10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal year ended December 31, 2004

OR

£  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-13884

COOPER CAMERON CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	76-0451843
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1333 West Loop South
Suite 1700
Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (713) 513-3300

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, Par Value $0.01 Per Share	New York Stock Exchange
Junior Participating Preferred Stock	New York Stock Exchange
Purchase Rights
Par Value $0.01 Per Share

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No £

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes þ No £

     The aggregate market value of the Common Stock, par value $0.01 per share, held by non-affiliates of Registrant as of June 30, 2004, our most recently completed second fiscal quarter, was approximately $1,698,171,777. For the purposes of the determination of the above statement amount only, all directors and executive officers of the Registrant are presumed to be affiliates. The number of shares of Common Stock, par value $.01 per share, outstanding as of February 17, 2005, was 54,028,624.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant’s Annual Report to Stockholders for 2004 — Part II.
Portions of Registrant’s 2005 Proxy Statement for the Annual Meeting of Stockholders
to be held May 5, 2005 — Part III

TABLE OF CONTENTS

ITEM	PAGE
Part 1
1. Business		1
Markets and Products		2
Market Issues		5
Geographic Breakdown of Revenues		6
New Product Development		6
Competition		7
Manufacturing		7
Backlog		8
Patents, Trademarks and Other Intellectual Property		8
Employees		8
Executive Officers of Registrant		9
Available Information		10
Glossary of Terms		10
2. Properties		11
3. Legal Proceedings		11
4. Submission of Matters to a Vote of Security Holders		12
Part II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		13
6. Selected Financial Data		13
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
7A. Quantitative and Qualitative Disclosures about Market Risk		13
8. Financial Statements and Supplementary Data		13
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		14
9A. Controls and Procedures		14
9B. Other Information		14
Part III
10. Directors and Executive Officers of the Registrant		14
11. Executive Compensation		15
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		15
13. Certain Relationships and Related Transactions		15
14. Principal Accountant Fees and Services		15
Part IV
15. Exhibits, Financial Statement Schedules		15
Signatures		21
Retirement Savings Plan, as amended
1st through 3rd Amend.to Retirement Savings Plan
Merger of 401(k) Profit Sharing Plan
Merger of Savings-Investment Plan
1st through 8th Amend.to Individual Account Retirement Plan
1st through 5th Amend.to Savings-Investment Plan
1st Amend.to 2nd Amended 1995 Stock Option Plan
7th Amend.to Long-Term Incentive Plan
Amendment to Employment Agreement - Charles M. Sledge
Amendment to Employment Agmt - Franklin Myers
Amendment to Employment Agmt - Sheldon R. Erikson
Change of Control Agreement
Form of Restricted Stock Agreement
Portions of the 2004 Annual Report to Stockholders
Code of Ethics for Management Personnel
Standards of Conduct
Subsidiaries of Registrant
Consent of Independent Registered Public Accounting Firm
Powers of Attorney
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO & CFO Pursuant to Section 906

PART I

ITEM 1. BUSINESS

     Cooper Cameron Corporation (“Cooper Cameron” or the “Company”) is a leading international manufacturer of oil and gas pressure control and separation equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications. Cooper Cameron is also a leading manufacturer of centrifugal air compressors, integral and separable gas compressors and turbochargers. See “Glossary of Terms” at the end of Item 1 for definitions of certain terms used in this section. Any reference to Cooper Cameron Corporation, its divisions or business units within this paragraph or elsewhere within this 10-K as being a leader, leading provider, leading manufacturer, or having a leading position is based on the amount of equipment installed worldwide and available industry data.

     Cooper Cameron’s origin dates back to the mid-1800s with the manufacture of steam engines that provided power for plants and textile or rolling mills. By 1900, with the discovery of oil and gas, Cooper Cameron’s predecessors moved into the production of internal combustion engines and gas compressors. Product offerings were added by the Company’s predecessors through various acquisitions, in particular the acquisitions of The Bessemer Gas Engine Company (gas engines and compressors); Pennsylvania Pump and Compressor (reciprocating air and gas compressors); Ajax Iron Works (compressors); Superior (engines and compressors); Joy Petroleum Equipment Group (valves, couplings and wellheads); Joy Industrial Compressor Group (compressors); and Cameron Iron Works (blowout preventers, ball valves, control equipment and McEvoy-Willis wellhead equipment and choke valves).

     Cooper Cameron, a Delaware corporation, was incorporated on November 10, 1994. The Company operated as a wholly-owned subsidiary of Cooper Industries, Inc. until June 30, 1995, the effective date of the completion of an exchange offer with Cooper Industries’ stockholders resulting in the Company becoming a separate stand-alone company. The common stock of Cooper Cameron trades on the New York Stock Exchange under the symbol “CAM”.

     In 1996, Cooper Cameron purchased the assets and assumed certain operating liabilities of Ingram Cactus Company and acquired interests in the Ingram Cactus joint ventures in Venezuela and Malaysia. The operations were integrated into those of the Cameron division. . The business acquired manufactured wellheads, surface systems, valves and actuators used primarily in onshore oil and gas production operations, and owned manufacturing facilities in, among other places, Oklahoma City and Broussard, Louisiana, as well as in the United Kingdom.

     In 1998, the Company acquired Orbit Valve International, Inc. (“Orbit^®”). Orbit became part of the Cooper Cameron Valves organization. Orbit manufactures and sells high-performance valves and actuators for the oil and gas and petrochemical industries. Orbit’s primary manufacturing facility is located in Little Rock, Arkansas.

     In September 2002, the Company acquired certain assets of Stewart and Stevenson’s Petroleum Equipment Segment, providing product line additions and cost savings opportunities within the Cameron division. In December 2002, the Company acquired Nutron Industries, a valve manufacturer based in Edmonton, Canada. This acquisition expanded the product offerings of the Cooper Cameron Valves division, and provided opportunities to grow sales outside the United States, particularly in Canada.

     In February 2004, the Company acquired Petreco International Inc. (“Petreco”), a Houston, Texas-headquartered supplier of oil and gas separation products, for approximately $90 million, net of cash acquired and debt assumed. Petreco is a market leader in highly engineered custom processing products for the worldwide oil and gas industry.

     In November 2004, the Company acquired certain businesses of the PCC Flow Technologies segment of Precision Castparts Corp. for approximately $79.7 million, net of cash acquired and debt assumed. The operations acquired serve customers in the surface oil and gas production, pipeline and process markets, and include the General Valve business, the PCC Ball Valves business, the TBV specialty valve business, AOP Industries and Sterom S.A., located in Romania.

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Business Segments

Markets and Products

     The Company’s operations are organized into three separate business segments — Cameron, Cooper Cameron Valves and Cooper Compression, each of which conducts business as a division of the Company. For additional business segment information for each of the three years in the period ended December 31, 2004, see Note 14 of the Notes to Consolidated Financial Statements, which Notes are incorporated herein by reference in Part II, Item 8 hereof (“Notes to Consolidated Financial Statements”).

      Cameron Division

     Cameron is one of the world’s leading providers of systems and equipment used to control pressures and direct flows of oil and gas wells. Its products are employed in a wide variety of operating environments including basic onshore fields, highly complex onshore and offshore environments, deepwater subsea applications and ultra-high temperature geothermal operations.

     Cameron’s products include surface and subsea production systems, blowout preventers, drilling and production control systems, gate valves, actuators, chokes, wellheads, drilling riser and aftermarket parts and services. Cameron’s products are marketed under the brand names Cameron^®, W-K-M^®, McEvoy^® and Willis^®. Additionally, Cameron manufactures elastomers, which are used in pressure and flow control equipment and other petroleum industry applications, as well as in the petroleum, petrochemical, rubber molding and plastics industries.

     Cameron’s aftermarket program, CAMSERV™, combines traditional aftermarket services and products, such as equipment maintenance and reconditioning, with Cameron’s information technology toolset. CAMSERV is designed to provide flexible, cost-effective solutions to customer aftermarket needs throughout the world. Cameron also provides an inventory of repair parts, service personnel, planning services and inventory and storage of customers’ idle equipment. Over the years, Cameron has continued to enhance its aftermarket presence worldwide with new facilities in Brazil, Mexico, Angola, Newfoundland, and Onne Port, Nigeria (which will be completed in the first quarter of 2005).

     As petroleum exploration activities have increasingly focused on subsea locations, Cameron has directed much of its new product development efforts toward this market. Cameron’s patented SpoolTree™ horizontal subsea production system, which was introduced in 1993, is used in oil and gas fields with subsea completions that require frequent retrieval of downhole equipment. With the SpoolTree system, well completion and workover activities can be performed without a workover riser or removal of the Christmas tree and under conventional blowout preventer control, thereby reducing the time, equipment and expense needed to perform such activities. Cameron advanced its tradition of innovation with the introduction of an all-electric subsea production system, CameronDC^™, which is designed to offer greater reliability and provide substantial cost savings to customers.

     The Cameron Willis Chokes business unit was formed to focus resources on the choke product line with the goal of enhancing Cameron’s performance in this product line. Cameron Willis manufactures Cameron and Willis brand chokes and Cameron brand actuators for the surface and subsea production markets. The Company’s primary choke manufacturing operations are located in Longford, Ireland, and its primary surface gate valve actuator manufacturing operations are located at the Cameron Willis plant in Houston, Texas.

     Cameron’s research center located in Houston, Texas has ten specially designed test bays to test and evaluate Cameron’s products under realistic conditions. These include environmental test chambers to simulate extreme pressures and temperatures, high-strength fixtures for the application of multi-million pound tensile and bending loads, high pressure gas compressors and test enclosures, a hyperbaric chamber to simulate the external pressures of deepwater environments, and two circulation loops for erosion and flow testing.

     During 2002, Cameron introduced the new Environmental Safe Guard (ESG^™) system, which combines a traditional surface blowout preventer with a subsea device (the ESG unit) at the bottom of the drilling string. This allows operators to use the less expensive second- or third-generation semi submersible rigs, instead of fourth- or

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fifth-generation units, to drill in deepwater locales. These systems have since been deployed offshore Brazil, Indonesia and in the Mediterranean Sea.

     In February of 2004, with the Company’s acquisition of Petreco, Cameron assumed a leading position in the surface oil and gas separation business and an entrée into the subsea processing business. Petreco’s products include electrostatic desalters and dehydrators, hydrocyclones, desanders, floatation equipment, processing equipment, gas processing equipment and electrochlorinators. These products are marketed under the brand names Petreco^®, Vortoil^®, Krebs^®, Unicel^®, Wemco^®, Metrol^™, KCC^™, Depurator^® and BFCC^™.

     In April 2004, the Offshore Systems organization was formed to improve focus, visibility and accountability in large offshore projects, which have become increasingly large and important components of the Cooper Cameron served market.

     The 2004 acquisition by the Company of certain assets and businesses of PCC Flow Technologies brought with it PCC Sterom, now Sterom S.A., which has a plant in Romania manufacturing a range of wellheads and valves, providing Cameron with a competitive source for these products.

     Cameron primarily markets its products directly to end-users through a worldwide network of sales and marketing employees, supported by agents in some international locations. Due to the technical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.

     Cameron’s primary customers include oil and gas majors, independent producers, engineering and construction companies, drilling contractors, rental companies and geothermal energy producers.

      Cooper Cameron Valves Division

     Cooper Cameron Valves (CCV) is a leading provider of valves and related systems primarily used to control pressures and direct the flow of oil and gas as they are moved from individual wellheads through flow lines, gathering lines and transmission systems to refineries, petrochemical plants and industrial centers for processing. Large diameter valves are used primarily in natural gas transmission lines. Smaller valves are used in oil and gas gathering and processing systems and in refineries and petrochemical plants. Equipment used in these environments is generally required to meet demanding API 6D and American National Standards Institute (ANSI) standards.

     CCV’s products include gate valves, ball valves, butterfly valves, Orbit valves, rotary process valves, block & bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and services. These products are marketed under the brand names Cameron^®, W-K-M^®, Orbit^®, Demco^®, Foster^®, NAVCO^®, Nutron^®, Thornhill Craver^™ and TruSeal^®. During the first quarter of 2000, CCV expanded its field service capabilities with the acquisition of Valve Sales Inc., a Houston-based valve repair and manufacturing company. As described previously, Nutron, a Canadian valve manufacturer, was acquired in December 2002 in order to further expand CCV’s product offerings, particularly in Canada.

     A major focus during 2003 was rationalization of facilities and the related costs. These efforts included the restructuring of the Oklahoma City plant and the consolidation of CCV’s four Edmonton, Canada facilities into one location. Another area of focus in 2003 was the expansion of the aftermarket business. Six new facilities were added during 2003, including four outside the U.S., and three existing facilities were expanded. CCV now has a total of 15 aftermarket locations worldwide.

     In 2004, with the Company’s acquisition of certain businesses and assets of PCC Flow technologies, CCV acquired a wider range of product offerings, including the double-block and bleed TwinSeal™ line, the TBV™ high-end ball valves intended for use in cryogenic and other severe service applications, and the Techno™ check valves. The business lines acquired include General Valve, AOP Industries, TBV Techno and the former PCC Ball Valve Italy, which brings to CCV, a leader in welded ball valves, a full range of take-apart bolted body ball valves.

     CCV markets its equipment and services through a worldwide network of combined sales and marketing employees, distributors and agents in selected international locations. Due to the technical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.

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     CCV’s primary customers include oil and gas majors, independent producers, engineering and construction companies, pipeline operators, drilling contractors and major chemical, petrochemical and refining companies.

      Cooper Compression Division

     Cooper Compression was created in 2002 through the combination of Cooper Energy Services (CES) and Cooper Turbocompressor (CTC). The business is divided into Reciprocating Technology, which encompasses the products and services historically provided by CES, and Centrifugal Technology, which encompasses the air and gas compression markets traditionally served by CTC.

     Cooper Compression is a leading provider of reciprocating and centrifugal technology applications. Cooper Compression’s products include aftermarket parts and services, integral reciprocating engine-compressors, reciprocating compressors, turbochargers, integrally geared centrifugal compressors, and compressor systems. Its aftermarket services include spare parts, technical services, repairs, overhauls and upgrades.

     Cooper Compression’s products and services are marketed under the Ajax^®, Superior^®, Cooper-Bessemer^®, Penn^™, Enterprise^™, Texcentric®, Compression Specialties^™, Turbine Specialties^™ (reciprocating products) and Turbo Air^®, Genuine Joy^® (aftermarket parts only), Dry Pak^™, TA^™ and MSG^® (centrifugal products) brand names. Cooper Compression provides global support for its products and maintains sales and/or service offices in key international locations.

Reciprocating Technology

     Cooper Compression provides Ajax integral engine-compressors (140 to 880 horsepower), which combine the engine and compressor on a single drive shaft, and are used for gas re-injection and storage, as well as on smaller gathering and transmission lines. In addition, a 1,800 RPM separable compressor, featuring low vibration and couple-free design features, was added in 2001. This product was significantly upgraded during 2004 to enhance its efficiency and will be launched in 2005 in the compressed natural gas market. These compressors (100 to 280 horsepower) are also sold in gas gathering, drilling and compressed natural gas markets.

     Superior reciprocating compressors (100 to 9,000 horsepower) are used primarily for natural gas applications, including production, storage, withdrawal, processing and transmission, as well as petrochemical processing. The Superior WG compressor series was introduced in 2000 for large project applications up to 9,000 horsepower. These high-speed separable compressor units can be matched with either natural gas engine drivers or electric motors and provide a cost advantage over competitive equipment in the same power range. In 2004, Cooper Compression further enhanced its product offerings by developing a new compressor cylinder line that provides customers better operating flexibility. These are marketed under the “RAM” trade name. Additionally, a new line of compressor frames is under development and scheduled for launch in 2005.

     There is an installed base of Cooper-Bessemer, Penn, Enterprise, Superior, Ajax and Joy engines and compressors (up to 30,000 horsepower) for which Cooper Compression provides replacement parts and service on a worldwide basis. During 2004, a major expansion to the Company’s industry-leading turbocharger capabilities was completed, providing expanded services and faster product deliverability.

     Cooper Compression’s channel to market utilizes a distributor network in North America for new reciprocating compressors and direct selling for most international customers. These channels are continually rationalized to provide maximum exposure for the Company’s products. During 2004, Cooper Compression continued to refine its channels and has added new partners in key markets and locations to better support the current strong compression needs.

     As part of its restructuring, Cooper Compression constructed a Superior separable compressor plant and research and development center in Waller, Texas in 2000. Each manufacturing station in the plant is designed for short cycle, just-in-time machining and assembly to reduce inventory requirements and product lead times. The plant is designed to manufacture the division’s complete line of Superior compressor units to serve the natural gas market.

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     Cooper Compression continued its restructuring efforts in 2002 with the decision to close an additional 13 facilities worldwide in order to properly size the business to current market conditions. These actions were largely completed during 2003.

     In 2004, the Turbine Services group moved into a newly renovated facility and Cooper Compression division management relocated to its new Bingle Road (Houston) headquarters.

     Cooper Compression’s primary customers in reciprocating technology include gas transmission companies, compression leasing companies, oil and gas producers and processors and independent power producers.

Centrifugal Technology

     Cooper Compression also manufactures and supplies integrally geared centrifugal compressors, compressor systems, as well as aftermarket services, to customers around the world. Centrifugal air compressors, used primarily in manufacturing processes, are sold under the trade name of Turbo Air, with specific models including the TA-2000, TAC-2000, TA-3000, TA-6000, TA-11000 and TA-20000. Engineered compressors are used in the process air and gas markets and are identified by the trade names of Turbo Air and MSG.

     The process and plant air centrifugal compressors deliver oil-free compressed air and other gases to the customer, thus preventing oil contamination of the finished products. Worldwide customers increasingly prefer oil-free air for quality, safety, operational and environmental reasons.

     Cooper Compression provides installation and maintenance service, parts, repairs, overhauls and upgrades to its worldwide customers for plant air and process gas compressors. It also provides aftermarket service and repairs on all equipment it produces through a worldwide network of distributors, service centers and field service technicians utilizing an extensive inventory of parts.

     Cooper Compression’s customers in centrifugal technology are petrochemical and refining companies, natural gas processing companies, durable goods manufacturers, utilities, air separation and chemical companies.

Market Issues

     Cooper Cameron, through its segments, is one of the leaders in the global market for the supply of petroleum production equipment. Cooper Cameron believes that it is well positioned to serve these markets. Plant and service center facilities around the world in major oil- and gas-producing regions provide a broad market coverage.

     The global market continues to be a source of growth for Cooper Cameron. The desire to expand oil and gas resources and transmission capacity in developed and developing countries, for both economic and political reasons, continues to be a major factor affecting market demand. Additionally, establishment of industrial infrastructure in the developing countries will necessitate the growth of basic industries that require plant air and process compression equipment. Production and service facilities in North and South America, Europe, the Far and Middle East and West Africa provide the Company with the ability to serve the global marketplace.

     In each of Cooper Cameron’s business segments, a large population of installed engines, compression equipment, and oil and gas production equipment exists in the worldwide market segments. The rugged, long-lived nature of the equipment provides a relatively stable repair parts and service business. However, with respect to Cooper Compression, approximately 35% of that segment’s revenues come from the sale of replacement parts for equipment that the Company no longer manufactures. Many of these units have been in service for long periods of time and are gradually being replaced. As this installed base of legacy equipment declines, the Company’s potential market for parts orders is also reduced. In recent years, the Company’s revenues from replacement parts associated with legacy equipment have declined nominally. Notwithstanding, significant product development and service attention is directed toward this legacy population in order to keep them in service. Retrofits targeted to emissions reduction, efficiency improvement and safety remain areas of focus.

     In recent years, the Company’s Cameron Division has been expanding into the deepwater subsea systems market. This market is significantly different from the Company’s other markets since deepwater subsea systems

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projects are significantly larger in scope and complexity, in terms of both technical and logistical requirements. Deepwater subsea projects (i) typically involve long lead times, (ii) typically are larger in financial scope, (iii) typically require substantial engineering resources to meet the technical requirements of the project, and (iv) often involve the application of existing technology to new environments and, in some cases, new technology. These projects accounted for nearly 15% of revenues in 2004.

Geographic Breakdown of Revenues

     Revenues for the years ended December 31, 2004 and 2003 were generated from shipments to the following regions of the world (dollars in thousands):

					Increase
Region	2004		2003		(Decrease)
North America	$	859,126	$	783,427	$	75,699
South America		89,726		79,114		10,612
Asia, including Middle East		390,374		261,481		128,893
Africa		438,060		195,739		242,321
Europe		292,775		299,011		(6,236	)
Australia, New Zealand And Other		22,784		15,574		7,210
	$	2,092,845	$	1,634,346	$	458,499

New Product Development

     Cameron has introduced several new drilling products during the last several years. These new products include the 3.5 million-pound load capacity LoadKing^™riser system, used for drilling in up to 10,000-foot water depths; a new lightweight and lower-cost locking mechanism for subsea BOPs; and a new generation of variable-bore ram packers. Other Cameron-developed products have won awards for innovation. Cameron’s Freestanding Drilling Riser, introduced in 1999, was a winner of the Petroleum Engineer International Special Meritorious Award for Engineering Innovation. During 2002, Cameron’s new Environmental Safe Guard system received World Oil® magazine’s prestigious “Next Generation” award as “Best Drilling/Completion Solution.”

     During 2002, Cameron marked the tenth anniversary of its introduction of the patented SpoolTree™ subsea production system, a tree design referred to generically as a horizontal subsea tree. The SpoolTree has received numerous awards for its advanced technology and innovation, was recognized for its contributions to the industry at the Offshore Technology Conference in Houston during May 2002, and resulted in Cameron receiving the prestigious Queen’s Award for Enterprise in the U.K. in 2002. A Cameron SpoolTree was installed in 2002 at a depth of 7,209 feet in Marathon’s Camden Hill field in the Gulf of Mexico, a record depth at the time.

     In May 2004, the Cameron division unveiled its CameronDC subsea production system at the Offshore Technology Conference in Houston, Texas. This is the world’s first DC-powered, all-electric system, designed for increased reliability and improved performance in deepwater applications. The Company has more than 45 patents on this system.

     Several new controls products have also been added. Cameron launched a new electro-hydraulic drilling control system in 1997 and a new subsea production control system in 1998. In 2001, the Company expanded the CAMTROL system to include all of Cameron’s controls capabilities, including production, drilling and workover. In May 2002, Cameron enhanced its production controls offering by upgrading the controllers and software. These improvements follow the CAMTROL design philosophies of modularity and redundancy.

     During 2003, Cameron began production of a new lower-cost compact wellhead system. Several of these systems were installed in fields in upstate New York. Additionally, a new valve was designed for extreme applications where manually operated valves would not be a preferred option. This product has been successful in large-bore, high-pressure gas applications and in well stimulation activity, particularly in the Gulf Coast region.

     In 2000, CCV completed the development of a range of 2” to 16” ball valves capable of performing at pressures of 10,000 psi and in water depths of 10,000 feet.

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     In 2004, CCV introduced a new actuator named ActraCam™ to operate its all-welded Cameron ball valve.

     Through the introduction of its new compressor frames, Cooper Compression’s standard product range was extended up to 2,500 horsepower, positioning it as a viable supplier of turbo plant air compressors in a wide range of horsepowers. One of the new products, the TAC-2000, won 2001’s Silver Award for Product of the Year from Plant Engineering magazine. In 2001, remote monitoring was added to the control system capabilities. The new Vantage controller is available as an upgrade kit for both proprietary and competitor compressors.

     Cooper Compression’s product range has been expanded through the addition of new compressor frames (TA-6000, TAC-2000, TA-11000 and TA-20000) and the addition of trademarked accessories such as Dry Pak heat of compression dryers and Turboblend, a hydro-cracked turbomachinery lubricating oil. In 2001, the Engineered Compressor product line was redefined and the MSG Renaissance program was introduced to update the MSG product line.

     Cooper Compression has focused product development resources to further expand its high-efficiency plant air compressor line and to provide engineered compressors matched to the requirements of its customers. The latter is being achieved by advances in aerodynamic and rotor dynamic analytical design capability. The year 2001 saw the addition of centrifugal gas applications.

     Cooper Compression’s suite of reciprocating compressors was also expanded in 2004. New compressor frames and cylinders will be introduced in the future, further expanding the broad product line.

Competition

     Cooper Cameron competes in all areas of its operations with a number of other companies, some of which have financial and other resources comparable to or greater than those of Cooper Cameron.

     Cooper Cameron has a leading position in the petroleum production equipment markets, particularly with respect to its high-pressure products. In these markets, Cooper Cameron competes principally with Balon Corporation, Circor International, Inc., Dril-Quip, Inc., Dresser Valve, FMC Technologies, Inc., Hydril Company, Aker Kvaerner, Masterflo, Varco International, Inc., Wood Group, Vetco International, NATCO Group, Inc., CB & I Howe-Baker, Hanover Compressor Company, Tyco International Ltd., Petrovalve (a Flotek Industries, Inc. company), Pibiviese, PBV-USA, Inc. (a Zy-Tech Global Industries company), Bettis, Shafer (Valve Automation division of Emerson Process Management, FlowServ (an Edwards Valves company), and GE Gemini (a member of the GE Oil & Gas Group).

     The principal competitive factors in the petroleum production equipment markets are technology, quality, service and price. Cooper Cameron believes several factors give it a strong competitive position in these markets. Most significant are Cooper Cameron’s broad product offering, its worldwide presence and reputation, its service and repair capabilities, its expertise in high-pressure technology and its experience in alliance and partnership arrangements with customers and other suppliers.

     Cooper Cameron also has a strong position in the compression equipment markets. In these markets, Cooper Cameron competes principally with the Dresser-Rand division of First Reserve Corporation, Demag, GHH/Borsig, Elliott Company (an Elliott Ebara Group company) Ariel Corporation, Atlas-Copco AB, Endyn Energy Dynamics, CECO (a Compressor Engineering Corporation company), Hoerbiger Group, TCS, Universal Compression and IR Air Solutions The principal competitive factors in the compression equipment markets are engineering and design capabilities, product performance, reliability and quality, service and price. Cooper Cameron has a competent engineering staff and skilled technical and service representatives, with service centers located throughout the world.

Manufacturing

     Cooper Cameron has manufacturing facilities worldwide that conduct a broad variety of processes, including machining, fabrication, assembly and testing using a variety of forged and cast alloyed steels and stainless steel as the primary raw materials. In recent years, Cooper Cameron has rationalized plants and products, closed various manufacturing facilities, moved product lines to achieve economies of scale, and upgraded the remaining facilities.

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This is an ongoing process as the Company seeks ways to improve delivery performance and reduce costs. Cooper Cameron maintains advanced manufacturing, quality assurance and testing equipment geared to the specific products that it manufactures and uses extensive process automation in its manufacturing operations. The manufacturing facilities utilize computer-aided, numeric-controlled tools and manufacturing techniques that concentrate the equipment necessary to produce similar products in one area of the plant in a configuration commonly known as a manufacturing cell. One operator in a manufacturing cell can monitor and operate several machines, as well as assemble and test products made by such machines, thereby improving operating efficiency and product quality.

     Cooper Cameron’s test capabilities are critical to its overall processes. The Company has the capability to test most equipment at rated operating conditions, measuring all operating parameters, efficiency and emissions. All process compressors for air separation and all plant air compressors are given a mechanical and aerodynamic test in a dedicated test center prior to shipment.

     All of Cooper Cameron’s Asian, European and Latin American manufacturing plants are ISO certified and API licensed. Most of the U.S. plants are ISO certified, and certification is planned for the remainder. ISO is an internationally recognized verification system for quality management.

Backlog

     Cooper Cameron’s backlog was approximately $1,000.0 million at December 31, 2004, (approximately 85% of which is expected to be shipped during 2005) as compared to $946.6 million at December 31, 2003, and $827.8 million at December 31, 2002. Backlog consists of customer orders for which a purchase order has been received, satisfactory credit or financing arrangements exist and delivery is scheduled.

Patents, Trademarks and Other Intellectual Property

     As part of its ongoing research, development and manufacturing activities, Cooper Cameron has a policy of seeking patents when appropriate on inventions involving new products and product improvements. Cooper Cameron owns 280 unexpired United States patents and 500 unexpired foreign patents. During 2004, 18 new U.S. and 41 new foreign patent applications were filed.

     Although in the aggregate these patents are of considerable importance to the manufacturing of many of its products, Cooper Cameron does not consider any single patent or group of patents to be material to its business as a whole.

     Trademarks are also of considerable importance to the marketing of Cooper Cameron’s products. Cooper Cameron considers the following trade names to be material to its business as a whole: Cameron, Cooper-Bessemer, Ajax, Willis and W-K-M. Other important trademarks used by Cooper Cameron include C-B Turbocharger™, Demco, DryPak, Dynacentric^™, Dynaseal^™, Enterprise, Foster, Genuine Joy, H & H^™, McEvoy, MSG, NAVCO^®, Nickles Industrial, Nutron^®, Orbit, Penn, POW-R-SEAL^™, Quad 2000™, SAF-T-SEAL^™, Superior, TA, Texcentric, Thornhill Craver, TruSeal, Turbine Specialties (Reciprocating Products), Turbo Air VANTAGE^™, TwinSeal, TBV, Techno, Petreco, Vortoil, Krebs, Unicel, Wemco, Metrol, KCC, Depurator and BFCC.

     Cooper Cameron has the right to use the trademark Joy on aftermarket parts until November 2027. Cooper Cameron has registered its trademarks in the countries where such registration is deemed material.

     Cooper Cameron also relies on trade secret protection for its confidential and proprietary information. Cooper Cameron routinely enters into confidentiality agreements with its employees, partners and suppliers. There can be no assurance, however, that others will not independently obtain similar information or otherwise gain access to Cooper Cameron’s trade secrets.

Employees

     As of December 31, 2004, Cooper Cameron had approximately 8,825* employees, of which approximately 1,893 were represented by labor unions. On July 1, 2004, Cameron signed a new two-year contract, expiring on June 30, 2006, with the Shipbuilding and Marine Engineering Employees’ Union representing 235 employees in its

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Singapore facility. In addition, Cameron signed a two-year contract on August 22, 2004, expiring on August 19, 2006, with the International Association of Machinist and Aerospace Workers representing 46 workers at its Brookshire, Texas facility. The Company’s relations with both of these unions are excellent and the signing of these agreements provides a stable environment for both facilities. There are no agreements scheduled to expire in 2005. Labor relations with these and other bargaining units are excellent.

     With the acquisition in November 2004 of PCC, Cameron added a unionized facility in Campina, Romania. The agreement with Contract Colectiv de Munca (PCC Sterom S.A. — Union PCC Sterom) represents 525 manufacturing employees.

     The PCC acquisition also added two unions to the Cooper Cameron Valves organization. In Italy, approximately 85 management and hourly employees are covered by two national contracts, FNDI and FION CGIL. These contracts will expire in 2006.

*net of contractors

Executive Officers of the Registrant

Name and Age	Present Principal Position and Other Material Positions Held During Last Five Years
Sheldon R. Erikson (63)	Chairman, President and Chief Executive Officer since January 1995 and Chairman since May 1996. Chairman of the Board from 1988 to January 1995 and President and Chief Executive Officer from 1987 to January 1995 of The Western Company of North America.
Franklin Myers (52)	Senior Vice President of Finance and Chief Financial Officer since January 2003. Senior Vice President from July 2001 to January 2003, Senior Vice President and President of the Cooper Energy Services division from August 1998 to July 2001 and Senior Vice President, General Counsel and Secretary from April 1995 to July 1999.
John D. Carne (56)	Vice President since May 2003. President, Cooper Cameron Valves since April 2002. Director of Operations, Eastern Hemisphere, Cameron Division from 1999 to March 2002. Plant Manager, Leeds, England, Cameron Division from 1996 to 1999. Director of Operations, U.K. & Norway, Cooper Energy Services (U.K.) Ltd. from 1988 to 1996.
Michael C. Jennings (39)	Vice President and Treasurer since May 2000. Vice President, Finance of UNIMIN Corporation from December 1998 to May 2000.
William C. Lemmer (60)	Vice President, General Counsel and Secretary since July 1999. Vice President, General Counsel and Secretary of Oryx Energy Company from 1994 to March 1999.
Jack B. Moore (51)	Vice President since May 2003. President, Cameron Division since July 2002. Vice President and General Manager, Cameron Western Hemisphere from July 1999 to July 2002. Vice President Western Hemisphere Operations, Vice President Eastern Hemisphere, Vice President Latin American Operations, Director Human Resources, Director Market Research and Director Materials of Baker Hughes Incorporated from 1976 to July 1999.
Robert J. Rajeski (59)	Vice President since July 2000. President, Cooper Compression since October 2002. President, Cooper Turbocompressor division from July 1999 to October 2002 and President, Cooper Energy Services division from July 2001 to October 2002. Vice President and General Manager of Ingersoll-Dresser Pump Co., Engineered Pump division from 1994 to July 1999.

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Name and Age	Present Principal Position and Other Material Positions Held During Last Five Years
Jane C. Schmitt (53)	Vice President, Human Resources since May 1999. Vice President, Compensation and Benefits from 1996 to 1999, and Director, Compensation and Benefits from 1995 to 1996. Acting Vice President, Human Resources of the CES division from September 1998 to October 1999.
Charles M. Sledge (39)	Vice President and Corporate Controller since July 2001. Senior Vice President, Finance and Treasurer from 1999 to June 2001, and Vice President, Controller from 1996 to 1999, of Stage Stores, Inc., a chain of family apparel stores. Stage Stores, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in June 2000 and successfully emerged from bankruptcy protection in August 2001.
Dalton L. Thomas (55)	Vice President, Operations Support, since February 18, 2004. President, Cameron division from July 1998 to 2001. Vice President, Eastern Hemisphere for Cameron division from 1995 to July 1998.

Available Information

     Cooper Cameron’s website is www.coopercameron.com. Information available free of charge on the Company’s website includes previously filed reports with the Securities and Exchange Commission (SEC), charters of the Company’s Audit and Compensation and Governance Committees of the Board, the Company’s Code of Ethics for Management Personnel and Code of Business Conduct and Ethics for Directors, The Company’s Corporate Governance Guidelines, press releases and other documents that may be required to be made available by the SEC or the New York Stock Exchange. The information on the Company’s website is updated as soon as reasonably practicable.

     The information on the Company’s website is not, and shall not be deemed to be, a part of this Form 10-K or any other filing the Company makes with the SEC. Additionally, the Company's previously filed reports and statements are also available at the SEC’s website, www.sec.gov.

Glossary of Terms

Actuator. A hydraulic or electric motor used to open or close valves.

Blowout Preventer. A hydraulically operated system of safety valves installed at the wellhead during drilling and completion operations for the purpose of preventing an increase of high-pressure formation fluids — oil, gas or water — in the wellbore from turning into a “blowout” of the well.

Choke. A type of valve used to control the rate and pressure of the flow of production from a well or through flowlines.

Christmas tree. An assembly of valves, pipes and fittings used to control the flow of oil and gas from a well.

Compressor. A device used to create a pressure differential in order to move or compress a vapor or a gas.

Centrifugal compressor. A compressor with an impeller or rotor, a rotor shaft and a casing which discharges gases under pressure by centrifugal force.

Integral reciprocating engine-compressor. A compressor in which the crankshaft is shared by the engine and compressor, each having its own piston rods driven by the shared crankshaft.

Integrally geared centrifugal compressor. A compressor in which the motor is geared so that the compressor runs at higher rpms than the motor itself to gain efficiency.

Reciprocating compressor. A compressor in which the compression effect is produced by the reciprocating motion of pistons and plungers operating in cylinders.

Controls. A device which allows the remote triggering of an actuator to open or close a valve.

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Elastomer. A rubberized pressure control sealing element used in drilling and wellhead applications.

Riser. Pipe used to connect the wellbore of offshore wells to drilling or production equipment on the surface, and through which drilling fluids or hydrocarbons travel.

Valve. A device used to control the rate of flow in a line, to open or shut off a line completely, or to serve as an automatic or semi-automatic safety device.

Wellhead. The equipment installed at the surface of a wellbore to maintain control of a well and including equipment such as the casing head, tubing head and Christmas tree.

ITEM 2. PROPERTIES

     The Company currently operates manufacturing plants ranging in size from approximately 21,000 square feet to approximately 447,000 square feet of manufacturing space. The Company also owns and leases warehouses, distribution centers, aftermarket and storage facilities, and sales offices. The Company leases its corporate headquarters office space and space for the Cameron and CCV division headquarters in Houston, Texas.

     The Company manufactures, markets and sells its products and provides services throughout the world, operating facilities in numerous countries. At December 31, 2004, the significant facilities used by Cooper Cameron throughout the world for manufacturing, distribution, aftermarket services, machining, storage and warehousing contained an aggregate of approximately 7,384,753 square feet of space, of which approximately 5,272,298 square feet (71%) was owned and 2,112,455 (29%) was leased. Of this total, approximately 4,460,828 square feet of space (60%) is located in the United States and Canada, 410,259 square feet of space (6%) is located in Mexico and South America, and 2,513,666 square feet of space (34%) is located in Europe, Africa and Asia. The table below shows the number of significant manufacturing, warehouse and distribution and aftermarket facilities by business segment and geographic area. Cameron and CCV share space in certain facilities and, thus, are being reported together.

					Asia/Pacific
	Western		Eastern		and		West
	Hemisphere		Hemisphere		Middle East		Africa		Total
Cameron and CCV		66		23		10		6		105
Cooper Compression		24		2		1		0		27

     Cooper Cameron believes its facilities are suitable for their present and intended purposes and are adequate for the Company’s current and anticipated level of operations.

ITEM 3. LEGAL PROCEEDINGS

     Cooper Cameron is a party to various legal proceedings and administrative actions, including certain environmental matters discussed below. In the opinion of Cooper Cameron’s management, such proceedings and actions should not, individually or in aggregate, have a material adverse effect on the Company’s results of operations or financial condition.

     Environmental Matters

     The Company’s worldwide operations are subject to domestic and international regulations with regard to air, soil and water quality as well as other environmental matters. The Company, through its environmental management system and active audit program, believes it is in substantial compliance with these regulations. Cooper Cameron is committed to the health and safety of its employees, neighbors and users of its products and to the protection of the environment.

     Cooper Cameron has been identified under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) as a potentially responsible party (“PRP”) at four Superfund sites.

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     The Company’s involvement at three of the sites is believed to be at a de minimis level. The fourth site is Osborne, Pennsylvania (a landfill into which the Cooper Compression operation in Grove City, Pennsylvania deposited waste), where remediation is complete and remaining costs relate to ongoing ground water treatment and monitoring. The Company is also engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality at former manufacturing locations in Houston and Missouri City, Texas. The Company believes, based on its review and other factors, that the estimated costs related to these sites will not have a material adverse effect on the Company’s results of operations, financial condition or liquidity. Additionally, the Company has discontinued operations at a number of other sites which had previously been in existence for many years. The Company does not believe, based upon information currently available, that there are any material environmental liabilities existing at these locations. Remediation costs are accrued based upon estimates related to known environmental conditions and existing environmental regulations and those costs are not discounted. Such costs primarily represent testing, monitoring and treatment costs. As of December 31, 2004, the Company’s consolidated financial statements include a liability balance of $7.3 million for environmental matters. See “Environmental Remediation” in Management’s Discussion and Analysis of Results of Operations and Financial Condition of Cooper Cameron for additional information.

     Cooper Cameron is a named defendant in three lawsuits regarding contaminated underground water in a residential area adjacent to a former manufacturing site of one of its predecessors. In Valice v. Cooper Cameron Corporation (80th Jud. Dist. Ct., Harris County, filed June 21, 2002), the plaintiffs claim that the contaminated underground water has reduced property values and threatens the health of the area residents and request class action status which, to date, has not been granted. The plaintiffs seek an analysis of the contamination, reclamation, and recovery of actual damages for the loss of property value. There are approximately 150 homes in the affected area with an estimated aggregate appraised value of approximately $150 million. In Oxman vs. Meador, Marks, Heritage Texas Properties, and Cooper Cameron Corporation (80th Jud. Dist. Ct., Harris County, filed February 7, 2003), and Kramer v. Cooper Cameron (190th Judicial District, Harris County, filed May 29, 2003), the plaintiffs purchased property in the area and allege a failure by the defendants to disclose the presence of contamination and seek to recover unspecified monetary damages. The Company has been and is currently working with the Texas Commission on Environmental Quality and continues to monitor the underground water in the area. The Company is of the opinion that there is no risk to area residents and that the lawsuits, to the extent they have any merit, essentially reflect concerns over possible declines in property value. In an effort to mitigate homeowners’ concerns and reduce potential exposure from any such decline in property values, the Company has entered into 22 written agreements with residents that obligate the Company to either reimburse sellers in the area for the estimated decline in value due to a potential buyer’s concerns related to the contamination or to purchase the property after an agreed marketing period. Twelve of these agreements remain outstanding. To date, the Company has 3 properties it has purchased that remain unsold, with an aggregate appraised value of $11,315,000 The Company has also negotiated settlements with owners of 4 properties sold in the area which were not subject to any written agreement with the Company. The Company has recognized total expenses of $4.8 million related to the various agreements with homeowners. The Company believes any potential exposure from these agreements, or, based on its review of the facts and law, any potential exposure from these, or similar, suits will not have a material adverse effect on its results of operations, financial condition or liquidity.

     Other Matters

     Cooper Cameron has been a named defendant in a number of multi-defendant, multi-plaintiff tort lawsuits since 1995, 132 of which have been closed and 262 of which remain open. Of the 132 cases closed, 45 have been by settlement at a cost of approximately $19,000 per case. The Company made no settlement payments in the remaining 87 cases. As of December 31, 2004, the Company’s consolidated balance sheet included a liability of $3.4 million for the 262 cases which remain open. The Company believes, based on its review of the facts and law, that the potential exposure from the remaining suits will not have a material adverse effect on its results of operations, financial condition or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders during the fourth quarter of 2004.

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PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

     The common stock of Cooper Cameron, par value $.01 per share (together with the associated Rights to Purchase Series A Junior Participating Preferred Stock), is traded on the New York Stock Exchange (“NYSE”). No dividends were paid during 2004.

     The following table indicates the range of trading prices on the NYSE for January 2, 2004 through December 31, 2004 and for January 2, 2003 through December 31, 2003.

	Price Range ($)
	High		Low		Last
2004
First Quarter	$	49.49	$	40.05	$	44.05
Second Quarter		50.81		42.93		48.70
Third Quarter		55.30		46.96		54.84
Fourth Quarter		56.74		47.24		53.81

	Price Range ($)
	High		Low		Last
2003
First Quarter	$	54.55	$	44.00	$	49.51
Second Quarter		55.60		44.80		50.38
Third Quarter		51.50		45.00		46.21
Fourth Quarter		48.66		40.98		46.60

     As of February 18, 2005, the approximate number of stockholders of record of Cooper Cameron common stock was 1,423.

     Information concerning securities authorized for issuance under equity compensation plans is included in Note 9 of the Notes to Consolidated Financial Statements, which notes are incorporated herein by reference in Part II, Item 8 hereof (“Notes to Consolidated Financial Statements”).

ITEM 6. SELECTED FINANCIAL DATA

     The information set forth under the caption “Selected Consolidated Historical Financial Data of Cooper Cameron Corporation” on page 66 in the 2004 Annual Report to Stockholders is incorporated herein by reference.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The information set forth under the caption “Management’s Discussion and Analysis of Results of Operations and Financial Condition of Cooper Cameron Corporation” on pages 25-36 in the 2004 Annual Report to Stockholders is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information for this item is set forth in the section entitled “Market Risk Information” on page 35 in the 2004 Annual Report to Stockholders and is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The following consolidated financial statements of the Company and the independent registered public accounting firm’s report set forth on pages 38-65 in the 2004 Annual Report to Stockholders are incorporated herein by reference:

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     Report of Independent Registered Public Accounting Firm on Report on Controls Over Financial Reporting.

     Report of Independent Registered Public Accounting Firm.

     Consolidated Results of Operations for each of the three years in the period ended December 31, 2004.

     Consolidated Balance Sheets as of December 31, 2004 and 2003.

     Consolidated Cash Flows for each of the three years in the period ended December 31, 2004.

     Consolidated Changes in Stockholders’ Equity for each of the three years in the period ended December 31, 2004.

     Notes to Consolidated Financial Statements.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.

ITEM 9A. CONTROLS AND PROCEDURES

     Within the 90-day period prior to the filing of this Annual Report on Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Disclosure Committee and the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined by Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Other than the conversion of the Company’s Petreco operations to its enterprise-wide business and financial system, there has been no change in the Company’s internal controls over financial reporting that occurred during the three months ended December 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

     The information set forth under the caption “Management’s Report on Internal control over financial Reporting” on page 37 of the 2004 Annual Report to Stockholders is incorporated herein by reference.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information regarding Section 16(a) compliance, the Audit Committee, the Company’s Code of Business Ethics and Ethics for Directors, shareholder nominating procedures and background of the directors appearing under the captions “Section 16(a) Beneficial Ownership Reporting Compliance”, “Information Concerning the Board of Directors”, and “Security Ownership of Management” in the Company’s Proxy Statement for the 2005 Annual Meeting of Stockholders is hereby incorporated by reference.

     The Registrant has adopted a code of ethics that applies to all employees, including its principal executive officer, principal financial officer, principal accounting officer and its Board of Directors. A copy of the code of ethics is available on the Registrant’s Internet website at www.coopercameron.com and is available in print to any shareholder free of charge upon request. The Registrant intends to satisfy the disclosure requirements under Item 10 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, by posting such information on its website at the Internet website address set forth above.

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     The information under the heading “Executive Officers of the Registrant” in Part I, Item 1 of this Form 10-K is incorporated by reference in this section.

ITEM 11. EXECUTIVE COMPENSATION

     Information appearing under the captions “Directors’ Compensation” and “Executive Compensation” (other than the Compensation and Governance Committee Report on Executive Compensation) in the 2005 Proxy Statement is hereby incorporated by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     Information setting forth the security ownership of certain beneficial owners and management appearing under the captions “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” and information appearing under the caption “Equity Compensation Tables” in the 2005 Proxy Statement is hereby incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information regarding certain related transactions appearing under the captions “Governance” and “Executive Compensation” in the 2005 Proxy Statement is hereby incorporated by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Information appearing under the captions “Principal Accountant Firm Fees” and “Pre-approval Policies and Procedures” in the 2005 Proxy Statement is hereby incorporated by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Report:

(1)	Financial Statements:
	All financial statements of the Registrant as set forth under Item 8 of this Annual Report on Form 10-K.
(2)	Financial Statement Schedules:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Cooper Cameron Corporation

We have audited the consolidated financial statements of Cooper Cameron Corporation (the “Company”) as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, and have issued our report thereon dated February 23, 2005 (incorporated by reference in this Form 10-K). Our audits also included the financial statement schedule included in Item 15(a)(2) of this Form 10-K. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP

Houston, Texas
February 23, 2005

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Schedule II — Valuation and Qualifying Accounts
(dollars in thousands)

			Additions
	Balance at		Charged to		Charged								Balance at
	beginning		costs and		to other								end of
Description	of period		expenses		accounts		Deductions (a)			Translation			period
YEAR ENDED DECEMBER 31, 2004:
Allowance for doubtful accounts	$	1,823	$	3,313	$	145	$	(781	)	$	13		$	4,513
Allowance for obsolete and excess inventory	$	37,317	$	18,659	$	2,500	$	(10,019	)	$	(679	)	$	47,778
YEAR ENDED DECEMBER 31, 2003:
Allowance for doubtful accounts	$	2,170	$	15	$	—	$	(388	)	$	26		$	1,823
Allowance for obsolete and excess inventory	$	35,355	$	8,506	$	—	$	(6,784	)	$	240		$	37,317
YEAR ENDED DECEMBER 31, 2002:
Allowance for doubtful accounts	$	3,993	$	396	$	—	$	(2,268	)	$	49		$	2,170
Allowance for obsolete and excess inventory	$	24,732	$	17,950	$	—	$	(7,454	)	$	127		$	35,355

(a) Write-offs of uncollectible receivables or obsolete inventory

(3)   Exhibits:

3.1	Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of Cooper Cameron Corporation, filed as Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-57995), and incorporated herein by reference.
3.3	Second Amended and Restated Bylaws of Cooper Cameron Corporation, filed as Exhibit 3.3 to the Annual Report on Form 10-K for 2002 of Cooper Cameron Corporation, and incorporated herein by reference.
4.1	Form of Rights Agreement, dated as of May 1, 1995, between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
4.2	First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference.
4.3	Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705), and incorporated herein by reference.
10.1	Cooper Cameron Corporation Long-Term Incentive Plan, as Amended and Restated as of November 2002, incorporated by reference to the Cooper Cameron Corporation Proxy Statement for the Annual Meeting of Stockholders held on May 8, 2003.
10.2	Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.6 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-46638), and incorporated herein by reference.
10.3	First Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.7 to the Registration Statement on Form S-8 filed with the SEC on May 29, 2001 (File No. 333-61820), and incorporated herein by reference.

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10.4	Second Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.8 to the Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082), and incorporated herein by reference.
10.5	Third Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.9 to the Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082), and incorporated herein by reference.
10.6	Fourth Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 10.6 to the Annual Report on Form 10-K for 2002 of Cooper Cameron Corporation, and incorporated herein by reference.
10.7	Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Registration Statement on Form S-8 No. 333-79787), incorporated herein by reference.
10.8*	Cooper Cameron Corporation Retirement Savings Plan, as Amended and Restated, effective May 1, 2003.
10.9*	First through Third Amendments to the Cooper Cameron Corporation Retirement Savings Plan.
10.10*	Merger of the Petreco International, Inc. 401(k) Profit Sharing Plan with and into the Cooper Cameron Corporation Retirement Savings Plan.
10.11*	Merger of the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees with and into the Cooper Cameron Corporation Retirement Savings Plan.
10.12	Cooper Cameron Corporation Employee Stock Purchase Plan (Registration Statement No. 33-94948), incorporated herein by reference.
10.13	Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, filed as Exhibit 10.4 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference.
10.14	First Amendment to Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, effective as of January 1, 1996, filed as Exhibit 10.7 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.
10.15	Cooper Cameron Corporation 2003 Supplemental Excess Defined Contribution Plan, filed as Exhibit 4.13 to the Registration Statement on Form S-8 filed with the SEC on June 18, 2003, of Cooper Cameron Corporation (Commission File No. 333-106225), and incorporated herein by reference.
10.16	First Amendment to Cooper Cameron Corporation 2003 Supplemental Excess Defined Contribution Plan filed as Exhibit 4.14 to the Registration Statement on Form S-8, filed with the SEC on June 18, 2003, of Cooper Cameron Corporation (Commission File No. 333-106225), and incorporated herein by reference.
10.17	Cooper Cameron Corporation Compensation Deferral Plan (formerly the Cooper Cameron Corporation Management Incentive Compensation Deferral Plan), effective January 1, 1996, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.
10.18	First Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective July 1, 1998, filed as Exhibit 10.12 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.19	Second Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 1999, filed as Exhibit 10.13 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.

17

10.20	Third Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 2000, filed as Exhibit 10.14 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.21	Fourth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, filed as Exhibit 4.10 to the Registration Statement on Form S-8, filed with the SEC on June 18, 2003 (Commission File No. 333-106225), and incorporated herein by reference.
10.22	Fifth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, filed as Exhibit 4.11 to the Registration Statement on Form S-8, filed with the SEC on June 18, 2003 (Commission File No. 333-106225), and incorporated herein by reference.
10.23	Sixth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, filed as Exhibit 4.12 to the Registration Statement on Form S-8, filed with the SEC on June 18, 2003 (Commission File No. 333-106225), and incorporated herein by reference.
10.24	Cooper Cameron Corporation Directors Deferred Compensation Plan, filed as Exhibit 10.7 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference.
10.25	Employment Agreement by and between Sheldon R. Erikson and Cooper Cameron Corporation, effective as of August 13, 1999, filed as Exhibit 10.16 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.26	Employment Agreement by and between Franklin Myers and Cooper Cameron Corporation, effective as of September 1, 1999, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.27	Form of Change in Control Agreement, effective November 11, 1999, by and between Cooper Cameron Corporation and Scott Amann, Jane Crowder Schmitt, William Lemmer and Robert Rajeski, filed as Exhibit 10.19 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.28	Form of Change in Control Agreement, effective July 12, 2000, by and between Cooper Cameron Corporation and Michael C. Jennings, filed as Exhibit 10.22 to the Annual Report on Form 10-K for 2000 of Cooper Cameron Corporation, and incorporated herein by reference.
10.29	Form of Change in Control Agreement, effective October 10, 2002, by and between Cooper Cameron Corporation and Charles M. Sledge, filed as Exhibit 10.23 to the Annual Report on Form 10-K for 2002 of Cooper Cameron Corporation, and incorporated herein by reference.
10.30	Form of Change in Control Agreement, effective May 8, 2003, by and between Cooper Cameron Corporation and John Carne and Jack Moore, filed as Exhibit 10.27 to the Annual Report on Form 10-K for 2003 of Cooper Cameron Corporation, and incorporated herein by reference.
10.31	Amended and Restated Management Incentive Compensation Plan of Cooper Cameron Corporation, incorporated herein by reference to the Cooper Cameron Corporation 2000 Proxy Statement for the Annual Meeting of Stockholders held on May 11, 2000.
10.32	Change in Control Policy of Cooper Cameron Corporation, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.
10.33	Executive Severance Program of Cooper Cameron Corporation, approved July 20, 2000, filed as Exhibit 10.25 to the Annual Report on Form 10-K for 2000 of Cooper Cameron Corporation, and incorporated herein by reference.

18

10.34	Credit Agreement, dated as of December 12, 2003, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and Bank One, as agent, filed as Exhibit 10.31 to the Annual Report on Form 10-K for 2003 of Cooper Cameron Corporation, and incorporated herein by reference.
10.35	Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57991), incorporated herein by reference.
10.36*	First through Eighth Amendments to the Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant.
10.37	Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees, filed as Exhibit 4.7 to the Registration Statement on Form S-8 (Registration No. 333-77641), incorporated herein by reference.
10.38*	First through Fifth Amendments to the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees.
10.39	Cooper Cameron Corporation Directors’ 2001 Deferred Compensation Plan dated February 7, 2001, filed as Exhibit 10.33 to the Annual Report on Form 10-K for 2001 of Cooper Cameron Corporation, and incorporated herein by reference.
10.40	Form of Indemnification Agreement, effective February 20, 2003, by and between Cooper Cameron Corporation and Nathan M. Avery, C. Baker Cunningham, Sheldon R. Erikson, Lamar Norsworthy, Michael E. Patrick, David Ross and Bruce W. Wilkinson, filed as Exhibit 10.32 to the Annual Report on Form 10-K/A for 2002 of Cooper Cameron Corporation, and incorporated herein by reference.
10.41	Form of Indemnification Agreement, effective February 20, 2003, by and between Cooper Cameron Corporation and Mr. Jeff Altamari, Mr. Steve P. Beatty, Mr. John Carne, Ms. Jane Crowder Schmitt, Mr. Hal Goldie, Mr. Michael C. Jennings, Mr. William C. Lemmer, Mr. Jack B. Moore, Mr. Franklin Myers, Mr. Robert Rajeski, Mr. Charles M. Sledge, and Mr. Rick Steans, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2003 of Cooper Cameron Corporation, and incorporated herein by reference.
10.42	Sixth Amendment to the Cooper Cameron Corporation Long-Term Incentive Plan, as Amended and Restated as of November 2002, incorporated by reference to the Cooper Cameron Corporation Proxy Statement for the annual meeting of Stockholders held on May 8, 2003.
10.43*	First Amendment to the Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors.
10.44*	Seventh Amendment to the Cooper Cameron Corporation Long-Term Incentive Plan.
10.45	Form of Stock Option Agreement for grants dated November 22, 2004, under the Cooper Cameron Corporation Long-Term Incentive Plan, filed as an exhibit to a Form 8-K filed on January 18, 2005.
10.46*	Amendment to the Employment Agreement between Cooper Cameron Corporation and Charles M. Sledge, dated December 21, 2004.
10.47*	Amendment to the Employment Agreement between Cooper Cameron Corporation and Franklin Myers, dated August 16, 2004.
10.48*	Amendment to the Employment Agreement between Cooper Cameron Corporation and Sheldon R. Erikson, dated August 24, 2004.

19

10.49*	Change of Control Agreement, dated February 19, 2004, by and between Dalton Thomas and Cooper Cameron Corporation.
10.50*	Form of Restricted Stock Agreement for Restricted Stock Units granted on January 1, 2005.
13.1*	Portions of the 2004 Annual Report to Stockholders are included as an exhibit to this report and have been specifically incorporated by reference elsewhere herein.
14.1	Code of Business Conduct and Ethics for Directors incorporated by reference to the Cooper Cameron Corporation Proxy Statement for the annual meeting of Stockholders held on May 8, 2003.
14.2*	Code of Ethics for Management Personnel.
14.3*	Standards of Conduct.
21.1*	Subsidiaries of registrant.
23.1*	Consent of Independent Registered Public Accounting Firm.
24.1*	Power of Attorney.
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

20

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COOPER CAMERON CORPORATION
Registrant
By:	/s/ Charles M. Sledge
	(Charles M. Sledge)
	Vice President and Corporate Controller
	(Principal Accounting Officer)
Date: February 25, 2005

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on this 25th day of February, 2005, by the following persons on behalf of the Registrant and in the capacities indicated.

Signature	Title
/s/ Nathan M. Avery
(Nathan M. Avery)	Director
/s/ C. Baker Cunningham
(C. Baker Cunningham)	Director
/s/ Sheldon R. Erikson	Chairman, President and Chief Executive Officer
(Sheldon R. Erikson)	(principal executive officer)
/s/ Peter J. Fluor
(Peter J. Fluor)	Director
/s/ Lamar Norsworthy
(Lamar Norsworthy)	Director
/s/ Michael E. Patrick
(Michael E. Patrick)	Director
/s/ David Ross III
(David Ross III)	Director
/s/ Bruce W. Wilkinson
(Bruce W. Wilkinson)	Director
/s/ Franklin Myers	Senior Vice President, Finance and Chief Financial Officer
(Franklin Myers)	(principal financial officer)

21

EXHIBIT INDEX

Exhibit		Sequential
Number	Description	Page Number
3.1	Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of Cooper Cameron Corporation, filed as Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-57995), and incorporated herein by reference.
3.3	Second Amended and Restated Bylaws of Cooper Cameron Corporation, filed as Exhibit 3.3 to the Annual Report on Form 10-K for 2002 of Cooper Cameron Corporation, and incorporated herein by reference.
4.1	Form of Rights Agreement, dated as of May 1, 1995, between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
4.2	First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference.
4.3	Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705) incorporated herein by reference.
10.1	Cooper Cameron Corporation Long-Term Incentive Plan, as Amended and Restated as of November 2002, incorporated by reference to the Cooper Cameron Corporation Proxy Statement for the Annual Meeting of Stockholders held on May 8, 2003.
10.2	Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.6 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-46638), and incorporated herein by reference.
10.3	First Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.7 to the Registration Statement on Form S-8 filed with the SEC on May 29, 2001 (File No. 333-61820), and incorporated herein by reference.
10.4	Second Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.8 to the Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082), and incorporated herein by reference.
10.5	Third Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 4.9 to the Registration Statement on Form S-8 filed with the SEC on February 4, 2002 (File No. 333-82082), and incorporated herein by reference.
10.6	Fourth Amendment to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as Exhibit 10.6 to the Annual Report on Form 10-K for 2002 of Cooper Cameron Corporation, and incorporated herein by reference.

22

Exhibit		Sequential
Number	Description	Page Number
10.7	Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (Registration Statement on Form S-8 No. 333-79787), incorporated herein by reference.
10.8*	Cooper Cameron Corporation Retirement Savings Plan, as Amended and Restated, effective May 1, 2003.
10.9*	First through Third Amendments to the Cooper Cameron Corporation Retirement Savings Plan.
10.10*	Merger of the Petreco International, Inc. 401(k) Profit Sharing Plan with and into the Cooper Cameron Corporation Retirement Savings Plan.
10.11*	Merger of the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees with and into the Cooper Cameron Corporation Retirement Savings Plan.
10.12	Cooper Cameron Corporation Employee Stock Purchase Plan (Registration Statement No. 33-94948), incorporated herein by reference.
10.13	Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, filed as Exhibit 10.4 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference.
10.14	First Amendment to Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan, effective as of January 1, 1996, filed as Exhibit 10.7 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.
10.15	Cooper Cameron Corporation 2003 Supplemental Excess Defined Contribution Plan, filed as Exhibit 4.13 to the Registration Statement on Form S-8 filed with the SEC on June 18, 2003, of Cooper Cameron Corporation (Commission File No. 333-106225), and incorporated herein by reference.
10.16	First Amendment to Cooper Cameron Corporation 2003 Supplemental Excess Defined Contribution Plan filed as Exhibit 4.14 to the Registration Statement on Form S-8, filed with the SEC on June 18, 2003, of Cooper Cameron Corporation (Commission File No. 333-106225), and incorporated herein by reference.
10.17	Cooper Cameron Corporation Compensation Deferral Plan (formerly the Cooper Cameron Corporation Management Incentive Compensation Deferral Plan), effective January 1, 1996, filed as Exhibit 10.10 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.
10.18	First Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective July 1, 1998, filed as Exhibit 10.12 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.19	Second Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 1999, filed as Exhibit 10.13 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.20	Third Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, effective January 1, 2000, filed as Exhibit 10.14 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.

23

Exhibit		Sequential
Number	Description	Page Number
10.21	Fourth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, filed as Exhibit 4.10 to the Registration Statement on Form S-8, filed with the SEC on June 18, 2003 (Commission File No. 333-106225), and incorporated herein by reference.
10.22	Fifth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, filed as Exhibit 4.11 to the Registration Statement on Form S-8, filed with the SEC on June 18, 2003 (Commission File No. 333-106225), and incorporated herein by reference.
10.23	Sixth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan, filed as Exhibit 4.12 to the Registration Statement on Form S-8, filed with the SEC on June 18, 2003 (Commission File No. 333-106225), and incorporated herein by reference.
10.24	Cooper Cameron Corporation Directors Deferred Compensation Plan, filed as Exhibit 10.7 to the Registration Statement on Form S-4 of Cooper Cameron Corporation (Commission File No. 33-90288), and incorporated herein by reference.
10.25	Employment Agreement by and between Sheldon R. Erikson and Cooper Cameron Corporation, effective as of August 13, 1999, filed as Exhibit 10.16 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.26	Employment Agreement by and between Franklin Myers and Cooper Cameron Corporation, effective as of September 1, 1999, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.27	Form of Change in Control Agreement, effective November 11, 1999, by and between Cooper Cameron Corporation and Scott Amann, Jane Crowder Schmitt, William Lemmer and Robert Rajeski, filed as Exhibit 10.19 to the Annual Report on Form 10-K for 1999 of Cooper Cameron Corporation, and incorporated herein by reference.
10.28	Form of Change in Control Agreement, effective July 12, 2000, by and between Cooper Cameron Corporation and Michael C. Jennings, filed as Exhibit 10.22 to the Annual Report on Form 10-K for 2000 of Cooper Cameron Corporation, and incorporated herein by reference.
10.29	Form of Change in Control Agreement, effective October 10, 2002, by and between Cooper Cameron Corporation and Charles M. Sledge, filed as Exhibit 10.23 to the Annual Report on Form 10-K for 2002 of Cooper Cameron Corporation, and incorporated herein by reference.
10.30	Form of Change in Control Agreement, effective May 8, 2003, by and between Cooper Cameron Corporation and John Carne and Jack Moore, filed as Exhibit 10.27 to the Annual Report on Form 10-K for 2003 of Cooper Cameron Corporation, and incorporated herein by reference.
10.31	Amended and Restated Management Incentive Compensation Plan of Cooper Cameron Corporation, incorporated herein by reference to the Cooper Cameron Corporation 2000 Proxy Statement for the Annual Meeting of Stockholders held on May 11, 2000.

24

Exhibit		Sequential
Number	Description	Page Number
10.32	Change in Control Policy of Cooper Cameron Corporation, approved February 19, 1996, filed as Exhibit 10.18 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation, and incorporated herein by reference.
10.33	Executive Severance Program of Cooper Cameron Corporation, approved July 20, 2000, filed as Exhibit 10.25 to the Annual Report on Form 10-K for 2000 of Cooper Cameron Corporation, and incorporated herein by reference.
10.34	Credit Agreement, dated as of December 12, 2003, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and Bank One, as agent, filed as Exhibit 10.31 to the Annual Report on Form 10-K for 2003 of Cooper Cameron Corporation, and incorporated herein by reference.
10.35	Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant, filed as Exhibit 4.6 to the Registration Statement on Form S-8 (Registration No. 333-57991), incorporated herein by reference.
10.36*	First through Eighth Amendments to the Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant.
10.37	Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees, filed as Exhibit 4.7 to the Registration Statement on Form S-8 (Registration No. 333-77641), incorporated herein by reference.
10.38*	First through Fifth Amendments to the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees.
10.39	Cooper Cameron Corporation Directors’ 2001 Deferred Compensation Plan dated February 7, 2001, filed as Exhibit 10.33 to the Annual Report on Form 10-K for 2001 of Cooper Cameron Corporation, and incorporated herein by reference.
10.40	Form of Indemnification Agreement, effective February 20, 2003, by and between Cooper Cameron Corporation and Nathan M. Avery, C. Baker Cunningham, Sheldon R. Erikson, Lamar Norsworthy, Michael E. Patrick, David Ross and Bruce W. Wilkinson, filed as Exhibit 10.32 to the Annual Report on Form 10-K/A for 2002 of Cooper Cameron Corporation, and incorporated herein by reference.
10.41	Form of Indemnification Agreement, effective February 20, 2003, by and between Cooper Cameron Corporation and Mr. Jeff Altamari, Mr. Steve P. Beatty, Mr. John Carne, Ms. Jane Crowder Schmitt, Mr. Hal Goldie, Mr. Michael C. Jennings, Mr. William C. Lemmer, Mr. Jack B. Moore, Mr. Franklin Myers, Mr. Robert Rajeski, Mr. Charles M. Sledge, and Mr. Rick Steans, filed as Exhibit 10.36 to the Annual Report on Form 10-K for 2003 of Cooper Cameron Corporation, and incorporated herein by reference.
10.42	Sixth Amendment to the Cooper Cameron Corporation Long-Term Incentive Plan, as Amended and Restated as of November 2002, incorporated by reference to the Cooper Cameron Corporation Proxy Statement for the annual meeting of Stockholders held on May 8, 2003.
10.43*	First Amendment to the Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors.

