Common use of Stock Certificates Clause in Contracts

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20MARCH 6, 20042006, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.

Stock Certificates. You will be reflected as Prior to the owner of record vesting of the Award Shares, the stock certificate(s) evidencing the Award Shares shall be registered on the Company's books in the name of the Award Recipient as of the Grant Date Award Date. Physical possession or custody of such stock certificate(s) shall be retained by the Company until such time as the shares are vested. While in its possession, the Company reserves the right to place a legend on the Company’s booksstock certificate(s) restricting the transferability of such certificate(s) and referring to the terms and conditions (including forfeiture) approved by the Committee and applicable to the shares represented by the certificate(s). The Award Recipient shall deliver to the Company will hold such number of stock powers, endorsed in blank, as the share certificates for safekeeping, or otherwise retain Committee shall require with respect to the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may to be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company during each restriction period. Prior to the vesting of the Award Shares, the Award Recipient shall be entitled to vote the Award Shares and to all other rights of a holder of Common Stock of the Company, except that cash dividends will not be paid to the Award Recipient but shall be withheld by the Company on the following terms. The Company shall maintain and record a calculation of the number of additional shares of Common Stock ("Additional Award Shares") that the Award Recipient would own at the end of each restriction period (or at such earlier date on which Award Shares shall become vested under Section 4 of this Agreement) as if cash dividends (commencing with the dividend payable on March 29, 2002) had been payable to the Award Recipient and had been reinvested in Common Stock (including fractional shares) of the Company by him as a participant in the Company's Dividend Reinvestment and Stock Purchase Plan (as in effect on the date hereof, or any such amended or successor plan). Upon the vesting of the Award Shares, a certificate for the Additional Award Shares shall be issued to the Award Recipient in the same manner as will apply to the Award Shares and shall be deemed to be awarded as a supplemental restricted stock award under the Omnibus Stock Plan, in consideration of the amount of cash dividends withheld, with cash paid in lieu of any fractional Additional Award Share. If any Award Shares do not become vested, the Additional Award Shares attributable thereto will not be issued and no payments to the Award Recipient with respect to such Award Share cash dividends will be paid directly made. Any securities or other property distributable to youholders of Common Stock of the Company, but any stock dividends will other than cash dividends, prior to the vesting of Award Shares, shall be treated in the manner set forth in Section 9 of this Agreementsame way, subject to the same vesting and forfeiture conditions, as Award Shares and shall not be distributed to the Award Recipient unless and until such Award Shares become vested.

Stock Certificates. You will Certificates for the Warrant Shares shall be reflected as delivered to the owner Holder within five (5) business days (the “Delivery Period”) after the rights represented by this Warrant shall have been exercised pursuant to Section 1, and a new Warrant representing the right to purchase the Common Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such time. The issuance of record certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the Award Shares as Holder hereof including, without limitation, any documentary, stamp or similar tax that may be payable in respect thereof; provided, however, that the Company shall not be required to pay any income tax to which the Holder hereof may be subject in connection with the issuance of this Warrant or the Grant Date on Warrant Shares. If the Company’s bookstransfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the holder by crediting the account of the holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the holder physical certificates representing the Warrant Shares so purchased. Further, the holder may instruct the Company to deliver to the holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the holder hereof, shall be registered in the name of such holder or such other name as shall be designated by such holder and, following the date on which the Warrant Shares have been registered under the Securities Act pursuant to that certain Registration Rights Agreement, dated as of June 20, 2008, by and between the Company and the other signatories thereto (the “Registration Rights Agreement”) or otherwise may be sold by the holder pursuant to Rule 144 promulgated under the Securities Act (or a successor rule), shall not bear any restrictive legend. If, at any time, a Holder of this Warrant submits a Notice of Exercise and payment to the Company of the Exercise Price for each of the Warrant Shares specified in a Notice of Exercise (including pursuant to a Cashless Exercise or reduction in the amount of the Deferred Obligations), and the Company fails for any reason to deliver, on or prior to the fourth business day following the Company’s receipt of written notice from the Holder of the Company’s failure to make such delivery by the end of the Delivery Period for such exercise, the number of shares of Common Stock to which the holder is entitled upon such exercise (an “Exercise Default”), then the Company shall pay to the holder payments (“Exercise Default Payments”) for an Exercise Default in the amount of (a) (N/365), multiplied by (b) the amount by which the then current market price per Common Share (as determined in Section 1.3 above) on the date the Notice of Exercise giving rise to the Exercise Default is transmitted in accordance with this Section 1 (the “Exercise Default Date”) exceeds the Exercise Price in respect of such Warrant Shares, multiplied by (c) the number of Common Shares the Company failed to so deliver in such Exercise Default, multiplied by (d) .24, where N = the number of days from the Exercise Default Date to the date that the Company effects the full exercise of this Warrant which gave rise to the Exercise Default. The Company will hold the share certificates accrued Exercise Default Payment for safekeeping, or otherwise retain the Award Shares each calendar month shall be paid in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly fifth day of the month following the month in which it has accrued. Nothing herein shall limit the holder’s right to you, but any stock dividends will be treated in pursue actual damages for the manner set forth in Company’s failure to maintain a sufficient number of authorized shares of Common Stock as required pursuant to the terms of Section 9 4 hereof or to otherwise issue shares of Common Stock upon exercise of this AgreementWarrant in accordance with the terms hereof, and the holder shall have the right to pursue all remedies available at law or in equity (including a decree of specific performance and/or injunctive relief).

