Sample Business Contracts

COOPER CAMERON CORPORATION

RETIREMENT SAVINGS PLAN

As Amended and Restated

Effective May 1, 2003

COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

(i)

(ii)

(iii)

COOPER CAMERON CORPORATION

RETIREMENT SAVINGS PLAN

     WHEREAS, Cooper Cameron Corporation (the "Company") has heretofore adopted the Cooper Cameron Corporation Retirement Savings Plan, hereinafter referred to as the "Plan," for the benefit of certain of its employees; and

     WHEREAS, the Company desires to restate the Plan and to amend the Plan in several respects, intending thereby to provide an uninterrupted and continuing program of benefits;

     NOW, THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as of May 1, 2003, except as otherwise indicated herein.

ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1 Definitions

The following words and phrases as used herein shall have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

     (1) The term "Addendum" shall mean the overriding provisions which are applicable to certain Employees in accordance with the provisions of Section 16.8 and which shall constitute for all purposes a part of the Plan and in the event of conflict with any other provision of the Plan shall control.

     (2) The term "Affiliate" shall mean any member of a controlled group of corporations (as determined under Section 414(b) of the Code) of which the Company is a member; any member of a group of trades or businesses under common control (as determined under Section 414(c) of the Code) with the Company; and any member of an affiliated service group (as determined under Section 414(m) of the Code) of which the Company is a member.

     (3) The term "Allocation Month" shall mean each calendar month for which an Employer makes Company Retirement Contributions in accordance with the provisions of Section 3.5.

     (4) The term "Allocation Year" shall mean each Plan Year.

     (5) The term "Basic Account" shall mean the Separate Account of a Member to which Basic Contributions are credited in accordance with the provisions of Section 4.8.

     (6) The term "Basic Contribution" shall mean any cash or deferred arrangement contribution made to the Plan by an Employer on behalf of a Member in accordance with the provisions of Sections 2.3 and 3.1.

     (7) The term "Beneficiary" shall mean the person or persons who, in accordance with the provisions of Article XI hereof, shall be entitled to receive distribution hereunder in the event a Member or Inactive Member dies before his interest shall have been distributed to him in full.

     (8) The term "Break in Service" shall mean any Plan Year during which an Employee completes not more than 500 Hours of Service; provided, however, that for purposes of Section 7.7(b), no Employee shall incur a Break in Service solely by reason of an absence due to (i) the birth of a child of the Employee, (ii) the pregnancy of the Employee, (iii) the placement of a child with the Employee on account of the adoption of such child by such Employee, or (iv) the caring for a child of an Employee for a period beginning following the birth or placement of such child, with respect to the Plan Year in which such absence begins, if the Employee otherwise would have incurred a Break in Service or, in any other case, in the immediately following Plan Year; and provided further, that although an Employee may not receive credit for vesting or benefit accrual purposes, a Break in Service shall not be deemed to occur with respect to any layoff or sick leave not in excess of the period of time during which his seniority is

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retained; and provided further, however, that no Member shall incur a Break in Service by reason of failure to complete more than 500 hours of service during the Plan Year beginning and ending on December 31, 2001.

     (9) The term "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include such section and any comparable section or Sections of any future legislation that amends, supplements, or supersedes such section.

     (10) The term "Company" shall mean Cooper Cameron Corporation, its successors, and the surviving corporation resulting from any merger or consolidation of Cooper Cameron Corporation with any other corporation or corporations.

     (11) The term "Company Retirement Contributions" shall mean the contributions made to the Plan by an Employer in accordance with the provisions of Section 3.5.

     (12) The term "Company Stock" shall mean the common stock of Cooper Cameron Corporation.

     (13) The term "Company Stock Fund" shall mean the investment fund established to invest in Company Stock and maintained pursuant to the provisions of Section 6.3.

     (14) The term "Compensation" shall mean the total of all wages, salaries, fees for professional service and other amounts received in cash or in kind by a Member while a Member for services actually rendered or labor performed for the Employer to the extent such amounts are includable in gross income, subject to the following adjustments and limitations:

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     (15) The term "Contribution Hour" shall mean an hour of employment in an hourly-rated employment classification while an IAR Member of the Plan for which such Member receives Compensation from an Employer, including overtime hours and any paid hours for vacation periods or holidays, but excluding any other paid hours for any other absences during which no duties are performed.

     (16) The term "Contribution Rate" shall mean the following contribution rates, which are effective with respect to Contribution Hours credited on or after April 28, 2003, depending upon an IAR Member's employment classification at the time such Contribution Hours are credited:

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Notwithstanding the foregoing, in no event shall an IAR Member's Contribution Rate be a rate that is less than the Contribution Rate applicable for such IAR Member as of April 27, 2003; provided, however, that if an IAR Member's Labor Grade changes on or after such date, such IAR Member's Contribution Rate will be determined pursuant to the Schedule set forth above.

     (17) The term "Controlled Entity" shall mean each corporation that is a member of a controlled group of corporations, within the meaning of Section 1563(a) of the Code determined without regard to Section 1563(a)(4) and Section 1563(e)(3)(C), of which the Company is a member, each trade or business (whether or not incorporated) with which the Company is under common control and each corporation that is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which the Company is a member.

     (18) The term "Cooper Savings Plan" shall mean the Cooper Industries, Inc. Retirement and Savings Plan, the Cooper Industries, Inc. Savings Plan, and Cooper Industries, Inc. Stock Ownership Plan.

     (19) The term "Effective Date" shall mean May 1, 2003 as to this restatement of the Plan, except (A) as otherwise indicated in specific provisions of the Plan, and (B) that provisions of the Plan required to have an earlier effective date by applicable statute and/or regulation and shall apply, as of such required effective date, to any plan merged into this Plan. The original effective date of the Plan was April 1, 1995.

     (20) The term "Eligible Employee" shall mean any salaried or hourly Employee of the Employer who is (i) a common law employee who is paid in United States dollars from a payroll maintained in the United States, (ii) a non-United States citizen who is a lawful, permanent resident of the United States and who is subject to United States federal income taxes on his worldwide income, or (iii) an Eligible Foreign Employee. In no event shall the term "Eligible Employee" mean (i) any person who is rendering service to an Employer solely as a director or an independent contractor, (ii) any person who is covered by a collective bargaining agreement unless such agreement specifically provides for coverage by the Plan, or (iii) any person who is a nonresident alien and who receives no earned income within the meaning of Section 911(b) of the Code from an Employer which constitutes income from sources within the United States as defined in Section 861(a)(3) of the Code, or (iv) an Employee who is a Leased Employee or who is designated, compensated, or otherwise classified by the Employer as a Leased Employee. Notwithstanding any provision of the Plan to the contrary, no individual who is designated, compensated, or otherwise classified or treated by the Employer as an independent contractor shall be eligible to become a Member of the Plan.

     (21) The term "Eligible Foreign Employee" shall mean any individual who (i) is a citizen of the United States or a permanent, lawful resident of the United States, (ii) is an

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employee of an Included Foreign Affiliate, and (iii) is not covered by any other funded plan of deferred compensation under which contributions are provided by any other person, firm, or corporation with respect to the remuneration paid to such individual by the Included Foreign Affiliate.

     (22) The term "Eligible Retirement Plan" shall mean, with respect to distributions made from the Plan after December 31, 2001, any of: an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified plan described in Section 401(a) of the Code, that, under its provisions does, and under applicable law may, accept an Eligible Rollover Distribution, an annuity contract described in Section 403(b) of the Code, and an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for the amounts transferred into such plan from this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.

     (23) The term "Eligible Rollover Distribution" shall mean all or any portion of a Plan distribution to a Member or a Beneficiary who is a deceased Member's surviving spouse or an alternate payee under a qualified domestic relations order who is a Member's spouse or former spouse; provided, however, that such distribution is not (i) one of a series of substantially equal periodic payments made at least annually for over a specified period of ten or more years or the life of the Member or Beneficiary or the joint lives of the Member and a designated beneficiary, (ii) a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; or (iii) the portion of any distribution which is not includable in gross income (determined without regard to any exclusion of net unrealized appreciation with respect to employer securities). Further, a distribution pursuant to Section 8.1 from the Separate Account of a Member attributable to Basic Contributions who has not attained age 59½ shall not constitute an Eligible Rollover Distribution. Notwithstanding the foregoing or any other provision of the Plan, (A) any amount that is distributed from the Plan on account of hardship pursuant to Section 8.1 shall not be an Eligible Rollover Distribution and no election may be made to have any portion of such a distribution paid directly to an Eligible Retirement Plan and (B) a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includable in gross income; provided, however, that such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includable in gross income and the portion of such distribution which is not so includable.

     (24) The term "Employee" shall mean each (A) individual employed by the Employer or a Controlled Entity and (B) Leased Worker.

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     (25) The term "Employer" shall mean the Company or any Affiliate of the Company which adopts the Plan as herein provided so long as the Affiliate has not withdrawn from the Plan.