25

Exhibit		Sequential
Number	Description	Page Number
10.44*	Seventh Amendment to the Cooper Cameron Corporation Long-Term Incentive Plan.
10.45	Form of Stock Option Agreement for grants dated November 22, 2004, under the Cooper Cameron Corporation Long-Term Incentive Plan, filed as an exhibit to a Form 8-K filed on January 18, 2005.
10.46*	Amendment to the Employment Agreement between Cooper Cameron Corporation and Charles M. Sledge, dated December 21, 2004.
10.47*	Amendment to the Employment Agreement between Cooper Cameron Corporation and Franklin Myers, dated August 16, 2004.
10.48*	Amendment to the Employment Agreement between Cooper Cameron Corporation and Sheldon R. Erikson, dated August 24, 2004.
10.49*	Change of Control Agreement, dated February 19, 2004, by and between Dalton Thomas and Cooper Cameron Corporation.
10.50*	Form of Restricted Stock Agreement for Restricted Stock Units granted on January 1, 2005.
13.1*	Portions of the 2004 Annual Report to Stockholders are included as an exhibit to this report and have been specifically incorporated by reference elsewhere herein.
14.1	Code of Business Conduct and Ethics for Directors incorporated by reference to the Cooper Cameron Corporation Proxy Statement for the annual meeting of Stockholders held on May 8, 2003.
14.2*	Code of Ethics for Management Personnel.
14.3*	Standards of Conduct.
21.1*	Subsidiaries of registrant.
23.1*	Consent of Independent Registered Public Accounting Firm.
24.1*	Power of Attorney.
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

26

EX-10.8

Exhibit 10.8

COOPER CAMERON CORPORATION

RETIREMENT SAVINGS PLAN

As Amended and Restated

Effective May 1, 2003

COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS AND CONSTRUCTION		1
1.1 Definitions		1
1.2 Construction.		12
ARTICLE II ELIGIBILITY TO PARTICIPATE		13
2.1 Commencement of Participation.		13
2.2 Changes in Employment Status.		14
2.3 Election Form.		15
ARTICLE III CONTRIBUTIONS		16
3.1 Basic Contributions.		16
3.2 Matching Contributions.		16
3.3 Rollover Contributions.		17
3.4 Transferred Contributions.		17
3.5 Company Retirement Contributions.		17
3.6 Catch-Up Contributions.		17
3.7 Profit Sharing Contributions.		18
3.8 Effect of Plan Termination or Withdrawal.		18
ARTICLE IV ADMINISTRATION OF CONTRIBUTIONS		19
4.1 Limitations on Basic Contributions.		19
4.2 Excess Elective Deferrals.		19
4.3 Limitation on Matching Contributions.		20
4.4 Delivery of Contributions.		20
4.5 Allocation of Matching Contributions.		21
4.6 Allocation of Company Retirement Contributions.		21
4.7 Allocation of Profit Sharing Contributions.		21
4.8 Crediting of Contributions.		21
4.9 Changes in Reduction and Deduction Authorizations.		22
ARTICLE V DEPOSIT AND INVESTMENT OF CONTRIBUTIONS		23
5.1 Deposit of Contributions.		23
5.2 Investment of Accounts.		23
5.3 Elimination of Funds.		23
ARTICLE VI ESTABLISHMENT OF FUNDS AND MEMBERS’ ACCOUNTS		25
6.1 Investment Responsibility.		25
6.2 Establishment and Maintenance of Funds.		25
6.3 Company Stock Fund.		25
6.4 Income on Trust Funds.		25
6.5 Separate Accounts.		25
6.6 Voting of Company Stock in the Company Stock Fund.		25
ARTICLE VII VESTING		27
7.1 Vesting in Basic, Supplemental, Matching, and Rollover/Transfer Accounts.		27
7.2 Vesting in Company Retirement and Profit Sharing Contributions.		27

(i)

7.3 Forfeitures.	27
7.4 Election of Former Vesting Schedule.	29
7.5 Vesting Service.	29
7.6 Transfers.	30
7.7 Loss and Reinstatement of Years of Vesting Service.	31
7.8 Finality of Determinations.	32
ARTICLE VIII WITHDRAWALS WHILE EMPLOYED	33
8.1 Withdrawals Prior to Age 59½.	33
8.2 Withdrawals After Age 59½.	34
8.3 Form of Withdrawals.	34
ARTICLE IX LOANS	35
9.1 Eligibility for Loan.	35
9.2 Maximum Loan.	35
9.3 Operation of Article.	35
ARTICLE X DISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT	36
10.1 Eligibility for Distribution.	36
10.2 Distribution of Separate Accounts.	36
10.3 Form of Distribution.	40
10.4 Limitation on Commencement of Distribution.	40
10.5 Restriction on Alienation.	41
10.6 Payments to Incompetents or Minors.	41
10.7 Commercial Annuities.	42
10.8 Actuarial Equivalency.	42
10.9 Eligible Rollover Distributions.	42
10.10 Transfer to Cooper Cameron Salaried Plan.	42
10.11 Deferral of Payments.	42
10.12 Lost or Missing Members or Beneficiaries.	43
10.13 Minimum Distribution Requirements.	43
ARTICLE XI BENEFICIARIES AND DEATH BENEFITS	47
11.1 Designation of Beneficiary.	47
11.2 Beneficiary in the Absence of Designated Beneficiary.	47
11.3 Spousal Consent to Beneficiary Designation.	47
11.4 Death Benefits from Basic, Supplemental, Matching, and Rollover/Transfer Accounts.	47
11.5 Death Benefits from IAR Accounts.	47
11.6 Commencement of Death Benefits.	49
ARTICLE XII ADMINISTRATION	50
12.1 Plan Administrator.	50
12.2 Authority of the Company.	50
12.3 Action of the Company.	50
12.4 Claims Review Procedure.	51
12.5 Qualified Domestic Relations Orders.	51
12.6 Indemnification.	51
ARTICLE XIII AMENDMENT AND TERMINATION	52
13.1 Amendment.	52
13.2 Limitation of Amendment.	52

(ii)

13.3 Termination.		52
13.4 Withdrawal of an Employer.		53
13.5 Corporate Reorganization.		53
ARTICLE XIV ADOPTION BY SUBSIDIARIES: EXTENSION TO NEW BUSINESS OPERATIONS		54
ARTICLE XV MISCELLANEOUS PROVISIONS		55
15.1 No Commitment as to Employment.		55
15.2 Benefits.		55
15.3 No Guarantees.		55
15.4 Exclusive Benefit.		55
15.5 Duty to Furnish Information.		55
15.6 Merger, Consolidation, or Transfer of Plan Assets.		55
15.7 Return of Contributions to Employers.		55
15.8 Addenda.		56
15.9 Validity of Agreement.		56
15.10 Uniformed Services Employment and Reemployment Rights Act Requirements.		56
ARTICLE XVI SECTION 415 LIMITATIONS		57
16.1 Application.		57
16.2 Section 415 Definitions.		57
16.3 Limitations and Corrections.		58
16.4 Multiple Plans.		59
16.5 Contribution Adjustments.		59
ARTICLE XVII TOP-HEAVY PLAN RULES		60
17.1 Application.		60
17.2 Top-Heavy Definitions.		60
17.3 Top-Heavy Minimum Allocation Rules.		63
17.4 Top-Heavy Compensation Limitation.		64
17.5 Top-Heavy Vesting Provisions.		64
17.6 Top-Heavy Plan/Benefit Limitations.		65
ADDENDA	AD-1

(iii)

COOPER CAMERON CORPORATION

RETIREMENT SAVINGS PLAN

     WHEREAS, Cooper Cameron Corporation (the “Company”) has heretofore adopted the Cooper Cameron Corporation Retirement Savings Plan, hereinafter referred to as the “Plan,” for the benefit of certain of its employees; and

     WHEREAS, the Company desires to restate the Plan and to amend the Plan in several respects, intending thereby to provide an uninterrupted and continuing program of benefits;

     NOW, THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as of May 1, 2003, except as otherwise indicated herein.

ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1 Definitions

The following words and phrases as used herein shall have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

     (1) The term “Addendum” shall mean the overriding provisions which are applicable to certain Employees in accordance with the provisions of Section 16.8 and which shall constitute for all purposes a part of the Plan and in the event of conflict with any other provision of the Plan shall control.

     (2) The term “Affiliate” shall mean any member of a controlled group of corporations (as determined under Section 414(b) of the Code) of which the Company is a member; any member of a group of trades or businesses under common control (as determined under Section 414(c) of the Code) with the Company; and any member of an affiliated service group (as determined under Section 414(m) of the Code) of which the Company is a member.

     (3) The term “Allocation Month” shall mean each calendar month for which an Employer makes Company Retirement Contributions in accordance with the provisions of Section 3.5.

     (4) The term “Allocation Year” shall mean each Plan Year.

     (5) The term “Basic Account” shall mean the Separate Account of a Member to which Basic Contributions are credited in accordance with the provisions of Section 4.8.

     (6) The term “Basic Contribution” shall mean any cash or deferred arrangement contribution made to the Plan by an Employer on behalf of a Member in accordance with the provisions of Sections 2.3 and 3.1.

     (7) The term “Beneficiary” shall mean the person or persons who, in accordance with the provisions of Article XI hereof, shall be entitled to receive distribution hereunder in the event a Member or Inactive Member dies before his interest shall have been distributed to him in full.

     (8) The term “Break in Service” shall mean any Plan Year during which an Employee completes not more than 500 Hours of Service; provided, however, that for purposes of Section 7.7(b), no Employee shall incur a Break in Service solely by reason of an absence due to (i) the birth of a child of the Employee, (ii) the pregnancy of the Employee, (iii) the placement of a child with the Employee on account of the adoption of such child by such Employee, or (iv) the caring for a child of an Employee for a period beginning following the birth or placement of such child, with respect to the Plan Year in which such absence begins, if the Employee otherwise would have incurred a Break in Service or, in any other case, in the immediately following Plan Year; and provided further, that although an Employee may not receive credit for vesting or benefit accrual purposes, a Break in Service shall not be deemed to occur with respect to any layoff or sick leave not in excess of the period of time during which his seniority is

-1-

retained; and provided further, however, that no Member shall incur a Break in Service by reason of failure to complete more than 500 hours of service during the Plan Year beginning and ending on December 31, 2001.

     (9) The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include such section and any comparable section or Sections of any future legislation that amends, supplements, or supersedes such section.

     (10) The term “Company” shall mean Cooper Cameron Corporation, its successors, and the surviving corporation resulting from any merger or consolidation of Cooper Cameron Corporation with any other corporation or corporations.

     (11) The term “Company Retirement Contributions” shall mean the contributions made to the Plan by an Employer in accordance with the provisions of Section 3.5.

     (12) The term “Company Stock” shall mean the common stock of Cooper Cameron Corporation.

     (13) The term “Company Stock Fund” shall mean the investment fund established to invest in Company Stock and maintained pursuant to the provisions of Section 6.3.

     (14) The term “Compensation” shall mean the total of all wages, salaries, fees for professional service and other amounts received in cash or in kind by a Member while a Member for services actually rendered or labor performed for the Employer to the extent such amounts are includable in gross income, subject to the following adjustments and limitations:

(A) The following shall be excluded:

(i)	Accrued or unused vacation pay which is paid following termination of employment;
(ii)	Reimbursements and other expense allowances (including but not limited to automobile expense allowances and foreign service premiums);
(iii)	Cash and noncash fringe benefits;
(iv)	Moving expense reimbursements;
(v)	Employer contributions to or payments from this or any other deferred compensation program, whether such program is qualified under Section 401(a) of the Code or nonqualified, other than Basic Contributions;
(vi)	Welfare benefits (including but not limited to severance benefits);

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(vii)	Amounts realized from the receipt or exercise of a stock option that is not an incentive stock option within the meaning of Section 422 of the Code;
(viii)	Amounts realized at the time property described in Section 83 of the Code is freely transferable or no longer subject to a substantial risk of forfeiture;
(ix)	Amounts realized as a result of an election described in Section 83(b) of the Code;
(x)	Any amount realized as a result of a disqualifying disposition within the meaning of Section 421(a) of the Code; and
(xi)	Any other amounts that receive special tax benefits under the Code but are not hereinafter included.

(B)

Basic Contributions and any other elective contributions made on a Member’s behalf by the Employer that are not includable in income under Section 125, Section 402(e)(3), Section 402(h), or Section 403(b) of the Code and any amounts that are not includable in the gross income of a Member under a salary reduction agreement by reason of the application of Section 132(f) of the Code shall be included.

(C)

The Compensation of any Member taken into account for purposes of the Plan shall be limited to $200,000 for any Plan Year with such limitation to be:

(i)	Adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code; and
(ii)	Prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.”

     (15) The term “Contribution Hour” shall mean an hour of employment in an hourly-rated employment classification while an IAR Member of the Plan for which such Member receives Compensation from an Employer, including overtime hours and any paid hours for vacation periods or holidays, but excluding any other paid hours for any other absences during which no duties are performed.

     (16) The term “Contribution Rate” shall mean the following contribution rates, which are effective with respect to Contribution Hours credited on or after April 28, 2003, depending upon an IAR Member’s employment classification at the time such Contribution Hours are credited:

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Employment Classification	Contribution Rate
Labor Grade 82, 83, or 84	$0.37
Labor Grade 85	$0.44
Labor Grade 86, 87, or 88	$0.48

Notwithstanding the foregoing, in no event shall an IAR Member’s Contribution Rate be a rate that is less than the Contribution Rate applicable for such IAR Member as of April 27, 2003; provided, however, that if an IAR Member’s Labor Grade changes on or after such date, such IAR Member’s Contribution Rate will be determined pursuant to the Schedule set forth above.

     (17) The term “Controlled Entity” shall mean each corporation that is a member of a controlled group of corporations, within the meaning of Section 1563(a) of the Code determined without regard to Section 1563(a)(4) and Section 1563(e)(3)(C), of which the Company is a member, each trade or business (whether or not incorporated) with which the Company is under common control and each corporation that is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which the Company is a member.

     (18) The term “Cooper Savings Plan” shall mean the Cooper Industries, Inc. Retirement and Savings Plan, the Cooper Industries, Inc. Savings Plan, and Cooper Industries, Inc. Stock Ownership Plan.

     (19) The term “Effective Date” shall mean May 1, 2003 as to this restatement of the Plan, except (A) as otherwise indicated in specific provisions of the Plan, and (B) that provisions of the Plan required to have an earlier effective date by applicable statute and/or regulation and shall apply, as of such required effective date, to any plan merged into this Plan. The original effective date of the Plan was April 1, 1995.

     (20) The term “Eligible Employee” shall mean any salaried or hourly Employee of the Employer who is (i) a common law employee who is paid in United States dollars from a payroll maintained in the United States, (ii) a non-United States citizen who is a lawful, permanent resident of the United States and who is subject to United States federal income taxes on his worldwide income, or (iii) an Eligible Foreign Employee. In no event shall the term “Eligible Employee” mean (i) any person who is rendering service to an Employer solely as a director or an independent contractor, (ii) any person who is covered by a collective bargaining agreement unless such agreement specifically provides for coverage by the Plan, or (iii) any person who is a nonresident alien and who receives no earned income within the meaning of Section 911(b) of the Code from an Employer which constitutes income from sources within the United States as defined in Section 861(a)(3) of the Code, or (iv) an Employee who is a Leased Employee or who is designated, compensated, or otherwise classified by the Employer as a Leased Employee. Notwithstanding any provision of the Plan to the contrary, no individual who is designated, compensated, or otherwise classified or treated by the Employer as an independent contractor shall be eligible to become a Member of the Plan.

     (21) The term “Eligible Foreign Employee” shall mean any individual who (i) is a citizen of the United States or a permanent, lawful resident of the United States, (ii) is an

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employee of an Included Foreign Affiliate, and (iii) is not covered by any other funded plan of deferred compensation under which contributions are provided by any other person, firm, or corporation with respect to the remuneration paid to such individual by the Included Foreign Affiliate.

     (22) The term “Eligible Retirement Plan” shall mean, with respect to distributions made from the Plan after December 31, 2001, any of: an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified plan described in Section 401(a) of the Code, that, under its provisions does, and under applicable law may, accept an Eligible Rollover Distribution, an annuity contract described in Section 403(b) of the Code, and an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for the amounts transferred into such plan from this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.

     (23) The term “Eligible Rollover Distribution” shall mean all or any portion of a Plan distribution to a Member or a Beneficiary who is a deceased Member’s surviving spouse or an alternate payee under a qualified domestic relations order who is a Member’s spouse or former spouse; provided, however, that such distribution is not (i) one of a series of substantially equal periodic payments made at least annually for over a specified period of ten or more years or the life of the Member or Beneficiary or the joint lives of the Member and a designated beneficiary, (ii) a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; or (iii) the portion of any distribution which is not includable in gross income (determined without regard to any exclusion of net unrealized appreciation with respect to employer securities). Further, a distribution pursuant to Section 8.1 from the Separate Account of a Member attributable to Basic Contributions who has not attained age 59½ shall not constitute an Eligible Rollover Distribution. Notwithstanding the foregoing or any other provision of the Plan, (A) any amount that is distributed from the Plan on account of hardship pursuant to Section 8.1 shall not be an Eligible Rollover Distribution and no election may be made to have any portion of such a distribution paid directly to an Eligible Retirement Plan and (B) a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includable in gross income; provided, however, that such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable.

     (24) The term “Employee” shall mean each (A) individual employed by the Employer or a Controlled Entity and (B) Leased Worker.

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     (25) The term “Employer” shall mean the Company or any Affiliate of the Company which adopts the Plan as herein provided so long as the Affiliate has not withdrawn from the Plan.

     (26) The term “Employment Commencement Date” shall mean the first date on which an Employee completes an Hour of Service.

     (27) The term “Entry Date” shall mean January 1 or July 1.

     (28) The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA shall include such section and any comparable section or Sections of any future legislation that amends, supplements, or supersedes such section.

     (29) The term “Foreign Affiliate” shall mean a “foreign affiliate” as defined in Section 3121(1)(8) of the Code.

     (30) The term “Fund” shall mean any of the investment funds established and maintained in accordance with the provisions of Section 6.2.

     (31) The term “Highly-Compensated Employee” shall mean each Employee who performs services during the Plan Year for which the determination of who is highly compensated is being made (the “Determination Year”) and who:

(a)	is a fiver-percent owner of the Employer (within the meaning of section 416(i)(1)(A)(iii) of the Code) at any time during the Determination Year or the twelve-month period immediately preceding the Determination Year (the “Look-Back Year”); or
(b)	for the Look-Back Year, receives compensation (within the meaning of section 414(q)(4) of the Code; “compensation” for purposes of this Paragraph) in excess of $80,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustments authorized by section 414(q)(1) of the Code) during the Look-Back Year.

For the purposes of the preceding sentence, (i) all employers aggregated with the Employer under section 414(b), (c), (m), or (o) of the Code shall be treated as a single employer and (ii) a former Employee who had a separation year (generally, the Determination Year such Employee separates from service) prior to the Determination Year and who was an active Highly Compensated Employee for either such separation year or any Determination Year ending on or after such Employee’s fifty-fifth birthday shall be deemed to be a Highly Compensated Employee. To the extent that the provisions of this Paragraph are inconsistent or conflict with the definition of a “highly compensated employee” set forth in section 414(q) of the Code and the Treasury regulations thereunder, the relevant terms and provisions of section 414(q) of the Code and the Treasury regulations thereunder shall govern and control.

     (32) The term “Hour of Service” shall mean an hour for which an employee is paid, or entitled to be paid, with respect to the performance of duties for an Employer or a Controlled

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Entity either as regular wages, salary or commissions, or pursuant to an award or agreement requiring an Employer or a Controlled Entity to pay back wages. Hours under this paragraph shall be calculated and credited pursuant to Section 2530.200b-2(b) and (c) of the Department of Labor regulations which are incorporated herein by reference.

     (33) The term “IAR Account” shall mean the Separate Account of a Member to which the Company Retirement Contributions are credited in accordance with the provisions of Section 4.8.

     (34) The term “IAR Member” shall mean, except as provided in Section 2.1(c) with respect to certain Part Time Employees and Temporary Employees, an Eligible Employee whose Employment Commencement Date occurred prior to May 1, 2003, who is employed in an hourly-rated employment classification and to whom Company Retirement Contributions are allocated pursuant to the provisions of Section 3.5. No Employee whose Employment Commencement Date occurs on or after May 1, 2003 shall become an IAR Member. An Eligible Employee who was an IAR Member but who terminated employment with the Employer and was reemployed by an Employer after May 1, 2003 in an hourly-rated employment classification shall not become an IAR Member upon his reemployment and shall become a Profit Sharing Member instead.

     (35) The term “Inactive Member” shall mean any Member who ceases to be an Employee and whose Separate Accounts have not been distributed in accordance with the provisions of the Plan.

     (36) The term “Included Foreign Affiliate” means a “Foreign Affiliate” with respect to which there shall be in effect between the Company and the Secretary of the Treasury or his delegate an agreement pursuant to Section 3121(1) of the Code, whereby coverage under Title II of the federal Social Security Act has been extended to service performed outside the United States by United States citizens employed by such “Foreign Affiliate.”

     (37) The term “Leased Worker” shall be a person (other than a person who is an employee without regard to this paragraph (37)) engaged in performing services for a Controlled Entity (the “recipient”) pursuant to an agreement between the recipient and any other person (“Leasing Organization”) who meets the following requirements:

(a)	he has performed services for one or more Controlled Entities (or for any other “related persons” determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year;
(b)	such services are of a type historically performed in the business field of the recipient, in the United States, by employees (or, from and after January 1, 1997, such services are performed under primary direction or control by the Employer or a Controlled Entity); and
(c)	he is not participating in a “safe harbor plan” of the Leasing Organization. (For this purpose, a “safe harbor plan” is a plan that satisfies the requirements of Section 414(n)(5) of the Code, which will generally be a

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money purchase pension plan with a non-integrated employer contribution rate of at least ten percent of compensation and which provides for immediate participation and full and immediate vesting).

A person who is a Leased Worker during any taxable year beginning after December 31, 1983, shall also be considered an employee of a Controlled Entity during such period (and solely for the purpose of determining length of service for participation and vesting purposes, and shall also be considered to have been an employee for any earlier period in which he was a Leased Worker) but shall not be a Member and shall not otherwise be eligible to become covered by the Plan during any period in which he is a Leased Worker. Notwithstanding the foregoing, the sole purpose of this paragraph (37) is to define and apply the term “Leased Worker” strictly (and only) to the extent necessary to satisfy the minimum requirements of Section 414(n) of the Code relating to “leased employees.” This paragraph (37) shall be interpreted, applied and, if and to the extent necessary, deemed modified without formal amendment of language, so as to satisfy solely the minimum requirements of Section 414(n) of the Code.

     (38) The term “Matching Account” shall mean the Separate Account of a Member to which Matching Contributions are credited in accordance with the provisions of Section 4.8.

     (39) The term “Matching Contribution” shall mean the contributions which an Employer contributes to the Plan in accordance with the provisions of Section 3.2.

     (40) The term “Member” shall mean an Eligible Employee who participates in the Plan in accordance with the provisions of Article II.

     (41) The term “Participation Service” shall mean the measure of service used in determining a Part Time Employee’s or Temporary Employee’s eligibility to participate in the Plan as determined pursuant to Section 2.1(c).

     (42) The term “Part Time Employee” shall mean an Employee who is classified as a part time employee under the Employer’s regular payroll practices.

     (43) The term “Pay Period” shall mean the periodic payroll period for which a Member receives compensation from an Employer.

     (44) The term “Period of Service” shall mean each period of an individual’s Service commencing on his Employment Commencement Date or a Reemployment Date, if applicable, and ending on a Severance Date. Notwithstanding the foregoing, a period during which an individual is absent from Service by reason of the individual’s pregnancy, the birth of a child of the individual, the placement of a child with the individual in connection with the adoption of such child by the individual, or for the purposes of caring for such child for the period immediately following such birth or placement shall not constitute a Period of Service between the first and second anniversary of the first date of such absence. A Period of Service shall also include any period required to be credited as a Period of Service by federal law other than ERISA or the Code, but only under the conditions and to the extent so required by such federal law. Further, to the extent required by section 414(n) of the Code and the applicable interpretative authority thereunder, an individual’s Period of Service shall include any period for

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which such individual was a Leased Worker (or would have been a Leased Worker but for the requirements of clause (a) of the definition of such term set forth in Section 1.1(37)).

     (45) The term “Period of Severance” shall mean each period of time commencing on an individual’s Severance Date and ending on a Reemployment Date.

     (46) The term “Permanent and Total Disability” shall mean a physical or mental condition which has resulted in an Employee being eligible for benefits under the Employer’s long-term disability income plan. An Employee shall cease to be Permanently and Totally Disabled for purposes of the Plan as of the date he ceases to be eligible for benefits under the Employer’s long-term disability income plan.

     (47) The term “Plan” shall mean the profit-sharing plan set forth herein, which is called the “Cooper Cameron Corporation Retirement Savings Plan,” with all amendments, modifications, and supplements hereafter made.

     (48) The term “Plan Year” shall mean the calendar year.

     (49) The term “Profit Sharing Account” shall mean the Separate Account of a Member to which Profit Sharing Contributions are credited in accordance with the provisions of Section 4.8.

     (50) The term “Profit Sharing Contribution” shall mean the contributions that an Employer contributes to the Plan in accordance with the provisions of Section 3.7.

     (51) The term “Profit Sharing Member” shall mean each Member who was hired by the Employer on or after May 1, 2003.

     (52) The term “Reemployment Date” shall mean the first date on which an Employee completes an Hour of Service after a Severance Date.

     (53) The term “Retirement Age” shall mean age 65 unless otherwise specified in an Addendum.

     (54) The term “Rollover/Transfer Account” shall mean the Separate Account of a Member to which Rollover Contributions or Transfer Contributions are credited in accordance with the provisions of Section 3.3 or 3.4.

     (55) The term “Rollover Contribution” shall mean, effective January 1, 2003, a contribution to the Plan made in accordance with Section 3.3 by any Eligible Employee of amounts received by him as an “eligible rollover distribution” within the meaning of Section 402(f)(2)(a) of the Code from:

(a)	a qualified plan described in Section 401(a) or 403(a) of the Code (excluding after-tax employee contributions);
(b)	an annuity contract described in Section 403(b) of the Code (excluding after-tax employee contributions);

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(c)

an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state (excluding after-tax employee contributions); or

(d)

an individual retirement account or annuity described in Section 408(a) or (b) of the Code (excluding after-tax employee contributions), provided that the entire balance in or value of, as applicable, such individual retirement account or annuity is attributable to an ‘eligible rollover distribution’ within the meaning of Section 402(f)(2)(a) of the Code from a plan or contract described in clause (a) or (b) above that was contributed to such account or annuity, or a contribution to such account or annuity as a rollover from a plan described in paragraph (c) above pursuant to Section 457(e)(16), as adjusted for income or losses attributable thereto.

     (56) The term “Salaried Plan” shall mean the Cooper Cameron Corporation Retirement Plan.

     (57) The term “Separate Account” shall mean any of the accounts established and maintained in accordance with the provisions of Section 6.5 by the Company which reflects the interest of the Basic Account, Supplemental Account, Matching Account, IAR Account, Profit Sharing Account and Rollover/Transfer Account of a Member.

     (58) The term “Service” shall mean the period of an individual’s employment with the Employer or a Commonly Controlled Entity. In no event shall Service include any period of service with a corporation or other entity prior to the date it became a Commonly Controlled Entity or after it ceases to be a Commonly Controlled Entity except to the extent required by law, or to the extent determined by the Company. The Company, in its discretion, may credit individuals with Service for service with the Employer or a prior employer for periods before such individual has commenced or recommenced participation in the Plan, but only if (i) such service would not otherwise be credited as Service and (ii) such crediting of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees. In addition, the Company, in its discretion, may credit individuals with Service based on imputed service for periods after such individual has commenced participation in the Plan while such individual is not performing service for the Employer or while such individual is an Employee with a reduced work schedule, but only if (i) such service would not otherwise be credited as Service, (ii) such crediting of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees, and (iii) the individual has not permanently ceased to perform service as an Employee, provided that the preceding clause (iii) of this sentence shall not apply if (x) the individual is not performing service for the Employer because of a disability, (y) the individual is performing service for another employer under an arrangement that provides some ongoing business benefit to the Employer, or (z) for purposes of vesting, the individual is performing service for another employer that is being treated under the Plan as actual service with the Employer.

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     (59) The term “Severance Date” shall mean the later of (a) the date on which contributions to the Plan on behalf of a person cease, or (b) the date on which an Employee retires, becomes totally and permanently disabled, dies, or otherwise terminates employment; provided, however, that if an Employee is absent from employment while in active service in the Armed Forces of the United States, his Severance Date shall be the date on which he terminated his employment, unless he returns to employment with an Employer or a Controlled Entity during the time period prescribed by federal law; and provided further, that no Employee shall incur a Severance Date until the second anniversary of the first date on which such Employee is absent from employment with an Employer or a Controlled Entity for maternity or paternity reasons. For purposes of this paragraph, an absence for maternity or paternity reasons means an absence due to the pregnancy of the Employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or the caring of such child for a period beginning immediately following such birth or placement. Notwithstanding the foregoing, if an Employee retires or dies, or his employment otherwise is terminated during a period of absence from employment for any reason other than retirement or termination, his Severance Date shall be the date of such retirement, death, or other termination of employment. In any case where an Employee receives severance pay upon his termination of active employment as an Employee, the Employee’s Severance Date shall be the date after his termination of active employment as an Employee and prior to any resumption of such active employment on which the earlier occurs: (i) his death, or (ii) the date on which he is last paid severance pay.

     (60) The term “Supplemental Account” shall mean the Separate Account for each Member which is credited with his Supplemental Contributions, if any.

     (61) The term “Supplemental Contribution” shall mean any contribution made to the Plan prior to April 1, 1996, by a Member as a “Supplemental Contribution” in accordance with the provisions of the Plan in effect prior to April 1, 1996.

     (62) The term “Temporary Employee” shall mean an Employee who is classified as a temporary employee under the Employer’s regular payroll practices.

     (63) The term “Transferred Contributions” shall mean any assets which are transferred to the Trustee of the Plan in accordance with the provisions of Section 3.4.

     (64) The term “Trust” shall mean the trust established under the Trust Agreement to hold and invest contributions made under the Plan.

     (65) The term “Trust Agreement” shall mean the agreement between the Company and the Trustee establishing the Trust.

     (66) The term “Trustee” shall mean the trustee or trustees qualified and acting under the Trust Agreement at any time.

     (67) The term “Valuation Date” shall mean each business day for purposes of the New York Stock Exchange of each year.

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     (68) The term “Vesting Service” shall mean the period of employment used in determining a Member’s vested interest in his IAR Account or Profit Sharing Account (as applicable) in accordance with the provisions of Sections 7.5, 7.6, and 7.7.

1.2	Construction.
	Where necessary or appropriate to the meaning hereof, the singular shall be deemed to include the plural and the masculine pronoun to include the feminine.

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ARTICLE II
ELIGIBILITY TO PARTICIPATE

2.1 Commencement of Participation.

(a)	Each Eligible Employee whose Employment Commencement Date occurs prior to January 1, 2002 shall become a Member and, if applicable, an IAR Member and participate in the Plan as of his Employment Commencement Date.
(b)	Each Eligible Employee (other than a Part Time Employee or a Temporary Employee) whose Employment Commencement Date occurs on or after January 1, 2002 but prior to May 1, 2003 shall become a Member and, if applicable, an IAR Member and participate in the Plan as of his Employment Commencement Date.
(c)	Each Eligible Employee who is a Part Time Employee or Temporary Employee and whose Employment Commencement Date occurs on or after January 1, 2002 but prior to May 1, 2003 shall become a Member and, if applicable, an IAR Member and participate in the Plan on the first Entry Date coincident with or next following the later of the date on which such Employee completes one year of Participation Service or the date on which such Employee attains the age of 21; provided, however, that any Part Time Employee or Temporary Employee who has not become an IAR Member before May 1, 2003 shall not become an IAR Member on or after such date notwithstanding any satisfaction by such employee of such participation requirements; and provided further, however, that any such Employee shall become a Profit Sharing Member on the first Entry Date coincident with or next following the later of the date such Employee completes One Year of Participation Service or the date on which such Employee attains the age of 21, notwithstanding that such Employee’s Employment Commencement Date preceded May 1, 2003. An individual completes one year of Participation Service on the last day of the twelve-consecutive month period beginning with the individual’s Employment Commencement Date or beginning with anniversaries of such Employment Commencement Date during which such individual completes 1,000 Hours of Service.
(d)	Each Eligible Employee (other than a Part Time Employee or a Temporary Employee) whose Employment Commencement Date occurs on or after May 1, 2003 shall become a Member and, if applicable, a Profit Sharing Member and participate in the Plan as of his Employment Commencement Date.
(e)	Each Eligible Employee who is a Part Time Employee or Temporary Employee and whose Employment Commencement Date occurs on or after May 1, 2003 shall become a Member and, if applicable, a Profit Sharing Member and participate in the Plan on the first Entry Date coincident with or next following the later of the date on which such Employee completes one year of Participation Service or the date on which such Employee attains the age of twenty-one.

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(f) Notwithstanding the foregoing,

(i)	A Temporary Employee or Part Time Employee who was a Member of the Plan prior to a termination of employment shall remain a Member and an IAR Member or Profit Sharing Member, as applicable, upon his reemployment as an Eligible Employee; provided, however, that no such Employee who is reemployed on or after May 1, 2003 shall be an IAR member upon his reemployment;
(ii)	A Temporary Employee or Part Time Employee who has completed one year of Participation Service and has attained the age of twenty-one but who has not become a Member, an IAR Member, and/or a Profit Sharing Member, as applicable because he was not an Eligible Employee shall become a Member, an IAR Member, and/or a Profit Sharing Member, as applicable, upon the later of (A) the date he becomes an Eligible Employee as a result of a change in his employment status or (B) the first Entry Date upon which he would have become a Member if he had been an Eligible Employee; provided, however, that no such Employee shall become an IAR Member based on a change of employment status that occurs on or after May 1, 2003;
(iii)	A Temporary Employee or Part Time Employee who was an Eligible Employee who had completed one year of Participation Service but who had not attained the age of twenty-one prior to a termination of his employment shall become a Member, an IAR Member, and/or a Profit Sharing Member, as applicable, upon the later of (i) the date of his reemployment or (ii) the first Entry Date following his attainment of age twenty-one; provided, however, that no such Employee may become an IAR Member on or after May 1, 2003; and
(iv)	A Temporary Employee or Part Time Employee who was an Eligible Employee and who had met the age and service requirements of this Section to become a Member, an IAR Member, and/or a Profit Sharing Member, as applicable, but who terminated employment prior to the Entry Date upon which he would have become a Member, an IAR Member, and/or a Profit Sharing Member, as applicable, shall become a Member, an IAR Member, and/or a Profit Sharing Member, as applicable, upon the later of (i) the date of his reemployment or (ii) the Entry Date upon which he would have become a Member, an IAR Member, and/or a Profit Sharing Member, as applicable, if he had not terminated employment; provided, however, that no such Employee may become an IAR Member on or after May 1, 2003.

2.2 Changes in Employment Status.

If a Member ceases to be an Eligible Employee but continues in the employment of an Employer as an Employee he shall continue as a Member until his participation is otherwise terminated in

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accordance with the provisions of the Plan; provided, however, that such Member shall share in Matching Contributions for any month of such continued participation only to the extent and on the basis of his Basic Contributions made during such month; and provided further that each such Member who is an IAR Member shall share in Company Retirement Contributions for any month of such continued participation only to the extent and on the basis of his Contribution Hours during such month; and provided further, however, that each such Member who is a Profit Sharing Member who is not an Eligible Employee on the last day of a Plan Year shall not receive a Profit Sharing Contribution for such Plan Year. If a Member ceases to be an Eligible Employee and ceases to be an Employee but continues in the employment of an Employer or a Controlled Entity, he shall become an Inactive Member until his participation in the Plan is otherwise terminated in accordance with the provisions of the Plan or he again becomes an Employee and an active Member.

2.3 Election Form.

Each Member shall file with his Employer a written election in accordance with procedures established by the Company with respect to his participation in the Plan which shall contain his authorization for his Employer to reduce his Compensation in order to make Basic Contributions and, if eligible, catch-up contributions on his behalf pursuant to the provisions of Sections 3.1 and 3.6, respectively, and his election as to the investment of such contributions pursuant to the provisions of Section 5.2; provided, however, that such election must be filed with his Employer at least 20 days prior to the first day of the payroll period as of which he is eligible to make Basic Contributions (or at least 20 days prior to the first day of any subsequent payroll period for which he is eligible to make Basic Contributions), unless a shorter period of time is acceptable to the Company.

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ARTICLE III
CONTRIBUTIONS

3.1 Basic Contributions.

Commencing with the date as of which he becomes a Member, each Member may elect to defer an integral percentage of from 1% to 20% (or such lesser percentage as may be prescribed from time to time by the Company) of his Compensation for a Plan Year by having his Employer contribute the amount so deferred to the Plan. In restriction of the Members’ elections provided in Section 2.3, this Section, and Section 4.8, and except to the extent permitted under Section 3.6 and Section 414(v) of the Code, the Basic Contributions and the elective deferrals (within the meaning of Section 402(g)(3) of the Code) under all other plans, contracts and arrangements of the Employer on behalf of any Member for any calendar year shall not exceed the dollar limitation contained in Section 402(g) of the Code in effect for such calendar year. If a Member elects to have such Basic Contributions made on his behalf, his Compensation shall be reduced by the percentage he elects pursuant to the terms of the Compensation reduction authorization described in Section 2.3 or 4.8. Unless specifically provided otherwise in the Plan, each Member who is an Eligible Employee may elect to have Basic Contributions made on his behalf to the Plan. Notwithstanding the foregoing provisions of this Section 3.1, Basic Contributions made with respect to a Plan Year on behalf of Highly Compensated Employees shall not exceed the limitations set forth in Section 4.1.

3.2 Matching Contributions.

(a)

Each Employer shall cause to be paid to the Trustee as its Matching Contribution hereunder for each payroll period an amount which equals the sum of (i) 100 percent of the Basic Contributions for such payroll period which are attributable to the first three percent of the Compensation of each Member, and (ii) 50 percent of the Basic Contributions for such payroll period which are attributable to amounts in excess of three percent, but not in excess of six percent, of the Compensation of each Member; provided, however, that Matching Contributions shall not be made with respect to any catch-up contributions made pursuant to Section 3.6.

(b)

In addition to the Matching Contributions made pursuant to Paragraph (a) above, for each Plan Year each Employer shall cause to be paid to the Trustee, as additional Matching Contributions hereunder, with respect to each Member of the Plan who made Basic Contributions during such Plan Year, an amount equal to the difference, if any, between (1) the sum of (A) 100% of the Basic Contributions for such Plan Year which are attributable to the first three percent of the Compensation of such Member and (B) 50 percent of the Basic Contributions for such Plan Year which are attributable to amounts in excess of three percent, but not in excess of six percent, of the Compensation of such Member, and (2) the Matching Contributions for such Member for such Plan Year that were made pursuant to Paragraph (a) above.

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3.3 Rollover Contributions.

With the approval of the Company and in accordance with procedures established by the Company, a Member may elect to make a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Trustee the assets in cash which constitute such Rollover Contribution at such time or times and in such manner as shall be specified by the Company. Upon receipt by the Trustee, such assets shall be credited to a Rollover/Transfer Account established on behalf of such Member and shall be deposited in the Fund or Funds selected by the Member as indicated on his investment election filed with the Company by the Member. Such election shall specify a combination of investment selections among such Funds, in increments of integral percentages which, in the aggregate, equal 100 percent. A Rollover Contribution by a Member pursuant to this Section 3.3 shall not be deemed to be a contribution of such Member for any purpose of the Plan and shall be fully vested in the Member at all times.

3.4 Transferred Contributions.

The Company may cause the transfer to the Trustee of funds representing the vested account balances (hereinafter referred to as “Transferred Contributions”) of Members held by a funding agent of a tax-qualified plan (hereinafter referred to as a “transferor plan”) in which such Members previously participated; provided, however, that (i) such transfer shall be made at such time or times and in such manner as shall be specified by the Company in accordance with procedures established by the Company; (ii) no such transfer shall be permitted from a transferor plan on behalf of a Member who was at any time a five percent owner of the employer maintaining such transferor plan; and (iii) no portion of such transfer shall be composed of assets attributable to deductible employee contributions. The Trustee shall credit the Rollover/Transfer Account of any Member on whose behalf such funds were transferred and shall deposit such funds in the Fund or Funds selected by the Member as indicated on his investment election filed with his Employer by such Member. Such election shall specify a combination of investment selections among the Funds, in increments of integral percentages which, in the aggregate, equal 100 percent. The portion of the Rollover/Transfer Account of a Member attributable to Transferred Contributions shall be fully vested in such Member at all times.

3.5 Company Retirement Contributions.

Each Employer shall cause to be paid to the Trustee as its Company Retirement Contribution hereunder for each month an amount equal to the sum of the product of each Participating Unit IAR Member’s Contribution Hours during each Pay Period that ends within such month multiplied by the applicable Contribution Rate minus the forfeitures applicable to such Participating Unit pursuant to Section 7.3.

3.6 Catch-Up Contributions.

All Eligible Employees who are eligible to make Basic Contributions to the Plan pursuant to Section 3.1 above for a Plan Year and who will have attained age 50 before the close of such Plan Year shall be eligible to make catch-up contributions to the Plan for such Plan Year in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan

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implementing the required limitations of Sections 402(g) and 415 of the Code, as described, respectively, in Sections 3.1 and 17.3 of the Plan. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. Catch-up contributions made by a Member pursuant to this Section 3.6 shall be treated as Basic Contributions for all purposes of the Plan except as otherwise specifically provided.

3.7 Profit Sharing Contributions.

Each Employer shall cause to be paid to the Trustee as its Profit Sharing Contribution hereunder for each Plan Year in which the Company meets or exceeds its financial objectives for such Plan Year, as established and determined in the sole discretion of the Board of Directors of the Company, an amount which equals 2% of the Compensation received by each Profit Sharing Member for such Plan Year; provided, however, that a Profit Sharing Member must be employed by such Employer as of the last day of such Plan Year; and provided, further, however, that any Profit Sharing Member whose employment with the Employer terminates during such Plan Year on account of such Member’s Retirement, death or Permanent and Total Disability shall be entitled to receive a Profit Sharing Contribution (if any) for such Plan Year, determined as provided above. Profit Sharing Contributions shall be made without regard to current or accumulated profits of the Employer. Notwithstanding the foregoing, the Plan is intended to qualify as a profit sharing plan for purposes of sections 401(a), 402, 412, and 417 of the Code.

3.8 Effect of Plan Termination or Withdrawal.

Notwithstanding any other provision of the Plan to the contrary, the termination of the Plan or the withdrawal of an Employer from the Plan shall terminate the liability of the Employer or such Employer, respectively, to make further Matching Contributions, Profit Sharing Contributions and Company Retirement Contributions hereunder.

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ARTICLE IV
ADMINISTRATION OF CONTRIBUTIONS

4.1 Limitations on Basic Contributions.

(a)

The Plan shall utilize the safe harbor method of satisfying the “actual deferral percentage” test set forth in Section 401(k)(3) of the Code pursuant to Section 401(k)(12) of the Code and Internal Revenue Service Notices 98-52 and 2000-3, and shall be considered to be using the “current year testing method” as such term is defined in Internal Revenue Service 98-1. If, for any Plan Year, the Company determines that the Plan did not satisfy the conditions for such safe harbor method, one of the ‘actual deferral percentage’ tests set forth in Section 401(k)(3) of the Code and the Treasury regulations and other guidance issued thereunder must be met for such Plan Year. Such testing shall utilize the current year testing method as such term is defined in Internal Revenue Service Notice 98-1. The Company may elect, in accordance with applicable Treasury regulations, to treat Matching Contributions to the Plan as Basic Contributions for the purposes of meeting these requirements.

(b)

Anything to the contrary herein notwithstanding, if, for any Plan Year, the aggregate Basic Contributions made by the Employer on behalf of Highly Compensated Employees exceeds the maximum amount of Basic Contributions permitted on behalf of such Highly Compensated Employees pursuant to Section 4.1(a), an excess amount shall be determined by reducing Basic Contributions made on behalf of Highly Compensated Employees in order of their highest actual deferral percentages in accordance with Section 401(k)(8)(B)(ii) of the Code and the Treasury regulations thereunder. Once determined, such excess shall be distributed to Highly Compensated Employees in order of the highest dollar amounts contributed on behalf of such Highly Compensated Employees in accordance with Section 401(k)(8)(C) of the Code and the Treasury regulations thereunder before the end of the next following Plan Year.

4.2 Excess Elective Deferrals.

If a Member who had Basic Contributions made on his behalf for a Plan Year files with the Company, within the time limit prescribed by the Company after the end of such Plan Year, a written statement, on a form acceptable to the Company, that he has elective deferrals within the meaning of Section 402(g) of the Code for the taxable year in excess of the dollar limitation on elective deferrals in effect for such taxable year, and specifying the amount of such excess the Member claims as allocable to the Plan, the amount of such excess, adjusted for income or loss attributable to such excess elective deferral, shall be distributed to the Member by April 15 of the year following the year of the excess elective deferral and Matching Contributions thereon shall be forfeited. Distributions pursuant to this Section 4.2 shall be made proportionately from the Separate Accounts to which Basic Contributions were made for such Plan Year.

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4.3 Limitation on Matching Contributions.

(a)

The Plan shall utilize the safe harbor method of satisfying the “actual contribution percentage” test set forth in Section 401(m)(2) of the Code pursuant to Section 401(m)(11) of the Code and Internal Revenue Service guidance issued thereunder, and shall be considered to be using the “current year testing method” as such term is defined in Internal Revenue Service 98-1. If, for any Plan Year, the Company determines that the Plan did not satisfy the conditions for such safe harbor method, one of the “actual contribution percentage” tests set forth in Section 401(m)(2) of the Code and the Treasury regulations and other guidance issued thereunder must be met for such Plan Year. Such testing shall utilize the current year testing method as such term is defined in Internal Revenue Service Notice 98-1. The Company may elect, in accordance with applicable Treasury regulations, to treat Basic Contributions to the Plan as Matching Contributions for the purposes of meeting these requirements.

(b)

Anything to the contrary herein notwithstanding, if, for any Plan Year, the aggregate amount of Matching Contributions and qualified nonelective contributions allocated to the Separate Accounts of Highly Compensated Employees exceeds the maximum amount of such Matching Contributions and qualified nonelective contributions permitted on behalf of such Highly Compensated Employees pursuant to Section 4.3(a), an excess amount shall be determined by reducing Matching Contributions made on behalf of Highly Compensated Employees in order of their highest contribution percentages in accordance with Section 401(m)(6)(B)(ii) of the Code and Treasury regulations thereunder. Once determined, such excess shall be distributed to Highly Compensated Employees in order of the highest dollar amounts contributed on behalf of such Highly Compensated Employees in accordance with Section 401(m)(6)(C) of the Code and the Treasury regulations thereunder (or, if such excess contributions are forfeitable, they shall be forfeited) before the end of the next following Plan Year. Such testing shall utilize the current year testing method as such term is defined in Internal Revenue Service Notice 98-1. Notwithstanding any distributions pursuant to the foregoing provisions, excess contributions shall be treated as Annual Additions for purposes of Article XVII. Distributions pursuant to this Section 4.3(b) shall be made proportionately from Separate Accounts to which excess contributions were made for such Plan Year.

4.4 Delivery of Contributions.

Each Employer shall cause to be delivered to the Trustee all Basic, Matching, Company Retirement, Profit Sharing Rollover, and Transferred Contributions made in accordance with the provisions of Article III as soon as reasonably practicable; provided, however, that Basic Contributions elected by each Member shall be deducted from his Compensation for each payroll period and shall be paid by the Employer to the Trust as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets; and further provided, however, that in no event shall such date occur later than the fifteenth (15th) business day of the month following the month in which such contribution amounts would otherwise have

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been payable to the Member in cash; and further provided, however, that Matching Contributions with respect to Basic Contributions made in accordance with Section 3.2 during a Plan Year quarter shall be delivered to the Trustee no later than the last day of the Plan Year quarter following the Plan Year quarter during which such Basic Contributions were made.

4.5 Allocation of Matching Contributions.

The Matching Contributions of an Employer for any month shall be considered allocated to the Members’ Matching Accounts for whom such contributions are made no later than the last day of the Plan Year for which they are made, as determined pursuant to Section 3.2, except as provided in Section 4.7.

4.6 Allocation of Company Retirement Contributions.

The Company Retirement Contributions of an Employer for any month shall be allocated as of the date such contribution is received by the Trust to the IAR Accounts of the Members for whom such contribution is made.

4.7 Allocation of Profit Sharing Contributions.

The Profit Sharing Contribution of an Employer for any Plan Year shall be allocated as of the date such contribution is received by the Trust to the Profit Sharing Accounts of the Profit Sharing Members for whom such contribution is made.

4.8 Crediting of Contributions.

Subject to the provisions of Article VII, contributions made to the Plan shall be credited to the Separate Accounts of a Member in the following manner:

(a)	The amount of Basic Contributions made on behalf of a Member shall be credited to such Member’s Basic Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.
(b)	The amount of Matching Contributions allocated to a Member shall be credited to such Member’s Matching Account as of the date such contribution is received by the Trust and shall be invested in the Company Stock Fund subject to the provisions of Section 5.3.
(c)	The amount of Company Retirement Contributions allocated to an IAR Member shall be credited to such Member’s IAR Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.
(d)	The amount of Profit Sharing Contributions allocated to a Profit Sharing Member shall be credited to such Member’s Profit Sharing Account as of the date such contribution is received by the Trust and shall be invested in the Fund or Funds selected by the Member in accordance with the provisions of Section 5.2.

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4.9 Changes in Reduction and Deduction Authorizations.

Effective as of any payroll period, any Member may suspend his Basic Contributions or change the percentage of his Compensation which is contributed as Basic Contributions in accordance with the procedures and within the time period prescribed by the Plan Administrator. Notwithstanding the foregoing, any Member who changes the percentage of his Basic Contributions shall be limited to the percentage of his Compensation which does not exceed the applicable limitations set forth in Section 3.1, and, if applicable, Section 3.6. If the Company determines that a reduction of Compensation deferral elections made pursuant to Sections 2.3, 3.1, and this Section 4.9 is necessary to insure that the restrictions set forth in Sections 3.1 and 4.1, 4.3 or 17.3 are met for any Plan Year, the Company may reduce the elections of affected Members on a temporary and prospective basis in such manner as the Company shall determine.

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ARTICLE V
DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

5.1 Deposit of Contributions.

Any Basic Contributions of a Member which are credited to a Member’s Basic Account, any Company Retirement Contributions which are credited to an IAR Member’s IAR Account, and any Profit Sharing Contributions which are credited to a Profit Sharing Member’s Profit Sharing Account shall be deposited by the Trustee in such Fund or Funds selected by such Member in accordance with the provisions of Section 5.2. Any Matching Contributions which are credited to a Member’s Matching Account shall be deposited by the Trustee in the Company Stock Fund. The Trustee shall have no duty to collect or enforce payment of contributions or inquire into the amount or method used in determining the amount of contributions, and shall be accountable only for contributions received by it.

5.2 Investment of Accounts.

(a)	Each Member shall designate, in accordance with the procedures established by the Company, the manner in the amounts allocated to his Basic, IAR, Profit Sharing and Rollover/Transfer Accounts shall be invested from among the Funds made available from time to time by the Company pursuant to Section 6.2. A Member may designate one of such Funds for all of the contributions to his Basic, IAR, Profit Sharing and Rollover/Transfer Accounts, or he may split the investment of the amounts allocated to such Accounts among such Funds in such increments as the Company may prescribe. If a Member fails to make a designation of 100% of the contributions to his Basic, IAR, Profit Sharing and Rollover/Transfer Accounts, such nondesignated contributions shall be invested in the Fund or Funds designated by the Company from time to time in a uniform and nondiscriminatory manner.
(b)	A Member may change his investment designation for future contributions to be allocated to his Basic, IAR, Profit Sharing and Rollover/Transfer Accounts. Any such change shall be made in accordance with the procedures established by the Company, and the frequency of such changes may be limited by the Company.
(c)	A Member or Inactive Member may convert his investment designation with respect to amounts already allocated to any of his Separate Accounts that are invested in one of the Funds; provided, however, that such conversion may be made only to one or more of those Funds made available by the Company pursuant to Section 6.2. Any such conversion shall be made in accordance with the procedures established by the Company, and the frequency of such conversions may be limited by the Company.

5.3 Elimination of Funds.

Notwithstanding any provision in this Article V to the contrary, in the event any one or more of the Funds is eliminated as an investment fund by the Company, each Member and Inactive Member who has an investment election in effect which designates such investment fund for the

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investment of amounts allocated to such individual’s Separate Accounts, shall designate a continuing Fund or Funds made available by the Company pursuant to Section 6.2 for the investment of such amounts; provided, however, that in the event such individual fails to make such a designation, such contributions or amounts shall be invested in a the Fund or Funds designated by the Company in a uniform and nondiscriminatory manner.

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ARTICLE VI
ESTABLISHMENT OF FUNDS AND MEMBERS’ ACCOUNTS

6.1 Investment Responsibility.

The Plan is intended to constitute a plan described in Section 404(c) of ERISA and DOL Regs. Section 2550.404c-1 and insofar as the Plan complies with said Section 404(c), Plan fiduciaries shall be relieved of liability for any losses which are the direct result of investment instructions given by Members, Inactive Members, and Beneficiaries.

6.2 Establishment and Maintenance of Funds.

The Company shall cause at least three Funds, other than the Company Stock Fund, to be established and maintained at all times. Each such Fund shall be diversified and shall have different risk and return characteristics from the other Funds. Any Fund which invests primarily in investments with restrictions regarding Funds to which investment transfers may be made or to which a minimum investment period is applicable shall not be considered as one of such requisite three Funds.

6.3 Company Stock Fund.

Except as specifically provided otherwise, the assets of the Company Stock Fund shall be invested by the Trustee primarily in Company Stock. The Trustee shall receive Company Stock from the Company or purchase Company Stock in the market; provided, however, that any such purchase shall be made only in exchange for fair market value as determined by the Trustee. The Company Stock Fund may, from time to time, be invested in a short-term investment fund managed by the Trustee.

6.4 Income on Trust Funds.

Unless specifically provided otherwise in the Plan or the Trust Agreement, any dividends, interest, distributions, or other income received by the Trustee in respect of a Fund shall be reinvested by the Trustee in the Fund with respect to which such income was received by it.

6.5 Separate Accounts.

Each Member shall have established in his name Separate Accounts which shall be dependent upon the manner in which the assets of his Basic, Supplemental, Matching, IAR, Profit Sharing, and Rollover/Transfer Accounts are invested.

6.6 Voting of Company Stock in the Company Stock Fund.

Each Member or Beneficiary who has shares of Company Stock allocated to his Matching Account shall be a named fiduciary with respect to the voting of Company Stock held thereunder and shall have the following powers and responsibilities:

(a) Prior to each annual or special meeting of the shareholders of the Company, the Company shall cause to be sent to each Member and Beneficiary who has

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	Company Stock allocated to his Matching Account and invested in the Company Stock Fund under the Plan a copy of the proxy solicitation material therefor, together with a form requesting confidential voting instructions, with respect to the voting of such Company Stock as well as the voting of Company Stock for which the Trustee does not receive instructions. Each such Member and/or Beneficiary shall instruct the Trustee to vote the number of such uninstructed shares of Company Stock equal to the proportion that the number of shares of Company Stock allocated to his Matching Account and invested in the Company Stock Fund bears to the total number of shares of Company Stock in the Plan for which instructions are received. Upon receipt of such a Member’s or Beneficiary’s instructions, the Trustee shall then vote in person, or by proxy, such shares of Company Stock as so instructed.
(b)	The Company shall cause the Trustee to furnish to each Member and Beneficiary who has Company Stock allocated to his Matching Account and invested in the Company Stock Fund under the Plan notice of any tender or exchange offer for, or a request or invitation for tenders or exchanges of, Company Stock made to the Trustee. The Trustee shall request from each such Member and Beneficiary instructions as to the tendering or exchanging of Company Stock allocated to his Matching Account and invested in the Company Stock Fund and the tendering or exchanging of Company Stock for which the Trustee does not receive instructions. Each such Member shall instruct the Trustee with respect to the tendering or exchanging of Company Stock for which the Trustee does not receive instructions. Each such Member shall instruct the Trustee with respect to the tendering or exchanging of the number of such uninstructed shares of Company Stock equal to the proportion that the number of the shares of Company Stock allocated to his Matching Account and invested in the Company Stock Fund bears to the total number of shares of Company Stock in the Plan for which instructions are received. The Trustee shall provide Members and Beneficiaries with a reasonable period of time in which they may consider any such tender or exchange offer for, or request or invitation for tenders or exchanges of, Company Stock made to the Trustee. Within the time specified by the Trustee, the Trustee shall tender or exchange such Company Stock as to which the Trustee has received instructions to tender or exchange from Members and Beneficiaries.
(c)	Instructions received from Members and Beneficiaries by the Trustee regarding the voting, tendering, or exchanging of Company Stock shall be held in strictest confidence and shall not be divulged to any other person, including officers or employees of the Company, except as otherwise required by law, regulation or lawful process.

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ARTICLE VII
VESTING

7.1 Vesting in Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

A Member shall be 100 percent vested in the balance of his Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

7.2 Vesting in Company Retirement and Profit Sharing Contributions.

Effective except as specified in an otherwise applicable Addendum with respect to an IAR Member’s vested interest in the balance of his IAR Account, a Member shall be vested in the balance of his IAR Account and/or Profit Sharing Account in accordance with the following schedule:

Years of Vesting Service	Vested Percentage
Less than 5	0%
5 or more	100%

Notwithstanding the foregoing, except as specified otherwise in an applicable Addendum, any IAR Member who was credited with three or more Years of Vesting Service as of May 1, 2003 shall be vested in the balance of his IAR Account in accordance with the following vesting schedule:

Years of Vesting Service	Vested Percentage
3 years but less than 4 years	33%
4 years but less than 5 years	67%
5 years or more	100%

Notwithstanding the foregoing, upon the occurrence of one of the events hereinafter listed while a Member is an Employee, such Member shall be 100% vested in the balance of his IAR Account and/or Profit Sharing Account, as applicable:

(i)	attainment of Retirement Age;
(ii)	death; or
(iii)	Permanent and Total Disability.

7.3 Forfeitures.

At the time a Member or Inactive Member terminates employment with the Company and its Controlled Entities prior to attaining Retirement Age for any reason other than Permanent and Total Disability or death, only his vested interest in his IAR Account and/or his Profit Sharing Account (as applicable) shall be distributable pursuant to the provisions of Sections 10.2, 10.3, and 10.4 and his unvested interest shall be governed by the following provisions.

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(a) The unvested portion of such a Member’s IAR Account and/or his Profit Sharing Account (as applicable) shall be forfeited at the earliest of the following:

(i)	the date on which the Member’s entire vested interest in his IAR Account and/or his Profit Sharing Account (as applicable) is distributed in a single sum or is considered distributed under paragraph (c) below; or
(ii)	with respect to the unvested portion of the Member’s IAR Account, the end of the fifth consecutive Break in Service, or, with respect to the unvested portion of the Member’s Profit Sharing Account, the date such Member completes a Period of Severance of five consecutive years; or
(iii)	the date of the Member’s death.

(b)	Forfeitures from IAR Accounts shall be applied against the Employer’s next contribution obligation with respect to Company Retirement Contributions under the Plan. Forfeitures from Profit Sharing Accounts shall be applied against the Employer’s next contribution obligation (if any) with respect to Profit Sharing Contributions.
(c)	A zero vested balance of a Member or Inactive Member shall be treated as though it were distributed immediately when employment terminates.
(d)	If a Member or Inactive Member is reemployed prior to five consecutive Breaks in Service but after a forfeiture under paragraph (a) above because of an imputed or full distribution, the forfeited amount(s), unadjusted for interim gains or losses, shall be subject to restoration under paragraphs (f) and (g). No restoration shall occur, if reemployment occurs after five consecutive Breaks in Service (in the case of amounts forfeited from such Member’s IAR Account) or if reemployment occurs after the Member completes a Period of Severance of five consecutive years (in the case of amounts forfeited from such Member’s Profit Sharing Account). Further, no restoration shall occur if repayment does not occur under paragraph (g).
(e)	If a Member or Inactive Member who is not 100% vested in his IAR Account receives a distribution of the vested portion of his IAR Account prior to incurring five consecutive Breaks in Service with the exception of distributions under paragraph (a)(i), (a)(iii), or (c) above, the vested portion of his IAR Account at any time prior to five consecutive Breaks in Service shall not be less than an amount (X) determined in the following manner: X = P(AB + D) — D. For purposes hereof, P is the vested percentage applicable to such Account at the relevant time; AB is the balance of such Account at the relevant time; and D is the amount of distributions from such Account.
(f)	Amount(s) subject to restoration under paragraph (d) shall be credited to the Member’s IAR Account and/or Profit Sharing Account (as applicable) upon reemployment and shall be made from the assets of a special contribution of the

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	Company which shall not constitute an “annual addition” within the meaning of Section 415 of the Code.
(g)	A reemployed Member who is rehired under the conditions set forth in paragraph (d) may repay the full amount previously distributed from his partially vested IAR Account and/or Profit Sharing Account (as applicable) as follows:

(1)	Repayment shall be made in a single sum.
(2)	Repayment may only be made while the Member remains employed and may not be made later than five years after reemployment.
(3)	Repayment cannot be made in whole or in part by rollover from another plan or individual retirement account.

7.4 Election of Former Vesting Schedule.

In the event the Company adopts an amendment to the Plan that directly or indirectly affects the computation of a Member’s nonforfeitable interest in his Matching Account, and/or Profit Sharing Account (as applicable) any Member who is credited with three or more years of Vesting Service shall have a right to have his nonforfeitable interest in such account as of the effective date of the amendment continue to be determined under the vesting schedule in effect prior to such amendment rather than under the new vesting schedule, unless the nonforfeitable interest of such Member in such account under the Plan, as amended, at any time is not less than such account interest determined without regard to such amendment. A Member shall exercise such right by giving written notice of his exercise thereof to the Company within 60 days after the latest of (i) the date he received notice of such amendment from the Company, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing provisions of this Section 7.4, the vested interest of each Member on the effective date of such amendment shall not be less than his vested interest under the Plan through the later of the effective date or the date the Plan amendment is adopted.

7.5 Vesting Service.

Vesting Service shall be credited to a Member in accordance with the following provisions:

(a)

Vesting Service prior to April 1, 1995. Each Eligible Employee shall be credited with years of Vesting Service for purposes of the Plan with respect to any periods of employment prior to April 1, 1995 in an amount equal to the years of Vesting Service, with which he had been credited in accordance with the Cooper Savings Plan with respect to his IAR Account in effect on April 1, 1995.

(b)

Vesting Service on and after April 1, 1995. Subject to the provisions of Sections 7.7 and 7.8, for purposes of determining an IAR Member’s Vested Interest in his IAR account, such IAR Member who is an Eligible Employee on or after April 1, 1995, shall be credited with a year of Vesting Service for each Plan Year on and after such date for which he is credited with at least 1,000 Hours of Service; provided, however, that if he is credited with less than 1,000 Hours of Service for

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any Plan Year, he shall not be credited with a partial year of Vesting Service. Subject to the provisions of Sections 7.7 and 7.8, for purposes of determining a Profit Sharing Member’s vested interest in his Profit Sharing Account, each person who is an Eligible Employee on and after May 1, 2003 shall be credited with Vesting Service in an amount equal to his aggregate Periods of Service whether or not such Periods of Service are completed consecutively or were completed prior to May 1, 2003. Notwithstanding anything to the contrary in the preceding sentence, (1) if a Member terminates his Service (at a time other than during a leave of absence) and subsequently resumes his Service, if his Reemployment Date is within twelve months of his Severance Date, such Period of Severance shall be treated as a Period of Service for purposes of this Section, and (2) if a Member terminates his Service during a leave of absence and subsequently resumes his Service, if his Reemployment Date is within twelve months of the beginning of such leave of absence, such Period of Severance shall be treated as a Period of Service for purposes of the preceding sentence.

(c)

Vesting Service With Respect to the Plan Year Beginning and Ending on December 31, 2001. Notwithstanding anything to the contrary herein, for the purposes of determining the amount of Vesting Service with which a Member shall be credited during the series of Plan Years beginning on December 30, 2000 and ending on December 31, 2002, the Hours of Service credited to such Member during the Plan Year beginning and ending on December 31, 2001 shall be counted together with the Hours of Service completed by the Member during the Plan Year beginning on December 31, 2000 and ending on December 30, 2001 and also during the Plan Year beginning on January 1, 2002 and ending on December 31, 2002.

7.6 Transfers.

Notwithstanding the provisions of Section 7.1, years of Vesting Service credited to a person shall be subject to the following:

(a)

Any person who transfers or re-transfers to employment with an Employer as an Eligible Employee directly from other employment (i) with the Employer in a capacity other than as an Employee or (ii) with a Controlled Entity, shall be credited with years of Vesting Service, for such other employment as if such other employment were employment with an Employer as an Eligible Employee for the entire period of employment.

(b)

Any person who transfers from employment with an Employer as an Eligible Employee directly to other employment (i) with an Employer in a capacity other than as an Eligible Employee or (ii) with a Controlled Entity, shall be deemed by such transfer not to lose his credited years of Vesting Service, and shall be deemed not to retire or otherwise terminate his employment until such time as he is no longer in the employment of a Controlled Entity, at which time he shall become entitled to benefits, if he is otherwise eligible therefor under the provisions of the Plan; provided, however, that up to such time he shall receive

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credit for years of Vesting Service for such other employment as if such other employment were employment with the Employer as an Eligible Employee.

(c)

Any person who transfers to employment with an Employer as an Eligible Employee directly from employment with Cooper Industries, Inc. in a capacity covered by the Cooper Savings Plan shall be credited with the Hours of Service with which he was credited under the Cooper Savings Plan for the period from January 1, 1995 through March 31, 1995 with respect to his IAR Account for the 1995 Plan Year under the Plan with respect to his IAR Account.

7.7 Loss and Reinstatement of Years of Vesting Service.

Except as otherwise specifically provided in this Section 7.7, an IAR Member’s years of Vesting Service to be taken into account in determining his vested interest in his IAR Account shall be lost if he retires or if his employment with an Employer and its Controlled Entities terminates for any other reason and, if he thereafter returns to employment as an Eligible Employee, he shall be treated for Plan purposes as a new Eligible Employee. Notwithstanding the foregoing provisions, a retired or former IAR Member who returns to employment with an Employer or a Controlled Entity shall be reinstated with the years of Vesting Service with which he was credited at the time of his prior retirement or other termination of employment if:

(a)

he was eligible for a benefit from his IAR Account at the time of his previous retirement or other termination of employment, or

(b)

he terminated his employment before satisfying the conditions of eligibility for a benefit from his IAR Account and the number of his consecutive one-year Breaks in Service is less than five or the aggregate number of his years of Vesting Service at the time of such prior termination of employment was greater than the number of his consecutive one-year Breaks in Service (the aggregate number of years of Vesting Service not to include any years of Vesting Service not required to be taken into account due to previous Breaks in Service); provided, however, that if he should return to employment with an Employer or a Controlled Entity in a capacity other than as an Eligible Employee, his period of employment shall be treated for purposes of the Plan in accordance with the provisions of Section 7.6(b).

Except as otherwise specifically provided in this Section 7.7, a Profit Sharing Member’s years of Vesting Service to be taken into account in determining his vested interest in his Profit Sharing Account shall be lost if he retires or if his employment with an Employer and its Controlled Entities terminates for any other reason and, if he thereafter returns to employment as an Eligible Employee, he shall be treated for Plan purposes as a new Eligible Employee. Notwithstanding the foregoing provisions, a retired or former Profit Sharing Member who returns to employment with an Employer or a Controlled Entity shall be reinstated with the years of Vesting Service with which he was credited at the time of his prior retirement or other termination of employment if:

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(a)	he was eligible for a benefit from his Profit Sharing Account at the time of his previous retirement or other termination of employment, or
(b)	he terminated his employment before satisfying the conditions of eligibility for a benefit from his Profit Sharing Account and he is reemployed by an Employer or a Controlled Entity before he incurs a Period of Severance that equals or exceeds the greater of five years of his aggregate Period of Service completed before such Period of Severance.

