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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


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	Filed by a Party other than the Registrant o

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	o Preliminary Proxy Statement
	o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	þ Definitive Proxy Statement
	o Definitive Additional Materials
	o Soliciting Material Pursuant to §240.14a-12


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SEC 1913 (02-02)	Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

You are cordially invited to attend the Annual Meeting of Stockholders of Cooper Cameron Corporation to be held on Thursday, May 5, 2005, at the Company’s corporate headquarters, 1333 West Loop South, Suite 1700, Houston, Texas, commencing at 10:00 a.m.

You will find information regarding the matters to be voted on at the meeting in the formal Notice of Meeting and Proxy Statement, which are included on the following pages of this booklet.

We know that most of our stockholders will not be attending the Annual Meeting in person. As a result, the Board of Directors of our Company is soliciting proxies so that each stockholder has an opportunity to vote on all matters that are scheduled to come before the meeting. Whether or not you plan to attend, please vote your shares by Internet, telephone or mail as soon as possible so that your shares will be voted at the meeting. Instructions on how to vote can be found in the accompanying Proxy Statement.


	By Order of the Board of Directors,

	/s/ WILLIAM C. LEMMER
	William C. Lemmer
	Vice President, General Counsel and Secretary
	March 21, 2005

This Proxy Statement and the accompanying proxy/voting instruction card (“proxy card”) are being furnished to stockholders of record of Cooper Cameron Corporation (“Company”) by the Company’s Board of Directors (“Board”) in connection with its solicitation of proxies to be used at the 2005 Annual Meeting of Stockholders, scheduled to be held on May 5, 2005, or any postponements or adjournments thereof (“Annual Meeting” or “Meeting”). This Proxy Statement and the accompanying proxy card contain information related to the Annual Meeting and will be mailed to stockholders beginning March 21, 2005.

At the Meeting, stockholders will act upon the matters outlined in the Notice of Meeting on the cover page of this Proxy Statement, namely:

Ratification of the appointment of independent registered public accountants for 2005,

Approval of the Company’s Amended and Restated Management Incentive Compensation Plan,

Any other business that may properly come before the Meeting, though the election of directors, ratification of the appointment of independent registered public accountants and approval of the Amended and Restated Management Incentive Compensation Plan and the 2005 Equity Incentive Plan are the only scheduled items for which required notice has been given.

Owners of shares of Cooper Cameron common stock (“Common Stock”) at the close of business on March 11, 2005, the Record Date, are entitled to vote and participate in the Annual Meeting.

Participants in the Cooper Cameron Corporation Retirement Savings Plan and the Company-sponsored Individual Account Retirement Plans (collectively, “Retirement Plans”) may give voting instructions with respect to the Common Stock credited to their account in the Retirement Plans to the trustees of the Retirement Plans, who have the actual voting power over the Common Stock in the Retirement Plans.

Each outstanding share of Cooper Cameron Common Stock will be entitled to one vote on each matter considered at the Meeting.

The Board recommends that stockholders vote FOR each of the director nominees, FOR the ratification of the appointment of the Company’s independent registered public accountants, FOR the approval of the Amended and Restated Management Incentive Compensation Plan, and FOR the approval of the 2005 Equity Incentive Plan.

Shares of Common Stock can be voted in person at the Meeting or can be voted by proxy, and voting instructions can be given to the Retirement Plans’ trustees, in one of three ways, the instructions for which are on the proxy card:


	•	by Internet

	•	by telephone

	•	by signing, dating and returning a proxy card.


	•	when a signed proxy card is returned with no choice indicated, the shares will be voted either as recommended by the Board, or, if the shares are held in one of the Retirement Plans, they will be voted in the same proportion as the other shares in the Retirement Plans have been voted; and

	•	if a proposal, other than the election of directors, ratification of the appointment of independent registered public accountants for 2005 and approval of the Amended and Restated Management Incentive Compensation Plan and the 2005 Equity Incentive Plan, is properly presented for consideration at the Meeting, the persons named in the proxy card will vote as recommended by the Board or, if no recommendation is given, they will exercise their discretion in voting on the proposal.

If you do not desire to vote on any proposal, you may abstain from voting by marking the appropriate space on the proxy card or by following the telephone or Internet instructions. Shares voted as abstaining will be counted as present for both the purpose of establishing a quorum and the purpose of determining the number of votes needed for approval of any proposal before the Meeting other than the election of directors. The effect of an abstention is discussed further in the next question and answer.

A “broker non-vote” occurs when you hold your shares in “street name” through a bank, broker or other agent and do not give instructions to your agent on how you want your shares voted, and the agent either exercises its discretionary authority under the rules of the New York Stock Exchange (“NYSE”) to vote on one or more, but not all, of the proposals or the agent has no discretion under these rules to vote on the proposal. When an agent does not vote on any particular proposal for whatever reason, a “broker non-vote” occurs with respect to that proposal. Therefore, if you do not give your broker, bank or other agent specific instructions, your shares may not be voted on such proposals and will not be counted in determining the number of shares necessary for approval of these matters. Shares represented by such “broker non-votes” will, however, be counted in determining whether a quorum is present.

Provided a quorum is present, directors are elected by a plurality of the votes cast. Therefore, the three nominees for director receiving the highest number of votes cast will be elected. Abstentions, “broker non-votes” and shares not voted will have no effect.

Each other proposal to be voted on will be decided by a majority of the votes cast on that proposal. Abstentions will have the effect of a negative vote. Shares represented by “broker non-votes” are not entitled to vote on that proposal and will not be counted in determining the number of shares necessary for approval and will, therefore, have no effect.

The presence at the Meeting, in person or by proxy, of the holders of a majority of the aggregate voting power of the Common Stock outstanding on the record date will constitute a quorum, permitting the Meeting

The shares voted at the Meeting and shares for which properly signed proxy cards have been returned or which were properly voted by Internet or telephone will be counted as “present” for purposes of establishing a quorum. Proxies received but marked as abstentions and those containing “broker non-votes” will be included in the calculation of the number of votes considered to be present at the Meeting.


	•	notifying the Secretary of the Company in writing, or

	•	signing and returning a later-dated proxy.

A list of stockholders of record will be available for examination at the Company’s office during ordinary business hours for a period of ten days prior to the Meeting.

The Company’s Certificate of Incorporation provides for a Board of Directors of between five and fifteen members (with eight being the number currently authorized) divided into three classes. The term of each class of directors is normally three years, and the term of one class expires each year in rotation, so that approximately one-third of the Board is elected each year. The term of the Class I directors expires at this year’s Meeting, at which the stockholders will elect new Class I directors. The current Class I directors are Peter J. Fluor, David Ross III and Bruce W. Wilkinson.

The Board has nominated Messrs. Fluor, Ross and Wilkinson for re-election as Class I directors for a three-year term expiring at the Annual Meeting of Stockholders in 2008, or when their successors are elected and qualified.

If any of the director nominees is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the present Board to fill the vacancy or (2) for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

The Board recommends that stockholders vote FOR the election of each of the nominees.

Ratification of the Appointment of Independent Registered Public Accountants for 2005 — Proposal Number 2 on the Proxy Card

Ernst & Young LLP has served as the Company’s independent registered public accountants since 1995. The Audit Committee has appointed Ernst & Young LLP as independent registered public accountants for the Company for fiscal year 2005, subject to the ratification of such appointment by the stockholders.

A vote will be taken on a proposal to ratify this appointment at the Meeting. While there is no legal requirement that this proposal be submitted to stockholders, the Board believes that the selection of

It is expected that representatives of Ernst & Young LLP will be present at the Meeting and will be available to answer questions and discuss matters pertaining to the Report of Independent Registered Public Accounting Firm contained in the financial statements incorporated by reference in the Company’s Annual Report on Form 10-K. These representatives will have the opportunity to make a statement if they desire.

The fees billed by Ernst & Young LLP for services rendered for 2004, 2003 and 2002 are set out on page 13.

Approval of the Amended and Restated Management Incentive Compensation Plan — Proposal Number 3 on the Proxy Card

The Board has adopted, and stockholders are being asked to approve, an amended and restated Management Incentive Compensation Plan (“Plan” or “MICP”).

The following summary describes briefly the principal features of the Plan, and is qualified in its entirety by reference to the full text of the Plan, which is provided as Appendix A to this proxy statement.

The Plan was approved by the stockholders at the 1997 annual meeting and re-approved at the 2000 annual meeting. Its purpose was and is to motivate and reward key management employees whose efforts impact the performance of the Company through the achievement of specific Company financial and/or individual goals. Awards were made to 241 employees for 2004 performance under the prior plan.

The Plan is administered by the Compensation and Governance Committee of the Board in accordance with the express provisions of the Plan. For each fiscal year of the Company, the Committee approves (i) the eligible executive officers who will participate in the Plan, (ii) the award opportunities for each such officer, (iii) the Company financial performance objectives for the year, and (iv) the measurement of actual results versus these objectives. The Chief Executive Officer selects the eligible employees other than executives who will participate in the Plan and their award opportunities. The financial objectives can be based on any or all of the following: earnings, or some variation thereof such as earnings before interest, taxes, depreciation and amortization (“EBITDA”), earnings before interest and taxes (“EBIT”), or earnings per share; return on equity (“ROE”); return on sales; return on capital; cash flow; bookings or orders; revenues; return on net capital employed (“RONCE”); stock price performance; and economic value added (“EVA”). A percentage of the participant’s base salary at January 1 each year (or pay at the time of becoming a participant, if later) is established as a target award.

Payments under the Plan are approved by the Committee based upon the degree of success achieved with respect to the predetermined objectives. The maximum payout under the Plan may not exceed $5 million for any participant for any fiscal year. The Committee has the discretion to adjust the award calculated under the Plan, except that, in the case of the Chief Executive Officer and the other four most highly compensated officers, the Committee may exercise only negative discretion.

A description of the Committee’s use and administration of the Plan can be found in the Report of the Compensation and Governance Committee on pages 18-21 of this Proxy Statement.

Approval of the 2005 Equity Incentive Plan — Proposal Number 4 on the Proxy Card

The Company’s current long-term incentive plan for employees, the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan, expires under its own terms on May 3, 2005 (the tenth anniversary of its effective date). As of March 11, 2005, there were 1,681,773 shares authorized by the stockholders that remained available for grant under this plan. The Board considered adopting a new plan and requesting that stockholders approve it along with an authorization for additional shares, or asking the stockholders to simply extend the life of the current plan. The Board has concluded that it is in the best interests of the Company and its stockholders to develop a new plan in conjunction with its outside executive compensation advisor, Frederic W. Cook & Co., Inc., with the purpose and intent of incorporating current best practices in the new long-term incentive plan. One of these best practices is to merge non-employee director plans into employee plans, and the Board has chosen to do that in this case. The Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors (the “Directors’ Plan”) will be merged into the new plan, the Cooper Cameron Corporation 2005 Equity Incentive Plan (the “Plan”), as and when the stockholders approve the Plan. As of March 11, 2005, there were 331,752 shares authorized by the stockholders that remained available for grant under the Directors’ Plan. The number of shares subject to the new Plan, which the Board has adopted and which the stockholders are being asked to approve, is no more than the number of shares that the stockholders have already approved for these two existing plans, which are currently available for grant.

The purpose of this new Plan is to provide for equity-based long-term compensation and incentive opportunities for directors, executives and key employees of the Company and its subsidiaries.

The Board urges stockholders to consider the following when deciding whether to vote FOR this new Plan:


	•	No authorization is being sought for shares in addition to those already authorized by stockholders for, and currently available for grant under, the expiring existing plans that the new Plan would replace.

	•	In the event the new Plan in not approved by stockholders, the Company will have no equity compensation plan and no equity-based long-term incentive plan.

The following summary describes briefly the principal features of the Equity Incentive Plan, and is qualified in its entirety by reference to the full text of the Plan, which is provided as Appendix B to this Proxy Statement.

The purpose of the Plan is to promote the long-term financial interests of the Company, including its growth and performance, by encouraging directors, officers and employees of the Company and its subsidiaries and divisions to acquire an ownership position in the Company, by enhancing the ability of the Company to attract and retain directors, officers and key employees of outstanding ability, and by providing directors, officers and key employees with an interest in the Company aligned with that of the Company’s stockholders. No participant may be granted Options or Stock Appreciation Rights (“SARs”) during any calendar year with respect to more than 750,000 shares or Restricted Stock and/or other Stock Unit Awards that are denominated in shares in any calendar year with respect to more than 750,000 shares. It is not possible to determine at this time the number of shares of Common Stock covered by options that may be granted in the future under the Plan to any employee.

The Plan is administered by the Compensation and Governance Committee (the “Committee”), which is and will be composed of independent directors of the Company. Subject to the provisions of the Plan, the Committee has the authority to select the participants who will receive the awards, to determine the type and

Employees and non-employee directors of the Company, its subsidiaries and divisions are eligible to receive awards under the Plan.

The Plan will terminate on May 5, 2015, after which time no additional awards may be made or options granted under the Plan.

Subject to certain adjustments provided for in the Plan, a total of 2,013,525 shares of Common Stock will be authorized for grant under the Plan. These shares will be in a “fungible pool” with shares subject to option or Stock Appreciation Rights to be counted against this limit as one (1) share for every one (1) share granted, and any shares subject to any other type of award to be counted against this limit as two (2) shares for every one (1) share granted.

The Plan permits the granting of any or all of the following types of awards (“Awards”): (i) stock options, including incentive stock options; (ii) SARs; (iii) performance awards; (iv) restricted stock; and (v) other stock-based awards in the form of share units.

Options granted under the Plan may be either incentive stock options or non-qualified stock options, or a combination thereof.