     (26) The term "Employment Commencement Date" shall mean the first date on which an Employee completes an Hour of Service.

     (27) The term "Entry Date" shall mean January 1 or July 1.

     (28) The term "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA shall include such section and any comparable section or Sections of any future legislation that amends, supplements, or supersedes such section.

     (29) The term "Foreign Affiliate" shall mean a "foreign affiliate" as defined in Section 3121(1)(8) of the Code.

     (30) The term "Fund" shall mean any of the investment funds established and maintained in accordance with the provisions of Section 6.2.

     (31) The term "Highly-Compensated Employee" shall mean each Employee who performs services during the Plan Year for which the determination of who is highly compensated is being made (the "Determination Year") and who:

For the purposes of the preceding sentence, (i) all employers aggregated with the Employer under section 414(b), (c), (m), or (o) of the Code shall be treated as a single employer and (ii) a former Employee who had a separation year (generally, the Determination Year such Employee separates from service) prior to the Determination Year and who was an active Highly Compensated Employee for either such separation year or any Determination Year ending on or after such Employee's fifty-fifth birthday shall be deemed to be a Highly Compensated Employee. To the extent that the provisions of this Paragraph are inconsistent or conflict with the definition of a "highly compensated employee" set forth in section 414(q) of the Code and the Treasury regulations thereunder, the relevant terms and provisions of section 414(q) of the Code and the Treasury regulations thereunder shall govern and control.

     (32) The term "Hour of Service" shall mean an hour for which an employee is paid, or entitled to be paid, with respect to the performance of duties for an Employer or a Controlled

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Entity either as regular wages, salary or commissions, or pursuant to an award or agreement requiring an Employer or a Controlled Entity to pay back wages. Hours under this paragraph shall be calculated and credited pursuant to Section 2530.200b-2(b) and (c) of the Department of Labor regulations which are incorporated herein by reference.

     (33) The term "IAR Account" shall mean the Separate Account of a Member to which the Company Retirement Contributions are credited in accordance with the provisions of Section 4.8.

     (34) The term "IAR Member" shall mean, except as provided in Section 2.1(c) with respect to certain Part Time Employees and Temporary Employees, an Eligible Employee whose Employment Commencement Date occurred prior to May 1, 2003, who is employed in an hourly-rated employment classification and to whom Company Retirement Contributions are allocated pursuant to the provisions of Section 3.5. No Employee whose Employment Commencement Date occurs on or after May 1, 2003 shall become an IAR Member. An Eligible Employee who was an IAR Member but who terminated employment with the Employer and was reemployed by an Employer after May 1, 2003 in an hourly-rated employment classification shall not become an IAR Member upon his reemployment and shall become a Profit Sharing Member instead.

     (35) The term "Inactive Member" shall mean any Member who ceases to be an Employee and whose Separate Accounts have not been distributed in accordance with the provisions of the Plan.

     (36) The term "Included Foreign Affiliate" means a "Foreign Affiliate" with respect to which there shall be in effect between the Company and the Secretary of the Treasury or his delegate an agreement pursuant to Section 3121(1) of the Code, whereby coverage under Title II of the federal Social Security Act has been extended to service performed outside the United States by United States citizens employed by such "Foreign Affiliate."

     (37) The term "Leased Worker" shall be a person (other than a person who is an employee without regard to this paragraph (37)) engaged in performing services for a Controlled Entity (the "recipient") pursuant to an agreement between the recipient and any other person ("Leasing Organization") who meets the following requirements:

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A person who is a Leased Worker during any taxable year beginning after December 31, 1983, shall also be considered an employee of a Controlled Entity during such period (and solely for the purpose of determining length of service for participation and vesting purposes, and shall also be considered to have been an employee for any earlier period in which he was a Leased Worker) but shall not be a Member and shall not otherwise be eligible to become covered by the Plan during any period in which he is a Leased Worker. Notwithstanding the foregoing, the sole purpose of this paragraph (37) is to define and apply the term "Leased Worker" strictly (and only) to the extent necessary to satisfy the minimum requirements of Section 414(n) of the Code relating to "leased employees." This paragraph (37) shall be interpreted, applied and, if and to the extent necessary, deemed modified without formal amendment of language, so as to satisfy solely the minimum requirements of Section 414(n) of the Code.

     (38) The term "Matching Account" shall mean the Separate Account of a Member to which Matching Contributions are credited in accordance with the provisions of Section 4.8.

     (39) The term "Matching Contribution" shall mean the contributions which an Employer contributes to the Plan in accordance with the provisions of Section 3.2.

     (40) The term "Member" shall mean an Eligible Employee who participates in the Plan in accordance with the provisions of Article II.

     (41) The term "Participation Service" shall mean the measure of service used in determining a Part Time Employee's or Temporary Employee's eligibility to participate in the Plan as determined pursuant to Section 2.1(c).

     (42) The term "Part Time Employee" shall mean an Employee who is classified as a part time employee under the Employer's regular payroll practices.

     (43) The term "Pay Period" shall mean the periodic payroll period for which a Member receives compensation from an Employer.

     (44) The term "Period of Service" shall mean each period of an individual's Service commencing on his Employment Commencement Date or a Reemployment Date, if applicable, and ending on a Severance Date. Notwithstanding the foregoing, a period during which an individual is absent from Service by reason of the individual's pregnancy, the birth of a child of the individual, the placement of a child with the individual in connection with the adoption of such child by the individual, or for the purposes of caring for such child for the period immediately following such birth or placement shall not constitute a Period of Service between the first and second anniversary of the first date of such absence. A Period of Service shall also include any period required to be credited as a Period of Service by federal law other than ERISA or the Code, but only under the conditions and to the extent so required by such federal law. Further, to the extent required by section 414(n) of the Code and the applicable interpretative authority thereunder, an individual's Period of Service shall include any period for

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which such individual was a Leased Worker (or would have been a Leased Worker but for the requirements of clause (a) of the definition of such term set forth in Section 1.1(37)).

     (45) The term "Period of Severance" shall mean each period of time commencing on an individual's Severance Date and ending on a Reemployment Date.

     (46) The term "Permanent and Total Disability" shall mean a physical or mental condition which has resulted in an Employee being eligible for benefits under the Employer's long-term disability income plan. An Employee shall cease to be Permanently and Totally Disabled for purposes of the Plan as of the date he ceases to be eligible for benefits under the Employer's long-term disability income plan.

     (47) The term "Plan" shall mean the profit-sharing plan set forth herein, which is called the "Cooper Cameron Corporation Retirement Savings Plan," with all amendments, modifications, and supplements hereafter made.

     (48) The term "Plan Year" shall mean the calendar year.

     (49) The term "Profit Sharing Account" shall mean the Separate Account of a Member to which Profit Sharing Contributions are credited in accordance with the provisions of Section 4.8.

     (50) The term "Profit Sharing Contribution" shall mean the contributions that an Employer contributes to the Plan in accordance with the provisions of Section 3.7.

     (51) The term "Profit Sharing Member" shall mean each Member who was hired by the Employer on or after May 1, 2003.

     (52) The term "Reemployment Date" shall mean the first date on which an Employee completes an Hour of Service after a Severance Date.

     (53) The term "Retirement Age" shall mean age 65 unless otherwise specified in an Addendum.

     (54) The term "Rollover/Transfer Account" shall mean the Separate Account of a Member to which Rollover Contributions or Transfer Contributions are credited in accordance with the provisions of Section 3.3 or 3.4.

     (55) The term "Rollover Contribution" shall mean, effective January 1, 2003, a contribution to the Plan made in accordance with Section 3.3 by any Eligible Employee of amounts received by him as an "eligible rollover distribution" within the meaning of Section 402(f)(2)(a) of the Code from:

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     (56) The term "Salaried Plan" shall mean the Cooper Cameron Corporation Retirement Plan.

     (57) The term "Separate Account" shall mean any of the accounts established and maintained in accordance with the provisions of Section 6.5 by the Company which reflects the interest of the Basic Account, Supplemental Account, Matching Account, IAR Account, Profit Sharing Account and Rollover/Transfer Account of a Member.

     (58) The term "Service" shall mean the period of an individual's employment with the Employer or a Commonly Controlled Entity. In no event shall Service include any period of service with a corporation or other entity prior to the date it became a Commonly Controlled Entity or after it ceases to be a Commonly Controlled Entity except to the extent required by law, or to the extent determined by the Company. The Company, in its discretion, may credit individuals with Service for service with the Employer or a prior employer for periods before such individual has commenced or recommenced participation in the Plan, but only if (i) such service would not otherwise be credited as Service and (ii) such crediting of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees. In addition, the Company, in its discretion, may credit individuals with Service based on imputed service for periods after such individual has commenced participation in the Plan while such individual is not performing service for the Employer or while such individual is an Employee with a reduced work schedule, but only if (i) such service would not otherwise be credited as Service, (ii) such crediting of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees, and (iii) the individual has not permanently ceased to perform service as an Employee, provided that the preceding clause (iii) of this sentence shall not apply if (x) the individual is not performing service for the Employer because of a disability, (y) the individual is performing service for another employer under an arrangement that provides some ongoing business benefit to the Employer, or (z) for purposes of vesting, the individual is performing service for another employer that is being treated under the Plan as actual service with the Employer.