Stock Certificates. You will be reflected as the owner of record of (a) Effective upon the Award Date the Company shall cause the Restricted Shares as of the Grant Date on the Company’s booksto be issued. The Company will hold Restricted Shares shall be held in the share certificates for safekeeping, form of a stock certificate or otherwise retain the Award Shares in uncertificated book entry form, until at the option of the Company. The Restricted Shares shall be subject to the terms and conditions of this Award Shares become vested Agreement, legends and nonforfeitable and until they stock transfer instructions or limitations as may be transferred freely without restriction under this Agreement. Until determined or authorized by the Award Committee in its sole discretion, and such forfeiture and cancellation rights as set forth herein. (b) Upon vesting of the Restricted Shares become vested (and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that assets or securities attributable thereto) pursuant to Section 6, the Company shall cause the vested portion of the Restricted Shares (and any other assets or securities attributable thereto) to be transferred to a brokerage account established by the Grantee at a brokerage firm acceptable to the Company. Promptly following such transfer of such vested Restricted Shares, a portion of the vested Restricted Shares shall be sold and the proceeds paid to the Company in an amount necessary to permit the Company to pay required withholdings pursuant to Section 13(b)(ii). The balance of the vested Restricted Shares may be required under federal withdrawn, sold or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE otherwise transferred as the Grantee may instruct the brokerage firm. (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends c) The Grantee shall execute and other distributions on deliver to the Award Shares held by Secretary of the Company will be paid directly to you, but any stock dividends will be treated an Assignment Separate from Certificate in the manner set forth form attached hereto as Exhibit “A.” (d) As the interest of the Grantee in the Restricted Shares (or any other assets or securities attributable thereto) vests in accordance with the provisions of Section 9 6, the vested Restricted Shares (as well as all other vested assets and securities attributable thereto) shall be released from escrow and promptly delivered to the Grantee. Upon request of this Agreement.the Grantee the Secretary of the Company shall cause a new certificate to be issued for the vested portion of the Restricted Shares, subject to such legends and stock transfer instructions as may be appropriate for vested

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20FEBRUARY 23, 2004, 2007 AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share All stock certificates representing such shares will include of Common Stock acquired pursuant to the exercise of an Option that are issued by Holdings shall contain a legend substantially in substantially the following form: "SHARES OF UNIVERSAL COMPRESSION HOLDINGS, in addition to any other legends that may be required under federal or state securities lawsINC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES ("HOLDINGS") REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF FEBRUARY 20, 1998, AS [MAY BE] AMENDED WHICH CONTAINS PROVISIONS REGARDING THE RESTRICTIONS ON THE TRANSFER OF SUCH SHARES AND THE OTHER TERMS AND CONDITIONS SET FORTH IN MATTERS. A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER COPY OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF HOLDINGS. THE SECRETARY SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT REGISTERED UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED (THE COMPANY"SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT." In the event that the shares of Common Stock issued pursuant to the Option are (i) registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an effective registration statement which complies with the then applicable regulations, rules and procedures and practices of the Securities and Exchange Commission, and are registered qualified in accordance with any applicable state laws, regulations, rules and administrative procedures practices, or (ii) transferred pursuant to an exemption from registration under the Securities Act and, at the request of Holdings, Holdings has received an executed legal opinion, satisfactory to its counsel, as to the availability of and compliance with such exemption and that such shares need not bear the restrictive legend stating that such shares have not been registered under the Securities Act, Holdings may issue new certificates representing such shares omitting that portion of such restrictive legend. All regular cash dividends The shares of Common Stock acquired pursuant to the Option shall be subject to the provisions regarding transfers of shares in the Stockholders Agreement dated as of February 20, 1998, among Holdings and other distributions the partners named on the Award Shares held by signature pages thereto, as amended from time to time (the Company will be paid directly "Stockholders Agreement"). At the request of Holdings, the Employee shall become a party to you, but the Stockholders Agreement prior to the issuance of any stock dividends will be treated in the manner set forth in Section 9 of shares under this Agreement.

