Goldman, Sachs & Co. is expected to purchase shares of Dresser-Rand common stock in the open market in connection with the accelerated stock buyback. The agreement contemplates that final settlement should occur early in the fourth quarter. At settlement, Dresser-Rand may be entitled to receive additional shares of common stock from Goldman, Sachs & Co. or, under certain circumstances, may issue additional shares or make a payment to Goldman, Sachs & Co. at the Company's option.