Years of Vesting Service which are reinstated under this Section 7.7 shall be reinstated in accordance with and subject to all applicable provisions of the Plan with respect to reemployment.

7.8 Finality of Determinations.

Notwithstanding anything to the contrary contained in this Article VII, there shall be no duplication of years of Vesting Service credited to an Employee for any one period of his employment with an Employer or a Controlled Entity. All determinations with respect to the crediting of years of Vesting Service under the Plan shall be made on the basis of the records of the Employers, and all determinations so made shall be final and conclusive upon Eligible Employees, former Eligible Employees, and all other persons claiming a benefit interest under the Plan. In addition, the Company shall have the exclusive responsibility with respect to determining the amount of Basic, Matching, Company Retirement, and Profit Sharing Contributions, and any adjustment thereto to comply with the terms of the Plan or the Code. A determination so made shall be final and conclusive upon the Employer, all Members, and Beneficiaries.

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ARTICLE VIII
WITHDRAWALS WHILE EMPLOYED

8.1 Withdrawals Prior to Age 59½.

Subject to the provisions in this Section 8.1, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has not attained age 59½, may:

(a) file a written request with the Company in the form and within the time period prescribed by the Company for a withdrawal of an amount credited to his Separate Accounts attributable to Basic, Rollover, Supplemental and Transferred Contributions. Such withdrawal shall be permitted only if (i) the reason for the withdrawal is to enable the Member to meet an immediate and heavy financial need which cannot be met from other sources, including but not limited to sources outside the Plan and all other accounts and available loans under the Plan, and which meet the requirements of Section 401(k) of the Code and regulations thereunder, and (ii) would not exceed the lesser of the balance of such Separate Accounts or the amount required to meet the need for which the withdrawal is requested. The amount required to meet the immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. If the Company approves such request, such withdrawal shall be made from a Member’s Separate Accounts in accordance with procedures established by the Company. A withdrawal shall be deemed to be made on account of an immediate and heavy financial need of a Member if the withdrawal is for:

(1)	Expenses for medical care described in section 213(d) of the Code previously incurred by the Member, the Member’s spouse, or any dependents of the Member (as defined in section 152 of the Code) or necessary for those persons to obtain medical care described in section 213(d) of the Code and not reimbursed or reimbursable by insurance;
(2)	Costs directly related to the purchase of a principal residence of the Member (excluding mortgage payments);
(3)	Payment of tuition and related educational fees, and room and board expenses, for the next twelve months of post-secondary education for the Member or the Member’s spouse, children, or dependents (as defined in section 152 of the Code);
(4)	Payments necessary to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage of the Member’s principal residence; or
(5)	Such other financial needs that the Commissioner of Internal Revenue may deem to be immediate and heavy financial needs through the publication of revenue rulings, notices, and other documents of general applicability.

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The above notwithstanding, (1) withdrawals under this Paragraph from a Member’s Basic Account shall be limited to the sum of the Member’s Basic Contributions to the Plan, plus income allocable thereto and credited to the Member’s Basic Account as of the Valuation Date coincident with or next preceding December 31, 1988, less any previous withdrawals of such amounts.

(b) file a written request with the Company in the form and within the time period prescribed by the Company for a withdrawal of an amount credited to his Supplemental Account. Such withdrawal must be at least $500.00 (unless the value of the Member’s Supplemental Account is less, in which case the withdrawal must equal the total value of the Member’s Supplemental Account) and may only be made once in a calendar year.

8.2 Withdrawals After Age 59½.

Subject to the provisions of this Section 8.2, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has attained at least age 59½, may file a written request with his Employer in the form and within the time period prescribed by the Company for a withdrawal of an amount credited to his Separate Accounts; provided, however, than an IAR Member may request a withdrawal of amounts credited to his IAR Account only to the extent of his vested interest in such amounts, as determined in accordance with Section 7.2. A withdrawal made pursuant to this Section 8.2 must be at least $500.00 (unless the aggregate value of the Member’s Separate Accounts is less, in which case the withdrawal must equal the total aggregate value of the Member’s Separate Accounts) and may only be made once in a calendar year, and shall be made from a Member’s or Inactive Member’s Separate Accounts as elected by such Member or Inactive Member.

8.3 Form of Withdrawals.

All withdrawals made from Separate Accounts invested in the Funds, other than the Company Stock Fund, shall be in the form of cash. All withdrawals made from Separate Accounts invested in the Company Stock Fund shall be in the form of Company Stock or cash, as elected by the Member; provided, however, that the value of any fractional shares of Company Stock shall be distributed in the form of cash. Any withdrawal hereunder which constitutes an Eligible Rollover Distribution shall be subject to the direct rollover election described in Section 10.9.

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ARTICLE IX
LOANS

9.1 Eligibility for Loan.

Upon application by (1) any Member who (a) is on the United States payroll of the Employer, (b) is receiving compensation other than severance pay from a Controlled Entity, (c) has been participating in the Plan for at least one year (provided, however, that the participation requirement of this Clause (c) shall apply only for loans granted prior to January 1, 1998), and (d) has not had an outstanding loan from the Plan for at least one month (an individual who is eligible to apply for a loan under this Article being hereinafter referred to as a “Member” for purposes of this Article), the Company may in its discretion direct the Trustee to make a loan or loans to such Member. Such loans shall be made pursuant to the provisions of the Company’s written loan procedure, which procedure is hereby incorporated by reference as a part of the Plan.

9.2 Maximum Loan.

(a)	A loan to a Member may not exceed 50% of the nonforfeitable balance of such Member’s Separate Accounts (excluding his IAR Account and Profit Sharing Account).
(b)	Paragraph (a) above to the contrary notwithstanding, the amount of a loan made to a Member under this Article shall not exceed an amount equal to the difference between:

(i)

The lesser of $50,000 (reduced by the excess, if any, of (A) the highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date on which the loan is made over (B) the outstanding balance of loans from the Plan on the date on which the loan is made) or one-half of the present value of the Member’s total nonforfeitable accrued benefit under all qualified plans of the Employer or a Controlled Entity; minus

(ii)

The total outstanding loan balance of the Member under all other loans from all qualified plans of the Employer or a Controlled Entity.

(c) An IAR Member may not pledge his IAR Account as security for a loan pursuant to this Article.

9.3 Operation of Article.

The provisions of this Article shall be applicable to loans granted on or renewed on or after May 1, 2003. Loans granted or renewed on or prior to such date shall be governed by the provisions of the Plan as in effect prior to such date.

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ARTICLE X
DISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT

10.1 Eligibility for Distribution.

Upon termination of employment with the Controlled Entities, each Member and Inactive Member shall be entitled to receive the entire interest of his Basic, Supplemental, Matching, and Rollover/Transfer Accounts and the vested interest of his IAR Account and/or Profit Sharing Account, if any, in accordance with his provisions of Sections 10.2 and 10.3. Notwithstanding the provisions of the Plan regarding availability of distributions from the Plan upon “termination of employment,” a Member’s vested interest in his Separate Accounts shall be distributed on account of the Member’s “severance from employment” as such term is used in Section 401(k)(2)(B)(i)(I) of the Code. Distributions permitted under the Plan upon a Member’s “severance from employment” pursuant to the preceding sentence shall apply for distributions after December 31, 2001 regardless of when the severance from employment occurred.

10.2 Distribution of Separate Accounts.

Subject to the provisions of Section 10.3, the Company shall direct the Trustee to make distribution to a Member or Inactive Member, who becomes eligible to receive the vested interest of his Separate Accounts pursuant to the provisions of Section 10.1 in the manner hereinafter set forth.

(a)

Distributions of $5,000 or Less. If the value of the vested interest of a Member, Inactive Member, Profit Sharing Member, or IAR Member, as the case may be, in his Basic, Supplemental, Matching, IAR, Profit Sharing, and Rollover/Transfer Accounts is $5,000 or less, distribution thereof shall be made to such a Member as soon as practicable in a single sum payment.

(b)

Distributions of Over $5,000. If the value of the vested interest of a Member, Inactive Member, Profit Sharing Member, or IAR Member, as the case may be, in his Basic, Supplemental, Matching, IAR, Profit Sharing and Rollover/Transfer Accounts is in excess of $5,000 such Member may elect to receive distribution of his Basic, Supplemental, Matching, Profit Sharing, and Rollover/Transfer Accounts in a single sum payment at any time prior to attainment of age 70½. Notwithstanding the foregoing, no such distribution may be made to a Member, Inactive Member, Profit Sharing Member or IAR Member prior to Retirement Age, unless such Member and, in the case of an IAR Member (or Member who was at any time an IAR Member), his spouse consent in writing to such distribution. In the event that the vested interest of an IAR Member in his IAR Account is in excess of $5,000, such IAR Member may elect to receive distribution of his IAR Account in a single sum payment at any time prior to attainment of age 70½; provided, however, that such IAR Member waives distribution of the standard form of benefit set forth below in paragraphs (1) and (2) of this Section 10.2(b) and if such Member is married, his spouse consents in writing to such election and waiver and such consent acknowledges the effect of such action and is witnessed by a notary public or a Plan representative, unless a

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Plan representative finds that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder. If the Basic, Supplemental, Matching, IAR, Profit Sharing, and Rollover/Transfer Accounts of such a Member are not distributed pursuant to the foregoing provisions, such Separate Accounts shall be distributed with his IAR Account in the following manner:

(1)	Married IAR Members. The standard form of benefit payment of an IAR Account for any IAR Member who is married on the date his Plan interest is to be distributable to him under the provisions of Section 10.1 and the foregoing provisions of Section 10.2(b) shall be a 50 percent joint and survivor annuity. Such joint and survivor annuity shall be a commercial annuity which is payable for the life of the IAR Member with a survivor annuity for the life of the IAR Member’s surviving spouse equal to 50 percent of the amount of the annuity payable during the joint lives of the IAR Member and such IAR Member’s surviving spouse. The standard joint and survivor annuity shall be paid automatically as provided hereunder unless the IAR Member elects to receive his benefit payments in another form during the election period described in Section 10.2(b)(4)(iii); provided, however, that if distribution is to be made prior to Retirement Age, it shall be made only with the consent of the IAR Member and his spouse, if any; provided further that the IAR Member’s spouse consents in writing to such election and the time of benefit commencement thereof pursuant to the provisions of Section 10.2(b)(5). Any such election may be revoked and subsequent elections may be made, or revoked, at any time during such election period. If the IAR Member has elected not to receive the standard joint and survivor annuity as provided herein, such IAR Member’s benefit shall be paid in one of the benefit payment forms under Section 10.2(b)(3), as selected by such IAR Member.
(2)	Unmarried IAR Members. The standard form of benefit payment of an IAR Account for any IAR Member who is not married on the date his Plan interest is to be distributable to him under the provisions of Section 10.1 and the foregoing provisions of Section 10.2(b), shall be a single life annuity under Section 10.2(b)(3)(i), unless such IAR Member selects another benefit payment form provided in Section 10.2(b)(3); provided, however, that if distribution is to be made prior to Retirement Age, it shall be made only with the consent of the IAR Member.
(3)	Optional Forms. Subject to the provisions of paragraphs (a) and (b) of this Section 10.2(b), an IAR Member may elect to receive his Separate Account in one of the following forms:

(i) A commercial annuity in the form of a single life annuity for the life of such IAR Member;

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(ii)	A commercial annuity in the form of a single life cash refund annuity;
(iii)	A commercial annuity for a term certain of ten years and continuous for the life of the IAR Member if he survives such term certain;
(iv)	A commercial annuity payable for the life of such Member with a survivor annuity for the life of his Beneficiary which shall be equal to 50 percent, 75 percent, or 100 percent of the annuity payable during the joint lives of the IAR Member and such IAR Member’s Beneficiary;
(v)	A lump sum payment regardless of age; or
(vi)	A single life annuity commencing prior to the earliest age as of which such IAR Member will become eligible for an “old-age insurance benefit” under the federal Social Security Act, adjusted so that an increased amount will be paid prior to such age and a reduced amount thereafter; the purpose of this adjustment is to enable the IAR Member to receive, from this Plan and under the federal Social Security Act, an aggregate income in approximately a level amount for life. Moreover, in the event the IAR Member so elects, if such IAR Member dies before receiving payments aggregating the vested amount of his Separate Accounts at his benefit commencement date, the difference shall be paid in a single lump sum to his Beneficiary or if there is none, to the executor or administrator of his estate.

(4) Notwithstanding the foregoing provisions of this Section 10.2(b), the following additional requirements must be satisfied in order for a benefit to be paid pursuant to Section 10.2(b)(3):

(i)	The benefit payment form described in Section 10.2(b)(3) above shall only be available if the present value of the total payments actuarially expected to be made to the IAR Member shall be more than 50 percent of the present value of the total payments actuarially expected to be made to the IAR Member and his Beneficiary.
(ii)	The form of payment to the IAR Member or to the IAR Member and his Beneficiary must be payable over a period of time which does not exceed the longer of the life expectancy of the IAR Member, or the joint and last survivor life expectancy of the IAR Member and his Beneficiary.
(iii)	Subject to the provisions of Section 10.2(b)(5) with respect to any election described in Section 10.2(b)(3), the Company shall furnish

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certain information, pertinent to such election, to each IAR Member no less than thirty days (unless such thirty-day period is waived by an affirmative election in accordance with applicable Treasury regulations) and no more than ninety days before his Annuity Starting Date. The furnished information shall include an explanation of (1) the terms and conditions of the joint and survivor annuity, (2) the IAR Member’s right to waive the standard joint and survivor annuity and the effect of such election, (3) the rights of the IAR Member’s spouse, if any, (4) the right to revoke such election and the effect of such revocation, (5) a general description of the eligibility conditions and other material features of the alternative forms of benefit available pursuant to Section 10.2(b)(3), and (6) sufficient additional information to explain the relative values of such alternative forms of benefit. The period during which an IAR Member may make or revoke such election shall be the ninety day period ending on such IAR Member’s Annuity Starting Date provided that such Election may also be revoked at any time prior to the expiration of the seven-day period that begins the day after the information required to be furnished to the IAR Member.

(5)	In the event a benefit is subject to payment under the standard joint and survivor annuity form set forth in Section 10.2(b)(1) and such IAR Member elects another form of benefit payment which will not provide his spouse with a lifetime survivor annuity which is at least 50 percent of the amount of the annuity payable during the joint lives of the IAR Member and the spouse, such benefit shall be paid in such form only if such IAR Member’s spouse consents the form and time thereof in writing. Any spousal consent given pursuant to this provision shall acknowledge the effect of such form and time of payment and shall be witnessed by a Plan representative or a notary public, unless a Plan representative finds that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder.
(6)	A Member who is a participant in the Salaried Plan and who has elected to have his benefit under the Salaried Plan distributed in an annuity form may elect to have his entire Plan interest transferred to the Salaried Plan as of the date benefits are payable thereunder to be held and distributed in accordance with the terms thereof.
(c)	Disregard of Rollover Contributions for Valuation of Involuntary Cash Outs. For purposes of this Section 10.2 and Sections 10.3, 10.11, and 11.5(f), with respect to distributions made after December 31, 2002, the value of a Member’s vested interest in his Separate Accounts shall be determined without regard to that portion of such accounts which is attributable to Rollover Contributions (and earnings allocable thereto)

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within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16) of the Code. If the value of a Member’s Separate Accounts as so determined is $5,000 or less, the Member’s entire nonforfeitable account balance (including amounts attributable to such Rollover Contributions) shall be distributed pursuant to Section 10.2(a) or 11.5(f), as applicable.

10.3 Form of Distribution.

Unless the Member or Inactive Member otherwise elects (or is deemed to elect otherwise because the present value of such Member’s nonforfeitable benefit exceeds $5,000 and he fails to consent to a distribution while his benefit is immediately distributable within the meaning of Treasury Regulations), the payment of benefits under the Plan to such Member shall begin no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs:

(i)	The date on which such Member attains age 65;
(ii)	The tenth anniversary of the date on which such Member commenced participation in the Plan; and
(iii)	The date on which such Member terminates service with the Controlled entities.

All single sum distributions shall be made in cash; provided, however, a Member (or, if authorized by the Member, his designated beneficiary or legal representative in the case of a deceased Member), may elect to have the portion of his Accounts that is then invested in the Company Stock Fund distributed in whole shares of Company Stock, with any partial shares to be distributed in cash.

10.4 Limitation on Commencement of Distribution.

Notwithstanding any provision in the Plan to the contrary, all distributions required under this Article X shall be determined and made in accordance with the regulations under Section 401(a)(9) of the Code, including the minimum distribution incidental benefit requirements of Section 1.401(a)(9)-2 of the regulations. Accordingly, the entire interest of a Member or Inactive Member in his Separate Accounts must be distributed, or must begin to be distributed, no later than such Member’s Mandatory Distribution Date. The Mandatory Distribution Date of a Member or Inactive Member shall be determined as follows:

(i)	The Mandatory Distribution Date of such a Member who attains age 70½ on or after January 1, 1988, but prior to January 1, 1999, shall be April 1, 1990, or the first day of April following the calendar year in which such Member attains age 70½, whichever is later.
(ii)	The Mandatory Distribution Date of such a Member who attains age 70½ on or after January 1, 1999, shall be the first day of April of the calendar year following the later of (A) the calendar year in which such Member attains age 70½ or (B) the calendar year in which such Member terminates his employment with the

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	Employer (provided, however, that Clause (B) of this sentence shall not apply in the case of a Member who is a “five-percent Owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains age 70½).
(iii)	The Mandatory Distribution Date of such a Member who has attained age 70½ before January 1, 1988, shall be the first day of April of the calendar year following the calendar year in which the later of such Member’s termination of employment or attainment of age 70½ occurs.
(iv)	The Mandatory Distribution Date of a Member who dies before another Mandatory Distribution Date shall be (A) if payable to other than the Member’s spouse, the last day of the one-year period following the death of such Member or (B) if payable to the Member’s spouse, after the date upon which such Member would have attained age 70-1/2, unless such surviving spouse dies before payments commence, in which case the Mandatory Distribution Date may not be deferred beyond the last day of the one-year period following the death of such surviving spouse.

A Member (other than a Member who is a “five-percent owner” (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains the age 70½) who attains age 70½ in calendar year 1998 or 1999 may elect to defer his Mandatory Disbursement Date until no later than April 1 of the calendar year following the later of (A) the calendar year in which such Member attains the age 70½ or (B) the calendar year in which such Member terminates his employment with the Company, provided, that such election is made by the end of the calendar year in which such Member attains age 70½.

Minimum distributions shall be determined in accordance with Section 10.13.

10.5 Restriction on Alienation.

Except as provided in Sections 401(a)(13)(B) and 414 (p) of the Code relating to qualified domestic relations orders, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process. No person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate, or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

10.6 Payments to Incompetents or Minors.

In the event that it shall be found that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, or is a minor, such amount (unless prior claim therefor shall have been made a duly qualified guardian or other legal representative) may, in the discretion of the Company, be paid to a duly appointed guardian or to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations incurred by or on behalf of such individual. The Trustee shall make such

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payment only upon receipt of written instructions to such effect from the Company. Any such payment shall be charged to the Separate Accounts from which any such payment would otherwise have been paid to the individual found to be a minor or incapable of attending to his financial affairs and shall be a complete discharge or any liability therefor under the Plan.

10.7 Commercial Annuities.

In any case where a benefit payable under the Plan is to be paid in the form of a commercial annuity, a commercial annuity contract shall be purchased and distributed to the Member, Inactive Member, or Beneficiary, as the case may be. Upon the distribution of any such contract, the Plan shall have no further liability with respect to the amount used to purchase the annuity contract and the company issuing such contract shall be solely responsible to the recipient of the contract for the annuity payments thereunder. All certificates for commercial annuity benefits shall be non-transferable, and no benefit thereunder may be sold, assigned, discounted, or pledged. Any commercial annuity purchased under the Plan shall contain such terms and provisions as may be necessary to satisfy the requirements under the Plan.

10.8 Actuarial Equivalency.

With respect to any benefit payment pursuant to the Plan, whichever form of payment is selected, the value of such benefit shall be the actuarial equivalent of the value of the vested balance of the Separate Accounts to which the particular Member, Inactive Member, or Beneficiary, as the case may be, is entitled.

10.9 Eligible Rollover Distributions.

Each Member and Beneficiary who receives an Eligible Rollover Distribution may elect in the time and in a manner prescribed by the Company to have all or any portion of such Eligible Rollover Distribution transferred to an Eligible Retirement Plan; provided, however, that only one such transfer may be made with respect to an Eligible Rollover distribution to an Eligible Retirement Plan. Notwithstanding the foregoing, the Member may elect, after receiving the notice required under Section 402(f) of the Code, to receive such Eligible Rollover Distribution prior to the expiration of the 30-day period beginning on the date such Member is issued such notice; provided that the Member or Beneficiary is permitted to consider his decision for at least 30 days and is advised of such right in writing.

10.10 Transfer to Cooper Cameron Salaried Plan.

In accordance with procedures established by the Company, any Member (other than an IAR Member) who is a participant in the Salaried Plan and who wishes to receive distribution of the vested balance of his Separate Accounts in the form of an annuity, may elect to transfer such balance to the Salaried Plan as of his benefit commencement date to be held and distributed in accordance with the terms thereof.

10.11 Deferral of Payments.

Subject to the provisions of Section 10.4, but notwithstanding the provisions of any other Section of the Plan to the contrary, a Member whose Plan interest is determined to have a present value

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of $5,000 or more shall not receive payment of such interest prior to the later of normal retirement age or age 62, unless consented to by the Member in writing.

10.12 Lost or Missing Members or Beneficiaries.

In the case of a benefit payable on behalf of a Member, if the Company is unable to locate the Member or beneficiary to whom such benefit is payable, upon the Company’s determination thereof, such benefit shall be forfeited. Notwithstanding the foregoing, if subsequent to any such forfeiture the Member or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored to the Plan in the manner provided in Section 7.3.

10.13 Minimum Distribution Requirements.

(a)	The provisions of this Section 10.13 will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 Distribution Calendar Year.
(b)	The requirements of this Section 10.13 will take precedence over any inconsistent provisions of the Plan.
(c)	All distributions required under this Section 10.13 will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.
(d)	Notwithstanding the other provisions of this Section 10.13, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.
(e)	The Member’s entire interest will be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date. If the Member dies before distributions begin, the Member’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(1)	If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70½, if later.
(2)	If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.
(3)	If there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

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(4) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to the surviving spouse begin, this Paragraph (disregarding item (1) above), will apply as if the surviving spouse were the Member.

For purposes of this Paragraph (e) and Paragraph (g) below, unless item (4) above applies, distributions are considered to begin on the Member’s Required Beginning Date. If item (4) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under item (1) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving spouse before the date distributions are required to begin to the surviving spouse under item (1) above), the date distributions are considered to begin is the date distributions actually commence. Unless the Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Paragraphs (f) and (g) of this Section 10.13, whichever is applicable. If the Member’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

(f) During the Member’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

(1)

the quotient obtained by dividing the Member’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

(2)

if the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the Member’s spouse, the quotient obtained by dividing the Member’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s and spouse’s attained ages as of the Member’s and spouse’s birthdays in the Distribution Calendar Year.

Required minimum distributions will be determined under this Paragraph (f) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

(g) If the Member dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each

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Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the longer of the remaining Life Expectancy of the Member or the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as follows:

(1)	The Member’s remaining Life Expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.
(2)	If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Member’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.
(3)	If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Designated Beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent year.

If the Member dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(h) If the Member dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as provided in item (1), (2) or (3) of Paragraph (g), whichever is applicable. If the Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death. If the Member dies before the date distributions begin, the Member’s surviving spouse is the Member’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under item (1) of Paragraph (e), this Paragraph (h) will apply as if the surviving spouse were the Member. Notwithstanding the foregoing, if the Member dies before distributions begin and

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there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Paragraph (e) above but the Member’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Member’s death. If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to either the Member or the surviving spouse begin, this Paragraph will apply as if the surviving spouse were the Member.

(i)

For purposes of this Section 10.13, the following terms and phrases shall have these respective meanings:

(1)	Designated Beneficiary: The individual who is designated as a Member’s beneficiary under Section 11.1 of the Plan and is a Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.
(2)	Distribution Calendar Year: A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Paragraph (e). The required minimum distribution for the Member’s first Distribution Calendar Year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.
(3)	Life Expectancy. Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.
(4)	Member’s Account Balance. The balance in a Member’s Accounts as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Member’s Accounts as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. A Member’s Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.
(5)	Requiring Beginning Date. With respect to a Member or beneficiary, the date described in Section 10.4 of the Plan.

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ARTICLE XI
BENEFICIARIES AND DEATH BENEFITS

11.1 Designation of Beneficiary.

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest under the Plan, the spouse, if any, of such Member shall be his Beneficiary and receive distribution of his remaining interest in accordance with the provisions of Section 11.4; provided, however, that a Member or Inactive Member, may designate a person or persons other than his spouse as his Beneficiary if the requirements of Section 11.3 are met.

11.2 Beneficiary in the Absence of Designated Beneficiary.

If a Member or Inactive Member who dies does not have a surviving spouse and if no Beneficiary has been designated pursuant to the provisions of Section 11.1, or if no Beneficiary survives such Member, then the Beneficiary shall be the estate of such Member. If any Beneficiary designated pursuant to Section 11.1 dies after becoming entitled to receive distribution hereunder and before such distributions are made in full, and if no other person or persons have been designated to receive the balance of such distributions upon the happening of such contingency, the estate of such deceased Beneficiary shall become the Beneficiary as to such balance.

11.3 Spousal Consent to Beneficiary Designation.

An election to designate a Beneficiary other than the spouse of such Member or Inactive Member shall not be effective unless (A) such spouse has consented thereto in writing and such consent (i) acknowledges the effect of such election, (ii) either consents to the specific designated beneficiary (which designation may not be subsequently changed by the Member or Inactive Member without spousal consent) or expressly permits such designation by the Member or Inactive Member without the requirement of further consent by the spouse, and (iii) is witnessed by a Plan representative (other than the Member, or Inactive Member, as applicable) or a notary public, or (B) the consent of such spouse cannot be obtained because the spouse cannot be located or because of other circumstances described by applicable Treasury regulations. Any such consent by such spouse shall be irrevocable.

11.4 Death Benefits from Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest in the Plan, the Beneficiary of such Member shall receive distribution of such Member’s remaining interest in his Basic, Supplemental, Matching, Profit Sharing, and Rollover/Transfer Accounts in a single sum to such Member’s Beneficiary, unless such Beneficiary elects to receive such interest with his IAR Account interest, if any, in the form of a single life annuity.

11.5 Death Benefits from IAR Accounts.

(a) The interest in the IAR Account of any deceased IAR Member or Inactive Member whose surviving spouse is his Beneficiary shall be a survivor annuity.

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	Such survivor annuity shall be a commercial annuity which is payable for the life of such surviving spouse.
(b)	Any Member or Inactive Member who would otherwise have his death benefit from his IAR Account paid in the form of a survivor annuity payable to his surviving spouse may elect not to have his benefit paid in such form by electing to receive such death benefit in a single sum or by designating a person other than his spouse as his Beneficiary. Any election may be revoked and subsequent elections may be made or revoked at any time prior to the death of the Member or Inactive Member.
(c)	Paragraph (b) above to the contrary notwithstanding, an election not to have the death benefit paid in the form of a survivor annuity payable to the surviving spouse may be made before the first day of the Plan Year in which a Member or Inactive Member attains the age of thirty-five only (A) after the Member or Inactive Member separated from service and only with respect to benefits accrued under the Plan before the date of such separation or (B) in the case of a Member who has not separated from service, if the Member has been furnished the information in Paragraph (c) below, with such election to become invalid upon the first day of the Plan Year in which the Member attains the age of thirty-five, whereupon a new election may be made by such Member.
(d)	The Company shall furnish certain information, pertinent to the Paragraph (b) election to each Member within the period beginning with the first day of the Plan Year in which he attains the age of thirty-two (but not earlier than the date such Member begins participation in the Plan) and ending with the later of (1) the last day of the Plan Year preceding the Plan Year in which the Member attains the age of thirty-five, or (2) a reasonable time after the Employee becomes a Member. If a Member separated from service before attaining the age of thirty-five, such information shall be furnished to such Member within the period beginning one year before the Member separates from service and ending one year after such separation. Such information shall also be furnished to a Member who has not attained the age of thrifty-five or terminated employment, within a reasonable time after written request by such Member. The furnished information shall include an explanation of (1) the terms and conditions of the survivor annuity, (2) the Member’s right to elect to waive the survivor annuity and the effect of such election, (3) the rights of the Member’s surviving spouse, (4) the right to revoke such election and the effect of such revocation, (5) a general description of the eligibility conditions and other material features of the alternative forms of benefit available pursuant to Paragraph (f) below, and (6) sufficient additional information to explain the relative value of such alternative forms of benefit.
(e)	For purposes of this Section 11.5 the IAR Account death benefit of a deceased Member or Inactive Member who is not survived by his spouse or who has elected not to have his IAR Account death benefit paid in the survivor annuity form set forth in Section 11.5(a) shall be paid to his Beneficiary in one of the following alternative forms to be selected by such Member or Inactive Member

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(or his Beneficiary if authorized by such Member or Inactive Member) or, in the absence of such selection, in a single sum payment; provided, however, that the period and the methods of payment of any such form shall be in compliance with the provisions of section 401(a)(9) of the Code and applicable Treasury regulations thereunder:

(i)	A single lump payment; or
(ii)	A commercial annuity in the form of a single life annuity.

(f) Notwithstanding any other provisions of the Plan to the contrary, payment of a survivor annuity pursuant to this Section 11.5 shall not be made without the consent of the surviving spouse prior to the time the deceased Member or Inactive Member would have attained Retirement Age except that if the entire interest payable hereunder to a Beneficiary is $5,000 or less, such interest shall be paid in a single lump-sum payment form within a reasonable period of time after the death of the Member or Inactive Member.

11.6 Commencement of Death Benefits.

A survivor benefit shall be paid to the surviving spouse of a deceased Member or deceased former Member upon termination of employment thereafter regardless of the age at which such Member’s death occurs, and shall be payable monthly thereafter during the life of the surviving spouse, the last payment being for the month in which the death of the surviving spouse occurs. Notwithstanding the foregoing, in no event shall a survivor benefit be paid to the surviving spouse of a deceased Member or deceased former Member prior to the later of the date on which such deceased Member or deceased former Member would have attained normal retirement age or age 62, unless such surviving spouse consents thereto not more than 90 days before the annuity starting date of such survivor benefit. In the event of the death of the surviving spouse prior to the commencement of the payment of the survivor benefit, no survivor benefit shall be payable pursuant to the provisions of this Article XI with respect to such deceased Member or deceased former Member.

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ARTICLE XII
ADMINISTRATION

12.1 Plan Administrator.

For purposes of ERISA, the Company shall be the Plan Administrator and, as such, shall be responsible for the compliance of the Plan with the reporting and disclosure provisions of ERISA.

12.2 Authority of the Company.

The Company shall have all the powers and authority expressly conferred upon it herein and, further, shall have the sole right to interpret and construe the Plan, and to determine any disputes arising thereunder, subject to the provisions of Section 7.9. In exercising such powers and authority, the Company at all times shall exercise good faith, apply standards of uniform application, and refrain from arbitrary action. Any decision of the Company in such exercise of its powers, authorities and duties shall be final and binding upon all affected parties. The Company may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder. The Company shall be a “named fiduciary” as that term is defined in Section 402(a)(2) of ERISA. The Company may:

(a)	allocate any of the powers, authorities, or responsibilities for the operation and administration of the Plan, which are retained by it or granted to it by this Article XII, to the Trustee; and
(b)	designate a person or persons other than itself to carry out any of such powers, authorities, or responsibilities;

provided, however, that no powers, authorities, or responsibilities of the Trustee shall be subject to the provisions of paragraph (b) of this Section 12.2; and provided further, that no allocation or delegation by the Company of any of its powers, authorities, or responsibilities to the Trustee shall become effective unless such allocation or delegation first shall be accepted by the Trustee in a writing signed by it and delivered to the Company.

12.3 Action of the Company.

Any act authorized, permitted, or required to be taken by the Company under the Plan, which has not been delegated in accordance with Section 12.2, may be taken by a majority of the members of the Board of Directors of the Company, either by vote at a meeting, or in writing without a meeting. All notices, advices, directions, certifications, approvals, and instructions required or authorized to be given by the Company under the Plan shall be in writing and signed by either (i) a majority of the members of the Board of Directors of the Company, or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) a person who becomes authorized to act for the Company in accordance with the provisions of paragraph (b) of Section 12.2. Subject to the provisions of Section 12.4, any action taken by the Company which is authorized, permitted, or required under the Plan shall be final and binding upon the Company

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and the Trustees, all persons who have or who claim an interest under the Plan, and all third parties dealing with any Trustee or the Company.

12.4 Claims Review Procedure.

Claims for Plan benefits and reviews of Plan benefit claims which have been denied or modified will be processed in accordance with the written Plan claims procedures established by the Cooper Cameron Corporation Plans Administration Committee, which procedures are hereby incorporated by reference as a part of the Plan and may be amended from time to time by such committee.

12.5 Qualified Domestic Relations Orders.

Except as otherwise provided with respect to “qualified domestic relations orders” and certain judgments and settlements pursuant to section 206(d) of the Act and sections 401(a)(13) and 414(p) of the Code, and, except as otherwise provided under other applicable law, no right or interest of any kind in any benefit shall be transferable or assignable by any Member or any beneficiary or be subject to anticipation, adjustment, alienation, encumbrance, garnishment, attachment, execution, or levy of any kind. Plan provisions to the contrary notwithstanding, the Company shall comply with the terms and provisions of any “qualified domestic relations order,” including an order that requires distributions to an alternate payee prior to a Member’s “earliest retirement age” as such term is defined in section 206(d)(3)(E)(ii) of the Act and section 414(p)(4)(B) of the Code, and shall establish appropriate procedures to effect the same.

12.6 Indemnification.

In addition to whatever rights of indemnification the members of the Board of Directors of the Company, or any other person or persons (other than the Trustees) to whom any power, authority, or responsibility of the Company is allocated or delegated pursuant to paragraph (b) of Section 12.2, may be entitled under the articles of incorporation, regulations, or bylaws of the Company, under any provision of law, or under any other agreement, the Company shall satisfy such liability actually and reasonably incurred by any such member or such other person or persons, including expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement, in connection with any threatened, pending, or completed action, suit, or proceeding which is related to the exercise, or failure to exercise, by such member or such other person or persons of any of the powers, authorities, responsibilities, or discretion of the Company as provided under the Plan and the Trust Agreement, or reasonably believed by such member or such other person or persons to be provided thereunder, and any action taken by such member or such other person or persons in connection therewith.

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ARTICLE XIII
AMENDMENT AND TERMINATION

13.1 Amendment.

Subject to the provisions of Section 13.2, the Company may at any time and from time to time, amend the Plan.

13.2 Limitation of Amendment.

The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Member, Inactive Member, Beneficiary, or person claiming under or through any one or more of them pursuant to the Plan; provided, however, that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan and Trust. Moreover, no amendment shall be made hereunder which shall permit any part of the Trust property to revert to any Employer or be used for or be diverted to purposes other than the exclusive benefit of Members, Inactive Members, Beneficiaries, and persons claiming under or through them pursuant to the Plan.

13.3 Termination.

The Company reserves the right, by action of its Board of Directors, to terminate the Plan as to all Employers at any time. The Plan shall terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers. In the event of the termination of the Plan, written notice thereof shall be given to all Members and Beneficiaries having an interest under the Plan, and to the Trustee. Upon any such termination of the Plan, the Trustee and the Company shall take the following actions for the benefit of Members and Beneficiaries:

(a)

As of the termination date, the Trustee shall value the Funds hereunder and the Company shall adjust all accounts accordingly. The termination date shall become a Valuation Date. In determining the net worth of the Funds hereunder, the Trustee shall include as a liability such amounts as in its judgment shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the Trust property, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.

(b)

The Trustee, upon instructions from the Company, shall then segregate and distribute an amount equal to the entire interest of each Member, Inactive Member, and Beneficiary in the Funds to or for the benefit of each Member, Inactive Member, or Beneficiary in accordance with the provisions of Sections 10.2 and 10.3.

Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination or discontinuance of contributions by the Employers, the interest of each Member, Inactive Member, and Beneficiary shall become fully vested and nonforfeitable; and, if there is a partial termination of the Plan, the interest of each Member, Inactive Member, and Beneficiary who is affected by such partial termination shall become fully vested and nonforfeitable.

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13.4 Withdrawal of an Employer.

An Employer other than the Company may, by action of its Board of Directors, withdraw from the Plan, such withdrawal to be effective upon notice in writing to the Company (the effective date of such withdrawal being hereinafter referred to as the “withdrawal date”), and shall thereupon cease to be an Employer for all purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete discontinuance of contributions, or in the event it ceases to be a Subsidiary.

13.5 Corporate Reorganization.

The merger, consolidation, or liquidation of the Company or any Employer with or into the Company or any other Employer shall not constitute a termination of the Plan as to the Company or such Employer.

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ARTICLE XIV
ADOPTION BY SUBSIDIARIES: EXTENSION
TO NEW BUSINESS OPERATIONS

Any Subsidiary of the Company which at the time is not an Employer may, with the consent of the Cooper Cameron Corporation Plans Administration Committee, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed pursuant to the authority of its Board of Directors and to be filed with the Company.

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ARTICLE XV
MISCELLANEOUS PROVISIONS

15.1 No Commitment as to Employment.

Nothing herein contained shall be construed as a commitment or agreement upon the part of any Employee hereunder to continue his employment with an Employer, and nothing herein contained shall be construed as a commitment on the part of any Employer to continue the employment or rate of compensation of any Employee hereunder for any period.

15.2 Benefits.

Nothing in the Plan shall be construed to confer any right or claim upon any person other than the parties hereto, Members and Beneficiaries.

15.3 No Guarantees.

Neither any Employer, including the Company, nor the Trustee guarantees the Trust from loss or depreciation, nor the payment of any amount which may become due to any person hereunder. All benefits payable under the Plan shall be paid or provided for solely from the Plan assets and neither the Company nor the Trustee assumes any liability or responsibility for the adequacy thereof.

15.4 Exclusive Benefit.

No part of the Plan assets shall be used for any purpose other than the exclusive purpose of providing benefits which Members and Beneficiaries are entitled to under the Plan, and for the purpose of defraying the reasonable expenses of administering the Plan.

15.5 Duty to Furnish Information.

Each of the Employers, the Company, or the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that any other reasonably deems necessary to perform its duties imposed hereunder or otherwise imposed by law.

15.6 Merger, Consolidation, or Transfer of Plan Assets.

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Member, Inactive Member, and Beneficiary in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).

15.7 Return of Contributions to Employers.

Notwithstanding any other provision of the Plan to the contrary, Basic, Matching and Company Retirement Contributions are contingent upon the deductibility of such contributions under

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Section 404 of the Code. In the event a Basic, Matching or Company Retirement Contribution (or any portion thereof) is made under a mistake of fact, such a contribution shall be returned to the Employers within one year after the payment of the contribution. Since Basic, Matching, and Company Retirement Contribution (or any portion thereof) are conditioned upon the deductibility of the contribution under Section 404 of the Code as set forth above, in the event such deduction is disallowed, any such contribution shall be returned to the Employers within one year after the disallowance of the deduction.

15.8 Addenda.

In the event that it is deemed necessary to accommodate any transition of coverage under other benefit plans to coverage under the Plan with respect to certain groups of Employees, an Addendum setting forth special overriding provisions applicable to such Employees may be added to the Plan. Each Addendum shall for all purposes constitute a part of the Plan and in the event of conflict with any other provision of the Plan, shall control. The provisions of the Plan, together with the provisions specified in each Addendum shall constitute the terms of the Plan applicable to the Employees employed at the location or facility specified in the Addendum.

15.9 Validity of Agreement.

Except as provided under federal law, the provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Texas.

15.10 Uniformed Services Employment and Reemployment Rights Act Requirements.

Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code.

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ARTICLE XVI
SECTION 415 LIMITATIONS

16.1 Application.

The provisions set forth in this Article XVI are intended solely to comply with the requirements of Section 415 of the Code, as amended, and shall be interpreted, applied, and if and to the extent necessary, deemed modified without further formal language so as to satisfy solely the minimum requirements of said Section. For such purposes, the limitations of Section 415 of the Code, as amended, are hereby incorporated by reference and made part hereof as though fully set forth herein, but shall be applied only to particular Plan benefits in accordance with the provisions of this Article XVI, to the extent such provisions are not consistent with Section 415 of the Code. If there is any discrepancy between the provisions in this Article XVI and the provisions of Section 415 of the Code, such discrepancy shall be resolved in such a way as to give full effect to the provisions of Section 415 of the Code.

16.2 Section 415 Definitions.

For purposes of this Article XVI, the following terms and phrases shall have these respective meanings:

(a)

“Annual Additions” of a Member for any Limitation Year shall mean the total of (A) the Basic Contributions, Matching Contributions, Company Retirement Contributions and forfeitures, if any, allocated to such Member’s Separate Accounts for such year, (B) Member’s contributions, if any, (excluding any Rollover Contributions) for such year, and (C) amounts referred to in Sections 415(l)(1) and 419A(d)(2) of the Code. The Annual Additions of a Member for any Limitation Year shall not include Member catch-up contributions made pursuant to Section 3.6 and Section 414(v) of the Code.

(b)

“415 Compensation” shall mean the total of all amounts paid by the Employer to or for the benefit of a Member for services rendered or labor performed for the Employer which are required to be reported on the Member’s federal income tax withholding statement or statements (Form W-2 or its subsequent equivalent), subject to the following adjustments and limitations:

(1) The following shall be included:

(A)	From and after December 31, 1998, elective deferrals (as defined in Section 402(g)(3) of the Code) from compensation to be paid by the Employer to the Member;
(B)	Any amount which is contributed or deferred by the Employer at the election of the Member and which is not includible in the gross income of the Member by reason of Section 125 or 457 of the Code; and

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(C) Any amounts that are not includable in the gross income of a Member under a salary reduction agreement by reason of the application of Section 132(f) of the Code.

(2) The 415 Compensation of any Member taken into account for purposes of the Plan shall be limited to $200,000 for any Plan Year with such limitation to be:

(A)	Adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code; and
(B)	Prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.

(c)

“Limitation Year” shall mean the calendar year.

(d)

“Maximum Annual Additions” of a Member for any Limitation Year shall mean the lesser of (a) $40,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code) or (B) 100% of such Member’s 415 Compensation during such Limitation Year, except that the limitation in this Clause (B) shall not apply to any contribution for medical benefits (within the meaning of Section 419A(f)(2) of the Code) after separation from service with the Employer or a Controlled Entity that is otherwise treated as an Annual Addition or to any amount otherwise treated as an Annual Addition under Section 415(l)(1) of the Code.

16.3 Limitations and Corrections.

Contrary Plan provisions notwithstanding, in no event shall the Annual Additions credited to a Member’s Separate Accounts for any Limitation Year exceed the Maximum Annual Additions for such Member’s for such year. If as a result of allocation of forfeitures, a reasonable error in estimating a Member’s compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Section 402(g)(3) of the Code) that may be made with respect to any individual under the limits of Section 415 of the Code, or because of other limited facts and circumstances, the Annual Additions that would be credited to a Member’s Separate Accounts for a Limitation Year would nonetheless exceed the Maximum Annual Additions for such Member for such year, the excess Annual Additions which, but for this Article XVI, would have been allocated to such Member’s Separate Accounts shall be disposed of as follows:

(a)	First, any such excess Annual Additions in the form of Basic Contributions on behalf of such Member that would not have been considered in determining the amount of Matching Contributions shall be distributed to such Member, adjusted for income or loss allocated thereto;
(b)	Next, any such excess Annual Additions in the form of Basic Contributions on behalf of such Member that would have been considered in determining the amount of Matching Contributions shall be distributed to such Member, adjusted

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	for income or loss allocated thereto, and the Matching Contributions that would have been allocated to such Member’s Separate Account based upon such distributed Basic Contributions shall be treated as a forfeiture; and
(c)	Finally, any such excess Annual Additions in the form of Company Retirement Contributions, to the extent such amounts would otherwise have been allocated to such Member’s Separate Account, shall be treated as a forfeiture.

16.4 Multiple Plans.

For purposes of determining whether the Annual Additions under this Plan exceed the limitations herein provided, all defined contribution plans of the Employer are to be treated as one defined contribution plan. In addition, all defined contribution plans of Controlled Entities shall be aggregated for this purpose. For purposes of this Article XVI only, a “Controlled Entity” (other than an affiliated service group member within the meaning of Section 414(m) of the Code) shall be determined by application of a more than 50% control standard in lieu of an 80% control standard. If the Annual Additions credited to a Member’s Separate Accounts for any Limitation Year under this Plan plus the additions credited on his behalf under other defined contribution plans required to be aggregated pursuant to this Section would exceed the Maximum Annual Additions for such Member for such Limitation Year, the Annual Additions under this Plan and the additions under such other plans shall be reduced on a pro rata basis and allocated, reallocated, or returned in accordance with applicable plan provisions regarding Annual Additions in excess of Maximum Annual Additions.

16.5 Contribution Adjustments.

If the limitations set forth in this Article XVI would not otherwise be met for any Limitation Year, the Basic Contributions elections of affected Members may be reduced by the Employer on a temporary and prospective basis in such manner as the Employer shall determine.

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ARTICLE XVII
TOP-HEAVY PLAN RULES

17.1 Application.

For any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section 2), the provisions set forth in this Article XVII shall be applied in accordance with Section 416 of the Code.

17.2 Top-Heavy Definitions.

The following definitions shall be applicable to this Article XVII:

(a)	The term “Compensation” shall mean 415 Compensation, as defined in Section 17.2(b).
(b)	The term “Determination Date” shall mean for any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year and for the first Plan Year of the Plan, the last day of that Year.
(c)	The term “Employer” shall mean the Company and each Controlled Entity.
(d)	The term “Key Employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.
(e)	The term “Permissive Aggregation Group” shall mean the Required Aggregation Group of plans plus any other plan or plans of the Employer which, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Section 401(a)(4) and 410 of the Code.
(f)	The term “Present Value” shall mean for purposes of computing present value calculations in determining the Top-Heavy Ratio, present value calculations based on the actuarial assumptions as stated in the applicable plan.
(g)	The term “Required Aggregation Group” shall mean (a) each tax qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the plan terminated), and (b) any other tax qualified plan of the Employer which enables a

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	plan described in clause (a) to meet the requirements of Section 401(a)(4) or 410 of the Code.
(h)	The term “Super Top-Heavy Group” with respect to a particular Plan Year shall mean a Required or Permissive Aggregation Group that, as of the Determination Date, would qualify as a Top-Heavy Group under the definition in Paragraph (j) of this Article XVII with “90 percent” substituted for “60 percent” each place where “60 percent” appears in such definition.
(i)	The term “Super Top-Heavy Plan” with respect to a particular Plan Year shall mean a plan that, as of the Determination Date, would qualify as a Top-Heavy Plan under the definition in Paragraph (k) of this Article XVII with “90 percent” substituted for “60 percent” each place where “60 percent” appears in such definition. A plan is also a “Super Top-Heavy Plan” if it is part of a Super Top-Heavy Group.
(j)	The term “Top-Heavy Group” with respect to a particular Plan Year shall mean a Required or Permissive Aggregation Group if the sum, as of the Determination Date, of the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in such group and the aggregate of the account balances of Key Employees under all defined contribution plans included in such group exceeds 60 percent of a similar sum determined for all employees covered by the plans included in such group.
(k)	The term “Top-Heavy Plan” for any Plan Year beginning after December 31, 1983, the Plan shall be a Top-Heavy Plan if any of the following conditions exist:

(i)	If the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is not part of any Required Aggregation Group or Permissive Aggregation Group of plans.
(ii)	If the Plan is a part of a Required Aggregation Group of plans but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds 60 percent.
(iii)	If the Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60 percent.

(l) The term “Top-Heavy Ratio” shall mean:

(i) While the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer has not maintained any defined benefit plan which during the 5-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-Heavy Ratio for the Plan alone or for the Required or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the

-61-

	Determination Date(s) (including any part of any account balance distributed during a one-year period (or, in the case of a distribution made for a reason other than separation from service, death or disability, a five-year period) ending on the Determination Date(s)) and including distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code, and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the one-year period (or, in the case of a distribution made for a reason other than separation from service, death or disability, a five-year period) ending on the Determination Date(s)) and including distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code, both computed in accordance with Section 416 of the Code. Both the numerator and denominator of the Top-Heavy Ratio are adjusted to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Section 416 of the Code.
(ii)	While the Employer maintains one or more defined contribution plans (including any simplified employee pension plans) and the Employer maintains or has maintained one or more defined benefit plans which during the 5-year period ending on the Determination Date(s) has or has had any accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of account balances under the aggregated defined contribution plan or plans for all Key Employees, determined in accordance with Subparagraph (i) above, and the present value of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all participants, determined in accordance with Subparagraph (i) above, and the present value of accrued benefits under the defined benefit plan or plans for all participants as of the Determination Date(s), all determined in accordance with Section 416 of the Code. The accrued benefits under a defined benefit plan in both the numerator and denominator of the Top-Heavy Ratio are adjusted for any distribution of an accrued benefit made in the five-year period ending on the Determination Date.
(iii)	For purposes of subparagraphs (i) and (ii) above, the value of account balances and the present value of accrued benefits will be determined as of the most recent valuation date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Section 416 of the Code for the first and second plan years of a defined benefit plan. Notwithstanding the foregoing, the account balances and accrued benefits of individuals who have not performed services for the

-62-

Employer or any Controlled Entity at any time during the one-year period ending on the applicable Determination Date shall not be considered. The calculation of the Top-Heavy Ratio, and the extent to which distributions, rollovers and transfers are taken into account will be made in accordance with Section 416 of the Code. Deductible employee contributions shall not be taken into account for purposes of computing the Top-Heavy Ratio. When aggregating plans the value of account balances and accrued benefits will be calculated with reference to the Determination Date that falls within the same calendar year.

(m)	The term “Valuation Date” shall mean for purposes of computing the Top-Heavy Ratio, the Determination Date.
(n)	The term “Non-Key Employee” shall mean any Employee who is not a Key Employee.

17.3 Top-Heavy Minimum Allocation Rules.

The following Top-Heavy Plan minimum allocation rules shall apply:

(a)	Except as otherwise provided in Paragraphs (b) and (c) below, the Employer contributions and forfeitures allocated on behalf of any Member who is not a Key Employee shall be the lesser of three percent of the non-Key Employee’s compensation or in the case where the Employer has no defined benefit plan which designates the Plan to satisfy Section 401 of the Code, the largest percentage of the first $150,000 of the Key Employee’s compensation, allocated on behalf of any Key Employee for the Plan Year. Basic Contributions cannot be used to satisfy the minimum Section 416 contributions for non-key employees. Further, in making the determination of the percentage at which contributions are made for the Key Employee with the highest percentage, Basic Contributions on behalf of Key Employees are taken into account. Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of this Section 17.3(a) and Section 416(c)(2) of the Code. The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution shall be met in another plan, such other plan. Matching Contributions that are used to satisfy the minimum contribution requirements of this Section 17.3(a) shall be treated as matching contributions for purposes of the actual contribution percentage test described in Section 4.3 and other requirements of Section 401(m) of the Code.
(b)	The provisions in Paragraph (a) shall not apply to any Member who is not actively employed as an Eligible Employee by the Employer on the last day of the Plan Year for which the minimum allocation is to be made.
(c)	The provisions in Paragraph (a) shall not apply to any Member to the extent the Member is covered under any other plan or plans of the Employer, and by the terms of such plan or plans it is provided that the minimum allocation or benefit

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requirements applicable to Top-Heavy Plans shall be met in such other plan or plans. If such other plan is, or if one of such other plans is, a defined benefit plan maintained by the Employer, and such plan is a Top-Heavy Plan, the minimum benefit requirements applicable to Top-Heavy Plans shall be met under such defined benefit plan as provided therein, to the extent such benefit can be provided under such plan or plans. If such other plan is, or if one of such other plans is, a defined contribution plan maintained by the Employer, and such plan is a Top-Heavy Plan, the minimum allocation requirements shall be met under such plan, except as may be otherwise provided in such other plan. The application and administration of the minimum allocation or benefit requirements for Top-Heavy Plans shall be satisfied in a manner so as to only satisfy the minimum allocation/benefit requirements as permissible and so as to avoid any duplication of minimum allocation/benefits for non-Key Employees, as provided under Section 416 of the Code. Specifically, if any Member in this Plan is a Member in the Cooper Cameron Corporation Retirement Plan, the minimum contribution required under this Article XVII shall be satisfied by applying the rules of this Section 17.3 to such plan. Further, the top heavy requirements of Section 416 of the Code and this Article XVII of the Plan shall not apply in any year beginning after December 31, 2001, in which the Plan consists solely of a cash or deferred arrangement which meets the requirement of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met.

17.4 Top-Heavy Compensation Limitation.

The annual compensation of any Member to be taken into account under the Plan during any Plan Year in which the Plan is determined to be a Top-Heavy Plan shall not exceed $150,000 (or such adjusted amount determined by the Secretary of the Treasury pursuant to Section 416(d)(2) of the Code).

17.5 Top-Heavy Vesting Provisions.

In the event that the Plan is determined to be a Top-Heavy Plan with respect to any Plan Year, a Member who is eligible to receive the vested interest of his IAR Account and/or Profit Sharing Account (as applicable) in accordance with the provisions of Section 7.2 shall be vested in a portion of IAR Account which shall be no less than it would be under following vesting schedule:

Years of Service	Vested Percentage
Less than two years	0%
Two but less than three years	20%
Three but less than four years	40%
Four but less than five years	60%
Five years	100%

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17.6 Top-Heavy Plan/Benefit Limitations.

In any Plan Year in which the Plan is a Top-Heavy Plan, the denominators of the defined benefit fraction and the defined contribution fraction (as such terms are used in applying the benefit limitation provisions of Section 415 of the Code) shall be computed using 100 percent of the dollar limitation instead of 125 percent.

[Signature Page to Follow]

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     Executed this 28 day of April, 2003, effective for all purposes as provided above.

COOPER CAMERON CORPORATION
By:	/s/ Jane L. Crowden
Name:	Jane L. Crowden
Title:	VP, Human Resources

ADDENDA

TABLE OF CONTENTS

Addendum	Page
Cameron Division Plant in Liberty, TX	AD-3
Cameron Division Plant in Patterson, LA	AD-4
Cooper Cameron Valves Plant in Ville Platte, LA	AD-5
Cooper Energy Services Division Plant in Houston, TX (Texcentric)	AD-6
Cameron Division Plant in Oklahoma City, OK (Demco)	AD-7
Wheeling Machine Products Division Facility in Pine Bluff, AR	AD-9
Cooper Cameron Valves Division Plant in Little Rock, AR	AD-10
Cooper Energy Services Division Plant at Ponca City, OK (Nickles)	AD-12

AD-1

GEOGRAPHICAL INDEX TO ADDENDA

Location	Page
Houston, TX Cooper Energy Services Division Plant in Houston, TX (Texcentric)	AD-6
Liberty, TX Cameron Division Plant in Liberty, TX	AD-3
Little Rock, AR Cooper Cameron Valves Division Plant in Little Rock, AR	AD-10
Oklahoma City, OK Cameron Division Plant in Oklahoma City, OK (Demco)	AD-7
Patterson, LA Cameron Division Plant in Patterson, LA	AD-4
Pine Bluff, AR Wheeling Machine Division Facility Company in Pine Bluff, AR	AD-9
Ponca City, OK Cooper Energy Services Division Plant in Ponca City, OK (Nickles)	AD-12
Ville Platte, LA Cooper Cameron Valves Plant in Ville Platte, LA	AD-5

AD-2

COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF
CAMERON DIVISION PLANT AT LIBERTY, TEXAS

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Liberty, Texas plant at the Cameron Division of the Company.

     A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Cameron Salaried and Non-Bargaining Hourly Employees’ Retirement Plan and then to the Plan. Such separate subaccount shall be 100% vested in such Member.

AD-3

COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF
CAMERON DIVISION PLANT AT PATTERSON, LOUISIANA

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Patterson, Louisiana plant at the Cameron Division of the Company.

     A. SECTION 3.6 — COMPANY RETIREMENT CONTRIBUTIONS:

     In addition to the Company Retirement Contribution otherwise set forth in Section 3.6, the Company shall make the additional monthly Company Retirement Contribution set forth below with respect to the following Members:

		Monthly Additional
		Company Retirement
Member	SSN	Contribution
1. Crouch, Anthony J.	###-##-####	$72.31
2. Gant, Charles	###-##-####	72.97
3. Riley, Ronald	###-##-####	86.56
4. Trahen, Wilfred	###-##-####	71.61

     B. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Cameron Salaried and Non-Bargaining Hourly Employees’ Retirement Plan and then to the Plan. Such separate subaccount shall be 100% vested in such Member.

AD-4

COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF COOPER CAMERON VALVES PLANT
IN VILLE PLATTE, LOUISIANA

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Ville Platte, Louisiana plant of the Cooper Cameron Valves Division of the Company.

     A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Cameron Salaried and Non-Bargaining Hourly Employees’ Retirement Plan and then to the Plan. Such separate subaccount shall be 100% vested in such Member.

AD-5

COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF THE COOPER ENERGY SERVICES
DIVISION AT THE HOUSTON, TEXAS PLANT
(TEXCENTRIC)

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Houston, Texas plant at the Cooper Energy Services Division (formerly Texcentric) of the Company.

     A. SECTION 3.6 — COMPANY RETIREMENT CONTRIBUTIONS:

     In addition to the Company Retirement Contribution otherwise set forth in Section 3.6, the Company shall make the additional monthly Company Retirement Contribution set forth below with respect to the following Members:

		Monthly Additional
		Company Retirement
Member	SSN	Contribution
1. Lee, Willie A.	###-##-####	$130.00
2. Kor, Jack	###-##-####	$54.00
3. Shuck, Roger	###-##-####	$25.00
4. Cunningham, George	###-##-####	$75.00

AD-6

COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF
CAMERON DIVISION PLANT AT OKLAHOMA CITY, OKLAHOMA
(DEMCO)

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Oklahoma City, Oklahoma facility of the Cameron Division of the Company (formerly Demco).

     A. SECTION 3.6 — COMPANY RETIREMENT CONTRIBUTIONS:

     In addition to the Company Retirement Contribution otherwise set forth in Section 3.6, the Company shall make the additional monthly Company Retirement Contribution with respect to each Member who was employed on September 30, 1989 at a Cooper Cameron (formerly a Cooper Industries, Inc.) facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility list as set forth below; provided, however, that such amount shall be prorated and credited to such Member’s IAR Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List.

(1) Active members on October 1, 1989 in the Plan (formerly the Cooper Savings Plan), who became Members on April 1, 1995, who attained at least age 50 on December 31, 1989 and who elected retiree medical coverage.

	Monthly Additional
Year of Birth	Credit Amount
1939	$60.00
1938	$60.00
1937	$65.00
1936	$65.00
1935	$70.00
1934 or earlier	$75.00

(2) Active Members on October 1, 1989 in the Plan (formerly the Cooper Savings Plan), who became Members on April 1, 1995, who attained at least age 50 on December 31, 1989 and who did not elect retiree medical coverage.

	Monthly Additional
Year of Birth	Credit Amount
1939	$105.00
1938	$110.00
1937	$115.00
1936	$120.00
1935	$125.00
1934 or earlier	$130.00

AD-7

(3) Active members on October 1, 1989 in the Plan (formerly the Cooper Savings Plan), who became Members on April 1, 1995, and who had not attained age 50 on December 31, 1989.

	Monthly Additional
Year of Birth	Credit Amount
1964 or later	$10.00
1963	$11.00
1962	$13.00
1961	$15.00
1960	$17.00
1959	$19.00
1958	$21.00
1957	$23.00
1956	$25.00
1955	$27.00
1954	$29.00
1953	$31.00
1952	$34.00
1951	$37.00
1950	$40.00
1949	$44.00
1948	$48.00
1947	$52.00
1946	$54.00
1945	$60.00
1944	$65.00
1943	$70.00
1942	$75.00
1941	$80.00
1940	$90.00

     B. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Demco Pension Plan for Hourly and Non-Exempt Salaried Employees and then to the Plan. Such separate subaccount shall be 100% vested in such Member.

AD-8

COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF THE WHEELING MACHINE PRODUCTS DIVISION FACILITY
AT PINE BLUFF, ARKANSAS

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Pine Bluff, Arkansas facility of the Wheeling Machine Products Division of the Company.

     A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Cooper Savings Plan from the Pension Plan for Hourly Employees in the Pine bluff, Arkansas Facilities and then to the Plan. Such separate subaccount shall be 100% vested in such Member.

AD-9

COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF COOPER CAMERON VALVES DIVISION PLANT AT LITTLE ROCK, ARKANSAS

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Cooper Cameron Valves Plant of the Company in Little Rock, Arkansas (formerly Orbit Valve).

A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     Separate sub-accounts shall be maintained with respect to benefits of a Member (an “Orbit Member”) that were transformed to the Plan from the Orbit Valve Company Profit Sharing Plan (the “Orbit Profit Sharing Plan”) and the Orbit Valve Company Employee Savings Plan (the “Orbit Savings Plan”). Amounts in such separate sub-accounts that are attributable to a Member’s Matching and Profit Sharing Contribution Accounts under the Orbit Savings Plan and a Member’s Account under the Orbit Profit Sharing Plan shall respectively vest in accordance with the vesting schedule contained in the plans from which such amounts were transferred, which is set forth below:

YEARS OF SERVICE	NONFORFEITABLE PERCENTAGE
0-4	0%
5 or more	100%

     In addition to the lump sum method of distribution of benefits set forth in Section 10.2 of the Plan, an Orbit Member may elect to receive his such separate sub-accounts in periodic installment payments for any term not extending beyond the life expectancy of such Member or the joint and last survivor expectancy of such Member and a designated beneficiary. An Orbit Member may make such an election only if the method of payment of any such form is in compliance with Section 401(a)(9) of the Code and applicable Treasury regulations thereunder.

     In addition to the lump sum method of distribution of benefits set forth in Section 11.4 of the Plan, the beneficiary of an Orbit Member may elect to receive payment of the separate sub-accounts of the deceased Orbit Member in periodic installments for any term not extending beyond the life expectancy of such beneficiary so long as the method of payment of such form is compliance with Section 401(a)(9) of the Code and applicable treasury regulations thereunder. A beneficiary’s election as to the method of distribution of such separate sub-accounts must be made within the 90-day period ending on the first day of the first period for which an amount is payable to such beneficiary. If a beneficiary fails to make an election within such 90-day period, the separate sub-accounts of the deceased Orbit Member will be paid to such beneficiary in one lump sum. If a beneficiary properly elects to receive payments in periodic installments, after such installment payments commence, the beneficiary will have the option to reduce the period over which such installments shall be made with the payments being adjusted accordingly. Upon the death of such beneficiary, the remaining balance in the separate sub-account will be paid as soon as administratively possible in one lump sum cash payment, to the beneficiary’s executor or to his heirs at law if there is no administration of such beneficiary’s estate.

     In addition to the withdrawal rights contained in Section 8.2 of the Plan, Orbit Members who participated in the Orbit Profit Sharing Plan may withdraw all or any part of the vested amount of their

AD-10

Employer profit sharing contributions credited to their Matching Account after attaining age 591/2; provided, however, that such Members may only exercise such withdrawal rights once during every six-month period of a calendar year. Furthermore, an Orbit Member who participated in the Orbit Profit Sharing Plan with less than five years of Vesting Service may not withdraw amounts which would reduce the Matching Account balance below the aggregate Employer profit sharing contribution amounts allocated to such Member’s Participation Account during the two Plan Years preceding the Plan merger date.

     In addition to the withdrawal rights contained in Section 8.2 of the Plan, an Orbit Member who participated in the Orbit Savings Plan may withdraw all or any part of his sub-accounts attributable to his Elective Contribution Account under such plan after attaining age 591/2; provided, however, that such a Member may only exercise such withdrawal rights once during every six-month period of a calendar year.

     Additional rights and restrictions that apply with respect to such separate sub-accounts are described in the instruments entitled “Merged Orbit Valve Company Employee Savings Plan With and Into Cooper Cameron Retirement Savings Plan” and “Merger of Orbit Valve Company Profit Sharing Plan With and Into Cooper Cameron Corporation Retirement Savings Plan.

AD-11

COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF
COOPER ENERGY SERVICES DIVISION PLANT AT PONCA CITY, OKLAHOMA (NICKLES)

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan (“Plan”), this Addendum relates to the Ponca City, Oklahoma plant at the Cooper Energy Services Division (formerly Nickles) of the Company.

A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate sub-account shall be maintained under each Plan Account, with respect to the benefits of a Member that was transferred to the Plan from the Nickles Machine Corporation Defined Contribution Matching Plan and Trust (the “Nickles Plan”).

     In addition to the in service withdrawal rights contained in Section 8.2 of the Plan, such a Member shall be permitted to withdraw all or any part of the separate sub-account portion of his Supplemental Account under the Plan at any time. Further, after he attains age 591/2, such a Member shall be permitted to withdraw any amount credited to such separate sub-accounts; provided, however, that a withdrawal made pursuant to this sentence may be in any amount and may be made up to two times in any 12 month period. Additional forms for distribution of benefits to such Members and their beneficiaries, which were initially preserved in connection with the transfer of account balances from the Nickles Plan to the Plan, were eliminated in accordance with Treasury Regulation § 1.411(d)-4 Q & A2(e).

AD-12

EX-10.9

Exhibit 10.9

FIRST AMENDMENT TO
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN
(As Amended and Restated Effective May 1, 2003)

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN (the “Plan”); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows, effective as March 20, 2004:

I. The following sentence shall be added to Section 1.1(34) of the Plan:

“Notwithstanding anything to the contrary herein, no Member who first becomes a Member of the Plan on or after May 1, 2003 in connection with his Employer’s first becoming an Affiliate of the Company on or after such date shall be eligible to become an IAR Member of the Plan.”

II. Section 1.1(51) of the Plan shall be deleted and the following shall be substituted therefor:

     “(51) The term “Profit Sharing Member” shall mean (a) each Member who was hired by the Employer on or after May 1, 2003, and (b) each Member who first becomes a Member of the Plan on or after such date if his Employer first became an Affiliate of the Company on or after such date.”

III. A new Section 7.5(d) shall be added to the Plan as follows:

“(d)   Vesting Service With Petreco Affiliates. For the period preceding March 20, 2004, each Eligible Employee who was employed by Petreco International, Inc. prior to such date shall be credited with years of Vesting Service for purposes of the Plan equal to the Periods of Service he would have been credited under the Plan as if Petreco International, Inc. and its affiliates and predecessors were Employers under the Plan during such period and as if the Plan counted Vesting Service based on Periods of Service (rather than Hours of Service) during such entire period.”