Stock Certificates. You will be reflected Immediately following the Termination Date (as the owner of record such term is defined below) and upon delivery of the Award Shares Original Certificate to the Corporation by the Executive, the Corporation shall, in exchange for the Original Stock Certificate, deliver to the Executive, (i) a stock certificate (the “Vested Stock Certificate”) representing the number of shares of Vested Stock held by the Executive as of the Grant Termination Date on (as such term is defined below) and (ii) a stock certificate (the Company’s books“Unvested Stock Certificate”) representing the number of shares of Unvested Stock held by the Executive as of the Termination Date (as such term is defined below). The Company will hold In the share certificates event that such shares of Unvested Stock become Vested Stock pursuant to Section 7 above, the Corporation shall, in exchange for safekeepingthe Unvested Stock Certificate, or otherwise retain deliver to the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates Executive either a stock certificate representing such shares will include a legend in substantially of Vested Stock or the following formMandatory Redemption Price for such shares, in as the case may be. In addition to any other legends that may be required under federal or state securities laws. placed upon the certificates representing Restricted Stock, certificates representing Restricted Stock shall have the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER SHARES OF STOCK EVIDENCED HEREBY ARE RESTRICTED STOCK AS DEFINED IN THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20AS OF APRIL 17, 2004, AS AMENDED FROM TIME TO TIME2007, BETWEEN THE COMPANY CORPORATION AND THE REGISTERED OWNER EXECUTIVE NAMED THEREIN (THE “RESTRICTED STOCK AGREEMENT”) AND, EXCEPT TO THE EXTENT PROVIDED IN SUCH RESTRICTED STOCK AGREEMENT, THE HOLDER OF THIS CERTIFICATE (SUCH SHARES IS NOT ENTITLED TO ANY INTEREST OR HIS PREDECESSOR RIGHTS PROVIDED THEREIN UNTIL SUCH TIME AS THEY BECOME VESTED STOCK IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT ACCORDANCE WITH THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.RESTRICTED STOCK AGREEMENT”

Stock Certificates. You will be reflected as the owner of record of (a) Effective upon the Award Date the Company shall cause the Restricted Shares as of the Grant Date on the Company’s booksto be issued. The Company will hold Restricted Shares shall be held in the share certificates for safekeeping, form of a stock certificate or otherwise retain the Award Shares in uncertificated book entry form, until at the option of the Company. The Restricted Shares shall be subject to the terms and conditions of this Award Shares become vested Agreement, legends and nonforfeitable and until they stock transfer instructions or limitations as may be transferred freely without restriction under this Agreement. Until determined or authorized by the Award Committee in its sole discretion, and such forfeiture and cancellation rights as set forth herein. (b) Upon vesting of the Restricted Shares become vested (and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that assets or securities attributable thereto) pursuant to Section 6, the Company shall cause the vested portion of the Restricted Shares (and any other assets or securities attributable thereto) to be transferred to a brokerage account established by the Grantee at a brokerage firm acceptable to the Company. Promptly following such transfer of such vested Restricted Shares, a portion of the vested Restricted Shares shall be sold and the proceeds paid to the Company in an amount necessary to permit the Company to pay required withholdings pursuant to Section 12(b)(ii). The balance of the vested Restricted Shares may be required under federal withdrawn, sold or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE otherwise transferred as the Grantee may instruct the brokerage firm. (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends c) The Grantee shall execute and other distributions on deliver to the Award Shares held by Secretary of the Company will be paid directly to you, but any stock dividends will be treated an Assignment Separate from Certificate in the manner set forth form attached hereto as Exhibit “A.” (d) As the interest of the Grantee in the Restricted Shares (or any other assets or securities attributable thereto) vests in accordance with the provisions of Section 9 6, the vested Restricted Shares (as well as all other vested assets and securities attributable thereto) shall be released from escrow and promptly delivered to the Grantee. Upon request of this Agreement.the Grantee the Secretary of the Company shall cause a new certificate to be issued for the vested portion of the Restricted Shares, subject to such legends and stock transfer instructions as may be appropriate for vested