An option is exercisable in whole or in such installments and at such times and upon such terms as may be determined by the Committee; provided, however, that no stock option is exercisable more than seven years after the date of grant. The option exercise price may not be less than the “fair market value” on the date of the stock option’s grant. The fair market value is the per share weighted average daily trading price of Common Stock on the applicable date, and if not a trading date, the weighted average daily trading price for the preceding day on which sales of Common Stock were made. Upon exercise, a participant may pay the option exercise price of a stock option in cash (or equivalents), shares of Common Stock, stock appreciation rights or a combination of the foregoing, or such other consideration as the Committee may deem appropriate.

Awards may be granted in the form of SARs. SARs entitle the recipient to receive a payment, in cash or shares of Common Stock or a combination of both, equal to the appreciation in market value of a stated number of shares of Common Stock from the price stated in the award agreement to the fair market value on the date of exercise or surrender. The price stated in the award agreement may not be less than the fair market value on the date of the SARs grant, except that if a SAR is granted retroactively in tandem with or in substitution for a stock option, the designated fair market value set forth in the award agreement will not be less than the fair market value of the share for such tandem or replaced stock option. An SAR may be granted in tandem with all or a portion of a related stock option under the Plan (“Tandem SARs”), or may be granted separately (“Freestanding SARs”). A Tandem SAR may be granted either at the time of the grant of the related stock option or at any time thereafter during the term of the stock option. A Tandem SAR is exercisable to the extent, and only to the extent, that the related stock option is exercisable. Upon exercise of a Tandem SAR as to some or all of the shares covered in an Award, the related stock option will be cancelled automatically to the extent of the number of SARs exercised, and such shares will not thereafter be eligible for grant.

Awards may be granted in the form of shares of Common Stock that are earned only after the attainment of predetermined performance goals during a performance period as established by the Committee (“Performance Shares”) or in the form of performance awards payable in cash (“Performance Units”). The Committee may grant an Award of Performance Shares or Performance Units to Participants as of the first day of each performance period. A performance target will be established at the beginning of each performance period. No performance period may be shorter than one year nor longer than five years. At the end of the performance period, the Performance Shares or Performance Units, as the case may be, will be converted into Common Stock (or cash or a combination of Common Stock and cash, as determined by the award agreement) and distributed to participants based upon such entitlement.

Performance criteria used in performance goals governing Performance Share and Performance Unit Awards to executive officers may include any or all of the following: revenue growth; booking of orders; earnings, or some derivative thereof such as earnings before interest and taxes (“EBIT”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), or earnings per share; operating income; pre- or after-tax income; cash flow; net earnings; return on equity (“ROE”); return on capital (including return on total capital or return on invested capital); return on assets or net assets; economic value added (“EVA”) (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; and improvement in or attainment of working capital levels. Performance goals may be established on a corporate-wide basis with respect to one or more business units, divisions, product lines or subsidiaries; and in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies. The performance goals established by the Committee for each Performance Share Award will specify achievement targets with respect to each applicable performance criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). No Executive Officer may receive a Performance Share or Performance Unit payment with respect to any calendar year which exceeds 750,000 shares of Common Stock or $5,000,000 of cash-based Performance Shares.

The Performance Share or Performance Unit payment with respect to any calendar year, which is partially or wholly included in the performance period, will be deemed to be a prorated portion of the Performance Share or Performance Unit payment with respect to the complete performance period. If two or more performance periods run concurrently during any calendar year, the Performance Share or Performance Unit payment with respect to such calendar year will be deemed to be the aggregate of the allocable Performance Share payments with respect to each such performance period.

Awards may be granted in the form of restricted stock (“Restricted Stock Award”). Restricted Stock Awards may be awarded in such numbers and at such times as the Committee may determine. Restricted Stock Awards will be subject to such terms, conditions or restrictions as the Committee deems appropriate, including, but not limited to, restrictions on transferability, requirements of continued employment, individual performance or the financial performance of the Company. No restriction may be waived without good reason, which would include, but not be limited to, a Change of Control, death or retirement at age 65. The period of vesting and the forfeiture restrictions will be established by the Committee at the time of grant; however, no Restricted Stock Award fully vests in less than three years, except as the Committee may otherwise provide in the case of a Change of Control, death, disability or retirement at age 65. During the period in which any restricted shares of Common Stock are subject to forfeiture restrictions, the Committee may, in its discretion, grant to the participant to whom such restricted shares have been awarded all or any of the rights of a stockholder with respect to such shares, including, but not limited to, the right to vote such shares and to receive dividends.

Awards of units having a value equal to an identical number of shares of Common Stock (“Other Stock Unit Awards”) may be granted to participants. Other Stock Unit Awards are also available as a form of payment of other awards granted under the Plan and other earned cash-based incentive compensation, primarily for deferral of vested stock-based grants.

Other Stock Unit Awards subject solely to continued employment restrictions will not fully vest in less than three years from the date of grant, but may vest pro rata during such period. Other Stock Unit Awards may be paid in cash, shares of Common Stock, other property, or any combination thereof, in the sole discretion of the Committee at the time of payment.

The Board may make no amendment or modification to the Plan that, among other things, would increase the number of shares available for issue under the Plan, change those eligible to be participants under the Plan, or materially increase the benefits available under the Plan without the approval of the stockholders of the Company.

Corporate governance is typically defined as the system that allocates duties and authority among a company’s stockholders, board of directors and management. The stockholders elect the board and vote on extraordinary matters; the board is the company’s governing body, responsible for hiring, overseeing and evaluating management, particularly the chief executive officer; and management runs the company’s day-to-day operations. The business and affairs of the Company are governed in accordance with the provisions of the Delaware General Corporation Law and the Company’s Certificate of Incorporation and Bylaws. The Board has adopted written Corporate Governance Principles and a Code of Ethics for Directors, which further guide its actions. These Principles and the Code are available for review on our website at www.coopercameron.com by clicking on “Ethics & Governance.”

The directors monitor the Company’s business and affairs through Board and Board Committee meetings, background and informational presentation materials provided to them on a regular basis, meetings with officers and employees of the Company, and outside advisors.

The independent directors meet in executive session at each Board and Board Committee meeting. The executive sessions of the Board are led by David Ross III, who has been selected by the Board as Presiding Director for this purpose, and those of the Committees are led by their Chair.

The Board believes that it should be composed entirely of independent directors, with the exception of the Chief Executive Officer, who serves as Chairman of the Board as well. The Board makes an annual determination as to the independence of each of the directors, other than the Chairman and Chief Executive Officer. A director is considered independent if neither the director nor any immediate family member is not a present or former employee of the Company or its independent registered public accountant, has not been part of an interlocking directorate, and who has no meaningful financial relationship or personal tie to the Company or its management, other than through share ownership or his or her position as a director, or any other relationship with the Company or with the Chairman and Chief Executive Officer that might interfere with

The primary responsibility of the Board is to provide oversight, counseling and direction to Cooper Cameron’s management from the perspective of the long-term interests of Cooper Cameron and its stockholders. The Board’s detailed responsibilities include: (a) selecting and regularly evaluating the performance of the Chief Executive Officer and other senior executives; (b) planning for succession with respect to the position of Chief Executive Officer and monitoring management’s succession planning for other senior executives; (c) reviewing and, where appropriate, approving the Company’s major financial objectives and strategic and operating plans and actions; (d) overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed; and (e) overseeing the processes for maintaining the Company’s integrity with regard to its financial statements and other public disclosures and compliance with laws and ethics. The Board has instructed the Chief Executive Officer, working with the Company’s other executive officers, to manage the Company’s business in a manner consistent with the Company’s standards and practices, and in accordance with any specific plans, instructions or directions of the Board. The Chief Executive Officer and management are responsible for seeking the advice and, in appropriate situations, the approval of the Board with respect to extraordinary actions to be undertaken by the Company.

The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. Board agendas include regularly scheduled sessions for the independent directors to meet without management present, and the Board’s Presiding Director leads those sessions. The Board has delegated various responsibilities and authority to the Board committees as described in this Section of the proxy statement. Committees regularly report on their activities and actions to the full Board. Board members have access to all of Cooper Cameron’s employees outside of Board meetings, and the Board has a program that encourages each director to visit different Cooper Cameron sites and events worldwide and meet with local management at those sites and events.

The Board currently has, and appoints the members of, two permanent Committees of the Board: the Audit Committee and the Compensation and Governance Committee. Both the Audit Committee and the Compensation and Governance Committee are composed entirely of independent directors. Membership of the Committees is as follows:

The Audit Committee reviews and approves the Company’s financial statements and earnings releases, oversees the internal audit function, reviews the Company’s internal accounting controls and oversees the Company’s compliance policies and programs. The Committee has the sole authority to appoint, review and discharge our independent registered public accountants. The Board of Directors has determined that Mr. Michael E. Patrick, Chairman of the Audit Committee, and Messrs. Lamar Norsworthy and Bruce W. Wilkinson, members of the Audit Committee, are “audit committee financial experts” and “independent” as defined under applicable SEC and NYSE rules. The Report of the Audit Committee appears on pages 11-12 of this Proxy Statement. The Charter of the Audit Committee is available for review on our website.

With respect to governance matters, the Compensation and Governance Committee is responsible for developing, reviewing and monitoring compliance with the Company’s policies and practices relating to corporate governance, including the Company’s Corporate Governance Principles, and for monitoring

compliance with corporate governance rules and regulations and serves as the Company’s nominating committee. In addition to reviewing and recommending to the Board nominees for directors, the Committee also is responsible for recommending committee assignments and for conducting an annual review of Board effectiveness and the performance of the CEO. With respect to compensation matters, the Committee determines the compensation for the Chief Executive Officer and other executive officers and non-employee directors, and supervises and administers the compensation and benefits policies and plans of the Company. The Committee’s Report on Executive Compensation appears on pages 18-21 of this Proxy Statement. The Charter of the Compensation and Governance Committee is available for review on our website.

During 2004, the Board held eight meetings, the Audit Committee held seven meetings and the Compensation and Governance Committee held five meetings. Attendance for all such meetings was 100 percent.

Each director is expected to make a reasonable effort to attend all meetings of the Board, all meetings of the Committees of which such director is a member and the Company’s annual meeting of stockholders. All of the directors attended the Company’s 2004 annual meeting of stockholders. Each director is also expected to have reviewed materials supplied in advance of such meetings.

Any stockholder desiring to communicate with our Board, or one or more of our directors, may send a letter addressed to the Cooper Cameron Corporation Board of Directors, c/o Corporate Secretary, 1333 West Loop South, Suite 1700, Houston, Texas 77027. The Corporate Secretary has been instructed by the Board to screen the communications to insure they are from stockholders and promptly forward all stockholders’ communications to the full Board or to the individual Board members specifically addressed in the communications.

The Compensation and Governance Committee is the Board Committee responsible for developing the Company’s slate of director nominees for election by stockholders, which the Committee recommends to the Board for its consideration.

The Committee has the authority to engage the services of a third party search firm to assist in the identification and evaluation of Board member candidates. The Committee has not, to date, utilized any such services.

The Committee determines the required selection criteria and qualifications of Company director nominees based upon the needs of the Company at the time nominees are considered. A candidate, at a minimum, must possess the ability to apply good business judgment and must be in a position to properly exercise his or her duties of loyalty and care. Candidates should also exhibit proven leadership capabilities, high integrity and experience with a high level of responsibilities within their chosen fields, and have the ability to quickly grasp complex principles of business, finance, international transactions and the oilfield services industry. In general, candidates who hold an established executive level position in business, finance or education will be preferred. The Committee will consider these criteria for nominees identified by the Committee, by stockholders or through some other source. When current Board members are considered for nomination for reelection, the Committee also takes into consideration their prior Cooper Cameron Board contribution, performance and meeting attendance records.

The Committee will consider qualified candidates for possible nomination who are submitted by our stockholders. Stockholders wishing to make such a submission may do so by sending the following information to the Compensation and Governance Committee, c/o Corporate Secretary, at the address listed on the Notice of Annual Meeting of Stockholders: (1) name of the candidate and a brief biographical sketch and resume; (2) contact information for the candidate and a document evidencing the candidate’s willingness to

The Committee conducts a process of making a preliminary assessment of each proposed nominee based upon the resume and biographical information, an indication of the individual’s willingness to serve and other background information. This information is evaluated against the criteria set forth above and the specific needs of the Company at that time. Based upon a preliminary assessment of the candidate(s), those who appear best suited to meet the needs of the Company may be invited to participate in a series of interviews, which are used as a further means of evaluating potential candidates. On the basis of information learned during this process, the Committee determines which nominee(s) to recommend to the Board for nomination for election at the next annual meeting. The Committee uses the same process for evaluating all nominees, regardless of the original source of the nomination.

No candidates for director nominations were submitted to the Committee by any stockholder in connection with the 2005 annual meeting. Any stockholder desiring to present a nomination for consideration by the Committee prior to our 2006 annual meeting must do so prior to September 1, 2005, in order to provide adequate time to duly consider the nominee and comply with our bylaws.

If a stockholder wishes to nominate a director candidate and does not want the Committee to consider such nominee as one of the Company’s nominees, the shareholder should follow the requirements set out in “Other Information — Stockholder Proposals and Nomination for the 2006 Annual Meeting” found on page 30 of this Proxy Statement

The Report of the Audit Committee that follows, the Report of the Compensation and Governance Committee beginning on page 18 and the Performance Graphs on pages 22 and 23 do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates these Reports or Graphs by reference therein.

The Audit Committee of the Board of Directors is composed of three directors, independent and otherwise qualified, as required by the New York Stock Exchange, and operates under a written charter approved by the Board of Directors. Its Charter is available for review on our website.

