as of 10 days prior to the meeting and no later than 7 days prior to the meeting, (v) a description of all arrangements or understandings between the stockholder and any other person or persons (including their names) in connection with the proposal of such business by the stockholder and any material interest of the stockholder in such business, and (vi) an acknowledgement that such stockholder must appear in person at the annual meeting in order to bring such business before the meeting. If a stockholder wishes to submit a director nomination to the Nominating and Governance Committee for consideration as a Company director nominee, the stockholder should follow the procedures set out in "Corporate“Corporate Governance — Director Selection Process,"” on pages 6-7page 12 of this Proxy Statement. If a stockholder wishes to submit a director nomination to the stockholders in opposition to the Company director nominees for inclusion in the Company'sCompany’s proxy statement and form of proxy for the 20132014 annual meeting of stockholders, the notice must be in proper form and received at the Company'sCompany’s principal executive offices no later than 5:30 p.m. CST on November 23, 2012.22, 2013. If a stockholder wishes to submit such a nomination at the 20132014 annual meeting other than for inclusion in the Company proxy statement and form of proxy for the 20132014 annual meeting, according to the Company'sCompany’s Bylaws, the notice must be in proper form and be received by the Corporate Secretary of the Company at its principal executive offices no earlier than February 37 and no later than March 4, 2013.9, 2014. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   68 Back to Contents To be in proper written form, a stockholder'sstockholder’s notice of a director nomination must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially and of record by the person, and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder, (ii) a description of the full economic interest of such stockholder in the Company which would include, but is not limited to, the class or series and number of shares of capital stock of the Company which are owned beneficially and of record by such stockholder, and whether such interest is subject to or the result of any short position, synthetic swap, or forward shares, (iii) an undertaking to provide an update on the information regarding economic interest required by the preceding part as of 10 days prior to the meeting and no later than 7 days prior to the meeting, (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (v) an acknowledgement that such stockholder must appear in person at the annual meeting in order to nominate the persons named in its notice, and (vi) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. Solicitation of Proxies The Company has provided proxy materials to banks, brokers, and other financial fiduciaries and requested that such materials be promptly forwarded to the beneficial owners of Common Stock. The Company has retained Phoenix Advisory Partners to assist with the solicitation of proxies for a fee not to exceed $9,000, Table of Contents plus reimbursement for out-of-pocket expenses. In addition, solicitation of proxies may be made by directors, officers or employees of the Company.Company for no additional compensation. The cost of soliciting proxies and related services will be borne by the Company. Electronic Delivery of Proxy Statement and Annual Report Stockholders who received printed copies of the proxy materials can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. You can choose this option and save Cameron the cost of producing and mailing these documents, reduce the amount of mail you receive and help preserve environmental resources. You may sign up for this option by: • following the instructions provided on your proxy card; or • following the instructions provided when you vote over the Internet. If you choose to view future proxy statements and annual reports over the Internet and you are a street-name stockholder as of the applicable record date, you will receive an e-mail message next year containing the Internet address to use to access Cameron'sCameron’s proxy statement and annual report. The e-mail also will include instructions for voting over the Internet. You will have the opportunity to opt out at any time by following the instructions on www.icsdelivery.com.www.icsdelivery.com. You do not have to re-elect Internet access each year. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   69 Back to Contents Householding of Annual Meeting Materials In accordance with Notices previously sent to many of the street-name stockholders who share a single address, only one annual report and proxy statement is being delivered to that address unless contrary instructions from any stockholder at that address were received. This practice, known as "householding,"“householding,” is intended to reduce our printing and postage costs. However, any such street-name stockholder residing at the same address who wishes to receive a separate copy of this proxy statement or the accompanying annual report to stockholders may request a copy by contacting the bank, broker or other holder of record or by contacting us by telephone at 713-513-3300.713-513-3300 or by mail at 1333 West Loop South, Suite 1700, Houston Texas 77027. We will deliver promptly upon written or oral request a separate copy of the proxy statement and annual report to a shareholder at a shared address to which a single copy of the proxy statement and annual report was delivered. Street-name stockholders who are currently receiving householded materials may revoke their consent, and street-name stockholders who are not currently receiving householded materials may request householding of our future materials, by contacting Automatic Data Processing, Inc., either by calling toll free at 1-800-542-1061 or by writing to Broadridge, Householding Department, at the return address noted on your voter instruction card. If you revoke your consent you will be removed from the "householding"“householding” program within 30 days of Broadridge'sBroadridge’s receipt of your revocation, and each stockholder at your address will receive individual copies of our future materials. If you share an address with another stockholder and have received multiple copies of our proxy materials, you may write or call us at the address set forth in the preceding paragraph to request delivery of a single copy of these materials. Table of Contents Stockholder List A list of stockholders of record will be available for examination at the Company'sCompany’s corporate headquarters during normal business hours for a period of ten days prior to the Meeting. Annual Report to Stockholders and Annual Report on Form 10-K We are mailing our 2011 Annual Report to stockholders who elected to receive a printed copy of this Proxy Statement. Additional copies of Cameron's Annual Report to Stockholders and its Annual Report on Form 10-K for the year ended December 31, 2011, are available without charge from our Investor Relations Department, 1333 West Loop South, Suite 1700, Houston, Texas 77027, 713-513-3300. Our SEC filings, including our 2011 Annual Report on Form 10-K, are available online, at no charge, at www.c-a-m.com, Investor Relations, SEC filings, or through the Securities and Exchange Commission's website atwww.sec.gov. ANNUAL REPORT TO STOCKHOLDERS AND ANNUAL REPORT ON FORM 10-K We are mailing our 2012 Annual Report to stockholders who elected to receive a printed copy of this Proxy Statement. Additional copies of Cameron’s Annual Report to Stockholders and its Annual Report on Form 10-K for the year ended December 31, 2012, are available without charge from our Investor Relations Department, 1333 West Loop South, Suite 1700, Houston, Texas 77027, 713-513-3300. Our SEC filings, including our 2012 Annual Report on Form 10-K, are available online, at no charge, at www.c-a-m.com, Investor Relations, SEC filings, or through the Securities and Exchange Commission’s website at www.sec.gov. By Order of the Board of Directors, Grace B. Holmes Vice President, Corporate Secretary & Chief Governance Officer Table of Contents Appendix A CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAMERON INTERNATIONAL CORPORATION Pursuant – 2013 Proxy Statement   70 Back to Section 242 of the General Corporation Law of the State of Delaware Contents APPENDIX A    CAMERON INTERNATIONAL CORPORATION EQUITY INCENTIVE PLAN Cameron International Corporation 2005 Equity Incentive Plan (Amended and Restated as of January 1, 2013) Cameron International Corporation (the “Company”), a Delaware corporation, does hereby certifyamends and restates the following 2005 Equity Incentive Plan (the “Plan”). 1.   Purpose of the Plan The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as follows:employees and directors of the Company who are expected to contribute to the Company’s success and to achieve long-term objectives which will inure to the benefit of all stockholders of the Company through the additional incentives inherent in the Awards hereunder. 2.   Definitions FIRST:    That at a meeting 2.1 “Authorized Officer” shall mean the Chairman of the Board, of Directors of Cameron International Corporation resolutions were duly adopted setting forth a proposed amendmentthe Chief Executive Officer of the Amended and Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meetingCompany or the senior human resources officer of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Board of Directors hereby in all respects approves and declares the advisability of amending the Certificate to amend Paragraph A of Article SIXTHCompany (or any other senior officer of the CertificateCompany to be and read in its entirety as follows: SIXTH:    A.    The business and affairswhom any of such individuals shall delegate the Corporationauthority to execute any Award Agreement). 