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     (59) The term "Severance Date" shall mean the later of (a) the date on which contributions to the Plan on behalf of a person cease, or (b) the date on which an Employee retires, becomes totally and permanently disabled, dies, or otherwise terminates employment; provided, however, that if an Employee is absent from employment while in active service in the Armed Forces of the United States, his Severance Date shall be the date on which he terminated his employment, unless he returns to employment with an Employer or a Controlled Entity during the time period prescribed by federal law; and provided further, that no Employee shall incur a Severance Date until the second anniversary of the first date on which such Employee is absent from employment with an Employer or a Controlled Entity for maternity or paternity reasons. For purposes of this paragraph, an absence for maternity or paternity reasons means an absence due to the pregnancy of the Employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or the caring of such child for a period beginning immediately following such birth or placement. Notwithstanding the foregoing, if an Employee retires or dies, or his employment otherwise is terminated during a period of absence from employment for any reason other than retirement or termination, his Severance Date shall be the date of such retirement, death, or other termination of employment. In any case where an Employee receives severance pay upon his termination of active employment as an Employee, the Employee's Severance Date shall be the date after his termination of active employment as an Employee and prior to any resumption of such active employment on which the earlier occurs: (i) his death, or (ii) the date on which he is last paid severance pay.

     (60) The term "Supplemental Account" shall mean the Separate Account for each Member which is credited with his Supplemental Contributions, if any.

     (61) The term "Supplemental Contribution" shall mean any contribution made to the Plan prior to April 1, 1996, by a Member as a "Supplemental Contribution" in accordance with the provisions of the Plan in effect prior to April 1, 1996.

     (62) The term "Temporary Employee" shall mean an Employee who is classified as a temporary employee under the Employer's regular payroll practices.

     (63) The term "Transferred Contributions" shall mean any assets which are transferred to the Trustee of the Plan in accordance with the provisions of Section 3.4.

     (64) The term "Trust" shall mean the trust established under the Trust Agreement to hold and invest contributions made under the Plan.

     (65) The term "Trust Agreement" shall mean the agreement between the Company and the Trustee establishing the Trust.

     (66) The term "Trustee" shall mean the trustee or trustees qualified and acting under the Trust Agreement at any time.

     (67) The term "Valuation Date" shall mean each business day for purposes of the New York Stock Exchange of each year.

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     (68) The term "Vesting Service" shall mean the period of employment used in determining a Member's vested interest in his IAR Account or Profit Sharing Account (as applicable) in accordance with the provisions of Sections 7.5, 7.6, and 7.7.

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ARTICLE II
ELIGIBILITY TO PARTICIPATE

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2.2 Changes in Employment Status.

If a Member ceases to be an Eligible Employee but continues in the employment of an Employer as an Employee he shall continue as a Member until his participation is otherwise terminated in

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accordance with the provisions of the Plan; provided, however, that such Member shall share in Matching Contributions for any month of such continued participation only to the extent and on the basis of his Basic Contributions made during such month; and provided further that each such Member who is an IAR Member shall share in Company Retirement Contributions for any month of such continued participation only to the extent and on the basis of his Contribution Hours during such month; and provided further, however, that each such Member who is a Profit Sharing Member who is not an Eligible Employee on the last day of a Plan Year shall not receive a Profit Sharing Contribution for such Plan Year. If a Member ceases to be an Eligible Employee and ceases to be an Employee but continues in the employment of an Employer or a Controlled Entity, he shall become an Inactive Member until his participation in the Plan is otherwise terminated in accordance with the provisions of the Plan or he again becomes an Employee and an active Member.

2.3 Election Form.

Each Member shall file with his Employer a written election in accordance with procedures established by the Company with respect to his participation in the Plan which shall contain his authorization for his Employer to reduce his Compensation in order to make Basic Contributions and, if eligible, catch-up contributions on his behalf pursuant to the provisions of Sections 3.1 and 3.6, respectively, and his election as to the investment of such contributions pursuant to the provisions of Section 5.2; provided, however, that such election must be filed with his Employer at least 20 days prior to the first day of the payroll period as of which he is eligible to make Basic Contributions (or at least 20 days prior to the first day of any subsequent payroll period for which he is eligible to make Basic Contributions), unless a shorter period of time is acceptable to the Company.

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ARTICLE III
CONTRIBUTIONS

3.1 Basic Contributions.

Commencing with the date as of which he becomes a Member, each Member may elect to defer an integral percentage of from 1% to 20% (or such lesser percentage as may be prescribed from time to time by the Company) of his Compensation for a Plan Year by having his Employer contribute the amount so deferred to the Plan. In restriction of the Members' elections provided in Section 2.3, this Section, and Section 4.8, and except to the extent permitted under Section 3.6 and Section 414(v) of the Code, the Basic Contributions and the elective deferrals (within the meaning of Section 402(g)(3) of the Code) under all other plans, contracts and arrangements of the Employer on behalf of any Member for any calendar year shall not exceed the dollar limitation contained in Section 402(g) of the Code in effect for such calendar year. If a Member elects to have such Basic Contributions made on his behalf, his Compensation shall be reduced by the percentage he elects pursuant to the terms of the Compensation reduction authorization described in Section 2.3 or 4.8. Unless specifically provided otherwise in the Plan, each Member who is an Eligible Employee may elect to have Basic Contributions made on his behalf to the Plan. Notwithstanding the foregoing provisions of this Section 3.1, Basic Contributions made with respect to a Plan Year on behalf of Highly Compensated Employees shall not exceed the limitations set forth in Section 4.1.

3.2 Matching Contributions.

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3.3 Rollover Contributions.

With the approval of the Company and in accordance with procedures established by the Company, a Member may elect to make a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Trustee the assets in cash which constitute such Rollover Contribution at such time or times and in such manner as shall be specified by the Company. Upon receipt by the Trustee, such assets shall be credited to a Rollover/Transfer Account established on behalf of such Member and shall be deposited in the Fund or Funds selected by the Member as indicated on his investment election filed with the Company by the Member. Such election shall specify a combination of investment selections among such Funds, in increments of integral percentages which, in the aggregate, equal 100 percent. A Rollover Contribution by a Member pursuant to this Section 3.3 shall not be deemed to be a contribution of such Member for any purpose of the Plan and shall be fully vested in the Member at all times.

3.4 Transferred Contributions.

The Company may cause the transfer to the Trustee of funds representing the vested account balances (hereinafter referred to as "Transferred Contributions") of Members held by a funding agent of a tax-qualified plan (hereinafter referred to as a "transferor plan") in which such Members previously participated; provided, however, that (i) such transfer shall be made at such time or times and in such manner as shall be specified by the Company in accordance with procedures established by the Company; (ii) no such transfer shall be permitted from a transferor plan on behalf of a Member who was at any time a five percent owner of the employer maintaining such transferor plan; and (iii) no portion of such transfer shall be composed of assets attributable to deductible employee contributions. The Trustee shall credit the Rollover/Transfer Account of any Member on whose behalf such funds were transferred and shall deposit such funds in the Fund or Funds selected by the Member as indicated on his investment election filed with his Employer by such Member. Such election shall specify a combination of investment selections among the Funds, in increments of integral percentages which, in the aggregate, equal 100 percent. The portion of the Rollover/Transfer Account of a Member attributable to Transferred Contributions shall be fully vested in such Member at all times.

3.5 Company Retirement Contributions.

Each Employer shall cause to be paid to the Trustee as its Company Retirement Contribution hereunder for each month an amount equal to the sum of the product of each Participating Unit IAR Member's Contribution Hours during each Pay Period that ends within such month multiplied by the applicable Contribution Rate minus the forfeitures applicable to such Participating Unit pursuant to Section 7.3.

3.6 Catch-Up Contributions.

All Eligible Employees who are eligible to make Basic Contributions to the Plan pursuant to Section 3.1 above for a Plan Year and who will have attained age 50 before the close of such Plan Year shall be eligible to make catch-up contributions to the Plan for such Plan Year in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan

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implementing the required limitations of Sections 402(g) and 415 of the Code, as described, respectively, in Sections 3.1 and 17.3 of the Plan. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. Catch-up contributions made by a Member pursuant to this Section 3.6 shall be treated as Basic Contributions for all purposes of the Plan except as otherwise specifically provided.