IV. As amended hereby, the Plan is specifically ratified and reaffirmed.

     EXECUTED this 18th day of March, 2004.

COOPER CAMERON CORPORATION
By:	/s/ Jane C. Schmitt
Name:		Jane C. Schmitt
Title:		Vice President, Human Resources

Exhibit 10.9

SECOND AMENDMENT TO
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN
(As Amended and Restated Effective May 1, 2003)

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN (the “Plan”); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows:

I. Effective as of April 1, 1995, the phrase “Matching Account” shall be deleted in each place that it appears in Section 6.6 of the Plan and the phrase “Separate Accounts” shall be substituted therefor.

II. Effective as of May 1, 2003:

     A. The following proviso shall be added at the end of the last sentence in Section 3.6 of the Plan:

“; provided, however, that catch-up contributions shall not be subject to the maximum percentage deferral limit that applies to Basic Contributions pursuant to Section 3.1.”

     B. The following proviso shall be added at the end of the first sentence of Section 8.2 of the Plan:

“; and provided further, however, that a Profit Sharing Member may request a withdrawal of amounts credited to his Profit Sharing Account only to the extent of his vested interest in such amounts, as determined in accordance with Section 7.2.”

III. Effective (A) with respect to Matching Contributions attributable to Compensation earned on or after April 24, 2004 by a Member who is paid on an hourly basis, and (B) with respect to Matching Contributions attributable to Compensation earned on or after May 1, 2004 by a Member who is paid on a salaried basis, Section 4.8(b) of the Plan shall be deleted and the following shall be substituted therefor:

“(b) The amount of Matching Contributions allocated to a Member shall be credited to such Member’s Matching Account as of the date such contribution is received by the Trust and shall be invested in the Fund or

Funds selected by the Member in accordance with the provisions of Section 5.2.”

IV. Effective as of June 1, 2004:

     A. Section 5.1 of the Plan shall be deleted and the following shall be substituted therefor:

     “5.1 Deposit of Contributions.

Any Basic Contributions of a Member which are credited to a Member’s Basic Account, any Matching Contributions which are credited to a Member’s Matching Account, any Company Retirement Contributions which are credited to an IAR Member’s IAR Account, and any Profit Sharing Contributions which are credited to a Profit Sharing Member’s Profit Sharing Account shall be deposited by the Trustee in such Fund or Funds selected by such Member in accordance with the provisions of Section 5.2. The Trustee shall have no duty to collect or enforce payment of contributions or inquire into the amount or method used in determining the amount of contributions, and shall be accountable only for contributions received by it.”

     B. Subsections (a) and (b) of Section 5.2 of the Plan shall be deleted and the following shall be substituted therefor:

“(a)	Each Member shall designate, in accordance with the procedures established by the Company, the manner in the amounts allocated to his Basic, Matching, IAR, Profit Sharing and Rollover/Transfer Accounts shall be invested from among the Funds made available from time to time by the Company pursuant to Section 6.2. A Member may designate one of such Funds for all of the contributions to his Basic, Matching, IAR, Profit Sharing and Rollover/Transfer Accounts, or he may split the investment of the amounts allocated to such Accounts among such Funds in such increments as the Company may prescribe. If a Member fails to make a designation of 100% of the contributions to his Basic, Matching, IAR, Profit Sharing and Rollover/Transfer Accounts, such nondesignated contributions shall be invested in the Fund or Funds designated by the Company from time to time in a uniform and nondiscriminatory manner.
(b)	A Member may change his investment designation for future contributions to be allocated to his Basic, Matching, IAR, Profit Sharing and Rollover/Transfer Accounts. Any such change shall be made in accordance with the procedures established by the Company, and the frequency of such changes may be limited by the Company.”
C.	A new Section 5.2(d) shall be added to the Plan as follows:
	“(d) Each Member’s investment designation that is in effect on June 11, 2004 shall be deemed to apply to Matching Contributions allocated to such

2

Members’ Matching Account on or after such date, in addition to such designation’s applicability as of such date to his Basic, IAR, Profit Sharing and Rollover/Transfer Accounts. Such investment designation may thereafter be changed by a Member in accordance with Section 5.2(b).”

     D. The phrase “and may only be made once in a calendar year” shall be deleted from Section 8.1(b) of the Plan.

V. As amended hereby, the Plan is specifically ratified and reaffirmed.

     EXECUTED this 28th day of May, 2004.

COOPER CAMERON CORPORATION
By:	/s/ Jane C. Schmitt
Name:		Jane C. Schmitt
Title:		VP, Human Resources

3

Exhibit 10.9

THIRD AMENDMENT TO
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN
(As Amended and Restated Effective May 1, 2003)

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the COOPER CAMERON CORPORATION RETIREMENT SAVINGS PLAN (the “Plan”); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows, effective as of January 1, 2005:

I. The following definition shall be added to Section 1.1 of the Plan:

     “(8A) The term “Brookshire Union Employee” shall mean an Employee who is a member of the Local Lodge 15 and District Lodge 37, International Association of Machinists and Aerospace Workers.”

II. The following sentence shall be added to Section 1.1(34) of the Plan:

“Notwithstanding the foregoing, an Eligible Employee who is a Brookshire Union Employee whose Employment Commencement Date occurs prior to January 1, 2005 shall become an IAR Member, regardless of whether such Eligible Employee’s Employment Commencement Date occurred on or after May 1, 2003 but on or prior to December 31, 2004.”

III. Section 1.1(51) of the Plan shall be deleted and the following shall be substituted therefor:

     “(51) The term “Profit Sharing Member” shall mean (a) each Member who was hired by the Employer on or after May 1, 2003, and (b) each Member who first becomes a Member of the Plan on or after such date if his Employer first became an Affiliate of the Company on or after such date; provided, however, that any Eligible Employee who is a Brookshire Union Employee whose Employment Commencement Date occurs prior to January 1, 2005 shall not be a Profit Sharing Member, regardless of whether such Eligible Employee’s Employment Commencement Date occurred on or after May 1, 2003 but on or prior to December 31, 2004.”

IV. Section 6.3 of the Plan shall be deleted and the following shall be substituted therefor:

“6.3 Company Stock Fund.

Except as specifically provided otherwise, the assets of the Company Stock Fund shall be invested by the Trustee solely in Company Stock; provided, however, that the Company Stock Fund may hold an amount of cash to the extent required in lieu of holding fractional shares of Company Stock. The Trustee shall receive Company Stock from the Company or purchase Company Stock in the market; provided, however, that any such purchase shall be made only in exchange for fair market value as determined by the Trustee.”

V. The second paragraph of Section 7.2 of the Plan shall be deleted and the following shall be substituted therefor:

“Notwithstanding the foregoing, except as specified otherwise in an applicable Addendum, any IAR Member who was credited with three or more Years of Vesting Service as of May 1, 2003 (or, in the case of any Brookshire Union Employee who is an IAR Member, any such employee who was credited with three or more Years of Vesting Service as of December 31, 2004) shall be vested in the balance of his IAR Account in accordance with the following vesting schedule:

Years of Vesting Service	Vested Percentage
3 years but less than 4 years		33	%
4 years but less than 5 years		67	%
5 years or more		100	%”

VI. Section 8.2 of the Plan shall be deleted and the following shall be substituted therefor:

“Section 8.2 Withdrawals After Age 59½.

Subject to the provisions of this Section 8.2, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has attained at least age 59½, may file a written request with his Employer in the form and within the time period prescribed by the Company for a withdrawal of an amount credited to his Separate Accounts; provided, however, than an IAR Member may request a withdrawal of amounts credited to his IAR Account only to the extent of his vested interest in such amounts, as determined in accordance with Section 7.2; and provided further, however, that a Profit Sharing Member may request a withdrawal of amounts credited to his Profit Sharing Account only to the extent of his vested interest in such amounts, as determined in accordance with Section 7.2. A withdrawal made pursuant to this Section 8.2 shall be made from a Member’s or Inactive Member’s Separate Accounts as elected by such Member or Inactive Member.”

 2

VII. As amended hereby, the Plan is specifically ratified and reaffirmed.

     EXECUTED this 17th day of December, 2004, effective for all purposes as provided above.

COOPER CAMERON CORPORATION
By:	/s/ Jane Schmitt
Name:		Jane Schmitt
Title:		VP, Human Resources

3

EX-10.10

Exhibit 10.10

MERGER OF THE
PETRECO INTERNATIONAL, INC.
401(k) PROFIT SHARING PLAN
WITH AND INTO THE
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

     WHEREAS, Cooper Cameron Corporation (the “Company”) sponsors the Cooper Cameron Corporation Retirement Savings Plan (the “Cooper Cameron Plan”) and the Petreco International, Inc. 401(k) Profit Sharing Plan (the “Petreco Plan”); and

     WHEREAS, the Company desires that the Petreco Plan be merged with and into the Cooper Cameron Plan, effective as of January 1, 2005;

     NOW, THEREFORE, effective as of January 1, 2005 (the “Plan Merger Date”), in consideration of the foregoing and notwithstanding any provisions of the Petreco Plan and the Cooper Cameron Plan to the contrary, the Petreco Plan shall be merged with and into the Cooper Cameron Plan as follows:

     1. The Petreco Plan is hereby amended, restated, and merged with and into the Cooper Cameron Plan, with the result that the provisions of the Cooper Cameron Plan, as modified herein, replace in their entirety the provisions of the Petreco Plan. Any provisions of the Cooper Cameron Plan required to have an earlier effective date by applicable statute and/or regulation shall be effective as of the required effective date in such statute and/or regulation and shall apply, as of such required effective date, to the Petreco Plan as if included therein.

     2. Each Participant of the Petreco Plan as of the Plan Merger Date (“Petreco Participant”), shall become a Member of the Cooper Cameron Plan as of such date (if such Petreco Participant is not already a Member of the Cooper Cameron Plan as of such date).

     3. The trustee of the Petreco Plan shall be directed to transfer the assets of the Petreco Savings Plan to the trustee of the Cooper Cameron Plan as soon as administratively feasible after the Plan Merger Date. All assets shall be transferred in cash, except that outstanding loans from the Petreco Plan to Petreco Participants shall be transferred in kind. In order to ensure an orderly transition with respect to the transferred assets of the Petreco Plan, the Plan Administrator may, in its discretion, temporarily prohibit or restrict withdrawals, loans, execution of, change to, or revocation of a compensation deferral election, change of investment designation of plan account balances, or transfer of amounts in accounts from one investment fund to another investment fund, or other activity as the Plan Administrator deems appropriate; provided that any such temporary cessation or restriction of such activity shall be in compliance with applicable law. Amounts transferred shall initially be invested in such investment fund or funds available under the Cooper Cameron Plan as determined by the Plan Administrator in its discretion; provided, however, that as soon as administratively feasible following the Plan Merger Date, amounts attributable to accounts of Petreco Participants who are actively participating in the Cooper Cameron Plan as of the Plan Merger Date shall be invested in accordance with the respective investment designations on each such Petreco Participant as in

effect on the date such investment is made. Such transferred amounts shall remain invested in such fund or funds until the Petreco Participants make new investment designations with respect to such amounts in accordance with the provisions of the Cooper Cameron Plan as in effect on the date of such investment designations.

     4. Amounts credited to Petreco Participants’ accounts under the Petreco Plan shall be credited to corresponding accounts under the Cooper Cameron Plan as follows:

(i)	Amounts, if any, credited to a Petreco Participant’s “Elective Deferrals” subaccount under his “Participant Account” under the Petreco Plan shall be credited to such participant’s “Basic Account” under the Cooper Cameron Plan;
(ii)	Amounts, if any, credited to a Petreco Participant’s “Matching Contributions” subaccount under his “Participant Account” under the Petreco Plan shall be credited to such participant’s “Matching Account” under the Cooper Cameron Plan;
(iii)	Amounts, if any, credited to a Petreco Participant’s “Discretionary Contributions” subaccount under his “Participant Account” under the Petreco Plan shall be credited to such participant’s “Profit Sharing Account” under the Cooper Cameron Plan;
(iv)	Amounts, if any, credited to a Petreco Participant’s “Rollover Contributions” subaccount under his “Participant Account” under the Petreco Plan shall be credited to such participant’s “Rollover/Transfer Account” under the Cooper Cameron Plan; and
(v)	Amounts, if any, credited to a Petreco Participant’s “Transfer Contributions” subaccount under his “Participant Account” under the Petreco Plan shall be credited to such participant’s “Rollover/Transfer Account” under the Cooper Cameron Plan.

Subaccounts shall be created under the respective Cooper Cameron Plan accounts for the transferred amounts and earnings thereon (the “Grandfathered Subaccounts”) in order to preserve optional forms of benefit and rights in accordance with Paragraphs 7 and 9.

     5. Notwithstanding anything to the contrary in Section 7.5(d) of the Cooper Cameron Plan, for purposes of determining the Vesting Service under the Cooper Cameron Plan of a Petreco Participant, (i) such Petreco Participant shall be credited with Vesting Service on the date he becomes a Member of the Cooper Cameron Plan with all Years of Service, if any, credited to him for vesting purposes under the Petreco Plan as of December 31, 2004, (ii) for the period beginning and ending on January 1, 2005 (the “Computation Period”), such Petreco Participant shall receive credit equal to the greater of (1) the period of service that would be credited under the Cooper Cameron Plan for vesting purposes for such employee’s service during the Computation Period and (2) the service taken into account for the 2005 Plan Year as of January 1, 2005, under the method provided in the Petreco Plan for computing Years of Service for vesting purposes, and (iii) for the period from and after January 2, 2005, such Petreco Participant shall receive credit based solely upon the provisions of the Cooper Cameron Plan for

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crediting Vesting Service; provided, however, that if, as of the Plan Merger Date, the Vesting Service credited to a Petreco Participant pursuant to Section 7.5(d) of the Cooper Cameron Plan plus the Vesting Service that was credited to him for the period March 21 through December 31, 2004 under the terms of the Cooper Cameron Plan (or would have been so credited, had he been a Member of the Cooper Cameron Plan during such period) is greater than the Vesting Service credited to a Petreco Participant under clause (i) above, then such measure of such Petreco Plan Participant’s Vesting Service shall be substituted in the place of the Vesting Service that would otherwise be credited under clause (i) above.

     6. For purposes of determining the Participation Service under the Cooper Cameron Plan of a Petreco Participant who is a Part Time Employee or a Temporary Employee, a Petreco Participant will be credited with Participation Service under the provisions of Section 2.1(c) of the Cooper Cameron Plan as if Petreco International, Inc. (“Petreco”) and its Affiliates were participating Employers under the Cooper Cameron Plan during the period of such Petreco Participant’s employment with Petreco and its Affiliates.

     7. Notwithstanding anything to the contrary in the Cooper Cameron Plan, each Petreco Participants who was employed by Petreco International, Inc. or a member of its controlled group on January 1, 2002 shall have a 100% fully vested and nonforfeitable interest in his Profit Sharing Account under the Cooper Cameron Plan.

     8. Immediately after the merger and transfer of assets described in Paragraphs 1 and 3 above, each Petreco Participant who becomes or continues to be a Member of the Cooper Cameron Plan shall, in the event the Cooper Cameron Plan is then terminated, be entitled to a benefit which is equal to or greater than the benefit to which such participant would have been entitled under the Petreco Plan and, if applicable, the Cooper Cameron Plan immediately prior to such transfer if the Petreco Plan and, if applicable, the Cooper Cameron Plan had then been terminated. The provisions of the preceding sentence shall be construed under applicable federal regulations pursuant to Section 208 of the Employee Retirement Income Security Act of 1974 and Section 414(l) of the Internal Revenue Code of 1986, as amended (the “Code”).

     9. With respect to the Grandfathered Subaccounts of Petreco Participants, the Cooper Cameron Plan shall preserve all optional forms of benefit and rights required to be preserved pursuant to Section 411(d)(6) of the Code, and any Treasury regulations issued thereunder, as amended from time to time, including, but not limited to, the optional forms of benefit and rights described on Appendix A hereto.

     10. The loan procedures available to Members under Article IX of the Cooper Cameron Plan, shall be applicable to a Petreco Participant’s vested interest in his Separate Accounts under the Cooper Cameron Plan; provided, however, that any loan made to a Petreco Participant under the Petreco Plan before the Plan Merger Date shall be administered by the Plan Administrator in accordance with Section 12.9 of the Petreco Plan and the loan policy adopted pursuant thereto.

     11. The beneficiary designations of each Petreco Participant in effect under the Petreco Plan on the Plan Merger Date shall remain in effect under the Cooper Cameron Plan unless and until such participant executes a new beneficiary designation in accordance with the provisions of the Cooper Cameron Plan; provided, however, that all Account balances in the Cooper Cameron Plan from and after the Plan Merger Date (including amounts transferred from

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the Petreco Plan) shall be subject to any beneficiary designation executed by a Petreco Participant who was also a Member of the Cooper Cameron Plan prior to the Plan Merger Date, regardless of whether such beneficiary designation was executed before the Plan Merger Date, unless and until such time as such Petreco Participant executes a new beneficiary designation form under the Cooper Cameron Plan; and provided further, however, that if the preceding proviso applies to a Petreco Participant, any beneficiary designation executed by such Participant under the Petreco Plan prior to the Plan Merger Date shall become null and void as of the Plan Merger Date.

     12. To the extent any forfeitures of Matching Employer Contributions or Discretionary Employer Contributions under the Petreco Plan exist as of the Plan Merger Date, such forfeitures shall be applied to offset Employer contribution obligations for Petreco Participants under the Cooper Cameron Plan.

     13. Each capitalized term used in this instrument shall have the meaning ascribed to such term under the Petreco Plan or the Cooper Cameron Plan, as applicable, unless otherwise defined herein.

     14. Except to the extent required under applicable law, the benefits and rights of any Petreco Participant who terminates employment prior to the Plan Merger Date shall be governed by the terms and provisions of the Petreco Plan as in effect on the date of such termination of employment.

     15. As to affected individuals, the Cooper Cameron Plan is hereby amended to reflect and incorporate the provisions of this instrument. Any provision of the Petreco Plan or the Cooper Cameron Plan which is inconsistent with any provision of this instrument shall be considered to be and hereby is amended by this instrument.

     EXECUTED this 20th day of January, 2005, effective for all purposes as provided above.

COOPER CAMERON CORPORATION
/s/ Jane Schmitt
By:____________________________________________
Title:	Jane Schmitt
Name:	VP, Human Resources

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APPENDIX A
to
MERGER OF THE
PETRECO INTERNATIONAL, INC.
401(k) PROFIT SHARING PLAN
WITH AND INTO THE
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

This Appendix A shall apply to the Grandfathered Subaccounts of Petreco Participants in lieu of certain otherwise applicable provisions of the Cooper Cameron Plan. To the extent the provisions of this Appendix A conflict with other provisions of the Cooper Cameron Plan, this Appendix A shall control with respect to the Grandfathered Subaccounts of Petreco Participants.

     1. Rollover and Transfer Account Withdrawals. In addition to the withdrawal rights contained in Article VIII of the Cooper Cameron Plan, Petreco Participants may withdraw all or any part of their Grandfathered Subaccounts (to the extent vested) under their Rollover/Transfer Accounts under the Cooper Cameron Plan at any time.

A-1

EX-10.11

Exhibit 10.11

MERGER OF THE
COOPER CAMERON CORPORATION
SAVINGS-INVESTMENT PLAN FOR HOURLY EMPLOYEES
WITH AND INTO THE
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

     WHEREAS, Cooper Cameron Corporation (the “Company”) sponsors the Cooper Cameron Corporation Retirement Savings Plan (the “Retirement Savings Plan”) and the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees (the “Brookshire Plan”); and

     WHEREAS, the Company desires that the Brookshire Plan be merged with and into the Retirement Savings Plan, effective as of February 1, 2005;

     NOW, THEREFORE, effective as of February 1, 2005 (the “Plan Merger Date”), in consideration of the foregoing and notwithstanding any provisions of the Brookshire Plan and the Retirement Savings Plan to the contrary, the Brookshire Plan shall be merged with and into the Retirement Savings Plan as follows:

     1. The Brookshire Plan is hereby amended, restated, and merged with and into the Retirement Savings Plan, with the result that the provisions of the Retirement Savings Plan, as modified herein, replace in their entirety the provisions of the Brookshire Plan. Any provisions of the Retirement Savings Plan required to have an earlier effective date by applicable statute and/or regulation shall be effective as of the required effective date in such statute and/or regulation and shall apply, as of such required effective date, to the Brookshire Plan as if included therein.

     2. Each Participant of the Brookshire Plan as of the Plan Merger Date (“Brookshire Participant”), shall become a Member of the Retirement Savings Plan as of such date (if such Brookshire Participant is not already a Member of the Retirement Savings Plan as of such date).

     3. The trustee of the Brookshire Plan shall be directed to transfer the assets of the Brookshire Plan to the trustee of the Retirement Savings Plan as soon as administratively feasible after the Plan Merger Date. All assets shall be transferred in kind. In order to ensure an orderly transition with respect to the transferred assets of the Brookshire Plan, the Plan Administrator may, in its discretion, temporarily prohibit or restrict withdrawals, loans, execution of, change to, or revocation of a compensation deferral election, change of investment designation of plan account balances, or transfer of amounts in accounts from one investment fund to another investment fund, or other activity as the Plan Administrator deems appropriate; provided that any such temporary cessation or restriction of such activity shall be in compliance with applicable law. Amounts transferred shall remain invested in such investment fund or funds available under the Brookshire Plan in which they were invested immediately prior to the Plan Merger Date. Such transferred amounts shall remain invested in such fund or funds until the Brookshire Participants make new investment designations with respect to such amounts in accordance with

the provisions of the Retirement Savings Plan as in effect on the date of such investment designations.

     4. Amounts credited to Brookshire Participants’ accounts under the Brookshire Plan shall be credited to corresponding accounts under the Retirement Savings Plan as follows:

(i)	Amounts, if any, credited to a Brookshire Participant’s “Employee Before-Tax Contributions” subaccount under his “Separate Account” under the Brookshire Plan shall be credited to such participant’s “Basic Account” under the Retirement Savings Plan;
(ii)	Amounts, if any, credited to a Brookshire Participant’s “Employer Matching Contributions” subaccount under his “Participant Account” under the Brookshire Plan shall be credited to such participant’s “Matching Account” under the Retirement Savings Plan; and
(iii)	Amounts, if any, credited to a Brookshire Participant’s “Employee After-Tax Contributions” subaccount under his “Participant Account” under the Brookshire Plan shall be credited to such participant’s “Supplemental Account” under the Retirement Savings Plan.

Subaccounts shall be created under the respective Retirement Savings Plan accounts for the transferred amounts and earnings thereon (the “Grandfathered Subaccounts”) in order to preserve optional forms of benefit and rights in accordance with Paragraph 6.

     5. Immediately after the merger and transfer of assets described in Paragraphs 1 and 3 above, each Brookshire Participant who becomes or continues to be a Member of the Retirement Savings Plan shall, in the event the Retirement Savings Plan is then terminated, be entitled to a benefit which is equal to or greater than the benefit to which such participant would have been entitled under the Brookshire Plan and, if applicable, the Retirement Savings Plan immediately prior to such transfer if the Brookshire Plan and, if applicable, the Retirement Savings Plan had then been terminated. The provisions of the preceding sentence shall be construed under applicable federal regulations pursuant to Section 208 of the Employee Retirement Income Security Act of 1974 and Section 414(l) of the Internal Revenue Code of 1986, as amended (the “Code”).

     6. With respect to the Grandfathered Subaccounts of Brookshire Participants, the Retirement Savings Plan shall preserve all optional forms of benefit and rights required to be preserved pursuant to Section 411(d)(6) of the Code, and any Treasury regulations issued thereunder, as amended from time to time, including, but not limited to, the optional forms of benefit and rights described on Appendix A hereto.

     7. The loan procedures available to Members under Article IX of the Retirement Savings Plan, shall be applicable to a Brookshire Participant’s vested interest in his Separate Accounts under the Retirement Savings Plan; provided, however, that any loan made to a Brookshire Participant under the Brookshire Plan before the Plan Merger Date shall be administered by the Plan Administrator in accordance with Section 7.1 of the Brookshire Plan.

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     8. The beneficiary designations of each Brookshire Participant in effect under the Brookshire Plan on the Plan Merger Date shall remain in effect under the Retirement Savings Plan unless and until such participant executes a new beneficiary designation in accordance with the provisions of the Retirement Savings Plan; provided, however, that all Account balances in the Retirement Savings Plan from and after the Plan Merger Date (including amounts transferred from the Brookshire Plan) shall be subject to any beneficiary designation executed by a Brookshire Participant who was also a Member of the Retirement Savings Plan prior to the Plan Merger Date, regardless of whether such beneficiary designation was executed before the Plan Merger Date, unless and until such time as such Brookshire Participant executes a new beneficiary designation form under the Retirement Savings Plan; and provided further, however, that if the preceding proviso applies to a Brookshire Participant, any beneficiary designation executed by such Participant under the Brookshire Plan prior to the Plan Merger Date shall become null and void as of the Plan Merger Date.

     9. Each capitalized term used in this instrument shall have the meaning ascribed to such term under the Brookshire Plan or the Retirement Savings Plan, as applicable, unless otherwise defined herein.

     10. Except to the extent required under applicable law, the benefits and rights under the Brookshire Plan of any Brookshire Participant who terminates employment prior to the Plan Merger Date shall be governed by the terms and provisions of the Brookshire Plan as in effect on the date of such termination of employment.

     11. As to affected individuals, the Retirement Savings Plan is hereby amended to reflect and incorporate the provisions of this instrument. Any provision of the Brookshire Plan or the Retirement Savings Plan which is inconsistent with any provision of this instrument shall be considered to be and hereby is amended by this instrument.

     EXECUTED this 20th day of January, 2005, effective for all purposes as provided above.

COOPER CAMERON CORPORATION
/s/ Jane Schmitt
By:____________________________________________
Title:   Name:	Jane Schmitt VP, Human Resources

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APPENDIX A
to
MERGER OF THE
COOPER CAMERON CORPORATION
SAVINGS-INVESTMENT PLAN FOR HOURLY EMPLOYEES
WITH AND INTO THE
COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

This Appendix A shall apply to the Grandfathered Subaccounts of Brookshire Participants in lieu of certain otherwise applicable provisions of the Retirement Savings Plan. To the extent the provisions of this Appendix A conflict with other provisions of the Retirement Savings Plan, this Appendix A shall control with respect to the Grandfathered Subaccounts of Brookshire Participants.

     1. Matching and Supplemental Account Withdrawals. In addition to the withdrawal rights contained in Article VIII of the Retirement Savings Plan, a Brookshire Participant may withdraw all (but not less than all) of the balances of his Grandfathered Subaccounts (to the extent vested) under his Matching and/or Supplemental Accounts under the Retirement Savings Plan at any time. A Brookshire Participant who makes such a withdrawal shall be suspended from making contributions to the Retirement Savings Plan for a period of at least six months after the date of such withdrawal and shall not be permitted to make another withdrawal pursuant to Article VIII of the Retirement Savings Plan until he has resumed making Basic Contributions for at least 12 months.

A-1

EX-10.36

Exhibit 10.36

FIRST AMENDMENT TO
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION
BUFFALO, NEW YORK PLANT

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT (the “Plan”); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows; effective as of October 1, 1997:

1.	The following new definition shall be added to Section 1.01 of the Plan:
	“(31A) Rollover Contributions : The rollover contributions made to the Plan in accordance with the provisions of Section 3.06.”
2.	The following new Section shall be added to Article III of the Plan:

     “Section 3.06

     Rollover Contributions

     (a) Rollover Contributions may be made to the Plan by any Eligible Employee of amounts received by such Eligible Employee from an individual retirement account or annuity or from an employees’ trust described in section 401(a) of the Code, which is exempt from tax under section 501(a) of the Code, but only if any such Rollover Contribution is made pursuant to and in accordance with applicable provisions of the Code and Treasury regulations promulgated thereunder. A Rollover Contribution of amounts that are ‘eligible rollover distributions’ within the meaning of section 402(f)(2)(A) of the Code may be made to the Plan irrespective of whether such eligible rollover distribution was paid to the Eligible Employee or paid to the Plan as a ‘direct’ Rollover Contribution. A direct Rollover Contribution to the Plan may be effectuated only by wire transfer directed to the Funding Agent or by issuance of a check made payable to the Funding Agent, which is negotiable only by the Funding Agent and which identifies the Eligible Employee for whose benefit the Rollover Contribution is being made. Any Eligible Employee desiring to effect a Rollover Contribution to the Plan must execute and file with the Company the form

prescribed by the Company for such purpose. The Company may require as a condition to accepting any Rollover Contribution that such Eligible Employee furnish any evidence that the Company in its discretion deems satisfactory to establish that the proposed Rollover Contribution is in fact eligible for rollover to the Plan and is made pursuant to and in accordance with applicable provisions of the Code and Treasury regulations. All Rollover Contributions to the Plan must be made in cash.

     (b) An Eligible Employee who has made a Rollover Contribution in accordance with this Section but who has not otherwise become a Member of the Plan in accordance with Article II, shall become a Member coincident with such Rollover Contribution; provided, however, that such Member shall not have a right to share in Company contributions hereunder until he has otherwise satisfied the requirements imposed by Article II.

     (c) A Rollover Contribution shall be credited to the Account of the Eligible Employee for whose benefit such Rollover Contribution is being made as of the date such Rollover Contribution is made. Any Rollover Contributions which are credited to a Member’s Account shall be commingled for investment purposes with other Plan assets. The Funding Agent shall account for the Rollover Contributions (and the net income (or net loss) allocable thereto) of a Member separately in accordance with the procedures applicable to Accounts in general. A Member shall be 100% vested at all times in the value of his Rollover Contributions. Except as specifically provided in this Section 3.06, Rollover Contributions shall be held and administered in accordance with the procedures applicable to Company contributions credited to Accounts.

     (d) Notwithstanding the preceding Paragraphs, this Section shall not be effective unless and until the Company, by appropriate action, elects to make this Section effective.”

     3. The parenthetical “(other than the value of Tax Deferred Savings Contributions and Rollover Contributions)” shall be added after the word “Account” in the first sentence of Section 8.02(a) of the Plan.

     4. As amended hereby, the Plan is specifically ratified and reaffirmed.

     EXECUTED at Houston, Texas this 17 day of October, 1997.

COOPER CAMERON CORPORATION
By:	/s/ Franklin Myers
	Name:	Franklin Myers
	Title:	Senior V.P.

Exhibit 10.36

SECOND AMENDMENT TO
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION
BUFFALO, NEW YORK PLANT

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT (the “Plan”); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows; effective as of January 1, 1997:

     1. Section 4.01 of the Plan is deleted in its entirety and the following substituted therefor:

     “Section 4.01 Allocations of Contributions. Each active Member shall have allocated to his Account (i) the Contribution Amount which is applicable to him for each Allocation Year or Allocation Month as provided in Section 3.02 and (ii) the Tax Deferred Savings Contributions, if any, made on behalf of a Member by the Employer as provided in Section 17.01.”

     2. Section 11.01(a) of the Plan is deleted in its entirety and the following substituted therefor:

“(a) The assets of the Plan shall be maintained by the Funding Agent in the investment fund or funds made available from time to time by the Company (the ‘Fund’ or ‘Funds’) in accordance with the selection made by each Member with respect to the contributions in his Account pursuant to Section 11.02(a) below.”

     3. Section 11.02(a) of the Plan is deleted in its entirety and the following substituted therefor:

“Any Tax Deferred Savings Contributions and any Company Contributions which are credited to a Member’s Account shall be deposited by the Funding Agent in such Fund or Funds selected by each Member in accordance with the provisions of this paragraph (a). The Funding Agent shall have no duty to collect or enforce payment of contributions or inquire into the amount or method used in determining the amount of contributions, and shall be accountable only for contributions received by it.

Each Member shall designate, in accordance with the procedures established by the Company, the manner in which the amounts allocated to his Account shall be invested from among the Funds. A Member may designate one of such Funds for all of the contributions to his Account, or he may split the investment of the amounts allocated to such Account among such Funds in such increments as the Company may prescribe. If a Member fails to make a designation of 100% of the contributions to his Account, such nondesignated contributions shall be invested in the Fund or Funds designated by the Company from time to time in a uniform and nondiscriminatory manner.

A Member may change his investment designation for future contributions to be allocated to his Account. Any such change shall be made in accordance with the procedures established by the Company, and the frequency of such changes may be limited by the Company.

A Member or inactive Member may convert his investment designation with respect to amounts already allocated to his Account that are invested in one of the Funds. Any such conversion shall be made in accordance with the procedures established by the Company, and the frequency of such conversions may be limited by the Company.

Notwithstanding any provision in this Section 11.02(a) to the contrary, in the event any one or more of the Funds is eliminated as an investment fund by the Company, each Member and inactive Member who has an investment election in effect which designates such investment fund for the investment of amounts allocated to such individual’s Account, shall designate a continuing Fund or Funds made available by the Company for the investment of such amounts; provided, however, that in the event such individual fails to make such a designation, such contributions or amounts shall be invested in a the Fund or Funds designated by the Company in a uniform and nondiscriminatory manner.”

4. As amended hereby, the Plan is specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the undersigned has caused these presents to be executed effective as of January 1, 1997.

COOPER CAMERON CORPORATION
By:	/s/ Franklin Myers
	Name:	Franklin Myers
	Title:	Senior VP

Exhibit 10.36

THIRD AMENDMENT TO
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION
BUFFALO, NEW YORK PLANT

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT (the “Plan”) for the benefit of its eligible employees; and

     WHEREAS, the Company desires to amend the Plan to incorporate certain revisions required by recent legislative developments;

     NOW, THEREFORE, the Plan is hereby amended as follows:

I. Effective as of December 12, 1994, the following new Section 16.10 shall be added to Article XVI of the Plan:

“Section 16.10

Uniformed Services Employment and

Reemployment Rights Act Requirements Notwithstanding any provision of the Plan to the contrary, the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code.”

II. Effective as of January 1, 1995:

     1. Appendix A of the Plan shall be deleted and the attached Appendix A shall be substituted therefor.

     2. The phrase “nor more than $1.50 per Contribution hour” shall be added to the first sentence of Section 17.01 of the Plan after the phrase “shall not be less than $.10 per Contribution Hour”.

III. Effective as of April 1, 1996:

     1. Section 1.01(35) of the Plan shall be deleted.

     2. Section 4.02 of the Plan shall be deleted and the following shall be substituted therefor:

“Section 4.02

Valuation of Accounts All amounts contributed to the Funding Agent shall be invested as soon as administratively feasible following their receipt by the Funding Agent, and the balance of each Account shall reflect the result of daily pricing of the assets in which such Account is invested from the time of receipt by the Funding Agent until the time of distribution.”

     3. Article V of the Plan shall be deleted and the following shall be substituted therefor:

“ARTICLE V

RETIREMENT BENEFITS

     As of a Member’s Retirement Date, such Member shall be entitled to a retirement benefit payable at the time and in the form provided in Article IX, equal to his Account Balance on his Benefit Disbursement Date. Any Contribution Amount allocable to a Member’s Account after his Benefit Disbursement Date shall be distributed, if his benefit was paid in a lump sum, or used to increase his payments, if his benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such Contribution Amount is paid to the Funding Agent.”

     4. Section 6.01 of the Plan shall be deleted and the following shall be substituted therefor:

“Section 6.01

Death Benefits In the event of the death of an active or inactive Member (‘deceased Member,’ for purposes of this Section 6.01), the deceased Member’s designated beneficiary shall be entitled to a death benefit payable at the time and in the form provided in Section 9.03, equal to the deceased Member’s Account Balance on his Benefit Disbursement Date. Any Contribution Amount allocable to a deceased Member’s Account after his Benefit Disbursement Date shall be distributed, if the death benefit was paid in a lump sum, or used to increase payments, if the death benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such Contribution Amount is paid to the Funding Agent.”

     5. Section 7.02 of the Plan shall be deleted and the following shall be substituted therefor:

“Section 7.02

Amount of Disability Benefit In the event of Total and Permanent Disability of an active Member, as certified by the Local Administrative Committee, such Member shall be entitled to a disability benefit, payable at the time and in the form provided in Article IX, equal to his Account Balance on his Benefit Disbursement Date. Any Contribution Amount allocable to a Member’s Account after his Benefit Disbursement Date shall be distributed, if his benefit was paid in a lump sum, or used to increase his payments, if his benefit is being paid on a

2

periodic basis, as soon as administratively feasible after the date that such Contribution Amount is paid to the Funding Agent.”

     6. Section 8.01 of the Plan shall be deleted and the following shall be substituted therefor:

“Section 8.01

Benefits for Other

Termination of Employment Each active or inactive Member whose employment is terminated prior to attaining his Retirement Age for any reason other than Total and Permanent Disability or death shall, upon attainment of the Early Commencement Age, be entitled to a termination benefit, payable at the time and in the form provided in Article IX, equal to his Vested Interest in his Account Balance on his Benefit Disbursement Date. A Member’s Vested Interest in any Contribution Amount allocable to his Account after his Benefit Disbursement Date shall be distributed, if his benefit was paid in a lump sum, or used to increase his payments, if his benefit is being paid on a periodic basis, as soon as administratively feasible after the date that such Contribution Amount is paid to the Funding Agent.”

     7. Section 9.01(h)(4)(i) of the Plan shall be deleted and the following shall be substituted therefor:

     “(i) The balance of the Member’s Account as of the last day in the calendar year immediately preceding the distribution calendar year.”

     8. The term “Benefit Disbursement Date” shall be substituted for the term “Benefit Commencement Date” in Section 9.02(c)(vi) of the Plan.

     9. The last sentence of Section 14.02(c) of the Plan shall be deleted.

IV. Effective as of November 4, 1996:

3

     1. The table containing contribution rates contained in Section 3.02 of the Plan shall be deleted and the following shall be substituted therefor:

“Effective Date of Contribution Rate	Contribution Rate
On and after July 29, 1996 but before November 4, 1996	$	.65
On and after November 4, 1996 but before July 27, 1998	$	.75
On and after July 27, 1998 but before July 26, 1999	$	.80
On and after July 26, 1999	$	.85	”

     2. The phrase “nor more than $1.50 per Contribution hour” shall be deleted from the first sentence of Section 17.01 of the Plan and the phrase “no more than $2.00 per Contribution Hour” shall be substituted therefor.

V. Effective as of January 1, 1997:

     1. Section 1.01(24)(b) of the Plan shall be deleted and the following shall be substituted therefor:

     “(b) such services are performed under primary direction or control by the Company or a Controlled Entity; and”

     2. Sections 9.01(f) and (h) of the Plan shall be deleted and paragraph (g) shall be relettered as paragraph (f).

     3. The third sentence of Section 17.03 of the Plan shall be deleted and the following shall be substituted therefor:

“Such testing shall utilize the current year testing method as such term is defined in Internal Revenue Service Notice 98-1. If, for any Plan Year, the aggregate Tax Deferred Savings Contributions made by the Company on behalf of Highly Compensated Employees (as described and defined in Section 414(q) of the Code) exceeds the maximum amount of Tax Deferred Savings Contributions permitted on behalf of such Highly Compensated Employees pursuant to this Section 17.03, an excess amount (hereinafter referred to as ‘Excess Contributions’) shall be determined by reducing Tax Deferred Savings Contributions made on behalf of Highly Compensated Employees in order of their highest actual deferral percentages in accordance with Section 401(k)(8)(B)(ii) of the Code and the Treasury regulations thereunder. Once determined, such Excess Contributions shall be distributed to Highly Compensated Employees in order of the highest dollar amounts contributed

4

on behalf of such Highly Compensated Employees in accordance with Section 401(k)(8)(C) of the Code and the Treasury regulations thereunder before the end of the next following Plan Year.”

     4. Section 9.02(c)(v) of the Plan shall be deleted and the following shall be substituted therefor:

“(v) A lump sum payable (i) on or after Retirement Age, (ii) upon Total and Permanent Disability, or (iii) on or after Early Commencement Age (provided, however, that such Member may elect to receive the Vested Interest in his Account which is invested in the common stock of the Company distributed in the form of whole shares of such stock with the value of any fractional shares to be paid in cash); or”

     5. Section 9.03(c)(i) of the Plan shall be deleted and the following shall be substituted therefor:

“(i) A lump sum payment (provided, however, that such Member’s Beneficiary may elect to receive the portion of such Member’s Account which is invested in the common stock of the Company distributed in the form of whole shares of such stock with the value of any fractional shares to be paid in cash); or”

VI.	Effective as of August 5, 1997, the phrase “and certain judgments and settlements” shall be added after the phrase “qualified domestic relations orders” in the first sentence of Section 16.04 of the Plan.
VII.	Effective as of January 1, 1998, the monetary amount “$3,500” in Sections 9.04 and 17.07 of the Plan shall be deleted in each place that it appears and the monetary amount “$5,000” shall be substituted therefor.
VIII.	Effective as of January 1, 1999:

     1. The first sentence of Section 17.01 of the Plan shall be deleted and the following shall be substituted therefor:

“A Member may elect, in accordance with the procedures and within the time period prescribed by the Plan Administrator, to have Tax Deferred Savings Contributions in $.10 increments, made on his behalf to the Plan by his Employer and credited to his Account; provided, however, that such amount shall not be less than $.10 per Contribution Hour nor more than $2.00 per Contribution hour and in no event shall such Tax Deferred Savings Contributions under the Plan and all other qualified plans maintained by the Employer or any Controlled Entity exceed $10,000 (or such higher dollar amount as shall be in effect for such calendar year in accordance with the adjusted factor prescribed under Sections 402(g)(5) and 415(d) of the Code) during a calendar year.”

5

     2. Section 17.02 of the Plan shall be deleted and the following shall be substituted therefor:

“Section 17.02

Change of Tax Deferred

Savings Contribution Election Any Member may suspend or change the amount of the Tax Deferred Savings Contributions made on his behalf in accordance with the procedures and within the time period prescribed by the Plan Administrator; provided, however, that such Member may only select an amount of compensation to be so contributed which does not exceed the applicable limitations set forth in Sections 17.01 and 17.03.”

IX. Effective as of August 7, 2000:

     1. The phrase “, personal days” shall be added after the word “holidays” in the first sentence of Section 1.01(11) of the Plan.

     2. The table containing contribution rates contained in Section 3.02 of the Plan shall be deleted and the following shall be substituted therefor:

“Effective Date of Contribution Rate	Contribution Rate
On and after July 26, 1999 but before July 31, 2000	$	.85
On and after July 31, 2000 but before July 30, 2001	$	.90
On and after July 3, 2001 but before July 29, 2002	$	.95
On and after July 29, 2002	$	1.00	”

     2. The phrase “layoff with recall rights” shall be deleted from the first sentence of Section 15.02(d) of the Plan.

     3. The phrase “nor more than $2.00 per Contribution hour” shall be deleted from the first sentence of Section 17.01 of the Plan and the phrase “no more than $2.30 per Contribution Hour” shall be substituted therefor.

X. Effective as of January 1, 2001:

     1. Section 9.01(d)(i) and (ii) of the Plan shall be deleted and the following shall be substituted therefor:

6

     “(i) The Mandatory Distribution Date of a Member who has attained age 70½ before January 1, 2001, shall be April 1 of the calendar year following the calendar year in which such Member attains the age 70½.

     (ii) The Mandatory Distribution Date of a Member who attains age 70½ after December 31, 2000, shall be April 1 of the calendar year following the later of (A) the calendar year in which such Member attains the age 70½ or (B) the calendar year in which such Member terminates his employment with the Company (provided, however, that clause (B) of this sentence shall not apply in the case of a Member who is a ‘five-percent owner’ (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains the age 70½).

     (iii) In the case of a benefit payable pursuant to Article VI, the Mandatory Distribution Date shall be (A) if payable to other than the Member’s spouse, the last day of the one-year period following the death of such Member or (B) if payable to the Member’s spouse, after the date upon which such Member would have attained the age 70½, unless such surviving spouse dies before payments commence, in which case the Mandatory Distribution Date may not be deferred beyond the last day of the one-year period following the death of such surviving spouse.

The preceding provisions of this Section notwithstanding, a Member may not elect to defer the receipt of his benefit hereunder to the extent that such deferral creates a death benefit that is more than incidental within the meaning of section 401(a)(9)(G) of the Code and applicable Treasury regulations thereunder. Further, a Member (other than a Member who is a ‘five-percent owner’ (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains the age 70½) who attains age 70½ in calendar year 1998, 1999 or 2000 may elect to defer his Mandatory Disbursement Date until no later than April 1 of the calendar year following the later of (A) the calendar year in which such Member attains the age 70½ or (B) the calendar year in which such Member terminates his employment with the Company, provided, that such election is made by the end of the calendar year in which such Member attains age 70½.”

     2. The word “proposed” shall be deleted from Section 9.01(d) of the Plan in each place that it appears.

     3. The second sentence of the newly relettered Section 9.01(f) of the Plan shall be deleted.

XI. Effective July 29, 2002, the phrase “nor more than $2.30 per Contribution hour” shall be deleted from the first sentence of Section 17.01 of the Plan and the phrase “no more than $2.50 per Contribution Hour” shall be substituted therefor.

XII. As amended hereby, the Plan is specifically ratified and reaffirmed.

7

EXECUTED, this 19th day of October, 2001.

COOPER CAMERON CORPORATION
By:	/s/ Jane Crowder
	Name:	Jane Crowder
	Title:	VP, Human Resources

8

APPENDIX A

SECTION 415 LIMITATIONS

     Section 1. Application. The provisions set forth in this Appendix A are intended solely to comply with the requirements of Section 415 of the Code, as amended, and shall be interpreted, applied, and if and to the extent necessary, deemed modified without further formal language so as to satisfy solely the minimum requirements of said Section. For such purposes, the limitations of Section 415 of the Code, as amended, are hereby incorporated by reference and made part hereof as though fully set forth herein, but shall be applied only to particular Plan benefits in accordance with the provisions of this Appendix A, to the extent such provisions are not consistent with Section 415 of the Code. If there is any discrepancy between the provisions in this Appendix A and the provisions of Section 415 of the Code, such discrepancy shall be resolved in such a way as to give full effect to the provisions of Section 415 of the Code.

     Section 2. Definitions. For purposes of this Appendix, the following terms and phrases shall have these respective meanings:

     (a) “Annual Additions” of a Member for any Limitation Year shall mean the total of (A) the Company contributions, Tax Deferred Savings Contributions, and forfeitures, if any, allocated to such Member’s Accounts for such year, (B) Member’s contributions, if any, (excluding any Rollover Contributions) for such year, and (C) amounts referred to in Sections 415(l)(1) and 419A(d)(2) of the Code.

     (b) “415 Compensation” shall mean the total of all amounts paid by the Company to or for the benefit of a Member for services rendered or labor performed for the Company which are required to be reported on the Member’s federal income tax withholding statement or statements (Form W-2 or its subsequent equivalent), subject to the following adjustments and limitations:

          (1) The following shall be included:

               (A) From and after January 1, 1998, elective deferrals (as defined in Section 402(g)(3) of the Code) from compensation to be paid by the Company to the Member;

               (B) Any amount which is contributed or deferred by the Company at the election of the Member and which is not includable in the gross income of the Member by reason of Section 125 or 457 of the Code; and

               (C) Any amounts that are not includable in the gross income of a Member under a salary reduction agreement by reason of the application of Section 132(f) of the Code.

A-1

          (2) The 415 Compensation of any Member taken into account for purposes of the Plan shall be limited to $160,000 for any Plan Year with such limitation to be:

               (A) Adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code; and

               (B) Prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.

     (c) “Limitation Year” shall mean the Plan Year.

     (d) “Maximum Annual Additions” of a Member for any Limitation Year shall mean the lesser of (1) $30,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code) or (2) 25% of such Member’s 415 Compensation during such Limitation Year, except that the limitation in this Clause (2) shall not apply to any contribution for medical benefits (within the meaning of Section 419A(f)(2) of the Code) after separation from service with the Company or a Controlled Entity that is otherwise treated as an Annual Addition or to any amount otherwise treated as an Annual Addition under Section 415(l)(1) of the Code.

     Section 3. Limitations and Corrections. Contrary Plan provisions notwithstanding, in no event shall the Annual Additions credited to a Member’s Account for any Limitation Year exceed the Maximum Annual Additions for such Member’s for such year. If as a result of allocation of forfeitures, a reasonable error in estimating a Member’s compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Section 402(g)(3) of the Code) that may be made with respect to any individual under the limits of Section 415 of the Code, or because of other limited facts and circumstances, the Annual Additions that would be credited to a Member’s Account for a Limitation Year would nonetheless exceed the Maximum Annual Additions for such Member for such year, the excess Annual Additions which, but for this Appendix, would have been allocated to such Member’s Account shall be disposed of as follows:

          (a) First, any such excess Annual Additions in the form of Tax Deferred Savings Contributions on behalf of such Member shall be distributed to such Member, adjusted for income or loss allocated thereto; and

          (b) Next, any such excess Annual Additions in the form of Company contributions and forfeitures shall, to the extent such amounts would otherwise have been allocated to such Member’s Account, be treated as a forfeiture.

     Section 4. Multiple Plans. For purposes of determining whether the Annual Additions under this Plan exceed the limitations herein provided, all defined contribution plans of the Company are to be treated as one defined contribution plan. In addition, all defined contribution plans of Controlled Entities shall be aggregated for this purpose. For purposes of this Appendix only, a “Controlled Entity” (other than an affiliated service group member within the meaning of

A-2

Section 414(m) of the Code) shall be determined by application of a more than 50% control standard in lieu of an 80% control standard. If the Annual Additions credited to a Member’s Account for any Limitation Year under this Plan plus the additions credited on his behalf under other defined contribution plans required to be aggregated pursuant to this Section would exceed the Maximum Annual Additions for such Member for such Limitation Year, the Annual Additions under this Plan and the additions under such other plans shall be reduced on a pro rata basis and allocated, reallocated, or returned in accordance with applicable plan provisions regarding Annual Additions in excess of Maximum Annual Additions.

     Section 5. Contribution Adjustments. If the limitations set forth in this Appendix would not otherwise be met for any Limitation Year, the Tax Deferred Savings Contributions elections of affected Members may be reduced by the Company on a temporary and prospective basis in such manner as the Company shall determine.

A-3

Exhibit 10.36

FOURTH AMENDMENT TO
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION
BUFFALO, NEW YORK PLANT

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT (the “Plan”) for the benefit of its eligible employees; and

     WHEREAS, the Company desires to amend the Plan to incorporate certain revisions permitted under recent regulatory developments;

     NOW, THEREFORE, the Plan is hereby amended as follows:

I. Effective as of January 1, 2002, the following new paragraph shall be added at the end of Section 9.01(d) of the Plan:

“With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of Section 401(a)(9) of the Code in accordance with the regulations under Section 401(a)(9) of the Code that were proposed on January 17, 2001, notwithstanding any provisions of the Plan to the contrary. This amendment shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under Section 401(a)(9) of the Code or such other date as may be specified in guidance published by the Internal Revenue Service.”

II. As amended hereby, the Plan is specifically ratified and reaffirmed.

     EXECUTED, this 30th day of October, 2001.

COOPER CAMERON CORPORATION
By:	/s/ Jane Crowder
	Name:	Jane Crowder
	Title:	VP, Human Resources

A-1

Exhibit 10.36

FIFTH AMENDMENT TO
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION
BUFFALO, NEW YORK PLANT

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT (the “Plan”) for the benefit of its eligible employees; and

     WHEREAS, the Company desires to amend the Plan to incorporate certain revisions required by recent legislative developments;

     NOW, THEREFORE, the Plan is hereby amended as follows:

I. Effective as of January 1, 1995:

     1. Appendix A attached to the Third Amendment to the Plan shall be deleted and the original Appendix A of the Plan (the “Original Appendix A”) shall be reinstated.

     2. Section 2.10 of the Original Appendix A shall be deleted and the following shall be substituted therefor:

     “2.10 Defined Contribution Maximum Permissible Amount. For any Limitation Year, the lesser of (1) $30,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code) or (2) 25% of such Member’s Compensation (as defined in Section 2.3 of this Appendix A) during such Limitation Year, except that the limitation in this Clause (2) shall not apply to any contribution for medical benefits (within the meaning of Section 419A(f)(2) of the Code) after separation from service with the Company or a Controlled Entity that is otherwise treated as an Annual Addition or to any amount otherwise treated as an Annual Addition under Section 415(l)(1) of the Code.”

     3. Items II(2) and IV of the Third Amendment to the Plan shall be deleted and, to set forth certain historic references pursuant to collective bargaining agreements covering the Eligible Employees, the attached Appendix B shall be attached as an Appendix to the Plan.

     4. The following sentence shall be added at the end of Section 17.03 of the Plan:

     “For purposes of performing non-discrimination testing for the Plan pursuant to this Section, a Member’s compensation shall be his compensation as defined in Section

     415(c)(3) of the Code. Such compensation shall be limited to $150,000, with such limitation adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code.”

To the extent that the provisions of this amendment are required to have an earlier effective date by applicable statute and/or regulation, such provisions shall be effective as of the required effective date in such statute and/or regulation and shall apply, as of such required effective date, to any prior version of this Plan from which this Plan was amended and restated.

II. Effective January 1, 1997:

     1. The amendment to the Plan contained in item V(2) of the Third Amendment to the Plan shall be deleted and Sections 9.01(f) and (h) of the Plan shall be reinstated and Section 9.01(g) of the Plan shall continue to be so denominated.

     2. The amendments to Sections 9.02(c)(v) and 9.03(c)(i) of the Plan contained in items V(4) and V(5) of the Third Amendment to the Plan shall be deleted.

III. Effective January 1, 1998, Section 2.3 of the Original Appendix A shall be deleted and the following shall be substituted therefor:

     “2.3 Compensation. The total of all amounts paid by the Company to or for the benefit of a Member for services rendered or labor performed for the Company which are required to be reported on the Member’s federal income tax withholding statement or statements (Form W-2 or its subsequent equivalent). The following shall be included: (A) elective deferrals (as defined in Section 402(g)(3) of the Code) from compensation to be paid by the Company to the Member; and (B) any amount which is contributed or deferred by the Company at the election of the Member and which is not includable in the gross income of the Member by reason of Section 125 or 457 of the Code.”

IV. Effective as of January 1, 1999:

     1. Sections 9.01(f) and (h) of the Plan shall be deleted and Section 9.01(g) of the Plan shall be relettered as Section 9.01(f).

     2. Section 9.02(c)(v) of the Plan shall be deleted and the following shall be substituted therefor:

“(v) A lump sum payable (i) on or after Retirement Age, (ii) upon Total and Permanent Disability, or (iii) on or after Early Commencement Age (provided, however, that such Member may elect to receive the Vested Interest in his Account which is invested in the common stock of the Company distributed in the form of whole shares of such stock with the value of any fractional shares to be paid in cash); or”

2

     3. Section 9.03(c)(i) of the Plan shall be deleted and the following shall be substituted therefor:

“(i) A lump sum payment (provided, however, that such Member’s Beneficiary may elect to receive the portion of such Member’s Account which is invested in the common stock of the Company distributed in the form of whole shares of such stock with the value of any fractional shares to be paid in cash); or”

V. Effective for Limitation Years beginning on or after January 1, 2000, Sections 2.2, 2.4, 2.5, 2.8, 2.11, 2.12, and 3.3 of the Original Appendix A shall be deleted and such Section numbers shall be reserved.

VI. Effective January 1, 2001, the Original Appendix A to the Plan, as amended as provided above, shall be deleted and the attached Appendix A shall be substituted therefor.

VII. As amended hereby, the Plan is specifically ratified and reaffirmed, effective for all purposes as provided above.

     EXECUTED, this 15th day of September, 2002, effective for all purposes as provided above.

COOPER CAMERON CORPORATION
By:	/s/ Jane Crowder
	Name:	Jane Crowder
	Title:	VP, Human Resources

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APPENDIX A

SECTION 415 LIMITATIONS

     Section 1. Application. The provisions set forth in this Appendix A are intended solely to comply with the requirements of Section 415 of the Code, as amended, and shall be interpreted, applied, and if and to the extent necessary, deemed modified without further formal language so as to satisfy solely the minimum requirements of said Section. For such purposes, the limitations of Section 415 of the Code, as amended, are hereby incorporated by reference and made part hereof as though fully set forth herein, but shall be applied only to particular Plan benefits in accordance with the provisions of this Appendix A, to the extent such provisions are not consistent with Section 415 of the Code. If there is any discrepancy between the provisions in this Appendix A and the provisions of Section 415 of the Code, such discrepancy shall be resolved in such a way as to give full effect to the provisions of Section 415 of the Code.

     Section 2. Definitions. For purposes of this Appendix, the following terms and phrases shall have these respective meanings:

     (a) “Annual Additions” of a Member for any Limitation Year shall mean the total of (A) the Company contributions, Tax Deferred Savings Contributions, and forfeitures, if any, allocated to such Member’s Accounts for such year, (B) Member’s contributions, if any, (excluding any Rollover Contributions) for such year, and (C) amounts referred to in Sections 415(l)(1) and 419A(d)(2) of the Code.

     (b) “415 Compensation” shall mean the total of all amounts paid by the Company to or for the benefit of a Member for services rendered or labor performed for the Company which are required to be reported on the Member’s federal income tax withholding statement or statements (Form W-2 or its subsequent equivalent), subject to the following adjustments and limitations:

     (1) The following shall be included:

     (A) Elective deferrals (as defined in Section 402(g)(3) of the Code) from compensation to be paid by the Company to the Member;

     (B) Any amount which is contributed or deferred by the Company at the election of the Member and which is not includable in the gross income of the Member by reason of Section 125 or 457 of the Code; and

     (C) Any amounts that are not includable in the gross income of a Member under a salary reduction agreement by reason of the application of Section 132(f) of the Code.

     (c) “Limitation Year” shall mean the Plan Year.

A-1

     (d) “Maximum Annual Additions” of a Member for any Limitation Year, shall mean the lesser of (1) $30,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code) or (2) 25% of such Member’s 415 Compensation during such Limitation Year, except that the limitation in this Clause (2) shall not apply to any contribution for medical benefits (within the meaning of Section 419A(f)(2) of the Code) after separation from service with the Company or a Controlled Entity that is otherwise treated as an Annual Addition or to any amount otherwise treated as an Annual Addition under Section 415(l)(1) of the Code.

     Section 3. Limitations and Corrections. Contrary Plan provisions notwithstanding, in no event shall the Annual Additions credited to a Member’s Account for any Limitation Year exceed the Maximum Annual Additions for such Members for such year. If as a result of allocation of forfeitures, a reasonable error in estimating a Member’s compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Section 402(g)(3) of the Code) that may be made with respect to any individual under the limits of Section 415 of the Code, or because of other limited facts and circumstances, the Annual Additions that would be credited to a Member’s Account for a Limitation Year would nonetheless exceed the Maximum Annual Additions for such Member for such year, the excess Annual Additions which, but for this Appendix, would have been allocated to such Member’s Account shall be disposed of as follows:

     (a) First, any such excess Annual Additions in the form of Tax Deferred Savings Contributions on behalf of such Member shall be distributed to such Member, adjusted for income or loss allocated thereto; and

     (b) Next, any such excess Annual Additions in the form of Company contributions and forfeitures shall, to the extent such amounts would otherwise have been allocated to such Member’s Account, be treated as a forfeiture.

     Section 4. Multiple Plans. For purposes of determining whether the Annual Additions under this Plan exceed the limitations herein provided, all defined contribution plans of the Company are to be treated as one defined contribution plan. In addition, all defined contribution plans of Controlled Entities shall be aggregated for this purpose. For purposes of this Appendix only, a “Controlled Entity” (other than an affiliated service group member within the meaning of Section 414(m) of the Code) shall be determined by application of a more than 50% control standard in lieu of an 80% control standard. If the Annual Additions credited to a Member’s Account for any Limitation Year under this Plan plus the additions credited on his behalf under other defined contribution plans required to be aggregated pursuant to this Section would exceed the Maximum Annual Additions for such Member for such Limitation Year, the Annual Additions under this Plan and the additions under such other plans shall be reduced on a pro rata basis and allocated, reallocated, or returned in accordance with applicable plan provisions regarding Annual Additions in excess of Maximum Annual Additions.

     Section 5. Contribution Adjustments. If the limitations set forth in this Appendix would not otherwise be met for any Limitation Year, the Tax Deferred Savings Contributions elections of affected Members may be reduced by the Company on a temporary and prospective basis in such manner as the Company shall determine.

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APPENDIX B

HISTORICAL COLLECTIVELY BARGAINED
CONTRIBUTION RATES

     Pursuant to the collective bargaining agreement covering the Eligible Employees, effective January 1, 1995, Tax Deferred Savings Contributions made by Members pursuant to Section 17.01 of the Plan were limited to $1.50 per Contribution Hour.

     Pursuant to the collective bargaining agreement covering the Eligible Employees:

     1. Effective as of November 4, 1996, the limitation on Tax Deferred Savings Contributions made by Members pursuant to Section 17.01 of the Plan was raised to $2.00 per Contribution Hour.

     2. The Company contribution rates contained in Section 3.02 of the Plan were changed to the following rates for the following effective dates:

Effective Date of Contribution Rate	Contribution Rate
On and after July 29, 1996 but before November 4, 1996	$	.65
On and after November 4, 1996 but before July 27, 1998	$	.75
On and after July 27, 1998 but before July 26, 1999	$	.80
On and after July 26, 1999	$	.85

B-1

Exhibit 10.36

SIXTH AMENDMENT TO THE
INDIVIDUAL ACCOUNT RETIREMENT
PLAN FOR BARGAINING UNIT EMPLOYEES AT THE
COOPER CORPORATION BUFFALO, NEW YORK PLANT

     WHEREAS, Cooper Cameron Corporation (the “Company”) and other Employers have heretofore adopted the Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant (As Amended and Restated Effective January 1, 1995) (the “Plan”); and

     WHEREAS, the Company desires to amend the Plan on behalf of itself and all Employers to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), with such amendments intended as good faith compliance with the requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder; and

     WHEREAS, the Company also desires to amend the Plan on behalf of itself and all Employers with respect to certain new claims procedure rules based upon regulations issued by the Department of Labor; and

     WHEREAS, the Company also desires to amend the plan on behalf of itself and all Employers with respect to minimum distribution requirements utilizing the model amendments provided under Revenue Procedure 2002-29;

     NOW, THEREFORE, the Plan shall be amended as follows and such amendments shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of such amendments:

     1. Effective with respect to distributions made from the Plan after December 31, 2001, Section 1.01(16) of the Plan shall be deleted and the following shall be substituted therefor:

“(16) Eligible Retirement Plan: Any of: an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified plan described in Section 401(a) of the Code, which, under its provisions does, and under applicable law may, accept an Eligible Rollover Distribution, an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for the amounts transferred into such plan from this Plan. The definition of Eligible Retirement Plan shall also

apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.”

     2. Effective with respect to distributions made from the Plan after December 31, 2001, the following shall be added to Section 1.01(17) of the Plan:

“Notwithstanding the foregoing or any other provision of the Plan, (A) any amount that is distributed from the Plan on account of hardship shall not be an Eligible Rollover Distribution and the distributee may not elect to have any portion of such a distribution paid directly to an Eligible Retirement Plan and (B) a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includable in gross income; provided, however, that such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable.”

     3. Effective with respect to distributions made from the Plan after December 31, 2001, the following new Paragraph (g) shall be added to Section 9.01 of the Plan:

          “(g) Notwithstanding the provisions of the Plan regarding availability of distributions from the Plan upon ‘termination of employment,’ a Member’s Accounts shall be distributed on account of the Member’s ‘severance from employment’ as such term is used in Section 401(k)(2)(B)(i)(I) of the Code. Distributions permitted under the Plan upon a Member’s ‘severance from employment’ pursuant to the preceding sentence shall apply for distributions after December 31, 2001 regardless of when the severance from employment occurred.”

     4. Effective for Plan benefit claims filed after December 31, 2001, Section 10.04 of the Plan shall be deleted and the following shall be substituted therefor:

          “10.04 Claims Procedures. Claims for Plan benefits and reviews of Plan benefit claims which have been denied or modified will be processed in accordance with the written Plan claims procedures established by the Cooper Cameron Corporation Plans Administration Committee, which procedures are hereby incorporated by reference as a part of the Plan and may be amended from time to time by such committee.”

     5. Effective as of January 1, 2002, the first sentence of Section 17.01 of the Plan shall be deleted and the following shall be substituted therefor:

          “A Member may elect, in accordance with the procedures and within the time period prescribed by the Plan Administrator, to have Tax Deferred Savings

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Contributions in $.10 increments, made on his behalf to the Plan by his Employer and credited to his Account; provided, however, that such amount shall not be less than $.10 per Contribution Hour nor more than $2.50 per Contribution hour and in no event shall such Tax Deferred Savings Contributions under the Plan and all other qualified plans maintained by the Employer or any Controlled Entity on behalf of any Member for any calendar year exceed the dollar limitation contained in Section 402(g) of the Code) in effect for such calendar year.”

     6. Effective as of January 1, 2002, the reference to “$150,000” in Section 17.03 of the Plan shall be deleted and the reference to “$200,000” shall be substituted therefor.

     7. Effective as of January 1, 2002, the following shall be added to Section 17.03 of the Plan:

“The foregoing notwithstanding, the multiple use test described in Treasury regulation § 1.401(m)-2 shall not apply for Plan Years beginning after December 31, 2001.”

     8. Effective as of January 1, 2002, Section 2(d) of Appendix A of the Plan shall be deleted and the following shall be substituted therefor:

          “(d) ‘Maximum Annual Additions’ of a Member for any Limitation Year shall mean the lesser of (a) $40,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code) or (B) 100% of such Member’s 415 Compensation during such Limitation Year, except that the limitation in this Clause (B) shall not apply to any contribution for medical benefits (within the meaning of Section 419A(f)(2) of the Code) after separation from service with the Employer or a Controlled Entity that is otherwise treated as an Annual Addition or to any amount otherwise treated as an Annual Addition under Section 415(l)(1) of the Code.”

     9. Effective as of January 1, 2003, Section 1.01(34) shall be deleted and the following shall be substituted therefor:

“(34) Total and Permanent Disability: A Member shall be considered totally and permanently disabled if such Member has been determined to be disabled under any Company-sponsored long-term disability plan, or if such Member is not eligible for coverage under any such plan, then such Member shall be considered totally and permanently disabled if such Member has been determined eligible to receive Social Security disability benefits under the federal Social Security Act. A Member shall cease to be Permanently and Totally Disabled for purposes of the Plan as of the date he ceases to be eligible for such benefits.”

     10. Effective as of January 1, 2003, Section 7.01 of the Plan shall be deleted, Section 7.02 of the Plan shall be renumbered as Section 7.01 of the Plan, and the phrase “, as certified by the Local Administrative Committee,” shall be deleted from the newly-renumbered Section 7.01.

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     11. Effective as of January 1, 2003, the following new Section 9.01A shall be added to Article IX of the Plan:

          “9.01A Minimum Distribution Requirements.

          (a) The provisions of this Section 9.01A will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 Distribution Calendar Year.

          (b) The requirements of this Section 9.01A will take precedence over any inconsistent provisions of the Plan.