2.2 “Award” shall be managed bymean any Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, Stock Unit Award, Cash Award or under the direction of the Board of Directors, consisting of not less than five (5) directors nor more than fifteen (15) directors, the exact number of directorsany other right, interest or option relating to be determined from time to time by resolution adopted by a majority of the entire Board of Directors. Except as may otherwise be providedShares or other property (including cash) granted pursuant to the provisions establishedof the Plan. 2.3 “Award Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award granted by the Board of Directors with respect to any series of Preferred Stock, at each annual meeting of stockholders all directors Committee hereunder. Such agreement may be in electronic or written form. 2.4 “Board” shall be elected to hold office for a term expiring atmean the next succeeding annual meeting of stockholders and until their successors have been elected and qualified subject, however, to prior death, resignation, retirement, disqualification or removal from office; provided, that any director elected for a longer term before the 2013 annual meeting of stockholders shall hold office for the entire term for which he or she was originally elected. Any vacancy on the Board of Directors, however resulting, to include the increase in numberboard of directors as provided for above, may be filled by a majority of the directors thenCompany. 2.5 “Cash Award” shall mean an Award denominated in office, even if less than a quorum, or by a sole remaining director. Any director electedcash. 2.6 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to fill a vacancy time. 2.7 “Committee” shall hold office for a term expiring atmean the next succeeding annual meeting of stockholders and until his or her successor has been elected and qualified subject, however, to prior death, resignation, retirement, disqualification or removal from office. SECOND:    That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD:    That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this        day of                    , 2012. By: Name: Title: Table of Contents Appendix B CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAMERON INTERNATIONAL CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Cameron International Corporation, a Delaware corporation, does hereby certify as follows: FIRST:    That at a meetingcommittee of the Board of Directors of Cameron International Corporation resolutions were duly adopted setting forth a proposed amendmentcharged with oversight of the AmendedCompany’s incentive compensation and Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meetingequity-based plans, which, at the time of the stockholdersadoption of said corporation for consideration thereof.this Plan is the Compensation and Governance Committee. The resolution setting forthCommittee consists and always will consist of no fewer than two Directors. 2.8 “Covered Employee” shall mean a “covered employee” within the proposed amendment is as follows:meaning of Section 162(m) of the Code. RESOLVED, That2.9 “Director” shall mean a non-employee member of the Board of Directors hereby in all respects approves and declares the advisability of amending the Certificate to add Article FIFTEENTHany prospective director conditioned upon, and effective not earlier than, such person’s becoming a non-employee member of the Certificate to be and readBoard. 2.10 “Dividend Equivalents” shall have the meaning set forth in its entirety as follows:Section 12.5. FIFTEENTH:    Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware2.11 “Employee” shall be the exclusive forum for (i)mean any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owned by any director, officer or other employee of the Corporation to the CorporationCompany or the Corporation's stockholders, (iii) any action asserting a claim against the Corporation arising pursuant toSubsidiary and any provisionprospective employee conditioned upon, and effective not earlier than, such person’s becoming an employee of the General Corporation Law of the State of DelawareCompany or the Corporation's Certificate of Incorporation or bylaws or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the CorporationSubsidiary. 2.12 “Exchange Act” shall be deemed to have notice of the consent to the provisions of this ARTICLE FIFTEENTH. FURTHER RESOLVED, That the current Article FIFTEENTH of the Certificate be renumbered to Article SIXTEENTH. SECOND:    That thereafter, pursuant to resolution of its Board of Directors, a meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD:    That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this        day of                    , 2012. By: Name: Title: Table of Contents Appendix C RESTATED CERTIFICATE OF INCORPORATION OF CAMERON INTERNATIONAL CORPORATION The undersigned, Jack B. Moore and Grace B. Holmes, hereby certify that they are the Chairman, President and Chief Executive Officer, and the Corporate Secretary, respectively, of CAMERON INTERNATIONAL CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), and do hereby further certify as follows: 1. The name of the Corporation is Cameron International Corporation. 2. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 10, 1994, under the name Cooper Cameron Corporation, and was amended on April 28, 1995. 3. A Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 30, 1995 and was amended on May 19, 1998, May 5, 2006 and December 11, 2007. 4. The text of the Certificate of Incorporation of the Corporation hereby is amended and restated in its entirety as follows: FIRST:    The name of the Corporation is Cameron International Corporation. SECOND:    The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company. THIRD:    The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the "GCL"). FOURTH:    A.    The total number of shares of stock which the Corporation shall have authority to issue is 410,000,000, consisting of 400,000,000 shares of common stock, par value $.01 per share (the "Common Stock"), and 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock"). B.    Shares of the Preferred Stock of the Corporation may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation or title as shall be fixed by the Board of Directors of the Corporation (the "Board of Directors") prior to the issuance of any shares thereof. Each such class or series of Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issuance of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly vested in it, all in accordance with the laws of the State of Delaware. FIFTH:    A.    The affirmative vote of the holders of not less than eighty percent (80%) of the outstanding voting stock of the Corporation shall be required for the approval or authorization of any Business Table of Contents Combination (as hereinafter defined);provided,however, that the eighty percent (80%) voting requirement shall not be applicable, and the provisions of the GCL and of this Certificate of Incorporation relating to the stockholder approval requirement, if any, shall apply to any such Business Combination if: (i)    The Continuing Directors (as hereinafter defined) of the Corporation by a two-thirds (2/3) vote have expressly approved the Business Combination either in advance of or subsequent to the acquisition of outstanding shares of Common Stock of the Corporation that caused the Related Person (as hereinafter defined) involved in the Business Combination to become a Related Person; or (ii)   if the following conditions are satisfied: (a)   The aggregate amount of the cash and the fair market value of the property, securities or other consideration to be received in the Business Combination by holders of the Common Stock of the Corporation, other than the Related Person involved in the Business Combination, is not less than the Highest Per Share Price (as hereinafter defined) (with appropriate adjustments for recapitalizations, reclassifications, stock splits, reverse stock splits and stock dividends) paid by the Related Person in acquiring any of its holdings of the Corporation's Common Stock, all as determined by two-thirds (2/3) of the Continuing Directors; and (b)   A proxy statement complying with the requirements ofmean the Securities Exchange Act of 1934, as amended from time to time. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   71 Back to Contents 2.13 “Fair Market Value” shall mean, with respect to any property other than Shares, the market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. The Fair Market Value of a Share shall mean, as of a particular date, (1) if Shares are listed on a national securities exchange, the closing sales price per Share on the consolidated transaction reporting system for the principal national securities exchange on which Shares are listed on that date, or, if there shall have been mailed at least 30 days prior to any voteno such sale so reported on that date, on the Business Combination, to all stockholderslast preceding date on which such a sale was so reported, (2) if the Shares are not so listed, the average of the Corporationclosing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by an inter-dealer quotation system, (3) if Shares are not publicly traded, the most recent value determined by an independent appraiser appointed by the Committee for such purpose, of soliciting stockholder approvalor (4) if none of the Business Combination. The proxy statementabove are applicable, the fair market value of a Share as determined in good faith by the Committee. 2.14 “Freestanding Stock Appreciation Right” shall containhave the meaning set forth in Section 6.1. 2.15 “Incentive Stock Option” shall mean an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code. 2.16 “Limitations” shall have the meaning set forth in Section 10.5. 2.17 “Option” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine. 2.18 “Participant” shall mean an Employee or Director to whom an Award has been made under this Plan. 2.19 “Payee” shall have the meaning set forth in Section 13.1. 2.20 “Performance Award” shall mean any Award of Performance Shares, Performance Units or any other Award made subject to the attainment of performance goals granted pursuant to Article 9. 2.21 “Performance Period” shall mean that period established by the Committee at the fronttime any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured. 2.22 “Performance Share” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter. 2.23 “Performance Unit” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated amount of property (including cash and Shares), which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter. 2.24 “Permitted Assignee” shall have the meaning set forth in a prominent place,Section 12.3. 