S-8

As filed with the Securities and Exchange Commission on June 18, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COOPER CAMERON CORPORATION

(Exact name of registrant as specified in its charter)

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

COOPER CAMERON CORPORATION COMPENSATION DEFERRAL PLAN

COOPER CAMERON CORPORATION SUPPLEMENTAL EXCESS DEFINED

CONTRIBUTION PLAN

2003 COOPER CAMERON CORPORATION SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN

(Full title of the Plans)

William C. Lemmer

Vice President, General Counsel and Secretary

Cooper Cameron Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

(Name and address of agent for service)

(713) 513-3300

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered (1)	Amount to be Registered(2)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Deferred Compensation Obligations
Common Stock, par value $.01 per share
Total	$	8,000,000	100	%	$	8,000,000	$	647.20

(1) The Deferred Compensation Obligations and the Supplemental Excess Defined Contribution Obligations are unsecured obligations of Cooper Cameron Corporation to pay deferred compensation in the future in accordance with the terms of the Cooper Cameron Corporation Compensation Deferral Plan, as amended, the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, as amended, and the 2003 Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan for a select group of eligible employees.

(2) The amount to be registered is estimated solely for purposes of calculating the registration fee and includes such indeterminate number of shares of the Registrant’s Common Stock as may be issued at indeterminate prices from time to time as one of the various investment options for participants in the Plans.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed with the Securities and Exchange Commission (the “SEC”) by Cooper Cameron Corporation (the “Registrant” or the “Company”), are incorporated herein by reference and made a part hereof:

(a) Annual Report on Form 10-K for the year ended December 31, 2002.

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.

(c) The description of the Registrant’s capital stock contained in the Registration Statement on Form S-3 (File No. 333-96565), and any document filed which updates that description.

All reports subsequently filed by the Company and the Plan pursuant to Sections 13, 14 and 15 (d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

The Deferred Compensation Obligations and the Supplemental Excess Defined Contribution Obligations registered hereunder (the “Obligations”) are unsecured obligations of the Registrant and its subsidiaries to pay deferred compensation in the future in accordance with the terms of the Cooper Cameron Corporation Compensation Deferral Plan, as amended, the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan, as amended, and the 2003 Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan (the “Plans”) and the Trust Agreement, dated July 1, 1999, between Cooper Cameron Corporation and Wachovia Bank N.A. (the “Trust Agreement”), which are filed as Exhibits 4.6 through 4.18 to this Registration Statement. Such Exhibits set forth a description of the Obligations and are incorporated herein by reference in their entirety in response to this Item 4, pursuant to Rule 411(b)(3) under the Securities Act of 1933.

No participant under the Plans shall have any preferred claim to, or any beneficial ownership interest in, any assets which are subject to the Trust established by the Trust Agreement (the “Trust”). All

such assets are subject to the claims of the creditors of the participant’s employer until they are paid out of the Trust to the participant in accordance with the terms of the Plans. The Plans provides that payment of all Obligations of the Registrant’s subsidiaries under the Plans is guaranteed by the Registrant, and that any such payment by the Registrant shall be made directly and not through the Trust.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The consolidated financial statements of Cooper Cameron incorporated by reference in Cooper Cameron’s Annual Report (Form 10-K) for the year ended December 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The opinion as to the legality of the securities registered hereunder is being given by William C. Lemmer, Vice President, General Counsel and Secretary of the Company. Mr. Lemmer is eligible to participate in the Cooper Cameron Corporation Long-Term Incentive Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Statutory Indemnification. Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action.

In a suit brought to obtain a judgment in the corporation’s favor, whether by the corporation itself or derivatively by a stockholder, the corporation may only indemnify for expenses, including attorney’s fees, actually and reasonably incurred in connection with the defense or settlement of the case, and the corporation may not indemnify for amounts paid in satisfaction of a judgment or in settlement of the claim. In any such action, no indemnification may be paid in respect of any claim, issue or matter as to which such persons shall have been adjudged liable to the corporation except as otherwise approved by the Delaware Court of Chancery or the court in which the claim was brought. In any other type of proceeding, the indemnification may extend to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceedings, as well as to expenses (including attorneys’ fees).

The statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of criminal actions or proceedings, the person had no reasonable cause to believe his conduct was unlawful. There are additional limitations applicable to criminal actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made (i) by a majority vote of a quorum of disinterested members of the board of directors; or (ii) by independent legal counsel in a written opinion, if such a quorum does not exist or if the disinterested directors so direct; or (iii) by the stockholders.

The amended certificate of incorporation and bylaws of the registrant require the registrant to indemnify the registrant’s directors and officers to the fullest extent permitted under Delaware law, and to implement provisions pursuant to contractual indemnity agreements the registrant has entered into with its directors and executive officers. The amended certificate of incorporation limits the personal liability of a director to the registrant or its stockholders to damages for breach of the director’s fiduciary duty. The registrant has purchased insurance on behalf of its directors and officers against certain liabilities that may

be asserted by such persons in their capacities as directors or officers of the registrant, or that may arise out of their status as directors or officers of the registrant, including liabilities under the federal and state securities laws.

The corporation’s certificate of incorporation limits the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of the directors’ fiduciary duty.

Contractual Indemnification. The corporation has entered into indemnification agreements with each of its directors, executive officers and certain other designated officers under which the corporation has agreed to indemnify and advance expenses to each indemnitee as provided in the indemnification agreements to the fullest extent permitted by applicable law.

In general, each indemnitee is entitled to the rights of indemnification if by reason of the indemnitee’s corporate status he is or is threatened to be made a party to or a participant in any threatened, pending or completed proceeding. Subject to certain conditions, the corporation must indemnify the indemnitee against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal proceeding, if he had no reasonable cause to believe his conduct was unlawful.

In the case of a proceeding by or the right of the corporation no indemnification against expenses will be made in respect of any claim as to which the indemnitee shall have been adjudged to be liable to the corporation or if applicable law prohibits the indemnification. Nonetheless, if applicable law permits indemnification against expenses, indemnification will be made if and to the extent that the court in which the relative proceeding is pending shall so determine.

If an indemnitee is not wholly successful in defense of a proceeding, but is successful on the merits or otherwise as to one or more but not less than all claims, the corporation will indemnify the indemnitee against all expenses actually and reasonably incurred by him or on his behalf in connection with each such claim as to which the indemnitee was successful on the merits or otherwise. An indemnitee will be successful on the merits or otherwise if, among other things, (i) the claim was terminated by withdrawal or dismissal with or without prejudice; (ii) a claim was terminated without any express finding of liability or guilt against the indemnitee with or without prejudice; or (iii) 120 days expires after the making of a claim or threat without the institution of the claim or threat, or settlement of a claim as to which the indemnitee pays less than $200,000.

In no event is an indemnitee entitled to indemnification with respect to a claim to the extent applicable law prohibits the indemnification, or an admission is made by the indemnitee in writing to the corporation, or final nonappealable determination is made in a proceeding that the standard for conduct for indemnification under the indemnification agreement has not been met.

Indemnitees also are entitled to indemnification if they are required to appear as a witness in any proceeding.

The corporation must advance all reasonable expenses incurred by or on behalf of an indemnitee in connection with a proceeding within ten days after the receipt by the corporation of a statement from the indemnitee requesting the advance, whether before or after the final disposition of the proceeding. The indemnitee must repay amounts advanced only if and to the extent it is ultimately determined by a final nonappealable adjudication or arbitration decision that the indemnitee is not entitled to be indemnified against the expenses.

The indemnification agreement also contains detailed procedures for determination of entitlement to indemnification and remedies for an indemnitee if it is determined that an indemnitee is not entitled to indemnification.

If indemnification provided for in the indemnification agreement is held by a court to be unavailable to an indemnitee for any reason other than the indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, or with respect to a criminal proceeding, that the indemnitee had no reasonable cause to believe his conduct was unlawful, the corporation is required to contribute to the amount of expenses, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by the indemnitee, in such proportion as is appropriate to reflect the relative benefits received by the indemnitee and the relative fault of the indemnitee versus the other defendants or participants in connection with the action or inaction that resulted in the expenses, judgments, penalties, fines and amounts paid in settlement, as well as any other relevant equity considerations.

ITEM 8. EXHIBITS.

4.1	Second Amended and Restated Bylaws of Cooper Cameron Corporation, filed as Exhibit 3.3 to the Annual Report on Form 10-K for 2002 of Cooper Cameron Corporation filed with the Securities and Exchange Commission on March 26, 2003, and incorporated herein by reference.
4.2	Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
4.3	Certificate of Amendment to the Restated Certificate of Incorporation of Cooper Cameron Corporation, dated May 19, 1998, filed as Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 333-53545), and incorporated herein by reference.
4.4	Form of Rights Agreement, dated as of May 1, 1995, between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 of the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
4.5	First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference.
*4.6	Cooper Cameron Corporation Compensation Deferral Plan.
*4.7	First Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.8	Second Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.9	Third Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.10	Fourth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.11	Fifth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.12	Sixth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.13	Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.

*4.14	First Amendment to the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.
*4.15	Second Amendment to the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.
*4.16	Third Amendment to the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.
*4.17	2003 Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.
*4.18	Cooper Cameron Corporation Deferred Compensation Trust Agreement, dated July 1, 1999, between Cooper Cameron Corporation and Wachovia Bank, N.A.
*5.1	Opinion and Consent of William C. Lemmer, Vice President, General Counsel and Secretary of the Company.
*23.1	Consent of William C. Lemmer (contained in his opinion filed as Exhibit 5.1 hereto.)
*23.2	Consent of Independent Auditors.
*24.1	Powers of Attorney (included on the signature page of this registration statement).

*Filed herewith

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in

periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) That, for the purpose of determining any liability under the Securities Act of 1933:

(i) The information omitted from the form of prospectus filed as a part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and

(ii) Each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

POWER OF ATTORNEY

Each of the undersigned hereby appoints Sheldon R. Erikson and William C. Lemmer and each of them (with full power to act alone), as attorney and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments and exhibits to this Registration Statement and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 18^th day of June, 2003.

COOPER CAMERON CORPORATION (Registrant)
By:	/s/    FRANKLIN MYERS
	Franklin Myers Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 18, 2003:

Signature	Title
/s/    SHELDON R. ERIKSON	Director, Chairman, President &
Sheldon R. Erikson	Chief Executive Officer (principal executive officer)
/s/    FRANKLIN MYERS	Senior Vice President & Chief
Franklin Myers	Financial Officer (principal financial officer)
/s/    CHARLES M. SLEDGE	Vice President & Controller
Charles M. Sledge	(principal accounting officer)
Nathan M. Avery *	Director
C. Baker Cunningham*	Director
Lamar Norsworthy*	Director
Michael E. Patrick*	Director
David Ross*	Director
Bruce W. Wilkinson*	Director

The Plan. Pursuant to the requirements of the Securities Act of 1933, the plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston and State of Texas on the 18^th day of June, 2003.

COOPER CAMERON CORPORATION

COMPENSATION DEFERRAL PLAN

COOPER CAMERON CORPORATION SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN
2003 COOPER CAMERON CORPORATION SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN
ADMINISTRATIVE COMMITTEE
By:	/s/    FRANKLIN MYERS
	Franklin Myers, Chairman

*By:	/s/    WILLIAM C. LEMMER
	William C. Lemmer Attorney-in-fact

EXHIBIT INDEX

Exhibit Number	Description	Sequential Page No.
4.1	Second Amended and Restated Bylaws of Cooper Cameron Corporation, filed as Exhibit 3.3 to the Annual Report on Form 10-K for 2002 of Cooper Cameron Corporation filed with the Securities and Exchange Commission on March 26, 2003, and incorporated herein by reference.
4.2	Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
4.3	Certificate of Amendment to the Restated Certificate of Incorporation of Cooper Cameron Corporation, dated May 19, 1998, filed as Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron Corporation, (Commission File No. 333-53545), and incorporated herein by reference.
4.4	Form of Rights Agreement, dated as of May 1, 1995, between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 of the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
4.5	First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference.
*4.6	Cooper Cameron Corporation Compensation Deferral Plan.
*4.7	First Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.8	Second Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.9	Third Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.10	Fourth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.11	Fifth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.12	Sixth Amendment to the Cooper Cameron Corporation Compensation Deferral Plan.
*4.13	Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.
*4.14	First Amendment to the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.

*4.15	Second Amendment to the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.
*4.16	Third Amendment to the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.
*4.17	2003 Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.
*4.18	Cooper Cameron Corporation Deferred Compensation Trust Agreement, dated July 1, 1999, between Cooper Cameron Corporation and Wachovia Bank, N.A.
*5.1	Opinion and Consent of William C. Lemmer, Vice President, General Counsel and Secretary of the Company.
*23.1	Consent of William C. Lemmer (contained in his opinion filed as Exhibit 5.1 hereto.)
*23.2	Consent of Independent Auditors.
*24.1	Powers of Attorney (included on the signature page of this registration statement).

* Filed herewith

EX-4.6

                                                                     Exhibit 4.6

                           COOPER CAMERON CORPORATION

                           COMPENSATION DEFERRAL PLAN



                           COOPER CAMERON CORPORATION
                           COMPENSATION DEFERRAL PLAN



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I -  Definitions...................................................   1
     1.1  Definitions......................................................   1
          (a)  Affiliate...................................................   1
          (b)  Base Salary.................................................   1
          (c)  Beneficiary.................................................   1
          (d)  Board.......................................................   1
          (e)  Change of Control...........................................   1
          (f)  Code........................................................   1
          (g)  Committee...................................................   1
          (h)  Company.....................................................   1
          (i)  Company Deferral............................................   2
          (j)  Deferred Compensation.......................................   2
          (k)  Effective Date..............................................   2
          (l)  Employer....................................................   2
          (m)  Incentive Award.............................................   2
          (n)  Participant.................................................   2
          (o)  Plan........................................................   2
          (p)  Plan Account................................................   2
          (q)  Unforeseeable Financial Emergency...........................   2
     1.2  Construction.....................................................   2

ARTICLE II - Eligibility for Plan Participation............................   3
     2.1  Eligible Class...................................................   3
     2.2  Eligible Employees...............................................   3
     2.3  Participation....................................................   3
          (a)  Base Salary.................................................   3
          (b)  Incentive Award.............................................   3
          (c)  Company Deferral............................................   3
     2.4  Time of Making Elections.........................................   3
     2.5  Nature of Elections..............................................   3

ARTICLE III - Crediting of Deferred Compensation to Plan Accounts..........   4
     3.1  Establishment of Plan Accounts...................................   4
     3.2  Crediting of Interest Equivalents................................   4


                                       (i)



                                                                           
ARTICLE IV - Payment of Deferred Compensation Amounts......................   4
     4.1  Payment of Deferred Compensation.................................   4
     4.2  Unforeseeable Financial Emergency................................   5
     4.3  Change in Purpose................................................   5
     4.4  Change of Control................................................   5
     4.5  No Forfeiture of Deferred Compensation...........................   5
     4.6  Debiting of Plan Accounts........................................   5

ARTICLE V - Beneficiaries..................................................   5

ARTICLE VI - Administrative Provisions.....................................   6
     6.1  Powers and Responsibilities of the Board.........................   6
     6.2  Actions of the Board.............................................   6
     6.3  Expenses.........................................................   6

ARTICLE VII - Amendment and Termination....................................   6

ARTICLE VIII - Adoption by Subsidiaries....................................   7

ARTICLE IX - Miscellaneous.................................................   7
     9.1  Non-Alienation of Benefits.......................................   7
     9.2  Payment of Benefits to Others....................................   7
     9.3  Plan Non-Contractual.............................................   7
     9.4  Funding..........................................................   7
     9.5  Claims of Other Persons..........................................   7
     9.6  Severability.....................................................   8
     9.7  Governing Law....................................................   8



                                      (ii)



                           COOPER CAMERON CORPORATION
                           COMPENSATION DEFERRAL PLAN

     COOPER CAMERON CORPORATION (hereinafter referred to as the "Company")
hereby restates the COOPER CAMERON CORPORATION MANAGEMENT INCENTIVE COMPENSATION
DEFERRAL PLAN into the form herein and hereby renames such plan as the "COOPER
CAMERON CORPORATION COMPENSATION DEFERRAL PLAN" (hereinafter referred to as the
"Plan"), effective as of January1, 1996, to provide a method of attracting and
retaining key employees of the Employer (as defined herein) and to encourage
such key employees to remain with and devote their best efforts to the business
of the Employer, thereby advancing the interests of the Employer.

                                      (iii)



                                   ARTICLE I

                                   Definitions

     1.1 Definitions. Except as otherwise required by the context, the terms
used in the Plan shall have the meaning hereinafter set forth.

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

(b)  Base Salary. The term "Base Salary" shall mean the base salary from the
Employer earned by a Participant for services rendered or labor performed during
a calendar year, which, except to the extent of participation in this Plan,
would become payable as of the Employer's payroll dates during such calendar
year.

(c)  Beneficiary. The term "Beneficiary" shall mean the person who, in
accordance with the provisions of Article V of the Plan, shall be entitled to
receive payment of the Participant's Deferred Compensation in the event the
Participant dies before his interest under the Plan has been distributed to him
in full.

(d)  Board. The term "Board" shall mean the Board of Directors of the Company.

(e)  Change of Control. The term "Change of Control" with respect to the Company
shall have the same meaning as such term has in the Cooper Cameron Corporation
Long-Term Incentive Plan.

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

(g)  Committee. The term "Committee" shall mean (1) for the period preceding a
Change in Control, the Compensation Committee of the Board, (2) for the two-year
period following a Change in Control, the individuals who comprised the
Compensation Committee of the Board immediately prior to the Change in Control,
acting in their individual capacities, and (3) thereafter, the Committee
appointed by the Company.

(h)  Company. The term "Company" shall mean Cooper Cameron Corporation, its
corporate successors, and the surviving corporation resulting from any merger of
Cooper Cameron Corporation with any other corporation or corporations.

                                       -1-



(i)  Company Deferral. The term "Company Deferral" shall mean the deferred
compensation benefits authorized in the sole discretion of the Company, on
behalf of a Participant pursuant to Section 2.3(c) of the Plan.

