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