2.25 “Prior Plans” shall mean, collectively, the positionNATCO Group, Inc. 1998 Employee Stock Option Plan, the NATCO Group, Inc. 2004 Stock Incentive Plan, the NATCO Group, Inc. 2006 Long-Term Incentive Plan, the Company’s Long-Term Incentive Plan, the Company’s Broadbased 2000 Incentive Plan, and the Company’s 1995 Stock Option Plan for Non-Employee Directors. 2.26 “Restatement Date” shall mean January 1, 2013. 2.27 “Restricted Stock” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate. 2.28 “Restriction Period” shall have the meaning set forth in Section 7.1. 2.29 “Restricted Stock Award” shall have the meaning set forth in Section 7.1. 2.30 “Shares” shall mean the shares of common stock of the Continuing DirectorsCompany, par value $.01 per share. 2.31 “Stock Appreciation Right” shall mean the right granted to a Participant pursuant to Section 6. 2.32 “Stock Unit Award” shall have the meaning set forth in Section 8.1. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   72 Back to Contents 2.33 “Subsidiary” shall mean (i) in the case of a corporation, a “subsidiary corporation” of the Company as defined in Section 424(f) of the Code and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise). 2.34 “Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines. 2.35 “Tandem Stock Appreciation Right” shall have the meaning set forth in Section 6.1. 3.   Shares Subject to the advisability (or inadvisability)Plan 3.1 Number of Shares. a. Subject to adjustment under Section 12.2, on or after the Restatement Date a total of 15,242,718 Shares shall be authorized for grant under the Plan, less one (1) Share for every one (1) Share that was subject to an Option or SAR granted after December 31, 2012 and one and seventy-nine hundredths (1.79) Shares for every one Share that was subject to an Award other than an Option or SAR granted after December 31, 2012. b. If (i) any Shares subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), or (ii) after December 31, 2012 any Shares subject to an award under any Prior Plan are forfeited, an award under any Prior Plan expires or is settled for cash (in whole or in part), then in each such case the Shares subject to such Award or award under any Prior Plan shall, to the extent of such forfeiture, expiration or cash settlement, again be available for Awards under the Plan, in accordance with Section 3.1(d) below. In the event that withholding tax liabilities arising from an Award other than an Option or Stock Appreciation Right or, after December 31, 2012, an award other than an option or stock appreciation right under any Prior Plan are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall again be available for Awards under the Plan in accordance with Section 3.1(d) below. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under paragraph (a) of this Section: (i) Shares tendered by the Participant or withheld by the Company in payment of the Business Combinationpurchase price of an Option or, after December 31, 2012, an option under any Prior Plan, (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to Options or Stock Appreciation Rights or, after December 31, 2012, options or stock appreciation rights under any Prior Plan, (iii) Shares subject to a Stock Appreciation Right or, after December 31, 2012, a stock appreciation right under any Prior Plan that are not issued in connection with its stock settlement on exercise thereof, and if deemed(iv) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options or, after December 31, 2012, options under any Prior Plan. c. Substitute Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, by two-thirds (2/3)using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the Continuing Directors,entities party to such acquisition or combination) may be used for Awards under the opinion of an investment banking firm selected by two-thirds (2/3) ofPlan and shall not reduce the Continuing Directors as toShares authorized for grant under the fairness ofPlan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the Business Combination, frompre-existing plan, absent the pointacquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination. d. Any Shares that again become available for grant pursuant to this Section shall be added back as (i) one (1) Share for every one (1) Share subject to Options or Stock Appreciation Rights granted under the Plan or options or stock appreciation rights granted under any Prior Plan, and (ii) as one and seventy-nine hundredths (1.79) Shares for every one (1) Share subject to Awards other than Options or Stock Appreciation Rights granted under the Plan or awards other than options or stock appreciation rights granted under any Prior Plan. e. The aggregate grant date fair value of viewawards to a Director in any calendar year shall not exceed $500,000. 3.2 Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   73 Back to Contents 4.   Eligibility and Administration 4.1 Eligibility. Any Employee or Director shall be eligible to be selected as a Participant. 4.2 Administration. a. The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the holdersPlan and subject to such orders or resolutions not inconsistent with the provisions of the outstanding sharesPlan as may from time to time be adopted by the Board, to: (i) select the Employees and Directors to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of capital stockAwards, not inconsistent with the provisions of the CorporationPlan, to be granted to each Participant hereunder; (iii) determine the number of Shares to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other thanproperty; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Related Person involvedPlan shall be deferred either automatically or at the election of the Participant; (vii) determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; (viii) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Business Combination.Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine whether any Award will have Dividend Equivalents; and (xii) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan. Subject to Section 5.3 and Section 6.2(a) hereof, the Committee may, in its discretion, (x) provide for the extension of the exercisability of an Award, or (y) in the event of death, disability, retirement or change of control, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner that is, in either case, (1) not adverse to the Participant to whom such Award was granted, (2) consented to by such Participant or (3) authorized by Section 12.2 hereof; provided, however, that no such action shall permit the term of any Option to be greater than 10 years from its Grant Date. B.    For purposesb. Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and any Subsidiary. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings. 4.3 Delegation of Authority. The Committee may delegate any of its authority to grant Awards to Employees who are not subject to Section 16(b) of the Exchange Act, subject to Section 4.2(a) above, to the Board or to any other committee of the Board, provided such delegation is made in writing and specifically sets forth such delegated authority. The Committee may also delegate to an Authorized Officer authority to execute on behalf of the Company any Award Agreement. The Committee and the Board, as applicable, may engage or authorize the engagement of a third party administrator to carry out administrative functions under this Plan. Any such delegation hereunder shall only be made to the extent permitted by applicable law. 4.4 Indemnity. No member of the Board or the Committee or officer of the Company to whom the Committee has delegated authority in accordance with the provisions of Section 4.3 of this Plan shall be liable for anything done or omitted to be done by him, by any member of the Board or the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his own willful misconduct or as expressly provided by statute. 5.   Options 5.1 Grant of Options. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to the terms and conditions of this Article FIFTH: (i)    The term "Business Combination" means (a) any merger, consolidation or share exchangeand to such additional terms and conditions, not inconsistent with the provisions of the CorporationPlan, as the Committee shall deem desirable. 5.2 Award Agreements. All Options granted pursuant to this Article shall be evidenced by a written or any of its subsidiaries into orelectronic Award Agreement in such form and containing such terms and conditions as the Committee shall determine which are not inconsistent with a Related Person, in each case irrespective of which corporation or company is the surviving entity; (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition to or with a Related Person (in a single transaction or a series of related transactions) of all or a Substantial Part (as hereinafter defined)provisions of the assetsPlan, including, if required by the Committee, execution by the Participant to whom the Award is granted. The terms of Options need not be the same with respect to each Participant. Granting of an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any individual who is granted an Option pursuant to this Article may hold more than one Option granted pursuant to the Plan at the same time. