AMENDED AND RESTATED
COOPER CAMERON CORPORATION
(hereinafter called the "Corporation")
Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County
of New Castle, State of Delaware or at such other place within the State of Delaware as the Board of Directors
of the Corporation (the "Board of Directors") may at any time and from time to time designate.
Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the
State of Delaware as the Board of Directors may at any time and from time to time determine.
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose
shall be held at such time and place, either within or without the State of Delaware, as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of
Section 2. Annual Meetings. The annual meetings of stockholders shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote a Board of Directors and transact such other business as
may properly be brought before the meeting. Except as otherwise required by law, written notice of the annual
meeting stating the place, date and hour of the meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such meeting at such address as shall
appear on the books of the Corporation.
Section 3. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), special meetings of stockholders, for any purpose or purposes,
may be called by (