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");
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 wh