Management is responsible for the adequacy of the Company’s financial statements, internal controls and financial reporting processes. The independent registered public accountants are responsible for performing an independent audit of the Company’s consolidated financial statements, expressing an opinion as to whether those financial statements fairly present the financial position, results of operations and cash flows of the Company in accordance with generally accepted auditing standards as well as management’s assessment as to the effectiveness of internal control over financial reporting as well as over their opinion as to the effectiveness of internal control over financial reporting and issuing their reports thereon. The Committee is responsible for monitoring and overseeing these processes and otherwise assisting the directors in fulfilling their responsibilities relating to corporate accounting, reporting practices, and reliability of the financial reports of the Company. The functions of the Committee are focused primarily on four areas:


	•	The quality and integrity of the Company’s financial statements;

	•	The scope and adequacy of the Company’s internal controls and financial reporting processes;

	•	The independence and performance of the Company’s internal auditors and independent registered public accountants; and

	•	The Company’s compliance with legal and regulatory requirements related to the filing and disclosure of the quarterly and annual financial statements of the Company.


	•	Selecting the independent registered public accountants, and approving the scope, timing and fees of the annual audit as well as approving, in advance, any non-audit services to be provided by the independent registered public accountants;

	•	Reviewing the scope and adequacy of the internal audit function, plans and significant findings;

	•	Meeting with management and with the independent registered public accountants to review the scope, procedures and results of the audit, the appropriateness of accounting principles and disclosure practices, and the adequacy of the Company’s financial and auditing personnel and resources;

	•	Meeting with management and the internal auditors and independent registered public accountants to review the Company’s internal controls, including computerized information systems controls and security;

	•	Reviewing the Company’s financial statements and earnings releases prior to filing;

	•	Reviewing significant changes in accounting standards and legal and regulatory matters that may impact the financial statements;

	•	Meeting with management to review compliance policies and programs, including the Company’s Standards of Conduct Policy and the Code of Ethics for Management Personnel, Including Senior Financial Officers; and

	•	Conferring independently with the internal auditors and the independent registered public accountants in carrying out these functions.

To be in a position to accept the Company’s 2004 consolidated financial statements, the Committee took a number of steps:


	•	The Committee approved the scope of the Company’s internal and independent audits;

	•	The Committee met with the internal auditors and independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting;

	•	The Committee reviewed the audited financial statements with management, including a discussion of the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements, and received management’s representation that the Company’s financial statements were prepared in accordance with generally accepted accounting principles;

	•	The Committee discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, including their judgments as to the quality, not just the acceptability, of the Company’s accounting principles, estimates and financial statements and such other matters as are required to be discussed with the Committee under auditing standards generally accepted in the United States; and

	•	The Committee discussed with Ernst & Young LLP their independence from management and the Company, including the matters in the written disclosures required by the Independence Standards Board Standard No. 1, and considered the compatibility of non-audit services with the auditors’ independence.

Based on the Committee’s discussions with management, the director of internal audit and Ernst & Young LLP, and the Committee’s review of the representation of management and reports of Ernst & Young LLP to the Committee, the Committee approved the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission.


	AUDIT COMMITTEE,

	Michael E. Patrick, Chairman
	Lamar Norsworthy
	Bruce W. Wilkinson

The following table sets forth the U.S. dollar equivalent fees billed or to be billed by the Company’s principal accounting firm, Ernst & Young LLP, for services rendered for the years ended December 31, 2004 and 2003.

The Audit Committee performs an annual review and approves the scope of services and proposed fees of the Company’s principal accounting firm. Any projects not specifically included in this approval will be reviewed and approved in advance by the Chairman of the Audit Committee and will be reviewed by the full Audit Committee at the next regularly scheduled meeting.

The Committee also considered whether the provision of services, other than audit services, is compatible with maintaining the accounting firm’s independence.

An Audit Committee policy requires advance approval of all audit, audit-related, tax services, and other services performed by the independent registered public accountant. The policy provides for pre-approval by

The following table displays the components of outside director compensation. Employee directors receive no compensation for serving on the Board or its Committees.

Options granted to non-employee directors pursuant to the Annual Option Grant under the Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors have an exercise price equal to the fair market value of the Company’s Common Stock on the date of grant, become fully exercisable on the first anniversary of the effective date of the grant, and expire five years after the effective date of the grant, subject to prior termination. Options that may be granted to non-employee directors pursuant to the 2005 Equity Incentive Plan, if approved by the stockholders, will have the same requirements for the exercise price, will have a term of no more than seven years, and will be fully vested upon grant. The effective date for the Annual Option Grant for 2004 was the day following the 2004 Annual Meeting of Stockholders. The exercise price for the 2004 Annual Option Grant is $45.49. The maximum number of shares to be issued under both the 2005 Directors’ Plan and the Equity Incentive Plan and the number of shares previously granted under these plans are subject to adjustment in the event of stock splits or other changes in the Company’s capital structure.

In November 2004, the Board terminated the Directors’ Deferred Compensation Plan, effective May 31, 2006. Under the Plan, a non-employee director serving on the Board for five or more years and who (i) does not stand for reelection in accordance with the Company policy of not doing so after reaching age 70 or because he or she was not recommended by the Board, (ii) is not reelected by the stockholders, or (iii) dies while a director, will earn a benefit of $150,000 to be paid in a lump sum when he or she ceases to be a director. It is anticipated that only one director will earn this benefit prior to its termination.

Outside directors are reimbursed by the Company for the cost, and the tax liability associated with the cost, of their spouse’s or companion’s travel to the Company’s annual offsite Board meeting and, from time to time, other business-related travel. The income attributed to outside directors in 2004 for these expenses, together with the resulting income tax liability, was $7,629 for Mr. Patrick and $7,137 for Mr. Avery.

The names of the nominees for director and of the continuing directors, their principal occupations during the past five years, other directorships held, and certain other information are set out below, in order of their classification.

Director since February 2005. Age 57. Chairman of the Board and Chief Executive Officer since 2001 of Texas Crude Energy, Inc., a private, independent oil and gas exploration company, where he has been employed since 1972 in positions with increasing responsibilities, including President from 1980 to 1990 and Chief Executive Officer from 1990 to 2001. He also serves on the boards of directors of Devon Energy Corporation and Fluor Corporation, for which he was interim Chairman from January 1998 through July 1998, and is currently its Lead Independent Director, and serves on the Advisory Board of JPMorgan Chase Bank, Houston, Texas. He is a member of the All American Wildcatters, the American Petroleum Institute and The Counsel of Overseers of the Jesse H. Jones Graduate School of Management at Rice University.

Director since 1995. Age 64. Adjunct professor and member of the Board of Overseers of the Jesse H. Jones Graduate School of Administration at Rice University since 1979. From 1987 until 1993, he was Chairman and Chief Executive Officer of the Sterling Consulting Group, a firm providing analytical research, planning and evaluation services to companies in the oil and gas industry. Between 1984 and 1987, he was a principal in the Sterling Group, a firm engaged in leveraged buyouts, primarily in the chemical industry, and Camp, Ross, Santoski & Hanzlik, Inc., which provided planning and consulting services to the oil and gas industry.

Director since 2002. Age 60. Chairman of the Board and Chief Executive Officer since August 2000, and President and Chief Operating Officer from May 2000 to July 2000, of McDermott International, Inc., an energy services company. He was a Principal of Pinnacle Equity Partners, L.L.C., a private equity group, from May 1999 to April 2000; Chairman and Chief Executive Officer of Chemical Logistics Corporation, a company formed to consolidate chemical distribution companies, from April 1998 to April 1999; President and Chief Executive Officer of Tyler Corporation (a diversified manufacturing and service company) from April 1997 to October 1997; Interim President and Chief Executive Officer of Proler International, Inc, (a ferrous metals recycling company) from July 1996 to December 1996; and Chairman and Chief Executive Officer of CRSS, Inc. (a global engineering and construction services company) from October 1989 to March 1996.

Director since 1995. Age 70. Chairman of the Board and Chief Executive Officer of Galveston-Houston Company, a company specializing in the manufacturing of products to serve the energy and mining industries, from 1972 to December 2000, when it was sold to Komatsu, Ltd. He has been an active participant in the oil and gas industry since the 1960s and was Chairman of the Board of Directors of Bettis Corporation, an actuator company, until 1996, when Bettis Corporation merged with Daniel Industries, Inc., and was a director and member of the Executive Committee of Daniel Industries until June 1999, when Daniel Industries merged with Emerson Electric Co.

Director since 1996. Age 63. President and Chief Executive Officer, and director, of Belden CDT Inc., a manufacturer of high-speed electronic cables focusing on products for the specialty electronic and data

Chairman of the Board of the Company since 1996, President and Chief Executive Officer and director since 1995. Age 63. He was Chairman of the Board from 1988 to 1995, and President and Chief Executive Officer from 1987 to 1995, of The Western Company of North America, an international petroleum service company engaged in pressure pumping, well stimulating and cementing and offshore drilling. Previously, he was President of the Joy Petroleum Equipment Group of Joy Manufacturing Company. He is a director of Spinnaker Exploration Company. He also serves on the boards of directors of the National Petroleum Council, the American Petroleum Institute, and the Petroleum Equipment Suppliers Association, of which he is a past Chairman of the Board.

Director since 2001. Age 58. Chairman of the Board and Chief Executive Officer of Holly Corporation, an independent petroleum refiner, since 1988. He is a director of Zale Lipshy University Hospital and a member of the Board of Visitors of M.D. Anderson Cancer Center.

Director since 1996. Age 61. Vice President and Chief Investment Officer of Meadows Foundation, Inc., a philanthropic association, since 1995. He is a director of BJ Services Company, Apptricity Corporation and the RGK Foundation.

The Company has had stock ownership guidelines for its directors and officers since 1996. The Board adopted these guidelines in order to align the economic interests of the directors and officers of the Company with those of all stockholders and to further focus their attention on enhancing stockholder value. Under these guidelines, within three years of their election, outside directors are expected to own at least $100,000 worth of the Company’s Common Stock, and officers are expected to own Common Stock having a market value between one and five times their base salary, depending on their job category (in each case, based on the higher of cost or current market value). All of the directors and all of the executive officers named in the Summary Compensation Table are in compliance with the guidelines. Beginning in 2006, outside directors are expected to own at least $135,000 worth of the Company’s Common Stock.

The following table sets forth, as of February 2, 2005, unless otherwise noted, the number of shares of Common Stock beneficially owned (as defined by the Securities and Exchange Commission by each current director, by each executive officer named in the Summary Compensation Table included herein who is not also a director, and by all directors and executive officers as a group. For information regarding the Company’s stock ownership guidelines for directors and executive officers, see “Information Concerning the Board of Directors — Stock Ownership Guidelines.”


(1)	As defined by the SEC, securities beneficially owned include securities that the above persons have the right to acquire at any time within 60 days after February 2, 2005.

(2)	Includes 2,170 shares owned by family members as to which beneficial ownership is disclaimed.

(3)	Mr. Fluor was elected to the Board of Directors on February 17, 2005.

(4)	Includes shares held in the Cooper Cameron Corporation Retirement Savings Plan as of December 31, 2004.

The Compensation and Governance Committee of the Board has furnished the following report on executive compensation for fiscal year 2004.

The Compensation and Governance Committee of the Board of Directors (the “Committee”) supervises and administers the compensation and benefits policies, practices and plans of the Company pursuant to a written charter, which is available on the Company’s website. The Committee has been created by the Board to, among other things, assist the Board in the discharge of its responsibilities with respect to compensation of executive officers. The principal functions of the Committee with respect to executive compensation include:


	•	establishing and reviewing periodically the Company’s compensation policy and strategy;

	•	reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluating the Chief Executive Officer’s performance in light of those goals and objectives, and setting the Chief Executive Officer’s compensation level based on this evaluation, giving consideration to the Company’s performance and relative shareholder return and the value of similar incentive awards to chief executive officers at comparable companies;

	•	reviewing and approving the compensation of the officers and certain key employees of the Company, taking into consideration the Company’s performance, competitive review and standard procedures with respect to compensation, and such other factors as may, in the Committee’s discretion, be appropriate;

	•	making recommendations to the Board with respect to incentive compensation plans and equity-based plans;

	•	exercising oversight responsibility for severance policies and individual employment and severance arrangements;

	•	reviewing compliance with executive and director stock ownership guidelines;

	•	reviewing executive benefits and perquisites;

	•	overseeing the administration of the Company’s long-term incentive plans and (i) approving the award guidelines to be used in determining individual awards, (ii) approving target and maximum award levels, (iii) approving performance goals and objectives, (iv) certifying attainment of goals and approving payouts, and (v) approving grants to officers and key employees and the number of shares available for grant to other employees;

	•	overseeing the administration of the Company’s annual incentive award plan and (i) approving eligible classes of participants, (ii) approving performance targets, (iii) approving target and maximum awards, and (iv) certifying attainment of goals and approving payouts;

	•	overseeing the administration of the Company’s deferred compensation plan and retirement plans;

	•	reviewing and recommending to the Board employment agreements, termination agreements and severance policies and agreements; and

	•	providing guidance, direction and monitoring of the Company’s compensation, benefit and deferral plans and programs.

The fundamental objective of the Committee’s executive compensation policies is to ensure an internally consistent and externally competitive executive compensation program in order to attract, retain and motivate

qualified executives and provide incentive for the attainment of the Company’s strategic goals and objectives. It is the policy of the Committee to compensate executive officers based on their responsibilities and experience, their level of achievement of specific business objectives and established goals, and the Company’s long-term performance. The Committee met five times in 2004, and each meeting included an executive session without management present. The Committee at least annually receives advice from an outside compensation consulting firm (selected and engaged by the Committee on behalf of the Company) as to compensation practices and trends of companies in general, as well as those in the Company’s peer group.

