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");
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 ___ day of __________________, 19____.