Stock Certificates. You will be reflected as Each certificate representing shares of LINTA constituting the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction Merger Consideration (unless previously registered under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially applicable Securities Laws) shall bear the following form, legend (and the shares of LINTA issued in addition to exchange for the Specified Xxxx Options will bear any other additional legends that may be required under federal or state securities laws. by the Restricted Stock Agreement): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, EXCHANGED OR OTHERWISE DISPOSED OF (A) IN RELIANCE UPON EXEMPTIONS FROM THE UNITED STATES OR TO OR FOR THE ACCOUNT OF A U.S. PERSON UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION CONTAINED IN SAID ACTSSTATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) OUTSIDE THE UNITED STATES UNLESS PURSUANT TO THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT, OR (C) UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE TRANSFERRED, SOLD, EXCHANGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF HEDGING TRANSACTIONS INVOLVING THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE MADE CONDUCTED UNLESS A REGISTRATION STATEMENT IN COMPLIANCE WITH THE ACT. AS USED HEREIN, "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this AgreementACT."

Stock Certificates. You (a) Each stock certificate representing Buyer Exchangeable Shares will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include imprinted with a legend substantially in substantially the following form: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, in addition to any other legends that may be required under federal or state securities lawsTHE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND A DAY AFTER THE LATER OF (I) [CLOSING DATE] AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. NEITHER THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE IN EXCHANGE THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY, NOR ANY SECURITIES ISSUABLE IN EXCHANGE THEREOF, NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. (b) Each stock certificate representing Parent Shares will be imprinted with legends substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE ANY OTHER APPLICABLE SECURITIES ACT OF ANY STATE BUT LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS REQUIREMENTS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AN AGREEMENT RESTRICTING THEIR TRANSFER, A COPY OF WHICH IS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE FILE AT THE OFFICE OF THE SECRETARY COMPANY AND WILL BE FURNISHED TO ANY PROSPECTIVE PURCHASERS ON REQUEST. THE AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this AgreementSHARES REPRESENTED BY THIS CERTIFICATE."

Stock Certificates. You will be reflected as Prior to the owner of record vesting of the Award Shares, the stock certificate(s) evidencing the Award Shares shall be registered on the Company's books in the name of the Award Recipient as of the Grant Date Award Date. Physical possession or custody of such stock certificate(s) shall be retained by the Company until such time as the shares are vested. While in its possession, the Company reserves the right to place a legend on the stock certificate(s) restricting the transferability of such certificate(s) and referring to the terms and conditions (including forfeiture) approved by the Committee and applicable to the shares represented by the certificate(s). The Award Recipient shall deliver to the Company such number of stock powers, endorsed in blank, as the Committee shall require with respect to the Award Shares to be held by the Company during the restriction period. Prior to the vesting of the Award Shares, the Award Recipient shall be entitled to vote the Award Shares and to all other rights of a holder of Common Stock of the Company’s books, except that cash dividends will not be paid to the Award Recipient but shall be withheld by the Company on the following terms. The Company will hold shall maintain and record a calculation of the share certificates for safekeeping, number of additional shares of Common Stock ("Additional Award Shares") that the Award Recipient would own at the end of the restriction period (or otherwise retain at such earlier date on which the Award Shares shall become vested under Section 4 of this Agreement) as if cash dividends (commencing with the dividend payable on March 29, 2002) had been payable to the Award Recipient and had been reinvested in uncertificated book entry formCommon Stock (including fractional shares) of the Company by him as a participant in the Company's Dividend Reinvestment and Stock Purchase Plan (as in effect on the date hereof, or any such amended or successor plan). Upon the vesting of the Award Shares, a certificate for the Additional Award Shares shall be issued to the Award Recipient in the same manner as will apply to the Award Shares and shall be deemed to be awarded as a supplemental restricted stock award under the Omnibus Stock Plan, in consideration of the amount of cash dividends withheld, with cash paid in lieu of any fractional Additional Award Share. If the Award Shares do not become vested, the Additional Award Shares will not be issued and no payments to the Award Recipient with respect to Award Shares cash dividends will be made. Any securities or other property distributable to holders of Common Stock of the Company, other than cash dividends, prior to the vesting of the Award Shares, shall be treated in the same way, subject to the same vesting and forfeiture conditions, as Award Shares and shall not be distributed to the Award Recipient unless and until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreementvested.

