0001193125-05-100875 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • May 9th, 2005 • Lufkin Industries Inc • General industrial machinery & equipment • Texas

THIS SEVERANCE AGREEMENT (“Agreement”) is made and entered into as of November 11, 1999, by and between LUFKIN INDUSTRIES, INC., a Texas corporation (the “Company”) and Larry M. Hoes of Lufkin, Texas (the “Executive”).

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LUFKIN INDUSTRIES, INC. STOCK OPTION AGREEMENT (Non-Qualified Stock Options)
Stock Option Agreement • May 9th, 2005 • Lufkin Industries Inc • General industrial machinery & equipment • Texas

Agreement made effective the day of (the “Grant Date”), between LUFKIN INDUSTRIES, INC., a Texas corporation (the “Company”), and DOUGLAS V. SMITH (“Optionee”).

LUFKIN INDUSTRIES, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • May 9th, 2005 • Lufkin Industries Inc • General industrial machinery & equipment • Texas

Agreement made effective the day of , (the “Grant Date”) between Lufkin Industries, Inc., a Texas corporation (the “Company”), and (“Optionee”). Except as otherwise defined herein, capitalized terms shall have the meaning set forth in the Lufkin Industries, Inc. Incentive Stock Compensation Plan 2000 (the “Plan”).

LUFKIN INDUSTRIES, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • May 9th, 2005 • Lufkin Industries Inc • General industrial machinery & equipment • Texas

Agreement made effective the th day of , , (the “Grant Date”) between Lufkin Industries, Inc., a Texas corporation (the “Company”), and (“Optionee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2005 • Lufkin Industries Inc • General industrial machinery & equipment • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of January 1, 1995 (the “Effective Date”), by and between LUFKIN INDUSTRIES, INC., a Texas corporation (the “Company”), and DOUGLAS V. SMITH of Lufkin, Texas (the “Executive”).

AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT
Agreement and First • May 9th, 2005 • Lufkin Industries Inc • General industrial machinery & equipment • Texas

THIS AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 30, 2004, is made and entered into by and among LUFKIN INDUSTRIES, INC., a Texas corporation (the “Borrower”) and JPMORGAN CHASE BANK (“JPMCB”), as the Lender, as the Issuing Bank, and as the Administrative Agent under the Credit Agreement referred to below (JPMCB, in all such capacities, the “Bank”). The Borrower and the Bank are herein sometimes called the “Parties”.

CREDIT AGREEMENT dated as of December 30, 2002 among LUFKIN INDUSTRIES, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, as Issuing Bank and as Administrative Agent
Credit Agreement • May 9th, 2005 • Lufkin Industries Inc • General industrial machinery & equipment • Texas

THIS CREDIT AGREEMENT, dated as of December 30, 2002, is by and among LUFKIN INDUSTRIES, INC., a Texas corporation (the “Borrower”), each of the lending entities which is a party hereto (as evidenced by the signature pages of this Agreement) or which may from time to time become a party hereto as a lender or any successor thereof or assignee thereof pursuant to Section 9.04 (individually, a “Lender” and, collectively, the “Lenders”), and JPMORGAN CHASE BANK, as the Issuing Bank and as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 9th, 2005 • Lufkin Industries Inc • General industrial machinery & equipment • Texas

THIS AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 1, 2005, is made and entered into by and among LUFKIN INDUSTRIES, INC., a Texas corporation (the “Borrower”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (formerly known as JPMorgan Chase Bank) (“JPMCB”), as the Lender, as the Issuing Bank, and as the Administrative Agent under the Credit Agreement referred to below (JPMCB, in all such capacities, the “Bank”). The Borrower and the Bank are herein sometimes called the “Parties”.

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