Long-Term Incentives. In 2004, the Committee reviewed its approach to long-term incentive compensation and, in particular, its reliance on the traditional 100% stock option approach used in the past. While the Committee viewed — and continues to view — stock options as a powerful tool for aligning employees’ interests with that of stockholders, this review was driven by a number of factors, including the pending requirement to expense stock options and the shift towards full-value awards by some of the Company’s peer group companies. The evaluation of the alternatives was conducted by the outside executive compensation advisor to the Committee, who recommended that the Committee adopt the Shareholder-Value Transfer (SVT) methodology when making determinations regarding long-term incentive awards. The recommendation was based on the fact that the SVT methodology takes into account that stock options are economically less valuable than full-value awards, such as restricted stock awards. The recommended methodology is a natural extension of the dilution-based methodology used in the prior two years, which targets a percentage of common stock outstanding for award, regardless of the economic value of the form of award. The compensation advisor recommended the SVT approach for a number of reasons, including the significant shift of other companies to full-value awards, and to minimize the projected cost of expensing stock options. The long-term incentive awards made by the Committee in 2004 began what is expected to be a shift away from exclusive reliance on stock options to a mix of stock options and restricted cash or stock awards for executives. Additionally, stock options now will be awarded only to executives and senior operating officers, and no longer to a broad-based employee group. The long-term incentive awards for executive officers for 2004 were made up of approximately two-thirds stock options and one-third restricted cash awards.

Employee Stock Purchase Plan. The new expensing requirements, discussed above, also led to the Committee’s decision to discontinue the Employee Stock Purchase Plan, in which all U.S. employees, all employees in certain other countries and executives had been allowed to participate.

Cash Compensation. The Committee’s policy has been to target base salaries and annual incentives at or below the median of peer and industry averages and place a significant portion of total compensation at risk through the grant of higher than average stock-option awards. Along with the decision to reduce the number of options granted, and therefore the amount of total compensation made up of stock options, the Committee expects to gradually increase the cash portion of total compensation in order to provide competitive compensation.

Employment Contracts. The Company has employment contracts with Messrs. Erikson and Myers. These contracts, described in “Employment, Termination and Change of Control Arrangements” on page 27, gave the officers a right to tender to the Company options, including any accelerated by a change of control, in exchange for an amount equal to the Black-Scholes value of such options using the highest such valuation during the one-year period prior to the change of control. The Committee determined it to be in the best interests of the Company and its stockholders to remove this right from these contracts, and reached agreements with Messrs. Erikson and Myers to amend their contracts to eliminate this right in return for the payment, as consideration for such amendment, of an amount equal to one percent and four percent, respectively, of the estimated value of this right. Additionally, the directors’ options contained the same right, which the directors agreed to eliminate in return for the payment of one percent of the estimated value of the right.

Each of the Company’s executive officers receives a base salary and has an opportunity to earn an annual cash bonus under the Company’s Management Incentive Compensation Plan (“MICP”). Decisions regarding base salaries are made based upon individual performance, job responsibilities, experience and competitive practice as determined by compensation surveys. The Committee’s policy is to provide competitive base salaries, taking into account peer and general industry practices, and place a significant portion of targeted total annual compensation at risk tied to performance-based MICP objectives. The MICP is designed to motivate and reward key management employees, including executive officers, whose efforts impact the performance of the Company and its divisions and subsidiaries through the achievement of financial performance targets and, in some instances, individual performance objectives. The Committee is responsible for approving the financial performance targets that are used to determine awards made under the MICP. Performance targets are based upon proposals submitted to the Committee by the Chief Executive Officer which, in turn, reflect the Company’s annual operating plan. The targets which may be used under the MICP by the Committee include: earnings, or some variation thereof such as earnings before interest, taxes, depreciation and amortization (“EBITDA”), earnings before taxes (“EBT”), or earnings per share; return on equity (“ROE”); return on sales; return on capital; cash flow; bookings; revenues; return on net capital employed (“RONCE”); stock price performance; and economic value added (“EVA”). A target award percentage of base salary is established for each position eligible to participate in the MICP. Cash bonuses were awarded to all eligible employees, including executive officers, for 2004.

The Committee reserves the right to take into account unusual items when applying MICP targets to actual results. Such items would include acquisitions, divestitures, recapitalizations, restructurings and other similar unforeseeable events. The Committee may also consider industry-wide market conditions and peer performance.

It is the policy of the Board to provide executives with incentives that are tied to the long-term performance of the Company. The Committee, in consultation with its outside executive compensation advisor, determined an appropriate value for incentive awards using the Shareholder-Value Transfer methodology for each executive position. The Committee then determined the appropriate mix of incentives and awarded stock options and restricted cash awards to the named executive officers. The stock options were awarded with an exercise price equal to fair market value on the date of award. The options have a seven-year term and generally vest, or become exercisable, in increments of one-third per year and are fully vested at the end of the first three years after the award date. The restricted cash awards are equal to the executives’ MICP target award. If, and to the extent, performance targets of the MICP are met, the award will be paid in equal installments yearly for three years beginning in 2006.

Mr. Erikson currently has a base salary of $860,000, which the Committee, based on its review of the compensation levels of chief executive officers of companies of comparable size in similar businesses, believes to be at or below the median salary level of such executives. The Company exceeded the performance targets established by the Committee for 2004 and Mr. Erikson was awarded a bonus of $1.6 million for 2004. For 2005, Mr. Erikson is eligible to receive a bonus based on a formula which targets 100 percent of his base salary and adjusts it to reflect Company performance, primarily against the Committee-approved targets.

Mr. Erikson received only stock option grants under the reload feature of the Long-Term Incentive Plan in 2004. He did not receive an annual stock option award in 2004 because his agreement to amend his employment contract to remove his option put right in the event of a change of control, discussed above, made him ineligible to receive any award in the normal cycle. Mr. Erikson has the opportunity to earn in 2006 up to 200% of his restricted cash award target of $860,000, depending on the Company’s performance against its MICP performance targets during 2005. Through MICP opportunities and his restricted cash award, a large percentage of Mr. Erikson’s compensation is tied directly to corporate performance and return to stockholders.

The Committee has reviewed all components of the compensation of the Chief Executive Officer and the other named executive officers, including salary, bonus and long-term incentive compensation, and considered the estimated dollar value to the executive and cost to the Company of perquisites and other personal benefits, the earnings and accumulated payout obligations under the Company’s non-qualified deferred compensation program and the actual projected payout obligations under the Company’s supplemental excess retirement plan and under several potential severance and change-in-control scenarios. Interest on deferred compensation is based on the average of the Chase Manhattan Bank Average Quarterly Prime Rate and for 2004 was 4.3%. Based on this review, the Committee found the total compensation (and, in the case of the severance and change-in-control scenarios, the potential payouts) to the Chief Executive Officer and the other named executive officers in the aggregate to be reasonable and not excessive, with the exception of the option put rights in the employment contracts and in the directors’ option agreements, which have been removed. The option put right is in the change-in-control agreements of five other officers. While the presence of these rights does not alter the Committee’s finding, the Committee expects to address this issue in 2005.

The Company has stock ownership guidelines for its officers. Within three years of being appointed an officer of the Company, the employee is expected to own Common Stock having a market value between two and five times their base salary, depending on his or her position.

Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of annual compensation that may be deducted by the Company in any year with respect to the Company’s Chief Executive Officer and each of its other four most highly compensated executive officers. Certain performance-based compensation approved by stockholders is not subject to this deduction limitation and is, therefore, deductible.

Options granted under the Company’s Long-Term Incentive Plan and the restricted cash awards and the bonuses paid pursuant to the Management Incentive Compensation Plan generally will qualify as performance-based compensation and should be deductible. However, to compensate executive officers in a manner commensurate with performance and the competitive market for executive talent, the Committee and/or the Board may from time to time, in circumstances it deems appropriate, award compensation in addition to these option grants and bonus payments that may not be deductible.

The Committee believes that the total executive compensation program should link compensation to corporate and individual performance. The Committee will continue to review the compensation of the CEO and other executive officers on an annual basis.


	COMPENSATION AND GOVERNANCE COMMITTEE,

	David Ross III, Chairman
	Nathan M. Avery
	C. Baker Cunningham

The line graph below shows the cumulative total stockholder return on the Company’s Common Stock from December 31, 1999 to December 31, 2004, and compares it, over the same period of time, with the cumulative total return of the Standard & Poor’s Composite-500 Stock Index and the weighted average (based on stock market capitalization) cumulative total return of a Peer Group selected by the Company. The Peer Group includes the same companies as the 2003 peer group: Baker Hughes Incorporated, BJ Services Company, Halliburton Company, Schlumberger Limited, Smith International, Inc. and Weatherford International, Inc. In each case, cumulative total return is calculated assuming a fixed investment of $100 on December 31, 1999, and the returns on the graph represent the value that each of these investments would have had at the end of each year shown.

The line graph below shows the cumulative total stockholder return on the Company’s Common Stock from July 5, 1995, when trading in the Company’s Common Stock commenced following the Company becoming an independent, publicly traded entity, to December 31, 2004, and compares it, over the same period of time, with the cumulative total returns of the same two indices used for the Five-Year Graph, calculated in the same manner and representing the value that each of these investments would have had at the end of each year shown.

The following table presents information for the last three years concerning compensation paid to, or accrued for, the Chief Executive Officer and the other four most highly compensated executive officers of the Company during the last year (such officers other than the Chief Executive Officer, collectively referred to as the “other named executive officers”).


(1)	Columns dealing with “Restricted Stock Awards” and “LTIP Payouts” have been omitted since no restricted stock awards or LTIP payouts were awarded to the named executives.

(2)	The figures in this column for 2004, 2003 and 2002 include the Company’s contributions to the Cooper Cameron Corporation Retirement Savings Plan and the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, as well as amounts paid by the Company for excess life insurance and basic life premiums. For 2004, the contributions to the Savings Plan, the Supplemental Excess Plan and life insurance, respectively, for Mr. Erikson were $9,225, $40,400, and $7,764; for Mr. Myers were $9,225, $22,475, and $1,576; for Mr. Moore were $5,850, $6,526, and $1,248; for Mr. Rajeski were $3,900, $10,441, and $1,714; and for Mr. Lemmer were $5,850, $7,021, and $2,521.

(3)	Under the Cooper Cameron Stock Options in Lieu of Salary Program, which was terminated as of the end of 2002, certain named officers elected to receive a percentage of base pay in non-qualified stock options under the Company’s Long-Term Incentive Plan (“LTIP”) for 2002. The 2002 salaries for the named executive officers who so elected were: Mr. Erikson, $630,000; and Mr. Myers, $288,000.

(4)	This figure includes $302,778, the sum paid as consideration for Mr. Erikson’s agreement to amend his employment contract to remove the option put right in the event of a change of control, discussed in the Report of the Compensation and Governance Committee on page 18. It includes $5,425 for long-term disability insurance premiums. It also includes income of $50,136 for personal travel, $39,129 plus a $11,006 tax gross up on a Company-chartered plane. These travel costs were calculated using the Internal Revenue Service SIFL Table. The Board adopted a policy in 1998 which encourages


	Mr. Erikson to use Company-chartered aircraft for non-business as well as business travel for the Company’s benefit, rather than as a personal benefit or perquisite. The incremental cost to the Company for this personal travel was $40,936.

(5)	These figures include payments for loss of benefits due to participation in the Options in Lieu of Salary Program and income attributable to personal travel. These figures include $83,563 and $78,059 in payments for lost benefits in 2002 and 2001, respectively, and $52,515 and $42,631 attributable to travel in 2003 and 2002, respectively, calculated using the IRS SIFL Table.

(6)	This figure includes $364,448, the sum paid as consideration for Mr. Myers’ agreement to amend his employment contract to remove the option put right in the event of a change of control, discussed in the Report of the Compensation and Governance Committee on page 18. It includes $41,021 for interest on deferred compensation. The interest for deferred compensation is based on the average of the Chase Manhattan Bank Average Quarterly Prime Rate and for 2004 was 4.3%. It also includes $2,860 for personal travel on a Company-chartered plane. This cost was calculated using the IRS SIFL Table. The incremental cost to the Company for this travel was $5,769.

(7)	These figures include payments for loss of benefits due to participation in the Options In Lieu of Salary Program and income attributable to personal travel. These figures include $40,813 and $34,218 in payments for lost benefits in 2003 and 2002, respectively, and $5,268 and $10,260 attributable to travel in 2003 and 2002, respectively, calculated using the IRS SIFL Table.

(8)	Mr. Moore became an executive officer in May 2003.

(9)	Perquisites and other personal benefits paid or distributed did not exceed the lesser of $50,000 or 10 percent of this individual’s total salary and bonus.

The following table presents information concerning the grant of options during 2004 to the Chief Executive Officer and the other named executive officers.


(1)	These shares were granted under the Company’s Long-Term Incentive Plan.

(2)	The exercise price of each option is equal to the fair market value of the Company’s shares on the date of grant of the option. The exercise price may be paid in cash, or, in certain instances, by tendering already


	owned Cooper Cameron Common Stock having a fair market value on the date of exercise equal to the exercise price, except as noted in footnote (4).

(3)	The grant date present value is determined using the Black-Scholes option pricing model assuming an expected stock price volatility of 29 percent, a risk-free interest rate of 3.12 percent, a weighted-average expected option life of 3.5 years (or remaining time to expiration, if shorter) and no dividend yield. The actual value, if any, that may be realized will depend on the market price of the Company’s Common Stock on the date of exercise. The dollar amounts shown are not intended to forecast possible future appreciation in the Company’s stock price.

(4)	These shares were granted under the reload feature of the Long-Term Incentive Plan and vested in full on the date of grant. The exercise price of each option is equal to the closing price on the New York Stock Exchange of the Company’s shares on the day preceding the date of grant.

(5)	Mr. Erikson did not receive an annual stock option award in 2004 as explained on page 20 of this Proxy Statement.

The following table presents information concerning exercises of stock options during 2004 and the unexercised options held at the end of 2004 by the Chief Executive Officer and the other named executive officers.


(1)	Values are based on the difference between the exercise price and the closing price of $53.81 per share of Common Stock on the New York Stock Exchange on the last trading day of 2004.