          (c) All distributions required under this Section 9.01A will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

          (d) Notwithstanding the other provisions of this Section 9.01A, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

          (e) The Member’s entire interest will be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date. If the Member dies before distributions begin, the Member’s entire interest will be distributed, or begin to be distributed, no later than as follows:

               (1) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70½, if later.

               (2) If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

               (3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

               (4) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to the surviving spouse begin, this Paragraph (disregarding item (1) above), will apply as if the surviving spouse were the Member.

-4-

For purposes of this Paragraph (e) and Paragraph (g) below, unless item (4) above applies, distributions are considered to begin on the Member’s Required Beginning Date. If item (4) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under item (1) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving spouse before the date distributions are required to begin to the surviving spouse under item (1) above), the date distributions are considered to begin is the date distributions actually commence. Unless the Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Paragraphs (f) and (g) of this Section 9.01A, whichever is applicable. If the Member’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

          (f) During the Member’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

               (1) the quotient obtained by dividing the Member’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

               (2) if the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the Member’s spouse, the quotient obtained by dividing the Member’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s and spouse’s attained ages as of the Member’s and spouse’s birthdays in the Distribution Calendar Year.

Required minimum distributions will be determined under this Paragraph (f) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

          (g) If the Member dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the longer of the remaining Life Expectancy of the Member or the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as follows:

               (1) The Member’s remaining Life Expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

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               (2) If the Member’s surviving spouse is the Member’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Member’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

               (3) If the Member’s surviving spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Designated Beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent year.

If the Member dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

     (h) If the Member dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as provided in item (1), (2) or (3) of Paragraph (g), whichever is applicable. If the Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death. If the Member dies before the date distributions begin, the Member’s surviving spouse is the Member’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under item (1) of Paragraph (e), this Paragraph (h) will apply as if the surviving spouse were the Member. Notwithstanding the foregoing, if the Member dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Paragraph (e) above but the Member’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Member’s death. If the Member’s surviving spouse is the Member’s sole Designated Beneficiary and the surviving spouse dies after the Member but before distributions to either the Member or the surviving spouse begin, this Paragraph will apply as if the surviving spouse were the Member.

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          (i) For purposes of this Section 9.01A, the following terms and phrases shall have these respective meanings:

               (1) Designated Beneficiary: The individual who is designated as a Member’s Beneficiary under Section 6.02 of the Plan and is a Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

               (2) Distribution Calendar Year: A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Paragraph (e). The required minimum distribution for the Member’s first Distribution Calendar Year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

               (3) Life Expectancy. Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

               (4) Member’s Account Balance. The balance in a Member’s Accounts as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Member’s Accounts as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. A Member’s Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

               (5) Requiring Beginning Date. With respect to a Member or Beneficiary, the date described in Section 9.01(d) of the Plan.”

     12. Effective with respect to distributions made after December 31, 2002, the following shall be added to Section 9.04:

“For purposes of this Section 9.04 and Section 17.07, the value of a Member’s Vested Interest in his Account Balance shall be determined without regard to that portion of his Account Balance which is attributable to Rollover Contributions (and earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4),

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403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16) of the Code. If the value of a Member’s Vested Interest in his Account Balance as so determined is $5,000 or less, the Member’s entire nonforfeitable Account Balance (including amounts attributable to such Rollover Contributions) shall be distributed pursuant to this Section 9.04 and Section 17.07.”

     13. Effective with respect to distributions made from the Plan after December 31, 2002, the phrase “(valued in the manner provided in Section 9.04)” shall be added after the monetary amount “$5,000” contained in Section 17.07 of the Plan.

     14. As amended hereby, the Plan is specifically ratified and reaffirmed.

     IN WITNESS WHEREOF, the party has caused these presents to be executed this 19^th day of December, 2002, effective for all purposes as provided above.

COOPER CAMERON CORPORATION
By:	/s/ Jane Crowder
	Name:	Jane Crowder
	Title:	VP, Human Resources

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Exhibit 10.36

SEVENTH AMENDMENT TO
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION
BUFFALO, NEW YORK PLANT

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT (the “Plan”) for the benefit of its eligible employees; and

     WHEREAS, the Company desires to amend the Plan to provide for an increase in the rate of Company Contributions under the Plan and to allow Members to make catch-up contributions as permitted under the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), with the amendments required to implement catch-up contributions under the Plan intended as good faith compliance with the requirements of EGTRRA and to be construed in accordance with EGTRRA and the guidance issued thereunder;

     NOW, THEREFORE, the Plan is hereby amended as follows:

I. Effective July 28, 2003, the table containing contribution rates contained in Section 3.02 of the Plan shall be deleted and the following shall be substituted therefor:

“Effective Date of Contribution Rate	Contribution Rate
On and after July 26, 1999 but before July 31, 2000	$	.85
On and after July 31, 2000 but before July 30, 2001	$	.90
On and after July 30, 2001 but before July 29, 2002	$	.95
On and after July 29, 2002 but before July 28, 2003	$	1.00
On and after July 28, 2003	$	1.10	”

II. Effective as of September 1, 2003:

     1. The parenthetical “(including catch-up contributions)” shall be inserted after the phrase “Tax Deferred Savings Contributions” in Section 4.01 of the Plan.

     2. The phrase “, including catch-up contributions,” shall be inserted after the phrase “Tax Deferred Savings Contributions” in Sections 8.02(a), 11.02(a), 17.02, 17.05, 17.06, and 17.07 of the Plan.

     3. The following paragraph shall be added to Section 17.01 of the Plan:

“All employees who are eligible to make Tax Deferred Savings Contributions under this Plan, as described in the paragraph above, and who have attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Section 402(g) of the Code, as described in the paragraph above, and Section 415 of the Code, as described in Appendix A of the Plan. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. This paragraph shall apply to contributions made after August 30, 2003.”

     4. The following sentence shall be added to Section 17.04 of the Plan:

“The foregoing shall not apply to catch-up contributions made pursuant to Section 17.01 of the Plan and Section 414(v) of the Code.”

     5. The following sentence shall be added to Section 1 of Appendix A of the Plan:

“The limitation provisions of this Appendix A do not apply to catch-up contributions made pursuant to Section 17.01 of the Plan and Section 414(v) of the Code.”

III. As amended hereby, the Plan is specifically ratified and reaffirmed, effective for all purposes as provided above.

     EXECUTED, this 28th day of August, 2003, effective for all purposes as provided above.

COOPER CAMERON CORPORATION
By:	/s/ Jane L. Crowder
	Name:	Jane L. Crowder
	Title:	VP, Human Resources

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Exhibit 10.36

EIGHTH AMENDMENT TO
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION
BUFFALO, NEW YORK PLANT

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT (the “Plan”) for the benefit of its eligible employees; and

     WHEREAS, the Company desires to amend the Plan to incorporate Plan provisions reflecting Members’ and Beneficiaries’ rights to vote shares of Company Stock held in their Accounts under the Plan;

     NOW, THEREFORE, the Plan is hereby amended as follows, effective as of January 1, 1997:

I. A new Section 1.01(9A) shall be added to the Plan as follows:

“(9A) Company Stock: The common stock of Cooper Cameron Corporation.

II. A new Section 1.01(9B) shall be added to the Plan as follows:

“(9B) Company Stock Fund: The investment fund established to invest in Company Stock and maintained pursuant to the provisions of Section 11.01(a).”

III. A new Section 11.01A shall be added to the Plan as follows:

     “11.01A Company Stock Fund. The Company shall cause the Company Stock Fund to be established and maintained at all times under the Plan pursuant to Section 11.01(a). Except as specifically provided otherwise, the assets of the Company Stock Fund shall be invested by the Funding Agent solely in Company Stock; provided, however, that the Company Stock Fund may hold an amount of cash to the extent required in lieu of holding fractional shares of Company Stock. The Funding Agent shall receive Company Stock from the Company or purchase Company Stock in the market; provided, however, that any such purchase shall be made only in exchange for fair market value as determined by the Funding Agent .”

IV. A new Section 11.04 shall be added to the Plan as follows:

     “11.04 Voting of Company Stock in the Company Stock Fund. Each Member or Beneficiary who has shares of Company Stock allocated to his Account shall be a named fiduciary with respect to the voting of Company Stock held thereunder and shall have the following powers and responsibilities:

(a)

Prior to each annual or special meeting of the shareholders of the Company, the Company shall cause to be sent to each Member and Beneficiary who has Company Stock allocated to his Account and invested in the Company Stock Fund under the Plan a copy of the proxy solicitation material therefor, together with a form requesting confidential voting instructions, with respect to the voting of such Company Stock as well as the voting of Company Stock for which the Funding Agent does not receive instructions. Each such Member and/or Beneficiary shall instruct the Funding Agent to vote the number of such uninstructed shares of Company Stock equal to the proportion that the number of shares of Company Stock allocated to his Account and invested in the Company Stock Fund bears to the total number of shares of Company Stock in the Plan for which instructions are received. Upon receipt of such a Member’s or Beneficiary’s instructions, the Funding Agent shall then vote in person, or by proxy, such shares of Company Stock as so instructed.

(b)

The Company shall cause the Funding Agent to furnish to each Member and Beneficiary who has Company Stock allocated to his Account and invested in the Company Stock Fund under the Plan notice of any tender or exchange offer for, or a request or invitation for tenders or exchanges of, Company Stock made to the Funding Agent. The Funding Agent shall request from each such Member and Beneficiary instructions as to the tendering or exchanging of Company Stock allocated to his Account and invested in the Company Stock Fund and the tendering or exchanging of Company Stock for which the Funding Agent does not receive instructions. Each such Member shall instruct the Funding Agent with respect to the tendering or exchanging of Company Stock for which the Funding Agent does not receive instructions. Each such Member shall instruct the Funding Agent with respect to the tendering or exchanging of the number of such uninstructed shares of Company Stock equal to the proportion that the number of the shares of Company Stock allocated to his Account and invested in the Company Stock Fund bears to the total number of shares of Company Stock in the Plan for which instructions are received. The Funding Agent shall provide Members and Beneficiaries with a reasonable period of time in which they may consider any such tender or exchange offer for, or request or invitation for tenders or exchanges of, Company Stock made to the Funding Agent. Within the time

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	specified by the Funding Agent, the Funding Agent shall tender or exchange such Company Stock as to which the Funding Agent has received instructions to tender or exchange from Members and Beneficiaries.
(c)	Instructions received from Members and Beneficiaries by the Funding Agent regarding the voting, tendering, or exchanging of Company Stock shall be held in strictest confidence and shall not be divulged to any other person, including officers or employees of the Company, except as otherwise required by law, regulation or lawful process.”

V. As amended hereby, the Plan is specifically ratified and reaffirmed, effective for all purposes as provided above.

     EXECUTED, this 17th day of December, 2004, effective for all purposes as provided above.

COOPER CAMERON CORPORATION
By:	/s/ Jane Schmitt
	Name:	Jane Schmitt
	Title:	VP, Human Resources

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EX-10.38

Exhibit 10.38

FIRST AMENDMENT
TO THE
COOPER CAMERON CORPORATION
SAVINGS-INVESTMENT PLAN FOR HOURLY EMPLOYEES

     WHEREAS, effective as of January 1, 1995, Cooper Cameron Corporation (hereinafter referred to as the “Company”) assumed the sponsorship of the Cameron Iron Works USA, Inc. Savings-Investment Plan for Hourly Employees and renamed said plan the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees (hereinafter referred to as the “Plan”); and

     WHEREAS, the Plan is maintained for the benefit of employees of the Company at its Oil Tool Division represented by South Texas District Lodge 37, International Association of Machinists and Aerospace Workers (hereinafter referred to as the “Union”); and

     WHEREAS, the Company and the Union have agreed to make certain revisions to the Plan with respect to the provisions relating to loans and withdrawals;

     NOW, THEREFORE, effective as of April 1,1995, the Plan is hereby amended in the respects hereinafter set forth.

     1. Section 7.1 of the Plan is hereby amended to provide as follows:

     7.1 Loans. Any Participant of the Plan may elect to borrow from his Employee Before-Tax Contribution Account and his Employee After-Tax Contribution Account pursuant to the provisions of this Section 7.1. Loans shall be made available to Participants on a reasonably equivalent basis and shall not be made available to Highly Compensated Employees in an amount greater than the amount made available to other Participants. No loan to any Participant shall be made to the extent that such loan would exceed 50% of the Participant’s total vested balance in his Separate Account; provided, however, that no loan shall be greater than $50,000 minus the highest outstanding plan loan balance of the Participant during the preceding 12 months. In addition to such rules as the Company may adopt, all loans shall comply with the following terms and conditions:

     (i) An application for a loan by a Participant shall be made in writing to the Company,

     (ii) The period of repayment for any loan shall be determined by mutual agreement of the Company and the borrowing Participant, but such period shall be one, two, three, four or five years.

     (iii) Each loan shall be made against collateral, being a security interest in the Participant’s entire right, title and interest in and to his total vested balance of his Separate Account, supported by the Participant’s promissory note for the amount of the loan, including interest, payable to the order of the Trustee.

     (iv) Each loan shall bear interest at a reasonable rate to be fixed, from time to time, in accordance with procedures adopted by the Company.

     (v) A Participant may have no more than one loan outstanding at any time, and a period of six months must have elapsed from the repayment of a loan by a Participant before another loan shall be made to said Participant.

     (vi) A loan shall be made in $100 increments, provided, however, that no loan shall be less than $1,000.

     (vii) The method of repayment shall be by payroll deduction, which, to the extent permitted by law, shall be irrevocable until the loan has been repaid in full, and full lump sum repayment will be allowed without penalty at the end of any month. In the event that a Participant is no longer subject to payroll deductions for any reason, including but not limited to termination of employment, retirement, disability or authorized leave of absence, the Participant shall be required to continue to make all loan payments when due.

     (viii) Loans shall be made on a pro-rata basis from the Participant’s Employee Before-Tax Contribution Account and Employee After-Tax Contribution Account,

     (ix) Repayments of loans shall be made to the Participant’s Separate Account in accordance with his current applicable investment election.

     (x) In the event of death or default, the Participant will be deemed to have received a distribution of his Employee After-Tax Contribution Account, and his Employee Before-Tax Contribution Account, to repay the entire unpaid principal balance plus interest accrued.

     2. Section 7.2 of the Plan is hereby amended to provide as follows:

     7.2 Withdrawal of Employee After-Tax Contributions and Employer Matching Contributions. Any Participant who has vested interest in his Employer Matching Contribution Account may withdraw all, but no less than all, of the balance in his Employee After-Tax

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Contribution Account and his Employer Matching Contribution Account. Any Participant who does not have a vested interest in his Employer Matching Contribution Account may withdraw all, but not less than all, of the balance in his Employee After-Tax Contribution Account. Either of such withdrawals shall be requested at least ten days prior to the date thereof by notifying the Company in writing and such withdrawal may be made only as of the last day of a calendar month. In the event that a Participant makes such a withdrawal, he shall not be permitted to make any contributions to his Employee After-Tax Contribution Account or Employee Before-Tax Contribution Account for a period of at least six months following the date of such withdrawal. If a Participant makes a withdrawal pursuant to this Section 7.2, he may not make another such withdrawal until he has resumed his Employee After-Tax Contributions and/or Employee Before-Tax Contributions for at least twelve months.

Executed at Houston, Texas, this 14 day of October, 1995.

COOPER CAMERON CORPORATION
By:	/s/ Jane L. Crowder
	Title: Director, Compensation & Benefits

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Exhibit 10.38

SECOND AMENDMENT
TO THE
COOPER CAMERON CORPORATION
SAVINGS-INVESTMENT PLAN FOR HOURLY EMPLOYEES

     WHEREAS, effective as of January 1, 1995, Cooper Cameron Corporation (hereinafter referred to as the “Company”) assumed the sponsorship of the Cameron Iron Works USA, Inc. Savings-Investment Plan for Hourly Employees and renamed said plan the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees (hereinafter referred to as the “Plan”); and

     WHEREAS, the Plan is maintained for the benefit of employees of the Company at its Oil Tool Division represented by South Texas District Lodge 37, International Association of Machinists and Aerospace Workers (hereinafter referred to as the “Union”); and

     WHEREAS, the Plan has been amended and restated to comply with the provisions of the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of 1986 and subsequent tax legislation; and

     WHEREAS, the Plan has been amended on one occasion;

     WHEREAS, in order to receive a favorable determination letter from the Internal Revenue Service with respect to the qualification of the Plan, the Plan must be amended in certain respects;

     NOW, THEREFORE, effective as of July 1, 1992, the Plan is hereby amended in the respects hereinafter set forth.

     1. Subparagraph (ii) of Section 4.12 of the Plan is hereby amended to provide as follows:

     (ii) Such Participant’s compensation as defined in Paragraph (d) of Section A.1 of Appendix A (including, however, any deferrals not includible in gross income under Section 125, 402(e)(3), 402(h) or 403(b) of the Code) for the Plan Year.

     2. Section 4.12 of the Plan is hereby amended by the deletion of the third sentence and the immediately following parenthetical sentence thereof.

     3. Section 7.2 of the Plan is hereby amended by the revision of the sixth sentence thereof to provide:

In the event a Participant who does not have a vested interest in his Employer Matching Contribution Account withdraws the balance in his Employee After-Tax Contribution Account, the balance of his Employer

Matching Contribution Account shall be forfeited, if any portion of his Employee After-Tax Contribution Account so withdrawn was attributable to mandatory contributions as defined in Section 41l(c)(2)(C) of the Code, and such forfeiture shall be applied to the next Employer Matching Contribution obligation of the Employer.

Executed at Houston, Texas, this 22nd day of September, 1997.

COOPER CAMERON CORPORATION
By:	/s/ Franklin Myers
	Title: Sr. Vice President

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Exhibit 10.38

THIRD AMENDMENT TO
COOPER CAMERON CORPORATION
SAVINGS INVESTMENT PLAN
FOR HOURLY EMPLOYEES

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the COOPER CAMERON CORPORATION SAVINGS INVESTMENT PLAN FOR HOURLY EMPLOYEES (the “Plan”) for the benefit of its eligible employees; and

     WHEREAS, the Company desires to amend the Plan to incorporate certain revisions required by recent legislative developments and to make certain other changes to the Plan;

     NOW, THEREFORE, the Plan is hereby amended as follows:

I. Effective as of December 12, 1994, the following new Section 13.7 of the Plan shall be added to Article XIII of the Plan:

     “13.7 Uniformed Services Employment and Reemployment Rights Act Requirements Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code.”

II. Effective as of January 1, 1995, Appendix A of the Plan shall be deleted and the attached Appendix A shall be substituted therefor.

III. Effective as of April 1, 1996:

1.	Section 1.1(37) of the Plan shall be deleted.
2.	Section 6.1 of the Plan shall be deleted and the following shall be substituted therefor:

          “6.1 Crediting of Contributions. All amounts contributed as Employee Before-Tax Contributions, Employee After-Tax Contributions, and Employer Matching Contributions shall be credited to the appropriate Separate Account of each Participant and invested as soon as administratively feasible following their receipt by the Trustee.”

3. Section 6.2 of the Plan shall be deleted and the following shall be substituted therefor:

          “6.2 Valuation of Participant’s Interest. The balance of each Participant’s Separate Account shall reflect the result of daily pricing of

the assets in which such Account is invested from the time of receipt by the Trustee until the time of distribution.”

4.	Section 6.3 of the Plan shall be deleted.
5.	The first sentence of Section 8.4 of the Plan shall be deleted and the following shall be substituted therefor:
	“Distribution of the entire balance of the Participant’s Separate Accounts as of his Settlement Date shall be made in the manner hereinafter set forth.”
6.	The following phrase shall be added at the end of subparagraph (a) of Section 8.4 of the Plan:
	“(provided, however, that such Participant or Beneficiary may elect to receive the vested portion of his Account that is invested in the common stock of the Company distributed in the form of whole shares of such stock with the value of any fractional shares to be paid in cash).”
7.	The phrase “prior to age 70 1/2” contained in the first sentence of subparagraph (b) of Section 8.4 shall be deleted and the following shall be substituted therefor:
	“(provided, however, that such Participant or Beneficiary may elect to receive the vested portion of his Account that is invested in the common stock of the Company distributed in the form of whole shares of such stock with the value of any fractional shares to be paid in cash).”
8.	Subparagraph 4(i) of Section 8.5 of the Plan (under the heading “Mandatory Distribution Values of a Participant’ shall be deleted and the following shall be substituted therefor:

“(i) The balance of the Participant’s Separate Account as of the last day in the calendar year immediately preceding the distribution calendar year.”

9.

A new Section 10.7 of the Plan shall be added as follows:

“Section 10.7 Payment of Expenses. All expenses incident to the administration of the Plan and Trust, including but not limited to, legal, accounting, Trustee fees, direct expenses of the Employer and the Plan Administrator in the administration of the Plan, and the cost of furnishing any bond or security required of the Plan Administrator shall be paid by the Trustee from the Trust, and, until paid, shall constitute a claim against the Trust which is paramount to the claims of Participants and Beneficiaries; provided, however, that (a) the obligation of the Trustee to pay such expenses from the Trust shall cease to exist to the extent such expenses are paid by the

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Company and (b) in the event the Trustee’s compensation is to be paid, pursuant to this Section, from the Trust, any individual serving as Trustee who already receives full-time pay from an Employer or an association of Employers whose employees are Participants, or from an employee organization whose members are Participants, shall not receive any additional compensation for serving as Trustee. This Section shall be deemed to be a part of any contract to provide for expenses of Plan and Trust administration, whether or not the signatory to such contract is, as a matter of convenience, the Company.”

10. Subparagraph (a) of Section 12.3 of the Plan shall be deleted and the following shall be substituted therefor:

     “(a) As of the termination date, any previously unallocated contributions, forfeitures, and net income (or net loss) shall be allocated among the Separate Accounts of the Participants as of such date according to the provisions of Article VI. Thereafter, the net income (or net loss) shall continue to be allocated to the Accounts of the Participants until the balances of the Accounts are distributed.

IV. Effective as of January 1, 1997:

1. Section 1.1(7) of the Plan shall be deleted and the following shall be substituted therefor:

     “(7) The term “Eligible Earnings” shall mean the compensation within the meaning of Section 415(c)(3) of the Code, subject to the provisions of section 414(q)(6), paid during a Plan Year by the Employer to a Participant while a Participant, including all base earnings computed on straight time hourly rates for work performed, excluding however, shift differential, leaderman pay, trainer pay, overtime pay, bonuses, incentive or other supplemental pay, and any Before-Tax Contributions contributed under the Plan or any other extraordinary compensation with respect to such Participant during such Plan Year and elective Employer Contributions made on behalf of a Participant that are not includable in gross income under Section 125, Section 402(a)(8), Section 402(h) and Section 403(b) of the Code, but excluding reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation (other than Employee Before-Tax Contributions), and welfare benefits. Notwithstanding the foregoing, the Eligible Earnings of a Participant taken into account for purposes of the Plan shall be limited to $170,000 for any Plan Year, with such limitation to be: (a) adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code; and (b) prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.”

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2. Section 1.1(23) of the Plan shall be deleted and the following shall be substituted therefor:

     “(23) The term “Highly Compensated Employee” shall mean each Employee who performs services during the Plan Year for which the determination of who is highly compensated is being made (the “Determination Year”) and who:

(a) Is a five-percent owner of the Employer (within the meaning of section 416(i)(1)(A)(iii) of the Code) at any time during the Determination Year or the twelve-month period immediately preceding the Determination Year (the “Look-Back Year”); or

(b) Receives compensation (within the meaning of section 414(q)(4) of the Code; “compensation” for purposes of this Paragraph) in excess of $80,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustments authorized by section 414(q)(1) of the Code) during the Look-Back Year and is a member of the top 20% of Employees for the Look-Back Year (other than Employees described in section 414(q)(5) of the Code) ranked on the basis of compensation received during the year.

For purposes of the preceding sentence, (i) all employers aggregated with the Employer under section 414(b), (c), (m), or (o) of the Code shall be treated as a single employer and (ii) a former Employee who had a separation year (generally, the Determination Year such Employee separates from service) prior to the Determination Year and who was an active Highly Compensated Employee for either such separation year or any Determination Year ending on or after such Employee’s fifty-fifth birthday shall be deemed to be a Highly Compensated Employee. To the extent that the provisions of this Paragraph are inconsistent or conflict with the definition of a “highly compensated employee” set forth in section 414(q) of the Code and the Treasury regulations thereunder, the relevant terms and provisions of section 414(q) of the Code and the Treasury regulations thereunder shall govern and control.”

3. Section 1.1(26)(b) of the Plan shall be deleted and the following shall be substituted therefor:

“(b) such services are performed under primary direction or control by the Recipient; and”

4. Section 4.11 of the Plan shall be deleted and the following shall be substituted therefor:

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     “4.11 Limitation on Employer Matching Contributions and Employee After-Tax Contributions. Notwithstanding any other provision of the Plan to the contrary, the Company shall take such action as it deems appropriate to limit the amount of Employee After-Tax Contributions, Employer Matching Contributions, and qualified nonelective contributions made by or on behalf of each Highly Compensated Employee each Plan Year under the Plan to the extent necessary to insure that the contribution percentage requirement under Section 401(m) of the Code is not exceeded. Such Code Section and Treasury Regulations relating thereto are hereby incorporated into the Plan by reference. Testing performed pursuant to Section 401(m) of the Code shall utilize the current year testing method as such term is defined in Internal Revenue Service Notice 98-1. Anything to the contrary herein notwithstanding, if, for any Plan Year, the sum of the aggregate Employer Matching Contributions and Employee After-Tax Contributions allocated to the Separate Accounts of Highly Compensated Employees exceeds the maximum amount of such Employer Matching Contributions and Employee After-Tax Contributions permitted on behalf of such Highly Compensated Employees pursuant to this Section, an excess amount shall be determined by reducing first, Employee After-Tax Contributions made by, and second, Employer Matching Contributions made on behalf of, Highly Compensated Employees in order of their highest contribution percentages in accordance with Section 401(m)(6)(B)(ii) of the Code and Treasury Regulations thereunder. Once determined, such excess shall be distributed to Highly Compensated Employees in order of the highest dollar amounts contributed by or on behalf of such Highly Compensated Employees in accordance with Section 401(m)(6)(C) of the Code and the Treasury Regulations thereunder (or, if such excess contributions are forfeitable, they shall be forfeited) before the end of the next following Plan Year. Employer Matching Contributions shall be forfeited pursuant to this Section only if distribution of all vested Employer Matching Contributions is insufficient to meet the requirements of this Section. If vested Employer Matching Contributions are distributed to a Participant and nonvested Employer Matching Contributions remain credited to such Participant’s Accounts, such nonvested Employer Matching Contributions shall vest at the same rate as if such distribution had not been made. The income or loss allocable to contributions determined to be excess pursuant to this Section shall be determined by the Company in accordance with applicable rules and regulations. Notwithstanding any distributions pursuant to the foregoing provisions, contributions determined to be excess pursuant to this Section shall be treated as Annual Additions for purposes of Appendix A.”

5. Section 4.12 of the Plan shall be deleted and the following shall be substituted therefor:

     “4.12 Limitation on Employee Before-Tax Contributions. Notwithstanding any other provision of the Plan to the contrary, the

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Company shall take such action as it deems appropriate to limit the amount of Employee Before-Tax Contributions under the Plan made on behalf of each Highly Compensated Employee for each Plan Year to the extent necessary to insure that the actual deferral percentage requirement under Section 401(k) of the Code is not exceeded. This Section 4.12 shall be interpreted, applied, and to the extent necessary, deemed modified without formal amendment thereto so as to satisfy solely the minimum requirements of Section 401(k) of the Code, and the Treasury Regulations regarding such requirements are hereby incorporated into the Plan by reference. The average deferral percentage testing applied under Section 401(k) of the Code shall utilize the current year testing method as such term is defined in Internal Revenue Service Notice 98-1. If, for any Plan Year, the aggregate Employee Before-Tax Contributions under the Plan made by the Company on behalf of Highly Compensated Employees exceeds the maximum amount of Employee Before-Tax Contributions permitted on behalf of such Highly Compensated Employees pursuant to this Section 4.12, an excess amount (hereinafter referred to as ‘Excess Contributions’) shall be determined by reducing Employee Before-Tax Contributions made on behalf of Highly Compensated Employees in order of their highest actual deferral percentages in accordance with Section 401(k)(8)(B)(ii) of the Code and the Treasury regulations thereunder. Once determined, such Excess Contributions shall be distributed to Highly Compensated Employees in order of the highest dollar amounts contributed on behalf of such Highly Compensated Employees in accordance with Section 401(k)(8)(C) of the Code and the Treasury Regulations thereunder before the end of the next following Plan Year. The income or loss allocable to contributions determined to be excess pursuant to this Section shall be determined by the Company in accordance with applicable rules and regulations “

6. Section 8.5 shall be deleted and the following shall be substituted therefor:

     “8.5 Limitation on Commencement of Distribution. Notwithstanding any provision in the Plan to the contrary, all distributions required under this Article VIII shall be determined and made in accordance with the proposed regulations under Section 401(a)(9) of the Code, including the minimum distribution incidental benefit requirements of Section 1.401(a)(9)-2 of the proposed Treasury Regulations. Accordingly, the entire interest of a Participant in his Separate Account must be distributed or must begin to be distributed no later than the Participant’s Mandatory Distribution Date. A Participant’s Mandatory Distribution Date shall be determined as follows:

(i) The Mandatory Distribution Date of a Participant who attains age 70 1/2 on or after January 1, 1988 shall be April 1, 1990, or the first day of April following the calendar year in which the Participant attains age 70 1/2, which ever is later.

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(ii) The Mandatory Distribution Date of a Participant who attains age 70 1/2 before January 1, 1988 shall be the first day of April following the calendar year in which the later of the Participant’s termination of employment or attainment of age 70 1/2 occurs.

If the Participant dies on or after the Participant’s Mandatory Distribution Date, the remaining portion of the Participant’s Separate Account must continue to be distributed at least as rapidly as under the method of distribution in effect at the Participant’s death. If, however, the Participant dies before his Mandatory Distribution Date, distribution of the Participant’s Separate Account must be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.”

V. Effective as of August 5, 1997, the phrase “or Section 401(a)(13) of the Code relating to certain judgments and settlements” shall be added after the phrase “qualified domestic relations orders” in the first sentence of Section 8.7 of the Plan.

VI. Effective as of January 1, 1998, the monetary amount “$3,500” in Section 8.4 of the Plan shall be deleted in each place that it appears and the monetary amount “$5,000” shall be substituted therefor.

VII. Effective as of January 1, 1999:

1. The first sentence of Section 4.1 of the Plan shall be deleted and the following shall be substituted therefor:

“Commencing with the date as of which an Eligible Employee becomes a Participant, such Participant may elect to have Employee Before-Tax Contributions, in integral percentages of 1% to 20% of his Eligible Earnings, made on his behalf to the Plan and credited to his Employee Before-Tax Contribution Account; provided, however, that Employee Before-Tax Contributions and any elective deferrals (as defined in Section 402(g)(3) of the Code) made by a Participant under all other qualified plans maintained by the Company or any Affiliate shall not exceed $10,500 (or such higher dollar amount as shall be in effect for such calendar year in accordance with the adjusted factor prescribed under Sections 402(g)(5) and 415(d) of the Code) during a calendar year.”

2. Section 4.2 of the Plan shall be deleted and the following shall be substituted therefor:

     “4.2 Election to Change or Suspend Employee Before Tax Contributions. A Participant may suspend or change the percentage of his Eligible Earnings which he has contributed on his behalf to the Plan as Employee Before-Tax Contributions in accordance with the procedures and within the time period prescribed by the Plan Administrator; provided,

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however, that such Participant shall be limited to selecting an amount of his Eligible Earnings which does not exceed the limitations specified in Sections 4.1 and 4.12.”

3.	Section 4.4 of the Plan shall be deleted and such Section number shall be reserved.
4.	Section 4.6 of the Plan shall be deleted and the following shall be substituted therefor:

     “4.6 Election to Change or Suspend Employee After-Tax Contributions. Any Participant may suspend or change the percentage of his Employee After-Tax Contributions that he contributes to the Plan in accordance with the procedures and within the time period prescribed by the Plan Administrator; provided, however, that he shall be limited to selecting an amount of his Eligible Earnings which does not exceed the limitations specified in Sections 4.9 and 4.11.”

5.	Section 4.7 of the Plan shall be deleted and such Section number shall be reserved.
6.	Section 5.1 of the Plan shall be deleted and the following shall be substituted therefor:

     “5.1 Funds. The assets of the Plan shall be maintained in the investment fund or funds made available from time to time by the Company in accordance with the selection made by each Participant with respect to the contributions in his Account pursuant to Section 5.4 below.”

7. Section 5.5 of the Plan shall be deleted and the following shall be substituted therefor:

     “5.4 Investment Election.

Any Employee Before-Tax Contributions, Employer Matching Contributions, and any Employee After-Tax Contributions which are credited to a Participant’s Separate Account shall be deposited by the Trustee in such Fund or Funds selected by each Participant in accordance with the provisions of this Section. The Trustee shall have no duty to collect or enforce payment of contributions or inquire into the amount or method used in determining the amount of contributions, and shall be accountable only for contributions received by it.

Each Participant shall designate, in accordance with the procedures established by the Company, the manner in which the amounts allocated to his Separate Account shall be invested from among the Funds. A Participant may designate one of such Funds for all of the contributions to his Separate Account, or he may split the investment of the amounts allocated to such

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Separate Account among such Funds in such increments as the Company may prescribe. If a Participant fails to make a designation of 100% of the contributions to his Separate Account, such nondesignated contributions shall be invested in the Fund or Funds designated by the Company from time to time in a uniform and nondiscriminatory manner.

A Participant may change his investment designation for future contributions to be allocated to his Separate Account. Any such change shall be made in accordance with the procedures established by the Company, and the frequency of such changes may be limited by the Company.

A Participant or former Participant may convert his investment designation with respect to amounts already allocated to his Separate Account that are invested in one of the Funds. Any such conversion shall be made in accordance with the procedures established by the Company, and the frequency of such conversions may be limited by the Company.

Notwithstanding any provision in this Section 5.4 to the contrary, in the event any one or more of the Funds is eliminated as an investment fund by the Company, each Participant and former Participant who has an investment election in effect which designates such investment fund for the investment of amounts allocated to such individual’s Separate Account, shall designate a continuing Fund or Funds made available by the Company for the investment of such amounts; provided, however, that in the event such individual fails to make such a designation, such contributions or amounts shall be invested in a the Fund or Funds designated by the Company in a uniform and nondiscriminatory manner.”

VIII. Effective as of January 1, 2000:

1.	The following sentence shall be added to Section 1.1(10) of the Plan:
	“A distribution from the Employee Before-Tax Contribution Account of a Participant who has not attained age 59 1/2 pursuant to Section 7.3 shall not constitute an Eligible Rollover Distribution.”
2.	The word “or” that appears immediately before clause (iii) of Section 1.1(10) of the Plan shall be deleted and the following phrase shall be added at the end of such Section:
	“or (iv) a distribution from the Employee Before-Tax Contributions Account of a Participant who has not attained the age of 59 1/2 pursuant to Section 7.3.”
3.	The following sentence shall be added to Section 7.2 of the Plan:

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“Any withdrawal hereunder that constitutes an Eligible Rollover Distribution shall be subject to the rollover election described in Section 8.10.”

IX. Effective as of January 1, 2001:

1. Sections 8.5 of the Plan shall be deleted and the following shall be substituted therefor:

     “8.5 Limitation on Commencement of Distribution. Notwithstanding any provision in the Plan to the contrary, all distributions required under this Article VIII shall be determined and made in accordance with the regulations under Section 401(a)(9) of the Code, including the minimum distribution incidental benefit requirements of Section 1.401(a)(9)-2 of the Treasury Regulations. Accordingly, the entire interest of a Participant in his Separate Account must be distributed or must begin to be distributed no later than the Participant’s Mandatory Distribution Date. A Participant’s Mandatory Distribution Date shall be determined as follows:

     (i) The Mandatory Distribution Date of a Participant who has attained age 70½ before January 1, 2001, shall be April 1 of the calendar year following the calendar year in which such Participant attains the age 70½.

     (ii) The Mandatory Distribution Date of a Participant who attains age 70½ after December 31, 2000, shall be April 1 of the calendar year following the later of (A) the calendar year in which such Participant attains the age 70½ or (B) the calendar year in which such Participant terminates his employment with the Company (provided, however, that clause (B) of this sentence shall not apply in the case of a Participant who is a ‘five-percent owner’ (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Participant attains the age 70½).

     (iii) If the Participant dies on or after the Participant’s Mandatory Distribution Date, the remaining portion of the Participant’s Separate Account must continue to be distributed at least as rapidly as under the method of distribution in effect at the Participant’s death. If, however, the Participant dies before his Mandatory Distribution Date, the Mandatory Distribution Date shall be (A) if payable to other than the Participant’s spouse, the last day of the one-year period following the death of such Participant or (B) if payable to the Participant’s spouse, after the date upon which such Participant would have attained the age 70½, unless such surviving spouse dies before payments commence, in which case the Mandatory Distribution Date may not be deferred beyond the last day of the one-year period following the death of such surviving spouse.

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The preceding provisions of this Section notwithstanding, a Participant may not elect to defer the receipt of his benefit hereunder to the extent that such deferral creates a death benefit that is more than incidental within the meaning of section 401(a)(9)(G) of the Code and applicable Treasury regulations thereunder. Further, a Participant (other than a Participant who is a ‘five-percent owner’ (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Participant attains the age 70½) who attains age 70½ in calendar year 1998, 1999 or 2000 may elect to defer his Mandatory Disbursement Date until no later than April 1 of the calendar year following the later of (A) the calendar year in which such Participant attains the age 70½ or (B) the calendar year in which such Participant terminates his employment with the Company, provided, that such election is made by the end of the calendar year in which such Participant attains age 70½.”

X. Effective January 1, 2002, the following provisions shall be added at the end of Section 8.5 of the Plan:

“With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of section 401(a)(9) of the Code in accordance with the regulations under section 401(a)(9) of the Code that were proposed on January 17, 2001, notwithstanding any provisions of the Plan to the contrary. This amendment shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under section 401(a)(9) of the Code or such other date as may be specified in guidance published by the Internal Revenue Service.”

XI. As amended hereby, the Plan is specifically ratified and reaffirmed.

       EXECUTED, this 19th day of October, 2001.

COOPER CAMERON CORPORATION
By:	/s/ Jane L. Crowder
	Name:	Jane L. Crowder
	Title:	VP, Human Resources

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APPENDIX A

SECTION 415 LIMITATIONS

     Section 1. Application. The provisions set forth in this Appendix A are intended solely to comply with the requirements of Section 415 of the Code, as amended, and shall be interpreted, applied, and if and to the extent necessary, deemed modified without further formal language so as to satisfy solely the minimum requirements of said Section. For such purposes, the limitations of Section 415 of the Code, as amended, are hereby incorporated by reference and made part hereof as though fully set forth herein, but shall be applied only to particular Plan benefits in accordance with the provisions of this Appendix A, to the extent such provisions are not consistent with Section 415 of the Code. If there is any discrepancy between the provisions in this Appendix A and the provisions of Section 415 of the Code, such discrepancy shall be resolved in such a way as to give full effect to the provisions of Section 415 of the Code.

     Section 2. Definitions. For purposes of this Appendix, the following terms and phrases shall have these respective meanings:

     (a) “Annual Additions” of a Participant for any Limitation Year shall mean the total of (A) the Employer Matching Contributions, Employee Before-Tax Contributions, Employee After-Tax Contributions, and forfeitures, if any, allocated to such Participant’s Accounts for such year, (B) Participant’s contributions, if any, (excluding any Rollover Contributions) for such year, and (C) amounts referred to in Sections 415(l)(1) and 419A(d)(2) of the Code.

     (b) “415 Compensation” shall mean the total of all amounts paid by the Employer to or for the benefit of a Participant for services rendered or labor performed for the Employer which are required to be reported on the Participant’s federal income tax withholding statement or statements (Form W-2 or its subsequent equivalent), subject to the following adjustments and limitations:

     (1) The following shall be included:

                    (A) From and after January 1, 1998, elective deferrals (as defined in Section 402(g)(3) of the Code) from compensation to be paid by the Employer to the Participant;

                    (B) Any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includable in the gross income of the Participant by reason of Section 125 or 457 of the Code; and

                    (C) From and after January 1, 2001, any amounts that are not includable in the gross income of a Participant under a salary reduction agreement by reason of the application of Section 132(f) of the Code.

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     (2) The 415 Compensation of any Participant taken into account for purposes of the Plan shall be limited to $170,000 for any Plan Year with such limitation to be:

                    (A) Adjusted automatically to reflect any amendments to Section 401(a)(17) of the Code and any cost-of-living increases authorized by Section 401(a)(17) of the Code; and

                    (B) Prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law.

     (c) “Limitation Year” shall mean the Plan Year.

     (d) “Maximum Annual Additions” of a Participant for any Limitation Year shall mean the lesser of (1) $30,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code) or (2) 25% of such Participant’s 415 Compensation during such Limitation Year, except that the limitation in this Clause (2) shall not apply to any contribution for medical benefits (within the meaning of Section 419A(f)(2) of the Code) after separation from service with the Company or a Controlled Entity that is otherwise treated as an Annual Addition or to any amount otherwise treated as an Annual Addition under Section 415(l)(1) of the Code.

     Section 3. Limitations and Corrections. Contrary Plan provisions notwithstanding, in no event shall the Annual Additions credited to a Participant’s Account for any Limitation Year exceed the Maximum Annual Additions for such Participant’s for such year. If as a result of allocation of forfeitures, a reasonable error in estimating a Participant’s compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Section 402(g)(3) of the Code) that may be made with respect to any individual under the limits of Section 415 of the Code, or because of other limited facts and circumstances, the Annual Additions that would be credited to a Participant’s Account for a Limitation Year would nonetheless exceed the Maximum Annual Additions for such Participant for such year, the excess Annual Additions which, but for this Appendix, would have been allocated to such Participant’s Account shall be disposed of as follows:

     (a) First, any such excess Annual Additions in the form of Employee Before-Tax Contributions on behalf of such Participant shall be distributed to such Participant, adjusted for income or loss allocated thereto; and

     (b) Next, any such excess Annual Additions in the form of Employer Matching Contributions and forfeitures shall, to the extent such amounts would otherwise have been allocated to such Participant’s Account, be treated as a forfeiture.

     Section 4. Multiple Plans. For purposes of determining whether the Annual Additions under this Plan exceed the limitations herein provided, all defined contribution plans of the Employer are to be treated as one defined contribution plan. In addition, all defined contribution plans of Controlled Entities shall be aggregated for this purpose. For purposes of this Appendix only, a “Controlled Entity” (other than an affiliated service group member within the meaning of

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Section 414(m) of the Code) shall be determined by application of a more than 50% control standard in lieu of an 80% control standard. If the Annual Additions credited to a Participant’s Account for any Limitation Year under this Plan plus the additions credited on his behalf under other defined contribution plans required to be aggregated pursuant to this Section would exceed the Maximum Annual Additions for such Participant for such Limitation Year, the Annual Additions under this Plan and the additions under such other plans shall be reduced on a pro rata basis and allocated, reallocated, or returned in accordance with applicable plan provisions regarding Annual Additions in excess of Maximum Annual Additions.

     Section 5. Contribution Adjustments. If the limitations set forth in this Appendix would not otherwise be met for any Limitation Year, the Employee Before-Tax Contributions elections of affected Participants may be reduced by the Employer on a temporary and prospective basis in such manner as the Employer shall determine.

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Exhibit 10.38

FOURTH AMENDMENT TO THE
COOPER CAMERON CORPORATION
SAVINGS-INVESTMENT PLAN FOR HOURLY EMPLOYEES

     WHEREAS, Cooper Cameron Corporation (the “Company”) and other Employers have heretofore adopted the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees (the “Plan”); and

     WHEREAS, the Company desires to amend the Plan on behalf of itself and all Employers to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), with such amendments intended as good faith compliance with the requirements of EGTRRA and to be construed in accordance with EGTRRA and guidance issued thereunder; and

     WHEREAS, the Company also desires to amend the Plan on behalf of itself and all Employers with respect to certain new claims procedure rules based upon regulations issued by the Department of Labor; and

     WHEREAS, the Company also desires to amend the Plan on behalf of itself and all Employers with respect to minimum distribution requirements utilizing the model amendments provided under Revenue Procedure 2002-29;

     NOW, THEREFORE, the Plan shall be amended as follows and such amendments shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of such amendments:

     1. Effective as of January 1, 2002, the reference to “$170,000” in Section 1.1(7) of the Plan and Section 2(b)(2) of Appendix A of the Plan shall be deleted and the reference to “$200,000” shall be substituted therefor.

     2. Effective with respect to distributions made from the Plan after December 31, 2001, Section 1.1(9) of the Plan shall be deleted and the following shall be substituted therefor:

     “(9) Eligible Retirement Plan: Any of: an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified plan described in Section 401(a) of the Code, which, under its provisions does, and under applicable law may, accept an Eligible Rollover Distribution, an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for the

amounts transferred into such plan from this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.”

     3. Effective with respect to distributions made from the Plan after December 31, 2001, the following shall be added to Section 1.1(10) of the Plan:

“Notwithstanding the foregoing or any other provision of the Plan, (A) any amount that is distributed from the Plan on account of hardship shall not be an Eligible Rollover Distribution and no election may be made to have any portion of such a distribution paid directly to an Eligible Retirement Plan and (B) a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includable in gross income; provided, however, that such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable.”

     4. Effective as of January 1, 2002, the first sentence of Section 4.1 of the Plan shall be deleted and the following shall be substituted therefor:

“Commencing with the date as of which an Eligible Employee becomes a Participant, such Participant may elect to have Employee Before-Tax Contributions, in integral percentages of 1% to 20% of his Eligible Earnings, made on his behalf to the Plan and credited to his Employee Before-Tax Contribution Account; provided, however, that Employee Before-Tax Contributions and any elective deferrals (as defined in Section 402(g)(3) of the Code) under all other plans, contracts and arrangements of the Company or any Affiliate on behalf of any Participant for any calendar year shall not exceed the dollar limitation contained in Section 402(g) of the Code in effect for such calendar year.”

     5. Effective as of January 1, 2002, the following shall be added to Section 4.12 of the Plan:

“The foregoing notwithstanding, the multiple use test described in Treasury Regulation § 1.401(m)-2 shall not apply for Plan Years beginning after December 31, 2001.”

     6. Effective for distributions from the Plan made after December 31, 2001, the following new paragraph shall be added to Section 8.4 of the Plan:

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     “Notwithstanding the provisions of the Plan regarding availability of distributions from the Plan upon ‘termination of employment,’ a Participant’s Separate Accounts shall be distributed on account of the Participant’s ‘severance from employment’ as such term is used in Section 401(k)(2)(B)(i)(I) of the Code. Distributions permitted under the Plan upon a Participant’s ‘severance from employment’ pursuant to the preceding sentence shall apply for distributions after December 31, 2001 regardless of when the severance from employment occurred.”

     7. Effective as of January 1, 2002, the reference to “Section 7.9” in Section 10.2 of the Plan shall be deleted and the reference to “Section 10.4” shall be substituted therefor.

     8. Effective for Plan benefit claims filed after December 31, 2001, Section 10.4 of the Plan shall be deleted and the following shall be substituted therefor:

     “10.4 Claims Procedures. Claims for Plan benefits and reviews of Plan benefit claims which have been denied or modified will be processed in accordance with the written Plan claims procedures established by the Cooper Cameron Corporation Plans Administration Committee, which procedures are hereby incorporated by reference as a part of the Plan and may be amended from time to time by such committee.”

     9. Effective as of January 1, 2002, Section 2(d) of Appendix A to the Plan shall be deleted and the following shall be substituted therefor:

     “(d) ‘Maximum Annual Additions’ of a Participant for any Limitation Year shall mean the lesser of (a) $40,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by Section 415(d) of the Code) or (B) 100% of such Participant’s 415 Compensation during such Limitation Year, except that the limitation in this Clause (B) shall not apply to any contribution for medical benefits (within the meaning of Section 419A(f)(2) of the Code) after separation from service with the Employer or an Affiliate that is otherwise treated as an Annual Addition or to any amount otherwise treated as an Annual Addition under Section 415(l)(1) of the Code.”

     10. Effective as of January 1, 2003, a new Section 1.1(27A) shall be added to the Plan as follows:

     “(27A) The term ‘Permanent and Total Disability’ shall mean when a Participant has been determined to be disabled under any Company-sponsored long-term disability plan, or if such Participant is not eligible for coverage under any such plan, then such Participant shall be considered totally and permanently disabled if such Participant has been determined eligible to receive Social Security disability benefits under the Federal Social Security Act. A Participant shall cease to be Permanently

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and Totally Disabled for purposes of the Plan as of the date he ceases to be eligible for such benefits.”

     11. Effective as of January 1, 2003, Section 8.1(b) of the Plan shall be deleted and the following shall be substituted therefor:

     “(b) the date such Participant’s employment with the Employer or an Affiliate is terminated because of Permanent and Total Disability.”

     12. Effective as of January 1, 2003, the following new Section 8.5A shall be added to Article VIII of the Plan:

     “8.5A Minimum Distribution Requirements.

     (a) The provisions of this Section 8.5A will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 Distribution Calendar Year.

     (b) The requirements of this Section 8.5A will take precedence over any inconsistent provisions of the Plan.

     (c) All distributions required under this Section 8.5A will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

     (d) Notwithstanding the other provisions of this Section 8.5A, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

     (e) The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

     (1) If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 701/2, if later.

     (2) If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

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     (3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

     (4) If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Paragraph (disregarding item (1) above), will apply as if the surviving spouse were the Participant.

For purposes of this Paragraph (e) and Paragraph (g) below, unless item (4) above applies, distributions are considered to begin on the Participant’s Required Beginning Date. If item (4) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under item (1) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under item (1) above), the date distributions are considered to begin is the date distributions actually commence. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Paragraphs (f) and (g) of this Section 8.5A, whichever is applicable. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

     (f) During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

     (1) the quotient obtained by dividing the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or

     (2) if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year.

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Required minimum distributions will be determined under this Paragraph (f) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.

     (g) If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:

     (1) The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

     (2) If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

     (3) If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Designated Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

     (h) If the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as provided in item (1), (2) or (3) of Paragraph (g), whichever is applicable. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death,

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distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under item (1) of Paragraph (e), this Paragraph (h) will apply as if the surviving spouse were the Participant. Notwithstanding the foregoing, if the Participant dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Paragraph (e) above but the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to either the Participant or the surviving spouse begin, this Paragraph will apply as if the surviving spouse were the Participant.

     (i) For purposes of this Section 8.5A, the following terms and phrases shall have these respective meanings:

     (1) Designated Beneficiary: The individual who is designated as a Participant’s Beneficiary under Section 9.1 of the Plan and is a Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

     (2) Distribution Calendar Year: A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Paragraph (e). The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

     (3) Life Expectancy. Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

     (4) Participant’s Account Balance. The balance in a Participant’s Accounts as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Participant’s Accounts as of dates in the

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valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. A Participant’s Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

     (5) Requiring Beginning Date. With respect to a Participant or Beneficiary, the date described in Section 8.5 of the Plan.”

     13. As amended hereby, the Plan is specifically ratified and reaffirmed.

     IN WITNESS WHEREOF, the party has caused these presents to be executed this 19th day of December, 2002, effective for all purposes as provided above.

COOPER CAMERON CORPORATION
By:	/s/ Jane Crowder
	Name:	Jane Crowder
	Title:	VP, Human Resources

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Exhibit 10.38

FIFTH AMENDMENT TO THE
COOPER CAMERON CORPORATION
SAVINGS-INVESTMENT PLAN FOR HOURLY EMPLOYEES

     WHEREAS, Cooper Cameron Corporation (the “Company”) and other Employers have previously adopted the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees (the “Plan”);

     WHEREAS, the Company desires to freeze participation in and temporarily suspend contributions and deferrals to the Plan effective for periods after December 31, 2004; and

     WHEREAS, the Company desires to amend the Plan to incorporate provisions reflecting Participants’ and Beneficiaries’ rights to vote shares of Company Stock held in their Separate Accounts under the Plan;

     NOW, THEREFORE, the Plan is hereby amended as follows:

I. Effective as of April 1, 1996:

1. A new Section 1.1(6A) shall be added to the Plan as follows:

     “(6A) The term “Company Stock” shall mean the common stock of Cooper Cameron Corporation.”

2. A new Section 1.1(6B) shall be added to the Plan as follows:

     “(6B) The term “Company Stock Fund” shall mean the investment fund established to invest in Company Stock and maintained pursuant to the provisions of Section 5.5.”

3. A new Section 5.6 shall be added to the Plan as follows:

                         “5.6 Company Stock Fund.

In addition to the other investment funds made available by the Company under the Plan, the Company shall cause the Company Stock Fund to be established and maintained at all times pursuant to Section 5.1. Except as specifically provided otherwise, the assets of the Company Stock Fund shall be invested by the Trustee solely in Company Stock; provided, however, that the Company Stock Fund may hold an amount of cash to the extent required in lieu of holding fractional shares of Company Stock. The Trustee shall receive Company Stock from the Company or purchase Company Stock in the market; provided, however, that any such purchase shall be made only in exchange for fair market value as determined by the Trustee.”

4. A new Section 5.7 shall be added to the Plan as follows:

                         “5.7 Voting of Company Stock in the Company Stock Fund.

Each Participant or Beneficiary who has shares of Company Stock allocated to his Separate Account shall be a named fiduciary with respect to the voting of Company Stock held thereunder and shall have the following powers and responsibilities:

(a)

Prior to each annual or special meeting of the shareholders of the Company, the Company shall cause to be sent to each Participant and Beneficiary who has Company Stock allocated to his Separate Account and invested in the Company Stock Fund under the Plan a copy of the proxy solicitation material therefor, together with a form requesting confidential voting instructions, with respect to the voting of such Company Stock as well as the voting of Company Stock for which the Trustee does not receive instructions. Each such Participant and/or Beneficiary shall instruct the Trustee to vote the number of such uninstructed shares of Company Stock equal to the proportion that the number of shares of Company Stock allocated to his Separate Account and invested in the Company Stock Fund bears to the total number of shares of Company Stock in the Plan for which instructions are received. Upon receipt of such a Participant’s or Beneficiary’s instructions, the Trustee shall then vote in person, or by proxy, such shares of Company Stock as so instructed.

(b)

The Company shall cause the Trustee to furnish to each Participant and Beneficiary who has Company Stock allocated to his Separate Account and invested in the Company Stock Fund under the Plan notice of any tender or exchange offer for, or a request or invitation for tenders or exchanges of, Company Stock made to the Trustee. The Trustee shall request from each such Participant and Beneficiary instructions as to the tendering or exchanging of Company Stock allocated to his Separate Account and invested in the Company Stock Fund and the tendering or exchanging of Company Stock for which the Trustee does not receive instructions. Each such Participant shall instruct the Trustee with respect to the tendering or exchanging of Company Stock for which the Trustee does not receive instructions. Each such Participant shall instruct the Trustee with respect to the tendering or exchanging of the number of such uninstructed shares of Company Stock equal to the proportion that the number of the shares of Company Stock allocated to his Separate Account and invested in the Company Stock Fund bears to the total number of shares of Company Stock in the Plan for which instructions are received. The Trustee shall provide Participants and Beneficiaries

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	with a reasonable period of time in which they may consider any such tender or exchange offer for, or request or invitation for tenders or exchanges of, Company Stock made to the Trustee. Within the time specified by the Trustee, the Trustee shall tender or exchange such Company Stock as to which the Trustee has received instructions to tender or exchange from Participants and Beneficiaries.
(c)	Instructions received from Participants and Beneficiaries by the Trustee regarding the voting, tendering, or exchanging of Company Stock shall be held in strictest confidence and shall not be divulged to any other person, including officers or employees of the Company, except as otherwise required by law, regulation or lawful process.”

II. Effective as of December 31, 2004, notwithstanding any provision of the Plan to the contrary:

(a)	No Employee who is not a Participant in the Plan as of December 31, 2004 shall become a Participant in the Plan; and
(b)	The Employer hereby temporarily suspends all contributions to the Plan effective for periods after December 31, 2004 and, pending the lifting of such suspension by the Employer, no contributions of any sort shall be made to the Plan for any period after December 31, 2004.

III. Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Plan.

IV. As amended hereby, the Plan is specifically ratified and reaffirmed.

     IN WITNESS WHEREOF, the undersigned has caused these presents to be executed this 17th day of December, 2004, effective for all purposes as provided above.

COOPER CAMERON CORPORATION
By:	/s/ Jane Schmitt
	Name:	Jane Schmitt
	Title:	VP, Human Resources

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EX-10.43

Exhibit 10.43

FIRST AMENDMENT TO
COOPER CAMERON CORPORATION
SECOND AMENDED AND RESTATED
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the COOPER CAMERON CORPORATION SECOND AMENDED AND RESTATED 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (the “Plan”); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows, effective as of December 15, 2004:

1.	The designation of the first paragraph of Section 8 as (“a”) shall be deleted and Section 8(b) shall be deleted in its entirety.
2.	As amended hereby, the Plan is specifically ratified and reaffirmed.

APPROVED:

/s/ William C. Lemmer

William C. Lemmer

Vice President, General Counsel

     and Secretary

Date: December 15, 2004

EX-10.44

Exhibit 10.44

SEVENTH AMENDMENT TO
AMENDED AND RESTATED
COOPER CAMERON CORPORATION
LONG-TERM INCENTIVE PLAN

     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the AMENDED AND RESTATED COOPER CAMERON CORPORATION LONG-TERM INCENTIVE PLAN (the “Plan”); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows, effective as of December 15, 2004:

1.	The phrase “restricted stock unit award” shall be added to Section 2.1, ”Definitions,” following “restricted stock award;
2.	The words “restricted stock units” shall be added to Section 5, “Awards,” following “restricted stock grants”;
3.	The following Section 8A shall be added to the Plan:

     8A. Restricted Stock Units

     8A.1 Grants. Awards may be granted in the form of restricted stock units (“RSUs”). RSUs shall be awarded in such numbers and at such times as the Committee shall determine.

     8A.2 Terms and Conditions of RSUs. RSU Grants shall vest in whole or in such installments and at such times as may be determined by the Committee; provided, however, that no grant of RSUs shall fully vest in less than three years. In addition, grants of RSUs shall be subject to such other terms, conditions, restrictions, and limitations as the Committee deems appropriate including, but not limited to, requirements of continued employment.

     8A.3 Issuance of Stock. Upon vesting the Participant shall be issued the number of shares of Common Stock to which the Award entitled such Participant, less those shares the value of which on the date of vesting is necessary to satisfy any withholding obligations provided for in the RSU Award.

4. As amended hereby, the Plan is specifically ratified and reaffirmed.

APPROVED:

/s/ William C. Lemmer

William C. Lemmer

Vice President, General Counsel &

Secretary

Date: December 15, 2004

EX-10.46

Exhibit 10.46

December 21, 2004

Mr. Charles Sledge
Vice President and Controller
1333 West Loop South, Suite 1700
Houston, Texas 77027

     Dear Chuck:

     The Board of Directors of Cooper Cameron Corporation (the “Company”) has concluded that it is in the Company’s best interest to amend its letter agreement with you, dated October 10, 2002, (the “Agreement”) by eliminating Section 5 in its entirety. The Company, therefore, is offering the payment to you of the sum of eighty-nine thousand, one hundred and fifty-four dollars and six cents ($89,154.06), payable within two weeks of the execution of this letter, in return for your agreement that the provisions of Section 5 of your Agreement shall be waived and cancelled in their entirety. As further inducement for your agreement to the waiver and cancellation, the Company is also offering the following:

1. Your Employment Agreement shall be amended so that part (iii) of the definition of “Change of Control” will read in its entirety:

a merger or consolidation involving the Company or its stock or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company, unless, immediately following such transaction, 70% or more of the then outstanding Voting Securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners of the Company’s outstanding Voting Securities immediately prior to such transaction (treating, for purposes of determining whether the 70% continuity test is met, any ownership of the Voting Securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or other ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding voting Securities immediately prior to the transaction.)

Mr. Charles Sledge
December 21, 2004
Page 2

2. Your Agreement shall be amended further so that a transaction, which would have qualified as a “Change of Control” but for the fact that the consideration therefor is part or all cash, will be a transaction (an “Other Significant Transaction”) which triggers your severance benefits in the event of a termination in connection therewith.

     If you agree to so amend your Agreement, please execute and return this letter to the General Counsel.

	Very truly yours,
	/s/ Sheldon R. Erikson
	Sheldon R. Erikson
	Chairman, President and CEO
ACCEPTED AND AGREED:
/s/ Charles M. Sledge
Charles Sledge
Date: 12/21/04

EX-10.47

Exhibit 10.47

August 16, 2004

Mr. Franklin Myers
Senior Vice President and
     Chief Financial Officer
1333 West Loop South, Suite 1700
Houston, Texas 77027

Dear Franklin:

     The Board of Directors of Cooper Cameron Corporation (the “Company”) has concluded that it is in the Company’s best interest to amend the employment agreement with you, dated September 1, 1999, (the “Employment Agreement”) by eliminating Section 10A in its entirety. The Company, therefore, is offering the payment to you of the sum of Three Hundred Sixty-four Thousand, Four Hundred Twenty-one dollars ($364,421), payable within two weeks of the execution of this letter, in return for your agreement to the following:

1.	The provisions of Section 10A of your Employment Agreement shall be waived and cancelled.
2.	Your Employment Agreement shall be amended so that part (iii) of the definition of “Change of Control” will read in its entirety:

a merger or consolidation involving the Company or its stock or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company, unless, immediately following such transaction, 80% or more of the then outstanding Voting Securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners of the Company’s outstanding Voting Securities immediately prior to such transaction (treating, for purposes of determining whether the 80% continuity test is met, any ownership of the Voting Securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or other ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were

Mr. Franklin Myers
August 16, 2004
Page 2

beneficial owners of the Company’s outstanding voting Securities immediately prior to the transaction.)

3. Your Employment Agreement shall be amended to add “Other Significant Transaction” in order that a transaction which would have qualified as a “Change of Control” at a 30% threshold for mergers and consolidations (as apposed to the 20% used in the definition of Change of Control) but for the fact that the consideration therefore is part or all cash, will now be a transaction that will trigger your severance benefits in the event of a termination in connection therewith.

     If you agree to so amend your Employment Agreement, please execute and return this letter to the General Counsel.

	Very truly yours,
	/s/ Sheldon R. Erikson
	Sheldon R. Erikson
	Chairman, President and CEO
ACCEPTED AND AGREED:
/s/ Franklin Myers
Franklin Myers
Date: 8/16/04

EX-10.48

Exhibit 10.48

August 24, 2004

Mr. Sheldon R. Erikson
Chairman, President & CEO
Corporate
Houston, TX

Dear Mr. Erikson,

     The Company has concluded that it is in the best interests of its stockholders to amend its employment agreement with you, dated September 1, 1999, (the “Employment Agreement”) by eliminating Section 10A. in its entirety. The Company, therefore, is offering the following consideration in return for your agreement to waive and cancel your rights under Section 10A.:

1.	Payment of the sum of three hundred and two thousand, seven hundred and fifty one dollars ($302,751);
2.	Substitution of the following in part (iii) of the definition “Change of Control” so that part (iii) will read in its entirety:

a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company unless, immediately following such transaction, more than 80% of the then outstanding Voting Securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, of the Company’s outstanding Voting Securities immediately prior to such transaction (treating, for purposes of determining whether the 80% continuity test is met, any ownership of the Voting Securities of the surviving or resulting corporation or entity that results from a stockholder’s ownership of the stock of, or other ownership interest in the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company’s outstanding Voting Securities immediately prior to the transaction).

Mr. Sheldon Erikson
August 24, 2004
Page 2

     If you agree to so amend your Letter Agreement, please execute and return this letter to Bill Lemmer.

	Very truly yours,
	/s/ David Ross
	David Ross
	Chairman, Compensation and Governance Committee of the Board of Directors
ACCEPTED AND AGREED:
/s/ Sheldon R. Erikson
Name: Sheldon R. Erikson
Date: August 24, 2004

EX-10.49

Exhibit 10.49

February 19, 2004

Mr. Dalton Thomas
Vice President, Operations Support
1333 West Loop South, Suite 1700
Houston, Texas 77027

Dear Mr. Thomas,

     Cooper Cameron Corporation (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential for the protection and enhancement of the best interests of the Company and its shareholders. The Company recognizes that, as is the case with many publicly-held corporations, the possibility of a Change of Control¹ may arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to assure the Company of the continuation of your service and to reinforce and encourage the attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change of Control. In particular the Board believes it important, should the Company or its shareholders receive a proposal for or notice of a Change of Control, or consider one itself, that you be able to assess and advise the Company whether such transaction would be or is in the best interests of the Company and its shareholders, and to take such other action regarding such transaction as the Board might determine to be appropriate without being influenced by the uncertainties of your own situation.

     In order to induce you to remain in the employ of the Company, this letter agreement (the “Agreement”), prepared pursuant to authority granted by the Board, sets forth the compensation and severance benefits which the Company agrees will be provided to you should your employment with the Company be terminated in connection with a Change of Control under the circumstances described below, as well as certain other benefits which will be made available to you should you be employed by the Company on the Effective Date of a Change of Control.

¹ Reference is made to Annex I hereto for definitions of certain terms used in this Agreement, and such definitions are incorporated herein by such reference with the same effect as if set forth herein. Certain capitalized terms used in this Agreement in connection with the description of various Plans are defined in the respective Plans, but if any conflicts with a definition herein contained, the latter shall prevail.

Page 2

     This Agreement shall remain in full force and effect for as long as you remain in your current position with the Company or any other position of equal or higher grade which has historically made its holder eligible for a Change of Control Agreement; provided, however, that this Agreement shall terminate and cease to be in full force and effect upon your giving notice of your intent to terminate your employment with the Company for any reason other than Good Reason, whether by retirement, early retirement, or otherwise. This Agreement supersedes any prior Agreement between you and the Company regarding the subject matter hereof.

          1. Termination in Connection with a Change of Control.

               (a) If there is a termination of your employment with the Company either by the Company without Cause or by you for Good Reason during the period between the Effective Date of a Change of Control and 2 years following the occurrence of the Change of Control (the “Effective Period”), and if such Effective Date occurs during the life of this Agreement, you shall be entitled to the following benefits, whether or not this Agreement has been cancelled prior to the time of your termination:

               (i) all benefits conferred upon you by the Severance Package, and

               (ii) in addition, all benefits payable under the provisions either of the Company’s employee and executive Plans in which you are a participant immediately prior to the Effective Date, or of those plans in existence at the time of your Termination Date, whichever are more favorable to you, in accordance with the terms and conditions of such Plans or plans, such benefits to be paid under such Plans or plans and not under this Agreement.

               (b) Notwithstanding the above, you shall not be entitled to any such benefits if your termination results from your death or disability, unless your death or disability occurs (i) during the Effective Period and (ii), with respect to the benefits conferred by the Severance Package only, after either it has been decided that you will be terminated without Cause during the Effective Period, or you have given notice of termination for Good Reason during the Effective Period.

               (c) You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another employer after any Termination Date.

