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