(j)  Deferred Compensation. The term "Deferred Compensation" shall mean, with
respect to a Participant for a calendar year, the sum of (1) the amount of Base
Salary deferred by such Participant for such calendar year, (2) the amount of an
Incentive Award deferred by such Participant for such calendar year, (3) the
amount of any Company Deferral made on behalf of such Participant for such
calendar year, and (4) the amount of interest equivalents credited on behalf of
such Participant for such calendar year, all in accordance with the provisions
of Sections 2.3 and 3.2 of the Plan.

(k)  Effective Date. The term "Effective Date" shall mean January1, 1996, as to
this restatement of the Plan.

(l)  Employer. The term "Employer" shall mean the Company, as well as any
Affiliate that may adopt the Plan in accordance with the provisions of Article
VIII of the Plan.

(m)  Incentive Award. The term "Incentive Award" shall mean compensation or
bonus earned from the Employer by a Participant during, and awarded to the
Participant for, a calendar year under the Cooper Cameron Corporation Management
Incentive Plan, which, except to the extent of participation in this Plan, would
become payable in one lump sum in the calendar year next following such calendar
year.

(n)  Participant. The term "Participant" shall mean any employee of an Employer
who is eligible to participate in the Plan and who elects to participate in the
Plan pursuant to Article II of the Plan.

(o)  Plan. The term "Plan" shall mean the Cooper Cameron Corporation
Compensation Deferral Plan as set forth herein.

(p)  Plan Account. The term "Plan Account" shall mean the account established
and maintained on behalf of a Participant under the Plan pursuant to the
provisions of Article III.

(q)  Unforeseeable Financial Emergency. An unexpected need for cash that (1)
arises from an illness, casualty loss, sudden financial reversal, or such other
unforeseeable occurrence that is caused by an event beyond the control of such
individual, (2) would result in severe financial hardship to such individual,
and (3) is not reasonably satisfiable from other resources. Cash needs arising
from foreseeable events, such as the purchase of a house or education expenses
for children, shall not be considered to be the result of an Unforeseeable
Financial Emergency.

     1.2 Construction. Except as otherwise indicated by context, masculine
terminology used herein also includes the feminine and neuter, and terms used in
the singular may also include the plural.

                                       -2-



                                   ARTICLE II

                       Eligibility for Plan Participation

     2.1  Eligible Class. Key employees of the Employer (including those
employees who are eligible to receive Incentive Awards for a calendar year)
shall be within the class of employees eligible to participate in the Plan.

     2.2  Eligible Employees. Those employees within the eligible class
described in Section2.1 above who have been selected for eligibility by the
Board, from time to time, shall be eligible employees for purposes of the Plan.

     2.3  Participation. Participation in the Plan shall be as follows:

          (a) Base Salary. An eligible employee may elect to become a
Participant in the Plan with respect to the Base Salary to be earned by such
employee during a calendar year by filing with the Company an election to defer
the receipt of all or a portion of his Base Salary for that calendar year. The
election to participate in the Plan shall specify (1) the integral percentage
(from 1% to 100%) or (2) a certain dollar amount for the calendar year.

          (b) Incentive Award. An eligible employee may elect to become a
Participant in the Plan with respect to the Incentive Award to be earned by such
employee during a calendar year by filing with the Company an election to defer
the receipt of all or a portion of his Incentive Award for that calendar year.
The election to participate in the Plan shall specify (1) the integral
percentage (from 1% to 100%), (2) a certain dollar amount, or (3) the amount in
excess of a certain dollar amount for the calendar year.

          (c) Company Deferral. An eligible employee shall become a Participant
in the Plan with respect to any Company Deferrals authorized on behalf of such
employee for a calendar year. Any such Company Deferrals shall be in the sole
discretion of the Company and may apply to selected employees for selected
calendar years.

     2.4  Time of Making Elections. Any election which may be made by a
Participant under this Article II must be made not later than December31 of the
calendar year preceding the calendar year during which the Base Salary and/or
Incentive Award to which such election relates is earned. Notwithstanding the
foregoing, for any calendar year during which an employee first becomes eligible
to participate in the Plan, elections as to the Participant's Base Salary and/or
Incentive Award must be made within 30 days of such employee first becoming so
eligible and (i) with respect to such Base Salary, shall apply to the first
payroll period following such election and (ii) with respect to such Incentive
Award, shall apply to the entire Incentive Award for such calendar year;
provided, the amount of such Incentive Award is not reasonably ascertainable at
the time of such initial eligibility. All elections shall be made in the manner
and form prescribed by the Company.

     2.5  Nature of Elections. Any election which may be made by a Participant
under Article II with respect to the Participant's Base Salary and/or Incentive
Award for a calendar year

                                       -3-



shall be irrevocable once made. A Participant's election for any calendar year
shall not automatically carry over to subsequent calendar years.

                                   ARTICLE III

               Crediting of Deferred Compensation to Plan Accounts

     3.1 Establishment of Plan Accounts. The Company shall establish a Plan
Account for each Participant in the Plan, and the Company shall credit to the
Participant's Plan Account the Participant's Deferred Compensation for each
calendar year. Deferred Compensation pursuant to Section 2.3(a) shall be
credited as such Base Salary is deferred as of the end of each payroll period
within such calendar year. Deferred Compensation pursuant to Section 2.3(b)
shall be credited as of the date such Incentive Award would have been payable in
the calendar year following such calendar year. Deferred Compensation pursuant
to Section 2.3(c) shall be credited as of the date determined by the Company
during such calendar year.

     3.2 Crediting of Interest Equivalents. As of the last day of each calendar
year, Deferred Compensation credited to a Participant's Plan Account shall be
credited with interest equivalents, as additional Deferred Compensation, in an
amount equal to simple interest, at a rate of interest equal to the average of
the Chase Manhattan Bank Average Quarterly Prime Rates for such calendar year.
Such interest equivalents shall be credited (i) on the amount of Deferred
Compensation (including any interest equivalents previously credited pursuant to
this Section 3.2) credited as of the last day of the calendar year preceding
such calendar year, (ii) on 50% of the Deferred Compensation credited during
such calendar year pursuant to Section 2.3(a), and (iii) on the Deferred
Compensation credited during such calendar year pursuant to Sections 2.3(b) and
2.3(c) multiplied by a fraction, the numerator of which is the number of days
between the date(s) such Deferred Compensation was credited during such calendar
year and the end of such calendar year and the denominator of which is 365.

                                   ARTICLE IV

                    Payment of Deferred Compensation Amounts

     4.1 Payment of Deferred Compensation. Payment of the Deferred Compensation
of a Participant for all calendar years shall be made following such
Participant's termination of employment with the Employer, with the time and
manner of such payment to be determined in the sole discretion of the
Compensation Committee of the Board. The time of commencement of payment shall
be as of such termination, as of a specified age following such termination, or
as of a specified date following such termination. The manner of such payment
shall be a lump sum or installments for a five-, ten-, or fifteen-year period,
or a combination thereof. In making its determination as to time and manner of
payment, the Committee may consider the age, family status, health, financial
status, or such other factors as it deems relevant respecting the Participant.
The Participant may, but shall not be required to, express his preference to the
Committee as to the time and manner of payment of his Deferred Compensation, but
the Committee shall be under no obligation to follow such preference. All
Deferred Compensation shall be paid in cash. In the event the Participant is to
receive Deferred Compensation in installments, the amount of each such
installment shall be equal to a fraction of the amount of the Deferred
Compensation remaining to be

                                       -4-



paid with respect to such Deferred Compensation, the numerator of which is one
and the denominator of which is the number of installments of such Deferred
Compensation remaining to be paid. The installments of the Deferred Compensation
remaining to be paid shall continue to be credited with interest equivalents as
provided in Section 3.2.

     4.2 Unforeseeable Financial Emergency. Plan provisions to the contrary
notwithstanding, in the event of an Unforeseeable Financial Emergency of the
Participant or his Beneficiary, as determined in the sole discretion of the
Committee, payment of Deferred Compensation shall be accelerated by being made
in one lump sum as soon as practicable following the Committee's determination
of such Unforeseeable Financial Emergency. The amount of such Deferred
Compensation so accelerated shall be the amount the Committee determines as
necessary to meet the needs created by the Unforeseeable Financial Emergency.

     4.3 Change in Purpose. Plan provisions to the contrary notwithstanding, in
the event of a major tax law change or other reason, as determined in the sole
discretion of the Committee, which makes the continued deferral of payment of
Deferred Compensation undesirable, payment of all of the Participants' Deferred
Compensation shall be accelerated by being made in one lump sum as soon as
practicable following the Committee's determination to discontinue deferrals.

     4.4 Change of Control. Plan provisions to the contrary notwithstanding, if
there is a Change of Control, the Committee may, in its sole discretion, fix a
date, on or prior to the effective date of such Change of Control, as of which
all remaining Deferred Compensation then credited to Participants' Plan Accounts
may be paid in one lump sum or in installments, as determined in the sole
discretion of the Committee.

     4.5 No Forfeiture of Deferred Compensation. All Deferred Compensation
credited to a Participant's Plan Account shall, in all cases, be nonforfeitable.

     4.6 Debiting of Plan Accounts. Once an amount of Deferred Compensation has
been paid, such amount shall be debited from the Participant's Plan Account and
shall cease to exist.

                                    ARTICLE V

                                  Beneficiaries

     A Participant, by written instrument filed with the Company in such manner
and form as the Company may prescribe, may designate one or more beneficiaries
to receive payment of the Participant's Deferred Compensation in the event the
Participant dies before his interest under the Plan is distributed to him in
full. Any such beneficiary designation may be changed from time to time prior to
the death of the Participant. In the absence of a beneficiary designation on
file with the Company at the time of the Participant's death, the Deferred
Compensation remaining to be paid to the Participant shall be paid as it becomes
due under the Plan to the executors or administrator of the Participant's
estate.

                                   ARTICLE VI

                                       -5-



                            Administrative Provisions

     6.1 Powers and Responsibilities of the Board. The Board shall have full
power and authority to interpret, construe, and administer the Plan and its
interpretations and constructions hereof, and actions hereunder, including the
timing, form, amount, or recipient of any payment to be made hereunder, shall be
binding and conclusive on all persons for all purposes. In exercising such
powers, authorities, and responsibilities, the Board shall at all times exercise
good faith and refrain from arbitrary action. The Board may delegate any of its
powers, authorities, or responsibilities for the operation and administration of
the Plan to a person or committee other than itself and may employ such
attorneys, agents, or accountants as it may deem necessary or advisable to
assist it in carrying out its duties hereunder. The Board has, to the extent
provided herein, delegated certain of such powers and responsibilities to the
Committee.

     6.2 Actions of the Board. Any act authorized, permitted, or required to be
taken by the Board under the Plan, which has not been delegated in accordance
with the provisions of Section6.1, may be taken by a majority of the members of
the Board, either by vote at a meeting, or in writing without a meeting. All
notices, advice, directions, certifications, approvals, and instructions
required or authorized to be given by the Company under the Plan shall be in
writing and signed by either (i) a majority of the members of the Board, or by
such member or members as may be designated in writing, signed by all the
members thereof, as having authority to execute such documents on its behalf, or
(ii) a person or committee who becomes authorized to act for the Board in
accordance with the provisions of Section6.1. Any action which is taken by the
Board under the Plan shall be final, conclusive, and binding upon the Company,
all persons who have a claim or interest under the Plan, and all third parties
dealing with the Company or Board.

     6.3 Expenses. Any expenses properly incurred incident to the
administration, termination, or protection of the Plan, including the cost of
furnishing any bond or security, shall be paid by the Company.

                                   ARTICLE VII

                            Amendment and Termination

     The Company reserves the right to amend or terminate the Plan at any time
by action of the Board; provided, however, that (i) no such action shall
adversely affect the rights of any Participant with respect to Deferred
Compensation thereto credited to such Participant's Plan Account, unless an
equivalent benefit is provided under another plan or program sponsored by an
Employer, and (ii) no change may be made in the Committee's power and
responsibility to determine the time and manner of payment of Deferred
Compensation pursuant to Section 4.1 following a Change in Control.

                                  ARTICLE VIII

                            Adoption by Subsidiaries

                                       -6-



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

                                   ARTICLE IX

                                  Miscellaneous

     9.1 Non-Alienation of Benefits. No benefit under the Plan shall at any time
be subject in any manner to alienation or encumbrance. If any Participant or
Beneficiary shall attempt to, or shall alienate or in any way encumber his
benefits under the Plan, or any part thereof, or if by reason of his bankruptcy
or other event happening at any time, any such benefits would otherwise be
received by anyone else or would not be enjoyed by him, his interest in all such
benefits shall automatically terminate and the same shall be held or applied to
or for the benefit of such person, his spouse, children, or other dependents as
the Company may select

     9.2 Payment of Benefits to Others. If any Participant or Beneficiary to
whom a benefit is payable is unable to care for his affairs because of illness
or accident, any payment due (unless prior claim therefor shall have been made
by a duly qualified guardian or other legal representative) may be paid to the
spouse, parent, brother, or sister, or any other individual deemed by the
Company to be maintaining or responsible for the maintenance of such person. Any
payment made in accordance with the provisions of this Section 9.2 shall be a
complete discharge of any liability of the Plan with respect to the benefit so
paid.

     9.3 Plan Non-Contractual. Nothing herein contained shall be construed as a
commitment or agreement on the part of any person employed by an Employer to
continue his employment with an Employer, and nothing herein contained shall be
construed as a commitment on the part of an Employer to continue the employment
or the annual rate of compensation of any such person for any period, and all
Participants shall remain subject to discharge to the same extent as if the Plan
had never been established.

     9.4 Funding. In order to provide a source of payment for its obligations
under the Plan, the Company may establish a trust fund. Subject to the
provisions of the trust agreement governing such trust fund, the obligation of
an Employer under the Plan to provide a Participant or a Beneficiary with a
benefit constitutes the unsecured promise of such Employer to make payments as
provided herein, and no person shall have an interest in, or a lien or prior
claim upon, any property of the Employer.

     9.5 Claims of Other Persons. The provisions of the Plan shall in no event
be construed as giving any person, firm, or corporation any legal or equitable
right as against an Employer, its officers, employees, or directors, except any
such rights as are specifically provided for in the Plan or are hereafter
credited in accordance with the terms and provisions of the Plan.

                                       -7-



     9.6 Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted herefrom.

     9.7 Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Texas.

     EXECUTED at Houston, Texas this 3rd day of September, 1998.

                                             COOPER CAMERON CORPORATION


                                             By:  /s/ Franklin Myers
                                                 -------------------------------
                                                 Name:  Franklin Myers
                                                 Title: Sr. V.P.

                                       -8-

EX-4.7

                                                                     Exhibit 4.7

                             FIRST AMENDMENT TO THE
                           COOPER CAMERON CORPORATION
                           COMPENSATION DEFERRAL PLAN

     WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the COOPER CAMERON CORPORATION COMPENSATION DEFERRAL PLAN (the "Plan"); and

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

     NOW, THEREFORE, the Plan shall be amended as follows; effective as of July
1, 1998:

     1. The term "Change in Control" in Section 1.1(g) of the Plan shall be
replaced with the term "Change of Control" in each place that it appears.

     2. The following shall be added to Section 3.2 of the Plan:

     "With respect to a Participant receiving annual installment payments (other
     than the final annual installment payment) pursuant to Section 4.1, the
     Participant's Plan Account shall be reduced as of the last day of each
     calendar year by interest equivalents on the amount of the installment
     payment made during such calendar year multiplied by a fraction, the
     numerator of which is the number of days between the date of such
     installment payment during such calendar year and the end of such calendar
     year and the denominator of which is 365. Notwithstanding the foregoing, in
     the event a lump sum payment or final annual installment payment is made
     within a calendar year, as of the date of such payment, Deferred
     Compensation credited to a Participant's Plan Account shall be credited
     with interest equivalents, as additional Deferred Compensation, in an
     amount equal to the rate provided above. Such interest equivalents shall be
     credited (i) on the amount of Deferred Compensation (including any interest
     equivalents previously credited pursuant to this Section 3.2) credited as
     of the last day of the calendar year preceding such date of payment,
     multiplied by a fraction, the numerator of which is the number of days
     between such last day and such date of payment and the denominator of which
     is 365, (ii) on 50% of the Deferred Compensation credited pursuant to
     Section 2.3(a) during the calendar year in which such date of payment
     occurs, multiplied by a fraction, the numerator of which is the number of
     days between the last day of the calendar year preceding such date of
     payment and such date of payment and the denominator of which is 365, and
     (iii) on the Deferred Compensation credited pursuant to Sections 2.3(b) and
     2.3(c) during the calendar year in which such date of payment occurs,
     multiplied by a fraction, the numerator of which is the number of days
     between the date(s) such Deferred Compensation was credited during such
     calendar year and such date of payment and the denominator of which is
     365."



     3. Section 4.1 of the Plan shall be deleted and the following shall be
substituted therefor:

     "4.1 Payment of Deferred Compensation. Except as otherwise provided in this
     Article, payment of the Deferred Compensation of a Participant for all
     calendar years shall not be made until such Participant's termination of
     employment with the Employer. As to the time of such payment, if a
     Participant terminates employment prior to attaining age sixty, payment
     shall be made or commence, as determined in the sole discretion of the
     Committee, as of such termination, as of a specified age following such
     termination, or as of a specified date following such termination, but in
     no event later than age sixty, and if a Participant terminates employment
     after attaining age sixty, payment shall be made or commence as of such
     termination. The manner of such payment shall be in the form of a lump sum
     or annual installments for a five-, ten-, or fifteen-year period, or a
     combination thereof, as determined in the sole discretion of the Committee.
     In making its determination as to time and manner of payment, the Committee
     may consider the age, family status, health, financial status, or such
     other factors as it deems relevant respecting the Participant or
     Beneficiary. The Participant may, but shall not be required to, express his
     preference to the Committee as to the time and manner of payment of his
     Deferred Compensation, but the Committee shall be under no obligation to
     follow such preference. All Deferred Compensation shall be paid in cash. In
     the event the Participant or Beneficiary is to receive Deferred
     Compensation in installments, the amount of each such installment shall be
     equal to a fraction of the amount of the Deferred Compensation remaining to
     be paid with respect to such Deferred Compensation, the numerator of which
     is one and the denominator of which is the number of installments of such
     Deferred Compensation remaining to be paid. The installments of the
     Deferred Compensation shall be credited with interest equivalents as
     provided in Section 3.2."