The following table presents information concerning the estimated annual retirement benefits payable to the Chief Executive Officer and the other named executive officers under the Cooper Cameron Corporation Retirement Plan upon retirement at age 65.

For each of the individuals shown in the Summary Compensation Table, the table above shows the year each attains age 65 and the projected annual pension benefit at the end of the year the participant attains age 65. The retirement benefit is based on a cash balance formula whereby the balance is increased each year by interest and salary credit. The salary credit is 3% of the executive’s annual compensation up to the Social Security Wage Base and 6% for compensation over the Wage Base. The annual pension benefit is the annuity which can be provided by the cash balance account at retirement. The calculation is based on the following assumptions: benefits paid on a straight-life annuity basis; the current mortality table and an interest rate of 5.35% is used in the conversion from the account balance to an annuity; 2005 base compensation plus 2004 actual bonus amounts for 2005 plan pay; 2005 base compensation plus the target bonus percentage projected each year based on the age-weighted salary scale used in the actuarial valuations (ranging from 3% to 7% in these calculations) for year 2006 and beyond; an assumed 2.5% per annum increase in the Social Security Wage Base; and the year 2004 interest crediting rate of 4.54%. Amounts under the Cooper Cameron Corporation Supplemental Excess Defined Benefit Plan are included in the Annual Estimated Benefit. Projected annual benefits change each year to reflect actual compensation and, in some years, changes in assumptions.

The Company has employment agreements containing certain termination or severance provisions with Messrs. Erikson and Myers. The Company also has an Executive Severance Policy for, and Change of Control Agreements with, other executive officers, including Messrs. Moore, Rajeski and Lemmer.

The agreements with Messrs. Erikson and Myers provide for specific terms of employment, including base salary, bonus and benefits over specified periods of time and for severance benefits and certain other benefits should a Change of Control, as defined below, occur. The agreements were unanimously approved by the independent members of the Board of Directors.

The agreement between the Company and Mr. Erikson will continue until Mr. Erikson resigns, retires, reaches age 65, is terminated, becomes disabled or dies. The agreement provides that Mr. Erikson will: continue to receive an annual salary of not less than his current salary, which is $860,000, and a bonus as provided under the Company’s Management Incentive Compensation Plan or any other bonus plan adopted by the Board of Directors for executive officers; participate in Cooper Cameron Corporation’s Retirement Plan (a defined benefit plan) and the Long-Term Incentive Plan; and be eligible to participate in the Cooper Cameron Corporation Retirement Savings Plan (a defined contribution plan) and any other plans generally available to employees of the Company during his employment. The agreement between the Company and Mr. Myers has substantially the same terms as those described above for Mr. Erikson. The agreement provides that Mr. Myers will continue to receive an annual salary of not less than his current salary, which is $380,000.

If either of these executives terminates due to death, retirement, disability or without Good Reason, as defined below, or is terminated by the Company for Cause, as defined below, no salary or other benefits are payable under the agreements. However, if termination occurs by discharge without Cause or by the executive with Good Reason, Mr. Erikson is entitled to an amount equal to three times the sum of: the highest base pay during any of the last three years (or its equivalent if paid in compensation other than cash); the highest of the maximum bonus award that he could earn during the current year, the highest bonus he received during any of the three preceding years or 200% of his annual base salary as of the termination date; and, the Black-Scholes value at the time of grant of the highest stock option award he received during any of the five preceding years. Mr. Myers is entitled to two times base salary and bonus calculated in the same manner as in Mr. Erikson’s agreement, except that the applicable provision for Mr. Myers is 120% rather than 200% of annual base salary. If either Mr. Erikson or Mr. Myers had been terminated on December 31, 2004 without Cause or had resigned for Good Reason, Mr. Erikson or Mr. Myers would have been entitled to payments of $21,458,040 and $1,672,000, respectively. They are also entitled to three years of continued benefits and perquisites, including use of Company aircraft, subject to specified maximums, and club membership dues, and to certain other payments relating to benefit plans applicable to all employees. “Good Reason” for termination includes any of the following events which occur without employee consent: a change in status, title(s) or position(s) as an officer of the Company that is not a promotion; a reduction in base salary; termination of participation in an ongoing compensation plan; relocation; failure of a successor of the Company to assume the agreement;

The agreements with Messrs. Erikson and Myers also provide for certain benefits in the event of a Change of Control. Each of these officers is entitled under the agreements to accelerated vesting of options granted under the Company’s Long-Term Incentive Plan and, in the event of a tender offer, to tender their shares of Common Stock to the Company, including those acquired by the exercise of stock options following an accelerated vesting, in proportion to the total number of shares actually tendered and at the tender offer price or fair market value of any exchange security. If Mr. Myers is discharged without cause or resigns for Good Reason in conjunction with, and within two years of, a Change of Control, he is, in lieu of his termination benefits summarized above, entitled to a severance package which includes a payout equal to three times his base salary, bonus and option grant, each calculated in accordance with the same provisions as found in Mr. Erikson’s agreement described above. At December 31, 2004, this would have entitled Mr. Myers to a payout of $7,757,250, plus any applicable excise tax premium reimbursement. Mr. Erikson is entitled to no more than that which he is entitled to upon severance, discussed above. These agreements also provide that if any payments made to the executive officer would cause the executive officer to be subject to an excise tax because the payment is a “parachute payment” (as defined in the Internal Revenue Code), then the Company will pay the executive officer an excise tax premium in a sufficient amount to make the executive officer whole with respect to any additional tax that would not have been payable but for the excise tax provision. A “Change of Control” of the Company will occur for purposes of these agreements if (i) any person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), 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; (ii) the current members of the Board, or subsequent members approved by two-thirds of the current members, no longer comprise a majority of the Board; (iii) the Company is merged or consolidated with another corporation or entity and the Company’s stockholders own less than 80% of the outstanding voting securities of the surviving or resulting corporation or entity; (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 Company’s voting securities; or (v) there has been a disposition of all or substantially all of the Company’s assets.

The Executive Severance Policy for other senior level executives, including Messrs. Moore, Rajeski and Lemmer, sets forth certain salary and benefit rights in the event of the termination of employment. The Executive Severance Policy provides for salary and benefit continuation of 12 months for a covered executive if his or her employment with the Company is terminated by the Company for any reason other than Cause. If Messrs. Moore, Rajeski or Lemmer had been terminated for any reason other than Cause on December 31, 2004, they would have been entitled to severance benefits of $462,000, $432,000 and $462,000, respectively.

The Change of Control agreements with eight executive officers, including Messrs. Rajeski and Lemmer, entitle the executive to substantially the same benefits provided to Mr. Myers under his employment agreement in the event of a Change of Control, except that under these agreements a Change of Control resulting from a merger or consolidation does not occur unless the Company’s stockholders own less than 60% of the outstanding voting securities of the surviving or resulting corporation or entity. The Change of Control agreements with Mr. Moore and three other of these executive officers entitle the executives to substantially the same benefits provided to Messrs. Rajeski and Lemmer under their agreements in the event of a Change of Control, except that Messrs. Rajeski, Lemmer and two other of these executive officers are also entitled under the agreements to tender to the Company options, including those accelerated by the Change of Control, in exchange for an amount equal to the Black-Scholes value of such options using the highest such valuation during the one-year period prior to the Change of Control. At December 31, 2004, these eight officers would have been entitled, in the aggregate, to the payment of $44,606,701, plus any applicable excise tax premium reimbursement.

The Board does not know of any business that will properly come before the Meeting other than that described above. If any other business should properly come before the meeting, it is intended that the shares represented by proxies will be voted in accordance with the judgment of the persons named in the proxies.

The following table lists the stockholders known by the Company to have been the beneficial owners of more than five percent of the Common Stock outstanding and entitled to be voted at the Meeting as of December 31, 2004:


(1)	According to a Schedule 13G/A filed with the Securities and Exchange Commission (the “SEC”) by FMR Corp., as of December 31, 2004, Fidelity Management & Research Company (Fidelity), a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 4,722,241 shares or 8.899% of Common Stock. Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the Funds each has sole power to dispose of the 4,722,241 shares owned by the Funds, but neither FMR Corp nor Edward C. Johnson 3d has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’ Board of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Boards of Trustees. Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp., and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 147,890 shares or 0.279% of Common Stock as a result of its serving as investment manager of the institutional account(s). Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 147,890 shares and sole power to vote or to direct the voting of 147,890 shares of common stock owned by the institutional account(s). Fidelity International Limited (“FIL”), Pembroke Hall, 42 Crowlane, Hamilton, Bermuda, is the beneficial owner of 185,620 shares or 0.350% of the Common Stock. Fidelity International Limited and various foreign-based subsidiaries provide investment advisory and management services to a number of non-U.S. investment companies and certain institutional investors. FIL has sole power to vote and the sole power to dispose of 185,620 shares.

(2)	According to a Schedule 13G filed with the SEC by Massachusetts Financial Services Company (“MFS”) dated February 3, 2005, MFS had sole voting power over 3,254,450 shares of Common Stock and sole dispositive power over 3,423,140 shares of Common Stock.

Section 16(a) of the Exchange Act of 1934 requires directors and executive officers of the Company, and persons who own more than ten percent of the Company’s Common Stock, to file with the SEC and the New York Stock Exchange initial reports of beneficial ownership on Form 3 and changes in such ownership on Forms 4 and 5. Based on its review of the copies of such reports, or written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that during 2004, its

In order for a stockholder to be eligible to submit a proposal or nomination to the 2006 Meeting, the stockholder must be a stockholder of record both when submitting the proposal or nomination and on the record date.

If a stockholder wishes to submit a proposal for possible inclusion in the Company’s 2006 proxy material, the notice must be in proper form and received at the Company’s corporate headquarters on or before November 7, 2005. If a stockholder wishes to submit a proposal at the 2006 annual meeting (but not seek inclusion of the proposal in the Company’s proxy material), the notice must be in proper form and received at the Company’s corporate headquarters between February 4 and March 6, 2006.

To be in proper written form, a stockholder’s notice of a proposal must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

If a stockholder wishes to submit a director nomination to the Compensation and Governance Committee for consideration as a Company director nominee, the stockholder should follow the procedures set out in “Information Concerning the Board of Directors — Nominations,” on page 10 of this Proxy Statement. If a stockholder wishes to submit a director nomination to the stockholders in opposition to the Company director nominees for inclusion in the Company’s 2006 proxy material, the notice must be in proper form and received at the Company’s corporate headquarters on or before November 7, 2005. If a stockholder wishes to submit such a nomination at the 2006 annual meeting (but not seek inclusion of the proposal in the Company’s proxy material), the notice must be in proper form and be received between February 4 and March 6, 2005.

To be in proper written form, a stockholder’s notice of a director nomination must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

The Company has provided proxy materials to banks, brokers, and other financial fiduciaries and requested that such materials be promptly forwarded to the beneficial owners of Common Stock. The Company has retained Georgeson Shareholder to assist with the solicitation of proxies for a fee not to exceed $8,000, plus reimbursement for out-of-pocket expenses. In addition, solicitation of proxies may be made by directors, officers or employees of the Company. The cost of soliciting proxies and related services will be borne by the Company.

We are mailing you our 2004 Annual Report to Stockholders with this proxy statement. Additional copies of Cooper Cameron’s Annual Report to Stockholders and its Annual Report on Form 10-K for the year ended December 31, 2004 are available without charge from our Investor Relations Department, 1333 West Loop South, Suite 1700, Houston, Texas 77027, 713-513-3300. Our SEC filings, including our 2004 Form 10-K, are available online, at no charge, at www.coopercameron.com, News & CCC Info, SEC filings, or through the Securities and Exchange Commission’s website at www.sec.gov.


	By Order of the Board of Directors,

	/s/ WILLIAM C. LEMMER
	William C. Lemmer
	Vice President, General Counsel and Secretary

The purpose of the Cooper Cameron Corporation Management Incentive Compensation Plan, (the “Plan”), is to motivate and reward Key Management Employees whose efforts impact the performance of Cooper Cameron Corporation (the “Company”) and its subsidiaries through the achievement of pre-established financial and individual objectives.

Performance under the Plan is measured on the fiscal (calendar) year and payments under the Plan, when earned, are made annually.

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the defined meaning is intended, the term is capitalized:


	(a) “Board” or “Board of Directors” means the Board of Directors of the Company.

	(b) “Chief Executive Officer” means the Chief Executive Officer of the Company.

	(c) “Committee” means the Committee of the Board charged by the Board with responsibility for supervising and administering the compensation plans of the Company. The membership of the Committee shall in all cases be comprised solely of two or more outside directors (within the meaning of Section 162(m)).

	(d) “Company” means Cooper Cameron Corporation, a Delaware corporation, and any successor thereto.

	(e) “Covered Employee” means the Company’s Chief Executive Officer and, for any Plan Year, any executive officer of the Company or of a subsidiary who is, or will become a “covered employee” within the meaning of part (3) of Section 162(m) .

	(f) “Key Management Employee” means an employee of the Company, or any of its subsidiaries, who, in the opinion of the Chief Executive Officer, is in a position to significantly contribute to the growth and profitability of the Company.

	(g) “Participant” means any Key Management Employee (other than a Covered Employee) who is approved for participation by the Chief Executive Officer and any Key Management Employee who is a Covered Employee selected by the Chief Executive Officer, provided such individual is approved by the Committee to participate in the Plan.

	(h) “Plan Year” means the Company’s fiscal year commencing January 1 and ending December 31.

	(i) “Section 162(m)” means section 162(m) (or any successor provision) of the Internal Revenue Code of 1986, as amended, and applicable interpretive authority thereunder.

All Key Management Employees, other than an employee who is eligible to participate in any other cash incentive plan of the Company, are eligible to participate in the Plan.

