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EXHIBIT 10.45
AMENDMENT TO MASTER BENEFIT TRUST AGREEMENT
Effective October 1, 2000, the Master Benefit Trust Agreement between
BANK ONE TRUST COMPANY, N.A. (the "Trustee') and FLOWSERVE CORPORATION (the
"Company") is being amended under the following circumstances:
A. The Company and Bank One, Dayton entered into a First
Master Benefit Trust Agreement (the "Trust") on
October 1, 1987, as amended.
B. The Trustee is the successor to Bank One, Dayton and
is currently serving as Trustee under the Trust.
C. As permitted by Section 13.2 of the Trust, the
Company and the Trustee desire to amend the Trust as
follows.
NOW, THEREFORE, the Company and the Trustee agree as follows:
1. The Trust is hereby amended by adding the following sentence at the
end of Section 5.5:
"Notwithstanding the above right to substitute assets in this
Section 5.5, the Company shall not substitute assets for
shares of Flowserve Corporation common stock held by the Trust
pursuant to any compensation plan."
2. Except as specifically amended hereby, the Trust shall remain in
full force and effect.
IN WITNESS WHEREOF, the Company and the Trustee have caused this
instrument to be executed by their duly authorized officers this 26th day of
January, 2001.
FLOWSERVE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Vice President, Secretary and General Counsel
BANK ONE TRUST COMPANY, N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Institutional Client Advisor