     4. Section 9.4 of the Plan shall be deleted and the following shall be
substituted therefor:

     "9.4 Funding. The Plan is intended to constitute an unfunded plan of
     deferred compensation for a select group of management or highly
     compensated employees of the Employer. The obligation of an Employer under
     the Plan to provide a Participant or Beneficiary with a benefit constitutes
     the unsecured promise of such Employer to make payments as provided herein,
     and no person shall have an interest in, or a lien or prior claim upon, any
     property of the Employer. The Employer shall establish an irrevocable
     grantor trust ('Trust') with an independent commercial trustee ('Trustee')
     to provide for the payments of the Employer's obligations hereunder. Prior
     to a Change of Control, the funding of the Trust shall be in the sole
     discretion of the Employer. Upon a Change of Control, and prior to or as of
     the effective date thereof, the Employer shall fund the Trust in an amount
     sufficient to cover all benefit obligations under the Plan as



     of such date. Plan benefits may be paid out of the Employer 's general
     assets or out of the Trust. To the extent the Employer transfers assets to
     the Trust, the Trustee shall pay Plan benefits to Participants and
     Beneficiaries out of the Trust in accordance with the terms of the Trust.
     The Employer shall remain the owner of all assets in the Trust, and the
     assets shall be subject to the claims of an Employer's creditors if such
     Employer ever becomes insolvent. For purposes hereof, an Employer shall be
     considered 'insolvent' if (i) such Employer is unable to pay its debts as
     they become due or (ii) such Employer is subject to a pending proceeding as
     a debtor under the United States Bankruptcy Code (or any successor federal
     statute). The Employer shall have the duty to inform the Trustee in writing
     if an Employer becomes insolvent. Such notice given under the preceding
     sentence by any party shall satisfy all of the party's duty to give notice.
     When so informed, the Trustee shall suspend payments to the Participants
     and Beneficiaries and hold the assets for the benefit of such Employer's
     general creditors. If the Trustee receives a written allegation that an
     Employer is insolvent, the Trustee shall suspend payments to the
     Participants and Beneficiaries and hold the Trust for the benefit of such
     Employer's general creditors and shall determine within the period
     specified in the Trust whether such Employer is insolvent. If the Trustee
     determines that such Employer is not insolvent, the Trustee shall resume
     payments to the Participants and Beneficiaries. No Participant or
     Beneficiary shall have any preferred claim to, or any beneficial ownership
     interest in, any assets of the Trust."

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

     EXECUTED at Houston, Texas this 3rd day of September, 1998.

                                                 COOPER CAMERON CORPORATION


                                                 By:  /s/ Franklin Myers
                                                     ---------------------------
                                                     Name:  Franklin Myers
                                                     Title: Sr. V.P.

EX-4.8

                                                                     Exhibit 4.8

                             SECOND AMENDMENT TO THE
                           COOPER CAMERON CORPORATION
                           COMPENSATION DEFERRAL PLAN

     WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the COOPER CAMERON CORPORATION COMPENSATION DEFERRAL PLAN (the "Plan"); and

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

     NOW, THEREFORE, the Plan shall be amended as follows; effective as of
January 1, 1999:

     1. Clause (ii) of the second sentence of Section 3.2 of the Plan shall be
deleted and the following shall be substituted therefor:

     "(ii) on 50% of the Deferred Compensation credited during such calendar
     year pursuant to Section 2.3(a) multiplied by a fraction, the numerator of
     which is the number of days between the date the participant first elects
     to make a deferral pursuant to Section 2.3(a) in such calendar year and the
     end of such calendar year and the denominator of which is 365; and"

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

     EXECUTED at Houston, Texas this 10th day of February, 2000.

                                               COOPER CAMERON CORPORATION


                                               By: /s/ William C. Lemmer
                                                   -----------------------------
                                                   Name:  William C. Lemmer
                                                   Title: Vice President

EX-4.9

                                                                     Exhibit 4.9

                             THIRD AMENDMENT TO THE
                           COOPER CAMERON CORPORATION
                           COMPENSATION DEFERRAL PLAN

     WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the COOPER CAMERON CORPORATION COMPENSATION DEFERRAL PLAN (the "Plan"); and

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

     NOW, THEREFORE, the Plan shall be amended as follows; effective as of
January 1, 2000:

     1. The term "Board" shall be deleted from Section 2.2 of the Plan and the
phrase "Chief Executive Officer of the Company" shall be substituted therefor.

     2. Section 2.4 of the Plan shall be deleted and the following shall be
substituted therefor:

          "2.4 Time of Making Elections. Any election which may be made by a
     Participant under this Article II must be made (i) as to Base Salary, not
     later than December 31 of the calendar year preceding the calendar year
     during which the Base Salary to which such election relates is earned, and
     (ii) as to Incentive Awards, not later than June 30 of the calendar year
     during which the Incentive Award to which such election relates is earned.
     Notwithstanding the foregoing, for any calendar year during which an
     employee first becomes eligible to participate in the Plan, (i) elections
     as to the Participant's Base Salary must be made within 30 days of such
     employee first becoming so eligible and shall apply to the first payroll
     period following such election, and (ii) elections as to the Participant's
     Incentive Awards must be made within 30 days of such employee first
     becoming so eligible or by June 30 of such calendar year, if later, and
     shall apply to the entire Incentive Award for such calendar year; provided,
     the amount of such Incentive Award is not reasonably ascertainable at the
     time of such initial eligibility following June 1. All elections shall be
     made in the manner and form prescribed by the Company."

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

     EXECUTED at Houston, Texas this 10th day of February, 2000.

                                               COOPER CAMERON CORPORATION


                                               By: /s/ William C. Lemmer
                                                   -----------------------------
                                                   Name:  William C. Lemmer
                                                   Title: Vice President

EX-4.10

                                                                    Exhibit 4.10

                             FOURTH AMENDMENT TO THE
                           COOPER CAMERON CORPORATION
                           COMPENSATION DEFERRAL PLAN

     WHEREAS,  COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the COOPER CAMERON COMPENSATION DEFERRAL PLAN (the "Plan"); and

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

     NOW,  THEREFORE,  the Plan  shall be amended as  follows;  effective  as of
January 1, 1999:

     1.  Section  3.2 of the Plan shall be deleted  and the  following  shall be
substituted therefor:

          "3.2 Crediting of Interest Equivalents. As of the last day of each
     calendar year, Deferred Compensation credited to a Participant's Plan
     Account shall be credited with interest equivalents, as additional Deferred
     Compensation, in an amount equal to simple interest, at a rate of interest
     equal to the average of the Chase Manhattan Bank Average Quarterly Prime
     Rates for such calendar year. Such interest equivalents shall be credited
     (i) on the amount of Deferred Compensation (including any interest
     equivalents previously credited pursuant to this Section 3.2) credited as
     of the last day of the calendar year preceding such calendar year, (ii) on
     50% of the Deferred Compensation credited during such calendar year
     pursuant to Section 2.3(a), multiplied by a fraction, the numerator of
     which is the number of days between the date the Participant first elects
     to make a deferral pursuant to Section 2.3(a) in such calendar year and the
     end of such calendar year and the denominator of which is 365, and (iii) on
     the Deferred Compensation credited during such calendar year pursuant to
     Sections 2.3(b) and 2.3(c) multiplied by a fraction, the numerator of which
     is the number of days between the date(s) such Deferred Compensation was
     credited during such calendar year and the end of such calendar year and
     the denominator of which is 365. With respect to any payment made during a
     calendar year, interest equivalents shall be determined in an amount equal
     to simple interest, at a rate of interest equal to the Chase Manhattan Bank
     Average Quarterly Prime Rate for the full calendar quarter immediately
     preceding the date designated for such payment. With respect to a
     Participant receiving annual installment payments (other than the final
     annual installment payment) pursuant to Section 4.1, the Participant's Plan
     Account shall be reduced as of the last day of each calendar year by
     interest equivalents, at the rate provided above, on the amount of the
     installment payment made during such calendar year multiplied by a
     fraction, the numerator of which is the number of days between the date
     designated for such installment payment during such calendar year and the
     end of such calendar year and the denominator of which is 365.
     Notwithstanding the foregoing, in the event a lump sum payment or final
     annual installment payment is made within a calendar year, as of the date
     designated for such payment, Deferred Compensation credited to a
     Participant's



     Plan Account shall be credited with interest equivalents, as additional
     Deferred Compensation, at the rate provided above. Such interest
     equivalents shall be credited (i) on the amount of Deferred Compensation
     (including any interest equivalents previously credited pursuant to this
     Section 3.2) credited as of the last day of the calendar year preceding
     such designated date for payment, multiplied by a fraction, the numerator
     of which is the number of days between such last day and such designated
     date for payment and the denominator of which is 365, (ii) on 50% of the
     Deferred Compensation credited pursuant to Section 2.3(a) during the
     calendar year in which such designated date for payment occurs, multiplied
     by a fraction, the numerator of which is the number of days between the
     date the Participant first elects to make a deferral pursuant to Section
     2.3(a) in such calendar year and such designated date for payment and the
     denominator of which is 365, and (iii) on the Deferred Compensation
     credited pursuant to Sections 2.3(b) and 2.3(c) during the calendar year in
     which such designated date for payment occurs, multiplied by a fraction,
     the numerator of which is the number of days between the date(s) such
     Deferred Compensation was credited during such calendar year and such
     designated date for payment and the denominator of which is 365. Actual
     distribution of a payment as provided above made within an administratively
     practicable time following the applicable designated date for payment will
     not affect the determination of interest equivalents hereunder."

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

     EXECUTED at Houston, Texas this 31st day of October, 2001.

                                            COOPER CAMERON CORPORATION


                                            By: /s/ Jane Crowder
                                                --------------------------------
                                            Name:  Jane Crowder
                                            Title: Vice President

EX-4.11

                                                                    Exhibit 4.11

                             FIFTH AMENDMENT TO THE
                           COOPER CAMERON CORPORATION
                           COMPENSATION DEFERRAL PLAN

          WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore
adopted the COOPER CAMERON COMPENSATION DEFERRAL PLAN (the "Plan"); and

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

          NOW, THEREFORE, the Plan shall be amended as follows, effective as of
January 1, 2002:

     1.   A new Section 6.4 shall be added to the Plan and shall read as
          follows:

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

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

          EXECUTED, this 19th day of December, 2002, effective for all
purposes as provided above.

                                        COOPER CAMERON CORPORATION


                                        By: /s/ Jane Crowder
                                            ------------------------------------
                                            Name:  Jane Crowder
                                            Title: Vice President

EX-4.12

                                                                    Exhibit 4.12

                             SIXTH AMENDMENT TO THE
                           COOPER CAMERON CORPORATION
                           COMPENSATION DEFERRAL PLAN

     WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the COOPER CAMERON CORPORATION COMPENSATION DEFERRAL PLAN (the "Plan"); and

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

     NOW, THEREFORE, the Plan shall be amended as follows, effective as of
May 2, 2003:

     1. Section 2.1 of the Plan shall be deleted and the following shall be
substituted therefor:

          "Section 2.1 Eligible Class. Key employees of the Employer (including
     but not limited to those employees who are eligible to receive Incentive
     Awards for a calendar year) shall be within the class of employees eligible
     to participate in the Plan."

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

     EXECUTED at Houston, Texas this 2nd day of May, 2003, effective for all
purposes as provided above.

                                        COOPER CAMERON CORPORATION


                                        By: /s/ Jane Crowder
                                            ------------------------------------
                                            Name:  Jane Crowder
                                            Title: Vice President

EX-4.13

                           COOPER CAMERON CORPORATION
                               SUPPLEMENTAL EXCESS
                            DEFINED CONTRIBUTION PLAN





                           COOPER CAMERON CORPORATION
                               SUPPLEMENTAL EXCESS
                            DEFINED CONTRIBUTION PLAN

Section                                                                    Page
- -------                                                                    ----
                                    ARTICLE I
                                   DEFINITIONS

1.1      Definitions .................................................      2
1.2      Construction ................................................      4

                                   ARTICLE II
                      ELIGIBILITY FOR PLAN PARTICIPATION                    5


                                   ARTICLE III
                           SUPPLEMENTAL CONTRIBUTIONS

3.1      Supplemental Matching Contributions .........................      6
3.2      Supplemental Basic Contributions ............................      6
3.3      Supplemental Post-Tax Contributions .........................      7
3.4      Supplemental Tax Contributions ..............................      8

                                   ARTICLE IV
                                SEPARATE ACCOUNTS

4.1      Types of Separate Accounts ..................................      9
4.2      Interest ....................................................      9

                                    ARTICLE V
                                  DISTRIBUTION

5.1      Eligibility for Distribution ................................     11
5.2      Method of Distribution ......................................     11

                                   ARTICLE VI
                                 BENEFICIARIES                             12


                                   ARTICLE VII
                            ADMINISTRATIVE PROVISIONS

7.1      Administration ..............................................     13
7.2      Powers and Authorities of the Board .........................     13
7.3      Indemnification .............................................     13



                                       (i)




                                  ARTICLE VIII
                           AMENDMENT AND TERMINATION                       15


                                   ARTICLE IX
                           ADOPTION BY SUBSIDIARIES                        16


                                    ARTICLE X
                                  MISCELLANEOUS

10.1     Non-Alienation of Benefits ..................................     17
10.2     Payment of Benefits to Others ...............................     17
10.3     Plan Non-Contractual ........................................     17
10.4     Funding .....................................................     18
10.5     Controlling Status ..........................................     18
10.6     Claims of Other Persons .....................................     18
10.7     Severability ................................................     18
10.8     Governing Law ...............................................     18

                                      (ii)



                           COOPER CAMERON CORPORATION
                               SUPPLEMENTAL EXCESS
                            DEFINED CONTRIBUTION PLAN

     WHEREAS, Cooper Cameron Corporation (hereinafter referred to as the
"Company") desires to establish a supplemental retirement plan for the benefit
of a select group of management or highly compensated employees employed by the
Company or an Affiliate thereof whose benefits under the Cooper Cameron
Corporation Retirement Savings Plan are limited by the provisions of Section
401(a)(17) or Section 415 of the Internal Revenue Code of 1986, as amended
(hereinafter referred to as the "Code") or are reduced otherwise due to
participation in a deferred compensation program or who are subject to a tax on
excess distributions under Section 4980A of the Code;

     NOW, THEREFORE, effective as of April 1, 1995, the Company hereby
establishes the Cooper Cameron Corporation Supplemental Excess Defined
Contribution Plan (hereinafter referred to as the "Plan") to provide benefits
not otherwise provided due to such limitation and excess distribution tax as
hereinafter set forth.




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                                    ARTICLE I

                                   DEFINITIONS

     1.1 Definitions. Except as otherwise required by the context, the terms
used in the Plan shall have the meaning hereinafter set forth.

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

          (b) Beneficiary. The term "Beneficiary" shall mean the person who, in
     accordance with the provisions of Article VI, shall be entitled to receive
     a distribution hereunder in the event a Participant dies before his
     interest under the Plan has been distributed to him in full.

          (c) Board. The term "Board" shall mean the Board of Directors of the
     Company.

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

          (e) Company. The term "Company" shall mean Cooper Cameron Corporation,
     its corporate successors, and the surviving corporation resulting from any
     merger of Cooper Cameron Corporation with any other corporation or
     corporations.

          (f) Compensation. The term "Compensation" shall mean the total wages
     and salary, including overtime payments, commissions, severance pay, and
     other monetary remuneration, if any, which is included in a Participant's
     gross pay with respect to a month for services rendered to an Employer, but
     excluding any




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     relocation expense reimbursements as well as foreign service premiums and
     allowances, plus Basic Contributions made on behalf of such Participant
     under the Cooper Cameron Savings Plan and the pre-tax Supplemental Basic
     Contributions credited to such Participant under Section 3.2 of the Plan.

          (g) Cooper Cameron Deferral Plan. The term "Cooper Cameron Deferral
     Plan" shall mean the Cooper Cameron Corporation Management Incentive
     Compensation Deferral Plan, as amended from time to time.

          (h) Cooper Cameron Salaried Plan. The term "Cooper Cameron Salaried
     Plan" shall mean the Cooper Cameron Corporation Salaried Employees'
     Retirement Plan, as amended from time to time.

          (i) Cooper Cameron Savings Plan. The term "Cooper Cameron Savings
     Plan" shall mean the Cooper Cameron Corporation Retirement Savings Plan, as
     amended from time to time.

          (j) Participant. The term "Participant" shall mean any employee of an
     Employer or any other individual, who participates in the Plan pursuant to
     Article II of the Plan.

          (k) Effective Date. The "Effective Date" shall mean April 1, 1995.

          (l) Employer. The term "Employer" shall mean the Company as well as
     any Affiliate which may adopt the Plan in accordance with the provisions of
     Article IX.

          (m) Plan. The term "Plan" shall mean the Cooper Cameron Corporation
     Supplemental Excess Defined Contribution Plan as set forth herein.

          (n) Prior Plan. The term "Prior Plan" shall mean the Cooper
     Industries, Inc. Supplemental Excess Defined Contribution Plan as in effect
     on March 31, 1995.

          (o) Separate Account. The term "Separate Account" shall




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     mean each of the accounts maintained in the name of a Participant pursuant
     to Section 4.1 of the Plan.

          (p) Supplemental Basic Account. The term "Supplemental Basic Account"
     shall mean the Separate Account to which Supplemental Basic Contributions
     are credited in accordance with the provisions of Sections 3.2 and 4.1 of
     the Plan.

          (q) Supplemental Basic Contributions. The term "Supplemental Basic
     Contributions" shall mean the contributions credited to a Participant under
     the Plan pursuant to Section 3.2.

          (r) Supplemental Matching Account. The term "Supplemental Matching
     Account" shall mean the Separate Account to which Supplemental Matching
     Contributions are credited in accordance with the provisions of Sections
     3.1 and 4.1 of the Plan.

          (s) Supplemental Matching Contributions. The term "Supplemental
     Matching Contributions" shall mean the Employer contributions credited to a
     Participant under the Plan pursuant to Section 3.1.

          (t) Supplemental Post-Tax Account. The term "Supplemental Post-Tax
     Account" shall mean the separate account to which Supplemental Post-Tax
     Contributions are credited in accordance with the provisions of Sections
     3.3 and 4.1 of the Plan.

          (u) Supplemental Post-Tax Contributions. The term "Supplemental
     Post-Tax Contributions" shall mean the contributions credited to a
     Participant under the Plan pursuant to Section 33.