Performance objectives for operating units below the corporate level will be submitted by the appropriate manager to the Chief Executive Officer for his consideration and recommendation to the Committee. Performance objectives at the corporate level will be recommended by the Chief Executive Officer to the Committee. The Committee is responsible for approving the Company performance objectives that are used to determine awards paid for Company objectives under this Plan. All performance objectives for a Plan Year will be established and approved prior to the ninetieth day following January 1 of such Plan Year.

The basic measures of financial performance under this Plan for Covered will be earnings, or derivatives thereof, such as earnings before interest, income taxes, depreciation and amortization (“EBITDA”), earnings before interest and taxes (“EBIT”) and earnings per share, return on equity (“ROE”), cash flow, bookings, revenues, return on net capital employed “RONCE”, stock price performance, or economic value added (“EVA”), all, to the extent applicable, as set out in or derived from the Company’s financial statements as prepared in accordance with generally accepted accounting principles.

The Committee, in its discretion, can approve additional or different measures of performance for Participants other than Covered Employees.

In addition, up to 25% of an individual’s award may, at the recommendation of the individual’s immediate manager, be based on individual objectives (without regard to such basic measures.)

A target award percentage will be established each Plan Year for each of the Participants in the Plan. Target awards are a percentage of a Participant’s January 1 base pay (or base pay at the time of becoming a Participant, if later), depending on position.

A Participant may have Company objectives, division objectives, business unit objectives and/or individual objectives, each of which is recommended by the Participant’s immediate manager and weighted in determining the target award for each Plan Year.


	1) Minimum: This is the lowest level of performance at which an award will be generated. The award paid for performance at the minimum level is a percentage of the target award as established by the Committee. There will be no payment for performance below the minimum level except as otherwise provided for herein.

	2) Target Performance. This is the expected level of performance based on the current year’s financial plan.

	3) Maximum. This is the performance level for which the maximum award under the Plan will be paid. The maximum award under the Plan that may be awarded to any Participant for any Plan Year is limited to $5 million.

Attainment of the financial objectives of the Plan is measured based on actual results versus Plan targets, with performance above or below Plan targets prorated up or down to the maximum or minimum levels established for each financial objective.

There may be unusual situations where a manager feels that the award generated under the Plan does not properly reflect the contribution of the Participant. In this situation, the Participant’s immediate manager has the right to recommend an adjustment either up or down, of up to 25% of the Participant’s target award. Notwithstanding the foregoing, an upward adjustment will not be permitted with respect to a Participant who is a Covered Employee.

A Participant’s immediate manager may recommend individual objectives as part of the Participant’s performance criteria under the Plan. The use of individual objectives is subject to the following requirements:


	1) The manager must specify the weighting of the individual objectives in the overall target award, not to exceed 25% of the total award.

	2) Individual objectives must be specifically identified and must be quantifiable in terms of both the targeted achievement and the time frame in which the objective is to be completed.

	3) The portion of the award generated from individual objectives may be adjusted up or down based on the manager’s assessment of the Participant’s results.

Notwithstanding the foregoing, an upward adjustment shall not be permitted with respect to a Participant who is a Covered Employee.

The nature and scope of the Company’s operations are such that at times unanticipated economic and market conditions may render pre-established financial objectives not meaningful in any given Plan Year. If, in the opinion of the Committee, such circumstances should arise, the Committee may make awards based on its discretion, taking into account such factors as market conditions and peer performance. Notwithstanding the foregoing, this alternative award calculation will not be applicable to a Participant who is a Covered Employee

If, during a Plan Year, there has occurred or should occur, in the opinion of the Company, a significant beneficial or adverse change in economic conditions, the indicators of growth or recession in the Company’s business segments, the nature of the operations of the Company, or applicable laws, regulations or accounting practices, or other matters which were not anticipated by the Company when it approved Company and division objectives for the Plan Year and which, in the Company’s judgment, had or have or are expected to have a substantial positive or negative effect on the performance of the Company as a whole, the Committee, subject to ratification by the Board, may modify or revise the performance objectives for the Plan Year in such manner as it may deem appropriate in its sole judgment. By way of illustration, and not limitation, such significant changes might result from sales of assets, or mergers, acquisitions, divestitures, or spin-offs. Notwithstanding the foregoing, any such modification of performance objectives which results in an upward award adjustment will not be applicable to a Participant who is a Covered Employee.

Any awards generated under the Plan for a Plan Year must be certified in writing and approved by the Committee following the close of the Plan Year. Employees voluntarily terminating or terminated for cause prior to the date selected by the Committee for payment of the awards for any Plan Year are not eligible for payment of any award for that Plan Year under this Plan. If the termination is due to retirement, death, disability, economic reduction in force or other termination without cause, any award payment will be determined on the basis of awards actually paid to similarly situated employees based upon satisfaction of performance objectives, but prorated to the date of termination in the event termination occurs prior to the

The Committee has the discretion to authorize payments in cash, common stock of the Company, or a combination thereof. Any payment in common stock of the Company will be made under the Company’s then existing stockholder approved equity compensation plan and may include, in the Committee’s discretion an upward adjustment of up to 30% of the portion of the award payable in stock. Notwithstanding the foregoing, any such upward award adjustment will not be applicable to a Participant who is a Covered Employee

The Plan, as amended and restated, is effective as of January 1, 2005, subject to the approval of stockholders of the Company at the Company’s Annual Meeting of Stockholders held on May 5, 2005, or any adjournment thereof.

Cooper Cameron Corporation (the “Company”), a Delaware corporation, hereby establishes and adopts the following 2005 Equity Incentive Plan (the “Plan”).

The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees and directors of the Company who are expected to contribute to the Company’s success and to achieve long-term objectives which will inure to the benefit of all stockholders of the Company through the additional incentives inherent in the Awards hereunder.

2.1. “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, Other Stock Unit Award or any other right, interest or option relating to Shares or other property (including cash) granted pursuant to the provisions of the Plan.

2.2. “Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted by the Committee hereunder.

2.4. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.5. “Committee” shall mean the committee of the Board charged with oversight of the Company’s incentive compensation and equity-based plans, which, at the time of the adoption of this Plan is the Compensation and Governance Committee. The Committee consists and always will consist of no fewer than two Directors, each of whom is (i) a “Non-Employee Director” within the meaning of Rule 16b-3 of the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code, and (iii) an “independent director” for purpose of the rules and regulations of the New York Stock Exchange.

2.6. “Covered Employee” shall mean a “covered employee” within the meaning of Section 162(m) of the Code.

2.8. “Dividend Equivalents” shall have the meaning set forth in Section 12.5.

2.9. “Employee” shall mean any employee of the Company or any Subsidiary and any prospective employee conditioned upon, and effective not earlier than, such person’s becoming an employee of the Company or any Subsidiary.

2.10. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

2.11. “Fair Market Value” shall mean, with respect to any property other than Shares, the market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. The Fair Market Value of Shares as of any date shall be the per Share weighted average daily trading price on that date (or if there were no reported prices on such date, on the last preceding date on which the prices were reported) or, if the Company is not then listed on the New York Stock Exchange, the Fair Market Value of Shares shall be determined by the Committee in its sole discretion using appropriate criteria.

2.12. “Freestanding Stock Appreciation Right” shall have the meaning set forth in Section 6.1.

2.14. “Option” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.

2.15. “Other Stock Unit Award” shall have the meaning set forth in Section 8.1.

2.16. “Participant” shall mean an Employee or Director who is selected by the Committee or, in the case of non-directors and non-officers, by the Company’s Chief Executive Officer to receive an Award under the Plan.

2.18. “Performance Award” shall mean any Award of Performance Shares or Performance Units granted pursuant to Article 9.

2.19. “Performance Period” shall mean that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured.

2.20. “Performance Share” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

2.21. “Performance Unit” shall mean any grant pursuant to Section 9 of a unit valued by reference to a designated amount of property (including cash and Shares), which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

2.22. “Permitted Assignee” shall have the meaning set forth in Section 12.3.

2.23. “Prior Plans” shall mean, collectively, the Company’s Long-Term Incentive Plan, Broadbased 2000 Incentive Plan, and 1995 Stock Option Plan for Non-Employee Directors.

2.24. “Restricted Stock” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

2.25. “Restriction Period” shall have the meaning set forth in Section 7.1.

2.26. “Restricted Stock Award” shall have the meaning set forth in Section 7.1.

2.27. “Shares” shall mean the shares of common stock of the Company, par value $.01 per share.

2.28. “Stock Appreciation Right” shall mean the right granted to a Participant pursuant to Section 6.

2.29. “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

2.30. Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

2.31. “Tandem Stock Appreciation Right” shall have the meaning set forth in Section 6.1.

3.1 Number of Shares. (a) Subject to adjustment as provided in Section 12.2, a total of 2,013,525 Shares shall be authorized for grant under the Plan. Any Shares that are subject to Awards of Options or Stock Appreciation Rights shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares that are subject to Awards other than Options or Stock Appreciation Rights shall be counted against this limit as two (2) Shares for every one (1) Share granted.

(b) If any Shares subject to an Award or to an award under the Prior Plans are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award or award under the Prior Plans is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for Awards under the Plan, subject to Section 3.1(d) below.

(c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

(d) Any Shares that again become available for grant pursuant to this Article shall be added back as one (1) Share if such Shares were subject to Options or Stock Appreciation Rights granted under the Plan or options or stock appreciation rights granted under the Prior Plans, and as two (2) Shares if such Shares were subject to Awards other than Options or Stock Appreciation Rights granted under the Plan.

3.2. Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.

4.1. Eligibility. Any Employee or Director shall be eligible to be selected as a Participant.

4.2. Administration. (a) The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees and Directors to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Awards, not inconsistent with the provisions of the Plan, to be granted to each Participant hereunder; (iii) determine the number of Shares to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property, subject to Section 8.1; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant; (vii) determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; (viii) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine whether any Award will have

(b) Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and any Subsidiary. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.

(c) To the extent not inconsistent with applicable law, including Section 162(m) of the Code, or the rules and regulations of the New York Stock Exchange, the Committee may delegate to the Chief Executive Officer of the Company the right to grant Awards to Employees who are not Directors or executive officers (within the meaning of Rule 3b-7 under the Exchange Act) of the Company and the authority to take action on behalf of the Committee pursuant to the Plan to cancel or suspend Awards to Employees who are not Directors or executive officers of the Company.

5.1. Grant of Options. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to the terms and conditions of this Article and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable.

5.2. Award Agreements. All Options granted pursuant to this Article shall be evidenced by a written Award Agreement in such form and containing such terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. The terms of Options need not be the same with respect to each Participant. Granting of an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any individual who is granted an Option pursuant to this Article may hold more than one Option granted pursuant to the Plan at the same time.

5.3. Option Price. Other than in connection with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Article shall not be less than 100% of the Fair Market Value of such Share on the date of grant of such Option. Other than pursuant to Section 12.2, the Committee shall not, without the approval of the Company’s stockholders, (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option when the option price per Share exceeds the Fair Market Value of the underlying Shares in exchange for another Award (other than in connection with Substitute Awards), and (c) take any other action with respect to an Option that may be treated as a repricing under the rules and regulations of the New York Stock Exchange.

5.4. Option Term. The term of each Option shall be fixed by the Committee in its sole discretion; provided that no Option shall be exercisable after the expiration of seven years from the date the Option is granted, except in the event of death or disability.

5.5. Exercise of Options. Vested Options granted under the Plan may be exercised by the Participant, by a Permitted Assignee thereof, or by the Participant’s executors, administrators, guardian or legal representative as to all or part of the Shares covered thereby, by the giving of written notice of exercise to the Company or its designated agent, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made (a) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (b) by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value) that have been owned for a period of at least six months (or such other period to avoid accounting charges against the Company’s earnings), (c) with the consent of the Committee, by delivery of other consideration (including, where permitted by law and the Committee, other Awards) having a Fair Market Value on the exercise date equal to the total purchase price, (d) with the consent of the Committee, by withholding Shares otherwise issuable in connection with the exercise of the Option, (e) through any other method specified in an Award Agreement, or (f) any combination of any of the foregoing. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or

such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance. Except for Awards to Directors, Substitute Awards, under circumstances contemplated by Article 11, or as may be set forth in an Award Agreement with respect to (i) death or disability of a Participant, or (ii) special circumstances determined by the Committee including the achievement of performance objectives, Options will not be exercisable before the expiration of one year from the date the Option is granted.

5.6. Form of Settlement. In its sole discretion, the Committee may provide, at the time of grant, that the Shares to be issued upon an Option’s exercise shall be in the form of Restricted Stock or other similar securities, or may reserve the right so to provide after the time of grant.

5.7. Incentive Stock Options. The Committee may grant Options intended to qualify as “incentive stock options” as defined in Section 422 of the Code, to any employee of the Company or any Subsidiary, subject to the requirements of Section 422 of the Code. Notwithstanding anything in Section 3.1 to the contrary and solely for the purposes of determining whether Shares are available for the grant of “incentive stock options” under the Plan, the maximum aggregate number of Shares with respect to which “incentive stock options” may be granted under the Plan shall be 2,000,000 Shares.

6.1. Grant and Exercise. The Committee may provide Stock Appreciation Rights (a) in conjunction with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option (“Tandem Stock Appreciation Right”), (b) in conjunction with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to any Option or other Award (a “Freestanding Stock Appreciation Right”), in each case upon such terms and conditions as the Committee may establish in its sole discretion.

6.2. Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:


	(a) Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise or such other amount as the Committee shall so determine at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or in the case of a Tandem Stock Appreciation Right granted on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 12.2, shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be.

	(b) Upon the exercise of a Stock Appreciation Right, the Committee shall determine in its sole discretion whether payment shall be made in cash, in whole Shares or other property, or any combination thereof.

	(c) Any Tandem Stock Appreciation Right may be granted at the same time as the related Option is granted or at any time thereafter before exercise or expiration of such Option.