          2. Procedures for Termination.

               (a) If it is intended that your employment be terminated by you for Good Reason you shall transmit to the Company written notice setting forth the particulars upon which you base your determination that Good Reason exists and, only if the stated basis therefore is capable of being cured, requesting a cure within 10 days. Failing such a cure, a “final separation” shall then occur, and if such stated basis is not capable of cure by the Company, “final

Page 3

separation” shall occur co-extensive with delivery of the notice. For purposes of this Agreement, a “Termination Date” shall be deemed to have occurred upon the date of such “final separation”.

          (b) If it is intended that your employment be terminated by the Company without Cause, a “Termination Date” shall be deemed to have occurred upon the 30^th day following the date of receipt of any notice so stating, or upon the date specified in the notice, whichever is later. If it is intended that your employment be terminated by the Company for Cause, if you contest such termination pursuant to any proceeding initiated pursuant to Section 6 hereof within 15 days of receipt of such notice, and it is ultimately determined that cause did not exist, then (anything else in the Agreement to the contrary notwithstanding) a “Termination Date” shall be deemed to have occurred upon the final resolution of such proceeding.

     3. LTIP Benefit Acceleration. Immediately upon an applicable Termination Date, all contingent compensation rights issued to you under the LTIP Plan, which are then (i) held by you, a member of your Immediate Family, or a partnership or limited liability company whose partners or shareholders are you and members of your Immediate Family, and (ii) outstanding, shall become vested, exercisable, distributable and unrestricted (any contrary provision in the LTIP Plan notwithstanding) whether or not you continue to be employed by the Company. You shall have the right immediately upon any written request by you to the Company, to (i) exercise all or any portion of all your options covered (including, at your sole election, any associated Tandem SAR) by the LTIP Plan and to have the underlying Shares issued to you, (ii) have issued to you on a non-forfeitable basis any or all Shares covered by Restricted Stock Awards held by you under the LTIP Plan, (iii) have issued to you any or all Performance Shares and/or Performance Units held by you in the LTIP Plan, (iv) exercise all or any portion of any LTIP Plan Freestanding SAR held by you, and (v) obtain the full benefit of any other contingent compensation rights to which you may be entitled under the LTIP Plan, in each case as though all applicable Performance Targets had been met or achieved at maximum levels for all Performance Periods (including those extending beyond the Effective Date) and any and all other LTIP Plan contingencies had been satisfied in full at the date of the Change of Control and the maximum possible benefits thereunder had been earned at the date of the Change of Control.

     4. Conditional Share Purchase Obligation.

          (a) If a Change of Control occurs as a consequence of a tender offer or exchange offer (the “Tender Offer”), the Company shall, if requested by you, purchase from you (whether a Termination Date has occurred following the Change of Control) for cash on any business day selected by you upon not less than ten days’ notice to the Company, which day shall not be less than ten days following consummation of the Tender Offer nor more than three years after the Effective Date, up to that number of Shares which shall be equal to the product of (x) the number of Shares acquired by you upon exercise or distribution of any benefit under the Bonus Plan or LTIP Plan prior to consummation of the Tender Offer, multiplied by (y) the decimal equivalent of (I) the number of Shares accepted for purchase or exchange in the Tender Offer, divided by (II) the number of Shares timely and validly tendered pursuant to the Tender Offer. In the event the above obligation to purchase Shares occurs by reason of a cash tender offer or a combination cash tender offer and exchange offer, the cash price per share to be paid to you hereunder shall be equal to the highest price paid in cash pursuant to the Tender Offer. In the

Page 4

event such obligation occurs by reason of an exchange offer, the cash price per share to be paid to you hereunder shall be equal to the closing price, if traded on a stock exchange, or the average bid and asked prices, if traded in the over-the-counter market, of the security of the person so exchanged for the Shares (the “Exchange Security”) on the first day on which the Exchange Security could have been sold by you on such exchange or in the over-the-counter market, as the case may be, in a regular broker’s transaction had your Shares been tendered and accepted, multiplied by the number of Exchange Securities (or fraction thereof) issued in the Tender Offer for each Company Share; and

          (b) If a Change of Control occurs pursuant to a Tender Offer and (i) a merger, consolidation, reorganization, sale, spin-off, or purchase of assets under which all remaining outstanding Shares will be converted into or become exchangeable for cash, or for securities (“Merger Security”) issued or to be issued by the Person who made the Tender Offer (or a subsidiary or affiliate of such Person) is thereafter proposed to the Company or its shareholders, and (ii) such merger, consolidation, reorganization or purchase of assets occurs less than three years after the Effective Date, and (iii) the amounts of cash into which each Share would be converted if the transaction is effected wholly for cash, or the Merger Security Value (as defined below) if such transaction is effected wholly for Merger Securities, or the sum of the cash and the Merger Security Value if the Transaction is effected partly for cash and partly for Merger Securities, as the case may be, is less than 95% of the per share price that would have been paid by the Company for such portion of your Shares had you exercised your option to require the Company to purchase such Shares under Section 4(a) above, the Company shall pay you (whether or not a Termination Date has occurred following a Change of Control), an amount in cash equal to the difference between the aggregate price you would have received from the number of Shares the Company would have been required to purchase from you had you exercised such option under Section 4(a) and the amount of cash and/or the Merger Security Value received for the same number of Shares in such merger, consolidation, reorganization or purchase of assets. Such cash payment shall be made to you on a business day selected by you upon no less than ten-calendar days’ notice to the Company or its Successor (as hereinafter defined). For purposes of this Section 4(b), “Merger Security Value” shall mean the closing price, if traded on a stock exchange, or the average bid and asked prices if traded in the over-the-counter market, of the Merger Security on the first day on which the Merger Security could have been sold by you on such exchange or in the over-the-counter market, as the case may be, in a regular broker’s transaction, multiplied by the number of Merger Securities (or fraction thereof) for which each Share was exchangeable or into which each Share was convertible. If no public market develops for the Merger Security within 30 days from the date of its issue, however, “Merger Security Value” shall mean the fair market value of such Merger Security (on a per unit basis in the written opinion of a nationally recognized investment banking firm acceptable to you) on the effective date of the merger, consolidation, reorganization or purchase of assets, as the case may be, multiplied by the number of Merger Securities (or fraction thereof) for which each Share was exchangeable or into which each Share was convertible.

Page 5

     5. Excise Tax.

          (a) Any other provision of this Agreement to the contrary notwithstanding, if any payment in the nature of compensation to be paid or provided to you under this Agreement or otherwise is considered to be a “parachute payment” within the meaning of Section 280G(b) of the Code, the Company shall pay to you an additional amount (hereinafter referred to as the “Excise Tax Premium”). The Excise Tax Premium shall be equal to the excise tax determined under Code Section 4999 attributable to the total amount of payments received by you. The Excise Tax Premium shall also include any amount attributable to excise tax on the Excise Tax Premium. The Company shall also pay to you an additional amount (the “Additional Amount”) such that the net amount received by you, after paying any applicable Excise Tax Premium and any federal or state income, excise or other tax on such additional amount, shall be equal to the amount that you would have received if such Excise Tax Premium were not applicable. You shall be deemed to pay income taxes at all relevant times at the highest marginal rate of income taxation in effect in your taxing jurisdiction. The Additional Amount shall include any amount attributable to income, excise or other tax on the Additional Amount.

          (b) Not later than 30 days following any payment in the nature of compensation described herein, the independent public accountants acting as auditors for the Company on the date of the transaction constituting the change of control within the meaning of Code Section 280G (or another accounting firm designated by you) shall determine whether the sum of the present value of any “parachute payments” payable under this Agreement or otherwise and the present value of any other “parachute payments” received by you upon or after any such change of control is in excess of the amount you can receive without causing you to be subject to an excise tax with respect to such amount on account of Code Section 4999, and shall determine the amount of any Excise Tax Premium and Additional Amount payable to you. The Excise Tax Premium and Additional Amount shall be paid to you as soon as practicable but in no event later than the time when the tax payment is due, including by way of withholding, and shall be net of any amounts required to be withheld for taxes.

          (c) For purposes of this Section, “present value” means the value determined in accordance with the principles of Section 1274 (b) (2) of the Code under the rules provided in Treasury Regulations under Section 280G of the Code.

          (d) To the extent Code Section 280G is amended prior to the termination of this Agreement, or is replaced by a successor statute, the provisions of this Section 5 shall be deemed modified without further action of the parties in a manner consistent with such amendments or successor statutes, as the case may be. In the event that Code Section 280G or any successor statute is repealed, this Section 5 shall cease to be effective on the effective date of such repeal. The parties recognize that Treasury Regulations under Code Sections 280G and 4999 may affect the amount that may be paid hereunder and agree that, upon the issuance of any such regulations, this Agreement may be modified as in good faith may be deemed necessary in light of the provisions of such regulations to achieve the purposes hereof, and that consent to such modifications shall not be unreasonably withheld.

Page 6

     6. Dispute Resolution.

          (a) This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Texas without regard to choice of law principles.

          (b) It is irrevocably agreed that if any dispute arises between us under this Agreement: (i) exclusive jurisdiction shall be in the lowest Texas state court of general jurisdiction sitting in Harris County, Texas, (ii) we are each at the time present in Texas for the purpose of conferring personal jurisdiction; (iii) any such action may be brought in such court, and any objection that the Company or you may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court is waived, and we each agree not to plead or claim the same, (iv) service of process in any such proceeding or action may be effected by mailing a copy thereof by registered or certified mail, return receipt requested (or any substantially similar form of mail), postage prepaid, to such party at the address provided in Section 11 hereof, and (v) prior to any trial on the merits, we will submit to court supervised, non-binding mediation.

          (c) Notwithstanding any contrary provision of Texas law, the Company shall have the burden of proof with respect to any of the following: (i) that Cause existed at the time any notice was given to you under Section 2 (ii) that Good Reason did not exist at the time notice was given to the Company under Section 2; and (iii) that a Change of Control has not occurred.

     7. Successors; Binding Agreement.

          (a) In the event any Successor (as defined below) does not assume this Agreement by operation of law the Company will seek to have any Successor, by agreement in form and substance satisfactory to you, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it. If there has been a Change of Control prior to, or a Change of Control will result from, any such succession, then failure of the Company to obtain at your request such agreement prior to or upon the effectiveness of any such succession (unless assumption occurs as a matter of law) shall constitute Good Reason for termination by you of your employment and, upon delivery of a notice of termination by you to the Company, you shall be entitled to the benefits provided for herein. “Successor” shall mean any Person that succeeds to, or has the ability to control, the Company’s business as a whole, directly by merger, consolidation, spin-off or similar transaction, or indirectly by purchase of the Company’s Voting Securities or acquisition of all or substantially all of the assets of the Company.

          (b) This Agreement shall inure to the benefit of and be enforceable by your personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

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     8. Fees and Expenses. The Company shall pay all legal fees and expenses incurred by you as a result of your seeking to interpret, obtain, assert or enforce any right or benefit conferred upon you by this Agreement to the extent you are the prevailing party.

     9. Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered in person to the persons specified below or deposited in the United States mail, certified or registered mail, postage prepaid and addressed as follows:

If to the Company:	Cooper Cameron Corporation
	1333 West Loop South, Suite 1700
	Houston, Texas 77027
	Attention: Chief Executive Officer
If to you:	Dalton Thomas
	99 Lake Estates Drive
	Montgomery, Texas 77356

     Either party may change, by the giving of notice in accordance with this Section 10, the address to which notices are thereafter to be sent.

     10. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

     11. Survival. All obligations undertaken and benefits conferred pursuant to this Agreement, shall survive any termination of your employment and continue until performed in full.

     12. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by you and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The internal laws of the State of Texas shall govern the validity, interpretation, construction and performance of this Agreement.

     13. Duplicate Originals. This Agreement has been executed in duplicate originals, with one to be held by each of the parties hereto.

     If this letter correctly sets forth our understanding with respect to the subject matter hereof, please sign and return one copy of this letter to the Company.

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	Sincerely,
	COOPER CAMERON CORPORATION
	BY: /s/ Sheldon R. Erikson
	Sheldon R. Erikson
	Chairman, President and
	Chief Executive Officer
Agreed to as of the 19th
day of February, 2004
/s/ Dalton Thomas
Dalton Thomas

Annex I to Agreement dated February 19, 2004
between
Cooper Cameron Corporation
and
Dalton Thomas

Definition of
Certain Terms

     “Agreement” means the letter agreement between Dalton Thomas and the Company dated February 19, 2004.

     “Bonus Plan” means for each year, the Company’s Management Incentive Compensation Plan or any other Plan adopted by the Board which provides for the payment of additional compensation on an annual basis to senior executive officers contingent upon the Company’s results of operations for that specific year, in either case as such Plan shall be amended or modified to, but not on or after, any Effective Date.

     “Bylaws” means the bylaws of the Company as in effect at the date hereof and as the same shall be amended or otherwise modified to, but not on or after, any Effective Date.

     “Cause” means (i) your conviction by a court of competent jurisdiction, from which conviction no further appeal can be taken, of a felony-grade crime involving moral turpitude, or (ii) your willful failure to perform substantially your duties with the Company (other than a failure due to physical or mental illness) which is materially and demonstrably injurious to the Company. No act or failure to act on your part shall be considered “willful” unless done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company.

     “Change of Control” means the earliest date at which:

     (i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s outstanding Voting Securities, other than through the purchase of Voting Securities directly from the Company through a private placement; or

     (ii) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall from and after such election be deemed to be a member of the Incumbent Board; or

     (iii) the Company is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 60% of the outstanding Voting Securities of the

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surviving or resulting corporation or entity shall then be owned by persons or entities not stockholders of the Company immediately prior to the merger or consolidation (in the event a stockholder owns shares of stock or other ownership interests in the corporation or entity with which the Company is merged or consolidated, such stockholder shall be considered not a stockholder of the Company immediately before the merger or consolidation with respect to its ownership interest in such other corporation or other entity); or

     (iv) a tender offer or exchange offer is made and consummated by a Person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or

     (v) all or substantially all of the assets of the Company are sold or transferred to a Person as to which (A) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (B) the financial results of the Company and such Person are not consolidated for financial reporting purposes.

     Anything else in this definition to the contrary notwithstanding, no Change of Control shall be deemed to have occurred by virtue of any transaction which results in you, or a group of Persons which includes you, acquiring more than 20% of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Defined Benefit Plan” means the Company’s Retirement Plan and Supplemental Excess Defined Benefit Plan, as the same shall be amended or modified to, but not on or after, any Effective Date.

     “Defined Contribution Plan” means the Company’s Retirement Savings Plan and Supplemental Excess Defined Contribution Plan, as the same shall be amended or modified to, but not on or after, any Effective Date.

     “Disability” means your continuing full-time absence from your duties with the Company for 180 days or longer as a result of physical or mental incapacity.

     “Effective Date” means the earliest date upon which (i) any of the events set forth under the definition of Change of Control shall have occurred, (ii) the receipt by the Company of a Schedule 13D stating the intention of any Person to take actions which, if accomplished, would constitute a Change of Control, (iii) the public announcement by any Person of its intention to take any such action, in each case without regard for any contingency or condition which has not been satisfied on such date, (iv) the agreement by the Company to enter into a transaction which, if consummated, would result in a Change of Control, or (v) consideration by the Board of a transaction which, if consummated, would result in a Change of Control.

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     If, however, an Effective Date occurs but the proposed transaction to which it relates ceases to be actively considered, the Effective Period will be deemed not to have commenced for purposes of this Agreement. If an Effective Date occurs with respect to a proposed transaction which ceases to be actively considered but for which active consideration is revived, the Effective Date with respect to the Change of Control that ultimately occurs shall be that date when consideration was revived and carried through to consummation.

     “Effective Period” means the period between the Effective Date of a Change of Control and 2 years following the occurrence of the Change of Control.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Good Reason” means any of the following:

     (i) except as a result of your death or Retirement, or following the receipt by you of a Notice of Termination for Cause or due to Disability, a change in your status, title(s) or position(s) with the Company, including as an officer of the Company, which, in your reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from your status, title(s) and position(s) immediately prior to the Effective Date; or the assignment to you of any duties or responsibilities which, in your reasonable judgment, are inconsistent with such status, title(s) or position(s); or the withdrawal from you of any duties or responsibilities which in your reasonable opinion are consistent with such status, title(s) or position(s); or any removal of you from or any failure to reappoint or reelect you to such position(s); or

     (ii) a reduction by the Company any time after the Effective Date in your then current base salary: or

     (iii) the failure by the Company to continue in effect any Plan in which you were participating immediately prior to the Effective Date other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms, or the taking of any action, or the failure to act, by the Company which would adversely affect your continued participation in any such Plan on at least as favorable a basis to you as is the case immediately prior to the Effective Date or which would materially reduce your benefits under any of such Plans or deprive you of any material benefit enjoyed by you immediately prior to the Effective Date, except as consented to by you; or

     (iv) the relocation of the principal place of your employment to a location 25 miles further from your principal residence without your express written consent; or

     (v) the failure by the Company upon a Change of Control to obtain the assumption of this Agreement by any Successor (other than by operation of law); or

     (vi) any refusal by the Company to continue to allow you to attend to matters or engage in activities not directly related to the business of the Company which you

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     attended to or were engaged in immediately prior to the Effective Date and which do not otherwise violate your obligations hereunder; or

     (vii) any continuing material default by the Company in the performance of its obligations under this Agreement, whether before or after a Change of Control.

     “LTIP Option” means any option granted under the LTIP Plan.

     “LTIP Plan” means the Company’s Long-Term Incentive Plan and/or its Broadbased 2000 Incentive Plan adopted as such plan may be amended, modified, or replaced, up to, but not on or after, an Effective Date.

     “Market Value” means, when used with respect to Shares or Voting Securities, the closing price therefore on the New York Stock Exchange on the date for which the market value is to be determined, or if not listed thereon, on such other exchange as shall at that time constitute the principal exchange for trading the Shares or Voting Securities.

     “Options In Lieu Of Salary Plan” means the Company’s plan which allows certain executive officers of the Company to receive stock options in lieu of all or any portion of their Base Salary as the same may be amended or modified up to, but not on or after, any Effective Date, or any successor plan which provides the same or substantially similar benefit.

     “Other Plans” means any thrift; bonus or incentive; stock option or stock accumulation; pension; medical, disability, accident or life insurance plan, program or policy of the Company which is intended to benefit employees of the Company that are similarly situated to you (other than the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, LTIP Plan or Purchase Plan).

     “Person” means any individual, corporation, partnership, group, association or other “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company or any Plans sponsored by the Company.

     “Perquisites” means individual perquisites benefits received by you immediately prior to the Effective Date, including, but not limited to, club membership dues and certain automobile expenses.

     “Plans” means the Bonus Plan, Defined Benefit Plan, Defined Contribution Plan, LTIP Plan, Purchase Plan, Compensation Deferral Plan and Other Plans.

     “Purchase Plan” means the Company’s Employee Stock Purchase Plan adopted as the same shall be amended or modified to, but not on or after, any Effective Date.

     “Retirement” means termination of your employment on the “normal retirement date” as set forth in the Defined Benefit Plan.

     “Severance Package” means your right to receive, and the Company’s obligation to pay and/or perform on, the following:

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     (a) on or within ten days following an applicable Termination Date, the Company shall pay to you a lump sum, cash amount equal to the sum of (i) three times the highest annual rate of base salary in effect during the current year or any of the three years preceding the Termination Date and (ii) three times the greater of (A) the maximum award you would have been eligible to receive under the Bonus Plan in respect of the current year, regardless of any limitations otherwise applicable to the Bonus Plan (i.e., the failure to have completed any vesting period or the current measurement period, or the failure to achieve any performance goal applicable to all or any portion of the measurement period) or (B) the largest award earned (whether or not paid) under the Bonus Plan in respect of any of the three years preceding the Termination Date, or (C) 100% of your Base Pay at the applicable Termination Date, and (iii) three times the Black-Scholes value at the time of grant of the most valuable one-year option grant (excluding any option you received at your election in lieu of salary or bonus award) you had received from the Company during the five years prior to your Termination Date with any such Black-Scholes valuation performed on a basis consistent with the methodology set forth on Exhibit A to the Agreement; and

     (b) in addition to your entitlement to the vested portion of your interest in the Defined Contribution Plan in accordance with the terms of that plan, the Company shall pay to you, on or within ten days following the applicable Termination Date, an amount in cash equal to the unvested portion of the Company’s contributions to your account, which unvested portion shall be valued as of your Termination Date at Market Value ; and

     (c) in addition to any vested retirement benefits to which you are entitled on the Termination Date under the Defined Benefit Plan, the Company shall pay to you, on or within ten days following an applicable Termination Date, an amount in cash equal to the product of (i) a number equal to your years of life expectancy beyond age 65 determined in accordance with the actuarial assumptions utilized under the Defined Benefit Plan immediately prior to the Termination Date, times (ii) an amount equal to the difference between (A) the annual benefit to which you would have been entitled under the “single life annuity” method of distribution under the Defined Benefit Plan if you were fully vested thereunder (without regard to (I) whether you shall actually have completed the period of Vesting Service required to qualify for benefits under the Defined Benefit Plan, (II) any limitation on the amount used in the calculation of the annual benefit thereunder, (III) any offset thereunder for severance allowances payable thereunder, or (IV) any amendment to the Defined Benefit Plan made in connection with a Change of Control and on or prior to the Termination Date, which amendment adversely affects in any manner the computation of retirement benefits under such plan) and had accumulated an additional three years of Vesting Service thereunder, and (B) the annual benefit, if any, to which you would be entitled under the single life annuity method of distribution under the Defined Benefit Plan as of the Termination Date; and

     (d) an amount in cash equal to three times the average annual cost incurred by the Company during the preceding three calendar years as a result of your participation in

A-5

all insured and self-insured employee welfare benefit Plans and Perquisites in which you were entitled to participate immediately prior to the Termination Date (or such fewer whole calendar years as you have so participated).

     Anything else in this Agreement to the contrary notwithstanding, if (i) you are terminated in connection with a Change of Control, and (ii) you are entitled to the Severance Package, and (iii) your Termination Date precedes or occurs on the date of the closing thereof, then unless otherwise agreed to by both parties in writing, all amounts to which you are or shall become entitled to under this Agreement, which are calculable as of the closing date, shall be accelerated to, and become immediately due and payable contemporaneously with such closing.

     “Shares” means shares of Common Stock, $.01 par value, of the Company at the date of this Agreement, as the same shall be subsequently amended, modified or changed.

     “Termination Date” shall have the meaning given it by Section 2 of the Agreement.

     “Voting Securities” means, with respect to any corporation or business enterprise, those securities, which under ordinary circumstances are entitled to vote for the election of directors or others charged with comparable duties under applicable law.

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EX-10.50

Exhibit 10.50

COOPER CAMERON CORPORATION

Restricted Stock Unit Award Agreement

This AWARD AGREEMENT (the “Agreement” ) is between the employee listed on the attached Notice of Grant of Award (“Participant”) and Cooper Cameron Corporation (the “Company”), in connection with the Restricted Stock Unit Award granted to Participant by the Company, effective January 1, 2005.

     1. Effective Date and Issuance of Restricted Stock. The Company hereby grants to the Participant, on the terms and conditions set forth herein, an award of Restricted Stock Units (the “Award”). This Restricted Stock Unit Award is a commitment to issue one share of Cooper Cameron Common Stock for each share of Restricted Stock Units specified on the Notice of Grant of Award, at vesting. If Participant completes, signs, and returns one copy of this Agreement to the Company in Houston, Texas, U.S.A., this Agreement will become effective as of January 1, 2005.

     2. Terms Subject to the Plan. The Agreement is expressly subject to the terms and provisions of either of the Company’s Broad Based 2000 Incentive Plan or its Amended and Restated Long-Term Incentive Plan (the “Plan”), as indicated in your Notice of Grant of Award. A copy of both Plans are available upon request from the Corporate Secretary’s office. In the event there is a conflict between the terms of the applicable Plan and the Agreement, the terms of the applicable Plan shall control.

     3. Vesting Requirement. The Award shall become vested in three installments as follows: one-fourth on January 3, 2006, one-fourth on January 2, 2007, and one-half on January 2, 2008 (each a “Vesting Date”), provided the Participant remains continuously employed by the Company or a subsidiary from the date hereof until each such Vesting Date. If this service requirement is not satisfied, the Award (or remaining unvested portion thereof) shall be immediately forfeited and no shares (or no more shares) will be delivered. All Restricted Stock Units as to which the vesting requirements of this Section 3 have been satisfied shall be payable in accordance with Section 5 hereof.

     4. Accelerated Vesting. Notwithstanding the foregoing, upon the Participant’s retirement at age 65 or older with the Participant having at least 10 years service with the Company, or death, this Award shall become immediately and fully vested and shall be payable in accordance with Section 5 hereof to the extent that it has not previously been forfeited.

     5. Payment of Award. Payment of vested Restricted Stock Units shall be made within 30 days following the satisfaction of the vesting requirement under Section 3 hereof for each respective Vesting Date (or following accelerated vesting under Section 4 hereof). The shares of Common Stock which the Award entitles the Participant to receive shall be paid to the Participant, after deduction of the number of shares the value of which equals the applicable minimum statutory withholding taxes.

     6. Restrictions on Transfer. Neither this Restricted Stock Unit Award nor any Restricted Stock Units covered hereby may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the units as provided herein.

     7. No Voting Rights. The Restricted Stock Units granted pursuant to this Award, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Award is paid in shares of Common Stock.

     8. Changes in Capitalization. The Restricted Stock Units under this Award shall be subject to the provisions of the Plan relating to adjustments to corporate capitalization.

     9. Covenant Not To Compete, Solicit or Disclose Confidential Information.

       (a) The Participant acknowledges that the Participant is in possession of and has access to confidential information, including material relating to the business, products or services of the Company

and that he or she will continue to have such possession and access during employment by the Company. The Participant also acknowledges that the Company’s business, products and services are highly specialized and that it is essential that they be protected, and, accordingly, the Participant agrees that as partial consideration for the Award granted herein that should the Participant engage in any “Detrimental Activity,” as defined below, at any time during his or her employment or during a period of one year following his or her termination the Company shall be entitled to: (i) recover from the Participant the value of any portion of the Award that has been paid; (ii) seek injunctive relief against the Participant; (iii) recover all damages, court costs, and attorneys’ fees incurred by the Company in enforcing the provisions of this Award, and (iv) set-off any such sums to which the Company is entitled hereunder against any sum which may be owed the Participant by the Company.

       (b) “Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination without cause, termination in connection with or as a result of a “Change of Control” (as defined in the Plan), or termination following a reduction in job responsibilities, shall include: (i) rendering of services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company; (ii) disclosing to anyone outside the Company, or using in other than the Company’s business, without prior written authorization from the Company, any confidential information including material relating to the business, products or services of the Company acquired by the Participant during employment with the Company; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company to leave his or her employment, whether done on Participant’s own account or on account of any person, organization or business which is or becomes competitive with the Company, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company. “Detrimental Activity” for the purposes hereof with respect to involuntary termination without cause or termination in connection with or as a result of a “Change of Control” shall include only parts (ii) and (iii) of the preceding sentence.

     10. Employment. This Agreement is not an employment agreement. Nothing contained herein shall be construed as creating any employment relationship.

     11. Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party. Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is postmarked.

     12. Tax Withholding. Participant agrees that as a condition to the payment of the Award hereunder, any Common Stock issued under this Award shall be reduced by the number of shares of Common Stock the value of which equals the amounts required to be withheld or paid with respect thereto under all applicable federal, state and local taxes and other laws and regulations that may be in effect as of the date of each such payment (“Tax Amounts”.)

Notices to the Company should be addressed to:

Cooper Cameron Corporation
1333 West Loop South, Suite 1700
Houston, Texas 77027
Attention: Corporate Secretary
Telephone: 713-513-3322

2

EX-13.1

EXHIBIT 13.1

Management’s Discussion and Analysis of Results of Operations
and Financial Condition of Cooper Cameron Corporation

     The following discussion of Cooper Cameron Corporation’s (the Company or Cooper Cameron) historical results of operations and financial condition should be read in conjunction with the Company’s consolidated financial statements and notes thereto included elsewhere in this Annual Report. All per share amounts included in this discussion are based on diluted shares outstanding.

Overview

     The Company’s operations are organized into three business segments — Cameron, Cooper Cameron Valves (CCV) and Cooper Compression. Based upon the amount of equipment installed worldwide and available industry data, Cameron is one of the world’s leading providers of systems and equipment used to control pressures, direct flows of oil and gas wells and separate oil and gas from impurities. Cameron’s products are employed in a wide variety of operating environments including basic onshore fields, highly complex onshore and offshore environments, deepwater subsea applications and ultra-high temperature geothermal operations. Cameron’s products include surface and subsea production systems, blowout preventers, drilling and production control systems, gate valves, actuators, chokes, wellheads, drilling risers and aftermarket parts and services. Cameron’s customers include oil and gas majors, independent producers, engineering and construction companies, drilling contractors, oilfield rental companies and geothermal energy producers. Based upon the amount of equipment installed worldwide and available industry data, CCV is a leading provider of valves and related systems primarily used to control pressures and direct the flow of oil and gas as they are moved from individual wellheads through flow lines, gathering lines and transmission systems to refineries, petrochemical plants and industrial centers for processing. CCV’s products include gate valves, ball valves, butterfly valves, Orbit valves, rotary process valves, block and bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and service. CCV’s customers include oil and gas majors, independent producers, engineering and construction companies, pipeline operators, drilling contractors and major chemical, petrochemical and refining companies. Based upon the amount of equipment installed worldwide and available industry data, Cooper Compression is a leading provider of compression equipment and related aftermarket parts and services. The Company’s compression equipment is used throughout the energy industry by gas transmission companies, compression leasing companies, oil and gas producers, independent power producers and a variety of other industries around the world.

     In addition to the historical data contained herein, this Annual Report, including the information set forth in the Company’s Management’s Discussion and Analysis and elsewhere in this report, may include forward-looking statements regarding the Company’s future revenues and earnings, cash generated from operations and capital expenditures, as well as expectations regarding rig activity, oil and gas demand and pricing and order activity, made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ materially from those described in any forward-looking statements. Any such statements are based on current expectations of the Company’s performance and are subject to a variety of factors, some of which are not under the control of the Company, which can affect the Company’s results of operations, liquidity or financial condition. Such factors may include overall demand for, and pricing of, the Company’s products; the size and timing of orders; the Company’s ability to successfully execute large subsea projects it has been awarded; changes in the price of and demand for oil and gas in both domestic and international markets; political and social issues affecting the countries in which the Company does business; prices of raw materials; fluctuations in currency and financial markets worldwide; and variations in global economic activity. In particular, current and projected oil and gas prices have historically affected customers’ spending levels and their related purchases of the Company’s products and services; however, recently there has been less linkage between commodity prices and spending. Additionally, the Company may change its cost structure, staffing or spending levels due to changes in oil and gas price expectations and the Company’s judgment of how such changes might affect customers’ spending, which may impact the Company’s financial results. See additional factors discussed in “Factors That May Affect Financial Condition and Future Results” contained herein.

     Because the information herein is based solely on data currently available, it is subject to change as a result of, among other things, changes in conditions over which the Company has no control or influence, and should not therefore be viewed as assurance regarding the Company’s future performance. Additionally, the Company is not obligated to make public indication of such changes unless required under applicable disclosure rules and regulations.

     The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to warranty obligations, bad debts, inventories, intangible assets, income taxes, pensions and other postretirement benefits, other employee benefit plans, and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.

Critical Accounting Policies

     The Company believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of its consolidated financial statements. These policies and the other sections of the Company’s Management’s Discussion and Analysis of Results of Operations and Financial Condition have been reviewed with the Company’s Audit Committee of the Board of Directors.

     Revenue Recognition — The Company generally recognizes revenue once the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery of the equipment has occurred or services have been rendered, (iii) the price of the equipment or service is fixed and

25

determinable, and (iv) collectibility is reasonably assured. For certain engineering, procurement and construction-type contracts, which typically include the Company’s subsea systems and processing equipment contracts, revenue is recognized in accordance with Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts (SOP 81-1). Under SOP 81-1, the Company recognizes revenue on these contracts using a units-of-completion method. Under the units-of-completion method, revenue is recognized once the manufacturing process is complete for each piece of equipment specified in the contract with the customer, including customer inspection and acceptance, if required by the contract. Approximately 15% of the Company’s revenue for the year ended December 31, 2004 was recognized under SOP 81-1.

     Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of its customers to make required payments. Such allowances are based upon several factors including, but not limited to, historical experience and the current and projected financial condition of specific customers. Were the financial condition of a customer to deteriorate, resulting in an impairment of its ability to make payments, additional allowances may be required.

     Inventories — The Company’s aggregate inventories are carried at cost or, if lower, net realizable value. Inventories located in the United States and Canada are carried on the last-in, first-out (LIFO) method. Inventories located outside of the United States and Canada are carried on the first-in, first-out (FIFO) method. During 2004 and 2003, the Company reduced its LIFO inventory levels. These reductions resulted in a liquidation of certain low-cost inventory layers. As a result, the Company recorded non-cash LIFO income of $9.7 million and $15.9 million for the years ended December 31, 2004 and 2003, respectively. The Company writes down its inventory for estimated obsolescence or excess quantities on hand equal to the difference between the cost of the inventory and its estimated realizable value. During 2004, the Company revised its estimate of realizable value on certain of its excess inventory. The impact of this revision was to increase the required reserve as of December 31, 2004 by $6.5 million. If future conditions cause a reduction in the Company’s current estimate of realizable value, additional provisions may be required.

     Product Warranty — The Company provides for the estimated cost of product warranties at the time of sale based upon historical experience, or, in some cases, when specific warranty problems are encountered. Should actual product failure rates or repair costs differ from the Company’s current estimates, revisions to the estimated warranty liability would be required. See Note 7 of the Notes to Consolidated Financial Statements for additional details surrounding the Company’s warranty accruals.

     Contingencies — The Company accrues for costs relating to litigation, claims and other contingent matters, including tax contingencies and liquidated damage liabilities, when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Actual amounts paid may differ from amounts estimated, and such differences will be charged to income in the period when final determination is made.

     Deferred Tax Assets — The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized, considering future taxable income and ongoing prudent and feasible tax planning strategies. As of December 31, 2004, the Company had a net operating loss carryforward for U.S. tax purposes of approximately $294.0 million, which does not begin to expire until 2020. Currently, the Company believes it is more likely than not that it will generate sufficient future taxable income to fully utilize this net operating loss carryforward. Accordingly, the Company has not recorded a valuation allowance against this net operating loss carryforward. In the event the oil and gas exploration activity in the United States deteriorates over an extended period of time, the Company may determine that it would not be able to fully realize this deferred tax asset in the future. Should this occur, a valuation allowance against this deferred tax asset would be charged to income in the period such determination was made.

     Goodwill— The Company reviews the carrying value of goodwill in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142), which requires that the Company estimate the fair value of each of its reporting units annually and compare such amounts to their respective book values to determine if an impairment of goodwill is required. For the 2004 and 2003 evaluations, the fair value was determined using discounted cash flows and other market-related valuation models. Certain estimates and judgments are required in the application of the fair value models. Based upon the Company’s evaluations for 2004 and 2003, no impairment of goodwill was required. However, should the Company’s estimate of the fair value of any of its reporting units decline dramatically in future periods, an impairment of goodwill could be required.

     Pension Accounting— The Company accounts for its defined benefit pension plans in accordance with Statement of Financial Accounting Standards No. 87, Employers’ Accounting for Pensions (SFAS 87), which requires that amounts recognized in the financial statements be determined on an actuarial basis. See Note 8 of the Notes to Consolidated Financial Statements for the amounts of pension expense included in the Company’s Results of Operations and the Company’s contributions to the pension plans for the years ended December 31, 2004, 2003 and 2002, as well as the unrecognized net loss at December 31, 2004 and 2003.

     The assumptions used in calculating the pension amounts recognized in the Company’s financial statements include discount rates, interest costs, expected return on plan assets, retirement and mortality rates, inflation rates, salary growth and other factors. The Company bases the discount rate assumptions on investment yields available at the measurement date on an index of long-term, AA-rated corporate bonds. The Company’s inflation assumption is based on an evaluation of external market indicators. The expected rate of return on plan assets reflects asset allocations, investment strategy and the views of various investment professionals. Retirement and mortality rates are based primarily on actual plan experience. In accordance with SFAS 87, actual results that differ from these assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods. While the Company believes the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense.

     A significant reason for the increase in pension expense in 2004 and 2003 results from the difference between the actual and assumed rates of return on plan assets. During 2001 and 2002, the Company’s pension assets earned substantially less than the assumed rate of return in those years. In accordance with SFAS 87, the difference between the actual and assumed rate of return is being amortized over the estimated average period to retirement of the individuals in the plans. In 2003, and again in 2004, the Company lowered the assumed rate of return for the assets in these plans. The plans earned significantly more than the assumed rates of return in 2003 and slightly less than the assumed rate of return in 2004.

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     The following table illustrates the sensitivity to a change in certain assumptions used in (i) the calculation of pension expense for the year ended December 31, 2005, and (ii) the calculation of the projected benefit obligation (PBO) at December 31, 2004 for the Company’s pension plans:

	Impact on 2005
	Pre-tax Pension			Impact on PBO at
(dollars in millions)	Expense			December 31, 2004
Change in Assumption:
25 basis point decrease in discount rate	$	1.3		$	14.6
25 basis point increase in discount rate	$	(1.2	)	$	(14.4	)
25 basis point decrease in expected return on assets	$	1.0
25 basis point increase in expected return on assets	$	(1.0	)

Financial Summary

     The following table sets forth the consolidated percentage relationship to revenues of certain income statement items for the periods presented:

	Year Ended December 31,
	2004			2003			2002
Revenues		100.0	%		100.0	%		100.0	%
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization)		74.5			72.3			71.7
Selling and administrative expenses		14.3			17.7			17.8
Depreciation and amortization		3.9			5.1			5.1
Non-cash write-down of technology investment		0.2			—			—
Interest income		(0.2	)		(0.3	)		(0.6	)
Interest expense		0.9			0.5			0.5
Total costs and expenses		93.6			95.3			94.5
Income before income taxes and cumulative effect of accounting change		6.4			4.7			5.5
Income tax provision		(1.9	)		(1.2	)		(1.6	)
Income before cumulative effect of accounting change		4.5			3.5			3.9
Cumulative effect of accounting change		—			0.7			—
Net income		4.5	%		4.2	%		3.9	%

Results of Operations

2004 Compared to 2003

     The Company had net income of $94.4 million, or $1.75 per diluted share, for the twelve months ended December 31, 2004 compared with $69.4 million, or $1.25 per diluted share in 2003. The results for 2004 include pre-tax charges of (i) $3.8 million related to the non-cash write-down of a technology investment, (ii) $6.8 million related to the non-cash write-off of debt issuance costs associated with retired debt and (iii) $6.1 million of severance costs, primarily related to a workforce reduction program at the Cameron division. The results for 2003 included pre-tax charges aggregating $14.6 million related to plant closing, business realignment and other related costs (see Note 2 of the Notes to Consolidated Financial Statements for a discussion of these charges). The results for 2003 also include a $12.2 million after-tax gain resulting from the cumulative effect of adopting Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (SFAS 150). See Note 1 of the Notes to Consolidated Financial Statements for further discussion.

Revenues

     Revenues for 2004 totaled $2.093 billion, an increase of 28.1% from 2003 revenues of $1.634 billion. Revenues increased in each of the Company’s segments with increased subsea deliveries and the acquisition of Petreco International Inc. (Petreco) representing over 17% of the total increase.

     Cameron’s revenues for 2004 totaled $1.403 billion, an increase of 37.7% from 2003 revenues of $1.019 billion. The acquisition of Petreco during the first quarter of 2004 and movement in foreign currencies accounted for $114.5 million and $39.8 million, respectively, of the increase in Cameron’s revenues. Revenues in the drilling market increased 26.0%, revenues in the subsea market increased 53.4% and revenues in the surface market increased 7.4%. The increase in drilling revenues was primarily attributable to two large project deliveries in the Asia Pacific/Middle East Region and one large project delivery in the Gulf of Mexico. The increase in subsea revenues was primarily attributable to the completion of units associated with the large subsea orders awarded during 2003 and 2002, primarily related to projects located offshore Africa and Eastern Canada. The increase in surface revenues was primarily the result of increased activity levels in the U.S., Canada and Latin America, as well as movements in foreign currencies.

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     CCV’s revenues for 2004 totaled $350.1 million, an increase of 14.0% from 2003 revenues of $307.0 million. The increase in revenues was attributable to a 7.0% increase in the distributed products line, primarily as a result of increased activity levels in the U.S. and Canada as well as movements in foreign currencies. Sales in the engineered products line increased 23.7%, primarily reflecting increased pipeline ball valve shipments, both domestically and internationally, principally to the Far East.

     Cooper Compressions revenues for 2004 totaled $339.9 million, an increase of 10.1% from 2003 revenues of $308.8 million. The increase in revenues was attributable to a 26.2% increase in sales in the air compression market, primarily as a result of increased demand from international markets, principally the Far East. Sales in the gas compression market increased 2.0%, primarily reflecting increased aftermarket shipments partially offset by weakness in new unit shipments as a result of a slow-down in project work in the Latin American market.

Cost and Expenses

     Gross margin (exclusive of depreciation and amortization) for 2004 was $532.6 million, an increase of 17.6% from 2003 gross margin of $452.7 million. Gross margin as a percentage of revenue for 2004 was 25.4% as compared to 27.7% for 2003.

     Cameron’s gross margin percentage for 2004 was 23.4% as compared to 25.5% for 2003. The decrease in the gross margin percentage is primarily attributable to (i) the delivery of lower-margin large project work in the drilling product line, which decreased the overall gross margin percentage by 0.8%, (ii) lower margins in the subsea product line primarily resulting from increased deliveries of lower-margin third-party supplied equipment, which decreased the overall margin percentage by 0.3%, (iii) increased subsea project revenues, which typically carry a lower gross margin percentage as compared to Cameron’s traditional surface business (which decreased the overall gross margin percentage by approximately 1.0%) and (iv) the impact of the inclusion of Petreco sales, which typically carry lower margins as compared to Cameron’s traditional surface business (which lowered the overall gross margin percentage by 1.1%) partially offset by the application of relatively fixed manufacturing overhead to a higher revenue base, which increased the gross margin percentage by 1.3%.

     CCV’s gross margin percentage for 2004 was 30.1% as compared to 30.6% for 2003. The decrease in the gross margin percentage is primarily due to increased manufacturing costs, primarily related to raw material price increases, and higher commission costs on international sales of engineered products.

     Cooper Compression’s gross margin percentage for 2004 was 29.0% as compared to 32.2% for 2003. The decrease in the gross margin percentage is primarily due to (i) a reduction in the amount of non-cash LIFO income recorded, which decreased the overall gross margin percentage by 2.3% and (ii) increased warranty costs attributable to higher sales of engineered air compression units, which decreased the overall gross margin percentage by 0.8%.

     Selling and administrative expenses for 2004 were $300.1 million, an increase of $11.5 million from $288.6 million for 2003. The increase in selling and administrative expenses resulted primarily from (i) $13.2 million resulting from the acquisition of Petreco and certain businesses of the PCC Flow Technologies segment of Precision Castparts Corp. (the PCC Acquisition), (ii) $6.1 million of severance discussed below, (iii) a $13.8 million increase in incentive compensation costs and (iv) $6.0 million associated with movements in foreign currencies, partially offset by (i) the absence of the $14.6 million of charges, discussed below, which were recorded during 2003, (ii) an $8.1 million reduction in selling and administrative expenses in the Compression segment resulting from the various restructuring activities over the past two years and (iii) various other decreases.

     Included within selling and administrative expenses for 2004 were charges of $6.1 million of severance costs primarily related to a workforce reduction program at the Cameron division. Included in selling and administrative expenses for 2003 were charges of $14.6 million comprised of (i) $6.2 million for employee severance at Cameron and Cooper Compression, (ii) $1.2 million of costs at Cooper Compression related to the closure of 13 facilities announced in the fourth quarter of 2002, (iii) $4.7 million related to the Company’s unsuccessful efforts to acquire a certain oil service business, (iv) $1.0 million related to the Company’s international tax restructuring activities, which were begun in 2002, and (v) $1.5 million related to a litigation award associated with the use of certain intellectual property obtained in connection with a previous acquisition.

     Depreciation and amortization expense for 2004 was $82.8 million, a decrease of $0.8 million from $83.6 million for 2003. The decrease in depreciation and amortization expense was primarily attributable to assets becoming fully depreciated, which lowered depreciation and amortization expense by $7.4 million, partially offset by (i) depreciation associated with capital additions, which increased depreciation expense by $2.5 million, (ii) depreciation and amortization on assets acquired in the Petreco and PCC acquisitions, which increased depreciation and amortization expense by approximately $2.3 million and (iii) movement in foreign currencies, which increased depreciation and amortization expense by approximately $1.9 million.

     Interest income for 2004 was $4.9 million as compared to $5.2 million in 2003. The decline in interest income was attributable to lower cash balances resulting primarily from treasury stock purchases and acquisitions.

     Interest expense for 2004 was $17.7 million, an increase of $9.6 million from $8.2 million in 2003. The increase in interest expense primarily results from (i) $6.8 million of accelerated amortization of debt issuance costs associated with the early retirement of the Company’s zero-coupon convertible debentures due 2021 (the Zero-Coupon Convertible Debentures) and $184.3 million of the Company’s 1.75% convertible debentures due 2021 (the 1.75% Convertible Debentures) and (ii) incremental interest associated with the $200.0 million of senior notes due 2007 (the Senior Notes), which were issued in March 2004.

     The $12.2 million cumulative effect of an accounting change recognized during 2003 reflects the impact of adopting SFAS 150 (see Note 1 of the Notes to Consolidated Financial Statements). There was no tax expense associated with this item as the gain is not taxable.

     The income tax provision was $38.5 million in 2004 as compared to $20.4 million in 2003. The effective tax rate for 2004 was 29.0% as compared to 26.2% in 2003. The increase in the effective tax rate reflects a shift in 2004 earnings to higher tax rate jurisdictions as compared to 2003.

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Orders and Backlog

     Orders were as follows (in million):

	Year Ended December 31,
	2004		2003		Increase
Cameron	$	1,274.4	$	1,082.4	$	192.0
CCV		365.7		324.0		41.7
Cooper Compression		369.3		340.2		29.1
	$	2,009.4	$	1,746.6	$	262.8

     Orders for 2004 were $2.009 billion, an increase of 15.0% from $1.747 billion in 2003. Cameron’s orders for 2004 were $1.274 billion, an increase of 17.7% from 2003 orders of $1.082 billion. The acquisition of Petreco during the first quarter of 2004 resulted in a $135.8 million increase in orders and movement in foreign currencies caused a $29.8 million increase in orders. Drilling orders decreased 5.9%, subsea orders increased 8.4%, and surface orders increased 7.4% for the year ended December 31, 2004. The decrease in drilling orders reflects a reduction in large project awards during 2004. The increase in subsea orders reflects a large project award in the Gulf of Mexico and increased awards in Brazil as well as movements in foreign currencies. The increase in surface orders primarily reflects increased activity levels in the U.S., Canada and Latin America, as well as movements in foreign currencies.

     CCV’s orders for 2004 were $365.7 million, an increase of 12.9% from 2003 orders of $324.0 million. The increase in orders was attributable to a 6.2% increase in the distributed products line and a 17.9% increase in the engineered products line. The increase in the distributed products line reflects increased activity levels in North America as well as movements in foreign currencies. The increase in the engineered products line primarily reflects strength in the pipeline ball valve market, both domestically and internationally.

     Cooper Compression’s orders for 2004 were $369.3 million, an increase of 8.6% from 2003 orders of $340.2 million. The increase in orders was attributable to a 25.4% increase in the air compression market due primarily to continued strength in the international markets, primarily the Far East. Orders in the gas compression market decreased 1.8% and primarily reflected a slow-down in project work in the Latin American market.

     Backlog was as follows (in millions):

	December 31,				Increase
	2004		2003		(Decrease)
Cameron	$	752.9	$	771.8	$	(18.9	)
CCV		122.9		72.4		50.5
Cooper Compression		124.2		102.4		21.8
	$	1,000.0	$	946.6	$	53.4

     Cameron’s backlog at December 31, 2004 included $133.1 million associated with Petreco, which was acquired in early 2004. Backlog at December 31, 2004 also included $50.2 million associated with the PCC entities acquired during the fourth quarter of 2004, which is primarily included in CCV’s backlog.

2003 Compared to 2002

     The Company had net income of $69.4 million, or $1.25 per diluted share, for the twelve months ended December 31, 2003 compared with $60.5 million, or $1.10 per diluted share in 2002. The results for 2003 and 2002 included pre-tax charges of $14.6 million and $33.3 million, respectively, related to plant closing, business realignment and other related costs. See Note 2 of the Notes to Consolidated Financial Statements for a discussion of these charges. The results for 2003 also include a $12.2 million after-tax gain resulting from the cumulative effect of adopting SFAS 150. See Note 1 of the Notes to Consolidated Financial Statements for further discussion.

Revenues

     Revenues for 2003 totaled $1.634 billion, an increase of 6.3% from 2002 revenues of $1.538 billion. Increased subsea deliveries in Cameron and the incremental revenue associated with the acquisition of a Canadian valve manufacturer in December 2002 more than offset continued weak market conditions in the domestic natural gas compression and transmission markets, which negatively impacted sales in the Cooper Compression division.

     Cameron’s revenues for 2003 totaled $1.019 billion, an increase of 10.9% from 2002 revenues of $918.7 million. Movement in foreign currencies caused a $32.4 million increase in revenues. Revenues in the subsea market increased 26.5%, revenues in the surface markets increased 1.8% and revenues in the drilling market increased 12.4%. The increase in subsea revenues was attributable to deliveries associated with the large subsea orders received during 2002, primarily related to projects located offshore Africa and eastern Canada. The increase in drilling revenues was primarily attributable to increased deliveries to customers located in the former Soviet Union.

     CCV’s revenues for 2003 totaled $307.1 million, an increase of 12.3% from 2002 revenues of $273.5 million. Revenues increased 61.2% in the distributed products line, revenues in the engineered products line decreased 12.4%, and revenues in the aftermarket product line increased 9.6%. The

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vast majority of the revenue increase in the distributed products line was attributable to the acquisition of a Canadian valve manufacturer in December 2002. The decrease in revenues in the engineered products line was attributable to the downturn in North American pipeline project activity, which began in 2002. The increase in the aftermarket product line was primarily attributable to new locations that were opened during 2003.

     Cooper Compressions revenues for 2003 totaled $308.8 million, a decrease of 10.7% from 2002 revenues of $345.9 million. Aftermarket and new unit sales in the gas compression market decreased approximately 21% and 15%, respectively. The decrease in revenues in the gas compression market was attributable primarily to a lack of demand in the U.S. market resulting from, among other things, the financial difficulties that Cooper Compression’s customers experienced throughout the year, consolidation of the Company’s customer base and a lack of significant development projects that would require Cooper Compression’s equipment. In the air compression portion of Cooper Compression’s business, new unit sales increased 27.2%, while aftermarket revenue decreased 12.7%. The increase in new unit sales in the air compression business was attributable primarily to greater demand in the Asian markets. The decrease in aftermarket sales was attributable primarily to a change in mix from engineered units to plant air units, which do not carry the same level of aftermarket business as engineered units.

Cost and Expenses

     Gross margin (exclusive of depreciation and amortization) for 2003 was $452.7 million, an increase of 3.9% from 2002 gross margin of $435.6 million. Gross margin as a percentage of revenue for 2003 was 27.7% as compared to 28.3% for 2002. Included in cost of sales for 2003 was $16.2 million of increased costs in Cameron’s subsea business and $15.9 million of non-cash LIFO income, primarily associated with the liquidation of certain low-cost LIFO inventory layers in Cooper Compression. Included in cost of sales in 2002 was $11.2 million related to an inventory write-down in Cooper Compression associated with facility closures.

     Cameron’s gross margin percentage for 2003 was 25.5% as compared to 28.0% for 2002. The decrease in the gross margin percentage resulted primarily from $16.2 million of increased costs in Cameron’s subsea business related to increased scope changes, cost overruns and estimated liquidated damages that could be assessed by Cameron’s customers (which decreased the overall gross margin by 1.6%), as well as an overall increase in subsea revenues, which typically carry a lower margin percentage as compared to Cameron’s traditional surface products.

     CCV’s gross margin percentage for 2003 was 30.6% as compared to 30.5% for 2002. The increase in the gross margin percentage was attributable to higher margins associated with the sales resulting from the acquisition of a Canadian valve manufacturer in December 2002, partially offset by lower margins in the pipeline ball valve product line due to a shift to international projects, which typically carry lower margins as compared to domestic pipeline projects.

     Cooper Compression’s gross margin percentage for 2003 was 32.2% as compared to 27.5% for 2002. The increase in the gross margin percentage resulted from an $11.5 million increase in the amount of LIFO income associated with the liquidation of certain low-cost inventory layers (which increased the 2003 gross margin percentage by 3.7%) and the absence of an $11.2 million write-down of inventory associated with facility closures that was recorded in 2002 (which decreased the 2002 gross margin percentage by 3.3%). Excluding these two items, the gross margin percentage for 2003 actually declined 2.3% from 2002’s level, due primarily to lower margins in the gas and air compression aftermarket business as a result of a shift in the mix of parts sold and pricing pressures.

     Selling and administrative expenses for 2003 were $288.6 million, an increase of $15.5 million from $273.1 million for 2002. The increase in selling and administrative expenses resulted primarily from (i) the impact of a weaker U.S. dollar against the Canadian dollar and most European currencies, which increased selling and administrative expenses by $6.0 million, (ii) the acquisition of a Canadian valve manufacturer in December 2002, which resulted in an additional $3.7 million of selling and administrative expenses in 2003, (iii) a $5.0 million increase in postretirement benefit plan costs associated primarily with the amortization of unrecognized losses in prior years, (iv) a $3.9 million increase associated with rent on the Cameron headquarters building and cost associated with new facilities and (v) $1.8 million of increased costs associated with CCV’s aftermarket expansion. These increases were partially offset by a $7.5 million reduction in plant closings, business realignment and other related costs discussed below.

     Included within selling and administrative expenses for 2003 and 2002 were $14.6 million and $22.1 million, respectively, of plant closing, business realignment and other related costs. The $14.6 million recorded in 2003 was comprised of (i) $6.2 million for employee severance at Cameron and Cooper Compression, (ii) $1.2 million of costs at Cooper Compression related to the closure of 13 facilities announced in the fourth quarter of 2002, (iii) $4.7 million related to the Company’s unsuccessful efforts to acquire a certain oil service business, (iv) $1.0 million related to the Company’s international tax restructuring activities, which were begun in 2002, and (v) $1.5 million related to a litigation award associated with the use of certain intellectual property obtained in connection with a previous acquisition. Of the $22.1 million recorded in 2002, $14.6 million related to the Cooper Compression division and $7.5 million related to the Company’s other divisions. The costs attributable to Cooper Compression were generally related to the closure of 13 facilities in the gas compression business and were comprised primarily of (i) $1.6 million of severance and relocation expenses, (ii) $8.2 million of facility exit costs, including lease termination payments, and (iii) $4.8 million of facility writedowns. The $7.5 million of costs related to the Company’s other divisions was comprised of (i) $1.1 million of severance, (ii) $5.2 million of facility write-downs and losses on property disposals, and (iii) $1.2 million of costs associated with the Company’s international tax restructuring activities.

     Depreciation and amortization expense for 2003 was $83.6 million, an increase of $5.7 million from $77.9 million in 2002. The increase in depreciation and amortization expense was attributable to (i) a $2.8 million increase attributable to depreciation and amortization associated with capital additions, (ii) a $ 1.4 million increase attributable to depreciation and amortization associated with acquisitions, (iii) the impact of a weaker U.S. dollar against the British pound, Canadian dollar and Euro, which increased depreciation and amortization expenses by $1.8 million, (iv) $0.8 million of write-downs associated with assets held for sale and (v) a $7.7 million increase attributable to amortization associated with the Company’s new enterprise-wide business system, partially offset by the lack of depreciation and amortization related to assets that were retired or became fully depreciated, which decreased depreciation and amortization expense by approximately $9.1 million.

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     Interest income for 2003 was $5.2 million as compared to $8.5 million in 2002. The decline in interest income was primarily attributable to lower earnings on the Company’s excess cash balances as the interest rates associated with these investments declined.

     Interest expense for 2003 was $8.2 million as compared to $8.0 million in 2002. Interest expense for both periods primarily represented interest on the Company’s convertible debentures.

     The $12.2 million cumulative effect of an accounting change recognized during 2003 reflects the impact of adopting SFAS 150 (see Note 1 of the Notes to Consolidated Financial Statements). There was no tax expense associated with this item as the gain is not taxable.

     The income tax provision was $20.4 million in 2003 as compared to $24.7 million in 2002. The effective tax rate for 2003 was 26.2% as compared to 29.0% in 2002. The decline in the effective tax rate for 2003 primarily reflects the impact of the Company’s international tax restructuring activities.

Recent Pronouncements

     In May 2004, the Financial Accounting Standards Board (FASB) issued FASB Staff Position 106-2 (FSP 106-2), Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“the Act”). FSP 106-2 provides accounting and reporting guidance for plans for companies who have concluded that prescription drug benefits offered by their plan(s) are actuarially equivalent to Medicare Part D under the Act and therefore believe the plan(s) are entitled to receive the subsidy available under the Act. Although the final regulations for what benefits are actuarially equivalent have not been published, the Company’s actuaries have concluded that it is probable that the Company’s plan will be eligible for the subsidy. Therefore, the estimated subsidy has been reflected as a reduction in the accumulated postretirement benefit obligation at December 31, 2004 in the amount of $3.7 million. This change did not impact the measurement of net periodic postretirement benefit costs for the year ended December 31, 2004. The effect of the subsidy on the measurement of net periodic postretirement benefit cost for 2005 will be a decrease of $1.2 million.

     In October 2004, the American Jobs Creation Act of 2004 (the Jobs Creation Act) was signed into law. The Jobs Creation Act contains new provisions that may impact the Company’s U.S. income tax liability in future years. The FASB has proposed accounting guidance for certain of the Jobs Creation Act’s provisions by issuing two draft FASB Staff Positions (FSPs 109-a and 109-b) dealing with the deduction the Jobs Creation Act offers to domestic manufacturers, and the temporary lower tax rate on repatriated foreign earnings. As drafted, the FSPs would be effective immediately upon final issuance. The Company is currently analyzing those provisions and will reflect any tax effect in the period in which the effect becomes probable.

     In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151, Inventory Costs (SFAS 151). SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company believes there will be no material effect upon adoption of this statement.

     In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payments (SFAS 123R). SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized over their vesting periods in the income statement based on their estimated fair values. SFAS 123R is effective for all public entities in the first interim or annual reporting period beginning after June 15, 2005.

     Although the Company has not completed its analysis of the impact of SFAS 123R, the Company currently estimates that it will recognize approximately $0.13 per diluted share of equity- and option-based compensation expense for 2005, assuming the Company elects the modified prospective transition alternative. However, this estimate may increase or decrease materially once the Company completes its analysis of the impact of SFAS 123R. As a result of the impending adoption of SFAS 123R, the Company decided to accelerate certain options to avoid additional compensation expense in 2005 and future years. See Note 1 of the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

     The Company’s combined cash and short-term investment balances decreased to $227.0 million at December 31, 2004 from $314.1 million at December 31, 2003, due primarily to the consumption of $192.3 million of cash in investing activities and $70.8 million in financing activities, partially offset by $195.2 million of cash flow from operations.

     During 2004, the Company’s operating activities generated $195.2 million of cash as compared to $101.6 million in 2003. Cash flow from operations in 2004 was comprised primarily of net income of $94.4 million, adjusted for (i) depreciation and amortization of $82.8 million, (ii) the non-cash write-off of debt issuance costs associated with retired debt of $6.8 million, (iii) a $3.8 million non-cash write-down of a technology investment and (iv) $22.0 million of working capital increases. The most significant changes in working capital were a $44.4 million increase in accounts receivable, a $76.2 million decrease in inventories and a $9.1 million decrease in accounts payable and accrued liabilities. The increase in receivables and decrease in inventories are attributable to the increase in revenues as compared to last year. The decrease in accounts payable and accrued liabilities is primarily attributable to a decrease in advanced payments from customers resulting from progress on various projects.

     During 2004, the Company’s investing activities consumed $192.3 million of cash as compared to $52.1 million in 2003. The most significant component of cash flow from investing activities for 2004 was the acquisition of Petreco and the PCC acquisition, which consumed $171.0 million, net of cash acquired. The Company plans to integrate certain of the businesses from the PCC acquisition into the Company’s CCV and Cameron segments and is in the process of formulating its plans to do so. The Company does not believe these plans will materially impact its results of operations or financial position.

     During 2004, the Company’s financing activities consumed $70.8 million of cash, as compared to $47.9 million of cash in 2003. Cash flow from financing activities for 2004 primarily reflects (i) the issuance of the Senior Notes, the net proceeds of which were $198.6 million, (ii) the issuance of the 1.5% convertible senior debentures due 2024 (the 1.5% Convertible Debentures), the net proceeds of which were $232.9 million,

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(iii) the retirement of $443.9 million of the Company’s existing convertible debentures, (iv) the repurchase of 1,965,800 shares of the Company’s common stock at an average price of $48.49 and (v) the issuance of 1,300,557 shares of stock under the Company’s stock option plans.

     The Company currently expects to fund expenditures for capital requirements (estimated to be approximately $70.0 million to $80.0 million for 2005), as well as general liquidity needs, from available cash balances, cash generated from operating activities and amounts available under its existing $200.0 million credit agreement. See Note 10 of the Notes to Consolidated Financial Statements for a description of the Company’s credit agreement.

     During 2004, the Company undertook a number of steps to refinance its previously existing convertible debentures and repurchase shares of the Company’s stock. These steps included:

•   the issuance of the Senior Notes with a principal balance of $200.0 million;

•   the issuance of the 1.5% Convertible Debentures with a principal balance of $238.0 million;

•   the repurchase of the Company’s existing Zero-Coupon Convertible Debentures (amounting to $259.5 million, net of a $61.2 million discount);

•   the repurchase of $184.3 million of the Company’s existing 1.75% Convertible Debentures;

•   the repurchase of 1,965,800 shares of the Company’s outstanding common stock at an average purchase price of $48.49 per share.

     In connection with the early retirement of the Zero-Coupon Convertible Debentures and $184.3 million of the 1.75% Convertible Debentures, the Company recorded a $6.8 million pre-tax charge to write off the unamortized debt issuance costs associated with these debentures. This charge has been reflected in the caption entitled “Interest Expense” in the accompanying Consolidated Results of Operations.

     The $200.0 million of Senior Notes were issued during the first quarter of 2004 and bear interest at 2.65%, payable semi-annually in April and October of each year. During May 2004, the Company entered into interest rate swap agreements, the effect of which is to swap $150.0 million principal value of the Senior Notes to a variable interest rate of approximately LIBOR minus 0.8%. The Senior Notes were issued at a $138,000 discount. The Senior Notes do not contain any restrictive financial covenants.

     The $238.0 million of 1.5% Convertible Debentures were issued during the second quarter of 2004 and bear interest at 1.5%, payable semi-annually in May and November of each year. The Company has the right to redeem the debentures beginning on or after May 15, 2009. The holders of the debentures may require the Company to repurchase the debentures on May 15, 2009, 2014 and 2019. The debentures are convertible into the Company’s common stock at a rate of 14.4857 shares per debenture, or $69.03 per share. The holders can convert the debentures into the Company’s common stock only under the following circumstances:

•   during any quarter in which the sales price of the Company’s common stock exceeds 120% of the conversion price for at least 20 consecutive trading days in the 30 consecutive trading-day period ending on the last trading day of the immediately preceding quarter;

•   during any five consecutive trading-day period immediately following any five consecutive trading-day period in which the average trading price for the debentures is less than 97% of the average conversion value of the debentures;

•   upon certain fundamental changes in the ownership of the Company’s common stock, which would include a change of control as defined in the debenture agreement.

     The Company has elected to use a “cash pay” provision with respect to its 1.5% Convertible Debentures for any debentures tendered for conversion or designated for redemption which will result in the Company paying cash for 100 percent of the principal amount of any debentures tendered for repurchase or redemption.

     The following summarizes the Company’s significant cash contractual obligations and other commercial commitments for the next five years as of December 31, 2004.

(in millions)	Payments Due by Period
				Less Than		1 - 3		4 - 5		After 5
Contractual Obligations		Total		1 Year		Years		Years		Years
Debt		$	458.6	$	4.1	$	216.5	$	238.0	$	—	(a	)
Capital lease obligations			7.1		3.2		3.3		0.6		—	(b	)
Operating leases			149.2		19.7		23.3		17.0		89.2
Total contractual cash obligations		$	614.9	$	27.0	$	243.1	$	255.6	$	89.2

     (a) See Note 10 of the Notes to Consolidated Financial Statements for information on redemption rights by the Company, and by holders of the Company’s debentures, that would allow for early redemption of the 1.75% Convertible Debentures and the 1.5% Convertible Debentures.

     (b) Payments shown include interest.

32

(in millions)	Amount of Commitment Expiration Per Period
Other Unrecorded Commercial Obligations		Total		Less Than		1 - 3		4 - 5		After 5
and Off-Balance Sheet Arrangements		Commitment		1 Year		Years		Years		Years
Committed lines of credit		$	200.0	$	—	$	200.0	$	—	$	—
Standby letters of credit			133.7		56.4		72.9		2.3		2.1
Bank guarantees and letters of credit			22.0		4.2		—		—		17.8
Insurance bonds			3.5		3.4		—		0.1		—
Guarantees of a portion of joint venture debt			1.5		—		1.5		—		—
Total commercial commitments		$	360.7	$	64.0	$	274.4	$	2.4	$	19.9

     The Company secures certain contractual obligations under various agreements with its customers or other parties through the issuance of letters of credit or bank guarantees. The Company has various agreements with financial institutions to issue such instruments. As of December 31, 2004, the Company had $159.2 million of letters of credit, insurance bonds and bank guarantees outstanding. Should these facilities become unavailable to the Company, the Company’s operations and liquidity could be negatively impacted. Circumstances which could result in the withdrawal of such facilities include, but are not limited to, deteriorating financial performance of the Company, deteriorating financial condition of the financial institutions providing such facilities, overall constriction in the credit markets or rating downgrades of the Company.

Factors That May Affect Financial Condition and Future Results

Changes in the U.S. rig count have historically impacted the Company’s orders.

     Historically, the Company’s surface and valve distributed products businesses in the U.S. market have tracked changes in the U.S. rig count. However, this correlation did not exist in 2003. The average U.S. rig count increased approximately 16% during the year while the Company’s U.S. surface and U.S. valve distributed products orders were essentially flat. The Company believes its surface and valve distributed products businesses were negatively impacted by the lack of drilling activity in the Gulf of Mexico, fewer completions of onshore high-temperature/high-pressure wells and a lower level of infrastructure development in the U.S. Such activity typically generates higher orders for the Company as compared to onshore shallow well activity. The relationship between the Company’s orders in its surface and valve distributed products businesses and changes in the U.S. rig count returned to a more normal relationship in 2004.

Execution of subsea systems projects exposes the Company to new risks not present in its surface business.