          (v) Supplemental Tax Account. The term "Supplemental Tax Account"
     shall mean the Separate Account to which an amount equal to any excess
     distribution tax is credited in accordance with the provisions of Sections
     3.3 and 4.1 of the Plan.

          (w) Supplemental Tax Contributions. The term "Supplemental Tax
     Contributions" shall mean the contributions credited to a Participant under
     the Plan pursuant to Section 3.3.



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




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                                   ARTICLE II

                       ELIGIBILITY FOR PLAN PARTICIPATION

     Any select management or highly compensated employee of an Employer (i)
whose retirement benefits are limited under the Cooper Cameron Savings Plan by
the provisions of Section 401(a)(17) or Section 415 of the Code, (ii) who
participates in the Cooper Cameron Deferral Plan as well as the Cooper Cameron
Savings Plan, or (iii) who is subject to an excess distributions tax with
respect to any benefit payable from the Cooper Cameron Salaried Plan and/or the
Cooper Cameron Savings Plan shall become a Participant in the Plan automatically
upon such limitation, participation, or tax imposition.




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                                   ARTICLE III

                           SUPPLEMENTAL CONTRIBUTIONS

     3.1 Supplemental Matching Contributions. As of the Effective Date, the
Supplemental Matching Account of each Participant who was a participant in the
Prior Plan on the day before the Effective Date shall be credited with
Supplemental Matching Contributions and interest equal to the Supplemental
Matching Contributions and interest credited to him under the Prior Plan and
transferred to the Plan as of the Effective Date. Moreover, as of the last day
of each month, the Supplemental Matching Account of each Participant shall be
credited with Supplemental Matching Contributions equal to the sum of:

     (a)  the amount with respect to which Matching Contributions under the
          Cooper Cameron Savings Plan are limited for such month due to the
          provisions of Sections 401(a)(17) and 415 of the Code; and

     (b)  the amount that would have been contributed by an Employer under the
          Cooper Cameron Savings Plan for such month if the Participant had not
          participated in the Cooper Cameron Deferral Plan and had made
          contributions under the Cooper Cameron Savings Plan with respect to
          the compensation deferred under the Cooper Cameron Deferral Plan in
          accordance with his election in effect for such month under the Cooper
          Cameron Savings Plan and the provisions of the Cooper Cameron Savings
          Plan in effect for such month without regard to any limitations
          imposed by Sections 401(a)(17) and 415 of the Code.

     3.2 Supplemental Basic Contributions. As of the Effective Date, the pre-tax
Supplemental Basic Account and the post-tax Supplemental Basic Account of each
Participant who was a participant in the Prior Plan on the Effective Date shall
be




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credited with Supplemental Basic Contributions (pre-tax and post-tax,
respectively) and interest equal to the Supplemental Basic Contributions and
interest credited to him under the Prior Plan and transferred to the Plan as of
the Effective Date. Moreover, as of the last day of each month, the pre-tax
Supplemental Basic Account of each Participant shall be credited with pre-tax
Supplemental Basic Contributions equal to the Basic Contributions and
Supplemental Contributions deemed to be Basic Contributions for purposes of
Matching Contributions (if any) that would have been contributed to the Cooper
Cameron Savings Plan on his behalf for such month except for the provisions of
Sections 401(a)(17) and 415 of the Code and that were deferred from his
Compensation in accordance with a duly executed and filed Compensation reduction
or deduction authorization form; provided, however, that in no event shall
pre-tax Supplemental Basic Contributions when added to the amount of Basic
Contributions and Supplemental Contributions deemed to be Basic Contributions
for purposes of Matching Contributions (if any) for such month under the Cooper
Cameron Savings Plan exceed six percent of such Participant's Compensation.

     3.3 Supplemental Post-Tax Contributions. As of the Effective Date, the
Supplemental Post-Tax Account of each Participant who was a participant in the
Prior Plan on the Effective Date shall be credited with the Supplemental
Post-Tax Contributions and interest equal to the Supplemental Post-Tax
Contributions and interest credited to him under the Prior Plan and transferred
to the Plan as of the Effective Date. Moreover, as of the last day of each
month, the Supplemental Post-Tax Account of each Participant shall be credited
with Supplemental Post-Tax Contributions equal to the Supplemental Contributions
(excluding those deemed to be Basic Contributions for purposes of Matching
Contributions) that would have been




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contributed to the Cooper Cameron Savings Plan on his behalf for such month
except for the provisions of Section 401(a)(17) and Section 415 of the Code and
that were deducted from his Compensation in accordance with a duly executed and
filed Compensation deduction authorization form; provided, however, that in no
event shall Supplemental Post-Tax Contributions when added to Supplemental
Contributions (excluding those deemed to be Basic Contributions for purposes of
Matching Contributions) exceed four percent of such Participant's Compensation.

     3.4 Supplemental Tax Contributions. In the event a Participant receives an
annuity or single sum distribution from the Cooper Cameron Salaried Plan and/or
the Cooper Cameron Savings Plan which is subject to an excess distributions tax
under Section 4980A of the Code, the Supplemental Tax Account of such
Participant shall be credited with a Supplemental Tax Contribution equal to the
pro-rata amount of such tax attributable to any such distribution, upon
presentation by the Participant to the Board of written documentation evidencing
payment of such tax.




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                                   ARTICLE IV

                                SEPARATE ACCOUNTS

     4.1 Types of Separate Accounts. Each Participant shall have established in
his name Separate Accounts which shall reflect the type of contributions as well
as interest thereon credited to him pursuant to Article III and Section 4.2.
Such Separate Accounts shall be as follows:

     (a)  a Supplemental Matching Account which shall reflect the Supplemental
          Matching Contributions credited to a Participant pursuant to Section
          3.1 and any interest credited thereon pursuant to Section 4.2; and

     (b)  a Supplemental Basic Account (pre-tax) which shall reflect the pre-tax
          Supplemental Basic Contributions credited to a Participant pursuant to
          Section 3.2 and any interest credited thereon pursuant to Section 4.2;
          and

     (c)  a Supplemental Basic Account (post-tax) which shall reflect the
          post-tax Supplemental Basic Contributions credited to a Participant
          pursuant to Section 3.2 and any interest credited thereon pursuant to
          Section 4.2; and

     (d)  a Supplemental Post-Tax Account which shall reflect the Supplemental
          Post-Tax Contributions credited to a Participant pursuant to Section
          3.3 and any interest credited thereon pursuant to Section 4.2; and

     (e)  a Supplemental Tax Account which shall reflect the amount of any
          Supplemental Tax Contributions credited to a Participant pursuant to
          Section 3.4 and any interest credited thereon pursuant to Section 4.2.

     4.2 Interest. Each month, the Separate Account of a Participant shall be
deemed to earn, and, as of the last day of such month, shall be credited with, a
rate of




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interest equal to the average rate earned in the Fixed Income Fund of the Cooper
Cameron Savings Plan during such month. However, if the Plan is funded in
accordance with the provisions of Section 10.4, the Separate Account of the
Participant shall be allocated a pro-rata share of the investment earnings of
the trust fund.




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                                    ARTICLE V

                                  DISTRIBUTION

     5.1 Eligibility for Distribution. The entire balance credited to a
Participant's Supplemental Matching and Supplemental Basic Accounts shall be
distributed to such Participant or his Beneficiary as soon as practicable after
termination of such Participant's employment with the Employer and Affiliates.
Any balance credited to a Participant's Supplemental Tax Account shall be
distributed to such Participant or his Beneficiary as soon as practicable after
presentation of documentation evidencing payment of any excess distributions tax
as set forth in Section 3.3.

     5.2 Method of Distribution. The benefits payable under the Plan from a
Participant's Supplemental Matching and Supplemental Basic Accounts shall be
paid to the same person in the same manner and form as, and coincident with, the
payment of the benefits of such Participant are payable under the Cooper Cameron
Savings Plan. The benefits payable under the Plan from a Participant's
Supplemental Tax Account shall be paid in a single sum to such Participant or
his Beneficiary, if applicable.




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                                   ARTICLE VI

                                  BENEFICIARIES

     In the event a Participant dies before his interest under the Plan has been
distributed to him in full, any remaining interest shall be distributed pursuant
to Article V to his Beneficiary who shall be the person designated as his
beneficiary under the Cooper Cameron Savings Plan.




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                                   ARTICLE VII

                            ADMINISTRATIVE PROVISIONS

     7.1 Administration. The Plan shall be administered by the Board which shall
administer it in a manner consistent with the administration of the Cooper
Cameron Savings Plan, as from time to time amended, except that the Plan shall
be administered as an unfunded plan not intended to meet the qualification
requirements of Section 401 of the Code.

     7.2 Powers and Authorities of the Board. The Board shall have full power
and authority to interpret, construe and administer the Plan and its
interpretations and construction hereof, and actions hereunder, including the
timing, form, amount or recipient of any payment to be made hereunder, shall be
binding and conclusive on all persons for all purposes. The Board may delegate
any of its powers, authorities, or responsibilities for the operation and
administration of the Plan to any person or committee so designated in writing
by it and may employ such attorneys, agents, and accountants as it may deem
necessary or advisable to assist it in carrying out its duties hereunder. No
member of the Board shall be liable to any person for any action taken or
omitted in connection with the interpretation and administration of the Plan
unless attributable to his own willful misconduct or lack of good faith. Members
of the Board shall not participate in any action or determination regarding
their own benefits, if any, payable under the Plan.

     7.3 Indemnification. In addition to whatever rights of indemnification a
member of the Board, or any other person or persons to whom any power,
authority, or responsibility is delegated pursuant to Section 7.2, may be
entitled under the articles of incorporation, regulations, or by-laws of the
Company, under any provision of law, or




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under any other agreement, the Company shall satisfy any liability actually and
reasonably incurred by any such member or such other person or persons,
including expenses, attorneys' fees, judgments, fines, and amounts paid in
settlement, in connection with any threatened, pending, or completed action,
suit, or proceeding which is related to the exercise or failure to exercise by
such member or such other person or persons of any of the powers, authority,
responsibilities, or discretion provided under the Plan.




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                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION

     The Company reserves the right to amend or terminate the Plan at any time
by action of the Board; provided, however, that no such action shall adversely
affect any Participant who is receiving supplemental benefits under the Plan or
whose Separate Accounts are credited with any contributions thereto, unless an
equivalent benefit is provided under another plan or program sponsored by the
Employer.




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                                   ARTICLE IX

                            ADOPTION BY SUBSIDIARIES

     Any subsidiary of the Company which is not the Employer may, with the
consent of the Company, adopt the Plan and become the Employer hereunder by
causing an appropriate written instrument evidencing such adoption to be
executed pursuant to the authority of its Board of Directors and filed with the
Company.




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                                    ARTICLE X

                                  MISCELLANEOUS

     10.1 Non-Alienation of Benefits. No benefit under the Plan shall at any
time be subject in any manner to alienation or encumbrance. If any Participant
or Beneficiary shall attempt to, or shall, alienate or in any way encumber his
benefits under the Plan, or any part thereof, or if by reason of his bankruptcy
or other event happening at any time any such benefits would otherwise be
received by anyone else or would not be enjoyed by him, his interest in all such
benefits shall automatically terminate and the same shall be held or applied to
or for the benefit of such person, his spouse, children, or other dependents as
the Board may select.

     10.2 Payment of Benefits to Others. If any Participant or Beneficiary to
whom a benefit is payable is unable to care for his affairs because of illness
or accident, any payment due (unless prior claim therefor shall have been made
by a duly qualified guardian or other legal representative) may be paid to the
spouse, parent, brother, or sister, or any other individual deemed by the Board
to be maintaining or responsible for the maintenance of such person. Any payment
made in accordance with the provisions of this Section 10.2 shall be a complete
discharge of any liability of the Plan with respect to the benefit so paid.

     10.3 Plan Non-Contractual. Nothing herein contained shall be construed as a
commitment or agreement on the part of any person employed by the Employer to
continue his employment with the Employer, and nothing herein contained shall be
construed as a commitment on the part of the Employer to continue the employment
or the annual rate of compensation of any such person for any period, and all
Participants shall remain subject to discharge to the same extent as if the Plan
had never been established.




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     10.4 Funding. In order to provide a source of payment for its obligations
under the Plan, the Company may establish a trust fund. Subject to the
provisions of the trust agreement governing such trust fund, the obligation of
the Employer under the Plan to provide a Participant or a Beneficiary with a
benefit constitutes the unsecured promise of such Employer to make payments as
provided herein, and no person shall have any interest in, or a lien or prior
claim upon, any property of the Employer.

     10.5 Controlling Status. No Participant shall be eligible for a benefit
under the Plan unless such Participant is a Participant on the date of his
retirement, death, or other termination of employment.

     10.6 Claims of Other Persons. The provisions of the Plan shall in no event
be construed as giving any person, firm or corporation any legal or equitable
right as against the Employer, its officers, employees, or directors, except any
such rights as are specifically provided for in the Plan or are hereafter
created in accordance with the terms and provisions of the Plan.

     10.7 Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.

     10.8 Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Texas.

     EXECUTED at Houston, Texas, this 18th day of January, 1995.


                                       COOPER CAMERON CORPORATION


                                       By:    /s/ Michael Sebastian
                                           -------------------------------------
                                           Title: President

EX-4.14

                                                                    Exhibit 4.14

                               FIRST AMENDMENT TO
                           COOPER CAMERON CORPORATION
                  SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN

     WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the COOPER CAMERON CORPORATION SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN
(the "Plan") for the benefit of the eligible employees of the Employer (as
defined in the Plan); and

     WHEREAS, the Company desires to amend the Plan;

     NOW, THEREFORE, in consideration of the premises, the Plan shall be and is
hereby amended as follows, effective as of April 1, 1996:

     1. The references to "Section 401(a)(17) or Section 415" in the first
"WHEREAS" clause and in Article II of the Plan shall be deleted and the
references "Section 401(a)(17), 401(k)(3), 401(m), 402(g)(1) or 415" shall be
substituted therefor.

     2. The reference to "Cooper Cameron Corporation Management Incentive
Compensation Deferral Plan" in Section 1.1(g) of the Plan shall be deleted and
the reference "Cooper Cameron Corporation Compensation Deferral Plan" shall be
substituted therefor.

     3. The references to "Sections 401(a)(17) and 415" in Section 3.1(a) and
(b) of the Plan shall be deleted and the references "Section 401(a)(17),
401(k)(3), 401(m), 402(g)(1) and 415" shall be substituted therefor.

     4. The following shall be added to Section 3.1 of the Plan:

     "Notwithstanding the foregoing, the credits pursuant to paragraph (a) above
     respecting the provisions of Sections 401(a)(17), 401(m), and 415 of the
     Code and pursuant to paragraph (b) above are contingent upon such Member
     electing the maximum cash or deferred contributions under the Cooper
     Cameron Savings Plan pursuant to Section 402(g) of the Code or as permitted
     under the terms of the Cooper Cameron Savings Plan."

     5. The references to "Sections 401(a)(17) and 415" in Section 3.2 of the
Plan shall be deleted and the references "Section 401(a)(17), 401(k)(3),
402(g)(1) and 415" shall be substituted therefor.

     6. The reference to "6%" in Section 3.2 of the Plan shall be deleted and
the reference "10%" shall be substituted therefor.



     7. The following shall be added after the phrase "as of the last day of
each month" in the second sentence of Section 3.3 of the Plan:

     "preceding April 1, 1996,"

     8. The reference to "Supplemental Matching and Supplemental Basic Accounts"
in the first sentence of Section 5.1 of the Plan shall be deleted and the
reference "Supplemental Matching, Supplemental Basic and Supplemental Post-Tax
Accounts" shall be substituted therefor.

     9. The reference to "Section 3.3" in the second sentence of Section 5.1 of
the Plan shall be deleted and the reference "Section 3.4" shall be substituted
therefor.

     10. The first sentence of Section 5.2 of the Plan shall be deleted and the
following shall be substituted therefor:

     "The benefits payable under the Plan from a Participant's Supplemental
     Matching, Supplemental Basic and Supplemental Post-Tax Accounts shall be
     paid to the Participant, or in the event of his death to his Beneficiary,
     in one lump sum payment; provided, however, the Compensation Committee of
     the Board may, in its sole discretion, direct that such benefits be paid to
     or on behalf of a Participant to the same recipient(s) in the same manner
     and form as, and coincident with, the payment of the benefits of such
     Participant under the Cooper Cameron Savings Plan."

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

     EXECUTED at Houston, Texas, this 20th day of February, 1996.

                                                 COOPER CAMERON CORPORATION


                                                 By: /s/ Franklin Myers
                                                     ---------------------------
                                                     Name:  Franklin Myers
                                                     Title: Sr. V.P.

                                       2

EX-4.15

                                                                    Exhibit 4.15

                               SECOND AMENDMENT TO
                           COOPER CAMERON CORPORATION
                  SUPPLEMENTAL EXCESS CONTRIBUTION BENEFIT PLAN

     WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the COOPER CAMERON CORPORATION SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN
(the "Plan") for the benefit of the eligible employees of the Employer (as
defined in the Plan); and

     WHEREAS, the Company desires to amend the Plan;

     NOW, THEREFORE, in consideration of the premises, the Plan shall be and is
hereby amended as follows, effective as of July 1, 1998:

     1. The first sentence of Section 5.2 of the Plan shall be deleted and the
following shall be substituted therefor:

     "The benefits payable under the Plan from a Participant's Supplemental
     Matching, Supplemental Basic and Supplemental Post-Tax Accounts shall be
     paid to the Participant, or in the event of his death to his Beneficiary,
     in one lump sum payment; provided, however, the 'Committee' (as defined
     below) may, in its sole discretion, direct that such benefits be paid to or
     on behalf of a Participant to the same recipient(s) in the same manner and
     form as, and coincident with, the payment of the benefits of such
     Participant under the Cooper Cameron Savings Plan. For this purpose, the
     'Committee' shall mean (i) for the period preceding a 'Change of Control'
     (as defined below), the Compensation Committee of the Board, (ii) for the
     two-year period following a 'Change of Control,' the individuals who
     comprised the Compensation Committee of the Board immediately prior to the
     'Change of Control,' acting in their individual capacities, and (iii)
     thereafter, the Committee appointed by the Company. For this purpose, a
     'Change of Control' shall be with respect to the Company and shall have the
     same meaning as such term has in the Cooper Cameron Corporation Long-Term
     Incentive Plan."