3.7 Profit Sharing Contributions.

Each Employer shall cause to be paid to the Trustee as its Profit Sharing Contribution hereunder for each Plan Year in which the Company meets or exceeds its financial objectives for such Plan Year, as established and determined in the sole discretion of the Board of Directors of the Company, an amount which equals 2% of the Compensation received by each Profit Sharing Member for such Plan Year; provided, however, that a Profit Sharing Member must be employed by such Employer as of the last day of such Plan Year; and provided, further, however, that any Profit Sharing Member whose employment with the Employer terminates during such Plan Year on account of such Member's Retirement, death or Permanent and Total Disability shall be entitled to receive a Profit Sharing Contribution (if any) for such Plan Year, determined as provided above. Profit Sharing Contributions shall be made without regard to current or accumulated profits of the Employer. Notwithstanding the foregoing, the Plan is intended to qualify as a profit sharing plan for purposes of sections 401(a), 402, 412, and 417 of the Code.

3.8 Effect of Plan Termination or Withdrawal.

Notwithstanding any other provision of the Plan to the contrary, the termination of the Plan or the withdrawal of an Employer from the Plan shall terminate the liability of the Employer or such Employer, respectively, to make further Matching Contributions, Profit Sharing Contributions and Company Retirement Contributions hereunder.

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ARTICLE IV
ADMINISTRATION OF CONTRIBUTIONS

4.1 Limitations on Basic Contributions.

4.2 Excess Elective Deferrals.

If a Member who had Basic Contributions made on his behalf for a Plan Year files with the Company, within the time limit prescribed by the Company after the end of such Plan Year, a written statement, on a form acceptable to the Company, that he has elective deferrals within the meaning of Section 402(g) of the Code for the taxable year in excess of the dollar limitation on elective deferrals in effect for such taxable year, and specifying the amount of such excess the Member claims as allocable to the Plan, the amount of such excess, adjusted for income or loss attributable to such excess elective deferral, shall be distributed to the Member by April 15 of the year following the year of the excess elective deferral and Matching Contributions thereon shall be forfeited. Distributions pursuant to this Section 4.2 shall be made proportionately from the Separate Accounts to which Basic Contributions were made for such Plan Year.

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4.3 Limitation on Matching Contributions.

4.4 Delivery of Contributions.

Each Employer shall cause to be delivered to the Trustee all Basic, Matching, Company Retirement, Profit Sharing Rollover, and Transferred Contributions made in accordance with the provisions of Article III as soon as reasonably practicable; provided, however, that Basic Contributions elected by each Member shall be deducted from his Compensation for each payroll period and shall be paid by the Employer to the Trust as of the earliest date on which such contributions can reasonably be segregated from the Employer's general assets; and further provided, however, that in no event shall such date occur later than the fifteenth (15th) business day of the month following the month in which such contribution amounts would otherwise have

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been payable to the Member in cash; and further provided, however, that Matching Contributions with respect to Basic Contributions made in accordance with Section 3.2 during a Plan Year quarter shall be delivered to the Trustee no later than the last day of the Plan Year quarter following the Plan Year quarter during which such Basic Contributions were made.

4.5 Allocation of Matching Contributions.

The Matching Contributions of an Employer for any month shall be considered allocated to the Members' Matching Accounts for whom such contributions are made no later than the last day of the Plan Year for which they are made, as determined pursuant to Section 3.2, except as provided in Section 4.7.

4.6 Allocation of Company Retirement Contributions.

The Company Retirement Contributions of an Employer for any month shall be allocated as of the date such contribution is received by the Trust to the IAR Accounts of the Members for whom such contribution is made.

4.7 Allocation of Profit Sharing Contributions.

The Profit Sharing Contribution of an Employer for any Plan Year shall be allocated as of the date such contribution is received by the Trust to the Profit Sharing Accounts of the Profit Sharing Members for whom such contribution is made.

4.8 Crediting of Contributions.

Subject to the provisions of Article VII, contributions made to the Plan shall be credited to the Separate Accounts of a Member in the following manner:

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4.9 Changes in Reduction and Deduction Authorizations.

Effective as of any payroll period, any Member may suspend his Basic Contributions or change the percentage of his Compensation which is contributed as Basic Contributions in accordance with the procedures and within the time period prescribed by the Plan Administrator. Notwithstanding the foregoing, any Member who changes the percentage of his Basic Contributions shall be limited to the percentage of his Compensation which does not exceed the applicable limitations set forth in Section 3.1, and, if applicable, Section 3.6. If the Company determines that a reduction of Compensation deferral elections made pursuant to Sections 2.3, 3.1, and this Section 4.9 is necessary to insure that the restrictions set forth in Sections 3.1 and 4.1, 4.3 or 17.3 are met for any Plan Year, the Company may reduce the elections of affected Members on a temporary and prospective basis in such manner as the Company shall determine.

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ARTICLE V
DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

5.1 Deposit of Contributions.

Any Basic Contributions of a Member which are credited to a Member's Basic Account, any Company Retirement Contributions which are credited to an IAR Member's IAR Account, and any Profit Sharing Contributions which are credited to a Profit Sharing Member's Profit Sharing Account shall be deposited by the Trustee in such Fund or Funds selected by such Member in accordance with the provisions of Section 5.2. Any Matching Contributions which are credited to a Member's Matching Account shall be deposited by the Trustee in the Company Stock Fund. The Trustee shall have no duty to collect or enforce payment of contributions or inquire into the amount or method used in determining the amount of contributions, and shall be accountable only for contributions received by it.

5.2 Investment of Accounts.

5.3 Elimination of Funds.

Notwithstanding any provision in this Article V to the contrary, in the event any one or more of the Funds is eliminated as an investment fund by the Company, each Member and Inactive Member who has an investment election in effect which designates such investment fund for the

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investment of amounts allocated to such individual's Separate Accounts, shall designate a continuing Fund or Funds made available by the Company pursuant to Section 6.2 for the investment of such amounts; provided, however, that in the event such individual fails to make such a designation, such contributions or amounts shall be invested in a the Fund or Funds designated by the Company in a uniform and nondiscriminatory manner.

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ARTICLE VI
ESTABLISHMENT OF FUNDS AND MEMBERS' ACCOUNTS

6.1 Investment Responsibility.

The Plan is intended to constitute a plan described in Section 404(c) of ERISA and DOL Regs. Section 2550.404c-1 and insofar as the Plan complies with said Section 404(c), Plan fiduciaries shall be relieved of liability for any losses which are the direct result of investment instructions given by Members, Inactive Members, and Beneficiaries.

6.2 Establishment and Maintenance of Funds.

The Company shall cause at least three Funds, other than the Company Stock Fund, to be established and maintained at all times. Each such Fund shall be diversified and shall have different risk and return characteristics from the other Funds. Any Fund which invests primarily in investments with restrictions regarding Funds to which investment transfers may be made or to which a minimum investment period is applicable shall not be considered as one of such requisite three Funds.

6.3 Company Stock Fund.

Except as specifically provided otherwise, the assets of the Company Stock Fund shall be invested by the Trustee primarily in Company Stock. The Trustee shall receive Company Stock from the Company or purchase Company Stock in the market; provided, however, that any such purchase shall be made only in exchange for fair market value as determined by the Trustee. The Company Stock Fund may, from time to time, be invested in a short-term investment fund managed by the Trustee.

6.4 Income on Trust Funds.

Unless specifically provided otherwise in the Plan or the Trust Agreement, any dividends, interest, distributions, or other income received by the Trustee in respect of a Fund shall be reinvested by the Trustee in the Fund with respect to which such income was received by it.

6.5 Separate Accounts.

Each Member shall have established in his name Separate Accounts which shall be dependent upon the manner in which the assets of his Basic, Supplemental, Matching, IAR, Profit Sharing, and Rollover/Transfer Accounts are invested.

6.6 Voting of Company Stock in the Company Stock Fund.

Each Member or Beneficiary who has shares of Company Stock allocated to his Matching Account shall be a named fiduciary with respect to the voting of Company Stock held thereunder and shall have the following powers and responsibilities:

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ARTICLE VII
VESTING

7.1 Vesting in Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

A Member shall be 100 percent vested in the balance of his Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

7.2 Vesting in Company Retirement and Profit Sharing Contributions.

Effective except as specified in an otherwise applicable Addendum with respect to an IAR Member's vested interest in the balance of his IAR Account, a Member shall be vested in the balance of his IAR Account and/or Profit Sharing Account in accordance with the following schedule:

Notwithstanding the foregoing, except as specified otherwise in an applicable Addendum, any IAR Member who was credited with three or more Years of Vesting Service as of May 1, 2003 shall be vested in the balance of his IAR Account in accordance with the following vesting schedule:

Notwithstanding the foregoing, upon the occurrence of one of the events hereinafter listed while a Member is an Employee, such Member shall be 100% vested in the balance of his IAR Account and/or Profit Sharing Account, as applicable:

7.3 Forfeitures.

At the time a Member or Inactive Member terminates employment with the Company and its Controlled Entities prior to attaining Retirement Age for any reason other than Permanent and Total Disability or death, only his vested interest in his IAR Account and/or his Profit Sharing Account (as applicable) shall be distributable pursuant to the provisions of Sections 10.2, 10.3, and 10.4 and his unvested interest shall be governed by the following provisions.

