AMENDMENT TO THE DURIRON COMPANY, INC. FIRST MASTER BENEFIT TRUST AGREEMENT PREAMBLE
EXHIBIT
10.66
PREAMBLE
On October 1, 1987, THE DURIRON COMPANY, predecessor of FLOWSERVE CORPORATION (“Flowserve”),
established the FIRST MASTER BENEFIT TRUST (the “Trust”) pursuant to a Trust Agreement between The
Duriron Company, Inc. and Bank One, Dayton, as Trustee. The Trust was established to hold assets
to pay deferred obligations of the grantor for incentive and deferral compensation amounts. Since
the Trust was established, section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), has been enacted and has become effective with respect to the benefit plans funded under
the Trust. The Trust Agreement will be amended in 2006 for overall compliance with section 409A of
the Code. In the interim, Questions and Answer 20 of Internal Revenue Service Notice 2005-1
permits distribution of certain amounts without respect to the otherwise applicable limitations of
section 409A. By this amendment, Flowserve intends to accomplish amendment of the Trust Agreement
to provide for such distributions. Section 13.2 of the Trust Agreement permits Flowserve to amend
the Trust Agreement, with the consent of participants having at least a cumulative sixty-five
percent (65%) interest in the assets of each respective Plans subject to any such amendment. The
Trust Agreement is hereby amended as follows:
1. Section 4.1 of the Trust Agreement is hereby amended by adding the following sentence, at
the end thereof:
“Section 4.6 of the Trust Agreement shall be deemed to constitute the last
effective Payment Schedules for Xxxxxx X. Xxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx and
Xxxxxx Xxxxxx, respectively.”
2. Section 4.2 of the Trust Agreement is hereby amended by adding the following sentence, at
the end thereof:
“Section 4.6 of the Trust Agreement shall be deemed to constitute the last
effective Modified Payment Schedules for Xxxxxx X. Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx
Xxxxxx and Xxxxx Xxxxxx, respectively”.
3. A new Section 4.6 is hereby added to the Trust Agreement, to follow Section 4.5 and to
precede Article V, and shall read as follows:
“4.6 2005 Distributions. Notwithstanding anything to the contrary in this Trust
Agreement, all deferred shares and all cash or other assets accounts held for Xxxxxxx Xxxxxx and
Xxxxxx Xxxxxx under any Plan funded through this Trust shall be distributed by the Trustee at the
direction of the Company’s General Counsel prior to December 31, 2005. Such distribution will be
includible in the reportable taxable incomes of Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx, respectively for
the taxable year 2005. This distribution is in accordance with Question and Answer 20 of Internal
Revenue Service Notice 2005-1, and shall terminate the participation of such individuals in the
Trust Fund. Such distribution shall be made in cash or in kind, as
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applicable. The cash and
other asset account amounts (other than any shares of Flowserve Corporation stock or dividends
thereon) held for the benefit of Xxxxxx X. Xxxxx under the following employee benefit plans:
| The Duriron Company, Inc. Long-Term Incentive Plan as Restated November 1, 1993 | |||
| The Duriron Company, Inc. Deferred Compensation Plan for Directors | |||
| The Duriron Company, Inc. Long-Term Incentive Plan | |||
| The Duriron Company, Inc. Incentive Plan for Key Employees Amended and Restated Effective January 1, 1992 | |||
| The Duriron Company Inc. 1996-1008 Long-Term Incentive Plan | |||
| Flowserve Corporation Deferred Compensation Plan |
shall be distributed prior to January 1, 2006, to Xxxxxx X. Xxxxx. Such amounts shall constitute
payment of all Flowserve non-stock deferrals and accruals thereon and will be included in the
taxable income of Xxxxxx X. Xxxxx for taxable year 2005. This distribution is in accordance with
Question and Answer 20 of Internal Revenue Service Notice 2005-1. Such payment shall be made in
cash. The cash and other assets accounts (other than any shares of Flowserve Corporation stock or
dividends thereon) held for the benefit of Xxxxx Xxxxxx under the following benefit plans:
| The Duriron Company, Inc. Retirement Compensation Plan for Directors | |||
| The Duriron Company, Inc. Amended and Restated Director Deferral Plan | |||
| Flowserve Corporation Amended and Restated Director Cash Deferral Plan |
shall be distributed to Xxxxx Xxxxxx prior to January 1, 2006. Such amounts shall constitute
payment of all Flowserve non-stock deferrals and accruals thereon and shall be included in the
income of Xxxxx Xxxxxx for taxable year 2005. This distribution is in accordance with Question and
Answer 20 of Internal Revenue Service Notice 2005-1. Such payment shall be made in cash.
4. Exempt as amended hereby, the Duriron Company, Inc. First Master Benefit Trust Agreement,
as heretofore amended, shall remain in full force and effect.
| Flowserve Corporation | Bank One, Dayton | |||||||||||
By:
|
Pension and Investment Committee | By: | ||||||||||
| By: | /s/ Xxxx X. Xxxxx, Member | Its: | ||||||||||
Dated: December 14, 2005
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