     2. Section 10.4 of the Plan shall be deleted and the following shall be
substituted therefor:

          "10.4 Funding. The Plan is intended to constitute an unfunded plan.
     The obligation of an Employer under the Plan to provide a Participant or
     Beneficiary with a benefit constitutes the unsecured promise of such
     Employer to make payments as provided herein, and no person shall have an
     interest in, or a lien or prior claim upon, any property of the Employer.
     The Employer shall establish an irrevocable grantor trust ('Trust') with an
     independent commercial trustee ('Trustee') to provide for the payments of
     the Employer's obligations hereunder. Prior to a Change of Control, the
     funding of the Trust shall be in the sole discretion of the Employer. Upon
     a Change of Control, and prior to or as of



     the effective date thereof, the Employer shall fund the Trust in an amount
     sufficient to cover all benefit obligations under the Plan as of such date.
     Plan benefits may be paid out of the Employer's general assets or out of
     the Trust. To the extent the Employer transfers assets to the Trust, the
     Trustee shall pay Plan benefits to Participants and Beneficiaries out of
     the Trust in accordance with the terms of the Trust. The Employer shall
     remain the owner of all assets in the Trust, and the assets shall be
     subject to the claims of an Employer's creditors if such Employer ever
     becomes insolvent. For purposes hereof, an Employer shall be considered
     'insolvent' if (i) such Employer is unable to pay its debts as they become
     due or (ii) such Employer is subject to a pending proceeding as a debtor
     under the United States Bankruptcy Code (or any successor federal statute).
     The Employer shall have the duty to inform the Trustee in writing if an
     Employer becomes insolvent. Such notice given under the preceding sentence
     by any party shall satisfy all of the party's duty to give notice. When so
     informed, the Trustee shall suspend payments to the Participants and
     Beneficiaries and hold the assets for the benefit of such Employer's
     general creditors. If the Trustee receives a written allegation that an
     Employer is insolvent, the Trustee shall suspend payments to the
     Participants and Beneficiaries and hold the Trust for the benefit of such
     Employer's general creditors and shall determine within the period
     specified in the Trust whether such Employer is insolvent. If the Trustee
     determines that such Employer is not insolvent, the Trustee shall resume
     payments to the Participants and Beneficiaries. No Participant or
     Beneficiary shall have any preferred claim to, or any beneficial ownership
     interest in, any assets of the Trust."

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

     EXECUTED at Houston, Texas, this 3rd day of September, 1998.

                                                 COOPER CAMERON CORPORATION


                                                 By: /s/ Franklin Myers
                                                     ---------------------------
                                                       Name:  Franklin Myers
                                                       Title: Sr. V.P.

                                       2

EX-4.16

                             THIRD AMENDMENT TO THE
                           COOPER CAMERON CORPORATION
                  SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN

     WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the COOPER CAMERON CORPORATION SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN
(the "Plan") for the benefit of the eligible employees of the Employer (as
defined in the Plan); and

     WHEREAS, the Company desires to amend the Plan on behalf of itself and the
other participating Employers;

     NOW, THEREFORE, in consideration of the foregoing premises, the Plan shall
be and hereby is amended as follows:

I. Effective January 1, 2002, a new Section 7.4 shall be added to the Plan as
follows:

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

II. Effective as of December 31, 2002:

     1. No employee who is not a Participant as of December 31, 2002 shall be
eligible to become a Participant.

     2. No Participant shall be permitted to make contributions to the Plan, nor
shall any contributions be made on the Participant's behalf, respecting any
period after December 31, 2002.

     3. From and after December 31, 2002, and at all times prior to its
termination, the Plan shall continue to be operated in accordance with its terms
and provisions except as herein provided.

III. All terms used in this amendment with initial capitalization shall have the
meanings assigned to them under the provisions of the Plan, unless otherwise
qualified by the context.

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

     EXECUTED, this 19th day of December, 2002, effective for all purposes as
provided above.

                                                 COOPER CAMERON CORPORATION


                                                 By: /s/ Jane Crowder
                                                     ---------------------------
                                                 Name:  Jane Crowder
                                                 Title: Vice President

EX-4.17

                                                                    Exhibit 4.17

                           COOPER CAMERON CORPORATION
                            2003 SUPPLEMENTAL EXCESS
                            DEFINED CONTRIBUTION PLAN

                         Effective as of January 1, 2003



                           COOPER CAMERON CORPORATION
                            2003 SUPPLEMENTAL EXCESS
                            DEFINED CONTRIBUTION PLAN

                                Table of Contents



Section                                                                     Page
- -------                                                                     ----
                                                                         
ARTICLE I DEFINITIONS.....................................................    2
     1.1  Definitions.....................................................    2
     1.2  Construction....................................................    3
ARTICLE II ELIGIBILITY FOR PLAN PARTICIPATION.............................    3
ARTICLE III SUPPLEMENTAL CONTRIBUTIONS....................................    4
     3.1  Supplemental Matching Contributions.............................    4
     3.2  Supplemental Basic Contributions................................    5
ARTICLE IV SEPARATE ACCOUNTS..............................................    5
     4.1  Types of Separate Accounts......................................    5
     4.2  Interest........................................................    6
ARTICLE V DISTRIBUTION....................................................    6
     5.1  Eligibility for Distribution....................................    6
     5.2  Method of Distribution..........................................    6
ARTICLE VI BENEFICIARIES..................................................    7
ARTICLE VII ADMINISTRATIVE PROVISIONS.....................................    7
     7.1  Administration..................................................    7
     7.2  Powers and Authorities of the Board.............................    7
     7.3  Indemnification.................................................    8
     7.4  Claims Procedures...............................................    8
ARTICLE VIII AMENDMENT AND TERMINATION....................................    8
ARTICLE IX ADOPTION BY SUBSIDIARIES.......................................    9
ARTICLE X MISCELLANEOUS...................................................    9
     10.1 Non-Alienation of Benefits......................................    9
     10.2 Payment of Benefits to Others...................................    9
     10.3 Plan Non-Contractual............................................    9
     10.4 Funding.........................................................   10
     10.5 Controlling Status..............................................   11


                                      (i)



                                                                          
     10.6 Claims of Other Persons.........................................   11
     10.7 Severability....................................................   11
     10.8 Governing Law...................................................   11



                                     (ii)



                           COOPER CAMERON CORPORATION
                            2003 SUPPLEMENTAL EXCESS
                            DEFINED CONTRIBUTION PLAN

     WHEREAS, Cooper Cameron Corporation (hereinafter referred to as the
"Company") desires to establish a supplemental retirement plan for the benefit
of a select group of management or highly compensated employees whose benefits
under the Cooper Cameron Corporation Retirement Savings Plan are reduced due to
participation in a deferred compensation program;

     NOW, THEREFORE, effective as of January 1, 2003 (the "Effective Date"), the
Company hereby establishes the Cooper Cameron Corporation 2003 Supplemental
Excess Defined Contribution Plan (hereinafter referred to as the "Plan") to
provide benefits not otherwise provided due to such limitations or plan
participation as hereinafter set forth.



                                    ARTICLE I
                                   DEFINITIONS

     1.1  Definitions. Except as otherwise required by the context, the terms
used in the Plan shall have the meaning hereinafter set forth.

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

          (b) Beneficiary. The term "Beneficiary" shall mean the person who, in
     accordance with the provisions of Article VI, shall be entitled to receive
     a distribution hereunder in the event a Participant dies before his
     interest under the Plan has been distributed to him in full.

          (c) Board. The term "Board" shall mean the Board of Directors of the
     Company.

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

          (e) Company. The term "Company" shall mean Cooper Cameron Corporation,
     its corporate successors, and the surviving corporation resulting from any
     merger of Cooper Cameron Corporation with any other corporation or
     corporations.

          (f) Compensation. The term "Compensation" shall mean the total wages
     and salary, including overtime payments, commissions, severance pay, and
     other monetary remuneration, if any, which is included in a Participant's
     gross pay with respect to a month for services rendered to the Employer,
     but excluding any relocation expense reimbursements as well as foreign
     service premiums and allowances, plus Basic Contributions made on behalf of
     such Participant under the Cooper Cameron Savings Plan and the Supplemental
     Basic Contributions credited to such Participant under Section 3.2 of the
     Plan.

          (g) Cooper Cameron Deferral Plan. The term "Cooper Cameron Deferral
     Plan" shall mean the Cooper Cameron Corporation Compensation Deferral Plan,
     as amended from time to time.

          (h) Cooper Cameron Savings Plan. The term "Cooper Cameron Savings
     Plan" shall mean the Cooper Cameron Corporation Retirement Savings Plan, as
     amended from time to time.

                                      -2-



          (i) Participant. The term "Participant" shall mean any employee of the
     Employer or any other individual, who participates in the Plan pursuant to
     Article II of the Plan.

          (j) Employer. The term "Employer" shall mean the Company as well as
     any Affiliate that may adopt the Plan in accordance with the provisions of
     Article IX.

          (k) Plan. The term "Plan" shall mean the Cooper Cameron Corporation
     2003 Supplemental Excess Defined Contribution Plan as set forth herein, as
     amended from time to time.

          (l) Separate Account. The term "Separate Account" shall mean each of
     the accounts maintained in the name of a Participant pursuant to Section
     4.1 of the Plan, as amended from time to time.

          (m) Supplemental Basic Account. The term "Supplemental Basic Account"
     shall mean the Separate Account to which Supplemental Basic Contributions
     are credited in accordance with the provisions of Sections 3.2 and 4.1 of
     the Plan.

          (n) Supplemental Basic Contributions. The term "Supplemental Basic
     Contributions" shall mean the contributions credited to a Participant under
     the Plan pursuant to Section 3.2.

          (o) Supplemental Matching Account. The term "Supplemental Matching
     Account" shall mean the Separate Account to which Supplemental Matching
     Contributions are credited in accordance with the provisions of Sections
     3.1 and 4.1 of the Plan.

          (p) Supplemental Matching Contributions. The term "Supplemental
     Matching Contributions" shall mean the Employer contributions credited to a
     Participant under the Plan pursuant to Section 3.1.

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

                                   ARTICLE II
                       ELIGIBILITY FOR PLAN PARTICIPATION

     Key employees of the Employer (including but not limited to those employees
who are eligible to receive Incentive Awards, as defined in the Cooper Cameron
Deferral Plan, for a calendar year) shall be within the class of employees
eligible to participate in the Plan. Those employees within such eligible class
who have been selected for eligibility by the Chief

                                      -3-



Executive Officer of the Company, from time to time, shall be "Eligible
Employees" for purposes of the Plan. Any Eligible Employee who participates in
the Cooper Cameron Deferral Plan as well as the Cooper Cameron Savings Plan
shall become a Participant in the Plan automatically upon beginning such
participation, or in the case of such an Eligible Employee whose participation
in the Cooper Cameron Deferral Plan commenced prior to the Effective Date, upon
the Effective Date. Any Eligible Employee who does not participate in the Cooper
Cameron Deferral Plan but who does participate in the Cooper Cameron Savings
Plan and whose retirement benefits are limited under the Cooper Cameron Savings
Plan by the provisions of section 401(a)(17), 401(k)(3), 401(m), 402(g)(1),
414(v) or 415 of the Code shall become a Participant in the Plan automatically
upon being impacted by such limitation.

                                  ARTICLE III
                           SUPPLEMENTAL CONTRIBUTIONS

     3.1  Supplemental Matching Contributions. As of the last day of each month,
the Supplemental Matching Account of each Participant shall be credited with
Supplemental Matching Contributions equal to the sum of:

          (a)  the amount with respect to which Matching Contributions under the
               Cooper Cameron Savings Plan are limited for such month due to the
               provisions of sections 40l(a)(l7), 401(k)(3), 401(m), 402(g)(1),
               414(v) and 415 of the Code; and

          (b)  the amount that would have been contributed by the Employer under
               the Cooper Cameron Savings Plan for such month if the Participant
               had not participated in the Cooper Cameron Deferral Plan and had
               made contributions under the Cooper Cameron Savings Plan with
               respect to the compensation deferred under the Cooper Cameron
               Deferral Plan in accordance with his election in effect for such
               month under the Cooper Cameron Savings Plan and the provisions of
               the Cooper Cameron Savings Plan in effect for such month without
               regard to any limitations imposed by sections 401(a)(l7),
               401(k)(3), 401(m), 402(g)(1), 414(v) and 415 of the Code.

                                      -4-



Notwithstanding the foregoing, the credits pursuant to paragraph (a) above
respecting the provisions of sections 401(a)(17), 401(m), 414(v) and 415 of the
Code and pursuant to paragraph (b) above are contingent upon such Participant
electing the maximum cash or deferred contributions under the Cooper Cameron
Savings Plan pursuant to section 402(g) of the Code and, if applicable to such
Participant, section 414(v) of the Code or as permitted under the terms of the
Cooper Cameron Savings Plan.

     3.2  Supplemental Basic Contributions. As of the last day of each month,
the Supplemental Basic Account of each Participant shall be credited with
Supplemental Basic Contributions equal to the Basic Contributions and
Supplemental Basic Contributions deemed to be Basic Contributions for purposes
of Matching Contributions (if any) that would have been contributed to the
Cooper Cameron Savings Plan on his behalf for such month except for the
provisions of sections 40l(a)(17), 401(k)(3), 401(m), 402(g)(1), 414(v) and 415
of the Code and that were deferred from his Compensation in accordance with a
duly executed and filed Compensation reduction or deduction authorization form.

                                   ARTICLE IV
                                SEPARATE ACCOUNTS

     4.1  Types of Separate Accounts. Each Participant shall have established in
his name Separate Accounts which shall reflect the type of contributions as well
as interest thereon credited to him pursuant to Article III and Section 4.2.
Such Separate Accounts shall be as follows:

          (a)  a Supplemental Matching Account which shall reflect the
               Supplemental Matching Contributions credited to a Participant
               pursuant to Section 3.1 and any interest credited thereon
               pursuant to Section 4.2; and

          (b)  a Supplemental Basic Account which shall reflect the Supplemental
               Basic Contributions credited to a Participant pursuant to Section
               3.2 and any interest credited thereon pursuant to Section 4.2.

                                      -5-



     4.2  Interest. Each month, the Separate Account of a Participant shall be
deemed to earn, and, as of the last day of such month, shall be credited with, a
rate of interest equal to the average rate earned in the Fixed Income Fund of
the Cooper Cameron Savings Plan during such month. However, if the Plan is
funded in accordance with the provisions of Section 10.4, the Separate Account
of the Participant shall be allocated a pro-rata share of the investment
earnings of the trust fund.

                                   ARTICLE V
                                  DISTRIBUTION

     5.1  Eligibility for Distribution. The entire balance credited to a
Participant's Supplemental Matching and Supplemental Basic Accounts shall be
distributed to such Participant or his Beneficiary as soon as practicable after
termination of such Participant's employment with the Employer and Affiliates.

     5.2  Method of Distribution. The benefits payable under the Plan from a
Participant's Supplemental Matching and Supplemental Basic Accounts shall be
paid to the Participant, or in the event of his death to his Beneficiary, in one
lump sum payment; provided, however, the "Committee" (as defined below) may, in
its sole discretion, direct that such benefits be paid to or on behalf of a
Participant to the same recipient(s) in the same manner and form as, and
coincident with, the payment of the benefits of such Participant under the
Cooper Cameron Savings Plan. For this purpose, the "Committee" shall mean (i)
for the period preceding a "Change of Control" (as defined below), the
Compensation Committee of the Board, (ii) for the two-year period following a
"Change of Control," the individuals who comprised the Compensation Committee of
the Board immediately prior to the "Change of Control," acting in their
individual capacities, and (iii) thereafter, the Committee appointed by the
Company. For

                                      -6-



this purpose, a "Change of Control" shall be with respect to the Company and
shall have the same meaning as such term has in the Cooper Cameron Corporation
Long-Term Incentive Plan.

                                   ARTICLE VI
                                  BENEFICIARIES

     In the event a Participant dies before his interest under the Plan has been
distributed to him in full, any remaining interest shall be distributed pursuant
to Article V to his Beneficiary who shall be the persons designated as his
beneficiary under the Cooper Cameron Savings Plan.

                                  ARTICLE VII
                            ADMINISTRATIVE PROVISIONS

     7.1  Administration. The Plan shall be administered by the Board which
shall administer it in a manner consistent with the administration of the Cooper
Cameron Savings Plan, as from time to time amended, except that the Plan shall
be administered as an unfunded plan not intended to meet the qualification
requirements of section 401 of the Code.

     7.2  Powers and Authorities of the Board. The Board shall have full power
and authority to interpret, construe and administer the Plan and its
interpretations and construction hereof, and actions hereunder, including the
timing, form, amount or recipient of any payment to be made hereunder, shall be
binding and conclusive on all persons for all purposes. The Board may delegate
any of its powers, authorities, or responsibilities for the operation and
administration of the Plan to any person or committee so designated in writing
by it and may employ such attorneys, agents, and accountants as it may deem
necessary or advisable to assist it in carrying out its duties hereunder. No
member of the Board or any committee appointed by the Board to administer the
Plan shall be liable to any person for any action taken or omitted in connection
with the interpretation and administration of the Plan unless attributable to
his own

                                      -7-



willful misconduct or lack of good faith. Members of the Board shall not
participate in any action or determination regarding their own benefits, if any,
payable under the Plan.

     7.3  Indemnification. In addition to whatever rights of indemnification a
member of the Board, or any other person or persons to whom any power,
authority, or responsibility is delegated pursuant to Section 7.2, may be
entitled under the articles of incorporation, regulations, or by-laws of the
Company, under any provision of law, or under any other agreement, the Company
shall satisfy any liability actually and reasonably incurred by any such member
or such other person or persons, including expenses, attorneys' fees, judgments,
fines, and amounts paid in settlement, in connection with any threatened,
pending, or completed action, suit, or proceeding which is related to the
exercise or failure to exercise by such member or such other person or persons
of any of the powers, authority, responsibilities, or discretion provided under
the Plan.

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

                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

     The Company reserves the right to amend or terminate the Plan at any time
by action of the Board; provided, however, that no such action shall adversely
affect any Participant who is receiving supplemental benefits under the Plan or
whose Separate Accounts are credited with any contributions thereto, unless an
equivalent benefit is provided under another plan or program sponsored by the
Employer.