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   74 Back to Contents 5.3 Option Price. Other than in connection with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Article shall not be less than 100% of the Corporation (including without limitation any securities of a subsidiary) or a Substantial Part of the assets of any of its subsidiaries; (c) any sale, lease, exchange, mortgage, pledge, transfer or other disposition to or with the Corporation or to or with any of its subsidiaries (in a single transaction or series of related transactions) of all or a Substantial Part of the assets of a Related Person; (d) the issuance or transfer of any securities of the Corporation or any of its subsidiaries by the Corporation or any of its subsidiaries to a Related Person (other than an issuance or transfer of securities which is effected on a pro rata basis to all stockholders of the Corporation); (e) any reclassification of securities (including any reverse stock split), recapitalization or any other transaction involving the Corporation or any of its subsidiaries, that would have the effect of increasing disproportionately the voting power of a Related Person; (f) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a Related Person; and (g) the entering into of any agreement, contract or other arrangement providing for any of the transactions described in this definition of Business Combination. Table of Contents (ii)   The term "Related Person" shall mean any individual, corporation, partnership or other person or entity other than the Corporation or any of its subsidiaries which, as of the record date for the determination of stockholders entitled to notice of and to vote on any Business Combination, or immediately prior to the consummationFair Market Value of such transaction, together with its "Affiliates" and "Associates" (as defined in Rule 12b-2 of the Regulations under the Securities Exchange Act of 1934 as in effectShare on the date of grant of such Option. Other than pursuant to Section 12.2, the Committee shall not, without the approval of the Company’s stockholders, (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option when the option price per Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or for another Award (other than in connection with Substitute Awards), and adoption(c) take any other action with respect to an Option that may be treated as a repricing under the rules and regulations of this Amended and Restated Certificatethe principal national securities exchange on which Shares are listed. 5.4 Option Term. The term of Incorporationeach Option shall be fixed by the stockholdersCommittee in its sole discretion; provided that no Option shall be exercisable after the expiration of 10 years from the date the Option is granted; provided further, that if an Option other than an Incentive Stock Option would otherwise expire when trading in Shares is prohibited by law or by Company insider trading policy, the Award Agreement may provide for the automatic extension of the Corporation (collectively andOption term to the 30th day after expiration of such prohibition; provided further, that any such extension will not subject the Option to Code Section 409A. 5.5 Exercise of Options. Vested Options granted under the Plan may be exercised by the Participant, by a Permitted Assignee thereof, or by the Participant’s executors, administrators, guardian or legal representative as so in effect, the "Exchange Act")), are "Beneficial Owners" (as defined in Rule 13d-3to all or part of the Exchange Act) inShares covered thereby, by the aggregategiving of twenty percent (20%)notice of exercise to the Company or moreits designated agent, specifying the number of Shares to be purchased, accompanied by payment of the outstanding sharesfull purchase price for the Shares being purchased. Unless otherwise provided in an Award Agreement, full payment of Common Stocksuch purchase price shall be made at the time of exercise and shall be made (a) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (b) by tendering previously acquired Shares (either actually or by attestation, valued at their then-Fair Market Value), (c) with the consent of the Corporation,Committee, by delivery of other consideration (including, where permitted by law and such term shall also includethe Committee, other Awards) having a Fair Market Value on the exercise date equal to the total purchase price, (d) with the consent of the Committee, by withholding Shares otherwise issuable in connection with the exercise of the Option, (e) through any Affiliateother method specified in an Award Agreement, or Associate(f) any combination of any of the foregoing. The notice of exercise, accompanied by such individual, corporation, partnershippayment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. No adjustment shall be made for ordinary cash dividends or other person or entity. Notwithstandingrights for which the definitionrecord date is prior to the date as of "Beneficial Owners" in this subparagraph (ii), any Common Stockwhich the Participant exercises the Option and becomes the sole owner of the Corporation that any Related Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise,subject Shares. An Option shall be deemed beneficially owned by the Related Person. (iii)  The term "Substantial Part" shall mean more than twenty percent (20%) of the fair market value, as determined by two-thirds (2/3) of the Continuing Directors, of the total consolidated assets of the Corporation and its subsidiaries taken as a whole,automatically exercised as of the end of the last day of the term of the Option, if the Option price is less than the Fair Market Value of a Share on such date, on a net exercise basis as contemplated by Section 5.5(d) and with tax withholding satisfied by the Company retaining Shares from the exercise as contemplated by Section 13.1. 5.6 Form of Settlement. In its most recent fiscal year ending priorsole discretion, the Committee may provide, at the time of grant, that the Shares to be issued upon an Option’s exercise shall be in the form of Restricted Stock or other similar securities, or may reserve the right so to provide after the time of grant. 5.7 Incentive Stock Options. The Committee may grant Incentive Stock Options to any Employee of the Company or any Subsidiary, subject to the timerequirements of Section 422 of the determination is being made. (iv)  ForCode. Notwithstanding anything in Section 3.1 to the contrary and solely for the purposes of paragraph A(ii) (a)determining whether Shares are available for the grant of Article FIFTH, in the event of a Business Combination in which the Corporation is the surviving corporation, the term "other consideration to be received" shall include, without limitation, Common Stock or other capital“incentive stock of the Corporation retained by stockholders of the Corporation other than Related Persons or parties to such Business Combination. (v)   The term "Continuing Directors" shall mean a director who either (a) was a member of the Board of Directors of the Corporation immediately prior to the time that the Related Person involved in a Business Combination became a Related Person, or (b) was designated (before his or her initial election as Director) as a Continuing Director by two-thirds (2/3) of the then Continuing Directors. (vi)  A Related Person shall be deemed to have acquired a share of the Common Stock of the Corporation at the time when such Related Person became the Beneficial Owner thereof. With respect to the shares owned by Affiliates, Associates or other persons whose ownership is attributed to a Related Personoptions” under the foregoing definitionPlan, the maximum aggregate number of Related Person, the price paid for said shares shall be deemed to be the higher of (a) the price paid upon the acquisition thereof by the Affiliate, Associate or other person or (b) the market price of the shares in question at the time when the Related Person became the Beneficial Owner thereof. (vii) The term "Highest Per Share Price" shall mean the highest price determined by two-thirds (2/3) of the Continuing Directors to have been paid at any time by the Related Person for any share or shares of Common Stock. In determining the Highest Per Share Price, all purchases by the Related Person shall be taken into account regardless of whether the shares were purchased before or after the Related Person became a Related Person. The Highest Per Share Price shall include any brokerage commissions, transfer taxes and soliciting dealers' fees paid by the Related PersonShares with respect to which “incentive stock options” may be granted under the shares of Common Stock of the Corporation acquired by the Related Person. C.    Any amendment, change or repeal of this Article FIFTH, or any other amendment of this Certificate of Incorporation which would have the effect of modifying or permitting circumvention of this Article FIFTH,Plan shall require the favorable vote, at a meeting of the stockholders of the Corporation, of the holders of at least eighty percent (80%) of the outstanding voting stock of the Corporation entitled to vote;provided,however, that this Article FIFTH shall not apply to and such eighty percent (80%) vote shall not be required for, any such amendment, change or repeal recommended to stockholders by two-thirds15,242,718 Shares. Table6.   Stock Appreciation Rights 6.1 Grant and Exercise. The Committee may provide Stock Appreciation Rights (a) in conjunction with all or part of Contents (2/3) of the Continuing Directors and such amendment, change or repeal so recommended shall require only the vote, if any requiredOption granted under the applicablePlan or at any subsequent time during the term of such Option (“Tandem Stock Appreciation Right”), (b) in conjunction with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to any Option or other Award (a “Freestanding Stock Appreciation Right”), in each case upon such terms and conditions as the Committee may establish in its sole discretion. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   75 Back to Contents 6.2 Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the GCL and of this Certificate of Incorporation. For the purposes of this Article FIFTH only, if at the time when any such amendment, change, or repeal is under consideration there is no proposed Business Combination (in which event, the definition of Continuing Director in paragraph B(v) of this Article FIFTH would be inapplicable), the "Continuing Directors"Plan, as shall be deemed to be those persons who are members of the Board of Directors of the Corporation at the time when this Amended and Restated Certificate of Incorporation was approved and adopted by the stockholders plus those persons who are Continuing Directors under paragraph B(v) of this Article FIFTH. 1/SIXTH:    A.    The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, consisting of not less than five (5) directors nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adoptedthe Committee, including the following: a. Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise or such other amount as the Committee shall so determine at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or in the case of a Tandem Stock Appreciation Right granted on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 12.2, shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be other than pursuant to Section 12.2, the Committee shall not, without the approval of the Company stockholders, (a) lower the grant price of a Stock Appreciation Right after it is granted, (b) cancel a Stock Appreciation Right when the grant price exceeds the Fair Market Value of the underlying Shares in exchange for cash or for another Award (other than in connection with Substitute Awards), and (c) take any other action with respect to a Stock Appreciation Right that may be treated as a repricing under the rules and regulations of the national securities exchange on which Shares are listed. b. Upon the exercise of a Stock Appreciation Right, the Committee shall determine in its sole discretion whether payment shall be made in cash, in whole Shares or other property, or any combination thereof. c. Any Tandem Stock Appreciation Right may be granted at the same time as the related Option is granted or at any time thereafter before exercise or expiration of such Option. d. Any Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be exercisable and the Fair Market Value of the Shares subject to the related Option exceeds the option price at which Shares can be acquired pursuant to the Option. In addition, if a Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered by a majorityrelated Option, then an exercise or termination of such Option shall not reduce the number of Shares to which the Tandem Stock Appreciation Right applies until the number of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation Right applies. e. Any Option related to a Tandem Stock Appreciation Right shall no longer be exercisable to the extent the Tandem Stock Appreciation Right has been exercised. f. The provisions of Stock Appreciation Rights need not be the same with respect to each recipient. g. The Committee may impose such other conditions or restrictions on the terms of exercise and the exercise price of any Stock Appreciation Right, as it shall deem appropriate, including providing that the exercise price of a Tandem Stock Appreciation Right may be less than the Fair Market Value on the date of grant if the Tandem Stock Appreciation Right is added to an Option following the date of the entire Boardgrant of Directors. The directorsthe Option. Notwithstanding the foregoing provisions of this Section 6.2(g), but subject to Section 12.2, a Freestanding Stock Appreciation Right shall be divided into three classes, designated Class I, Class IIevidenced by an electronic or written Award Agreement and Class III. Each classgenerally have the same terms and conditions as Options, including (i) an exercise price not less than Fair Market Value on the date of grant and (ii) a term not greater than 10 years (including an extension of term as provided in Section 5.4 and automatic exercise of an otherwise expiring Award provided in Section 5.5). In addition to the foregoing, but subject to Section 12.2, the base amount of any Stock Appreciation Right shall consist,not be reduced after the date of grant. h. The Committee may impose such terms and conditions on Stock Appreciation Rights granted in conjunction with any Award (other than an Option) as nearlythe Committee shall determine in its sole discretion. 7.   Restricted Stock Awards 7.1 Grants. Awards of Restricted Stock may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Stock Award”), and such Restricted Stock Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award shall be subject to restrictions imposed by the Committee covering a period of time specified by the Committee (the “Restriction Period”). The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the Company or any Subsidiary as a condition precedent to the issuance of Restricted Stock. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   76 Back to Contents 7.2 Award Agreements. The terms of any Restricted Stock Award granted under the Plan shall be set forth in an electronic or written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of Restricted Stock Awards need not be the same with respect to each Participant. 7.3 Rights of Holders of Restricted Stock. Beginning on the date of grant of the Restricted Stock Award and subject to the terms and conditions of the Award, the Participant shall become a shareholder of the Company with respect to all Shares subject to the Award and shall have all of the rights of a shareholder, including the right to vote such Shares and the right to receive distributions made with respect to such Shares; provided, however, that any Shares or any other property (other than cash) distributed as a dividend or otherwise with respect to any Restricted Stock as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Stock. 8.   Stock Unit Awards; Cash Awards 8.1 Grants. Other Awards of units having a value equal to a number of Shares (“Stock Unit Awards”) may be granted hereunder to Participants, in addition to other Awards granted under the Plan. Stock Unit Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based incentive compensation. 8.2 Award Agreements. The terms of Stock Unit Awards granted under the Plan shall be set forth in an electronic or written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of such Awards need not be the same with respect to each Participant. 8.3 Payment. Except as provided in Article 10 or as may be possible, of one-thirdprovided in an Award Agreement, Stock Unit Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee at the time of payment. Stock Unit Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis. 8.4 Cash Awards. An Employee Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to a Cash Award, including, but not limited to, vesting or other restrictions, shall be determined by the Committee. 9.   Performance Awards 9.1 Grants. Performance Awards in the form of Performance Shares or Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in Section 10.2. 9.2 Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in an electronic or written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such Awards shall have Dividend Equivalents. The terms of Performance Awards need not be the same with respect to each Participant. 9.3 Terms and Conditions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Committee. 9.4 Payment. Except as provided in Article 11 or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee at the time of payment. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   77 Back to Contents 10.   Code Section 162(m) Provisions 10.1 Covered Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the time a Restricted Stock Award, a Performance Award, a Stock Unit Award, or Cash Award is granted to a Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Article 10 is applicable to such Award. 10.2 Performance Criteria. If the Committee determines that a Restricted Stock Award, a Performance Award, a Stock Unit Award, or Cash Award is subject to this Article 10, the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels of one or any combination of the following: revenues; booking of orders; earnings, or some derivative thereof such as earnings before interest and taxes (“EBIT”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), or earnings per share; operating income; pre- or after-tax income; cash flow; net earnings; return on equity (“ROE”); return on capital (including return on total capital or return on invested capital); return on assets or net assets; economic value added (“EVA”) (or an equivalent metric); margins; share price performance; total shareholder return (“TSR”); improvement in or attainment of expense levels; safety performance; on-time delivery; and improvement in or attainment of working capital levels of the Company or any Subsidiary, division, business unit or product line of the Company for or within which the Participant is primarily employed. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business unit or product line of the Company, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, and the regulations thereunder. The Committee may provide in any such Performance Award that any evaluation of performance may include or exclude certain events that occur during a Performance Period including but not limited to: (i) amortization, depreciation or impairment of tangible or intangible assets, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs or reductions in force or early retirement programs, (v) any extraordinary non-recurring items that may be defined in an objective and non-discretionary manner under or by reference to U.S. Generally Accepted Accounting Principles, accounting standards or other applicable accounting standards in effect from time to time and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year, (vi) the sale of investments or non-core assets; (vii) discontinued operations, categories or segments; (viii) investments, acquisitions or dispositions; (ix) political, legal and other business interruptions (such as due to war, insurrection, riot, terrorism, confiscation, expropriation, nationalization, deprivation, seizure, and regulatory requirements); (x) natural catastrophes; (xi) currency fluctuations; (xii) stock based compensation expense; (xiii) stock repurchases; (xiv) early retirement of debt; (xv) conversion of convertible debt securities; and (xvi) termination of real estate leases. 10.3 Adjustments. Notwithstanding any provision of the Plan (other than Article 12), with respect to any Restricted Stock, Performance Award, Stock Unit Award, or Cash Award that is subject to this Section 10, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals, except in the case of the death or disability of the Participant or change of control or as otherwise determined by the Committee in special circumstances. 