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7.4 Election of Former Vesting Schedule.

In the event the Company adopts an amendment to the Plan that directly or indirectly affects the computation of a Member's nonforfeitable interest in his Matching Account, and/or Profit Sharing Account (as applicable) any Member who is credited with three or more years of Vesting Service shall have a right to have his nonforfeitable interest in such account as of the effective date of the amendment continue to be determined under the vesting schedule in effect prior to such amendment rather than under the new vesting schedule, unless the nonforfeitable interest of such Member in such account under the Plan, as amended, at any time is not less than such account interest determined without regard to such amendment. A Member shall exercise such right by giving written notice of his exercise thereof to the Company within 60 days after the latest of (i) the date he received notice of such amendment from the Company, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing provisions of this Section 7.4, the vested interest of each Member on the effective date of such amendment shall not be less than his vested interest under the Plan through the later of the effective date or the date the Plan amendment is adopted.

7.5 Vesting Service.

Vesting Service shall be credited to a Member in accordance with the following provisions:

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7.6 Transfers.

Notwithstanding the provisions of Section 7.1, years of Vesting Service credited to a person shall be subject to the following:

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7.7 Loss and Reinstatement of Years of Vesting Service.

Except as otherwise specifically provided in this Section 7.7, an IAR Member's years of Vesting Service to be taken into account in determining his vested interest in his IAR Account shall be lost if he retires or if his employment with an Employer and its Controlled Entities terminates for any other reason and, if he thereafter returns to employment as an Eligible Employee, he shall be treated for Plan purposes as a new Eligible Employee. Notwithstanding the foregoing provisions, a retired or former IAR Member who returns to employment with an Employer or a Controlled Entity shall be reinstated with the years of Vesting Service with which he was credited at the time of his prior retirement or other termination of employment if:

Except as otherwise specifically provided in this Section 7.7, a Profit Sharing Member's years of Vesting Service to be taken into account in determining his vested interest in his Profit Sharing Account shall be lost if he retires or if his employment with an Employer and its Controlled Entities terminates for any other reason and, if he thereafter returns to employment as an Eligible Employee, he shall be treated for Plan purposes as a new Eligible Employee. Notwithstanding the foregoing provisions, a retired or former Profit Sharing Member who returns to employment with an Employer or a Controlled Entity shall be reinstated with the years of Vesting Service with which he was credited at the time of his prior retirement or other termination of employment if:

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Years of Vesting Service which are reinstated under this Section 7.7 shall be reinstated in accordance with and subject to all applicable provisions of the Plan with respect to reemployment.

7.8 Finality of Determinations.

Notwithstanding anything to the contrary contained in this Article VII, there shall be no duplication of years of Vesting Service credited to an Employee for any one period of his employment with an Employer or a Controlled Entity. All determinations with respect to the crediting of years of Vesting Service under the Plan shall be made on the basis of the records of the Employers, and all determinations so made shall be final and conclusive upon Eligible Employees, former Eligible Employees, and all other persons claiming a benefit interest under the Plan. In addition, the Company shall have the exclusive responsibility with respect to determining the amount of Basic, Matching, Company Retirement, and Profit Sharing Contributions, and any adjustment thereto to comply with the terms of the Plan or the Code. A determination so made shall be final and conclusive upon the Employer, all Members, and Beneficiaries.

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ARTICLE VIII
WITHDRAWALS WHILE EMPLOYED

8.1 Withdrawals Prior to Age 59½.

Subject to the provisions in this Section 8.1, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has not attained age 59½, may:

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8.2 Withdrawals After Age 59½.

Subject to the provisions of this Section 8.2, a Member or an Inactive Member who is receiving compensation from a Controlled Entity and who has attained at least age 59½, may file a written request with his Employer in the form and within the time period prescribed by the Company for a withdrawal of an amount credited to his Separate Accounts; provided, however, than an IAR Member may request a withdrawal of amounts credited to his IAR Account only to the extent of his vested interest in such amounts, as determined in accordance with Section 7.2. A withdrawal made pursuant to this Section 8.2 must be at least $500.00 (unless the aggregate value of the Member's Separate Accounts is less, in which case the withdrawal must equal the total aggregate value of the Member's Separate Accounts) and may only be made once in a calendar year, and shall be made from a Member's or Inactive Member's Separate Accounts as elected by such Member or Inactive Member.

8.3 Form of Withdrawals.

All withdrawals made from Separate Accounts invested in the Funds, other than the Company Stock Fund, shall be in the form of cash. All withdrawals made from Separate Accounts invested in the Company Stock Fund shall be in the form of Company Stock or cash, as elected by the Member; provided, however, that the value of any fractional shares of Company Stock shall be distributed in the form of cash. Any withdrawal hereunder which constitutes an Eligible Rollover Distribution shall be subject to the direct rollover election described in Section 10.9.

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ARTICLE IX
LOANS

9.1 Eligibility for Loan.

Upon application by (1) any Member who (a) is on the United States payroll of the Employer, (b) is receiving compensation other than severance pay from a Controlled Entity, (c) has been participating in the Plan for at least one year (provided, however, that the participation requirement of this Clause (c) shall apply only for loans granted prior to January 1, 1998), and (d) has not had an outstanding loan from the Plan for at least one month (an individual who is eligible to apply for a loan under this Article being hereinafter referred to as a "Member" for purposes of this Article), the Company may in its discretion direct the Trustee to make a loan or loans to such Member. Such loans shall be made pursuant to the provisions of the Company's written loan procedure, which procedure is hereby incorporated by reference as a part of the Plan.

9.2 Maximum Loan.

9.3 Operation of Article.

The provisions of this Article shall be applicable to loans granted on or renewed on or after May 1, 2003. Loans granted or renewed on or prior to such date shall be governed by the provisions of the Plan as in effect prior to such date.

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ARTICLE X
DISTRIBUTION ON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT

10.1 Eligibility for Distribution.

Upon termination of employment with the Controlled Entities, each Member and Inactive Member shall be entitled to receive the entire interest of his Basic, Supplemental, Matching, and Rollover/Transfer Accounts and the vested interest of his IAR Account and/or Profit Sharing Account, if any, in accordance with his provisions of Sections 10.2 and 10.3. Notwithstanding the provisions of the Plan regarding availability of distributions from the Plan upon "termination of employment," a Member's vested interest in his Separate Accounts shall be distributed on account of the Member's "severance from employment" as such term is used in Section 401(k)(2)(B)(i)(I) of the Code. Distributions permitted under the Plan upon a Member's "severance from employment" pursuant to the preceding sentence shall apply for distributions after December 31, 2001 regardless of when the severance from employment occurred.

10.2 Distribution of Separate Accounts.

Subject to the provisions of Section 10.3, the Company shall direct the Trustee to make distribution to a Member or Inactive Member, who becomes eligible to receive the vested interest of his Separate Accounts pursuant to the provisions of Section 10.1 in the manner hereinafter set forth.

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10.3 Form of Distribution.

Unless the Member or Inactive Member otherwise elects (or is deemed to elect otherwise because the present value of such Member's nonforfeitable benefit exceeds $5,000 and he fails to consent to a distribution while his benefit is immediately distributable within the meaning of Treasury Regulations), the payment of benefits under the Plan to such Member shall begin no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs:

All single sum distributions shall be made in cash; provided, however, a Member (or, if authorized by the Member, his designated beneficiary or legal representative in the case of a deceased Member), may elect to have the portion of his Accounts that is then invested in the Company Stock Fund distributed in whole shares of Company Stock, with any partial shares to be distributed in cash.

10.4 Limitation on Commencement of Distribution.

Notwithstanding any provision in the Plan to the contrary, all distributions required under this Article X shall be determined and made in accordance with the regulations under Section 401(a)(9) of the Code, including the minimum distribution incidental benefit requirements of Section 1.401(a)(9)-2 of the regulations. Accordingly, the entire interest of a Member or Inactive Member in his Separate Accounts must be distributed, or must begin to be distributed, no later than such Member's Mandatory Distribution Date. The Mandatory Distribution Date of a Member or Inactive Member shall be determined as follows:

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A Member (other than a Member who is a "five-percent owner" (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Member attains the age 70½) who attains age 70½ in calendar year 1998 or 1999 may elect to defer his Mandatory Disbursement Date until no later than April 1 of the calendar year following the later of (A) the calendar year in which such Member attains the age 70½ or (B) the calendar year in which such Member terminates his employment with the Company, provided, that such election is made by the end of the calendar year in which such Member attains age 70½.

Minimum distributions shall be determined in accordance with Section 10.13.