                                      -8-



                                   ARTICLE IX
                            ADOPTION BY SUBSIDIARIES

     Any subsidiary of the Company which is not an Employer may, with the
consent of the Company, adopt the Plan and become an Employer hereunder by
causing an appropriate written instrument evidencing such adoption to be
executed pursuant to the authority of its Board of Directors and filed with the
Company.

                                    ARTICLE X
                                  MISCELLANEOUS

     10.1 Non-Alienation of Benefits. No benefit under the Plan shall at any
time be subject in any manner to alienation or encumbrance. If any Participant
or Beneficiary shall attempt to, or shall, alienate or in any way encumber his
benefits under the Plan, or any part thereof, or if by reason of his bankruptcy
or other event happening at any time any such benefits would otherwise be
received by anyone else or would not be enjoyed by him, his interest in all such
benefits shall automatically terminate and the same shall be held or applied to
or for the benefit of such person, his spouse, children, or other dependents as
the Board may select.

     10.2 Payment of Benefits to Others. If any Participant or Beneficiary to
whom a benefit is payable is unable to care for his affairs because of illness
or accident, any payment due (unless prior claim therefor shall have been made
by a duly qualified guardian or other legal representative) may be paid to the
spouse, parent, brother, or sister, or any other individual deemed by the Board
to be maintaining or responsible for the maintenance of such person. Any payment
made in accordance with the provisions of this Section 10.2 shall be a complete
discharge of any liability of the Plan with respect to the benefit so paid.

     10.3 Plan Non-Contractual. Nothing herein contained shall be construed as a
commitment or agreement on the part of any person employed by the Employer to
continue his

                                      -9-



employment with the Employer, and nothing herein contained shall be construed as
a commitment on the part of the Employer to continue the employment or the
annual rate of compensation of any such person for any period, and all
Participants shall remain subject to discharge to the same extent as if the Plan
had never been established.

     10.4 Funding. The Plan is intended to constitute an unfunded plan. The
obligation of an Employer under the Plan to provide a Participant or Beneficiary
with a benefit constitutes the unsecured promise of such Employer to make
payments as provided herein, and no person shall have an interest in, or a lien
or prior claim upon, any property of the Employer. The Employer shall establish
an irrevocable grantor trust ("Trust") with an independent commercial trustee
("Trustee") to provide for the payments of the Employer's obligations hereunder.
Prior to a Change of Control, the funding of the Trust shall be in the sole
discretion of the Employer. Upon a Change of Control, and prior to or as of the
effective date thereof, the Employer shall fund the Trust in an amount
sufficient to cover all benefit obligations under the Plan as of such date. Plan
benefits may be paid out of the Employer's general assets or out of the Trust.
To the extent the Employer transfers assets to the Trust, the Trustee shall pay
Plan benefits to Participants and Beneficiaries out of the Trust in accordance
with the terms of the Trust. The Employer shall remain the owner of all assets
in the Trust, and the assets shall be subject to the claims of the Employer's
creditors if such Employer ever becomes insolvent. For purposes hereof, an
Employer shall be considered "insolvent" if (i) such Employer is unable to pay
its debts as they become due or (ii) such Employer is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code (or any successor
federal statute). The Employer shall have the duty to inform the Trustee in
writing if such Employer becomes insolvent. Such notice given under the
preceding sentence by any party shall satisfy all of the party's duty to give

                                      -10-



notice. When so informed, the Trustee shall suspend payments to the Participants
and Beneficiaries and hold the assets for the benefit of such Employer's general
creditors. If the Trustee receives a written allegation that an Employer is
insolvent, the Trustee shall suspend payments to the Participants and
Beneficiaries and hold the Trust for the benefit of such Employer's general
creditors and shall determine within the period specified in the Trust whether
such Employer is insolvent. If the Trustee determines that such Employer is not
insolvent, the Trustee shall resume payments to the Participants and
Beneficiaries. No Participant or Beneficiary shall have any preferred claim to,
or any beneficial ownership interest in, any assets of the Trust.

     10.5 Controlling Status. No Participant shall be eligible for a benefit
under the Plan unless such Participant is a Participant on the date of his
retirement, death, or other termination of employment.

     10.6 Claims of Other Persons. The provisions of the Plan shall in no event
be construed as giving any person, firm or corporation any legal or equitable
right as against the Employer, its officers, employees, or directors or any
committee appointed by the Board to administer the Plan or the members of any
such committee, except any such rights as are specifically provided for in the
Plan or are hereafter created in accordance with the terms and provisions of the
Plan.

     10.7 Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.

     10.8 Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Texas.

                                      -11-



     EXECUTED at Houston, Texas, this 19th day of December, 2002, effective for
all purposes as provided above.

                                        COOPER CAMERON CORPORATION


                                        By: /s/ Jane Crowder
                                            ------------------------------------
                                        Name:  Jane Crowder
                                        Title: Vice President

                                      -12-

EX-4.18

                                                                    Exhibit 4.18

                           COOPER CAMERON CORPORATION

                      DEFERRED COMPENSATION TRUST AGREEMENT



                                TABLE OF CONTENTS

                                                                           
ARTICLE I - General Trust Provisions......................................    2
     1.1  Establishment of Trust..........................................    2
     1.2  Separate Sub-Trusts.............................................    2
     1.3  Trust Irrevocable...............................................    2
     1.4  Non-Alienation..................................................    2
     1.5  Acceptance by Trustee...........................................    2

ARTICLE II - General Duties of the Parties................................    3
     2.1  General Duties of the Employer and the Trustee..................    3
     2.2  Additional General Duties of Trustee............................    4

ARTICLE III - Investment, Administration and Disbursement of
     Trust Fund...........................................................    4
     3.1  Investment of Trust Fund........................................    4
     3.2  Valuation of Trust Fund.........................................    5
     3.3  Additional Investment Powers of Trustee.........................    5
     3.4  Administrative Powers of Trustee................................    6
     3.5  Dealings with Trustee...........................................    6
     3.6  Distributions from Trust Fund...................................    7

ARTICLE IV - Settlement of Accounts.......................................    9

ARTICLE V - Taxes, Expenses and Compensation of Trustee...................    9
     5.1  Taxes...........................................................    9
     5.2  Expenses and Compensation.......................................   10

ARTICLE VI - For Protection of Trustee....................................   10
     6.1  Communications with the Employer, the Administrator and
             the Participants.............................................   10
     6.2  Advice of Counsel...............................................   11
     6.3  Fiduciary Responsibility........................................   11

ARTICLE VII - Indemnity of Trustee........................................   11

ARTICLE VIII - Resignation and Removal of Trustee.........................   12
     8.1  Resignation of Trustee..........................................   12
     8.2  Removal of Trustee..............................................   13
     8.3  Successor Trustee...............................................   13



                                       -i-



                                                                          
     8.4  Transfer of Trust Fund to Successor.............................   13

ARTICLE IX - Duration and Termination of Trust and Amendment..............   13
     9.1  Duration and Termination........................................   13
     9.2  Distribution upon Termination...................................   14
     9.3  Amendment.......................................................   14

ARTICLE X - Claims of Employer's Creditors................................   14
     10.1 Insolvency of Employer..........................................   14
     10.2 Trustee's Responsibilities if Employer may be Insolvent.........   15
     10.3 Trust Recovery of Payments to Creditors.........................   15

ARTICLE XI - Adopting Entities............................................   16

ARTICLE XII - Miscellaneous...............................................   16
     12.1 Laws of the State of Texas to Govern............................   16
     12.2 Titles and Headings not to Control..............................   16
     12.3 Change of Control...............................................   16
     12.4 Successors and Assigns..........................................   17
     12.5 Controlling Document............................................   17



                                      -ii-



                           COOPER CAMERON CORPORATION
                      DEFERRED COMPENSATION TRUST AGREEMENT

     THIS AGREEMENT AND DECLARATION OF TRUST, made this 1st day of July, 1999,
by and between COOPER CAMERON CORPORATION and WACHOVIA BANK, N.A.. (hereinafter
referred to as the "Trustee").

     WHEREAS, COOPER CAMERON CORPORATION has established the COOPER CAMERON
CORPORATION SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN, the COOPER CAMERON
CORPORATION SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN and the COOPER CAMERON
CORPORATION COMPENSATION DEFERRAL PLAN (hereinafter referred to as the "Plans,"
jointly and severally) for the benefit of certain individuals who are eligible
for benefits under the terms of the Plans (such individuals being referred to
herein as the "Participants"), which Plans provide for the payment of certain
deferred compensation benefits (the "Benefits") to the Participants and the
beneficiaries of the respective Participants who may become entitled to any
payments under the terms of the Plans in the event of the Participant's death
("Beneficiaries"); and

     WHEREAS, other adopting entities may adopt the Plans (such other adopting
entities, if any, along with COOPER CAMERON CORPORATION hereinafter referred to
as the "Employer," jointly and severally); and

     WHEREAS, the Plans contemplate that the Employer will pay the entire cost
of the Benefits from its general assets; and

     WHEREAS, COOPER CAMERON CORPORATION desires to establish the COOPER CAMERON
CORPORATION DEFERRED COMPENSATION TRUST AGREEMENT (the "Trust") to aid the
Employer in meeting the obligations under the Plans; and

     WHEREAS, the Trust is intended to be a "grantor trust" with the corpus and
income of the Trust treated as assets and income of the Employer for federal
income tax purposes; and

     WHEREAS, the Employer intends that the assets of the Trust shall at all
times be subject to the claims of general creditors of the Employer as provided
in Article X; and

     WHEREAS, the Employer intends that the existence of the Trust shall not
alter the characterization of the Plans as "unfunded" for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and shall
not be construed to provide income to any Participant prior to actual payment of
Benefits under the Plans; and

     WHEREAS, under the Trust, the Trustee covenants that it will hold all
property which it may receive hereunder, IN TRUST, for the uses and purposes and
upon the terms and conditions hereinafter stated;



     NOW, THEREFORE, the parties hereto adopt this Trust Agreement, effective
          , 199  , and agree, as follows:
- ----------     --

                                    ARTICLE I

                            General Trust Provisions

     1.1 Establishment of Trust. Cooper Cameron Corporation hereby adopts the
Trust Agreement, establishing the Trust with the Trustee, consisting of such
sums of money and other property acceptable to the Trustee as from time to time
shall be paid or delivered to the Trustee by the Employer. All such money and
other property, all investments and reinvestments made therewith or proceeds
thereof and all earnings and profits thereon, less all payments and charges as
authorized herein, shall constitute the "Trust Fund." The Trust Fund shall at
all times be subject to the claims of general creditors of the Employer as
provided in Article X. No Participant or Beneficiary shall have any preferred
claim to, or any beneficial ownership interest in, any assets of the Trust Fund
prior to the time such assets are paid to such Participant or Beneficiary as
Benefits.

     1.2 Separate Sub-Trusts. Contrary provisions of the Trust notwithstanding,
except as provided in Article XI, the provisions of the Trust shall apply
separately and equally to Cooper Cameron Corporation and to each adopting entity
that has entered into this Trust Agreement pursuant to Article XI. Each Employer
shall bear the cost of providing Benefits for its own Participants and their
Beneficiaries, and the portion of the Trust Fund attributable to the
contributions of each Employer shall be available only to provide benefits to
such Employer's Participants and their Beneficiaries or to satisfy claims of
such Employer's Bankruptcy Creditors in the event such Employer becomes
Insolvent (as such terms are defined in Section 10.1).

     1.3 Trust Irrevocable. The Trust shall be irrevocable and shall be held for
the exclusive purpose of providing benefits under the Plans to Participants and
their Beneficiaries and defraying expenses of the Trust in accordance with the
provisions of this Trust Agreement. Except as provided in Sections 3.6(c) and
3.6(d) and Articles IX and X hereof, no part of the income or corpus of the
Trust Fund shall be recoverable by or for the Employer.

     1.4 Non-Alienation. No right or interest to receive benefits from the Trust
may be assigned, sold, anticipated, alienated or otherwise transferred by any
Participant or Beneficiary.

     1.5 Acceptance by Trustee. The Trustee accepts the Trust established under
this Trust Agreement on the terms and subject to the provisions set forth
herein, and it agrees to discharge and perform fully and faithfully all of the
duties and obligations imposed upon it under this Trust Agreement.

                                       -2-



                                   ARTICLE II

                          General Duties of the Parties

     2.1  General Duties of the Employer and the Trustee.

          (a) The Employer has provided or will provide the Trustee with a copy
of the Plans and shall provide the Trustee with a copy of any amendment to the
Plans promptly upon its adoption. The Plans, as of the date of execution of this
Trust Agreement, are hereby incorporated by reference into and shall form a part
of this Trust Agreement as fully as if set forth herein verbatim. Any amendment
to the Plans shall also be incorporated by reference into and form a part of
this Trust Agreement, effective as of the effective date of such amendment.
Schedule A to this Trust Agreement sets forth the name and mailing address of
each Participant entitled to receive Benefits, the Beneficiaries, if any,
designated by each Participant, and each Participant's aggregate balance
("Account Balance") in the accounts maintained under each of the Plans on his or
her behalf. Such Schedule (as amended from time to time as provided herein) is
hereinafter referred to as the "Benefit Schedule." The Employer shall be
responsible for notifying the Trustee of any changes in the information set
forth on the Benefit Schedule, including, but not limited to, the addition of
new Participants and a change in the mailing address of a Participant.

          (b) Subject to the provisions of Section 2.1(c), the Trustee shall be
charged with keeping the Benefit Schedule accurate and current, including but
not limited to, preparing by March31 of each year a completely updated Benefit
Schedule as of December31 of the immediately preceding year with such assistance
from the Employer and independent third parties as may be necessary in order to
permit distributions from the Trust Fund to be made in accordance with the
provisions of Section 3.6. The Employer shall keep accurate books and records
with respect to the eligibility of individuals to participate in the Plans and
the Benefits payable under the Plans, and shall provide such information to the
Trustee and any independent third party referred to in the immediately preceding
sentence and shall also provide access to such books and records at such time or
times as the Trustee shall reasonably request.

          (c) If, at any time, the Employer fails or refuses to give the Trustee
Participant data or access to such books and records in accordance with Section
2.1(b), the Trustee shall deliver a written request to the Employer to provide
access to books and records of the Employer and to provide such data as required
in accordance with Section 2.1(b) for the Trustee to keep the Benefit Schedule
accurate and current. If the Employer fails or refuses to comply with the
Trustee's written request pursuant to the preceding sentence prior to the
expiration of thirty days from the date of delivery thereof by the Trustee, the
Trustee shall, after ten days written notice to the Employer, immediately pay to
each Participant an amount equal to such Participant's Account Balance as set
forth on the most recent Benefit Schedule, reduced by any taxes to be withheld
pursuant to Section 3.6. Such payment shall be made in accordance with the
provisions of Section 3.6. For this purpose, the Employer shall be deemed to
have complied with the Trustee's written request if, in the Trustee's judgment,
it shall have substantially complied at the end of the thirty-day period and is
endeavoring in good faith to complete compliance without delay.

                                       -3-



          (d) The Trustee shall notify each Participant and Beneficiary of a
then deceased Participant in writing of any changes in the Benefit Schedule with
respect to such Participant or Beneficiary and shall notify all Participants and
such Beneficiaries of any failure of the Employer to provide information
required in this Section 2.1.

          (e) It is intended that Benefits payable to Participants shall be
determined under the provisions of the Plans and shall be calculated under the
provisions of the Plans as of the date of payment. Payment of Benefits shall be
based upon the amounts set forth on the Benefit Schedule only under the
circumstances set forth in Section 2.1(c). If the actual Benefits payable to a
Participant under the provisions of the Plans exceeds the amount set forth on
the Benefit Schedule which is paid pursuant to Section 2.1(c), the Employer
shall be liable for payment of the remaining portion of such Benefits.

     2.2  Additional General Duties of Trustee. The Trustee shall manage, invest
and reinvest the Trust Fund as the Trustee may determine in the exercise of its
fiduciary duties hereunder, consistent with the provisions of Article III. The
Trustee shall collect the income on the Trust Fund, and make distributions
therefrom, all as hereinafter provided.

                                  ARTICLE III

            Investment, Administration and Disbursement of Trust Fund

     3.1  Investment of Trust Fund. The following provisions shall apply with
respect to investment of the Trust Fund:

          (a) At any time prior to the occurrence of a Change of Control (as
     such term is defined in Section 12.3), the Trustee shall invest and
     reinvest the assets of the Trust Fund in accordance with the written
     directions received from time to time by the Trustee from the administrator
     established pursuant to the Plans (the "Administrator");

          (b) To the extent that the Trustee is directed by the Administrator,
     the Trustee may establish one or more separate investment accounts within
     the Trust Fund, each separate account being hereinafter referred to as an
     Investment Fund. Except as otherwise provided, the Trustee shall transfer
     to each such Investment Fund such portion of the assets of the Trust Fund
     as the Administrator directs. The Trustee shall be under no duty to
     question, and shall not incur any liability on account of following, any
     direction of the Administrator. The Trustee shall be under no duty to
     review the investment guidelines, objectives, and restrictions established,
     or the specific investment directions given by the Administrator for any
     Investment Fund, or to make suggestions to the Administrator in connection
     therewith. All interest, dividends, and other income received with respect
     to, and any proceeds received from the sale or other disposition of
     securities or other property held in, an Investment Fund shall be credited
     to and reinvested in such Investment Fund. All expenses of the Trust Fund
     which are allocable to a particular Investment Fund shall be so allocated
     and charged. The Administrator may direct the Trustee to eliminate an
     Investment Fund or Funds, and the Trustee shall

                                       -4-



     thereupon dispose of the assets of such Investment Fund and reinvest the
     proceeds thereof in accordance with the directions of the Administrator;
     and

          (c) From and after the occurrence of a Change of Control, or if the
     Administrator fails to provide the Trustee with such written directions,
     the Trustee shall have, with respect to the Trust Fund, power in its
     discretion to invest and reinvest such assets in (i) bonds, notes and
     debentures (but not including any debt instruments of the Employer, the
     Trustee or their affiliates) which are readily marketable and listed on a
     United States national securities exchange or the NASDAQ national market,
     (ii) interest-bearing deposit accounts or certificates of deposit maturing
     within one year after acquisition thereof, entered into or issued by a
     United States national or state bank or trust company having capital,
     surplus and undivided profits, at the holding company level, of at least
     $75 million, (iii) direct obligations of, and obligations fully guaranteed
     by, the United States of America or any agency of the United States of
     America which is backed by the full faith and credit of the United States
     of America (so long as such obligations shall mature within one year after
     acquisition thereof), (iv) any common, collective or commingled fund,
     including a fund maintained by the Trustee, established and maintained
     primarily for the purpose of investing and reinvesting in assets of the
     type described in (i), (ii) and (iii) above, and (v) insurance contracts
     issued by one or more insurance companies. Further, notwithstanding the
     provisions of the preceding sentence, after the occurrence of a Change of
     Control or in the event the Administrator fails to provide the Trustee with
     written directions pursuant to the first sentence of this Section, the
     Trustee shall have the power in its discretion to retain, maintain,
     continue, sell, or take any other actions relative to any assets then held
     in the Trust Fund.