10.4 Restrictions. The Committee shall have the power to impose such other restrictions on Awards subject to this Article as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code. 10.5 Limitations on Grants to Individual Participant. Subject to adjustment as provided in Section 12.2, no Participant may be granted (i) Options or Stock Appreciation Rights during any calendar year with respect to more than 1,500,000 Shares, (ii) Restricted Stock, Performance Awards and/or Stock Unit Awards that are denominated in Shares in any calendar year with respect to more than 1,500,000 Shares (the “Limitations”). In addition to the foregoing, the maximum dollar value payable to any Participant in any calendar year with respect to a Cash Award that is a Performance Award is $5,000,000 If an Award is cancelled, the cancelled Award shall continue to (including a Performance Unit denominated in cash) be counted toward the applicable Limitations. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   78 Back to Contents 11.   Cancellation of Award; Clawbacks Notwithstanding anything to the contrary contained herein, (1) an Award Agreement may provide that the Award shall be canceled if the Participant, without the consent of the Company, while employed by the Company or any Subsidiary or after termination of such employment or service, establishes a relationship with a competitor of the Company or any Subsidiary or engages in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary, as determined by the Committee in its sole discretion and (2) all Awards shall be subject to any clawback policy adopted by the Company whether before or after the grant of the Award. 12.   Generally Applicable Provisions 12.1 Amendment, Modification, Suspension or Termination. The Board may amend, modify, suspend or terminate this Plan (and the Committee may amend an Award Agreement) for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that (1) no amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant and (2) no amendment or alteration shall be effective prior to its approval by the stockholders of the Company to the extent stockholder approval is otherwise required by applicable legal requirements or the requirements of the securities exchange on which the Company’s stock is listed, including any amendment that expands the types of Awards available under this Plan, materially increases the number of directors constitutingShares available for Awards under this Plan, materially expands the entire Boardclasses of Directors. Thepersons eligible for Awards under this Plan, materially extends the term of this Plan, materially changes the initial Class Imethod of determining the exercise price of Options, or deletes or limits any provisions of this Plan that prohibit the repricing of Options or SARs. 12.2 Adjustments. a. The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Shares) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above. b. In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in Shares or other stock split, then (1) the number of Shares reserved under this Plan, (2) the number of Shares covered by outstanding Awards in the form of Shares or units denominated in Shares, (3) the exercise price or other price in respect of such Awards, (4) the Limitations, and (5) the appropriate Fair Market Value and other price determinations for such Awards shall each be proportionately adjusted by the Committee as appropriate to reflect such transaction. In the event of any other recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the Shares or any distribution to holders of Shares of securities or property (other than normal cash dividends or dividends payable in Shares), the Committee shall make appropriate adjustments to (i) the number and kind of shares covered by Awards in the form of Shares or units denominated in Shares, (ii) the exercise price or other price in respect of such Awards, (iii) the appropriate Fair Market Value and other price determinations for such Awards, and (iv) the Limitations to reflect such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Awards and preserve, without increasing, the value of such Awards. c. In connection with a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee may make such adjustments to Awards or other provisions for the disposition of Awards as it deems equitable, and shall be authorized, in its discretion, (1) to provide for the substitution of a new Award or other arrangement (which, if applicable, may be exercisable for such property or stock as the Committee determines) for an Award or the assumption of the Award, regardless of whether in a transaction to which Code Section 424(a) applies, (2) to provide for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion of the Award that remains unexercised at the time of such transaction, or (3) to cancel any such Awards and to deliver to the Participants cash in an amount that the Committee shall determine in its sole discretion is equal to the fair market value of such Awards on the date of such event, which in the case of Options or Stock Appreciation Rights shall be the excess of the Fair Market Value of Common Stock on such date over the Option or base price of such Award. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   79 Back to Contents d. No adjustment or substitution pursuant to this Section 12.2 shall be made in a manner that results in noncompliance with the requirements of Code Section 409A, to the extent applicable. 12.3 Transferability of Awards. Except as provided below, and except as otherwise authorized by the Committee in an Award Agreement, no Award and no Shares subject to Awards described in Article 8 that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order, and such Award may be exercised during the life of the Participant only by the Participant or the Participant’s guardian or legal representative. Notwithstanding the foregoing, a Participant may assign or transfer an Award (i) for charitable donations, (ii) to the Participant’s spouse, children or grandchildren (including any adopted and stepchildren and grandchildren, (iii) a trust for the benefit of one or more of the Participant or the persons referred to in clause (ii), or (iv) any other person with the consent of the Committee (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Section. 12.4 Termination of Employment. The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to be exercisable, and the terms of such exercise, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The date of termination of a Participant’s employment or services will be determined by the Committee, which determination will be final. 12.5 Deferral; Dividend Equivalents. The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred. Subject to the provisions of the Plan and any Award Agreement, the recipient of an Award (including any deferred Award) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, cash, stock or other property dividends, or cash payments in amounts equivalent to cash, stock or other property dividends on Shares (“Dividend Equivalents”) with respect to the number of Shares covered by the Award, as determined by the Committee, in its sole discretion. The Committee may provide that such amounts and Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested and may provide that such as amounts and Dividend Equivalents are subject to the same vesting or performance conditions as the underlying Award. Dividend Equivalents attributable to Performance Awards shall not be paid out before the underlying Performance Award has been earned. No Dividend Equivalents shall be granted in connection with an Option or a Stock Appreciation Right. 12.6 Restrictions. No Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions. 13.   Miscellaneous 13.1 Tax Withholding. The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) (any such person, a “Payee”) net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Stock Appreciation Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise payable to such Payee such withholding taxes as may be required by law, or to otherwise require the Payee to pay such withholding taxes. If the Payee shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Payee or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up to the Participant’s minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) otherwise deliverable in connection with the Award. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   80 Back to Contents 13.2 Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee or Director the right to continue in the employment or service of the Company or any Subsidiary or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee or Director at any time for any reason. Except as specifically provided by the Committee, the Company shall not be liable for the loss of existing or potential profit from an Award granted in the event of termination of an employment or other relationship. No Employee or Director shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees or Directors under the Plan. 13.3 Prospective Recipient. The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have complied with the then applicable terms and conditions of the Award. 13.4 Stop-Transfer Orders. All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 13.5 Nature of Payments. All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Subsidiary, division or business unit of the Company. Any income or gain realized pursuant to Awards under the Plan and any Stock Appreciation Rights constitute a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Subsidiary except as may be determined by the Committee or by the Board or board of directors of the applicable Subsidiary. 13.6 Other Plans. Nothing contained in the Plan shall terminateprevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. 13.7 Severability. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan. 13.8 Construction. As used in the Plan, the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”. 