10.5 Restriction on Alienation.

Except as provided in Sections 401(a)(13)(B) and 414 (p) of the Code relating to qualified domestic relations orders, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process. No person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate, or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

10.6 Payments to Incompetents or Minors.

In the event that it shall be found that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, or is a minor, such amount (unless prior claim therefor shall have been made a duly qualified guardian or other legal representative) may, in the discretion of the Company, be paid to a duly appointed guardian or to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations incurred by or on behalf of such individual. The Trustee shall make such

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payment only upon receipt of written instructions to such effect from the Company. Any such payment shall be charged to the Separate Accounts from which any such payment would otherwise have been paid to the individual found to be a minor or incapable of attending to his financial affairs and shall be a complete discharge or any liability therefor under the Plan.

10.7 Commercial Annuities.

In any case where a benefit payable under the Plan is to be paid in the form of a commercial annuity, a commercial annuity contract shall be purchased and distributed to the Member, Inactive Member, or Beneficiary, as the case may be. Upon the distribution of any such contract, the Plan shall have no further liability with respect to the amount used to purchase the annuity contract and the company issuing such contract shall be solely responsible to the recipient of the contract for the annuity payments thereunder. All certificates for commercial annuity benefits shall be non-transferable, and no benefit thereunder may be sold, assigned, discounted, or pledged. Any commercial annuity purchased under the Plan shall contain such terms and provisions as may be necessary to satisfy the requirements under the Plan.

10.8 Actuarial Equivalency.

With respect to any benefit payment pursuant to the Plan, whichever form of payment is selected, the value of such benefit shall be the actuarial equivalent of the value of the vested balance of the Separate Accounts to which the particular Member, Inactive Member, or Beneficiary, as the case may be, is entitled.

10.9 Eligible Rollover Distributions.

Each Member and Beneficiary who receives an Eligible Rollover Distribution may elect in the time and in a manner prescribed by the Company to have all or any portion of such Eligible Rollover Distribution transferred to an Eligible Retirement Plan; provided, however, that only one such transfer may be made with respect to an Eligible Rollover distribution to an Eligible Retirement Plan. Notwithstanding the foregoing, the Member may elect, after receiving the notice required under Section 402(f) of the Code, to receive such Eligible Rollover Distribution prior to the expiration of the 30-day period beginning on the date such Member is issued such notice; provided that the Member or Beneficiary is permitted to consider his decision for at least 30 days and is advised of such right in writing.

10.10 Transfer to Cooper Cameron Salaried Plan.

In accordance with procedures established by the Company, any Member (other than an IAR Member) who is a participant in the Salaried Plan and who wishes to receive distribution of the vested balance of his Separate Accounts in the form of an annuity, may elect to transfer such balance to the Salaried Plan as of his benefit commencement date to be held and distributed in accordance with the terms thereof.

10.11 Deferral of Payments.

Subject to the provisions of Section 10.4, but notwithstanding the provisions of any other Section of the Plan to the contrary, a Member whose Plan interest is determined to have a present value

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of $5,000 or more shall not receive payment of such interest prior to the later of normal retirement age or age 62, unless consented to by the Member in writing.

10.12 Lost or Missing Members or Beneficiaries.

In the case of a benefit payable on behalf of a Member, if the Company is unable to locate the Member or beneficiary to whom such benefit is payable, upon the Company's determination thereof, such benefit shall be forfeited. Notwithstanding the foregoing, if subsequent to any such forfeiture the Member or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored to the Plan in the manner provided in Section 7.3.

10.13 Minimum Distribution Requirements.

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For purposes of this Paragraph (e) and Paragraph (g) below, unless item (4) above applies, distributions are considered to begin on the Member's Required Beginning Date. If item (4) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under item (1) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member's Required Beginning Date (or to the Member's surviving spouse before the date distributions are required to begin to the surviving spouse under item (1) above), the date distributions are considered to begin is the date distributions actually commence. Unless the Member's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Paragraphs (f) and (g) of this Section 10.13, whichever is applicable. If the Member's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

Required minimum distributions will be determined under this Paragraph (f) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member's date of death.

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If the Member dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Member's death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member's death is the quotient obtained by dividing the Member's Account Balance by the Member's remaining Life Expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

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ARTICLE XI
BENEFICIARIES AND DEATH BENEFITS

11.1 Designation of Beneficiary.

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest under the Plan, the spouse, if any, of such Member shall be his Beneficiary and receive distribution of his remaining interest in accordance with the provisions of Section 11.4; provided, however, that a Member or Inactive Member, may designate a person or persons other than his spouse as his Beneficiary if the requirements of Section 11.3 are met.

11.2 Beneficiary in the Absence of Designated Beneficiary.

If a Member or Inactive Member who dies does not have a surviving spouse and if no Beneficiary has been designated pursuant to the provisions of Section 11.1, or if no Beneficiary survives such Member, then the Beneficiary shall be the estate of such Member. If any Beneficiary designated pursuant to Section 11.1 dies after becoming entitled to receive distribution hereunder and before such distributions are made in full, and if no other person or persons have been designated to receive the balance of such distributions upon the happening of such contingency, the estate of such deceased Beneficiary shall become the Beneficiary as to such balance.

11.3 Spousal Consent to Beneficiary Designation.

An election to designate a Beneficiary other than the spouse of such Member or Inactive Member shall not be effective unless (A) such spouse has consented thereto in writing and such consent (i) acknowledges the effect of such election, (ii) either consents to the specific designated beneficiary (which designation may not be subsequently changed by the Member or Inactive Member without spousal consent) or expressly permits such designation by the Member or Inactive Member without the requirement of further consent by the spouse, and (iii) is witnessed by a Plan representative (other than the Member, or Inactive Member, as applicable) or a notary public, or (B) the consent of such spouse cannot be obtained because the spouse cannot be located or because of other circumstances described by applicable Treasury regulations. Any such consent by such spouse shall be irrevocable.

11.4 Death Benefits from Basic, Supplemental, Matching, and Rollover/Transfer Accounts.

In the event of the death of a Member or Inactive Member prior to distribution in full of his interest in the Plan, the Beneficiary of such Member shall receive distribution of such Member's remaining interest in his Basic, Supplemental, Matching, Profit Sharing, and Rollover/Transfer Accounts in a single sum to such Member's Beneficiary, unless such Beneficiary elects to receive such interest with his IAR Account interest, if any, in the form of a single life annuity.

11.5 Death Benefits from IAR Accounts.

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11.6 Commencement of Death Benefits.

A survivor benefit shall be paid to the surviving spouse of a deceased Member or deceased former Member upon termination of employment thereafter regardless of the age at which such Member's death occurs, and shall be payable monthly thereafter during the life of the surviving spouse, the last payment being for the month in which the death of the surviving spouse occurs. Notwithstanding the foregoing, in no event shall a survivor benefit be paid to the surviving spouse of a deceased Member or deceased former Member prior to the later of the date on which such deceased Member or deceased former Member would have attained normal retirement age or age 62, unless such surviving spouse consents thereto not more than 90 days before the annuity starting date of such survivor benefit. In the event of the death of the surviving spouse prior to the commencement of the payment of the survivor benefit, no survivor benefit shall be payable pursuant to the provisions of this Article XI with respect to such deceased Member or deceased former Member.

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ARTICLE XII
ADMINISTRATION

12.1 Plan Administrator.

For purposes of ERISA, the Company shall be the Plan Administrator and, as such, shall be responsible for the compliance of the Plan with the reporting and disclosure provisions of ERISA.

12.2 Authority of the Company.

The Company shall have all the powers and authority expressly conferred upon it herein and, further, shall have the sole right to interpret and construe the Plan, and to determine any disputes arising thereunder, subject to the provisions of Section 7.9. In exercising such powers and authority, the Company at all times shall exercise good faith, apply standards of uniform application, and refrain from arbitrary action. Any decision of the Company in such exercise of its powers, authorities and duties shall be final and binding upon all affected parties. The Company may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder. The Company shall be a "named fiduciary" as that term is defined in Section 402(a)(2) of ERISA. The Company may:

provided, however, that no powers, authorities, or responsibilities of the Trustee shall be subject to the provisions of paragraph (b) of this Section 12.2; and provided further, that no allocation or delegation by the Company of any of its powers, authorities, or responsibilities to the Trustee shall become effective unless such allocation or delegation first shall be accepted by the Trustee in a writing signed by it and delivered to the Company.

12.3 Action of the Company.

Any act authorized, permitted, or required to be taken by the Company under the Plan, which has not been delegated in accordance with Section 12.2, may be taken by a majority of the members of the Board of Directors of the Company, either by vote at a meeting, or in writing without a meeting. All notices, advices, directions, certifications, approvals, and instructions required or authorized to be given by the Company under the Plan shall be in writing and signed by either (i) a majority of the members of the Board of Directors of the Company, or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) a person who becomes authorized to act for the Company in accordance with the provisions of paragraph (b) of Section 12.2. Subject to the provisions of Section 12.4, any action taken by the Company which is authorized, permitted, or required under the Plan shall be final and binding upon the Company

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and the Trustees, all persons who have or who claim an interest under the Plan, and all third parties dealing with any Trustee or the Company.