     3.2  Valuation of Trust Fund. As soon as practicable after December 31 of
each year and as of such other dates as may be specified by the Employer or the
Administrator, the Trustee shall report to the Employer and the Administrator
the assets held in the Trust Fund as of such day and shall determine and include
in such report the fair market value as of such day of each such asset. In
determining such fair market values, the Trustee shall use such market
quotations and other information as are available to it and may in its
discretion be appropriate. The report of any such valuation shall not constitute
a representation by the Trustee that the amounts reported as fair market values
would actually be realized upon the liquidation of the Trust Fund. The Trustee
shall not be accountable to the Employer or to any other person on the basis of
any such valuation, but its accountability shall be in accordance with the
provisions of Article IV hereof.

     3.3  Additional Investment Powers of Trustee. Subject to the provisions of
Sections 3.1, 3.6 and 9.2 hereof, the Trustee shall have, with respect to the
Trust Fund, the power in its discretion:

          (a) To retain any property at any time received by it;

          (b) To sell, exchange, convey, transfer or dispose of, and to grant
     options for the purchase or exchange with respect to, any property at any
     time held by it; and

                                       -5-



          (c) To register and carry any securities or any other property in the
     name of the Trustee, or in the name of the nominee of the Trustee (or to
     hold any such property unregistered) without increasing or decreasing the
     fiduciary liability of the Trustee, and to exercise any option, right or
     privilege to convert any convertible securities, including shares or
     fractional shares of the Trustee so long as the conversion privilege is
     offered pro rata to all shareholders.

     3.4  Administrative Powers of Trustee. The Trustee shall have the power in
its discretion:

          (a) To exercise all voting rights with respect to the shares of stock
     held in the Trust Fund and to grant proxies, discretionary or otherwise;

          (b) To cause any shares of stock to be registered and held in the name
     of one or more of its nominees, or one or more nominees of any system for
     the central handling of securities, without increase or decrease of
     liability;

          (c) To collect and receive any and all money and other property due to
     the Trust Fund and to give full discharge therefor;

          (d) Subject to the provisions of Section 3.6 hereof: to settle,
     compromise or submit to arbitration any claims, debts or damages due or
     owing to or from the Trustee; to commence or defend suits or legal
     proceedings to protect any interest of the Trust; and to represent the
     Trust in all suits or legal proceedings in any court or before any other
     body or tribunal;

          (e) To organize under the laws of any state a corporation or limited
     liability company for the purpose of acquiring and holding title to any
     property which it is authorized to acquire under this Trust Agreement and
     to exercise with respect thereto any or all of the powers set forth in this
     Trust Agreement;

          (f) To determine how all receipts and disbursements shall be credited,
     charged or apportioned as between income and principal;

          (g) To determine the amount and time of Benefit payments in accordance
     with Section 3.6; and

          (h) Generally to do all acts, whether or not expressly authorized,
     which the Trustee may deem necessary or desirable for the protection of the
     Trust Fund.

     3.5  Dealings with Trustee. Persons dealing with the Trustee shall be under
no obligation to see to the proper application of any money paid or property
delivered to the Trustee or to inquire into the Trustee's authority as to any
transaction.

                                       -6-



     3.6  Distributions from Trust Fund.

          (a) Except as set forth in Section 3.6(c), Section 3.6(d), Section 9.2
and Article X hereof, distributions from the Trust Fund shall be made by the
Trustee to the Participants and Beneficiaries at the times and in the amounts
set forth in the Plans and, to the maximum extent permitted by applicable law,
the Trustee shall be fully protected in so doing. Any amounts so paid shall be
reduced by the amount of any federal, state, or local income or other taxes that
may be required by law to be withheld or paid by the Trustee and the Trustee
shall pay such amounts to the appropriate governmental authorities; provided,
however, that the Employer, the Administrator, the Participants, and the
Beneficiaries shall provide the Trustee with all of the information necessary
for the Trustee to determine the amount of such taxes required to be withheld or
paid by the Trustee and the Trustee shall be fully protected in relying upon
such information. Notwithstanding any provision of this Trust Agreement to the
contrary, the Employer shall be obligated to pay the Benefits. To the extent
that the Trust Fund is not sufficient to pay any Benefit when due, the Employer
shall pay such Benefit directly. In the event Benefits are due to more than one
Participant or Beneficiary on the same date and the Trust Fund is not sufficient
to pay all such Benefits, the Trust Fund shall be applied pro rata among such
Participants and Beneficiaries on the basis of the Benefits due to be paid such
individuals on such date. Nothing in this Trust Agreement shall relieve the
Employer of its liabilities to pay Benefits except to the extent such
liabilities are met by application of Trust Fund assets.

          (b) Prior to the occurrence of a Change of Control, the Administrator
shall direct the Trustee in writing as to the time and amount of Benefits to be
distributed to the Participants and Beneficiaries. From and after the occurrence
of a Change of Control, a Participant or Beneficiary who believes that he or she
is entitled to Benefits may apply in writing directly to the Trustee for payment
of such Benefits. Such application shall advise the Trustee of the circumstances
which entitle such Participant or Beneficiary to payment of such Benefits. The
Trustee shall, in such case, reach its own independent determination as to the
Participant's or Beneficiary's entitlement to Benefits, even though the Trustee
may be informed from another source (including the Employer or the
Administrator) that payments are not due under the Plans. If the Trustee so
desires, it may, in its sole discretion, make such additional inquiries and/or
take such additional measures as it deems necessary in order to enable it to
determine whether Benefits are due and payable, including, but not limited to,
interviewing appropriate persons, requesting affidavits, soliciting oral or
written testimony under oath, or holding a hearing or other proceeding. After
the occurrence of a Change of Control, the Trustee shall determine whether
Benefits are payable as promptly as possible.

          (c) At any time and from time to time, the Administrator may direct
the Trustee in writing to distribute to the Employer cash held by the Trustee as
part of the Trust Fund in an amount equal to the Benefits accrued under the
Plans that have been forfeited under the terms of the Plans. As soon as
practicable after receipt of such a direction and, if such direction is received
by the Trustee after the occurrence of a Change of Control, the Trustee's
independent determination that such benefits have, in fact, been forfeited in
accordance with the terms of the Plans, the Trustee shall distribute such amount
to the Employer.

                                       -7-



          (d) At any time and from time to time prior to the occurrence of a
Change of Control, the Employer may apply in writing to the Trustee for a
distribution by the Trustee to the Employer of assets held by the Trustee as
part of the Trust Fund ("Trust Assets") in an amount (the "Refund Amount") equal
to or less than the difference, if any, between (i) the Net Fair Market Value of
the Trust Assets (as such term is hereinafter defined) as of the last day of the
month coincident with or immediately preceding the date of such application, and
(ii) the aggregate Account Balances for all Participants and Beneficiaries as of
such date. Such application shall advise the Trustee of the manner in which the
Refund Amount was calculated. Upon the receipt of such an application from the
Employer, the Trustee shall reach its own independent determination as to the
Employer's entitlement to the Refund Amount, even though the Trustee may be
informed from another source (including a Participant) that the Employer is not
entitled to the Refund Amount. If the Trustee so desires, it may, in its sole
discretion, make such additional inquiries and/or take such additional measures
as it deems necessary in order to enable it to determine whether the Employer is
entitled to the Refund Amount, including, but not limited to, interviewing
appropriate persons, requesting affidavits, soliciting oral or written testimony
under oath, or engaging such independent third parties as the Trustee may deem
necessary to assist in making such determination. The Trustee shall determine
whether the Employer is entitled to all or any portion of the Refund Amount as
promptly as possible. If the Trustee determines that the Employer is entitled to
all or any portion of the Refund Amount, then the Trustee shall distribute such
amount to the Employer in cash or in kind as determined by the Trustee in its
sole discretion. As used herein, the term "Net Fair Market Value of the Trust
Assets" shall mean the fair market value of the Trust Assets, as determined by
the Trustee in its sole discretion, reduced by all liabilities of the Trust,
whether or not such liabilities are secured by any or all of the Trust Assets,
other than liabilities to Participants or Beneficiaries under the Plans. In
determining such fair market value, the Trustee shall use such market quotations
and other information as are available to it and may in its discretion be
appropriate. The determination of the Net Fair Market Value of the Trust Assets
by the Trustee shall not constitute a representation by the Trustee that the
amounts reported as fair market values would actually be realized upon the
liquidation of the Trust Assets. The Trustee shall not be accountable to the
Employer or to any other person, including the Participants or Beneficiaries, on
the basis of any such valuation except as otherwise provided in this Trust
Agreement.

          (e) The Trustee may engage its own counsel or other experts to assist
it in making its determination under Section 3.6(a), (b), (c) or (d) hereof. The
cost of such counsel or other expert assistance, and any other costs reasonably
incurred by the Trustee in making such determination, shall be borne by the
Employer. If the Employer fails to pay any such costs when due, the Trustee may
use the assets of the Trust Fund to pay them as provided in Section 5.2.

          (f) The Trustee shall not itself commence any legal action, whether in
the nature of an interpleader action, request for declaratory judgment or
otherwise, requesting a court to make a determination under Section 3.6(a), (b),
(c) or (d) hereof in the Trustee's stead without first using its best efforts to
make such determination.

                                       -8-



          (g) Notwithstanding any other provision of this Trust Agreement, if
any amounts held in the Trust are found in a "determination" (within the meaning
of Section 1313(a) of the Internal Revenue Code of 1986) to have been includible
in gross income of a Participant or Beneficiary prior to payment of such amounts
from the Trust, the Trustee shall, as soon as practicable, pay such amounts to
such Participant or Beneficiary, as applicable, (but not in excess of such
Participant's or Beneficiary's Account Balance at the time of such payment). For
purposes of this Section 3.6, the Trustee shall be entitled to rely on an
affidavit by a Participant or Beneficiary, as applicable, and a copy of the
determination to the effect that a determination described in the preceding
sentence has occurred.

                                   ARTICLE IV

                             Settlement of Accounts

     The Trustee shall keep full accounts of all of its receipts and
disbursements. Its books and records with respect to the Trust Fund shall be
open to inspection by the Employer, any Participant or any Beneficiary of a
deceased Participant or their representatives at all times during business hours
of the Trustee. Within sixty days after December31 of each year, or any
termination of the duties of the Trustee, the Trustee shall prepare, sign and
mail to the Employer and the Administrator an account of its acts and
transactions as Trustee hereunder. If, within sixty days after the mailing of
the account or any amended account, the Employer and the Administrator have not
filed with the Trustee notice of any objection to any act or transaction of the
Trustee, the account or amended account shall become an account stated. If any
objection has been filed, and if the objecting party is satisfied that it should
be withdrawn or if the account is adjusted to the objecting party's
satisfaction, the objecting party shall in writing filed with the Trustee
signify its approval of the account and it shall become an account stated. When
an account becomes an account stated, such account shall be finally settled, and
the Trustee shall be completely discharged and released, as if such account had
been settled and allowed by a judgment or decree of a court of competent
jurisdiction in an action or proceeding in which the Trustee, the Employer and
the Administrator were parties. The Trustee, the Employer or the Administrator
shall have the right to apply at any time to a court of competent jurisdiction
for judicial settlement of any account of the Trustee not previously settled as
hereinabove provided. In any such action or proceeding it shall be necessary to
join as parties the Trustee, the Employer and the Administrator and any judgment
or decree entered therein shall be conclusive upon all such parties.

                                   ARTICLE V

                   Taxes, Expenses and Compensation of Trustee

     5.1  Taxes. The Employer agrees that all income, deductions and credits of
the Trust Fund belong to it as owner for income tax purposes and will be
included on the Employer's income tax returns. The Employer shall from time to
time pay taxes (references in this Trust Agreement to the payment of taxes shall
include interest and applicable penalties) of any and all kinds whatsoever which
at any time are lawfully levied or assessed upon or become payable in

                                       -9-



respect of the Trust Fund, the income or any property forming a part thereof, or
any security transaction pertaining thereto. To the extent that any taxes levied
or assessed upon the Trust Fund are not paid by the Employer or contested by the
Employer pursuant to the last sentence of this Section 5.1, the Trustee shall
pay such taxes out of the Trust Fund and the Employer shall upon demand by the
Trustee deposit into the Trust Fund an amount equal to the amount paid from the
Trust Fund to satisfy such tax liability. If requested by the Employer, the
Trustee shall, at Employer expense, contest the validity of such taxes in any
manner deemed appropriate by the Employer or its counsel, but only if it has
received an indemnity bond or other security satisfactory to it to pay any
expenses of such contest. Alternatively, the Employer may itself contest the
validity of any such taxes, but any such contest shall not affect the Employer's
obligation to reimburse the Trust Fund for taxes paid from the Trust Fund.

     5.2  Expenses and Compensation. The Trustee shall be paid compensation by
the Employer as the Employer and the Trustee may from time to time agree. The
Trustee shall be reimbursed by the Employer for its reasonable expenses of
management and administration of the Trust, including reasonable compensation of
counsel and any agent engaged by the Trustee to assist it in such management and
administration. In the event that the Employer shall fail or refuse to make such
reimbursement upon demand, the Trustee may satisfy such obligations out of the
assets of the Trust Fund; in that event, the Employer shall immediately upon
demand by the Trustee deposit into the Trust Fund a sum equal to the amount paid
by the Trust Fund for such fees and expenses.

                                   ARTICLE VI

                            For Protection of Trustee

     6.1  Communications with the Employer, the Administrator and the
Participants.

          (a) The Employer shall certify to the Trustee the name or names of any
person or persons authorized to act for the Employer. Cooper Cameron Corporation
shall also certify the name or names of any person or persons authorized to act
for the Administrator. Such certifications shall be signed by the President or a
Vice President and the Secretary or an Assistant Secretary of the Employer.
Until the Employer notifies the Trustee, in a similarly signed notice, that any
such person is no longer authorized to act for the Employer or for the
Administrator, as applicable, the Trustee may continue to rely upon the
authority of such person.

          (b) The Trustee may rely upon any certificate, notice or direction of
the Employer or the Administrator which the Trustee reasonably believes to have
been signed by a duly authorized officer or agent of the Employer or the
Administrator, as applicable.

          (c) Communications to the Trustee shall be sent in writing to its
principal address, Attention:Legal Department, or to such other address as the
Trustee may specify. No communication shall be binding upon the Trust Fund or
the Trustee until it is received by the Trustee and unless it is in writing and
signed by an authorized person.

                                      -10-



          (d) Communications to the Employer shall be sent in writing to the
Employer at 515 Post Oak Boulevard, Suite 1200, Houston, Texas 77027,
Attention:General Counsel, or to such other address as the Employer may specify
in writing to the Trustee. Communications to the Administrator shall be sent in
writing to the Employer's address, Attention:Deferred Compensation
Administrator. Communications to a Participant or Beneficiary shall be sent in
writing to the address of such person as stated on the Benefit Schedule, or to
such other address as such person may specify in writing to the Trustee. No
communication shall be binding upon the Employer, the Administrator, or a
Participant or Beneficiary until it is received by such person.

     6.2  Advice of Counsel. The Trustee may consult with any legal counsel with
respect to the construction of this Trust Agreement, its duties hereunder or any
act which it proposes to take or omit, and shall not be liable for any action
taken or omitted in good faith pursuant to such advice. Expenses of such counsel
shall be deemed to be expenses of management and administration of the Trust
within the meaning of Section 5.2 hereof.

     6.3  Fiduciary Responsibility.

          (a) The Trustee shall discharge its duties under this Trust Agreement
in effectuating the Plans in a manner consistent with the objectives of this
Trust Agreement and the Plans. The Trustee shall not be liable for any loss
sustained by the Trust Fund by reason of the purchase, retention, sale or
exchange of any investment in good faith and in accordance with the provisions
of this Trust Agreement. The Trustee shall have no responsibility or liability
for any failure of the Employer to make contributions to the Trust Fund or for
any insufficiency of assets in the Trust Fund to pay Benefits when due. The
Trustee shall not be liable hereunder for any act taken or omitted to be taken
in good faith, except, prior to a Change of Control (as such term is defined in
Section 12.3), for its own negligence with respect to material matters or
intentional misconduct, or, after a Change of Control, for its own gross
negligence or intentional misconduct.

          (b) The Trustee's duties and obligations shall be limited to those
expressly imposed upon it by this Trust Agreement.

          (c) The Employer at any time may employ as agent (to perform any act,
keep any records or accounts, or make any computations required of the Employer
or the Administrator by this Trust Agreement or the Plans) the individual,
corporation or association serving as Trustee hereunder. Nothing done by said
individual, corporation or association as such agent shall affect its
responsibilities or liability as Trustee hereunder.

                                  ARTICLE VII

                              Indemnity of Trustee

          The Employer hereby indemnifies and holds the Trustee harmless from
and against any and all losses, damages, costs, expenses or liabilities (herein,
"Liabilities"), including reasonable attorneys' fees and other costs of
litigation, to which the Trustee may become subject pursuant to, arising out of,
occasioned by, incurred in connection with or in any way associated with this

                                      -11-



Trust Agreement, except for any act or omission constituting negligence or
misconduct of the Trustee. If one or more Liabilities shall arise, or if the
Employer fails to indemnify the Trustee as provided herein, or both, then the
Trustee may engage counsel of the Trustee's choice, but at the Employer's
expense, either to conduct the defense against such Liabilities or to conduct
such actions as may be necessary to obtain the indemnity provided for herein, or
to take both such actions. The Trustee shall notify the Employer within fifteen
days after the Trustee has so engaged counsel of the name and address of such
counsel. If the Trustee shall be entitled to indemnification by the Employer
pursuant to this Article VII and the Employer shall not provide such
indemnification upon demand, the Trustee may apply assets of the Trust Fund in
full satisfaction of the obligations for indemnity by the Employer, and any
legal proceeding by the Trustee against the Employer for such indemnification
shall be on behalf of the Trust. Notwithstanding anything contained herein, the
indemnity provided in this Article VII shall survive the term of this Trust
Agreement.