     The Company continues to expand in this market. This market is significantly different from the Company’s surface business since subsea systems projects are significantly larger in scope and complexity, in terms of both technical and logistical requirements. Subsea projects (i) typically involve long lead times, (ii) typically are larger in financial scope, (iii) typically require substantial engineering resources to meet the technical requirements of the project and (iv) often involve the application of existing technology to new environments and in some cases, new technology. These projects accounted for approximately 15% of total revenues in 2004. During the fourth quarter of 2003, the Company experienced numerous delivery delays on its subsea systems contracts which negatively impacted 2003’s financial results. To the extent the Company experiences difficulties in meeting the technical and/or delivery requirements of the projects, the Company’s earnings or liquidity could be negatively impacted. As of December 31, 2004, the Company had a subsea systems backlog of approximately $251.9 million.

Fluctuations in worldwide currency markets can impact the Company’s profitability.

     The Company has established multiple “Centers of Excellence” facilities for manufacturing such products as subsea trees, subsea chokes, sub-sea production controls and BOPs. These production facilities are located in the United Kingdom and other European and Asian countries. To the extent the Company sells these products in U.S. dollars, the Company’s profitability is eroded when the U.S. dollar weakens against the British pound, the Euro and certain Asian currencies, including the Singapore dollar.

Increases in the cost of metals used in the Company’s manufacturing processes could negatively impact the Company’s profitability.

     Beginning in the latter part of 2003 and continuing into 2004, commodity prices for items such as nickel, molybdenum and heavy metal scrap that are used to make the steel alloys required for the Company’s products increased significantly. Certain of the Company’s suppliers have passed these increases on to the Company. The Company has implemented price increases intended to offset the impact of the increase in commodity prices. However, if customers do not continue to accept these price increases, future profitability will be negatively impacted.

Cooper Compression’s aftermarket revenues associated with legacy equipment are declining.

     Approximately 35% of Cooper Compression’s revenues come from the sale of replacement parts for equipment that the Company no longer manufactures. Many of these units have been in service for long periods of time and are gradually being replaced. As this installed base of legacy equipment declines, the Company’s potential market for parts orders is also reduced. In recent years, the Company’s revenues from replacement parts associated with legacy equipment have declined nominally each year; however, there can be no assurances that such declines will not accelerate in the future.

Downturns in the oil and gas industry have had, and may in the future have, a negative effect on the Company’s sales and profitability.

     Demand for most of the Company’s products and services, and therefore its revenues, depend to a large extent upon the level of third-party capital

33

expenditures related to oil and gas exploration, production, development, processing and transmission. Declines, as well as anticipated declines, in oil and gas prices could negatively affect the level of these activities. Factors that contribute to the volatility of oil and gas prices include the following:

•   the demand for oil and gas, which is impacted by economic and political conditions and weather;

•   the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;

•   the level of production from non-OPEC countries;

•   governmental policies regarding exploration and development of oil and gas reserves;

•   the political environments of oil and gas producing regions, including the Middle East;

•   the depletion rates of gas wells in North America; and

•   advances in exploration and development technology.

The Company’s international operations expose it to instability and changes in economic and political conditions, foreign currency fluctuations, trade and investment regulations and other risks inherent to international business.

     Cooper Cameron has manufacturing and service operations that are essential parts of its business in developing countries and economically and politically volatile areas in Africa, Latin America, Russia and the Former Soviet Union, the Middle East, and Central and South East Asia. The risks of international business include the following:

•   volatility in general economic, social and political conditions;

•   differing tax rates, tariffs, exchange controls or other similar restrictions;

•   changes in currency rates;

•   inability to repatriate income or capital;

•   compliance with, and changes in, domestic and foreign laws and regulations that impose a range of restrictions on operations, trade prac tices, trade partners and investment decisions. From time to time, the Company receives inquiries regarding its compliance with such laws and regulations and responded in June 2004 to one such request for information from the U.S. Department of Treasury’s Office of Foreign Assets Control regarding U.S. involvement in the Company’s United Kingdom subsidiary’s commercial and financial activity relating to Iran;

•   reductions in the number or capacity of qualified personnel; and

•   seizure of equipment.

     The Company also purchases a large portion of its raw materials and components from a relatively small number of foreign suppliers in developing countries. The ability of these suppliers to meet the Company’s demand could be adversely affected by the factors described above.

Changes in the equity and debt markets impact pension expense and funding requirements for the Company’s defined benefit plans.

     The Company accounts for its defined benefit pension plans in accordance with SFAS 87, which requires that amounts recognized in the financial statements be determined on an actuarial basis. A significant element in determining the Company’s pension income or expense in accordance with SFAS 87 is the expected return on plan assets. The assumed long-term rate of return on assets is applied to a calculated value of plan assets, which results in an estimated return on plan assets that is included in current year pension income or expense. The difference between this expected return and the actual return on plan assets is deferred and amortized against future pension income or expense. Due to the weakness in the overall equity markets from 2000 through 2002, the plan assets earned a rate of return substantially less than the assumed long-term rate of return during this period. As a result, expense associated with the Company’s pension plans has increased significantly from the level recognized historically.

     Additionally, SFAS 87 requires the recognition of a minimum pension liability to the extent the assets of the plans are below the accumulated benefit obligation of the plans. In order to avoid recognizing this minimum pension liability, the Company contributed approximately $18.2 million to its pension plans during 2004 and $18.7 million in 2003. If the Company’s pension assets perform poorly in the future or if long-term interest rates in the U.S. or United Kingdom decline further, the Company may be required to recognize a minimum pension liability in the future or fund additional amounts to the pension plans.

The Company is subject to environmental, health and safety laws and regulations that expose the Company to potential liability.

     The Company’s operations are subject to a variety of national and state, provisional and local laws and regulations, including laws and regulations relating to the protection of the environment. The Company is required to invest financial and managerial resources to comply with these laws and expects to continue to do so in the future. To date, the cost of complying with governmental regulation has not been material, but the fact that such laws or regulations are frequently changed makes it impossible for the Company to predict the cost or impact of such laws and regulations on the Company’s future operations. The modification of existing laws or regulations or the adoption of new laws or regulations imposing more stringent environmental restrictions could adversely affect the Company.

Environmental Remediation

     The Company has been identified as a potentially responsible party (PRP) with respect to four sites designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or similar state laws. The Company’s involvement at three of the sites is believed to be at a de minimis level, and the Company has accepted settlement offers from the USEPA at two of the sites and is currently waiting for notification to pay. The fourth site is in Osborne, Pennsylvania where remediation is complete and remaining costs relate to ongoing ground water treatment and monitoring.

     The Company is also engaged in site cleanup under the Voluntary Cleanup Program of the Texas Commission on Environmental Quality at former manufacturing locations in Houston and Missouri City, Texas. Additionally, the Company has discontinued operations at a number of other sites which had previously been in existence for many years. The Company does not believe, based upon information currently available, that there are any material environmental liabilities existing at these locations.

34

     The Company has estimated its liability for environmental exposures, and the Company’s consolidated financial statements included a liability balance of $7.3 million for these matters at December 31, 2004. Cash expenditures for the Company’s known environmental exposures are expected to be incurred over the next twenty years, depending on the site. For the known exposures, the accrual reflects the Company’s best estimate of the amount it will incur under the agreed-upon or proposed work plans. The Company’s costs estimates were determined based upon the monitoring or remediation plans set forth in these work plans and have not been reduced by possible recoveries from third parties nor are they discounted. These cost estimates are reviewed on an annual basis or more frequently if circumstances occur which indicate a review is warranted. The Company’s estimates include equipment and operating costs for remediation and long-term monitoring of the sites. The Company does not believe that the losses for the known exposures will exceed the current accruals by material amounts, but there can be no assurances to this effect.

Environmental Sustainability

     The Company has pursued environmental sustainability in a number of ways. Processes are monitored in an attempt to produce the least amount of waste. None of the Company’s facilities are rated above Small Quantity Generated status. All of the waste disposal firms used by the Company are carefully selected in an attempt to prevent any future Superfund involvements. Actions are taken in an attempt to minimize the generation of hazardous wastes and to minimize air emissions. None of the Company’s facilities are classified as sites which generate more than minimal air emissions. Recycling of process water is a common practice. Best management practices are used in an effort to prevent contamination of soil and ground water on the Company’s sites. The Company has an active health, safety and environmental audit program in place throughout the world.

Market Risk Information

     The Company is currently exposed to market risk from changes in foreign currency rates and changes in interest rates. A discussion of the Company’s market risk exposure in financial instruments follows.

Foreign Currency Exchange Rates

     A large portion of the Company’s operations consist of manufacturing and sales activities in foreign jurisdictions, principally in Europe, Canada, West Africa, the Middle East, Latin America and the Pacific Rim. As a result, the Company’s financial performance may be affected by changes in foreign currency exchange rates or weak economic conditions in these markets. Overall, the Company generally is a net receiver of Pounds Sterling and Canadian dollars and, therefore, benefits from a weaker U.S. dollar with respect to these currencies. Typically, the Company is a net payer of euros and Norwegian krone as well as other currencies such as the Singapore dollar and the Brazilian real. A weaker U.S. dollar with respect to these currencies may have an adverse effect on the Company. For each of the last three years, the Company’s gain or loss from foreign currency-denominated transactions has not been material.

     In order to mitigate the effect of exchange rate changes, the Company will often attempt to structure sales contracts to provide for collections from customers in the currency in which the Company incurs its manufacturing costs. In certain instances, the Company has entered into forward foreign currency exchange contracts to hedge specific, large, non-U.S. dollar anticipated receipts or large anticipated receipts in currencies for which the Company does not traditionally have fully offsetting local currency expenditures. As of December 31, 2004, outstanding forward foreign currency exchange contracts were not material.

Interest Rates

     The Company is subject to interest rate risk on its long-term fixed interest rate debt and, to a lesser extent, variable interest rate borrowings. Variable-rate debt, where the interest rate fluctuates periodically, exposes the Company to short-term changes in market interest rates. Fixed-rate debt, where the interest rate is fixed over the life of the instrument, exposes the Company to changes in market interest rates reflected in the fair value of the debt and to the risk that the Company may need to refinance maturing debt with new debt at a higher rate.

     The Company has performed a sensitivity analysis to determine how market rate changes might affect the fair value of its debt. This analysis is inherently limited because it represents a singular, hypothetical set of assumptions. Actual market movements may vary significantly from the assumptions. The effects of market movements may also directly or indirectly affect the Company’s assumptions and its rights and obligations not covered by the sensitivity analysis. Fair value sensitivity is not necessarily indicative of the ultimate cash flow or the earnings effect from the assumed market rate movements.

     An instantaneous, one-percentage-point decrease in interest rates across all maturities and applicable yield curves would have increased the fair value of the Company’s debt positions by approximately $8.7 million at December 31, 2004 and $5.3 million at December 31, 2003. This analysis does not reflect the effect that increasing interest rates would have on other items, such as new borrowings, nor the unfavorable impact they would have on interest expense and cash payments for interest.

     The Company manages its debt portfolio to achieve an overall desired position of fixed and floating rates and may employ interest rate swaps as a tool to achieve that goal. The major risks from interest rate derivatives include changes in the interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions.

     As of December 31, 2004, the Company had $150.0 million in interest rate swaps which convert fixed-rate debt to variable- rate debt. The Company’s interest rate swaps hedge $150.0 million of the $200.0 million 2.65% fixed-rate Senior Notes. Under these interest rate swap agreements, the counterparties pay interest at a fixed rate of 2.65%, and the Company pays a variable interest rate based on published six-month LIBOR less 82.5 to 86.0 base points. Given outstanding amounts as of December 31, 2004, a one percent rise in interest rates would result in an additional $1.5 million in interest expense per year.

     The fair value of the Company’s Senior Notes is principally dependent on changes in prevailing interest rates. The fair values of the 1.5% Convertible Debentures and the 1.75% Convertible Debentures are principally dependent on both prevailing interest rates and the Company’s current share price as it relates to the initial conversion prices of $69.03 and $95.095 per share, respectively.

     The Company has various other long-term debt instruments of $4.5 million, but believes that the impact of changes in interest rates in the near term will not be material to these instruments.

35

Management’s Report on Internal Control Over Financial Reporting

     The Company maintains a system of internal controls that is designed to provide reasonable but not absolute assurance as to the reliable preparation of the consolidated financial statements. The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of errors or fraud, if any, within Cooper Cameron have been detected.

     The control environment of Cooper Cameron is the foundation for its system of internal controls over financial reporting and is embodied in the Company’s Standards of Conduct. It sets the tone of the Company’s organization and includes factors such as integrity and ethical values. The Company’s internal controls over financial reporting are supported by formal policies and procedures which are reviewed, modified and improved as changes occur in the Company’s business or are otherwise required by applicable rule-making bodies.

     The Audit Committee of the Board of Directors, which is composed solely of outside directors, meets periodically with members of management, the internal audit department and the independent registered public accountants to review and discuss internal controls over financial reporting and accounting and financial reporting matters. The independent registered public accountants and internal audit report to the Audit Committee and accordingly have full and free access to the Audit Committee at any time.

Assessment of Internal Control Over Financial Reporting

     Cooper Cameron’s management is responsible for establishing and maintaining adequate internal control (as defined in Rule 13A-15(f) under the Securities Exchange Act of 1934) over financial reporting.

     Management conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included a review of the documentation surrounding the Company’s financial controls, an evaluation of the design effectiveness of these controls, testing of the operating effectiveness of these controls and a conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of internal controls over financial reporting – including the possibility of the circumvention or overriding of controls – based on management’s evaluation, management has concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2004 based on the framework in Internal Control – Integrated Framework. However, because of changes in conditions, it is important to note that internal control system effectiveness may vary over time.

     In conducting management’s evaluation of the effectiveness of the Company’s internal controls over financial reporting, the operations of Petreco International Inc. and certain businesses of the PCC Flow Technologies segment of Precision Castparts Corp., both acquired during 2004, were excluded. These businesses constituted $289.6 million and $184.5 million of total and net assets, respectively, as of December 31, 2004 and $125.9 million and $9.3 million of revenues and pre-tax income, respectively, for the year ended December 31, 2004.

     Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on management’s assessment of internal control over financial reporting, which is included herein.

Sheldon R. Erikson
Chairman of the Board,
President and Chief Executive Officer

Franklin Myers
Senior Vice President and
Chief Financial Officer

36

Report of Independent Registered Public Accounting Firm
on Internal Control Over Financial Reporting

The Board of Directors and Stockholders of
Cooper Cameron Corporation

     We have audited management’s assessment, included in the Assessment of Internal Control Over Financial Reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Cooper Cameron Corporation maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in “Internal Control –Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Cooper Cameron Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

     A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

     As indicated in the accompanying Assessment of Internal Control Over Financial Reporting included in Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Petreco International (Petreco) and certain businesses of the PCC Flow Technologies segment of Precision Castparts Corp. (PCC), which are included in the 2004 consolidated financial statements of Cooper Cameron Corporation and constituted $289.6 million and $184.5 million of total and net assets, respectively, as of December 31, 2004 and $125.9 million and $9.3 million of revenues and net income, respectively, for the year then ended. Both Petreco and PCC were acquired by Cooper Cameron Corporation during 2004. Our audit of internal control over financial reporting of Cooper Cameron Corporation also did not include an evaluation of the internal control over financial reporting of Petreco and PCC.

     In our opinion, management’s assessment that Cooper Cameron Corporation maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Cooper Cameron Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO criteria.

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Cooper Cameron Corporation as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2004 and our report dated February 23, 2005 expressed an unqualified opinion thereon.

Houston, Texas
February 23, 2005

37

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
Cooper Cameron Corporation

     We have audited the accompanying consolidated balance sheets of Cooper Cameron Corporation (the Company) as of December 31, 2004 and 2003, and the related statements of consolidated results of operations, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cooper Cameron Corporation at December 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States.

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on criteria established in “Internal Control –Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2005 expressed an unqualified opinion thereon.

Houston, Texas
February 23, 2005

38

Consolidated Results of Operations
(dollars in thousands, except per share data)

	Year Ended December 31,
	2004			2003			2002
Revenues	$	2,092,845		$	1,634,346		$	1,538,100
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization)		1,560,268			1,181,650			1,102,504
Selling and administrative expenses		300,124			288,569			273,105
Depreciation and amortization		82,841			83,565			77,907
Non-cash write-down of technology investment		3,814			—			—
Interest income		(4,874	)		(5,198	)		(8,542	)
Interest expense		17,753			8,157			7,981
Total costs and expenses		1,959,926			1,556,743			1,452,955
Income before income taxes and cumulative effect of accounting change		132,919			77,603			85,145
Income tax provision		(38,504	)		(20,362	)		(24,676	)
Income before cumulative effect of accounting change		94,415			57,241			60,469
Cumulative effect of accounting change		—			12,209			—
Net income	$	94,415		$	69,450		$	60,469
Basic earnings per share:
Before cumulative effect of accounting change	$	1.77		$	1.05		$	1.12
Cumulative effect of accounting change		—			0.23			—
Net income per share	$	1.77		$	1.28		$	1.12
Diluted earnings per share:
Before cumulative effect of accounting change	$	1.75		$	1.04		$	1.10
Cumulative effect of accounting change		—			0.21			—
Net income per share	$	1.75		$	1.25		$	1.10

The Notes to Consolidated Financial Statements are an integral part of these statements.

39

Consolidated Balance Sheets
(dollars in thousands, except shares and per share data)

	December 31,
	2004			2003
Assets
Cash and cash equivalents	$	226,998		$	292,116
Short-term investments		—			22,033
Receivables, net		424,767			316,135
Inventories, net		454,713			473,207
Other		98,846			44,210
Total current assets		1,205,324			1,147,701
Plant and equipment, at cost less accumulated depreciation		478,651			471,333
Goodwill, less accumulated amortization		415,102			316,098
Other assets		257,353			205,553
Total assets	$	2,356,430		$	2,140,685
Liabilities and stockholders’ equity
Current portion of long-term debt	$	7,319		$	265,011
Accounts payable and accrued liabilities		516,872			397,326
Accrued income taxes		4,069			17,582
Total current liabilities		528,260			679,919
Long-term debt		458,355			204,061
Postretirement benefits other than pensions		42,575			43,446
Deferred income taxes		40,388			46,049
Other long-term liabilities		58,605			30,487
Total liabilities		1,128,183			1,003,962
Commitments and contingencies		—			—
Stockholders’ equity:
Common stock, par value $.01 per share, 150,000,000 shares authorized, 54,933,658 shares issued at December 31, 2004 and 2003		549			549
Preferred stock, par value $ .01 per share, 10,000,000 shares authorized, no shares issued or outstanding		—			—
Capital in excess of par value		948,740			957,912
Retained earnings		272,012			177,597
Accumulated other elements of comprehensive income		94,974			55,329
Less: Treasury stock at cost, 1,795,843 shares at December 31, 2004 (1,130,600 shares at December 31, 2003)		(88,028	)		(54,664	)
Total stockholders’ equity		1,228,247			1,136,723
Total liabilities and stockholders’ equity	$	2,356,430		$	2,140,685

The Notes to Consolidated Financial Statements are an integral part of these statements.

40

Consolidated Cash Flows
(dollars in thousands)

	Year Ended December 31,
	2004			2003			2002
Cash flows from operating activities:
Net income	$	94,415		$	69,450		$	60,469
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		70,157			68,242			67,053
Amortization		12,684			15,323			10,854
Write-off of unamortized debt issuance costs associated with retired debt		6,844			—			—
Non-cash write-down of technology investment		3,814			—			—
Cumulative effect of accounting change		—			(12,209	)		—
Deferred income taxes and other		(14,704	)		(979	)		(1,283	)
Changes in assets and liabilities, net of translation, acquisitions and non-cash items:
Receivables		(44,387	)		3,212			15,632
Inventories		76,207			(59,843	)		67,960
Accounts payable and accrued liabilities		(9,063	)		44,620			(9,579	)
Other assets and liabilities, net		(736	)		(26,199	)		(33,281	)
Net cash provided by operating activities		195,231			101,617			177,825
Cash flows from investing activities:
Capital expenditures		(53,481	)		(64,665	)		(82,148	)
Acquisitions, net of cash acquired		(171,032	)		—			(67,750	)
Purchases of short-term investments		—			(154,523	)		(45,862	)
Sales of short-term investments		22,033			157,910			124,395
Proceeds from sale of Cameron division headquarters building		—			—			39,460
Other		10,133			9,172			6,588
Net cash used for investing activities		(192,347	)		(52,106	)		(25,317	)
Cash flows from financing activities:
Loan repayments, net		(4,919	)		(496	)		(7,448	)
Issuance of long-term senior and convertible debt		437,862			—			—
Redemption of convertible debt		(443,903	)		—			—
Debenture issuance costs		(6,538	)		—			—
Purchase of treasury stock		(95,325	)		(48,652	)		—
Activity under stock option plans and other		41,979			1,280			5,156
Net cash used for financing activities		(70,844	)		(47,868	)		(2,292	)
Effect of translation on cash		2,842			16,673			11,944
Increase (decrease) in cash and cash equivalents		(65,118	)		18,316			162,160
Cash and cash equivalents, beginning of year		292,116			273,800			111,640
Cash and cash equivalents, end of year	$	226,998		$	292,116		$	273,800

The Notes to Consolidated Financial Statements are an integral part of these statements.

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Consolidated Changes in Stockholders’ Equity
(dollars in thousands)

								Accumulated
								other
			Capital in					elements of
	Common		excess of			Retained		comprehensive			Treasury
	stock		par value			earnings		income			stock			Total
Balance – December 31, 2001	$	546	$	951,441		$	47,678	$	(53,050	)	$	(23,334	)	$	923,281
Net income							60,469								60,469
Foreign currency translation									38,005						38,005
Minimum pension liability, net of $56 in taxes									91						91
Change in fair value of short-term investments, net of $56 in taxes									165						165
Comprehensive income															98,730
Common stock issued under stock option and other employee benefit plans				(4,729	)							21,545			16,816
Tax benefit of employee stock benefit plan transactions				2,944											2,944
Costs related to forward stock purchase agreements and other				(468	)										(468	)
Balance – December 31, 2002		546		949,188			108,147		(14,789	)		(1,789	)		1,041,303
Net income							69,450								69,450
Foreign currency translation									70,908						70,908
Minimum pension liability, net of $433 in taxes									(699	)					(699	)
Change in fair value of short-term investments, net of $56 in taxes									(91	)					(91	)
Comprehensive income															139,568
Purchase of treasury stock												(60,694	)		(60,694	)
Common stock issued under stock option and other employee benefit plans		3		4,447								7,819			12,269
Tax benefit of employee stock benefit plan transactions				4,831											4,831
Costs related to forward stock purchase agreements and other				(554	)										(554	)
Balance – December 31, 2003		549		957,912			177,597		55,329			(54,664	)		1,136,723
Net income							94,415								94,415
Foreign currency translation									40,332						40,332
Minimum pension liability, net of $352 in taxes									(568	)					(568	)
Change in fair value of short-term investments and other, net of $0 in taxes									(119	)					(119	)
Comprehensive income															134,060
Purchase of treasury stock												(95,325	)		(95,325	)
Common stock issued under stock option and other employee benefit plans				(15,817	)							61,961			46,144
Tax benefit of employee stock benefit plan transactions				6,645											6,645
Balance – December 31, 2004	$	549	$	948,740		$	272,012	$	94,974		$	(88,028	)	$	1,228,247

The Notes to Consolidated Financial Statements are an integral part of these statements.

42

Notes to Consolidated Financial Statements

Note 1: Summary of Major Accounting Policies

     Company Operations — Cooper Cameron Corporation (the Company or Cooper Cameron) is engaged primarily in the manufacture of oil and gas pressure control and separation equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission processes used in onshore, offshore and subsea applications. Cooper Cameron also manufactures and services air and gas compressors and turbochargers.

     Principles of Consolidation — The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. Investments from 20% to 50% in affiliated companies are accounted for using the equity method. The Company’s operations are organized into three separate business segments. The segments are Cameron, Cooper Cameron Valves (CCV) and Cooper Compression. Additional information regarding each segment may be found in Note 14 of the Notes to Consolidated Financial Statements.

     Estimates in Financial Statements — The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include estimated losses on accounts receivable, estimated warranty costs, estimated realizable value on excess inventory, contingencies, estimated liabilities for liquidated damages, estimates related to pension accounting and estimates related to deferred tax assets. Actual results could differ materially from these estimates.

     Revenue Recognition — The Company generally recognizes revenue once the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery of the equipment has occurred or services have been rendered, (iii) the price of the equipment or service is fixed and determinable and (iv) collectibility is reasonably assured. For certain engineering, procurement and construction type-contracts, which typically include the Company’s subsea systems and processing equipment contracts, revenue is recognized in accordance with Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts (SOP 81-1). Under SOP 81-1, the Company recognizes revenue on these contracts using a units-of-completion method. Under the units-of-completion method, revenue is recognized once the manufacturing process is complete for each piece of equipment specified in the contract with the customer. This would include customer inspection and acceptance, if required by the contract. Approximately 15% of the Company’s revenues for the year ended December 31, 2004 was recognized under SOP 81-1.

     Shipping and Handling Costs — Shipping and handling costs are reflected in the caption entitled “Cost of Sales” in the accompanying Consolidated Results of Operations.

     Short-term Investments — Investments in available for sale marketable debt and equity securities are carried at fair value, based on quoted market prices. Differences between cost and fair value are reflected as a component of accumulated other elements of comprehensive income until such time as those differences are realized. The basis for computing realized gains or losses is the specific identification method. The realized gains on short-term investments included in the Consolidated Results of Operations were $0, $278,000 and $2,547,000 for the years ended December 31, 2004, 2003 and 2002, respectively. If the Company determines that a loss is other than temporary, such loss will be charged to earnings.

     Allowance for Doubtful Accounts — The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of its customers to make required payments. Such allowances are based upon several factors including, but not limited to, historical experience and the current and projected financial condition of specific customers.

     Inventories — Aggregate inventories are carried at cost or, if lower, net realizable value. On the basis of current costs, 53% of inventories at December 31, 2004 and 56% at December 31, 2003 are carried on the last-in, first-out (LIFO) method. The remaining inventories, which are located outside the United States and Canada, are carried on the first-in, first-out (FIFO) method. The Company writes down its inventory for estimated obsolescence or excess quantities on hand equal to the difference between the cost of the inventory and its estimated realizable value. During 2004, the Company revised its estimate of realizable value on certain of its excess inventory. The impact of this revision was to increase the required reserve as of December 31, 2004 by $6,551,000. During 2004 and 2003, the Company reduced its LIFO inventory levels. These reductions resulted in a liquidation of certain low-cost inventory layers. As a result, the Company recorded non-cash LIFO income of $9,684,000, $15,932,000 and $97,000 for the years ended December 31, 2004, 2003 and 2002, respectively.

     Plant and Equipment — Property, plant and equipment, both owned and under capital lease, is carried at cost. Maintenance and repairs are expensed as incurred. The cost of renewals, replacements and betterments is capitalized. Depreciation is provided over the estimated useful lives of the related assets, or in the case of assets under capital leases, over the related lease term, if less, using primarily the straight-line method.

43

Depreciation expense for the years ended December 31, 2004, 2003 and 2002 was $70,157,000, $68,242,000 and $67,053,000, respectively. The estimated useful lives of the major classes of property, plant and equipment are as follows:

	Estimated
	Useful Lives
Buildings and leasehold improvements	10 — 40 years
Machinery and equipment	3 — 18 years
Office furniture, software and other	3 — 10 years

     Goodwill — In accordance with of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142), the Company reviews goodwill at least annually for impairment at the reporting unit level, or more frequently if indicators of impairment are present. The Company conducts its annual review by comparing the estimated fair value of each reporting unit to its respective book value. The estimated fair value for the 2004 and 2003 annual evaluations was determined using discounted cash flows and other market-related valuation models. Certain estimates and judgments are required in the application of the fair value models. The 2004 and 2003 annual evaluations indicated that no impairment of goodwill was required. The Company’s reporting units for SFAS 142 purposes are Cameron, CCV, Cooper Energy Services and Cooper Turbocompressor. Cooper Energy Services and Cooper Turbocompressor are combined for segment reporting purposes in the Cooper Compression segment (see Note 14 of the Notes to Consolidated Financial Statements for further discussion of the Company’s business segments).

     Intangible Assets — The Company’s intangible assets, excluding goodwill and unrecognized prior service costs related to its pension plan, represent purchased patents, trademarks and other identifiable intangible assets. Other identifiable intangible assets are amortized on a straight-line basis over the years expected to be benefited, ranging from 5 to 20 years. Such intangibles are tested for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable. As many areas of the Company’s business rely on patents and proprietary technology, it has followed a policy of seeking patent protection both inside and outside the United States for products and methods that appear to have commercial significance. The costs of internally developing any intangibles, as well as costs of defending such intangibles, are expensed as incurred.

     Long-Lived Assets — In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), long-lived assets, excluding goodwill and indefinite-lived intangibles, to be held and used by the Company are reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases its evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flows analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. Assets are classified as held for sale when the Company has a plan for disposal of such assets and those assets meet the held for sale criteria contained in SFAS 144 and are stated at estimated fair value less estimated costs to sell.

     Income Taxes — The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Income tax expense includes U.S. and foreign income taxes, including U.S. federal taxes on undistributed earnings of foreign subsidiaries to the extent such earnings are planned to be remitted. Taxes are not provided on the translation component of comprehensive income since the effect of translation is not considered to modify the amount of the earnings that are planned to be remitted. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.

     Environmental Remediation and Compliance — Environmental remediation and postremediation monitoring costs are accrued when such obligations become probable and reasonably estimable. Such future expenditures are not discounted to their present value.

     Product Warranty — Estimated warranty expense is accrued either at the time of sale based upon historical experience or, in some cases, when specific warranty problems are encountered. Adjustments to the recorded liability are made periodically to reflect actual experience.

     Stock-Based Compensation — At December 31, 2004, the Company had two stock-based employee compensation plans and one stock-based compensation plan for its outside directors. These plans are described in further detail in Note 9 of the Notes to Consolidated Financial Statements. The Company measures compensation expense for its stock-based compensation plans using the intrinsic value method. The following table illustrates the effect on net income and earnings per share if the Company had used the alternative fair value method to recognize stock-based employee compensation expense based on the number of shares that vest in each period.

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	Year Ended December 31,
(dollars in thousands, except per share data)	2004			2003			2002
Net income, as reported	$	94,415		$	69,450		$	60,469
Deduct: Total stock-based employee compensation expense determined under the fair value method for all awards, net of tax		(24,818	)		(23,093	)		(22,753	)
Pro forma net income	$	69,597		$	46,357		$	37,716
Earnings per share:
Basic - as reported	$	1.77		$	1.28		$	1.12
Basic - pro forma	$	1.31		$	0.85		$	0.70
Diluted - as reported	$	1.75		$	1.25		$	1.10
Diluted - pro forma	$	1.28		$	0.84		$	0.68

     During the second quarter of 2004, the Company’s Board of Directors accelerated the vesting on 622,262 option shares previously granted to employees of the Company in an effort to minimize the impact of the Financial Accounting Standards Board’s Exposure Draft entitled “Share-Based Payments” (see “Recently Issued Accounting Pronouncements” below). Although this action established a new measurement date for these options under the intrinsic value method, there was no compensation expense associated with this action since the exercise price related to the accelerated options was above the fair market value of the Company’s common stock on the day the acceleration was affected. However, approximately $10.4 million of compensation expense under the fair value method was accelerated as a result of this action and has been reflected in the above pro forma table as additional compensation expense for the year ended December 31, 2004.

     Derivative Financial Instruments — The Company recognizes all derivative financial instruments as assets and liabilities and measures them at fair value. Hedge accounting is only applied when the derivative is deemed highly effective at offsetting changes in anticipated cash flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive income until the underlying transactions are recognized in earnings, at which time any deferred hedging gains or losses are also recorded in earnings on the same line as the hedged item. Any ineffective portions of the change in the fair value of a derivative used as a cash flow hedge is recorded in earnings as incurred. The Company also uses forward contracts to hedge foreign currency assets and liabilities. These contracts are not designated as hedges under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). Therefore, the change in fair value of these contracts are recognized in earnings as they occur and offset gains or losses on the related asset or liability.

     Cash Equivalents — For purposes of the Consolidated Cash Flows statement, the Company considers all investments purchased with original maturities of three months or less to be cash equivalents.

     Foreign Currency — For most subsidiaries and branches outside the U.S., the local currency is the functional currency. In accordance with Statement of Financial Accounting Standards No. 52, Foreign Currency Translation, the financial statements of these subsidiaries and branches are translated into U.S. dollars as follows: assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and stockholders’ equity at historical exchange rates. For those subsidiaries for which the local currency is the functional currency, the resulting translation adjustment is recorded as a component of accumulated other elements of comprehensive income in the accompanying Consolidated Balance Sheets.

     For certain other subsidiaries and branches, operations are conducted primarily in currencies other than the local currencies, which are therefore the functional currency. Non-local currency monetary assets and liabilities are remeasured at year-end exchange rates. Revenue, expense and gain and loss accounts of these foreign subsidiaries and branches are remeasured at average exchange rates. Non-local currency non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are remeasured at historical rates.

     Foreign currency gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in income. The effects of foreign currency transactions were gains (losses) of $(1,981,968), $5,716,000 and $(1,147,000) for the years ended December 31, 2004, 2003 and 2002, respectively.

     Reclassifications — Certain prior year amounts have been reclassified to conform to the current year presentation.

     Cumulative Effect of Accounting Change — In May 2003, the Financial Accounting Standards Board (FASB) issued Statement of Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (SFAS 150), which became effective for the Company as of the beginning of the third quarter of 2003. SFAS 150 affected the Company’s accounting for its two forward purchase agreements, then outstanding, covering 1,006,500 shares of the Company’s common stock. Prior to the adoption of SFAS 150, these agreements were treated as permanent equity and changes in the fair value of these agreements were not recognized. Upon the adoption of SFAS 150, the Company recorded these agreements as an asset at their estimated fair value of $12,209,000. This amount has been reflected as the cumulative effect of an accounting change in the Company’s consolidated results of operations. There was no tax expense

45

associated with this item as the gain is not taxable. The Company terminated these forward contracts effective August 14, 2003 by paying the counterparty approximately $37,992,000 to purchase the shares covered by these agreements. These share have been reflected as treasury stock in the Company’s consolidated balance sheet at December 31, 2003 at an amount equal to the cash paid to purchase the shares plus the estimated fair value of the agreements. This amount aggregated $50,034,000. The change in the fair value of the forward purchase agreements from July 1, 2003 to August 14, 2003, which was a loss of $167,000, was recognized in the Company’s consolidated results of operations.

     Recently Issued Accounting Pronouncements — In May 2004, the FASB issued FASB Staff Position 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (FSP 106-2). FSP 106-2 provides accounting and reporting guidance for plans for companies who have concluded that prescription drug benefits offered by their plan(s) are actuarially equivalent to Medicare Part D under the Act and therefore believe the plan(s) are entitled to receive the subsidy available under the Act. Although the final regulations for what benefits are actuarially equivalent have not been published, the Company’s actuaries have concluded that it is probable that the Company’s plan will be eligible for the subsidy. Therefore, the estimated subsidy has been reflected as a reduction in the accumulated postretirement benefit obligation at December 31, 2004 in the amount of $3,667,000. This change did not impact the measurement of net periodic postretirement benefit costs for the year ended December 31, 2004. The effect of the subsidy on the measurement of net periodic postretirement benefit cost for 2005 will be a decrease of $1,159,000.

     In October 2004, the American Jobs Creation Act of 2004 (the Jobs Creation Act) was signed into law. The Jobs Creation Act contains new provisions that may impact the Company’s U.S. income tax liability in future years. The FASB has proposed accounting guidance for certain of the Jobs Creation Act’s provisions by issuing two draft FASB Staff Positions (FSPs 109-a and 109-b) dealing with the deduction the Jobs Creation Act offers to domestic manufacturers, and the temporary lower tax rate on repatriated foreign earnings. As drafted, the FSPs would be effective immediately upon final issuance. The Company is currently analyzing those provisions and will reflect any tax effect in the period in which the effect becomes probable.

     In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151, Inventory Costs (SFAS 151). SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company believes there will be no material effect upon adoption of this statement.

     In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payments (SFAS 123R). SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized over their vesting periods in the income statement based on their estimated fair values. SFAS 123R is effective for all public entities in the first interim or annual reporting period beginning after June 15, 2005.

     Although the Company has not completed its analysis of the impact of SFAS 123R, the Company currently estimates that it will recognize approximately $0.13 per diluted share of equity- and option-based compensation expense for 2005 (unaudited), assuming the Company elects the modified prospective transition alternative. However, this estimate may increase or decrease materially once the Company completes its analysis of the impact of SFAS 123R. As a result of the impending adoption of SFAS 123R, the Company decided to accelerate certain options to avoid additional compensation expense in 2005 and future years. See “Stock-Based Compensation” above.

Note 2: Plant Closing, Business Realignment and Other Related Costs

     Plant closing, business realignment and other related costs by segment for the last three years were as follows:

	Year Ended December 31,
(dollars in thousands)	2004		2003		2002
Amounts included in costs of sales:
Cooper Compression	$	—	$	—	$	11,214
Amounts included in selling and administrative expenses:
Cameron		4,100		5,784		6,275
CCV		1,426		—		—
Cooper Compression		570		3,137		14,637
Corporate		—		5,652		1,193
		6,096		14,573		22,105
Total costs	$	6,096	$	14,573	$	33,319

     During 2004, the Company’s selling and administrative expenses included $6,096,000 of severance costs, primarily related to a workforce reduction program at Cameron, which was completed as of December 31, 2004.

     During 2003, the Company’s selling and administrative expenses included plant closing, business realignment and other related costs totaling $14,573,000. This amount was comprised of (i) $6,181,000 for employee severance at Cameron and at Cooper Compression , (ii) $1,240,000 of other plant closure costs at Cooper Compression related to the closure of 13 facilities announced in the fourth quarter of 2002, (iii) $4,646,000 related to the Company’s unsuccessful efforts to acquire a certain oil service business, (iv) $1,006,000 related to the

46

Company’s international tax restructuring activities, which were begun in 2002, and (v) $1,500,000 related to a litigation award associated with the use of certain intellectual property obtained in connection with a previous acquisition.

     During 2002, the Company recorded $33,319,000 of charges related to plant closing, business realignment and other related activities. Of this amount, Cooper Compression recorded $25,851,000 of costs related generally to the closure of 13 facilities in the gas compression business. This amount was comprised of (i) $1,632,000 million related to severance and relocation expenses, (ii) $8,177,000 of facility exit costs, including lease termination payments, and (iii) $16,042,000 of facility and inventory write-downs. The $7,468,000 of costs related to the Company’s other divisions consisted of (i) $1,082,000 related to severance, (ii) $5,193,000 of facility write-downs and losses on property disposals, and (iii) $1,193,000 related to the Company’s international tax restructuring activities.

     The number of employees terminated as a result of the above actions were approximately 406, 266 and 210 in 2004, 2003 and 2002, respectively.

     A summary of the impact on various liability accounts associated with the aforementioned actions taken in 2003 and 2002 follows:

	Balance at
	Beginning				Cash						Balance at
(dollars in thousands)	of Year		Additions		Disbursements			Other			End of Year
Severance	$	1,322	$	—	$	(461	)	$	(623	)	$	238
Facility closure		4,873		—		(982	)		(367	)		3,524
Retained liabilities from sale of Rotating business		1,779		—		(433	)		123			1,469
Environmental		4,380		—		(764	)		(79	)		3,537
Costs associated with an unsuccessful acquisition		481		—		(96	)		(385	)		—
Total	$	12,835	$	—	$	(2,736	)	$	(1,331	)	$	8,768

Note 3: Acquisitions

     On February 27, 2004, the Company acquired one hundred percent of the outstanding stock of Petreco International Inc. (Petreco), a Houston-based supplier of oil and gas separation products, for approximately $89,922,000, net of cash acquired and debt assumed. Petreco provides highly engineered, custom processing products to the oil and gas industry worldwide and provides the Company with additional product offerings that are complementary to its existing products. Petreco’s results are included in the Company’s consolidated financial statements for the period subsequent to the acquisition date.

     A preliminary purchase price allocation for the Petreco acquisition resulted in goodwill of approximately $68,654,000 at December 31, 2004, of which none will be deductible for income tax purposes. The purchase price allocation is subject to adjustment as the Company is awaiting additional information relating to the fair value of Petreco’s intangible assets.

     On July 2, 2004, the Company acquired the assets of Unicel, Inc. (Unicel), a Louisiana-based supplier of oil separation products, for approximately $6,700,000 in cash and a note payable for $500,000. The Unicel acquisition expanded the product offering of Petreco. Unicel’s results are included in the Company’s consolidated financial statements for the period subsequent to the acquisition date.

     A preliminary purchase price allocation for the Unicel acquisition resulted in goodwill of approximately $5,702,000 at December 31, 2004, all of which should be deductible for income tax purposes. The purchase price allocation is subject to adjustment as the Company is awaiting additional information relating to the fair value of Unicel’s assets and liabilities.

     On November 29, 2004, the Company acquired certain businesses of the PCC Flow Technologies segment of Precision Castparts Corp. (PCC), for approximately $79,668,000, net of cash acquired and debt assumed, subject to adjustment based upon the actual net assets of the businesses at the acquisition date. The operations acquired serve customers in the surface oil and gas production, pipeline and process markets. The results of the PCC entities acquired are included in the Company’s consolidated financial statements for the period subsequent to the acquisition date.

     A preliminary purchase price allocation for the PCC acquisition resulted in goodwill of approximately $10,973,000 at December 31, 2004, of which the majority will not be deductible for income tax purposes. The purchase price allocation is subject to adjustment as the Company is awaiting additional information relating to the fair value of PCC’s assets and liabilities.

     During 2002, the Company’s acquisitions consisted of a Canadian valve manufacturer, a wellhead business located in West Texas and certain drilling and riser-related assets from another oilfield equipment supplier. Cash and debt consideration for these acquisitions totaled $70,250,000 and resulted in goodwill of approximately $32,315,000, excluding the impact of movements in foreign currencies. The majority of this goodwill resides in the CCV segment.

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Note 4: Receivables

     Receivables consisted of the following:

	December 31,
(dollars in thousands)	2004			2003
Trade receivables	$	414,150		$	304,761
Other receivables		15,130			13,197
Allowance for doubtful accounts		(4,513	)		(1,823	)
Total receivables	$	424,767		$	316,135

Note 5: Inventories

     Inventories consisted of the following:

	December 31,
(dollars in thousands)	2004			2003
Raw materials	$	63,674		$	38,766
Work-in-process		119,073			142,328
Finished goods, including parts and subassemblies		346,247			360,154
Other		2,984			2,183
		531,978			543,431
Excess of current standard costs over LIFO costs		(29,487	)		(32,907	)
Allowance for obsolete and excess inventory		(47,778	)		(37,317	)
Total inventories	$	454,713		$	473,207

Note 6: Plant and Equipment, Goodwill and Other Assets

     Plant and equipment consisted of the following:

	December 31,
(dollars in thousands)	2004			2003
Land and land improvements	$	36,832		$	39,137
Buildings		219,764			203,072
Machinery and equipment		563,824			531,121
Tooling, dies, patterns, etc.		55,182			51,141
Office furniture & equipment		86,861			96,603
Capitalized software		76,903			114,332
Assets under capital leases		18,917			21,786
All other		14,830			13,116
Construction in progress		21,960			27,925
		1,095,073			1,098,233
Accumulated depreciation		(616,422	)		(626,900	)
Total plant and equipment	$	478,651		$	471,333

     Goodwill consisted of the following:

			December 31, 2004							December 31, 2003
			Accumulated			Net Book				Accumulated			Net Book
(dollars in thousands)	Gross		Amortization			Value		Gross		Amortization			Value
Cameron	$	358,993		$  (135,435	)	$	223,558	$	277,119		$  (131,212	)	$	145,907
CCV		170,356		(41,034	)		129,322		148,134		(40,165	)		107,969
Cooper Compression		103,186		(40,964	)		62,222		103,186		(40,964	)		62,222
Total goodwill	$	632,535		$  (217,433	)	$	415,102	$	528,439		$  (212,341	)	$	316,098

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     The change in net goodwill from December 31, 2003 to December 31, 2004 resulted from the following (dollars in thousands):

Acquisition of Petreco, reflected in the Cameron segment	$	68,654
Acquisition of Unicel, reflected in the Cameron segment		5,702
Acquisition of PCC Flow Technologies entities, primarily reflected in the CCV segment		10,973
Other		4,120
Translation		9,555
Total net change in goodwill	$	99,004

     Other assets consisted of the following:

	December 31,
(dollars in thousands)	2004			2003
Long-term prepaid benefit costs of defined benefit pension plans	$	137,086		$	121,515
Deferred income taxes		61,487			52,086
Intangible assets related to pension plans		101			116
Other intangibles:
Gross		39,671			12,492
Accumulated amortization		(6,833	)		(8,978	)
Other		25,841			28,322
Total other assets	$	257,353		$	205,553

     Amortization associated with the Company’s capitalized software and other amortizable intangibles (primarily patents, trademarks and other) recorded as of December 31, 2004 is expected to approximate $8,627,000, $7,945,000, $7,647,000, $7,390,000 and $6,631,000 for the years ending December 31, 2005, 2006, 2007, 2008 and 2009, respectively.

Note 7: Accounts Payable and Accrued Liabilities

     Accounts payable and accrued liabilities consisted of the following:

	December 31,
(dollars in thousands)	2004		2003
Trade accounts and accruals	$	252,049	$	173,081
Salaries, wages and related fringe benefits		89,654		62,976
Advances from customers		88,269		102,167
Payroll and other taxes		22,456		20,419
Product warranty		16,481		5,333
Deferred income taxes		13,505		12,074
Product liability		5,603		1,046
Accruals for plant closing, business realignment and other related costs		5,670		3,981
Other		23,185		16,249
Total accounts payable and accrued liabilities	$	516,872	$	397,326

     Activity during the year associated with the Company’s product warranty accruals was as follows (dollars in thousands):

	Warranty		Charges
Balance	Provisions During		Against		Translation		Balance
December 31, 2003	the Year		Accrual		and Other		December 31, 2004
$5,333		16,265		(11,167)		6,050		$    16,481

     Included in “Translation and Other” is $5,764,000 of product warranty accruals assumed with the Petreco and PCC acquisitions.

49

Note 8: Employee Benefit Plans

     Total net benefit plan expense associated with the Company’s defined benefit pension and postretirement benefit plans consisted of the following:

													Postretirement
	Pension Benefits												Benefits
(dollars in thousands)	2004			2003			2002			2004			2003			2002
Service cost	$	7,036		$	6,597		$	6,359		$	12		$	11		$	13
Interest cost		21,255			19,842			20,021			2,601			3,118			2,936
Expected return on plan assets		(27,795	)		(23,440	)		(25,572	)		—			—			—
Amortization of prior service cost		(526	)		(467	)		(346	)		(463	)		(80	)		(137	)
Amortization of losses (gains) and other		7,988			7,838			4,322			747			—			(500	)
Total net benefit plan expense	$	7,958		$	10,370		$	4,784		$	2,897		$	3,049		$	2,312
Net benefit plan expense:
U.S. plans	$	2,819		$	5,957		$	2,388		$	2,897		$	3,049		$	2,312
Foreign plans		5,139			4,413			2,396			—			—			—
Total net benefit plan expense	$	7,958		$	10,370		$	4,784		$	2,897		$	3,049		$	2,312

     The change in the benefit obligations associated with the Company’s defined benefit pension and postretirement benefit plans consisted of the following:

							Postretirement
	Pension Benefits						Benefits
(dollars in thousands)	2004			2003			2004			2003
Benefit obligation at beginning of year	$	359,521		$	306,309		$	42,624		$	47,472
Service cost		7,036			6,597			12			11
Interest cost		21,255			19,842			2,601			3,118
Plan participants’ contributions		549			817			—			—
Amendments		—			(2,131	)		—			(3,825	)
Curtailments		(250	)		—			—			—
Actuarial losses (gains)		32,462			30,735			(14,798	)		611
Exchange rate changes		14,943			17,631			—			—
Benefits paid directly or from plan assets		(20,947	)		(20,279	)		(3,767	)		(4,763	)
Benefit obligation at end of year	$	414,569		$	359,521		$	26,672		$	42,624
Benefit obligations at end of year:
U.S. plans	$	198,689		$	186,728		$	26,672		$	42,624
Foreign plans		215,880			172,793			—			—
Total obligation at end of year	$	414,569		$	359,521		$	26,672		$	42,624

     The total accumulated benefit obligation for the Company’s defined benefit pension plans was $389,762,000 and $338,198,000 at December 31, 2004 and 2003, respectively.

50

     The change in the plan assets associated with the Company’s defined benefit pension and postretirement benefit plans consisted of the following:

							Postretirement
	Pension Benefits						Benefits
(dollars in thousands)	2004			2003			2004			2003
Fair value of plan assets at beginning of year	$	342,296		$	286,150		$	—		$	—
Actual return on plan assets		25,853			38,735			—			—
Actuarial gains		5,010			1,927			—			—
Company contributions		18,210			18,678			3,767			4,763
Plan participants’ contributions		549			817			—			—
Exchange rate changes		13,250			15,697			—			—
Benefits paid from plan assets		(20,380	)		(19,708	)		(3,767	)		(4,763	)
Fair value of plan assets at end of year	$	384,788		$	342,296		$	—		$	—
Fair value of plan assets at end of year:
U.S. plans	$	193,790		$	186,288		$	—		$	—
Foreign plans		190,998			156,008			—			—
Total fair value of plan assets at end of year	$	384,788		$	342,296		$	—		$	—

     Asset investment allocations for the Company’s main defined benefit pension and postretirement benefit plans in the United States and the United Kingdom, which account for over 99% of total plan assets, are as follows:

							Postretirement
	Pension Benefits						Benefits
	2004			2003			2004		2003
U.S. plan:
Equity securities		62	%		58	%		—		—
Fixed income debt securities and cash		38	%		42	%		—		—
U.K. plan:
Equity securities		48	%		50	%		—		—
Fixed income debt securities and cash		52	%		50	%		—		—

     In each jurisdiction, the investment of plan assets is overseen by a plan asset committee whose members act as trustees of the plan and set investment policy. For the years ended December 31, 2004 and 2003, the investment strategy has been designed to approximate the performance of market indexes. The actual asset allocations at December 31, 2004 approximated the targeted allocations.

     During 2004, the Company made contributions totaling $18,210,000 to the assets of its various defined benefit plans. Such contributions for 2005 are currently expected to approximate $8,000,000, assuming no change in the current discount rate or expected investment earnings.

     The net assets (liabilities) associated with the Company’s defined benefit pension and postretirement benefit plans recognized on the balance sheet consisted of the following:

							Postretirement
	Pension Benefits						Benefits
(dollars in thousands)	2004			2003			2004			2003
Plan assets less than benefit obligations at end of year	$	(29,781	)	$	(17,225	)	$	(26,672	)	$	(42,624	)
Unrecognized net loss		164,770			137,503			(12,455	)		3,089
Unrecognized prior service cost		(3,510	)		(4,039	)		(3,448	)		(3,911	)
Unrecognized net transition obligation		—			—			—			—
Prepaid (accrued) pension cost		131,479			116,239			(42,575	)		(43,446	)
Underfunded plan adjustments recognized:
Accrued minimum liability		(2,542	)		(1,637	)		—			—
Intangible asset		101			116			—			—
Accumulated other comprehensive income, net of tax		1,507			939			—			—
Net assets (liabilities) recognized on balance sheet at end of year	$	130,545		$	115,657		$	(42,575	)	$	(43,446	)

51

							Postretirement
	Pension Benefits						Benefits
(dollars in thousands)	2004			2003			2004			2003
Balance sheet classification at end of year:
Assets recognized:
U.S. plans	$	71,021		$	66,478		$	—		$	—
Foreign plans		66,166			55,153			—			—
Liabilities recognized:
U.S. plans		(3,893	)		(3,707	)		(42,575	)		(43,446	)
Foreign plans		(4,256	)		(3,206	)		—			—
Accumulated other comprehensive income, net of tax:
U.S. plans		331			272			—			—
Foreign plans		1,176			667			—			—
Total recognized	$	130,545		$	115,657		$	(42,575	)	$	(43,446	)

     The weighted-average assumptions associated with the Company’s defined benefit pension and postretirement benefit plans were as follows:

							Postretirement
	Pension Benefits						Benefits
	2004			2003			2004			2003
Assumptions related to net benefit costs:
Domestic plans:
Discount rate		6.25	%		7.0	%		6.25	%		6.75	%
Expected return on plan assets		8.75	%		8.9	%
Rate of compensation increase		4.5	%		4.5	%
Health care cost trend rate								11.0	%		12.0	%
Measurement date		1/1/2004			1/1/2003			10/1/2003			10/1/2002
International plans:
Discount rate		5.0 - 5.5	%		6.0	%
Expected return on plan assets		5.5 - 7.5	%		6.0 - 8.0	%
Rate of compensation increase		2.75 - 4.0	%		2.75 - 4.0	%
Measurement date		12/31/2003			12/31/2002
Assumptions related to end of period benefit obligations:
Domestic plans:
Discount rate		5.75	%		6.25	%		5.75	%		6.25	%
Rate of compensation increase		4.5	%		4.5	%
Health care cost trend rate								10.0	%		11.0	%
Measurement date		12/31/2004			12/31/2003			10/1/2004			10/1/2003
International plans:
Discount rate		5.0 - 5.5	%		5.5 - 5.75	%
Rate of compensation increase		2.75 - 4.0	%		2.75 - 4.0	%
Measurement date		12/31/2004			12/31/2003

     The discount rates used for valuation calculations were lowered in 2004 to reflect the decrease in long-term interest rates. Additionally, the expected long-term rates of return on assets used to compute expense for the year ended December 31, 2004 were lowered from rates used in 2003 to reflect estimated future investment returns and anticipated asset allocations and investment strategies.

     The rate of compensation increase for the domestic plans is based on an age-grade scale ranging from 3.0% to 7.5% with a weighted-average rate of approximately 4.5%.

     The health care cost trend rate is assumed to decrease gradually from 11.0% to 5.0% by 2010 and remain at that level thereafter. A one-percentage-point change in the assumed health care cost trend rate would have the following effects:

52 

	One-percentage-		One-percentage-
(dollars in thousands)	point Increase		point Decrease
Effect on total of service and interest cost components in 2004	$	92	$	(82	)
Effect on postretirement benefit obligation as of December 31, 2004	$	1,593	$	(1,424	)

     Year-end amounts applicable to the Company’s pension plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets were as follows:

	Projected Benefit						Accumulated Benefit
	Obligation in Excess						Obligation in Excess
	of Plan Assets						of Plan Assets
(dollars in thousands)	2004			2003			2004			2003
Fair value of applicable plan assets	$	384,788		$	156,464		$	4,750		$	4,493
Projected benefit obligation of applicable plans	$	(414,569	)	$	(177,012	)
Accumulated benefit obligation of applicable plans							$	(12,898	)	$	(11,369	)

     The Company sponsors the Cooper Cameron Corporation Retirement Plan (Retirement Plan) covering the majority of salaried U.S. employees and certain domestic hourly employees, as well as separate defined benefit pension plans for employees of its U.K. and German subsidiaries, and several unfunded defined benefit arrangements for various other employee groups. The U.K. defined benefit pension plan was frozen with respect to new entrants effective June 14, 1996, and the Retirement Plan was frozen with respect to new entrants effective May 1, 2003. Additionally, with respect to the Retirement Plan, the basic credits to participant account balances decreased from 4% of compensation below the Social Security Wage Base plus 8% of compensation in excess of the Social Security Wage Base to 3% and 6%, respectively, and vesting for participants who had not completed three full years of vesting service as of May 1, 2003 changed from a three-year graded vesting with 33% vested after three years and 100% vested after five years to five-year cliff vesting.

     In addition, the Company’s domestic employees who are not covered by a bargaining unit are also eligible to participate in the Cooper Cameron Corporation Retirement Savings Plan. Under this plan, employees’ savings deferrals are partially matched with shares of the Company’s Common stock or cash. In addition, the Company makes cash contributions for hourly employees who are not covered under collective bargaining agreements and will make contributions equal to 2% of earnings of new employees hired on or after May 1, 2003, who are not eligible for participation in the Retirement Plan, based upon the achievement of certain financial objectives by the Company. The Company’s expense under this plan for the years ended December 31, 2004, 2003 and 2002 amounted to $8,193,000, $8,050,000 and $8,192,000, respectively. In addition, the Company provides various savings plans for employees under collective bargaining agreements and, in the case of certain international employees, as required by government mandate, which provide for, among other things, Company matching contributions in cash based on specified formulas. Expense with respect to these various defined contribution plans for the years ended December 31, 2004, 2003, and 2002 amounted to $8,020,000, $4,760,000 and $2,531,000, respectively.

     Benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

					Postretirement
	Pension Benefits				Benefits
(dollars in thousands)	U.S. Plans		Foreign Plans		U.S. Plans		Foreign Plans
Year ended December 31:
2005	$	13,090	$	5,015	$	3,152	$	—
2006	$	12,867	$	5,210	$	3,129	$	—
2007	$	13,883	$	5,418	$	3,054	$	—
2008	$	13,538	$	5,614	$	2,991	$	—
2009	$	16,410	$	5,811	$	2,862	$	—
2010 - 2014	$	86,776	$	32,194	$	12,398	$	—

     Certain of the Company’s employees participate in various domestic employee welfare benefit plans, including medical, dental and prescriptions. Certain employees will receive retiree medical, prescription and life insurance benefits. All of the welfare benefit plans, including those providing postretirement benefits, are unfunded.

     Effective January 1, 2004, various postretirement benefit plans were consolidated to standardize the provisions across all plans and update the plan design to control rising costs, which resulted in an actuarial gain of $3,825,000 that will be amortized over ten years.

 53

Note 9: Stock Options and Employee Stock Purchase Plan

     The Company maintains two equity compensation plans which require the approval of security holders with regard to shares available for grant — the Long-term Incentive Plan, as Amended and Restated as of November 2002 (the Long-term Incentive Plan) and the Second Amended and Restated 1995 Stock Option Plan for Non-employee Directors (the Non-employee Director Stock Option Plan). An additional plan, the Broad Based 2000 Incentive Plan (the Broad Based Incentive Plan) did not require shareholder approval of the number of shares available for grant at the time the plan was initially established. However, under new corporate governance rules recently implemented by the New York Stock Exchange and approved by the Securities and Exchange Commission, all stock compensation plans now require shareholder approval for future increases in options available for grant and for material plan amendments.

     The following table summarizes stock option activity for each of the three years ended December 31:

	Number of Shares
	Broad Based			Long-term			Non-employee			Weighted
	Incentive			Incentive			Director			Average
	Plan			Plan			Plan			Exercise Prices
Stock options outstanding at December 31, 2001		1,932,068			4,924,807			337,224		$	45.03
Options granted		1,012,800			614,802			42,000		$	47.20
Options cancelled		(98,662	)		(124,903	)		(10,808	)	$	51.74
Options exercised		(44,987	)		(311,841	)		(54,946	)	$	32.34
Stock options outstanding at December 31, 2002		2,801,219			5,102,865			313,470		$	45.92
Options granted		274,046			1,397,736			36,000		$	44.26
Options cancelled		(164,725	)		(302,156	)		(65,516	)	$	53.23
Options exercised		(97,888	)		(600,037	)		(6,000	)	$	31.35
Stock options outstanding at December 31, 2003		2,812,652			5,598,408			277,954		$	46.32
Options granted		37,400			601,062			36,000		$	50.56
Options cancelled		(91,201	)		(253,021	)		(37,740	)	$	55.09
Options exercised		(479,496	)		(909,755	)		(48,030	)	$	38.19
Stock options outstanding at December 31, 2004		2,279,355			5,036,694			228,184		$	47.75
Weighted-average exercise price of options outstanding at December 31, 2004	$	45.20		$	48.54		$	55.88		$	47.75

     Information relating to selected ranges of exercise prices for outstanding and exercisable options at December 31, 2004 was as follows:

						Options Outstanding						Options Exercisable
								Weighted-
						Number		Average Years		Weighted-		Number		Weighted-
Range of						Outstanding as		Remaining on		Average		Exercisable as		Average
Exercise Prices						of 12/31/2004		Contractual Life		Exercise Price		of 12/31/2004		Exercise Price
	$	24.19	—	$	33.00		876,679		6.01	$	31.31		876,679	$	31.31
	$	34.34	—	$	42.69		755,181		4.30	$	39.92		739,354	$	39.92
	$	42.75	—	$	42.93		1,209,628		8.87	$	42.93		353,034	$	42.93
	$	43.67	—	$	46.34		158,402		5.59	$	45.62		100,736	$	45.91
	$	46.91	—	$	46.91		1,315,002		7.87	$	46.91		1,302,436	$	46.91
	$	47.06	—	$	50.31		802,842		6.20	$	49.17		493,757	$	48.47
	$	50.81	—	$	53.43		268,045		4.67	$	51.94		253,379	$	51.88
	$	53.72	—	$	53.72		1,229,118		5.12	$	53.72		1,229,118	$	53.72
	$	54.41	—	$	78.94		900,081		2.94	$	66.73		899,231	$	66.74
	$	79.94	—	$	79.94		29,255		3.47	$	79.94		29,255	$	79.94
	$	24.19	—	$	79.94		7,544,233		6.06	$	47.75		6,276,979	$	48.32

54 

     Options are granted to key employees under the Long-term and Broad Based Incentive Plans and generally become exercisable on the first anniversary date following the date of grant in one-third increments each year. Certain key executives also elected in 2001 to receive options in lieu of salary for the salary period ending December 31, 2002. The options granted under the Options in Lieu of Salary Program became exercisable at the end of the salary period and will expire five years after the beginning of the salary period. The Options in Lieu of Salary Program was discontinued effective January 1, 2003.

     Under the Company’s Non-employee Director Stock Option Plan, non-employee directors receive a grant of 6,000 stock options annually and, for new directors, upon first joining the Board. The options generally expire five years after the date of grant and become exercisable one year following the date of grant. In addition, prior to January 1, 2003, directors were permitted to take either a portion of or their full annual retainer in cash ($30,000) or receive, in lieu of cash, additional stock options. During 2001, all directors received their full retainer for the service year 2002 in stock options. These retainer options, totaling 25,740 shares, became exercisable one year following the beginning of the retainer period and will expire five years following the beginning of the retainer period. The exercise price for all option grants is equal to the fair market value of the Company’s stock at the date of grant.

     As of December 31, 2004, shares reserved for future grants under the Broad Based Incentive, Long-term Incentive and Non-employee Director Stock Option Plans were 104,420, 1,897,862 and 337,752, respectively.

     Had the Company followed the alternative fair value method of accounting for stock-based compensation, the weighted-average fair value per share of options granted during 2004, 2003 and 2002 would have been $13.14, $14.67 and $17.09, respectively. The weighted-average fair value per share of stock purchases under the Employee Stock Purchase Plan during 2003 and 2002 would have been $15.45 and $14.52, respectively. The fair values were estimated using the Black-Scholes model with the following weighted-average assumptions:

	Year Ended December 31,
	2004			2003			2002
Expected life (in years)		3.5			3.4			3.3
Risk-free interest rate		3.1	%		2.6	%		2.4	%
Volatility		29.0	%		41.8	%		47.6	%
Dividend yield		0.0	%		0.0	%		0.0	%

     Further information on the impact on net income and earnings per share of using the alternative fair value method to recognize stock-based employee compensation expense may be found in Note 1 of the Notes to Consolidated Financial Statements.

Employee Stock Purchase Plan

     Under the Cooper Cameron Employee Stock Purchase Plan, the Company is authorized to sell up to 2,000,000 shares of Common stock to its full-time employees in the United States, U.K., Ireland, Norway, Singapore and Canada, nearly all of whom are eligible to participate. Under the terms of the Plan, employees may elect each year to have up to 10% of their annual compensation withheld to purchase the Company’s Common stock. The purchase price of the stock is 85% of the lower of the beginning-of-plan year or end-of-plan year market price of the Company’s Common stock. Under the 2003/2004 plan, more than 1,700 employees elected to purchase approximately 173,000 shares of the Company’s Common stock at $40.71 per share, or 85% of the market price of the Company’s Common stock on July 31, 2004, if lower. A total of 162,440 shares were purchased at $35.85 per share on July 31, 2003 under the 2002/2003 plan. However, due to the requirement of SFAS 123R to recognize expense associated with this plan, the Company elected not to offer this plan in 2004.

Note 10: Long-term Debt

     The Company’s debt obligations were as follows:

	December 31,
(dollars in thousands)	2004			2003
Senior notes, net of $103 of unamortized original issue discount	$	200,473		$	—
Convertible debentures, net of $0 of unamortized original issue discount ($62,446 at December 31, 2003)		253,750			458,310
Other debt		4,475			3,399
Obligations under capital leases		6,976			7,363
		465,674			469,072
Current maturities		(7,319	)		(265,011	)
Long-term portion	$	458,355		$	204,061

 55

     On March 12, 2004, the Company issued the senior notes due 2007 (the Senior Notes) in the aggregate amount of $200,000,000, with an interest rate of 2.65%, payable semi-annually on April 15 and October 15. In May 2004, the Company entered into interest rate swap agreements on a notional amount of $150,000,000 of its Senior Notes to take advantage of short-term interest rates available. Under these agreements, the Company receives interest from the counterparties at fixed rates of 2.65% and pays to the counterparties a floating rate of approximately LIBOR minus 0.8%. The hedges are considered perfectly effective against changes in the fair value of the debt due to the terms of the debt instrument and the hedge being the same, therefore there is no impact on the Consolidated Results of Operations for any changes in the fair value of the hedges. In accordance with SFAS 133, the shortcut method applies and there is no need to periodically reassess the effectiveness of the hedge during the term of the swaps, subject to any material change in the credit quality of the counterparties to these hedges. The swap agreements are recorded at fair value and are classified in Other Long-Term Assets with the offset to Long-Term Debt on the accompanying Consolidated Balance Sheets. The aggregate fair value of the swaps was a an asset of $575,319 as of December 31, 2004.

     On May 11 and June 10, 2004, the Company issued an aggregate amount of $230,000,000 and $8,000,000, respectively, of twenty-year convertible debentures due 2024 with an interest rate of 1.5%, payable semi-annually on May 15 and November 15 (the 1.5% Convertible Debentures). The Company has the right to redeem the 1.5% Convertible Debentures anytime after five years at the principal amount plus accrued and unpaid interest, and the debenture holders have the right to require the Company to repurchase the debentures on the fifth, tenth and fifteenth anniversaries of the issue. The 1.5% Convertible Debentures are convertible into the Company’s common stock at a rate of 14.4857 shares per debenture, or $69.03 per share. The holders can convert the debentures into the Company’s common stock only under the following circumstances:

•   during any quarter in which the sales price of the Company’s common stock exceeds 120% of the conversion price for at least 20 consecutive trading days in the 30 consecutive trading-day period ending on the last trading day of the immediately preceding quarter;

•   during any five consecutive trading-day period immediately following any five consecutive trading-day period in which the average trading price for the debentures is less than 97% of the average conversion value of the debentures;

•   upon fundamental changes in the ownership of the Company’s common stock, which would include a change of control as defined in the debenture agreement.

     At any time before conversion, the Company may irrevocably elect to satisfy with cash its conversion obligation for up to 100% of the principal amount of any debentures submitted for conversion, with any remaining amount to be satisfied in shares of the Company’s common stock. The Company has elected to use the “cash pay” provision with respect to its 1.5% Convertible Debentures for any debentures tendered for conversion or designated for redemption.