12.4 Claims Review Procedure.

Claims for Plan benefits and reviews of Plan benefit claims which 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 a part of the Plan and may be amended from time to time by such committee.

12.5 Qualified Domestic Relations Orders.

Except as otherwise provided with respect to "qualified domestic relations orders" and certain judgments and settlements pursuant to section 206(d) of the Act and sections 401(a)(13) and 414(p) of the Code, and, except as otherwise provided under other applicable law, no right or interest of any kind in any benefit shall be transferable or assignable by any Member or any beneficiary or be subject to anticipation, adjustment, alienation, encumbrance, garnishment, attachment, execution, or levy of any kind. Plan provisions to the contrary notwithstanding, the Company shall comply with the terms and provisions of any "qualified domestic relations order," including an order that requires distributions to an alternate payee prior to a Member's "earliest retirement age" as such term is defined in section 206(d)(3)(E)(ii) of the Act and section 414(p)(4)(B) of the Code, and shall establish appropriate procedures to effect the same.

12.6 Indemnification.

In addition to whatever rights of indemnification the members of the Board of Directors of the Company, or any other person or persons (other than the Trustees) to whom any power, authority, or responsibility of the Company is allocated or delegated pursuant to paragraph (b) of Section 12.2, may be entitled under the articles of incorporation, regulations, or bylaws of the Company, under any provision of law, or under any other agreement, the Company shall satisfy such liability actually and reasonably incurred by any such member or such other person or persons, including expenses, attorneys' fees, judgments, fines, and amounts paid in settlement, in connection with any threatened, pending, or completed action, suit, or proceeding which is related to the exercise, or failure to exercise, by such member or such other person or persons of any of the powers, authorities, responsibilities, or discretion of the Company as provided under the Plan and the Trust Agreement, or reasonably believed by such member or such other person or persons to be provided thereunder, and any action taken by such member or such other person or persons in connection therewith.

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ARTICLE XIII
AMENDMENT AND TERMINATION

13.1 Amendment.

Subject to the provisions of Section 13.2, the Company may at any time and from time to time, amend the Plan.

13.2 Limitation of Amendment.

The Company shall make no amendment to the Plan which shall result in the forfeiture or reduction of the interest of any Member, Inactive Member, Beneficiary, or person claiming under or through any one or more of them pursuant to the Plan; provided, however, that nothing herein contained shall restrict the right to amend the provisions hereof relating to the administration of the Plan and Trust. Moreover, no amendment shall be made hereunder which shall permit any part of the Trust property to revert to any Employer or be used for or be diverted to purposes other than the exclusive benefit of Members, Inactive Members, Beneficiaries, and persons claiming under or through them pursuant to the Plan.

13.3 Termination.

The Company reserves the right, by action of its Board of Directors, to terminate the Plan as to all Employers at any time. The Plan shall terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers. In the event of the termination of the Plan, written notice thereof shall be given to all Members and Beneficiaries having an interest under the Plan, and to the Trustee. Upon any such termination of the Plan, the Trustee and the Company shall take the following actions for the benefit of Members and Beneficiaries:

Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination or discontinuance of contributions by the Employers, the interest of each Member, Inactive Member, and Beneficiary shall become fully vested and nonforfeitable; and, if there is a partial termination of the Plan, the interest of each Member, Inactive Member, and Beneficiary who is affected by such partial termination shall become fully vested and nonforfeitable.

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13.4 Withdrawal of an Employer.

An Employer other than the Company may, by action of its Board of Directors, withdraw from the Plan, such withdrawal to be effective upon notice in writing to the Company (the effective date of such withdrawal being hereinafter referred to as the "withdrawal date"), and shall thereupon cease to be an Employer for all purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete discontinuance of contributions, or in the event it ceases to be a Subsidiary.

13.5 Corporate Reorganization.

The merger, consolidation, or liquidation of the Company or any Employer with or into the Company or any other Employer shall not constitute a termination of the Plan as to the Company or such Employer.

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ARTICLE XIV
ADOPTION BY SUBSIDIARIES: EXTENSION
TO NEW BUSINESS OPERATIONS

Any Subsidiary of the Company which at the time is not an Employer may, with the consent of the Cooper Cameron Corporation Plans Administration Committee, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed pursuant to the authority of its Board of Directors and to be filed with the Company.

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ARTICLE XV
MISCELLANEOUS PROVISIONS

15.1 No Commitment as to Employment.

Nothing herein contained shall be construed as a commitment or agreement upon the part of any Employee hereunder to continue his employment with an Employer, and nothing herein contained shall be construed as a commitment on the part of any Employer to continue the employment or rate of compensation of any Employee hereunder for any period.

15.2 Benefits.

Nothing in the Plan shall be construed to confer any right or claim upon any person other than the parties hereto, Members and Beneficiaries.

15.3 No Guarantees.

Neither any Employer, including the Company, nor the Trustee guarantees the Trust from loss or depreciation, nor the payment of any amount which may become due to any person hereunder. All benefits payable under the Plan shall be paid or provided for solely from the Plan assets and neither the Company nor the Trustee assumes any liability or responsibility for the adequacy thereof.

15.4 Exclusive Benefit.

No part of the Plan assets shall be used for any purpose other than the exclusive purpose of providing benefits which Members and Beneficiaries are entitled to under the Plan, and for the purpose of defraying the reasonable expenses of administering the Plan.

15.5 Duty to Furnish Information.

Each of the Employers, the Company, or the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that any other reasonably deems necessary to perform its duties imposed hereunder or otherwise imposed by law.

15.6 Merger, Consolidation, or Transfer of Plan Assets.

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Member, Inactive Member, and Beneficiary in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).

15.7 Return of Contributions to Employers.

Notwithstanding any other provision of the Plan to the contrary, Basic, Matching and Company Retirement Contributions are contingent upon the deductibility of such contributions under

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Section 404 of the Code. In the event a Basic, Matching or Company Retirement Contribution (or any portion thereof) is made under a mistake of fact, such a contribution shall be returned to the Employers within one year after the payment of the contribution. Since Basic, Matching, and Company Retirement Contribution (or any portion thereof) are conditioned upon the deductibility of the contribution under Section 404 of the Code as set forth above, in the event such deduction is disallowed, any such contribution shall be returned to the Employers within one year after the disallowance of the deduction.

15.8 Addenda.

In the event that it is deemed necessary to accommodate any transition of coverage under other benefit plans to coverage under the Plan with respect to certain groups of Employees, an Addendum setting forth special overriding provisions applicable to such Employees may be added to the Plan. Each Addendum shall for all purposes constitute a part of the Plan and in the event of conflict with any other provision of the Plan, shall control. The provisions of the Plan, together with the provisions specified in each Addendum shall constitute the terms of the Plan applicable to the Employees employed at the location or facility specified in the Addendum.

15.9 Validity of Agreement.

Except as provided under federal law, the provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Texas.

15.10 Uniformed Services Employment and Reemployment Rights Act Requirements.

Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code.

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ARTICLE XVI
SECTION 415 LIMITATIONS

16.1 Application.

The provisions set forth in this Article XVI are intended solely to comply with the requirements of Section 415 of the Code, as amended, and shall be interpreted, applied, and if and to the extent necessary, deemed modified without further formal language so as to satisfy solely the minimum requirements of said Section. For such purposes, the limitations of Section 415 of the Code, as amended, are hereby incorporated by reference and made part hereof as though fully set forth herein, but shall be applied only to particular Plan benefits in accordance with the provisions of this Article XVI, to the extent such provisions are not consistent with Section 415 of the Code. If there is any discrepancy between the provisions in this Article XVI and the provisions of Section 415 of the Code, such discrepancy shall be resolved in such a way as to give full effect to the provisions of Section 415 of the Code.

16.2 Section 415 Definitions.

For purposes of this Article XVI, the following terms and phrases shall have these respective meanings:

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16.3 Limitations and Corrections.

Contrary Plan provisions notwithstanding, in no event shall the Annual Additions credited to a Member's Separate Accounts for any Limitation Year exceed the Maximum Annual Additions for such Member's for such year. If as a result of allocation of forfeitures, a reasonable error in estimating a Member's compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Section 402(g)(3) of the Code) that may be made with respect to any individual under the limits of Section 415 of the Code, or because of other limited facts and circumstances, the Annual Additions that would be credited to a Member's Separate Accounts for a Limitation Year would nonetheless exceed the Maximum Annual Additions for such Member for such year, the excess Annual Additions which, but for this Article XVI, would have been allocated to such Member's Separate Accounts shall be disposed of as follows:

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16.4 Multiple Plans.