                                  ARTICLE VIII

                       Resignation and Removal of Trustee

     8.1  Resignation of Trustee. The Trustee may resign upon sixty days' prior
written notice to the Board of Directors of Cooper Cameron Corporation (the
"Board"), the Administrator, each Participant and each Beneficiary of a deceased
Participant, except that any such resignation shall not be effective until the
Board have appointed in writing a successor trustee, which must be a bank, trust
company, or an individual, and such successor has accepted the appointment in
writing; provided, however, that if such appointment is to become effective at
any time after the occurrence of a Change of Control, then the consent of a
majority of the Participants to the appointment of such successor trustee must
be obtained. For all purposes of this Trust Agreement where the consent of a
majority of the Participants is required, the determination of majority consent
shall be based upon receiving the consent of any combination of Participants
whose sum of Account Balances as of the time of determination is greater than
fifty percent of the sum of Account Balances for all Participants at such time,
rather than upon receiving the consent of a majority of the number of
Participants. For purposes of this determination, Beneficiaries of deceased
Participants shall be considered Participants. The Board shall make a good faith
effort, following receipt of notice of resignation from the Trustee, to find and
appoint a successor Trustee who will adhere to the obligations imposed on such
successor under the terms of this Trust Agreement, and in particular, but
without limitation, the obligation to exercise judgment independent of the
Employer in the circumstances described in Section 3.6 hereof. The appointment
of a successor trustee shall also be conditioned upon obtaining from such
successor a written statement that the successor has read the Trust Agreement
and understands its obligations thereunder. If the consent of a majority of the
Participants is required for the appointment of a successor Trustee, then the
Trustee shall be responsible for securing such Participant consents in a timely
fashion and, unless ordered by a court of competent jurisdiction, shall not
reveal to the Board, the Administrator or any other person any information
concerning such consents, except whether the required majority has been
achieved. Any notice sent to Participants by the Trustee canvassing the
Participants as to their consent to a successor trustee, shall include the name
and address of the proposed successor trustee. Any consent of a Participant
required under this Section 8.1 shall be deemed given if no

                                      -12-



written objection is received by the Trustee from such Participant within
fourteen days after request for such consent is sent postpaid by United States
registered or certified mail with return receipt requested to such Participant.

     8.2  Removal of Trustee. The Board may remove the Trustee upon sixty days'
prior written notice to the Trustee, the Administrator, each Participant and
each Beneficiary of a deceased Participant, except that any such removal shall
not be effective until the close of such notice period and (a) delivery by the
Board to the Trustee of an instrument in writing appointing a successor trustee
meeting the requirements of Section 8.1, and (b) an acceptance of such
appointment in writing executed by such successor. Notwithstanding the
provisions of the preceding sentence, if such appointment of a successor trustee
is to become effective at any time after the occurrence of a Change of Control,
then the removal of the Trustee and the appointment of a successor trustee shall
not be effective until the Trustee has received the consent of a majority of the
Participants (as determined in accordance with the provisions of Section 8.1
hereof) to such removal and such appointment. Upon the receipt by the Trustee of
a written notice of removal, the Trustee shall be responsible for securing the
Participant consents (if such consents are required pursuant to the preceding
provisions of this Section 8.2) in a timely fashion and, unless ordered by a
court of competent jurisdiction, shall not reveal to the Board, the
Administrator or any other person any information concerning such consents,
except whether the required majority has been achieved. Any notice sent to
Participants by the Trustee canvassing the Participants as to their consent to
removal of the Trustee and the appointment of a proposed successor trustee,
shall include the name and address of the proposed successor trustee. Any
consent of a Participant required under this Section 8.2 shall be deemed given
if no written objection is received by the Trustee from such Participant within
fourteen days after request for such consent is sent postpaid by United States
registered or certified mail with return receipt requested to such Participant.

     8.3  Successor Trustee. All of the provisions set forth herein with respect
to the Trustee shall relate to each successor with the same force and effect as
if such successor had been originally named as the Trustee hereunder.

     8.4  Transfer of Trust Fund to Successor. Upon the resignation or removal
of the Trustee and appointment of a successor, the Trustee shall transfer and
deliver the Trust Fund to such successor. Following the effective date of the
appointment of the successor, the Trustee's responsibility hereunder shall be
limited to managing the assets in its possession and transferring such assets to
the successor, and settling its final account. Neither the Trustee nor the
successor shall be liable for the acts of the other.

                                   ARTICLE IX

                 Duration and Termination of Trust and Amendment

     9.1  Duration and Termination. The Trust is hereby declared to be
irrevocable and shall continue until (a) all payments required by Section 3.6
have been made or (b) until the Trust Fund contains no assets and retains no
claims to recover assets from the Employer or any other person or entity,
whichever shall first occur. Notwithstanding the preceding provisions of this
Section 9.1, unless earlier terminated, the Trust shall terminate twenty-one
(21) years after

                                      -13-



the death of the last to die of all of the Participants and their issue living
on the date of execution of this Trust Agreement; provided, however, that if at
that time the Trust may be continued in force without violating the rule against
perpetuities or any other law of the State of Texas, then the Trust shall remain
in effect until otherwise terminated as provided hereunder.

     9.2  Distribution upon Termination. If this Trust terminates under the
provisions of Section 9.1, the Trustee shall liquidate the Trust Fund and, after
its final account has been settled as provided in Article IV, shall distribute
to the Employer the net balance of any assets of the Trust remaining after all
expenses have been paid and all Benefits, whether or not due and payable under
the terms of the Plans on the date of such termination, have been paid to the
Participants and Beneficiaries. Upon making such distribution, the Trustee shall
be relieved from all further liability. The powers of the Trustee hereunder
shall continue so long as any assets of the Trust Fund remain in its hands.

     9.3  Amendment. The Board may from time to time amend, in whole or in part,
any or all of the provisions of this Trust Agreement; provided, however, that
(a) no amendment will be made to this Trust Agreement or the Plans which will
cause this Trust Agreement, the Plans or the assets of the Trust Fund to be
governed by or subject to Part 2, 3 or 4 of Title I of ERISA, (b) no such
amendment shall adversely affect any Benefits to the date of such amendment in
respect of any Participant or Beneficiary or the amount of assets of the Trust
Fund available to pay such Benefits, (c) no such amendment shall purport to
alter the irrevocable character of the Trust established under this Trust
Agreement, (d) no such amendment shall increase the duties or responsibilities
of the Trustee unless the Trustee consents thereto in writing, and (e) after the
occurrence of a Change of Control, no amendment will be made to this Trust
Agreement without the consent of a majority of the Participants (as determined
pursuant to the provisions of Section 8.1 hereof). Upon receipt of a request
from the Board for an amendment which requires the consent of a majority of the
Participants, the Trustee shall be responsible for securing Participant consents
in a timely fashion, and unless ordered by a court of competent jurisdiction,
shall not reveal to the Board, the Administrator or any other person any
information concerning such consents, except whether the required majority has
been achieved. Any consent of a Participant required under this Section 9.3
shall be deemed given if no written objection is received by the Trustee from
such Participant within fourteen days after request for such consent is sent
postpaid by United States registered or certified mail with return receipt
requested to such Participant. This Trust Agreement may be amended, to the
extent permitted in this Section 9.3, by an instrument in writing executed on
behalf of Cooper Cameron Corporation by its authorized representatives, consents
to which instrument have been obtained from the required majority of
Participants if such consents are required.

                                   ARTICLE X

                         Claims of Employer's Creditors

     10.1 Insolvency of Employer. As used in this Article X, the Employer shall
be deemed to be "Insolvent" if (a) the Employer is unable to pay its debts as
they come due, or (b) the Employer is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code (or any successor federal
statute). In the event that the Employer shall be deemed

                                      -14-



Insolvent, the assets of the Trust Fund shall be held for the benefit of the
general creditors of the Employer (hereinafter referred to as "Bankruptcy
Creditors").

     10.2 Trustee's Responsibilities if Employer may be Insolvent.

          (a) If at any time the Employer or a person claiming to be a creditor
of the Employer alleges in writing to the Trustee that the Employer has become
Insolvent, the Trustee shall within thirty days independently determine whether
the Employer is Insolvent and, pending such determination, the Trustee shall
discontinue any payment of Benefits under the Plans and this Trust Agreement and
shall hold the Trust Fund for the benefit of Bankruptcy Creditors. As a
condition of being a Participant of the Plans and this Trust Agreement, each
Participant hereby waives his priority credit position, if any, under applicable
state law. The Trustee shall resume payments of Benefits under the Plans and
this Trust Agreement in accordance with Section 3.6 hereof only after the
Trustee has determined that the Employer is not Insolvent (or is no longer
Insolvent, if the Trustee initially determined the Employer to be Insolvent) or
upon receipt of an order of a court of competent jurisdiction requiring such
payments. The Employer, by its chief executive officer and its Board of
Directors, shall further be obligated to give the Trustee prompt notice in
writing in the event that the Employer becomes Insolvent, with the same
consequences as provided in the preceding two sentences. In determining whether
the Employer is Insolvent, the Trustee may rely conclusively upon, and shall be
protected in relying upon, court records showing that the Employer is Insolvent,
or a current report or statement from a nationally recognized credit reporting
agency showing that the Employer is Insolvent. For purposes of this Trust
Agreement, knowledge and information concerning the Employer which is not in the
possession of the Trustee, or its employees, shall not be imputed to the
Trustee. The Trustee shall have no duty or obligation to ascertain whether the
Employer is Insolvent unless and until it receives a writing that the Employer
is Insolvent as described in the first or third sentence of this Section
10.2(a).

          (b) If the Trustee determines that the Employer is Insolvent, the
Trustee shall hold the assets of the Trust Fund for the benefit of the
Bankruptcy Creditors, and shall disburse the assets of the Trust Fund to satisfy
such claims as a court of competent jurisdiction shall direct.

          (c) If the Trustee discontinues payment of Benefits pursuant to
Section 10.2(a) and subsequently resumes such payments, the first payment to a
Participant or Beneficiary following such discontinuance shall include an
aggregate amount equal to the difference between the payments that would have
been made to such Participant or Beneficiary, as applicable, under this Trust
Agreement but for this Section 10.2 and the aggregate payments actually made to
such Participant or Beneficiary, as applicable, by the Employer pursuant to the
Plans during any such period of discontinuance. In the event that upon
resumption of payments pursuant to the preceding sentence, the assets of the
Trust Fund are insufficient to pay Benefits in full, Benefit payments to the
affected Participants and Beneficiaries shall be prorated so as to equitably
apportion the assets of the Trust Fund among all affected Participants and
Beneficiaries in proportion to their Benefits.

     10.3 Trust Recovery of Payments to Creditors. In the event that at any time
an amount is paid from the Trust Fund to Bankruptcy Creditors of the Employer,
the Trustee shall

                                      -15-



demand that the Employer deposit into the Trust Fund a sum equal to the amount
paid by the Trust Fund to such Bankruptcy Creditors and, if such payment is not
made within ninety days of such demand, the Trustee shall take such action as it
deems prudent or advisable to recover payment.

                                   ARTICLE XI

                                Adopting Entities

     It is contemplated that subsidiaries of Cooper Cameron Corporation that
have adopted any of the Plans may adopt this Trust Agreement and thereby become
the Employer. Any such entity, whether or not presently existing, may become a
party hereto by appropriate action of its officer without the need for approval
of its board of directors or noncorporate counterpart or of the Board. The
provisions of the Trust Agreement shall apply separately and equally to each
Employer and its Participants and their Beneficiaries in the same manner as is
expressly provided for Cooper Cameron Corporation and its Participants and their
Beneficiaries, except that (a) the power to appoint or otherwise affect the
Trustee or the Administrator and the power to amend the Trust Agreement shall be
exercised by the Board alone, and (b) the determination of whether a Change of
Control has occurred shall be based upon Cooper Cameron Corporation alone.

                                   ARTICLE XII

                                  Miscellaneous

     12.1 Laws of the State of Texas to Govern. This Trust Agreement and the
Trust hereby created shall be construed and regulated by the laws of the State
of Texas.

     12.2 Titles and Headings not to Control. The titles to Articles and
headings of Sections in this Trust Agreement are placed herein for convenience
of reference only and, in case of any conflict, the text of this Trust
Agreement, rather than such titles or headings, shall control.

     12.3 Change of Control. As used in this Trust Agreement, the term "Change
of Control" shall mean a change of control of Cooper Cameron Corporation of a
nature that would be required to be reported (assuming such event has not been
"previously reported") in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934; provided that,
without limitation, a Change of Control shall be deemed to have occurred at such
time as (i) any "person" within the meaning of Section 14(d) of the Securities
Exchange Act of 1934 is or becomes the beneficial owner, directly or indirectly,
of securities of Cooper Cameron Corporation representing 20% or more of the
combined voting power of Cooper Cameron Corporation's then outstanding
securities, or (ii) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof unless the election, or the nomination
for election by Cooper Cameron Corporation's shareholders, of each new director
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period. Cooper Cameron
Corporation, by its chief executive officer and its Board of Directors, shall be
obligated to give the Trustee prompt notice in writing of the occurrence of a
Change of Control. In the event the Trustee receives such a notice or if at any
time a Participant or a

                                      -16-



Beneficiary of a deceased Participant alleges in writing to the Trustee that a
Change of Control has occurred, the Trustee shall within thirty days
independently determine whether a Change of Control has occurred and, pending
such determination, the Trustee shall assume that a Change of Control has
occurred for all purposes of this Trust Agreement and the Plans. The Trustee
shall have no duty or obligation to ascertain whether a Change of Control has
occurred unless it receives a written notice as described in either of the
preceding two sentences. In determining whether a Change of Control has
occurred, the Trustee may, in its sole discretion, make such additional
inquiries and/or take such additional measures as it deems necessary, including,
but not limited to, interviewing appropriate persons, requesting affidavits,
soliciting oral or written testimony under oath, or engaging such independent
third parties as the Trustee may deem necessary to assist in making such
determination. Notwithstanding the foregoing, if at any time Cooper Cameron
Corporation notifies the Trustee in writing that the Trustee should interpret
this Trust Agreement and the Plans as if a Change of Control had occurred, then
for all purposes of this Trust Agreement and the Plans, the Trustee shall so
interpret this Trust Agreement and the Plans. Once the notice described in the
preceding sentence is received by the Trustee, it may not be rescinded by Cooper
Cameron Corporation

     12.4 Successors and Assigns. This Trust Agreement may not be assigned by
either party without the prior written consent of the other, and any purported
assignment without such prior written consent shall be null and void. This Trust
Agreement shall be binding upon the successors and permitted assigns of each
party hereto.

     12.5 Controlling Document. Should an inconsistency or conflict exist
between the specific terms of this Trust Agreement and those of the Plans, then
the relevant terms of this Trust Agreement shall govern and control.

     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be executed as of the day and year first above written.

                                           COOPER CAMERON CORPORATION


                                           By:       /s/ Franklin Myers
                                               ---------------------------------
                                               Name:  Franklin Myers
                                               Title: Sr. Vice President


                                           Wachovia Bank, N.A. , Trustee


                                           By:        /s/ Joe O. Long
                                               ---------------------------------
                                               Name:  Joe O. Long
                                               Title: SVP/Group Executive

                                      -17-



                                BENEFITS SCHEDULE

                                  [TO BE ADDED]

                                      -18-

EX-5.1

[Cooper Cameron Corporation Letterhead]

                                                                     Exhibit 5.1

                                  June 12, 2003

Cooper Cameron Corporation
1333 West Loop South, Suite 1700
Houston, TX 77027

Gentlemen:

     I am the General Counsel for Cooper Cameron Corporation, a Delaware
corporation (the "Company"), and have acted in such capacity in connection with
the approval by the Board of Directors of the Company of the Cooper Cameron
Corporation Compensation Deferral Plan, as amended, the Cooper Cameron
Corporation Supplemental Excess Defined Contribution Plan, as amended, and the
2003 Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan
(the "Plans"), and the registration by the Company under the Securities Act of
1933, as amended, (the "Securities Act") of the Deferred Compensation
Obligations and the Supplemental Excess Defined Contribution Obligations of the
Company under the Plan (the "Obligations").

     In connection therewith, I have examined originals or copies certified or
otherwise identified to my satisfaction of the (i) Amended and Restated
Certificate of Incorporation of the Company, (ii) the Second Amended and
Restated By-laws of the Company, (iii) the Registration Statement on Form S-8 to
be filed herewith with the Securities and Exchange Commission (the "SEC") under
the Securities Act (together with all exhibits thereto), (iv) the Plans; (v) the
Trust Agreement with Wachovia Bank and (vi) certain resolutions of the Board of
Directors of the Company relating to the Plans, the Trust Agreement and the
Obligations. I have also examined certificates of public officials, statutes and
such other documents and instruments as I have deemed necessary or appropriate
for the expression of the opinions contained herein.

     I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.

     Based upon the foregoing, and having a regard for such legal considerations
     as I have deemed relevant, I am of the opinion that (i) the Company has
     been duly incorporated and is validly existing in good standing under the
     laws of the State of Delaware, (ii) the Plans and the Trust Agreement have
     been duly and validly approved by the Company, and (iii) the Deferred
     Compensation Obligations and the Supplemental Excess Defined Contribution
     Obligations have been duly and validly authorized by the Company.



Cooper Cameron Corporation
June 12, 2003
Page 2

     I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                                 Very truly yours,


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

EX-23.2

                                                                    Exhibit 23.2

                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (Form S-8) pertaining to the
Cooper Cameron Corporation Compensation Deferral Plan, the Cooper Cameron
Corporation Supplemental Excess Defined Contribution Plan and the 2003 Cooper
Cameron Corporation Supplemental Excess Defined Contribution Plan and to the
incorporation by reference therein of our report dated January 27, 2003, with
respect to the consolidated financial statements of Cooper Cameron Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 2002, filed with the Securities and Exchange Commission.


                                                           /s/ Ernst & Young LLP
                                                           ---------------------
                                                           ERNST & YOUNG LLP

Houston, Texas
June 13, 2003