	(d) Any Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be exercisable and the Fair Market Value of the Shares subject to the related Option exceeds the option price at which Shares can be acquired pursuant to the Option. In addition, (i) if a Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered by a related Option, then an exercise or termination of such Option shall not reduce the number of Shares to which the Tandem Stock Appreciation Right applies until the number of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation


	Right applies, and (ii) no Tandem Stock Appreciation Right granted under the Plan to a person then subject to Section 16 of the Exchange Act shall be exercised during the first six months of its term for cash, except as provided in Article 11.

	(e) Any Option related to a Tandem Stock Appreciation Right shall no longer be exercisable to the extent the Tandem Stock Appreciation Right has been exercised.

	(f) The provisions of Stock Appreciation Rights need not be the same with respect to each recipient.

	(g) The Committee may impose such other conditions or restrictions on the terms of exercise and the exercise price of any Stock Appreciation Right, as it shall deem appropriate, including providing that the exercise price of a Tandem Stock Appreciation Right may be less than the Fair Market Value on the date of grant if the Tandem Stock Appreciation Right is added to an Option following the date of the grant of the Option. Notwithstanding the foregoing provisions of this Section 6.2(g), but subject to Section 12.2, a Freestanding Stock Appreciation Right shall generally have the same terms and conditions as Options, including (i) an exercise price not less than Fair Market Value on the date of grant, (ii) a term not greater than seven years, and (iii) not being exercisable before the expiration of one year from the date of grant, except for Substitute Awards, under circumstances contemplated by Article 11 or as may be set forth in an Award Agreement with respect to (x) death or disability of a Participant or (y) special circumstances determined by the Committee (including the achievement of performance objectives). In addition to the foregoing, but subject to Section 12.2, the base amount of any Stock Appreciation Right shall not be reduced after the date of grant.

	(h) The Committee may impose such terms and conditions on Stock Appreciation Rights granted in conjunction with any Award (other than an Option) as the Committee shall determine in its sole discretion.

7.1. Grants. Awards of Restricted Stock may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Stock Award”), and such Restricted Stock Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award shall be subject to restrictions imposed by the Committee covering a period of time specified by the Committee (the “Restriction Period”). The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the Company or any Subsidiary as a condition precedent to the issuance of Restricted Stock.

7.2. Award Agreements. The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of Restricted Stock Awards need not be the same with respect to each Participant

7.3. Rights of Holders of Restricted Stock. Beginning on the date of grant of the Restricted Stock Award and subject to execution of the Award Agreement, the Participant shall become a shareholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a shareholder, including the right to vote such Shares and the right to receive distributions made with respect to such Shares; provided, however, that any Shares or any other property (other than cash) distributed as a dividend or otherwise with respect to any Restricted Stock as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Stock.

7.4. Minimum Vesting Period. Except for certain limited situations (including the death, disability or retirement of the Participant, a Change of Control referred to in Article 11), or special circumstances determined by the Committee (including the achievement of performance objectives) Restricted Stock Awards subject solely to continued employment restrictions shall have a Restriction Period of not less than three years from date of grant (but permitting pro rata vesting over such time); provided, that the provisions of this Section shall not be applicable to any grants to new hires to replace forfeited awards from a prior

8.1. Grants. Other Awards of units having a value equal to an identical number of Shares (“Other Stock Unit Awards”) may be granted hereunder to Participants, in addition to other Awards granted under the Plan. Other Stock Unit Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based incentive compensation.

8.2. Award Agreements. The terms of Other Stock Unit Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of such Awards need not be the same with respect to each Participant.

8.3. Vesting. Except for certain limited situations (including the death, disability or retirement of the Participant or a Change of Control referred to in Article 11), Other Stock Unit Awards subject solely to continued employment restrictions shall be subject to restrictions imposed by the Committee for a period of not less than three years from date of grant (but permitting pro rata vesting over such time); provided, that such restrictions shall not be applicable to any Substitute Awards, grants of Other Stock Unit Awards in payment of Performance Awards pursuant to Article 9 and other earned cash-based incentive compensation, or grants of Other Stock Unit Awards on a deferred basis.

8.4. Payment. Except as provided in Article 10 or as maybe provided in an Award Agreement, Other Stock Unit Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee at the time of payment. Other Stock Unit Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.

9.1. Grants. Performance Awards in the form of Performance Shares or Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in Section 10.1.

9.2. Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such Awards shall have Dividend Equivalents. The terms of Performance Awards need not be the same with respect to each Participant.

9.3. Terms and Conditions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award; provided, however, that a Performance Period shall not be shorter than 12 months nor longer than five years. The amount of the Award to be distributed shall be conclusively determined by the Committee.

9.4. Payment. Except as provided in Article 11 or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee at the time of payment. Performance Awards may be paid in a lump sum or in installments

10.1. Covered Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the time a Restricted Stock Award, a Performance Award or an Other Stock Unit Award is granted to a Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Article 10 is applicable to such Award.

10.2. Performance Criteria. If the Committee determines that a Restricted Stock Award, a Performance Award or an Other Stock Unit Award is subject to this Article 10, the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels of one or any combination of the following: revenue growth; booking of orders; earnings, or some derivative thereof such as (including earnings before interest and taxes (“EBIT”) earnings before interest, taxes, depreciation and amortization (“EBITDA”), or earnings per share; operating income; pre- or after-tax income; cash flow ; net earnings; return on equity (“ROE”); return on capital (including return on total capital or return on invested capital); return on assets or net assets; economic value added (“EVA”) (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; and improvement in or attainment of working capital levels of the Company or any Subsidiary, division, business unit or product line of the Company for or within which the Participant is primarily employed. Such performance goals also may be based solely by reference to the Company’s performance or the performance of an Subsidiary, division, business unit or product line of the Company, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. The Committee may also exclude the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (c) the cumulative effects of tax or accounting changes in accounting standards required by generally accepted accounting principles. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, and the regulations thereunder.

10.3. Adjustments. Notwithstanding any provision of the Plan (other than Article 11), with respect to any Restricted Stock, Performance Award or Other Stock Unit Award that is subject to this Section 10, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals, except in the case of the death or disability of the Participant or as otherwise determined by the Committee in special circumstances.

10.4. Restrictions. The Committee shall have the power to impose such other restrictions on Awards subject to this Article as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code.

10.5. Limitations on Grants to Individual Participant. Subject to adjustment as provided in Section 12.2, no Participant may be granted (i) Options or Stock Appreciation Rights during any calendar year with respect to more than 750,000 Shares or (ii) Restricted Stock, Performance Awards and/or Other Stock Unit Awards that are denominated in Shares in any calendar year with respect to more than 750,000 Shares (the “Limitations”). In addition to the foregoing, the maximum dollar value payable to any Participant in any calendar year with respect to Performance Awards is $5,000,000. If an Award is cancelled, the cancelled Award shall continue to be counted toward the applicable Limitations.

11.1. Impact of Change of Control. The terms of any Award may provide in the Award Agreement evidencing the Award that, upon a “Change of Control” of the Company (as that term may be defined therein), (a) Options and Stock Appreciation Rights outstanding as of the date of the Change of Control immediately vest and become fully exercisable, (b) that Options and Stock Appreciation Rights outstanding as of the date of the Change of Control may be cancelled and terminated without payment therefore if the Fair Market Value of one Share as of the date of the Change of Control is less than the per Share Option exercise price or Stock Appreciation Right grant price, (c) restrictions and deferral limitations on Restricted Stock lapse and the Restricted Stock become free of all restrictions and limitations and become fully vested, (d) all Performance Awards shall be considered to be earned and payable (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change of Control), and any deferral or other restriction shall lapse and such Performance Awards shall be immediately settled or distributed, (e) the restrictions and deferral limitations and other conditions applicable to any Other Stock Unit Awards or any other Awards shall lapse, and such Other Stock Unit Awards or such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant, and (f) such other additional benefits as the Committee deems appropriate shall apply, subject in each case to any terms and conditions contained in the Award Agreement evidencing such Award. For purposes of the Plan, a “Change of Control” shall mean an event described in an Award Agreement evidencing the Award or such other event as determined in the sole discretion of the Board. Notwithstanding any other provision of the Plan, the Committee, in its discretion, may determine that, upon the occurrence of a Change of Control of the Company, each Option and Stock Appreciation Right outstanding shall terminate within a specified number of days after notice to the Participant, and/or that each Participant shall receive, with respect to each Share subject to such Option or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value of such Share immediately prior to the occurrence of such Change of Control over the exercise price per share of such Option and/or Stock Appreciation Right; such amount to be payable in cash, in one or more kinds of stock or property (including the stock or property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine.

11.2. Assumption Upon Change of Control. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes for an Option, Stock Appreciation Right, Share of Restricted Stock or Other Stock Unit Award, then each outstanding Option, Stock Appreciation Right, Share of Restricted Stock or Other Stock Unit Award shall not be accelerated as described in Sections 11.1(a), (c) and (e). For the purposes of this Section 11.2, an Option, Stock Appreciation Right, Share of Restricted Stock or Other Stock Unit Award shall be considered assumed or substituted for if following the Change of Control the award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award or Other Stock Unit Award immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change of Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award or Other Stock Unit Award, for each Share subject thereto, will be solely common stock of the successor company substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. Notwithstanding the foregoing, on such terms and conditions as may be set forth in an Award Agreement, in the event of a termination of a Participant’s employment in such successor company within a specified time period following such Change in Control, each Award held by such Participant at the time of the Change in Control shall be accelerated as described in Sections 11.1(a), (c) and (e).

12.1. Amendment and Termination of the Plan. The Board may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the New York Stock Exchange provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act; and further provided that the Board may not, without the approval of the Company’s stockholders, amend the Plan to (a) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 12.2), (b) expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan, (d) amend any provision of Section 5.3, (e) increase the maximum permissible term of any Option specified by Section 5.4, or (f) amend any provision of Section 10.4. In addition, no amendments to, or termination of, the Plan shall in any way impair the rights of a Participant under any Award previously granted without such Participant’s consent.

12.2. Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee, in its sole discretion, deems equitable or appropriate, including such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan and, in the aggregate or to any one Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate in its sole discretion; provided, however, that the number of Shares subject to any Award shall always be a whole number.

12.3. Transferability of Awards. Except as provided below, and except as otherwise authorized by the Committee in an Award Agreement, no Award and no Shares subject to Awards described in Article 8 that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order, and such Award may be exercised during the life of the Participant only by the Participant or the Participant’s guardian or legal representative. Notwithstanding the foregoing, a Participant may assign or transfer an Award (i) for charitable donations, (ii) to the Participant’s spouse, children or grandchildren (including any adopted and step children and grandchildren , (iii) a trust for the benefit of one or more of the Participant or the persons referred to in clause (ii), or (iv) any other person with the consent of the Committee (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Section.

12.4. Termination of Employment. The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to be exercisable, and the terms of such exercise, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The date of termination of a Participant’s employment or services will be determined by the Committee, which determination will be final.

12.5. Deferral; Dividend Equivalents. The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred. Subject to the provisions of the Plan and any Award Agreement, the recipient of an Award (including any deferred Award) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, cash, stock or other property dividends, or cash payments in amounts equivalent to cash, stock or other property dividends on Shares (“Dividend

13.1. Tax Withholding. The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) (any such person, a “Payee”) net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Stock Appreciation Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise payable to such Payee such withholding taxes as may be required by law, or to otherwise require the Payee to pay such withholding taxes. If the Payee shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Payee or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value) that have been owned for a period of at least six months (or such other period to avoid accounting charges against the Company’s earnings), or by directing the Company to retain Shares (up to the Participant’s minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) otherwise deliverable in connection with the Award.

13.2. Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee or Director the right to continue in the employment or service of the Company or any Subsidiary or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee or Director at any time for any reason. Except as specifically provided by the Committee, the Company shall not be liable for the loss of existing or potential profit from an Award granted in the event of termination of an employment or other relationship. No Employee or Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees or Participants under the Plan.

13.3. Prospective Recipient. The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument evidencing the Award and delivered a copy thereof to the Company, and otherwise complied with the then applicable terms and conditions.

13.4. Cancellation of Award. Notwithstanding anything to the contrary contained herein, all outstanding Awards granted to any Participant shall be canceled if the Participant, without the consent of the Company, while employed by the Company or any Subsidiary or after termination of such employment or service, establishes a relationship with a competitor of the Company or any Subsidiary or engages in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary, as determined by the Committee in its sole discretion.

13.5. Stop Transfer Orders. All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

13.6. Nature of Payments. All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Subsidiary, division or business unit of the Company. Any income or gain realized pursuant to Awards under the Plan and any Stock Appreciation Rights constitute a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Subsidiary except as may be determined by the Committee or by the Board or board of directors of the applicable Subsidiary.

13.7. Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

13.8. Severability. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.

13.9. Construction. As used in the Plan, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

13.10. Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

13.11. Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly.

13.12. Effective Date of Plan; Termination of Plan. The Plan shall be effective on the date of the approval of the Plan by the holders of the shares entitled to vote at a duly constituted meeting of the stockholders of the Company. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect. Awards may be granted under the Plan at any time and from time to time on or prior to the tenth anniversary of the effective date of the Plan, on which date the Plan will expire except as to Awards then outstanding under the Plan. Such outstanding Awards shall remain in effect until they have been exercised or terminated, or have expired.

13.13. Foreign Employees. Awards may be granted to Participants who are foreign nationals or employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees employed in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose

13.14. Compliance with Section 409A of the Code. This Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid, settled or deferred a manner that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code.