     On May 16, 2001, the Company issued two series of convertible debentures with aggregate gross proceeds to the Company of $450,000,000. The first series consisted of twenty-year zero-coupon convertible debentures (the Zero-Coupon Convertible Debentures) with an aggregate principal amount at maturity of approximately $320,756,000, and was repurchased in May 2004 for $259,524,000, net of unamortized discounts of $61,200,000.

     The second series consisted of twenty-year convertible debentures in an aggregate amount of $200,000,000, with an interest rate of 1.75%, payable semi-annually on May 15 and November 15 (the 1.75% Convertible Debentures). The Company has the right to redeem the 1.75% Convertible Debentures anytime after five years at the principal amount plus accrued and unpaid interest, and the debenture holders have the right to require the Company to repurchase the debentures on the fifth, tenth and fifteenth anniversaries of the issue. The 1.75% Convertible Debentures are convertible into the Company’s common stock at a rate of 10.5158 shares per debenture, or $95.095 per share. In May 2004, the Company redeemed $184,250,000 of the 1.75% Convertible Debentures.

     The net proceeds from the Senior Notes and the 1.5% Convertible Debentures were used to retire the Company’s Zero-Coupon Convertible Debentures and 1.75% Convertible Debentures, and for other purposes, including share repurchases.

     In connection with the early retirement of the Zero-Coupon Convertible Debentures and the 1.75% Convertible Debentures, the Company recorded a $6,844,000 pre-tax charge to write off the unamortized debt issuance costs associated with these debentures during the second quarter of 2004. This charge has been reflected in the caption entitled “Interest Expense” in the accompanying Consolidated Results of Operations.

     As of December 31, 2004, the Company was party to a credit agreement (the Credit Agreement) with various banks, which provides for a multi-currency borrowing capacity, plus the ability to issue letters of credit, totaling $200,000,000, expiring December 12, 2007. The Credit Agreement provides for unsecured borrowings at the London Interbank Offered Rate (LIBOR) plus 0.40%. In addition to certain up-front costs, the agreement carries a facility fee of 0.10% per annum on the committed amount of the facility, plus a usage fee of 0.125% on the outstanding borrowings if such amounts exceed 33% of the total amount committed, or approximately $66,000,000. The Credit Agreement also contains certain covenants including maintaining specific interest coverage and debt-to-total capitalization ratios. The Company is in compliance with all loan covenants. The entire amount of the facility was available for borrowing at December 31, 2004.

     In addition to the above, the Company also has other unsecured and uncommitted credit facilities available to its foreign subsidiaries to fund ongoing operating activities. Certain of these facilities also include annual facility fees.

     Other debt has a weighted-average interest rate of 2.0% at December 31, 2004 (4.13% at December 31, 2003).

56 

     Future maturities of the Company’s debt (excluding capital leases) are approximately $16,087,000 in 2006, $200,473,000 in 2007 and $238,000,000 in 2009. Maturities in 2006 include $15,750,000 related to the 1.75% Convertible Debentures, which the holders have the right to require the Company to repurchase on May 18, 2006 and maturities in 2009 include $238,000,000 related to the 1.5% Convertible Debentures, which the holders have the right to require the Company to repurchase on May 15, 2009. During February 2005, the Company retired $15,000,000 of the remaining 1.75% Convertible Debentures.

     Interest paid during the years ended December 31, 2004, 2003 and 2002 approximated $16,619,000, $4,143,000, and $4,901,000, respectively. Capitalized interest during these same periods totaled $0, $0, and $371,000, respectively.

Note 11: Leases

     The Company leases certain facilities, office space, vehicles and office, data processing and other equipment under capital and operating leases. Rental expenses for the years ended December 31, 2004, 2003 and 2002 were $23,157,000, $21,226,000, and $14,583,000, respectively. Future minimum lease payments with respect to capital leases and operating leases with terms in excess of one year were as follows:

	Capital			Operating
(dollars in thousands)	Lease Payments			Lease Payments
Year ended December 31:
2005	$	3,180		$	19,706
2006		2,105			12,126
2007		1,167			11,124
2008		442			8,698
2009		237			8,334
Thereafter		—			89,181
Future minimum lease payments		7,131			149,169
Less: amount representing interest		(155	)		—
Lease obligations at December 31, 2004	$	6,976		$	149,169

Note 12: Income Taxes

     The components of income (loss) before income taxes were as follows:

	Year Ended December 31,
(dollars in thousands)	2004		2003		2002
Income (loss) before income taxes:
U.S. operations	$	23,814	$	21,590	$	(1,958	)
Foreign operations		109,105		56,013		87,103
Income before income taxes	$	132,919	$	77,603	$	85,145

     The provisions for income taxes charged to operations were as follows:

	Year Ended December 31,
(dollars in thousands)	2004		2003			2002
Current:
U.S. federal	$	8,831	$	4,574		$	2,559
U.S. state and local		1,119		1,032			1,835
Foreign		18,835		20,288			21,962
		28,785		25,894			26,356
Deferred:
U.S. federal		6,046		(293	)		(4,768	)
U.S. state and local		909		(44	)		(717	)
Foreign		2,764		(5,195	)		3,805
		9,719		(5,532	)		(1,680	)
Income tax provision	$	38,504	$	20,362		$	24,676

 57

     The reasons for the differences between the provision for income taxes and income taxes using the U.S. federal income tax rate were as follows:

	Year Ended December 31,
(dollars in thousands)	2004			2003			2002
U.S. federal statutory rate		35.00	%		35.00	%		35.00	%
State and local income taxes		0.85			1.26			0.20
Tax exempt income		(2.13	)		(5.76	)		(3.08	)
Foreign statutory rate differential		(8.77	)		(14.84	)		(6.36	)
Change in valuation allowance on deferred tax assets		0.21			7.08			0.81
Nondeductible expenses		1.77			2.30			1.03
Foreign income currently taxable in U.S.		2.11			1.29			—
All other		(0.07	)		(0.09	)		1.38
Total		28.97	%		26.24	%		28.98	%
Total income taxes paid	$	38,853		$	16,132		$	25,821

     Components of deferred tax assets (liabilities) were as follows:

	December 31,
(dollars in thousands)	2004			2003
Deferred tax liabilities:
Plant and equipment	$	(30,544	)	$	(37,523	)
Inventory		(50,813	)		(46,195	)
Pensions		(38,884	)		(36,687	)
Other		(23,777	)		(37,135	)
Total deferred tax liabilities		(144,018	)		(157,540	)
Deferred tax assets:
Postretirement benefits other than pensions		16,544			16,618
Reserves and accruals		33,154			27,342
Net operating losses and related deferred tax assets		135,095			137,978
Other		49			536
Total deferred tax assets		184,842			182,474
Valuation allowance		(23,860	)		(23,613	)
Net deferred tax assets (liabilities)	$	16,964		$	1,321

     During the last three years, certain of the Company’s international operations have incurred losses that have not been tax benefited, while others utilized part of the unrecorded benefit of prior year losses. As a result of the foregoing, the valuation allowances established in prior years were increased in 2004, 2003, and 2002, respectively, by $247,000, $5,492,000, and $694,000 with a corresponding increase in the Company’s income tax expense.

     At December 31, 2004, the Company had U.S. net operating loss carryforwards of approximately $294,000,000 that will expire in 2020 — 2023 if not utilized. At December 31, 2004, the Company had net operating loss carryforwards of approximately $36,000,000 and $10,000,000 in Brazil and Germany, respectively, that had no expiration periods. The Company had a valuation allowance of $23,860,000 as of December 31, 2004 against the net operating loss and other carryforwards. The Company has considered all available evidence in assessing the need for the valuation allowance, including future taxable income and ongoing prudent and feasible tax planning strategies. In the event the Company were to determine that it would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the net deferred tax asset would be charged to income in the period such determination was made.

     The tax benefit that the Company receives with respect to certain stock benefit plan transactions is credited to capital in excess of par value and does not reduce income tax expense. This benefit amounted to $6,645,000, $4,831,000, and $2,944,000 in 2004, 2003, and 2002, respectively.

     The Company considers that all unremitted earnings of its foreign subsidiaries, except certain amounts primarily earned before 2003, to essentially be permanently reinvested. An estimate of these amounts considered permanently reinvested is $415,000,000. It is not practical for the Company to compute the amount of additional U.S. tax that would be due on this amount. The Company has provided deferred income taxes on the earnings that the Company anticipates to be remitted.

58 

     On October 22, 2004, the American Jobs Creation Act of 2004 was passed into law creating a temporary incentive for U.S. multinationals to repatriate accumulated income earned outside the U.S. at an effective tax rate of 5.25%. As stated above, the Company considers unremitted earnings of its foreign subsidiaries, with certain exceptions, to be permanently reinvested. The Company will make no change in this assumption until all factors on the utilization of this special provision have been reviewed. If the Company were to repatriate the entire $415,000,000 described above, a U.S. tax liability of approximately $22,000,000 would occur.

Note 13: Stockholders’ Equity

Common Stock

     Under its Amended and Restated Certificate of Incorporation, the Company is authorized to issue up to 150,000,000 shares of Common stock, par value $.01 per share. In August 2004, the Company’s Board of Directors approved the repurchase of up to 5,000,000 shares of the Company’s Common stock through the open market or structured purchases, replacing all previous share repurchase authorizations. As of December 31, 2004, the Company had repurchased approximately 625,000 shares under the August 2004 resolution and had remaining authority to repurchase approximately 4,375,000 additional shares.

     Changes in the number of shares of the Company’s outstanding stock for the last three years were as follows:

	Common		Treasury			Shares
	Stock		Stock			Outstanding
Balance — December 31, 2001		54,566,054		(571,320	)		53,994,734
Stock issued under stock option and other employee benefit plans		—		516,366			516,366
Balance — December 31, 2002		54,566,054		(54,954	)		54,511,100
Purchase of treasury stock		—		(1,251,900	)		(1,251,900	)
Stock issued under stock option and other employee benefit plans		367,604		176,254			543,858
Balance — December 31, 2003		54,933,658		(1,130,600	)		53,803,058
Purchase of treasury stock		—		(1,965,800	)		(1,965,800	)
Stock issued under stock option and other employee benefit plans		—		1,300,557			1,300,557
Balance — December 31, 2004		54,933,658		(1,795,843	)		53,137,815

     At December 31, 2004, 11,106,127 shares of unissued Common stock were reserved for future issuance under various employee benefit plans.

Preferred Stock

     The Company is authorized to issue up to 10,000,000 shares of preferred stock, par value $.01 per share. At December 31, 2004, no preferred shares were issued or outstanding. Shares of preferred stock may be issued in one or more series of classes, each of which series or class shall have such distinctive designation or title as shall be fixed by the Board of Directors of the Company prior to issuance of any shares. Each such series or class shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issuance of such series or class of preferred stock as may be adopted by the Board of Directors prior to the issuance of any shares thereof. A total of 1,500,000 shares of Series A Junior Participating Preferred Stock has been reserved for issuance upon exercise of the Stockholder Rights described below.

Stockholder Rights Plan

     On May 23, 1995, the Company’s Board of Directors declared a dividend distribution of one Right for each then-current and future outstanding share of Common stock. Each Right entitles the registered holder to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company, par value $.01 per share, for an exercise price of $300. Unless earlier redeemed by the Company at a price of $.01 each, the Rights become exercisable only in certain circumstances constituting a potential change in control of the Company, described below, and will expire on October 31, 2007.

     Each share of Series A Junior Participating Preferred Stock purchased upon exercise of the Rights will be entitled to certain minimum preferential quarterly dividend payments as well as a specified minimum preferential liquidation payment in the event of a merger, consolidation or other similar transaction. Each share will also be entitled to 100 votes to be voted together with the Common stockholders and will be junior to any other series of Preferred Stock authorized or issued by the Company, unless the terms of such other series provides otherwise.

 59

     Except as otherwise provided in the Plan, in the event any person or group of persons acquire beneficial ownership of 20% or more of the outstanding shares of Common stock, each holder of a Right, other than Rights beneficially owned by the acquiring person or group (which will have become void), will have the right to receive upon exercise of a Right that number of shares of Common stock of the Company, or, in certain instances, Common stock of the acquiring person or group, having a market value equal to two times the current exercise price of the Right.

Retained Earnings

     Delaware law, under which the Company is incorporated, provides that dividends may be declared by the Company’s Board of Directors from a current year’s earnings as well as from the total of capital in excess of par value plus the retained earnings, which amounted to approximately $1,221,000,000 at December 31, 2004.

Note 14: Business Segments

     The Company’s operations are organized into three separate business segments — Cameron, CCV and Cooper Compression.

     Based upon the amount of equipment installed worldwide and available industry data, Cameron is one of the world’s leading providers of systems and equipment used to control pressures and direct flows of oil and gas wells. Cameron’s products include surface and subsea production systems, blowout preventers, drilling and production control systems, gate valves, actuators, chokes, wellheads, drilling risers, separation equipment and aftermarket parts and services. Based upon the amount of equipment installed worldwide and available industry data, CCV is a leading provider of valves and related systems primarily used to control pressure and direct the flow of oil and gas as they are moved from individual wellheads through flow lines, gathering lines and transmission systems to refineries, petrochemical plants and industrial centers for processing. CCV’s products include gate valves, ball valves, butterfly valves, Orbit valves, rotary process valves, block and bleed valves, plug valves, globe valves, check valves, actuators, chokes and aftermarket parts and service. Based upon the amount of equipment installed worldwide and available industry data, Cooper Compression is a leading provider of compression equipment and related aftermarket parts and services for the energy industry and for manufacturing companies and chemical process industries worldwide.

     The Company’s primary customers are major and independent oil and gas exploration and production companies, foreign national oil and gas companies, engineering and construction companies, drilling operators, pipeline companies, refiners and other industrial and petrochemical processing companies. Cooper Compression’s customers also include manufacturers and companies in the air separation, power production and chemical process industries.

     The Company markets its equipment through a worldwide network of sales and marketing employees supported by agents and distributors in selected international locations. Due to the extremely technical nature of many of the products, the marketing effort is further supported by a staff of engineering employees.

     The Company expenses all research and product development and enhancement costs as incurred, or if incurred in connection with a product ordered by a customer, when the revenue associated with the product is recognized. For the years ended December 31, 2004, 2003 and 2002, the Company incurred research and product development costs, including costs incurred on projects designed to enhance or add to its existing product offerings, totaling $31,849,000, $28,703,000 and $28,020,000, respectively. Cameron accounted for 84%, 85% and 85% of each respective year’s total costs.

     Summary financial data by segment follows:

	For the Year Ended December 31, 2004
					Cooper		Corporate
(dollars in thousands)	Cameron		CCV		Compression		& Other			Consolidated
Revenues	$	1,402,796	$	350,095	$	339,954	$	—		$	2,092,845
Depreciation and amortization	$	51,330	$	12,197	$	16,896	$	2,418		$	82,841
Interest income	$	—	$	—	$	—	$	(4,874	)	$	(4,874	)
Interest expense	$	—	$	—	$	—	$	17,753		$	17,753
Income (loss) before income taxes and cumulative effect of accounting change	$	118,828	$	37,836	$	24,627	$	(48,372	)	$	132,919
Capital expenditures	$	28,929	$	13,717	$	6,853	$	3,982		$	53,481
Total assets	$	1,430,256	$	404,360	$	294,624	$	227,190		$	2,356,430

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	For the Year Ended December 31, 2003
					Cooper		Corporate &
(dollars in thousands)	Cameron		CCV		Compression		Other			Consolidated
Revenues	$	1,018,517	$	307,054	$	308,775	$	—		$	1,634,346
Depreciation and amortization	$	51,211	$	12,724	$	17,210	$	2,420		$	83,565
Interest income	$	—	$	—	$	—	$	(5,198	)	$	(5,198	)
Interest expense	$	—	$	—	$	—	$	8,157		$	8,157
Income (loss) before income taxes and cumulative effect of accounting change	$	63,364	$	33,694	$	10,268	$	(29,723	)	$	77,603
Capital expenditures	$	40,153	$	9,664	$	7,152	$	7,696		$	64,665
Total assets	$	1,233,172	$	320,982	$	298,020	$	288,511		$	2,140,685

	For the Year Ended December 31, 2003
					Cooper			Corporate &
(dollars in thousands)	Cameron		CCV		Compression			Other			Consolidated
Revenues	$	918,677	$	273,507	$	345,916		$	—		$	1,538,100
Depreciation and amortization	$	46,040	$	10,122	$	19,216		$	2,529		$	77,907
Interest income	$	—	$	—	$	—		$	(8,542	)	$	(8,542	)
Interest expense	$	—	$	—	$	—		$	7,981		$	7,981
Income (loss) before income taxes and cumulative effect of accounting change	$	76,261	$	37,290	$	(8,477	)	$	(19,929	)	$	85,145
Capital expenditures	$	39,253	$	9,266	$	9,689		$	23,940		$	82,148
Total assets	$	1,067,598	$	303,506	$	300,665		$	325,901		$	1,997,670

     For internal management reporting, and therefore the above segment information, consolidated interest income and expense are treated as a Corporate item because short-term investments and debt, including location, type, currency, etc., are managed on a worldwide basis by the Corporate Treasury Department. In addition, income taxes are managed on a worldwide basis by the Corporate Tax Department and are therefore treated as a corporate item. Spending for the Company’s enterprise-wide software upgrade has been reflected as a Corporate capital expenditure since 2001. In connection with the initial implementation of this system in 2002, amortization expense, as well as the associated asset, is being reflected in each segment’s information above for 2004 and 2003.

     Geographic revenue by shipping location and long-lived assets related to operations as of and for the years ended December 31 were as follows:

(dollars in thousands)	2004		2003		2002
Revenues:
United States	$	1,016,125	$	833,935	$	836,264
United Kingdom		444,134		288,693		256,213
Other foreign countries		632,586		511,718		445,623
Total revenues	$	2,092,845	$	1,634,346	$	1,538,100
Long-lived assets:
United States	$	559,987	$	468,717	$	505,069
United Kingdom		130,057		126,758		117,752
Other foreign countries		236,547		195,586		158,535
Total long-lived assets	$	926,591	$	791,061	$	781,356

61

Note 15: Off-Balance Sheet Risk and Guarantees, Concentrations of Credit Risk and Fair Value of Financial Instruments

Off-Balance Sheet Risk and Guarantees

     At December 31, 2004, the Company was contingently liable with respect to approximately $133,734,000 of standby letters of credit issued on its behalf by financial institutions in connection with the delivery, installation and performance of the Company’s products under contracts with customers throughout the world. The Company was also liable for approximately $25,452,000 of bank guarantees, insurance bonds, and letters of credit used to secure certain financial obligations of the Company. While many of the letters of credit expire within the next one to three years, the Company would expect to continue to issue new or extend existing letters in the normal course of business. In addition, the Company has provided third parties with guarantees of a portion of the outstanding bank loans of its joint ventures, as well as other matters, totaling $1,494,000 at December 31, 2004. Approximately $725,600 of the Company’s cash at December 31, 2004 was restricted for use in support of a portion of the standby letters of credit above and to satisfy certain other third-party obligations.

     The Company’s other off-balance sheet risks were not material.

Concentrations of Credit Bisk

     Apart from its normal exposure to its customers, who are predominantly in the energy industry, the Company had no significant concentrations of credit risk at December 31, 2004.

Fair Value of Financial Instruments

     The Company’s financial instruments consist primarily of cash and cash equivalents, short-term marketable debt and equity securities, trade receivables, trade payables, derivative instruments and debt instruments. The book values of cash and cash equivalents, trade receivables and trade payables and floating-rate debt instruments are considered to be representative of their respective fair values.

     The Company’s short-term investments at December 31, 2003 (which consisted entirely of available-for-sale securities) consisted of auction rate preferred stock of which the carrying amount and fair value was $22,033,000.

     The primary portion of the Company’s debt consists of fixed-rate convertible debentures. Based on quoted market prices, the book value for this debt at December 31, 2004 was $8,201,000 lower than the fair value. The difference between book value and fair value on the Company’s other fixed-rate debt was not material. Additional information on the Company’s debt may be found in Note 10 of the Notes to Consolidated Financial Statements.

Note 16: Summary of Noncash Investing and Financing Activities

     The effect on net assets of noncash investing and financing activities was as follows:

	Year Ended December 31,
(dollars in thousands)	2004			2003
Common stock issued for employee stock ownership plans	$	(189	)	$	5,831
Tax benefit of certain employee stock benefit plan transactions	$	6,645		$	4,831
Other	$	(69	)	$	(579	)

Note 17: Earnings Per Share

     The calculation of basic and diluted earnings per share for each period presented was as follows:

	Year Ended December 31,
(amounts in thousands)	2004		2003		2002
Income before cumulative effect of accounting change	$	94,415	$	57,241	$	60,469
Cumulative effect of accounting change		—		12,209		—
Net income		94,415		69,450		60,469
Add back interest on convertible debentures, net of tax		—		5,248		5,024
Net income (assuming conversion of convertible debentures)	$	94,415	$	74,698	$	65,493
Average shares outstanding (basic)		53,272		54,403		54,215
Common stock equivalents		582		665		862
Incremental shares from assumed conversion of convertible debentures		—		4,732		4,732
Shares utilized in diluted earnings per share calculation		53,854		59,800		59,809

62

	Year Ended December 31,
	2004		2003		2002
Basic earnings per share:
Before cumulative effect of accounting change	$	1.77	$	1.05	$	1.12
Cumulative effect of accounting change		—		0.23		—
Net income per share	$	1.77	$	1.28	$	1.12

	Year Ended December 31,
	2004		2003		2002
Diluted earnings per share:
Before cumulative effect of accounting change	$	1.75	$	1.04	$	1.10
Cumulative effect of accounting change		—		0.21		—
Net income per share	$	1.75	$	1.25	$	1.10

     Diluted shares and net income used in computing diluted earnings per common share have been calculated using the if-converted method for the Company’s Zero-Coupon Convertible Debentures and the 1.75% Convertible Debentures for the years ended December 31, 2003 and 2002. For the year ended December 31, 2004, these debentures were anti-dilutive. The Company’s 1.5% Convertible Debentures have not been included in the calculation of diluted earnings per share for the year ended December 31, 2004, since the Company irrevocably elected to use the “cash pay” provision contained therein.

Note 18: Accumulated Other Elements of Comprehensive Income

     Accumulated other elements of comprehensive income comprised the following:

	December 31,
(dollars in thousands)	2004			2003
Accumulated foreign currency translation gain	$	96,600		$	56,268
Accumulated adjustments to record minimum pension liabilities, net of tax		(1,507	)		(939	)
Difference between cost and fair value of short-term investments and other, net of tax		(119	)		—
	$	94,974		$	55,329

Note 19: Unaudited Quarterly Operating Results

     Unaudited quarterly operating results were as follows:

	2004 (by quarter)
(dollars in thousands, except per share data)	1		2		3		4
Revenues	$	462,497	$	544,633	$	538,467	$	547,247
Gross margin1	$	116,758	$	128,211	$	143,182	$	144,424
Plant closing, business realignment and other related costs	$	3,494	$	562	$	95	$	1,945
Income from liquidation of LIFO inventory layers, primarily at Cooper Compression	$	—	$	—	$	4,319	$	5,365
Net income	$	17,250	$	18,683	$	29,484	$	28,998
Earnings per share:
Basic	$	0.32	$	0.35	$	0.56	$	0.54
Diluted	$	0.31	$	0.35	$	0.55	$	0.54

63

	2003 (by quarter)
(dollars in thousands, except per share data)	1		2		3		4
Revenues	$	361,073	$	400,913	$	429,153	$	443,207
Gross margin1	$	103,975	$	117,559	$	123,730	$	107,432
Plant closing, business realignment and other related costs	$	5,500	$	—	$	5,862	$	3,211
Income from liquidation of LIFO inventory layers, primarily at Cooper Compression	$	—	$	5,899	$	2,857	$	7,176
Income before cumulative effect of accounting change	$	8,411	$	20,753	$	24,017	$	4,060
Net income	$	8,411	$	20,753	$	36,226	$	4,060
Earnings per share:
Basic —
Income before cumulative effect of accounting change	$	0.15	$	0.38	$	0.44	$	0.08
Net income	$	0.15	$	0.38	$	0.67	$	0.08
Diluted —
Income before cumulative effect of accounting change	$	0.15	$	0.37	$	0.42	$	0.07
Net income	$	0.15	$	0.37	$	0.63	$	0.07

¹ Gross margin equals revenues less cost of sales before depreciation and amortization.

Note 20: Contingencies

     The Company is subject to a number of contingencies which include environmental matters, litigation and tax contingencies.

Environmental Matters

     The Company’s worldwide operations are subject to domestic and international regulations with regard to air, soil and water quality as well as other environmental matters. The Company, through its environmental management system and active third party audit program, believes it is in substantial compliance with these regulations.

     Cooper Cameron has been identified as a potentially responsible party (“PRP”) with respect to four sites designated for cleanup under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) or similar state laws. The Company’s involvement at three of the sites is believed to be at a de minimis level. The fourth site is Osborne, Pennsylvania (a landfill into which the Cooper Compression operation in Grove City, Pennsylvania deposited waste), where remediation is complete and remaining costs relate to ongoing ground water treatment and monitoring. The Company is also engaged in site cleanup under the Voluntary Cleanup Plan of the Texas Commission on Environmental Quality at former manufacturing locations in Houston and Missouri City, Texas. Additionally, the Company has discontinued operations at a number of other sites which had previously been in existence for many years. The Company does not believe, based upon information currently available, that there are any material environmental liabilities existing at these locations. As of December 31, 2004, the Company’s consolidated financial statements include a liability balance of $7,300,000 for environmental matters.

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Legal Matters

     Cooper Cameron is a named defendant in three lawsuits regarding contaminated underground water in a residential area adjacent to a former manufacturing site of one of its predecessors. In Valice v. Cooper Cameron Corporation (80th Jud. Dist. Ct., Harris County, filed June 21, 2002), the plaintiffs claim that the contaminated underground water has reduced property values and threatens the health of the area residents and request class action status which, to date, has not been granted. The plaintiffs seek an analysis of the contamination, reclamation, and recovery of actual damages for the loss of property value. There are approximately 150 homes in the affected area with an estimated aggregate appraised value of $150 million. In Oxman vs. Meador, Marks, Heritage Texas Properties, and Cooper Cameron Corporation (80th Jud. Dist. Ct., Harris County, filed February 7, 2003), and Kramer v. Cooper Cameron (190th Judicial District, Harris County, filed May 29, 2003), the plaintiffs purchased property in the area and allege a failure by the defendants to disclose the presence of contamination and seek to recover unspecified monetary damages. The Company has been and is currently working with the Texas Commission on Environmental Quality and continues to monitor the underground water in the area. The Company is of the opinion that there is no risk to area residents and that the lawsuits essentially reflect concerns over possible declines in property value. In an effort to mitigate homeowners’ concerns and reduce potential exposure from any such decline in property values, the Company has entered into 22 written agreements with residents that obligate the Company to either reimburse sellers in the area for the estimated decline in value due to a potential buyer’s concerns related to the contamination or to purchase the property after an agreed marketing period. Twelve of these agreements remain outstanding. To date the Company has three properties it has purchased that remain unsold, with an appraised value of $11,315,000. The Company has also negotiated settlements with owners of four properties sold in the area which were not subject to any written agreement with the Company. The Company has recognized total expenses of $4,839,000 related to the various agreements with homeowners. The Company believes any potential exposure from these agreements, or, based on its review of the facts and law, any potential exposure from these, or similar, suits will not have a material adverse effect on its results of operations, financial condition or liquidity.

     Cooper Cameron has been named defendant in a number of multi-defendant, multi-plaintiff tort lawsuits since 1995, 132 of which have been closed and 262 which remain open. Of the 132 cases closed, 45 have been by a settlement at a cost of approximately $19,000 per case. The Company made no settlement payments in the remaining 87 cases. As of December 31, 2004, the Company’s Consolidated Balance Sheet included a liability of $3,364,000 for the 262 cases which remain open. The Company believes, based on its review of the facts and law, that the potential exposure from the remaining suits will not have a material adverse effect on its results of operations, financial condition or liquidity.

Tax Contingencies

     The Company has operations in over 35 countries. As a result, the Company is subject to various tax filing requirements in these countries. The Company prepares its tax filings in a manner which it believes is consistent with such filing requirements. However, some of the tax laws and regulations which the Company is subject to are subject to interpretation and/or judgment. Although the Company believes that the tax liability for periods ending on or before the balance sheet date have been adequately provided for in the financial statements, to the extent that a taxing authority believes that the Company has not prepared its tax filings in accordance with the authority’s interpretation of the tax laws/regulations, the Company could be exposed to additional taxes.

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Selected Consolidated Historical Financial Data of Cooper Cameron Corporation

     The following table sets forth selected historical financial data for the Company for each of the five years in the period ended December 31, 2004. This information should be read in conjunction with the consolidated financial statements of the Company and notes thereto included elsewhere in this Annual Report.

	Year Ended December 31,
(dollars in thousands, except per share data)	2004			2003			2002			2001			2000
Income Statement Data:
Revenues	$	2,092,845		$	1,634,346		$	1,538,100		$	1,562,899		$	1,383,733
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization)		1,560,268			1,181,650			1,102,504			1,081,078			985,404
Selling and administrative expenses		300,124			288,569			273,105			251,303			264,173
Depreciation and amortization		82,841			83,565			77,907			83,095			75,321
Non-cash write-down of technology investment		3,814			—			—			—			—
Interest income		(4,874	)		(5,198	)		(8,542	)		(8,640	)		(2,976	)
Interest expense		17,753			8,157			7,981			13,481			18,038
Total costs and expenses		1,959,926			1,556,743			1,452,955			1,420,317			1,339,960
Income before income taxes and cumulative effect of accounting change		132,919			77,603			85,145			142,582			43,773
Income tax provision		(38,504	)		(20,362	)		(24,676	)		(44,237	)		(16,113	)
Income before cumulative effect of accounting change		94,415			57,241			60,469			98,345			27,660
Cumulative effect of accounting change		—			12,209			—			—			—
Net income	$	94,415		$	69,450		$	60,469		$	98,345		$	27,660
Basic earnings per share:
Before cumulative effect of accounting change	$	1.77		$	1.05		$	1.12		$	1.82		$	0.52
Cumulative effect of accounting change		—			0.23			—			—			—
Net income per share	$	1.77		$	1.28		$	1.12		$	1.82		$	0.52
Diluted earnings per share:
Before cumulative effect of accounting change	$	1.75		$	1.04		$	1.10		$	1.75		$	0.50
Cumulative effect of accounting change		—			0.21			—			—			—
Net income per share	$	1.75		$	1.25		$	1.10		$	1.75		$	0.50
Balance Sheet Data (at the end of period):
Total assets	$	2,356,430		$	2,140,685		$	1,997,670		$	1,875,052		$	1,493,873
Stockholders’ equity	$	1,228,247		$	1,136,723		$	1,041,303		$	923,281		$	842,279
Long-term debt	$	458,355		$	204,061		$	462,942		$	459,142		$	188,060
Other long-term obligations	$	141,568		$	119,982		$	118,615		$	114,858		$	117,503

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Reconciliation of GAAP to Non-GAAP Financial Information

	Year ended December 31, 2004
				Cooper
				Cameron			Cooper			Corporate and
(dollars in thousands)	Cameron			Valves			Compression			other			Total
Income (loss) before income taxes and cumulative effect of accounting change	$	118,828		$	37,836		$	24,627		$	(48,372	)	$	132,919
Depreciation and amortization		51,330			12,197			16,896			2,418			82,841
Interest income		—			—			—			(4,874	)		(4,874	)
Interest expense		—			—			—			17,753			17,753
EBITDA	$	170,158		$	50,033		$	41,523		$	(33,075	)	$	228,639
EBITDA (as a percent of revenues)		12.1	%		14.3	%		12.2	%		N/A			10.9	%

	Year ended December 31, 2003
				Cooper
				Cameron			Cooper			Corporate and
(dollars in thousands)	Cameron			Valves			Compression			other			Total
Income (loss) before income taxes and cumulative effect of accounting change	$	63,364		$	33,694		$	10,268		$	(29,723	)	$	77,603
Depreciation and amortization		51,211			12,724			17,210			2,420			83,565
Interest income		—			—			—			(5,198	)		(5,198	)
Interest expense		—			—			—			8,157			8,157
EBITDA	$	114,575		$	46,418		$	27,478		$	(24,344	)	$	164,127
EBITDA (as a percent of revenues)		11.2	%		15.1	%		8.9	%		N/A			10.0	%

	Year ended December 31, 2002
				Cooper
				Cameron			Cooper			Corporate and
(dollars in thousands)	Cameron			Valves			Compression			other			Total
Income (loss) before income taxes and cumulative effect of accounting change	$	76,261		$	37,290		$	(8,477	)	$	(19,929	)	$	85,145
Depreciation and amortization		46,040			10,122			19,216			2,529			77,907
Interest income		—			—			—			(8,542	)		(8,542	)
Interest expense		—			—			—			7,981			7,981
EBITDA	$	122,301		$	47,412		$	10,739		$	(17,961	)	$	162,491
EBITDA (as a percent of revenues)		13.3	%		17.3	%		3.1	%		N/A			10.6	%

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STOCKHOLDER INFORMATION

Transfer Agent and Registrar

EquiServe Trust Company, N.A.

General correspondence about your shares should be addressed to:

EquiServe Trust Company, N.A.
Shareholder Services
P.O. Box 43069
Providence, RI 02940-3069

Website: www.equiserve.com
E-mail: equiserve@equiserve.com

Telephone inquiries can be made to the Telephone Response Center at (781) 575-2725, Monday through Friday, 8:30 a.m. to 7:00 p.m., Eastern Time.

Additional Stockholder Assistance

For additional assistance regarding your holdings, write to:

Corporate Secretary
Cooper Cameron Corporation
1333 West Loop South, Suite 1700
Houston, Texas 77027
Telephone: (713) 513-3322

Annual Meeting

The Annual Meeting of Stockholders will be held at 10:00 a.m. Thursday, May 5, 2005, at the Company’s corporate headquarters in Houston, Texas. A meeting notice and proxy materials are being mailed to all stockholders of record on March 21, 2005.

Stockholders of Record

The approximate number of record holders of Cooper Cameron common stock was 1,423 as of February 18, 2005.

Common Stock Prices

Cooper Cameron common stock is listed on the New York Stock Exchange under the symbol CAM. The trading activity during 2004 and 2003 was as follows:

	High		Low		Last
2004
First Quarter	$	49.49	$	40.05	$	44.05
Second Quarter		50.81		42.93		48.70
Third Quarter		55.30		46.96		54.84
Fourth Quarter		56.74		47.24		53.81

	High		Low		Last
2003
First Quarter	$	54.55	$	44.00	$	49.51
Second Quarter		55.60		44.80		50.38
Third Quarter		51.50		45.00		46.21
Fourth Quarter		48.66		40.98		46.60

The following documents are available on the Company’s website at www.coopercameron.com:

•   The Company’s filings with the Securities and Exchange Commission (SEC).

•   The charters of the Committees of the Board.

•   Other documents that may be required to be made so available by the SEC or the New York Stock Exchange.

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EX-14.2

Exhibit 14.2

COOPER CAMERON CORPORATION

Code of Ethics
For
Management Personnel, including
Senior Financial Officers

Introduction.

This Code of Ethics for management personnel, including Senior Financial Officers, has been adopted by the Board of Directors of Cooper Cameron Corporation to promote honest and ethical conduct, proper disclosure of financial information in the Company’s periodic reports, and compliance with applicable laws, rules, and regulations by the Company’s officers and management personnel. It is an integral part of the Company’s Standards of Conduct applicable to the Company’s employees generally, but is set out in this special Code of Ethics because of the importance of the topic.

Applicability.

As used in this Code, the term Senior Financial Officer means the Company’s Chief Executive Officer, Chief Financial Officer and Controller.

Principles and Practices.

In performing his or her duties, each of the management personnel, including Senior Financial Officers, must:

     (1) conduct him or herself in an honest and ethical manner and avoid any actual or apparent conflict of interest as defined in the Company’s Standards of Business Conduct;

     (2) in the case of the Senior Financial Officers, report to the Audit Committee of the Board any conflict of interest that may arise, and any transaction or relationship that reasonably could be expected to give rise to a conflict, and in the case of all others, to senior management;

     (3) provide, or cause to be provided, full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with or submits to the Securities and Exchange Commission and in its other public communications;

     (4) comply, and take all reasonable actions to cause others to comply, with applicable governmental laws, rules, and regulations; and

     (5) in the case of the Senior Financial Officers, promptly report violations of this Code to the Audit Committee, and in the case of all others, to senior management.

Waiver.

Any request for a waiver of any provision of this Code by or on behalf of any Senior Financial Officer must be in writing and addressed to the Audit Committee. Any waiver of this Code by or on behalf of any Senior Financial Officer will be disclosed promptly on Form 8-K or any other means approved by the Securities and Exchange Commission.

Compliance and Accountability.

The Audit Committee will assess compliance with this Code, report material violations to the Board of Directors, and recommend to the Board appropriate action.

Approved by the Board of Directors
on November 13, 2003

EX-14.3

Exhibit 14.3

COOPER CAMERON CORPORATION
STANDARDS OF CONDUCT

Dear Fellow Employee:

Conducting business with integrity and in an ethical and legal manner is a primary objective of Cooper Cameron Corporation. The following code of business conduct and ethics, which has been adopted by the Board of Directors of Cooper Cameron Corporation, summarizes our long-standing principles of conduct and is intended to support this objective by defining our “Standards of Conduct”; specifically, how we should relate to each other and to those with whom we do business.

Every representative of our Company is responsible for understanding, and conducting themselves in accordance with, our Standards.

Cooper Cameron’s reputation depends on the actions of its people. By exercising good judgment, and conducting our affairs in accordance with the values set forth in our Standards, we can ensure that this reputation remains unblemished.

While these Standards, and any accompanying Policy, should make the Company’s position on most issues unmistakably clear, clarifications and interpretations are available through our Legal, Finance or Human Resources Departments.

Sheldon R. Erikson
Chairman, President and Chief Executive Officer
Cooper Cameron Corporation

INTRODUCTION

Our Standards of Conduct have been developed as guiding principles to direct and assist us in our business decisions and actions. Cooper Cameron’s reputation for integrity and honesty ultimately depends upon the actions of those who deal with the outside world on our behalf. Cooper Cameron values its good name and its role as a good citizen in each community in which it does business. Every employee must be familiar with his or her obligations and conduct him or herself accordingly.

Employment with or by Cooper Cameron imposes a duty of loyalty to the Company and the responsibility on the part of each employee to act in the best interests of the Company. Each employee is expected to conduct business in an ethical manner and in compliance with our Standards of Conduct. No employee should ever act otherwise.

No set of standards can define all the ethical and legal principles applicable to the full course of human behavior. These Standards, therefore, are often phrased in terms of

general principles and goals that must be interpreted and applied within the framework of laws, customs, and practices of the jurisdictions in which we operate, as well as with a full measure of common sense. A number of topics are further developed by specific Policies that go into greater detail. Employees are expected to be familiar with and observe these Policies, which can be found on each Division’s home page.

Each employee is individually and personally responsible for compliance with our Standards and Policies. Additionally, each employee has an obligation to avoid any situation in which the possibility of private or personal advantage or gain could produce a conflict between self-interest and the interest of the Company. Failure by any employee to do so may result in disciplinary action, up to and including termination of employment.

OVERVIEW

Cooper Cameron is committed to integrity in its dealings with people and organizations wherever we operate. Our Standards of Conduct provide clear guidelines for dealing with all of the constituent groups with whom we come into contact and to whom we are responsible. Those constituent groups include other employees; contractors; customers and vendors; investors; competitors; and the communities in which we conduct our operations. These Standards are intended to assist us in the achievement of the following goals:

Employees
Cooper Cameron requires compliance with all applicable employment laws and regulations, is committed to the health and safety of employees, and assures all employees that they will be treated with respect and will have a workplace free of harassment and discrimination.

Customers and Vendors
The Company believes that a free market is important to the success of the Company and its products. In support of this principle, the Company will compete ethically and legally for business, and will treat all customers and vendors equitably. The Company will honor the commitments made to its customers and provide quality products and services in exchange for fair compensation. The Company will adhere to antitrust and other rules and regulations regarding free trade.

Investors
The Company will conduct its business in compliance with all applicable laws, rules and regulations and with financial integrity. It will be accurate and truthful in all its records and reports and will conduct its affairs so as to ensure confidence in the Company and its financial reporting practices. Each employee will abide by its duty of loyalty to the Company.

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Competitors
The Company will compete in a marketplace free from unreasonable restraints on trade or unfair practices. Specifically, the Company will comply with applicable antitrust laws and regulations, including avoiding agreements, conspiracies and understandings with regard to prices, markets, territories or customers, and will comply with other laws governing the conduct of business, such as anti-bribery laws.

Communities
The Company will be a good corporate citizen of the communities in which it operates and will comply with all laws and regulations, including those intended to protect the environment and provide healthful and safe working conditions, as well as laws and regulations regulating trade.

EMPLOYEES

Equal Employment Opportunity
It is the Company’s policy to afford equal employment opportunities to all qualified individuals in all aspects of employment regardless of race, color, creed, sex, religion, age, disability, or veteran status.

Work Environment
Cooper Cameron is committed to providing its employees with a safe and healthful work environment, free from harassment (sexual, racial or religious), intimidation or personal behavior not conducive to a productive work climate. All employees are to be treated with respect.

Employee Relations
In order to attract and retain quality employees, we will offer competitive wages and benefits. While employees are free to select collective bargaining representation, all employees, represented or not, will receive equitable treatment from the Company. Where unions exist, we will deal with them fairly and conduct our relationships with them in a purposeful and non-adversarial manner.

Drugs and Alcohol
Cooper Cameron seeks to provide its employees with a substance-free environment. Employees must report to work free from the presence of prohibited drugs in their system and not under the influence of alcohol. Drug and alcohol use on the job is strictly prohibited. It is the individual’s responsibility to abide by the drug and alcohol policy of his or her workplace, including drug or alcohol testing requirements where applicable.

Communication
The Company is committed to conducting business in an open and honest manner. All communications, whether internal or external, should be accurate and forthright.

The Company is committed to providing open communication channels that encourage candid dialog relative to employee concerns, responsible opinions and constructive criticism of the Company, its supervisors, managers and policies. Such an atmosphere can only be fostered where employees are free from any prospects of retaliation due to their expression of honest opinion. It is never the Company’s intent to discourage employee feedback through either intimidation or perceived disinterest.

3

Outside Employment
Employees are paid fair and competitive wages for full-time work. Employees owe the Company their undivided business loyalty. The normal demands of full-time employment are not consistent with ‘moonlighting’ or supplemental or secondary business or consultant activities or employment, and such activities or employment are discouraged.

Charitable Contributions
Employees are encouraged to support the charitable efforts of the communities in which they live and the Company does business. Under no circumstances, however, will an employee, either directly or indirectly, be subject to pressure by the Company or any of its employees to support, by way of individual contributions or charitable endeavors, any charitable organization. No employee may have his employment or chance of future advancement conditioned in any way on the employee’s support of charitable endeavors.

Confidentiality
All employees, both during and after their employment by the Company, must respect the proprietary information and trade secrets of the Company and its customers and suppliers and may not disclose any such proprietary information unless the individual or firm owning the information properly authorizes the release or disclosure. New employees and contractors must protect the secrecy of proprietary information of their former employers.

Fair Dealing
Each employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors, and other employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Protection and Proper Use of Company Assets
Employees are the stewards of the Company’s assets, and as such, have an obligation to protect and preserve Company assets and to ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes only.

The misappropriation, conversion to personal use or theft of Company property (including confidential and proprietary data such as patents, trade secrets and other intellectual property, drawings, designs, manufacturing processes and sales and market data) is grounds not only for termination of employment, but for criminal prosecution and other legal action to recover damages for losses sustained, or other legal remedies available either while during or after employment with the Company. Theft of property of other employees is also strictly prohibited.

CUSTOMERS & SUPPLIERS

Customer Loyalty
The Company expects all employees to honor the trust of the Company’s customers and suppliers by not revealing any proprietary or confidential information, except when disclosure is authorized or legally mandated, or using such information in any way to our customers’ detriment.

4

Product Quality and Safety
The Company has the responsibility to design, manufacture and deliver quality products that are fit for their intended purpose. Products will be designed, manufactured and delivered with the safety and health of our customers and product users as a primary consideration. All required inspection and testing operations will be properly completed prior to delivery to the customer unless otherwise agreed by the customer.

Marketing and Selling
It is the responsibility of those charged with marketing and selling the Company’s products to understand the customer’s needs and to satisfy those requirements through the Company’s offerings of quality products and services.

We are committed to selling our products and services honestly and will not pursue any sale that requires us to act unlawfully or in violation of these Standards. The Company will avoid any conduct or understanding that may restrain trade. Sales of the Company’s products and services must be free from any inference or perception that favorable treatment was sought, received or given by way of payments, gifts, favors, entertainment or other gratuities.

Bribes, kickbacks and other improper payments shall not be made on behalf of Cooper Cameron in connection with any of its businesses. Amounts paid as tips or gratuities for services will be consistent with local customs and practices. No excessive fees, commissions or other payments will be made, so as to avoid the inference that a bribe or other improper payment is being made.

Under the U.S. Foreign Corrupt Practices Act, as well as the laws of a number of other nations in which the Company does business, it is unlawful for Cooper Cameron to authorize, direct or knowingly allow the payment or the making of a promise to pay anything of value to any foreign official, foreign political party or candidate for political office for the purpose of influencing or inducing such official to use his or her influence or discretion to obtain or retain business or gain favorable treatment for the Company. Care must be taken when dealing with foreign customers and vendors to comply with local and foreign laws.

Consultants, Representatives, Agents, Contractors and Subcontractors
All consultants, representatives, agents, contractors and subcontractors who are engaged to represent Cooper Cameron must agree to act, and in fact act, on the Company’s behalf in a manner consistent with these Standards of Conduct and all applicable laws and regulations. All such representatives must agree in writing to comply with these Standards, laws and regulations.

Suppliers
The policy of Cooper Cameron is to award business on the basis of merit, without favoritism, and wherever practicable, on a competitive basis. Suppliers are to be treated with respect and integrity. Reference is made to the heading “Conflicts of Interest” for the standards of conduct applicable to employees’ interest in companies serving as suppliers to Cooper Cameron.

Gift Giving and Receiving
Employees of Cooper Cameron may not accept gifts, gratuities, entertainment or favors from existing or potential customers or vendors, or anyone doing or seeking to do business with the Company, if acceptance of such gift, gratuity or the like could have, or could be perceived as having, an influence over the employee’s or contractor’s decision regarding Company business. The receipt of gifts, gratuities and the like which go beyond the

5

common courtesies normally associated with accepted business practice is prohibited. Similarly, the giving of such gifts or gratuities on behalf of the Company is prohibited.

INVESTORS

Return on Investment
One of the primary objectives of Cooper Cameron is to provide a return on our shareholders’ investment that, over the long term, ranks among the highest in our industry. We intend to do this by earning a profit in an ethical and legal manner and making appropriate investments in the Company’s future.

Code of Ethics
Management personnel and financial officers involved in the preparation of public disclosures, and/or preparation of the data for public disclosures, are subject to the Company’s Code of Ethics that is incorporated herein by reference.

Conflicts of Interest
Each employee must conduct him or herself in an honest and ethical manner and avoid any actual or apparent conflict of interest. A conflict of interest occurs when an individual’s private interest interferes in any way with the interests of the corporation as a whole. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her company work objectively and effectively. Conflicts of interest also arise when an employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the company. Loans to, or guarantees of obligations of, such persons are of special concern.

Situations constituting a prohibited conflict of interest include, but are not limited to:

* Having a direct or indirect (including immediate family) substantial economic interest in an entity that transacts business with the Company or is in competition with it.

* For those who have responsibility for buying or selling goods or services, having any interest that can influence their independence of judgment with regard to the appropriate business decisions. Business interests that are in any way detrimental to or in conflict with the interests of the Company should be avoided.

* Using Cooper Cameron property (including intellectual) for personal benefit.

It is in these areas where appearances of impropriety are the most likely to occur. Extreme caution must be exercised by all to ensure that their personal interests never give the appearance of conflicting with the best interests of the Company in any way. This holds true in any of the Company’s business dealings, whether buying or selling services or commodities as vendor or customer. Any situation that could be, or could be perceived as, constituting a conflict of interest, including any transaction or relationship that reasonably could be expected to give rise to a conflict of interest, must be reported to senior management.

6

Compliance With Laws
It is Cooper Cameron’s policy to comply, and take all reasonable actions to cause compliance, with all applicable laws, rules and regulations of every nation, state or local jurisdiction in which the Company conducts business. Every employee, no matter what position he or she holds in the Company, is responsible for ensuring compliance with applicable laws, including the specific areas of law referenced in these Standards. It is the responsibility of each employee to report perceived violations of law or these Standards to the appropriate Company representatives directly or by use of the Compliance Hot Line or Compliance Center email, both described under the heading “Reporting Violations”. It is the responsibility of the Company to report violations of law to the appropriate government authorities.

Financial Integrity
Investors, but also creditors, governmental entities, and the Company’s management itself, rely on the accuracy of the Company’s accounting records. It is imperative that the accounting records and the reports and statements produced or derived from those records be maintained and presented in accordance with both the laws and regulations in each applicable jurisdiction and the accepted principles of accounting.

Accuracy of Company Records
All transactions must be properly authorized and be completely and accurately recorded on the Company’s books and records in accordance with generally accepted accounting practice and established financial policy. No undisclosed or unrecorded fund or asset shall be established for any purpose. No payment shall be approved or made with the intention or understanding that any part of such payment is to be used for a purpose other than that disclosed in the documents supporting the payment. No withdrawal will be made from any disbursement account except by check or other acceptable means customarily used by major banks, and then only by authorized personnel.

It is the responsibility of each employee to report perceived violations of this policy to the appropriate Company representative or by use of the Compliance Hot Line described under the heading “Reporting Violations”.

Corporate Opportunities
Employees are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of Company property, information or position; (b) using Company property, information, or position for personal gain; and (c) competing with the Company. Employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Insider Information and Trading
Employees are prohibited from trading in Company stock (the buying or selling of Company securities including movement into or out of the Company stock fund in the Company’s Retirement Savings Plans, such as the Company’s 401(k)) plan, based on material, non-public information. Information is “material” if it has the potential to affect the price of the Company’s stock. It is “non-public” if the information has not been released to the public at large by means of a press release issued through a major wire service. Examples of inside information that might be material include sales and earnings figures, major contracts, plans for stock splits or dividends, acquisitions or mergers, significant business developments, new products, expansion or curtailment of operations,

7

or other activity of significance. Furthermore, such information cannot be given to a third party for the purpose of trading in Company securities (“tipping”). Insider trading and tipping are not only violations of the Standards; they are illegal.

Employees who may have obtained material, non-public information regarding other companies (such as our customers, vendors or competitors) in the course of their employment are prohibited from trading in the securities of such companies.

Release of Information
Confidential information about the Company and its operations is the property of Cooper Cameron and may be used or disclosed only in the performance of the employee’s duties. Employees should maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.

Quarterly Trading Blackout
No officer of the Company or employee at Cooper Cameron headquarters, and no division officers or other direct reports to division presidents, may trade in Company stock from the end of any quarter until the day following the Earnings Release for that quarter. Stock options may be exercised, but the stock acquired by an exercise may not be sold during a Quarterly Blackout Period. This precludes cashless exercises during a Blackout Period.

COMPETITORS

Antitrust Laws
The Company is committed to fostering free market competition and preserving the free enterprise system. Cooper Cameron employees must never discuss or engage in price fixing or bid rigging, allocation of markets, geographically or by customers, or fixing production or production quotes. Cooper Cameron employees must also never exchange information with competitors regarding prices, market share, cost data or any other data that would be considered in violation of anti-trust laws.

Competitive Information
Acquisition of information about competitors is a necessary element of doing business in the highly competitive global market. Such information may be acquired and used only when the receipt and use of such information is both lawful and in accordance with these Standards.

COMMUNITIES

Political Contributions and Payments
Employees may not use Company funds or assets for contributions of any kind to any political party or committee of the United States or to any candidate for, or holder of, any office of any national, state or local government in the United States. In countries other than the United States, the Company’s policy shall be determined in accordance with local law and practice, as well as U.S. law.

The Company recognizes the need for, and therefore encourages, its employees to contribute their personal funds and their personal time to support candidates of their

8

choice. Good judgment should be exercised to ensure that personal involvement in political activities does not impair an individual’s work effort or adversely affect the Company’s standing or image in the community.

Environmental Responsibility
The Company is committed to conducting its manufacturing operations in a manner that promotes the safeguarding of employee health and welfare and demonstrates respect for the environment by complying with local, state and national environmental laws and regulations dealing with the use and the disposal of potentially hazardous materials.

The Company focuses on reducing or eliminating all environmentally hazardous wastes or emissions from the Company’s manufacturing processes and on providing employee training that emphasizes personal safety and effective environmental, health and safety management practices.

Export Control
It is the policy of Cooper Cameron to abide by the export control laws of all jurisdictions in which we operate.

International Boycotts and Restrictive Trade Practices
Cooper Cameron will abide by anti-boycott laws and regulations of the U.S. and of other jurisdictions where applicable. Cooper Cameron employees are prohibited from engaging in or supporting restrictive trade practices or boycotts imposed by any foreign country against a country friendly to the United States, including refusing to do business with or in a boycotted country or with any national or resident of such boycotted country. Any reporting requirements associated with anti-boycott laws must be strictly adhered to. Compliance with these laws and regulations will be monitored through the Cooper Cameron anti-boycott compliance program.

Embargoes
Cooper Cameron will abide by trade restrictions and embargoes imposed by the national laws of the countries in which we operate unless prohibited by U.S. law.

National And Local Laws And Customs
It is Company policy to abide by the national and local laws of the countries in which we operate unless prohibited by U.S. law. When local customs and business or social practices vary from these Standards of Conduct, it is permissible to conform to local customs and practices where necessary for the proper conduct of Company business if approved by Cooper Cameron senior management.

COMPLIANCE

It is the responsibility of each Cooper Cameron employee to comply with these Standards of Conduct. Failure to comply with these Standards and the associated Company policies will result in appropriate sanctions, including termination of employment, referral for criminal prosecution and reimbursement of the Company for any losses or damages resulting from such violation.

WAIVERS

Any waiver of any of the provisions of these Standards for any executive officer may be made only by the Board of Directors or the Audit Committee thereof. Any such waiver

9

must be disclosed in accordance with the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange.

REPORTING VIOLATIONS

Compliance with these Standards of Conduct includes the responsibility to report promptly any violation or apparent violation of any Standard of Conduct. At least annually, all recipients of these Standards of Conduct will be surveyed regarding their compliance with these Standards and their knowledge regarding the compliance of others with these Standards. In addition to the regular annual reporting requirements, employees may communicate directly with their supervisor, their division Human Resources executive or with the General Counsel for a confidential interview to discuss an employee’s perceptions of violations, or they may call the Compliance Hot Line, that will give employees the opportunity to anonymously disclose and report violations of these Standards, or send an email to the Compliance Center.

Toll Free Hot Line: 1-866-261-0715 (in U.S.)
713-513-3404 (outside U.S.)
Compliance Center: compliance@coopercameron.com

Any employee who, in good faith, reports what he or she believes to be a violation of these Standards will not be subject to any disciplinary action or other form of retaliation as a result of making such report.

It is the responsibility of all employees of the Company to report to senior management, without undue delay, all participation in any outside business relationship or other activity which might involve an actual or potential conflict of interest and all professional or consultant ventures for compensation, including directorships, so that action may be taken to determine whether a problem exists, and if so, to eliminate it. In the event that changes in circumstances alter an employee’s standing vis-à-vis this Standard, it is the responsibility of the employee to submit additional information and memoranda to the Company as well as keep and maintain all information accurate and current.

Any questions of applicability or interpretation should be addressed to an employee’s immediate supervisor, senior management, the legal department or the appropriate human resources department representative.

August 1, 2003

10

EX-21.1

Exhibit 21.1

COOPER CAMERON CORPORATION — SUBSIDIARIES & JOINT VENTURES
(As of February 22, 2005)

	% Owned						State/Country of
	By			% Owned			Incorporation or
Cooper Cameron Corporation (Delaware) Parent	Subsidiary			By CCC			Organization
AOP Industries Inc.					100	%	Oklahoma, USA
Cooper Cameron Valves TBV Techno Inc.					100	%	Delaware, USA
Cameron Algerie (1 share owned by CCPEG)					100	%	Algeria
Cameron Al Rushaid Ltd.					50	%	Saudi Arabia
Cameron Argentina S.A.I.C. (122,700 shares owned by CCPEG)	Less than 1%				100	%	Argentina
Cameron Gabon, S.A. (1 share owned by Chairman)					100	%	Gabon
Cameron GmbH					100	%	Germany
Cameron Services Middle East LLC (Joint Venture)					24	%	Oman
Cameron Venezolana, S.A.					100	%	Venezuela
- Cameron Remanufacturas, C.A.		100	%				Venezuela
- Camercay, Ltd.		100	%				Grand Cayman
Cameron Angola (1 share owned by CCPEG)					100	%	Angola
Compression Services Company					100	%	Ohio, USA
Cooper Cameron Foreign Sales Company Ltd.					100	%	Barbados
Cooper Cameron International Holding Corp.					100	%	Nevada, USA
- Cooper Cameron Holding (Cayman) Limited					100	%	Grand Cayman
- - Cameron Australasia Pty. Ltd.		100	%				Australia
- - - Cooper Cameron Valves Australia Pty. Ltd.		100	%				Australia
- - Cooper Cameron Campex Limited		80.1	%				Grand Cayman
- - - Cooper Cameron China Co. Ltd. (10-12-2004)		100	%				China
- - Cooper Cameron do Brasil Ltda. (1 share owned by CC (Lux) SARL)		100	%				Brazil
- - Cooper Cameron (Trinidad) Limited		100	%				Trinidad and Tobago
- - Cooper Cameron (Gibraltar) Limited		100	%				Gibraltar
- - Cooper Cameron Holding (Luxembourg) SARL		100	%				Luxembourg
- - - Cooper Cameron (Luxembourg) SARL		100	%				Luxembourg
- - - - Cooper Cameron Valves Italy Srl.		100	%				Italy
- - - - Cameron Ireland Limited		100	%				Ireland
- - - - Cooper Cameron Holding (Dutch) B.V.		100	%				Netherlands
- - - - - Cooper Cameron Netherlands B.V. (11-2004)		100	%				Netherlands
- - - - - - CCC Euro Automation Center BV		100	%				Netherlands
- - - - - - Sterom S.A.		100	%				Romania
- - - - Cooper Cameron Canada Corporation		100	%				Canada/Nova Scotia
- - - - - Ed’s Wellhead Supply (1999) Ltd.		100	%				Canada
- - - - - Cooper Cameron Holding (U.K.) Limited		100	%				United Kingdom
- - - - - Cameron France, S.A.S.		100	%				France
- - - - - Cooper Cameron (U.K.) Limited		100	%				United Kingdom
- - - - - - Cooper Cameron (U.K.) Investments Limited		100	%				United Kingdom
- - - - - - - Flow Llink Systems Private Ltd.		100	%				India
- - - - - - - Nutron Manufacturers (India) Private Limited		100	%				India
- - - - - - - Flow Control-Tati Production Sdn. Bhd.		100	%				Malaysia
- - - - - - - Nutron Flow Control Sdn. Bhd.		100	%				Malaysia
- - - - - Cameron Offshore Engineering Limited		100	%				United Kingdom
- - - - - Cooper Cameron Pensions Limited		100	%				United Kingdom
- - - - - Cameron Integrated Services Limited		100	%				United Kingdom
- - - - - Sherkate Mohandesi Hafar Chah Jonoob		80	%				Iran
- - - - Cooper Cameron Holding B.V.		100	%				Netherlands

1

	% Owned						State/Country of
	By			% Owned			Incorporation or
Cooper Cameron Corporation (Delaware) Parent	Subsidiary			By CCC			Organization
- - - - - Cooper Energy Services B.V.		100	%				Netherlands
- - - - - Cameron B.V.		100	%				Netherlands
- - - - - Cooper Cameron Holding (Norway) AS		100	%				Norway
- - - - - - Cameron Norge AS		100	%				Norway
- Cooper Cameron (Singapore) Pte. Ltd.		100	%				Singapore
- - Riyan Cameron (B) Sendirian Berhad		100	%				Brunei
Cooper Cameron (Holding) Corp.					100	%	Nevada, USA
- Cooper — Texgas Ltd. (1 share owned by Compression Services Co.)		50	%				Colombia
Cooper Cameron International Holding Corp.					100	%	Nevada, USA
Sequel Holding, Inc.					100	%	Delaware, USA
Petreco International Inc. (partially owned by Sequel Holding, Inc.)					100	%	Delaware, USA
- Petreco-KCC Holding, Inc.		100	%				Delaware, USA
- - Petreco-KCC Limited		100	%				United Kingdom
- KCC Process Equipment, Inc.		100	%				Texas, USA
- Petreco International Limited		100	%				United Kingdom
- - KCC Group Limited		100	%				United Kingdom
- - - KCC Process Equipment (International) Limited		100	%				United Arab Emirates
- - - KCC Process Equipment Limited		100	%				United Kingdom
- - - - RJB Engineering (UK) Limited		100	%				United Kingdom
- - - KCC Resources (Jersey) Limited		100	%				Jersey
- Petreco Canada Inc.		100	%				Alberta, Canada
Cooper Cameron Corporation Nigeria Limited					60	%	Nigeria
Cooper Cameron S.R.L.					100	%	Italy
Cooper Energy Services de Venezuela, S.A.					100	%	Venezuela
Cooper Energy Services International, Inc.					100	%	Ohio, USA
- Canada Tiefbohrgeräte und Maschinenfabrik GmbH		100	%				Austria
Cooper Cameron de Mexico S.A. de C.V. (1 share owned by CCPEG)					100	%	Mexico
Cooper Cameron Petroleum Equipment Group, Inc. (CCPEG)					100	%	Delaware, USA
Cooper Turbocompressor, Inc.					100	%	Delaware, USA
Lyulka-Cooper (Russian Federation Joint Venture)		50	%		50	%	Russia
Wellhead Services, Inc.					100	%	Nevada, USA
- Cooper Cameron (Malaysia) Sdn Bhd**		49	%				Malaysia
- - Cooper Cameron Valves Singapore Pte. Ltd.		100	%				Singapore
- - - Cooper Cameron Corporation Sdn Bhd		100	%				Malaysia
- - - Cooper Cameron Valves Malaysia Sdn. Bhd.		100	%				Malaysia

2

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements on Forms S-3, S-3/A and S-8 of Cooper Cameron Corporation of our reports dated February 23, 2005, with respect to the consolidated financial statements and schedule of Cooper Cameron Corporation, Cooper Cameron Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Cooper Cameron Corporation, incorporated by reference or included in this Annual Report on Form 10-K for the year ended December 31, 2004.

Registration
Statement No.	Purpose
No. 333-26923	Form S-8 Registration Statements pertaining to the Amended and Restated Cooper Cameron Corporation Long-Term
No. 33-95004	Incentive Plan
No. 333-53545
No. 333-37850
No. 333-106224
No. 33-94948	Form S-8 Registration Statement pertaining to the Cooper Cameron Corporation Employee Stock Purchase Plan
No. 33-95002	Form S-8 Registration Statement pertaining to the Cooper Cameron Corporation Retirement Savings Plan
No. 333-57991	Form S-8 Registration Statement pertaining to the Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant
No. 333-51705	Form S-3 Registration Statement pertaining to the Cooper Cameron Corporation shelf registration of debt securities
No. 333-77641	Form S-8 Registration Statement pertaining to the Cooper Cameron Corporation Savings-Investment Plan for Hourly Employees
No. 333-79787	Form S-8 Registration Statement pertaining to the Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors
No. 333-46638	Form S-8 Registration Statements pertaining to the Cooper Cameron Corporation Broad Based 2000 Incentive Plan
No. 333-82082
No. 333-61820
No. 333-104755
No. 333-96565	Form S-3 and S-3/A Registration Statements pertaining to the Cooper Cameron Corporation shelf registration of up to $500 million of securities
No. 333-106225	Form S-8 Registration Statement pertaining to the Cooper Cameron Corporation Compensation Deferral Plan, Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan and 2003 Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan
No. 333-116667	Form S-3 and S-3/A Registration Statements pertaining to the Cooper Cameron Corporation 1.50% convertible Senior Debentures due 2024

/s/ Ernst & Young LLP  

ERNST & YOUNG LLP

Houston, Texas

February 23, 2005

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William C. Lemmer, Franklin Myers, Charles M. Sledge and Grace B. Holmes, and each of them, his attorney-in-fact with full power of substitution and resubstitution for him in any and all capacities, to sign any amendments, supplements or other documents relating to this Annual Report on Form 10-K he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that such attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 23^rd day of February 2005.

Signature	Title
/s/ Nathan M. Avery	Director
(Nathan M. Avery)
/s/ C. Baker Cunningham	Director
(C. Baker Cunningham)
/s/ Peter J. Fluor	Director
(Peter J. Fluor)
/s/ Sheldon R. Erikson	Chairman, President and Chief Executive Officer
(Sheldon R. Erikson)	(Principal Executive Officer)
/s/ Lamar Norsworthy	Director
(Lamar Norsworthy)
/s/ Michael E. Patrick	Director
(Michael E. Patrick)
/s/ David Ross III	Director
(David Ross III)
/s/ Bruce Wilkinson	Director
(Bruce Wilkinson)
/s/ Franklin Myers	Senior Vice President of Finance and Chief Financial Officer
(Franklin Myers)	(Principal Financial Officer)
/s/ Charles M. Sledge	Vice President and Corporate Controller
(Charles M. Sledge)	(Principal Accounting Officer)

EX-31.1

EXHIBIT 31.1

Cooper Cameron Corporation and Subsidiaries
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Sheldon R. Erikson, Chairman and Chief Executive Officer of Cooper Cameron Corporation, certify that:

1. I have reviewed this annual report on Form 10-K of Cooper Cameron Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in “Exchange Act rules 13a-15(f) and 15d(f) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2005

/s/ SHELDON R. ERIKSON

Sheldon R. Erikson

Chairman & Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Cooper Cameron Corporation and Subsidiaries
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Franklin Myers, Senior Vice President of Finance and Chief Financial Officer of Cooper Cameron Corporation, certify that:

1. I have reviewed this annual report on Form 10-K of Cooper Cameron Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in “Exchange Act rules 13a-15(f) and 15d(f) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2005

/s/ FRANKLIN MYERS

Franklin Myers

Senior Vice President of Finance and

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

     In connection with the Annual Report on Form 10-K for the year ended December 31, 2004 of Cooper Cameron Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 23, 2005

/s/ Sheldon R. Erikson

Name: Sheldon R. Erikson

Title: Chairman, President & Chief

               Executive Officer

/s/ Franklin Myers

Name: Franklin Myers

Title: Senior Vice President of Finance & Chief

               Financial Officer

     A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Cooper Cameron Corporaiton and will be retained by Cooper Cameron Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

     Note: The certification the registrant furnishes in this exhibit is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated in such filing.