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share All stock certificates representing such shares will include of Common Stock acquired pursuant to the exercise of an Option that are issued by Holdings shall contain a legend substantially in substantially the following form: "SHARES OF UNIVERSAL COMPRESSION HOLDINGS, in addition to any other legends that may be required under federal or state securities lawsINC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES ("HOLDINGS") REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF February 20, 1998, AS MAY BE AMENDED, WHICH CONTAINS PROVISIONS REGARDING THE RESTRICTIONS ON THE TRANSFER OF SUCH SHARES AND THE OTHER TERMS AND CONDITIONS SET FORTH IN MATTERS. A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER COPY OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF HOLDINGS. THE SECRETARY SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT REGISTERED UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED (THE COMPANY"SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT." In the event that the shares of Common Stock issued pursuant to the Option are (i) registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an effective registration statement which complies with the then applicable regulations, rules and procedures and practices of the Securities and Exchange Commission, and are registered and/or qualified in accordance with any applicable state laws, regulations, rules and administrative procedures practices, or (ii) transferred pursuant to an exemption from registration under the Securities Act and, at the request of Holdings, Holdings has received an executed legal opinion, satisfactory to its counsel, as to the availability of and compliance with such exemption and that such shares need not bear the restrictive legend stating that such shares have not been registered under the Securities Act, Holdings may issue new certificates representing such shares omitting that portion of such restrictive legend. All regular cash dividends The shares of Common Stock acquired pursuant to the Option shall be subject to the provisions regarding transfers of shares in the Stockholders Agreement dated as of February 20, 1998, among Holdings and other distributions the partners named on the Award Shares held by signature pages thereto, as amended from time to time (the Company will be paid directly "Stockholders Agreement"). At the request of Holdings, the Employee shall become a party to you, but the Stockholders Agreement prior to the issuance of any stock dividends will be treated in the manner set forth in Section 9 of shares under this Agreement.

Stock Certificates. You (a) A stock certificate in respect of shares of Restricted Stock shall be issued in the name of the Executive and shall bear the following legend indicating the restrictions on transfer created by this Agreement and the Release: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS (INCLUDING FORFEITURE) SET FORTH IN AN AGREEMENT, DATED AS OF AUGUST 7, 2001, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. The stock certificates evidencing the shares of Restricted Stock shall be held in custody by the Company until the restrictions on transfer created by this Agreement and the Release shall have lapsed, and the Executive shall deliver a stock power, endorsed in blank, relating to the Restricted Stock. (b) The executive acknowledges that the issuance of the shares of Restricted Stock was not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on an exemption from the registration requirements of the Act, that the Restricted Stock is therefore generally considered "restricted" under applicable securities law, and that the resale of the Restricted Stock will be reflected as subject to certain restrictions and limitations arising from law even after the owner restrictions on transfer created by this Agreement and the Release have lapsed. Accordingly, the certificate representing the shares of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially Restricted Stock shall also bear the following form, in addition to any other legends that may be required under federal or state securities laws. legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR THE APPLICABLE SECURITIES ACT "BLUE SKY" LAWS OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTSSTATE. NO SALESUCH SECURITIES MAY NOT BE OFFERED, OFFER SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS (i) A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIESSUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 UNDER SUCH ACT, OR AN (iii) ANY OTHER EXEMPTION FROM THE REGISTRATION PROVISIONS OF UNDER SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this AgreementACT.

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20JANUARY 7, 2004, 2008 AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share All stock certificates representing such shares will include of Common Stock acquired pursuant to the exercise of an Option that are issued by Holdings shall contain a legend substantially in substantially the following form: "SHARES OF UNIVERSAL COMPRESSION HOLDINGS, in addition to any other legends that may be required under federal or state securities lawsINC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES ("HOLDINGS") REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF FEBRUARY 20, 1998, AS MAY BE AMENDED WHICH CONTAINS PROVISIONS REGARDING THE RESTRICTIONS ON THE TRANSFER OF SUCH SHARES AND THE OTHER TERMS AND CONDITIONS SET FORTH IN MATTERS. A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER COPY OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF HOLDINGS. THE SECRETARY SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT REGISTERED UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED (THE COMPANY"SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT." In the event that the shares of Common Stock issued pursuant to the Option are (i) registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an effective registration statement which complies with the then applicable regulations, rules and procedures and practices of the Securities and Exchange Commission, and are registered qualified in accordance with any applicable state laws, regulations, rules and administrative procedures practices, or (ii) transferred pursuant to an exemption from registration under the Securities Act and, at the request of Holdings, Holdings has received an executed legal opinion, satisfactory to its counsel, as to the availability of and compliance with such exemption and that such shares need not bear the restrictive legend stating that such shares have not been registered under the Securities Act, Holdings may issue new certificates representing such shares omitting that portion of such restrictive legend. All regular cash dividends The shares of Common Stock acquired pursuant to the Option shall be subject to the provisions regarding transfers of shares in the Stockholders Agreement dated as of February 20, 1998, among Holdings and other distributions the partners named on the Award Shares held by signature pages thereto, as amended from time to time (the Company will be paid directly "Stockholders Agreement"). At the request of Holdings, the Employee shall become a party to you, but the Stockholders Agreement prior to the issuance of any stock dividends will be treated in the manner set forth in Section 9 of shares under this Agreement.