13.9 Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   81 Back to Contents 13.10 Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly. 13.11 Effective Date of Amended and Restated Plan; Expiration of Plan. The amended and restated Plan shall be effective on the date of the 1996 annual meeting of stockholders; the termapproval of the initial Class II directors shall terminate onamended and restated Plan by the dateholders of the 1997 annual meeting of stockholders; and the term of the initial Class III directors shall terminate on the date of the 1998 annual meeting of the stockholders. At each annual meeting of stockholders beginning in 1996, successorsshares entitled to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional directors of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors, however resulting, may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected. Or 2/SIXTH:    A.    The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, consisting of not less than five (5) directors nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adopted by a majority of the entire Board of Directors. Prior to the 2013 annual meeting of the stockholders, the directors shall be divided into three classes, designed Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. Successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Beginning with the 2013 annual meeting of the stockholders, directors shall be elected for a term expiring at the next subsequent annual meeting and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. At such time as all directors are elected annually, the classification of the directors shall cease and all of the directors shall cease and all directors shall be deemed to be of a single class. Any vacancy on the Board of Directors, however resulting, may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall hold office for a term expiring at the next succeeding annual meeting of stockholders and until his or her successor shall be elected and shall qualify. Table of Contents B.    Any amendment, change or repeal of this Article SIXTH, or any other amendment of this Certificate of Incorporation which would have the effect of modifying or permitting circumvention of this Article SIXTH, shall require the favorable vote at a duly constituted meeting of the stockholders of the Corporation,Company. The amended and restated Plan shall be null and void and of no effect if the holders of at least eighty percent (80%) offoregoing condition is not fulfilled and in such event the outstanding voting stock ofPlan as in effect immediately prior to the Corporation entitledRestatement Date will continue to vote. SEVENTH:    A.    Any or all of the directors of the Corporationoperate in accordance with its terms. Awards may be removed from officegranted under the amended and restated Plan at any time but only for cause and only byfrom time to time on or prior to the affirmative votetenth anniversary of the holders of a majorityeffective date of the amended and restated Plan, on which date the amended and restated Plan will expire except as to Awards then outstanding shares ofunder the Corporation then entitled to vote generallyPlan. Such outstanding Awards shall remain in the election of directors, considered for purposes of this Article SEVENTH as one class.effect until they have been exercised or terminated, or have expired. B.    Any amendment, change or repeal of this Article SEVENTH, or any other amendment of this Certificate of Incorporation which would have the effect of modifying or permitting circumvention of this Article SEVENTH, shall require the favorable vote, at a meeting of the stockholders of the Corporation, of the holders of at least eighty percent (80%) of the outstanding voting stock of the Corporation entitled to vote.13.12 EIGHTH:    A.    Any action required or permitted to be taken at an annual or special meeting of stockholdersForeign Employees. Awards may be taken only upongranted to Participants who are foreign nationals or employed outside the vote of the stockholders at such annualUnited States, or special meeting duly noticed and called, as provided in the Bylaws of the Corporation, and may not be taken by a written consent of the stockholders pursuant to the GCL. B.    Any amendment, change or repeal of this Article EIGHTH, or any other amendment of this Certificate of Incorporation which would have the effect of modifying or permitting circumvention of this Article EIGHTH, shall require the favorable vote, at a meeting of the stockholders of the Corporation, of the holders of at least eighty percent (80%) of the outstanding voting stock of the Corporation entitled to vote. NINTH:    Elections of directors at an annual or special meeting of stockholders shall be by written ballot, unless the Bylaws provide otherwise. TENTH:    A.    Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by a majority of the entire Board of Directors, the Chairman of the Board of Directors or the President. Special meetings of the stockholders of the Corporation may not be called by any other person or persons. B.    Any amendment, change or repeal of this Article TENTH, or any other amendment of this Certificate of Incorporation which would have the effect of modifying or permitting circumvention of this Article TENTH, shall require the favorable vote, at a meeting of the stockholders of the Corporation, of the holders of at least eighty percent (80%) of the outstanding voting stock of the Corporation entitled to vote. ELEVENTH:    Subject to the Bylaws of the Corporation, the officers of the Corporation shall be chosen in such a manner, shall hold their offices forboth, on such terms and shall carry out such dutiesconditions different from those applicable to Awards to Employees employed in the United States as are determined solely bymay, in the Board of Directors, subject to the rightjudgment of the BoardCommittee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of DirectorsAwards in order to remove any officer or officers at any timeminimize the Company’s obligation with respect to tax equalization for Employees on assignments outside their home country. 13.13 Code Section 409A. a. Awards made under this Plan are intended to comply with or without cause. TWELFTH:    A.    Subject to paragraph C of this Article TWELFTH, the Corporationbe exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, finesconstrued and amounts paid in settlement actually and Table of Contents reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith andinterpreted in a manner he reasonably believed toconsistent with such intent. No payment, benefit or consideration shall be substituted for an Award if such action would result in or not opposedthe imposition of taxes under Code Section 409A. Notwithstanding anything in this Plan to the best interests of the Corporation, and, with respect tocontrary, if any criminal actionPlan provision or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. B.    Subject to paragraph C ofAward under this Article TWELFTH, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by orPlan would result in the rightimposition of the Corporation to procure a judgment in its favor by reason of the factan additional tax under Code Section 409A, that he isPlan provision or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnificationAward shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and onlyreformed, to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstancespermissible under Code Section 409A, to avoid imposition of the case,additional tax, and no such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. C.    Any indemnification under this Article TWELFTH (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraph A or B of this Article TWELFTH, as the case may be. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph A or B of this Article TWELFTH, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. D.    Notwithstanding any contrary determination in the specific case under paragraph C of this Article TWELFTH, and notwithstanding the absence of any determination thereunder, any present or former director or officer of the Corporation may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under paragraphs A and B of this Article TWELFTH. The basis of such indemnification by a court shall be a determination by such court that indemnification of such person is proper in the circumstances because he has met the applicable standards of conduct set forth in paragraph A or B of this Article TWELFTH, as the case may be. Neither a contrary determination in the specific case under paragraph C of this Article TWELFTH nor the absence of any determination thereunder shall be a defense to such application or create a presumption that such person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this paragraph D of this Article TWELFTH shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, such person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. Table of Contents E.    Expenses incurred by a person who is or was a director or officer of the Corporation in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article TWELFTH. F.    The indemnification and advancement of expenses provided by or granted pursuant to this Article TWELFTH shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in paragraphs A and B of this Article TWELFTH shall be made to the fullest extent permitted by law. The provisions of this Article TWELFTH shall not be deemed to preclude the indemnification of any person who is not specified in paragraph A or B of this Article TWELFTH but whom the Corporation has the power or obligation to indemnify under the provisions of the GCL, or otherwise. G.    For purposes of this Article TWELFTH, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article TWELFTH with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article TWELFTH, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such person with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have actedadversely affect the Participant’s rights to an Award. b. Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit Award, Performance Unit Award or Cash Award (or portion thereof if the Award is subject to a manner "not opposed tovesting schedule) shall be settled no later than the best interests15th day of the Corporation"third month after the end of the first calendar year in which the Award (or such portion thereof) is no longer subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A. If the Committee determines that a Restricted Stock Unit Award, Performance Unit Award or Cash Award is intended to be subject to Code Section 409A, the applicable Award Agreement shall include terms that are designed to satisfy the requirements of Code Section 409A. c. If the Participant is identified by the Company as referreda “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to in this Article TWELFTH. For purposesdeath) within the meaning of Treasury Regulation § 1.409A-1(h), any determination under paragraph CAward payable or settled on account of this Article TWELFTH, a personseparation from service that is deferred compensation subject to Code Section 409A shall be deemed to have acted in good faith in a manner he reasonably believed to be inpaid or not opposed tosettled on the best interestsearliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Corporation,Participant’s death, or (3) such earlier date as complies with respectthe requirements of Code Section 409A. 13.14 Captions. The captions in the Plan are for convenience of reference only, and are not intended to any criminal actionnarrow, limit or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based onaffect the recordssubstance or books of accountinterpretation of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term "another enterprise" as used in this paragraph G of this Article TWELFTH shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this paragraph G of this Article TWELFTH shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in paragraphs A or B of this Article TWELFTH, as the case may be.contained herein. H.    The indemnification and advancement of expenses provided by, or granted pursuant to, this Article TWELFTH shall, unless otherwise provided when authorized or ratified, continue as to a person who has Table of Contents ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.CAMERON INTERNATIONAL CORPORATION – 2013 Proxy Statement   82 I.    Notwithstanding anything contained in this Article TWELFTH to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by paragraph D of this Article TWELFTH), the Corporation shall not be obligated to indemnify any person in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation. J.    The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article TWELFTH to directors and officers of the Corporation. K.    In furtherance and not in limitation of the powers conferred by statute: (i)    the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article TWELFTH or Section 145 of the GCL; and (ii)   the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the full extent authorized or permitted by law and including as part thereof provisions with respect to any or all of the foregoing to ensure the payment of such amounts as may become necessary to affect indemnification as provided therein, or elsewhere. L.    No amendment or repeal of this Article TWELFTH shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal. THIRTEENTH:    No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such a director as a director to the full extent authorized or permitted by law (as now or hereafter in effect). Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL, or (iv) for any transaction from which such director derived an improper personal benefit. No amendment to or repeal of this Article THIRTEENTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. FOURTEENTH:    In furtherance and not in limitation of the powers conferred by statute, a majority of the entire Board of Directors is expressly authorized to adopt, repeal, alter or amend the Bylaws of the Corporation. In addition, the Bylaws of the Corporation may be adopted, repealed, altered or amended by the favorable vote of two-thirds (2/3) of the outstanding voting stock of the Corporation entitled to vote thereon, unless a higher vote is expressly required by the Bylaws for the adoption, repeal, alteration or amendment of any provision thereof. Table of Contents 3/FIFTEENTH:    Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owned by any director, officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim against the corporation arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Corporation's Certificate of Incorporation or bylaws or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Any person or entity owning or purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of the consent to the provisions of this ARTICLE FIFTEENTH. 4/SIXTEENTH:    The Corporation reserves the right to repeal, alter, amend or rescind any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation. IN WITNESS WHEREOF, Cameron International Corporation has caused its corporate seal to be hereunto affixed and this Amended and Restated Certificate of Incorporation to be signed by Jack B. Moore, its Chairman, President and Chief Executive Officer, and attested by Grace B. Holmes, its Corporate Secretary and Chief Governance Officer, thisday of, 2012. CAMERON INTERNATION CORPORATION Name: Jack B. Moore Title: Chairman, President and Chief Executive Officer ATTEST: Name: Grace B. Holmes Title: Corporate Secretary 1This Article SIXTH will be replaced if Proposal 4 is approved by stockholders. 2The new Article SIXTH, in italics, will be included if Proposal 4 is approved by stockholders at this meeting. 3This new Article FIFTEENTH will be included if Proposal 5 is approved by stockholders at this meeting. 4If Proposal 5 is not approved at this meeting, this will remain Article FIFTEENTH. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 01FUAC 1 U PX + Annual Meeting Proxy Card Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below C Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. + Change of Address — Please print your new address below. Comments — Please print your comments below. B Non-Voting Items A Proposals — The Board recommends a vote FOR all nominees and FOR Proposals 1 through 6. 01 - C. Baker Cunningham 02 - Sheldon R. Erikson 03 - Douglas L. Foshee 04 - Rodolfo Landim 1. To elect four director nominees to our Board of Directors as Class II Directors: For Against Abstain 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2012. 3. To conduct an advisory vote to approve the Company’s 2011 executive compensation. 4. To approve an amendment to the Company's Certificate of Incorporation to provide for the annual election of all directors. For Against Abstain 5. To approve an amendment to the Company's Certificate of Incorporation to provide that the Court of Chancery of the State of Delaware be the exclusive forum for certain legal actions. 6. To approve a restatement of the Company’s Certificate of Incorporation. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. For Against Abstain IMPORTANT ANNUAL MEETING INFORMATION 1234 5678 9012 345 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MMMMMMM MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND sC123456789 C 1234567890 J N T 1 3 6 6 2 9 1 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE SACKPACK IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 11, 2012. Vote by Internet • Go to www.envisionreports.com/CAM • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Proxy for Annual Meeting of Stockholder Solicited on Behalf of the Board of Directors - May 11, 2012 The undersigned stockholder(s) of Cameron International Corporation (“Cameron”) appoints each of Jack B. Moore and Grace B. Holmes proxy, with full power of substitution, to vote all shares of stock which the stockholder(s) would be entitled to vote if present at the Annual Meeting of Stockholders of Cameron on Friday, May 11, 2012 at 10:00 a.m. at Cameron’s corporate headquarters, 1333 West Loop South, Suite 1700, Houston, Texas, and at any adjournments thereof, with all powers the stockholder(s) would possess, if present. The stockholder(s) hereby revokes any and all proxies previously given with respect to such meeting. This proxy will be voted as specified on the reverse side, but if no specification is made, it will be voted: FOR the Nominees for Director (C. Baker Cunningham, Sheldon R. Erikson, Douglas L. Foshee and Rodolfo Landim); FOR the Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accountants for 2012; FOR an Advisory Vote to Approve the Company’s 2011 Executive Compensation; FOR an Amendment to the Company’s Certificate of Incorporation to Provide for the Annual Election of All Directors; FOR an Amendment to the Company’s Certificate of Incorporation to Provide that the Court of Chancery of the State of Delaware be the Exclusive Forum for Certain Legal Actions; FOR a Restatement of the Company’s Certificate of Incorporation; and in the discretion of the proxy on other matters as may properly come before the Meeting or any adjournment thereof. This card also constitutes voting instructions for any shares held for the stockholder in the Cameron Retirement Savings Plan and Cameron-sponsored Individual Account Retirement Plans, as described in the Notice of Meeting and Proxy Statement (Please sign and date on the reverse side.) . Proxy — Cameron International Corporation Agenda • Call to order • Introduction of Directors and Officers • To Elect Four Director Nominees to our Board of Directors as Class II Directors • To Ratify the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accountants for 2012 • To Conduct an Advisory Vote to Approve the Company’s 2011 Executive Compensation • To Approve an Amendment to the Company’s Certificate of Incorporation to Provide for the Annual Election of All Directors • To Approve an Amendment to the Company’s Certificate of Incorporation to Provide that the Court of Chancery of the State of Delaware be the Exclusive Forum for Certain Legal Actions • To Approve a Restatement of the Company’s Certificate of Incorporation • General Question and Answer Period This is your proxy. Your vote is important. It is also important that your shares are represented this Meeting, whether or not you attend the Meeting in person. To make sure your shares are represented, we urge you to complete and mail the proxy card. Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on May 11, 2012. The Proxy Statement and Annual Report to Stockholders are available at www.eDocumentview.com/CAM. Cameron International Corporation 2012 Annual Meeting of Stockholders 10:00 a.m. CDT May 11, 2012 Cameron’s Corporate Headquarters 1333 West Loop, South - Suite 1700 Houston, Texas 77027 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.