13.15. Captions. The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.

(COOPER CAMERON LOGO)

COOPER CAMERON CORPORATION

Annual Meeting of Stockholders
10:00 a.m.
May 5, 2005

Cooper Cameron Corporation
1333 West Loop South, Suite 1700
Houston, Texas

Agenda

    • Call to order

    • Introduction of Directors and Officers

    • Election of Directors

    • Ratification of the Appointment of Independent Registered Public Accountants for 2005

    • Vote on Amended and Restated Management Incentive Compensation Plan

    • Vote on 2005 Equity Incentive Plan

    • General Question and Answer Period

This is your proxy. Your vote is important. It is important that your shares are represented at this meeting, whether or not you attend the meeting in person. To make sure your shares are represented, we urge you to complete and mail the proxy card below.

P
R
O
X
Y


		DETACH HERE		ZCOP12

COOPER CAMERON CORPORATION

Proxy for Annual Meeting of Stockholders
May 5, 2005
Solicited on Behalf of the Board of Directors

The undersigned stockholder(s) of Cooper Cameron Corporation (“Cooper Cameron”) appoints each of Sheldon R. Erikson and William C. Lemmer proxy, with full power of substitution, to vote all shares of stock which the stockholder(s) would be entitled to vote if present at the Annual Meeting of Stockholders of Cooper Cameron on Thursday, May 5, 2005 at 10:00 a.m. at the Cooper Cameron corporate headquarters, 1333 West Loop South, Suite 1700, Houston, Texas, and at any adjournments thereof, with all powers the stockholder(s) would possess if present. The stockholder(s) hereby revokes any proxies previously given with respect to such meeting.

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO SPECIFICATION IS MADE, IT WILL BE VOTED: “FOR” THE NOMINEES FOR DIRECTOR (PETER J. FLUOR, DAVID ROSS III AND BRUCE W. WILKINSON); “FOR” THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2005; “FOR” THE APPROVAL OF THE AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PLAN; “FOR” THE APPROVAL OF THE 2005 EQUITY INCENTIVE PLAN; AND IN THE DISCRETION OF THE PROXY ON OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

This card also constitutes voting instructions for any shares held for the stockholder in the Cooper Cameron Retirement Savings Plan and Cooper Cameron sponsored Individual Account Retirement Plans, as described in the Notice of Meeting and Proxy Statement.


Comments:		(Please sign and date on the reverse side)





(If you have written in the above space, please mark the “comments” box on the reverse side of this card.)

(COOPER CAMERON LOGO)

C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

You may use the Internet or telephone to vote your shares electronically, 24 hours a day, 7 days a week.

Your vote is important. Please vote immediately.


Vote-by-Internet Log on to the Internet and go to http://www.eproxyvote.com/cam


Vote-by-Telephone Call toll-free 1-877-PRX-VOTE (1-877-779-8683)

If you vote over the Internet or by telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL


x		Please mark votes as in this example.

The Board of Directors recommends a vote FOR all nominees, FOR proposal 2, 3 and 4.

1. Election of Directors

FOR

AGAINST

ABSTAIN

Nominees: (01) Peter J. Fluor, (02) David Ross III, (03) Bruce W. Wilkinson

Ratification of the Appointment of Independent Registered Public Accountants for 2005.

FOR
ALL
NOMINEES

WITHHELD
FROM ALL
NOMINEES

Vote on Management Incentive Compensation Plan.

For all nominees except as written above

Vote on 2005 Equity Incentive Plan.

Comments (see resverse)

I plan to attend the meeting.

Please sign exactly as name appears hereon. Joint owners should each sign. If signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

Signature:

Date:

Signature:

Date:


		OMB APPROVAL

		OMB Number:		3235-0059
		Expires:		February 28, 2006
		Estimated average burden hours per response		12.75


Time		10:00 a.m. on May 5, 2005

Place		1333 West Loop South, Suite 1700, Houston, Texas

Items of Business		1. Elect three members to Class I of the Board of Directors.
		2. Ratify the appointment of independent registered public accountants for 2005.
		3. Approve the Company’s Amended and Restated Management Incentive Compensation Plan.
		4. Approve the Company’s 2005 Equity Incentive Plan.
		5. Vote on such other matters as may properly come before the Meeting or any adjournment thereof.

Record Date		March 11, 2005

Annual Report		The Annual Report for the year ended December 31, 2004, which is not a part of the proxy solicitation material, has been mailed along with this Notice and accompanying Proxy Statement.

Proxy Voting		Stockholders of record may appoint proxies and vote their shares in one of three ways:
		• using the Internet pursuant to the instructions on the proxy card,
		• calling the toll-free number on the enclosed proxy card, or
		• signing, dating and mailing the enclosed proxy card in the envelope provided.

		Stockholders whose shares are held by a bank, broker or other agent may appoint proxies and vote as provided by that bank, broker or other agent. Any proxy may be revoked in the manner described in the accompanying Proxy Statement at any time prior to its exercise at the meeting.



		Year Ended December 31,

		2004		2003


Audit Fees
	Audit of financial statements		1,544,700		1,108,400
	Audit of internal controls over financial reporting		1,844,300		—

			3,389,000		1,108,400

Audit-Related Fees:
	Due Diligence services		471,200		—
	Benefit plan audits		80,000		92,000
	Accounting consultations		72,000		34,600
	Other		34,200		18,500

			657,400		145,100

Tax Fees:
	Tax compliance, consulting and advisory services		364,100		409,200

All Other Fees:
	Other permitted advisory services		63,200		52,700

Total		$	4,473,700	$	1,715,400


COMPENSATION	AMOUNT/NUMBER


Initial Option Grant		6,000 shares
Annual Board Retainer		$45,000
Annual Option Grant		6,000 shares
Annual Committee Chair Retainer		$10,000
Board/ Committee Meeting Fee		$2,500
Telephonic Meeting Fee		$1,000


				Number of Shares
	Number of			That May Be
	Shares of			Acquired By Options		Percent
	Common			Exercisable Within		of
Directors	Stock Owned			60 Days(1)		Class


Nathan M. Avery		2,296	(2)		28,290		*
C. Baker Cunningham		13,546			32,580		*
Peter J. Fluor(3)		0			6,000		*
Sheldon R. Erikson		661,282	(4)		1,199,939		3.5
Lamar Norsworthy		3,500			28,290		*
Michael E. Patrick		2,000			32,580		*
David Ross III		15,796			32,580		*
Bruce W. Wilkinson		2,000			18,000		*
Executive Officers Named in the Summary Compensation Table Other Than Those Listed Above:
Franklin Myers		62,281	(4)		317,972		*
Jack B. Moore		8,277	(4)		163,133		*
Robert J. Rajeski		17,899	(4)		20,633		*
William C. Lemmer		11,876	(4)		191,323		*
All directors and executive officers as a group (17 persons including those named above)		861,204			2,475,996		6.2


	1) Title of each class of securities to which transaction applies:


	2) Aggregate number of securities to which transaction applies:


		Sheldon R. Erikson Chairman of the Board, President and Chief Executive Officer


		COOPER CAMERON CORPORATION 1333 West Loop South, Suite 1700 Houston, Texas 77027


CONTENTS			PAGE
General Information For Stockholders				1

Proposals				3
	Election of Directors — Proposal Number 1 on the Proxy Card			3
	Ratification of the Appointment of Independent Registered Public Accountants for 2005 — Proposal Number 2 on the Proxy Card			3
	Approval of the Amended and Restated Management Incentive Compensation Plan — Proposal Number 3 on the Proxy Card			4
	Approval of the 2005 Equity Incentive Plan — Proposal Number 4 on the Proxy Card			5

Information Concerning the Board of Directors				8
	Governance			8
	Director Independence			8
	Board Responsibilities and Structure			9
	Board Committees and Charters			9
	Meeting Attendance			10
	Stockholder Communications with the Board			10
	Nominations			10
	Report of the Audit Committee			11
	Principal Accounting Firm Fees			13
	Pre-approval Policies and Procedures			13
	Directors’ Compensation			14
	The Nominees and Continuing Directors			14

Stock Ownership Guidelines				16

Security Ownership of Management				17

Executive Compensation				18
	Report of the Compensation and Governance Committee			18
	Stockholder Return Performance Graphs			22
	Executive Compensation Tables			24
		Summary Compensation Table		24
		Option/ SAR Grants in 2004 Table		25
		Aggregated Option/ SAR Exercises in 2004 and 12/31/2004 Option/ SAR Values Table		26
		Pension Plan Table		26
	Employment, Termination and Change of Control Arrangements			27

Other Business				29

Other Information				29
	Security Ownership of Certain Beneficial Owners			29
	Section 16(a) Beneficial Ownership Reporting Compliance			29
	Stockholder Proposals and Nominations for the 2006 Annual Meeting			30

Solicitation of Proxies				31

Annual Report to Stockholders and Annual Report on Form 10-K				31

Management Incentive Compensation Plan				A-1

2005 Equity Incentive Plan				B-1


		COMPENSATION
AUDIT		AND GOVERNANCE

Michael E. Patrick, Chair		David Ross III, Chair
Lamar Norsworthy		Nathan M. Avery
Bruce W. Wilkinson		C. Baker Cunningham


*	Indicates ownership of less than one percent of Common Stock outstanding.


	Purpose of the Committee With Respect To Executive Compensation


	The Committee’s Review of all Components of Executive Compensation


	Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,
	1999		2000		2001		2002		2003		2004

Cooper Cameron		100		134.99		82.47		101.80		95.22		110.00
S&P 500		100		90.97		80.19		62.57		80.32		88.94
Peer Group		100		138.07		94.97		87.86		107.47		142.53


	1) Amount Previously Paid:


	2) Form, Schedule or Registration Statement No.:


	3) Filing Party:


	4) Date Filed:


	July 5,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,		Dec. 31,
	1995		1995		1996		1997		1998		1999		2000		2001		2002		2003		2004

Cooper Cameron		100.00		176.40		380.12		606.21		243.48		486.34		656.52		401.09		495.11		463.11		534.76
S&P 500		100.00		113.90		139.73		185.99		238.69		288.54		262.48		231.38		180.55		231.75		256.64
Peer Group		100.00		121.85		176.54		280.38		154.37		218.91		303.17		208.71		186.00		233.73		304.45



				Annual Compensation								Long-Term Compensation Awards(1)


									Other Annual			Securities

				Salary			Bonus		Compensation			Underlying		All Other
Name and Principal Position		Year		$			$		$			Options/SARs #		Compensation $(2)


Sheldon R. Erikson			2004		800,000			1,600,000		358,338	(4)		218,430		57,389
	Chairman, President and		2003		720,000			0		157,011	(5)		343,865		68,935
	Chief Executive Officer		2002		0	(3)		573,930		136,135	(5)		196,000		39,789
Franklin Myers			2004		340,000			340,000		408,329	(6)		38,235		33,276
	Senior Vice President		2003		313,000			0		90,872	(7)		118,714		22,676
	of Finance and Chief		2002		0	(3)		118,107		75,246	(7)		96,551		2,853
	Financial Officer
Jack B. Moore(8)			2004		275,000			275,000		*	(9)		35,000		13,624
	Vice President		2003		260,000			0		*	(9)		60,000		16,862
	President, Cameron		2002		229,000			88,649		*	(9)		75,000		17,194
	Division
Robert J. Rajeski			2004		265,000			257,739		*	(9)		20,000		16,055
	Vice President		2003		255,000			53,289		*	(9)		40,000		15,301
	President, Cooper		2002		243,000			48,600		*	(9)		52,000		15,765
	Compression Division
William C. Lemmer			2004		286,000			228,800		*	(9)		34,085		15,392
	Vice President, General		2003		275,000			0		*	(9)		54,371		17,956
	Counsel and Secretary		2002		257,000			84,286		*	(9)		52,000		18,995



	Individual Grants

	Number of
	Securities			Percent of			Exercise
	Underlying			Total			or Base
	Options/SARs			Options			Price
	Granted			Granted to			Per				Grant Date
	(number of			Employees			Share		Expiration		Present
Name	shares)(1)			in 2004			($)(2)		Date		Value ($)(3)


Sheldon R. Erikson		50,147	(4)		7.85	(5)		47.50		11/15/11		614,000
		46,288	(4)		7.25	(5)		49.89		11/15/11		595,268
		121,905	(4)		19.11	(5)		52.46		11/11/09		1,649,677
Franklin Myers		3,373	(4)		0.53			56.20		11/15/11		48,863
		34,862	(4)		5.46			56.20		11/11/09		505,032
Jack B. Moore		35,000			5.48			50.31		11/22/11		453,891
Robert J. Rajeski		20,000			3.13			50.31		11/22/11		259,366
William C. Lemmer		30,000			4.70			50.31		11/22/11		389,049
		4,085	(4)		0.64			48.95		7/12/09		51,544



					Number of Securities				Value of Unexercised
					Underlying Unexercised				In-the-Money
					Options/SARs at				Options/SARs
	Shares				12/31/04 (#)				at 12/31/04 ($)(1)
	Acquired on		Value
Name	Exercise (#)		Realized($)		Exercisable		Unexercisable		Exercisable		Unexercisable


Sheldon R. Erikson		270,833		3,412,689		1,199,939		126,666		4,017,378		1,378,126
Franklin Myers		47,379		687,145		323,278		50,000		1,581,581		544,000
Jack B. Moore		43,667		821,131		163,133		75,000		1,298,820		557,700
Robert J. Rajeski		—		—		173,934		46,666		2,031,260		360,126
William C. Lemmer		5,446		66,605		198,777		63,333		1,934,681		467,663


	Year		Annual
	Individual		Estimated
	Reaches		Benefit at
Name	Age 65		Age 65($)


Sheldon R. Erikson		2006		87,454
Franklin Myers		2017		96,491
Jack B. Moore		2018		68,891
Robert J. Rajeski		2010		28,026
William C. Lemmer		2009		26,235

		• Call to order

		• Introduction of Directors and Officers

		• Election of Directors

		• Ratification of the Appointment of Independent Registered Public Accountants for 2005

		• Vote on Amended and Restated Management Incentive Compensation Plan

		• Vote on 2005 Equity Incentive Plan

		• General Question and Answer Period