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share All certificates representing such shares will include a legend in substantially Shares shall be marked with the following form, in addition to any other legends that may be required under federal or state securities laws. legend: THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE APPLICABLE SECURITIES ACT OF UNDER ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALESECURITIES LAWS, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLEAVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES REPRESENTED ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN OF A CERTAIN RESTRICTED STOCK STOCKHOLDERS' AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER ITS RESPECTIVE STOCKHOLDERS, A COPY OF THIS CERTIFICATE (OR HIS PREDECESSOR WHICH IS ON FILE IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY COMPANY, REFERENCE TO ALL THE TERMS AND CONDITIONS THEREOF BEING MADE, AND NO SALE OR TRANSFER OF THE SHARES EVIDENCED HEREBY MAY BE EFFECTED, EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF SAID STOCKHOLDERS' AGREEMENT. THE COMPANY WILL FURNISH TO THE RECORD HOLDER OF THE CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE, A COPY OF THE STOCKHOLDERS' AGREEMENT. All regular cash dividends and other distributions on the Award Shares held by the Company In addition, all certificates representing Preferred Stock will be paid directly to youmarked with the following additional legend: THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS A DESCRIPTION OF THE POWERS, but any stock dividends will be treated in the manner set forth in Section 9 of this AgreementDESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF EACH SERIES OF PREFERRED STOCK.

Stock Certificates. You will be reflected (a) Except as the owner of record of the Award Shares as of the Grant Date set forth in Section 5(b) below, on the Company’s books. The Company will hold date the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares Restricted Units become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until in accordance with Section 2 above (the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST“Delivery Date”), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held you shall receive, upon payment by you to the Company of the aggregate par value of the shares of Common Stock underlying each fully vested Restricted Unit, stock certificates (the “Certificates”) evidencing the conversion of Restricted Units into shares of Common Stock. The Certificates shall be issued to you as of the Delivery Date and registered in your name. Certificates representing the unrestricted shares of Common Stock will be paid directly delivered to youyou as soon as practicable after the Delivery Date. If, but any stock dividends will however, you elect to defer payment of the shares of Common Stock as provided in Section 7 below, the shares of Common Stock shall be treated in the manner issued as set forth in the Deferral Election Agreement attached hereto as Exhibit A entered into between the Company and you (the “Deferral Election Agreement”). (b) With regards to the Restricted Units that are scheduled to vest on the First Vesting Date and on , 200 (the “Initial Deferred Units”), such units shall become deferred stock units on their respective Vesting Dates and shall not convert into shares of Common Stock at such time. Unless you elect to make a deferral of such units in accordance with Section 9 7, the Initial Deferred Units shall instead convert on , 200 (or within 30 days thereafter at the option of this Agreementthe Company) (the “Deferred Settlement Date”) and you shall receive, upon payment by you to the Company of the aggregate par value of the shares of Common Stock underlying each such fully vested Initial Deferred Unit, Certificates evidencing the conversion of the Initial Deferred Units into shares of Common Stock. The Certificates shall be issued to you as of the Deferred Settlement Date and registered in your name. Certificates representing the unrestricted shares of Common Stock will be delivered to you as soon as practicable after the Deferred Settlement Date.

Stock Certificates. You will be reflected as The Company shall have issued and delivered to each Class B Purchaser, simultaneous against the owner of record delivery by such Class B Purchaser of the Award Shares applicable Purchase Price as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeepingdescribed in Section 1.2, a certificate or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing the Class B Shares acquired hereunder by such shares will include a legend Class B Purchaser, which certificate or certificates shall be registered in substantially such Class B Purchaser’s name or such name as such Class B Purchaser designates and shall contain the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE legends: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE APPLICABLE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY STATE BUT HAVE BEEN ISSUED PERSON, AS DEFINED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALETHE COMPANY’S CERTIFICATE OF INCORPORATION, OFFER IS RESTRICTED TO SELL OR OTHER TRANSFER 9.2% OF THE SECURITIES REPRESENTED BY THIS NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF PURCHASE BY THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to youFURTHER, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20NOVEMBER 1, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20FEBRUARY 5, 2004, 2008 AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20APRIL , 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.

