Charter of the Audit Committee of the Board of Directors of Cameron

Organization

The Audit Committee of the Board of Directors shall be comprised of at least
three independent directors. All Audit Committee members will be financially literate,
and at least one member will be a “financial expert”. Members of the Audit Committee shall be considered independent if they have no relationship to the Company that may interfere with the exercise of their independence from management and the Company and otherwise satisfy the requirements for independence in the listing requirements of the New York Stock Exchange and the rules of the Securities and Exchange Commission. Satisfaction of the accounting and financial requirements shall be determined by the Board in its business judgment, in accordance with the rules of the New York Stock Exchange.

Statement of Purpose

The purpose of the Audit Committee is to prepare the Audit Committee Report to
be included in the Company’s annual proxy statement and to provide assistance to the
Board in its oversight of:

• the integrity of Company’s accounting and financial reporting processes
  and of the audits of the financial statements of the Company;
• the Company’s compliance with legal and regulatory requirements;
• the outside auditor’s independence and qualifications; and
• the performance of the Company’s internal audit function and outside
  auditors.

The function of the Audit Committee is oversight. The management of the Company
is responsible for the preparation, presentation and integrity of the Company’s
financial statements. Management and the internal auditing function are responsible
for maintaining and applying appropriate accounting and financial reporting principles
and policies and internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The outside auditors are
responsible for planning and carrying out a proper audit and reviews, including
reviews of the Company’s quarterly financial statements prior to the filing of each
quarterly report on Form 10-Q, and other procedures. In fulfilling their responsibilities
hereunder, it is recognized that members of the Audit Committee are not full-time
employees of the Company and are not, and do not represent themselves to be,
accountants or auditors by profession or experts in the fields of accounting or auditing.
As such, it is not the duty or responsibility of the Audit Committee or its members to
conduct “field work” or other types of auditing or accounting reviews or procedures,
and each member of the Audit Committee shall be entitled to rely on (i) the integrity of
those persons and organizations within and outside the Company from whom it
receives information and (ii) the accuracy of the financial and other information
provided to the Audit Committee by such persons or organizations absent actual
knowledge to the contrary.

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