Stock Certificates. You will be reflected Immediately following the Termination Date (as the owner of record such term is defined below) and upon delivery of the Award Shares Original Certificate to the Corporation by the Executive, the Corporation shall, in exchange for the Original Stock Certificate, deliver to the Executive, (i) a stock certificate (the “Vested Stock Certificate”) representing the number of shares of Vested Stock held by the Executive as of the Grant Termination Date on (as such term is defined below) and (ii) a stock certificate (the Company’s books“Unvested Stock Certificate”) representing the number of shares of Unvested Stock held by the Executive as of the Termination Date (as such term is defined below). The Company will hold In the share certificates event that such shares of Unvested Stock become Vested Stock pursuant to Section 7 above, the Corporation shall, in exchange for safekeepingthe Unvested Stock Certificate, or otherwise retain deliver to the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates Executive either a stock certificate representing such shares will include a legend in substantially of Vested Stock or the following formMandatory Redemption Price for such shares, in as the case may be. In addition to any other legends that may be required under federal or state securities laws. placed upon the certificates representing Restricted Stock, certificates representing Restricted Stock shall have the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER SHARES OF STOCK EVIDENCED HEREBY ARE RESTRICTED STOCK AS DEFINED IN THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY AS OF FEBRUARY 20, 2004, AS AMENDED FROM TIME TO TIME2007, BETWEEN THE COMPANY CORPORATION AND THE REGISTERED OWNER EXECUTIVE NAMED THEREIN (THE “RESTRICTED STOCK AGREEMENT”) AND, EXCEPT TO THE EXTENT PROVIDED IN SUCH RESTRICTED STOCK AGREEMENT, THE HOLDER OF THIS CERTIFICATE (SUCH SHARES IS NOT ENTITLED TO ANY INTEREST OR HIS PREDECESSOR RIGHTS PROVIDED THEREIN UNTIL SUCH TIME AS THEY BECOME VESTED STOCK IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT ACCORDANCE WITH THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.RESTRICTED STOCK AGREEMENT”

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share All stock certificates representing such shares will include of Common Stock acquired pursuant to the exercise of an Option that are issued by Holdings shall contain a legend substantially in substantially the following form: "SHARES OF UNIVERSAL COMPRESSION HOLDINGS, in addition to any other legends that may be required under federal or state securities lawsINC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES ("HOLDINGS") REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF FEBRUARY 20, 1998, AS MAY BE AMENDED, WHICH CONTAINS PROVISIONS REGARDING THE RESTRICTIONS ON THE TRANSFER OF SUCH SHARES AND THE OTHER TERMS AND CONDITIONS SET FORTH IN MATTERS. A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER COPY OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF HOLDINGS. THE SECRETARY SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT REGISTERED UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED (THE COMPANY"SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT." In the event that the shares of Common Stock issued pursuant to the Option are (i) registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an effective registration statement which complies with the then applicable regulations, rules and procedures and practices of the Securities and Exchange Commission, and are registered and/or qualified in accordance with any applicable state laws, regulations, rules and administrative procedures practices, or (ii) transferred pursuant to an exemption from registration under the Securities Act and, at the request of Holdings, Holdings has received an executed legal opinion, satisfactory to its counsel, as to the availability of and compliance with such exemption and that such shares need not bear the restrictive legend stating that such shares have not been registered under the Securities Act, Holdings may issue new certificates representing such shares omitting that portion of such restrictive legend. All regular cash dividends The shares of Common Stock acquired pursuant to the Option shall be subject to the provisions regarding transfers of shares in the Stockholders Agreement dated as of February 20, 1998, among Holdings and other distributions the partners named on the Award Shares held by signature pages thereto, as amended from time to time (the Company will be paid directly "Stockholders Agreement"). At the request of Holdings, the Employee shall become a party to you, but the Stockholders Agreement prior to the issuance of any stock dividends will be treated in the manner set forth in Section 9 of shares under this Agreement.

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20May 17, 20042005, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.

Stock Certificates. You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share All stock certificates representing such shares will include of Common Stock acquired pursuant to the exercise of an Option that are issued by Holdings shall contain a legend substantially in substantially the following form: "SHARES OF UNIVERSAL COMPRESSION HOLDINGS, in addition to any other legends that may be required under federal or state securities lawsINC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES ("HOLDINGS") REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF February 20, 1998, AS MAY BE AMENDED, WHICH CONTAINS PROVISIONS REGARDING THE RESTRICTIONS ON THE TRANSFER OF SUCH SHARES AND THE OTHER TERMS AND CONDITIONS SET FORTH IN MATTERS. A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER COPY OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF HOLDINGS. THE SECRETARY SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT REGISTERED UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED (THE COMPANY"SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT." In the event that the shares of Common Stock issued pursuant to the Option are (i) registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an effective registration statement which complies with the then applicable regulations, rules and procedures and practices of the Securities and Exchange Commission, and are registered and/or qualified in accordance with any applicable state laws, regulations, rules and administrative procedures practices, or (ii) transferred pursuant to an exemption from registration under the Securities Act and, at the request of Holdings, Holdings has received an executed legal opinion, satisfactory to its counsel, as to the availability of and compliance with such exemption and that such shares need not bear the restrictive legend stating that such shares have not been registered under the Securities Act, Holdings may issue new certificates representing such shares omitting that portion of such restrictive legend. All regular cash dividends The shares of Common Stock acquired pursuant to the Option shall be subject to the provisions regarding transfers of shares in the Stockholders Agreement dated as of February 20, 1998, among Holdings and other distributions the partners named on the Award Shares held by signature pages thereto, as amended from time to time (the Company will "Stockholders Agreement"). At the request of Holdings, the Employee shall become a party to the Stockholders Agreement prior to the issuance of any shares under this Agreement and Consent. In the event the Stockholders Agreement terminates, certificates representing the shares of Common Stock issued pursuant to the Option may be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 issued omitting that portion of this Agreement.the

Stock Certificates. You will be reflected as Prior to the owner of record vesting of the Award Shares, the stock certificate(s) evidencing the Award Shares as of the Grant Date shall be registered on the Company’s booksbooks in the name of the Award Recipient as of the Award Date. Physical possession or custody of such stock certificate(s) shall be retained by the Company until such time as the shares are vested. While in its possession, the Company reserves the right to place a legend on the stock certificate(s) restricting the transferability of such certificate(s) and referring to the terms and conditions (including forfeiture) approved by the Committee and applicable to the shares represented by the certificate(s). The Award Recipient shall deliver to the Company will hold such number of stock powers, endorsed in blank, as the share certificates for safekeeping, or otherwise retain Committee shall require with respect to the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable and until they may to be transferred freely without restriction under this Agreement. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Shares held by the Company during the restriction period. Prior to the vesting of the Award Shares, the Award Recipient shall be entitled to vote the Award Shares and to all other rights of a holder of Common Stock of the Company, except that cash dividends will not be paid to the Award Recipient but shall be withheld by the Company on the following terms. The Company shall maintain and record a calculation of the number of additional shares of Common Stock (“Additional Award Shares”) that the Award Recipient would own at the end of the restriction period (or at such earlier date on which Award Shares shall become vested under Section 4 of this Agreement) as if cash dividends (commencing with the dividend payable in ) had been payable to the Award Recipient and had been reinvested in Common Stock (including fractional shares) of the Company by her as a participant in the Company’s Dividend Reinvestment and Stock Purchase Plan (as in effect on the date hereof, or any such amended or successor plan). Upon the vesting of the Award Shares, a certificate for the Additional Award Shares shall be issued to the Award Recipient in the same manner as will apply to the Award Shares and shall be deemed to be awarded as a supplemental restricted stock award under the Omnibus Stock Plan, in consideration of the amount of cash dividends withheld, with cash paid in lieu of any fractional Additional Award Share. If any Award Shares do not become vested, the Additional Award Shares attributable thereto will not be issued and no payments to the Award Recipient with respect to such Award Share cash dividends will be paid directly made. Any securities or other property distributable to youholders of Common Stock of the Company, but any stock dividends will other than cash dividends, prior to the vesting of Award Shares, shall be treated in the manner set forth in Section 9 of this Agreementsame way, subject to the same vesting and forfeiture conditions, as Award Shares and shall not be distributed to the Award Recipient unless and until such Award Shares become vested.

Stock Certificates. You will be reflected as the owner of record of the Award Option Shares as of the Grant Date date of exercise of the Option on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Option Shares in uncertificated book entry form, until the Award Option Shares become vested and nonforfeitable and until they may be transferred freely without restriction under this Agreement. Until the Award Shares become vested Agreement and nonforfeitable, any share certificates representing such shares will include a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS IS THEN APPLICABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A CERTAIN RESTRICTED STOCK OPTION AGREEMENT DATED MAY 20JULY 27, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY. All regular cash dividends and other distributions on the Award Option Shares held by the Company will be paid directly to you, but any stock dividends will be treated in the manner set forth in Section 9 of this Agreement.