For purposes of determining whether the Annual Additions under this Plan exceed the limitations herein provided, all defined contribution plans of the Employer are to be treated as one defined contribution plan. In addition, all defined contribution plans of Controlled Entities shall be aggregated for this purpose. For purposes of this Article XVI only, a "Controlled Entity" (other than an affiliated service group member within the meaning of Section 414(m) of the Code) shall be determined by application of a more than 50% control standard in lieu of an 80% control standard. If the Annual Additions credited to a Member's Separate Accounts for any Limitation Year under this Plan plus the additions credited on his behalf under other defined contribution plans required to be aggregated pursuant to this Section would exceed the Maximum Annual Additions for such Member for such Limitation Year, the Annual Additions under this Plan and the additions under such other plans shall be reduced on a pro rata basis and allocated, reallocated, or returned in accordance with applicable plan provisions regarding Annual Additions in excess of Maximum Annual Additions.

16.5 Contribution Adjustments.

If the limitations set forth in this Article XVI would not otherwise be met for any Limitation Year, the Basic Contributions elections of affected Members may be reduced by the Employer on a temporary and prospective basis in such manner as the Employer shall determine.

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ARTICLE XVII
TOP-HEAVY PLAN RULES

17.1 Application.

For any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section 2), the provisions set forth in this Article XVII shall be applied in accordance with Section 416 of the Code.

17.2 Top-Heavy Definitions.

The following definitions shall be applicable to this Article XVII:

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17.3 Top-Heavy Minimum Allocation Rules.

The following Top-Heavy Plan minimum allocation rules shall apply:

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17.4 Top-Heavy Compensation Limitation.

The annual compensation of any Member to be taken into account under the Plan during any Plan Year in which the Plan is determined to be a Top-Heavy Plan shall not exceed $150,000 (or such adjusted amount determined by the Secretary of the Treasury pursuant to Section 416(d)(2) of the Code).

17.5 Top-Heavy Vesting Provisions.

In the event that the Plan is determined to be a Top-Heavy Plan with respect to any Plan Year, a Member who is eligible to receive the vested interest of his IAR Account and/or Profit Sharing Account (as applicable) in accordance with the provisions of Section 7.2 shall be vested in a portion of IAR Account which shall be no less than it would be under following vesting schedule:

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17.6 Top-Heavy Plan/Benefit Limitations.

In any Plan Year in which the Plan is a Top-Heavy Plan, the denominators of the defined benefit fraction and the defined contribution fraction (as such terms are used in applying the benefit limitation provisions of Section 415 of the Code) shall be computed using 100 percent of the dollar limitation instead of 125 percent.

[Signature Page to Follow]

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     Executed this 28 day of April, 2003, effective for all purposes as provided above.

ADDENDA

TABLE OF CONTENTS

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GEOGRAPHICAL INDEX TO ADDENDA

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COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF
CAMERON DIVISION PLANT AT LIBERTY, TEXAS

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan ("Plan"), this Addendum relates to the Liberty, Texas plant at the Cameron Division of the Company.

     A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Cameron Salaried and Non-Bargaining Hourly Employees' Retirement Plan and then to the Plan. Such separate subaccount shall be 100% vested in such Member.

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COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF
CAMERON DIVISION PLANT AT PATTERSON, LOUISIANA

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan ("Plan"), this Addendum relates to the Patterson, Louisiana plant at the Cameron Division of the Company.

     A. SECTION 3.6 ó COMPANY RETIREMENT CONTRIBUTIONS:

     In addition to the Company Retirement Contribution otherwise set forth in Section 3.6, the Company shall make the additional monthly Company Retirement Contribution set forth below with respect to the following Members:

     B. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Cameron Salaried and Non-Bargaining Hourly Employees' Retirement Plan and then to the Plan. Such separate subaccount shall be 100% vested in such Member.

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COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF COOPER CAMERON VALVES PLANT
IN VILLE PLATTE, LOUISIANA

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan ("Plan"), this Addendum relates to the Ville Platte, Louisiana plant of the Cooper Cameron Valves Division of the Company.

     A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Cameron Salaried and Non-Bargaining Hourly Employees' Retirement Plan and then to the Plan. Such separate subaccount shall be 100% vested in such Member.

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COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF THE COOPER ENERGY SERVICES
DIVISION AT THE HOUSTON, TEXAS PLANT
(TEXCENTRIC)

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan ("Plan"), this Addendum relates to the Houston, Texas plant at the Cooper Energy Services Division (formerly Texcentric) of the Company.

     A. SECTION 3.6 ó COMPANY RETIREMENT CONTRIBUTIONS:

     In addition to the Company Retirement Contribution otherwise set forth in Section 3.6, the Company shall make the additional monthly Company Retirement Contribution set forth below with respect to the following Members:

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COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF
CAMERON DIVISION PLANT AT OKLAHOMA CITY, OKLAHOMA
(DEMCO)

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan ("Plan"), this Addendum relates to the Oklahoma City, Oklahoma facility of the Cameron Division of the Company (formerly Demco).

     A. SECTION 3.6 ó COMPANY RETIREMENT CONTRIBUTIONS:

     In addition to the Company Retirement Contribution otherwise set forth in Section 3.6, the Company shall make the additional monthly Company Retirement Contribution with respect to each Member who was employed on September 30, 1989 at a Cooper Cameron (formerly a Cooper Industries, Inc.) facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility list as set forth below; provided, however, that such amount shall be prorated and credited to such Member's IAR Account based upon the number of pay periods applicable to such Member in such month during which the Member was employed at a facility and in an employment classification set forth on the Additional Retiree Medical Credit Eligibility List.

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     B. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Plan (formerly the Cooper Savings Plan) from the Demco Pension Plan for Hourly and Non-Exempt Salaried Employees and then to the Plan. Such separate subaccount shall be 100% vested in such Member.

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COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF THE WHEELING MACHINE PRODUCTS DIVISION FACILITY
AT PINE BLUFF, ARKANSAS

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan ("Plan"), this Addendum relates to the Pine Bluff, Arkansas facility of the Wheeling Machine Products Division of the Company.

     A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate subaccount shall be maintained with respect to benefits of a Member that were transferred to the Cooper Savings Plan from the Pension Plan for Hourly Employees in the Pine bluff, Arkansas Facilities and then to the Plan. Such separate subaccount shall be 100% vested in such Member.

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COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF COOPER CAMERON VALVES DIVISION PLANT AT LITTLE ROCK, ARKANSAS

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan ("Plan"), this Addendum relates to the Cooper Cameron Valves Plant of the Company in Little Rock, Arkansas (formerly Orbit Valve).

A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     Separate sub-accounts shall be maintained with respect to benefits of a Member (an "Orbit Member") that were transformed to the Plan from the Orbit Valve Company Profit Sharing Plan (the "Orbit Profit Sharing Plan") and the Orbit Valve Company Employee Savings Plan (the "Orbit Savings Plan"). Amounts in such separate sub-accounts that are attributable to a Member's Matching and Profit Sharing Contribution Accounts under the Orbit Savings Plan and a Member's Account under the Orbit Profit Sharing Plan shall respectively vest in accordance with the vesting schedule contained in the plans from which such amounts were transferred, which is set forth below:

     In addition to the lump sum method of distribution of benefits set forth in Section 10.2 of the Plan, an Orbit Member may elect to receive his such separate sub-accounts in periodic installment payments for any term not extending beyond the life expectancy of such Member or the joint and last survivor expectancy of such Member and a designated beneficiary. An Orbit Member may make such an election only if the method of payment of any such form is in compliance with Section 401(a)(9) of the Code and applicable Treasury regulations thereunder.

     In addition to the lump sum method of distribution of benefits set forth in Section 11.4 of the Plan, the beneficiary of an Orbit Member may elect to receive payment of the separate sub-accounts of the deceased Orbit Member in periodic installments for any term not extending beyond the life expectancy of such beneficiary so long as the method of payment of such form is compliance with Section 401(a)(9) of the Code and applicable treasury regulations thereunder. A beneficiary's election as to the method of distribution of such separate sub-accounts must be made within the 90-day period ending on the first day of the first period for which an amount is payable to such beneficiary. If a beneficiary fails to make an election within such 90-day period, the separate sub-accounts of the deceased Orbit Member will be paid to such beneficiary in one lump sum. If a beneficiary properly elects to receive payments in periodic installments, after such installment payments commence, the beneficiary will have the option to reduce the period over which such installments shall be made with the payments being adjusted accordingly. Upon the death of such beneficiary, the remaining balance in the separate sub-account will be paid as soon as administratively possible in one lump sum cash payment, to the beneficiary's executor or to his heirs at law if there is no administration of such beneficiary's estate.

     In addition to the withdrawal rights contained in Section 8.2 of the Plan, Orbit Members who participated in the Orbit Profit Sharing Plan may withdraw all or any part of the vested amount of their

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Employer profit sharing contributions credited to their Matching Account after attaining age 591/2; provided, however, that such Members may only exercise such withdrawal rights once during every six-month period of a calendar year. Furthermore, an Orbit Member who participated in the Orbit Profit Sharing Plan with less than five years of Vesting Service may not withdraw amounts which would reduce the Matching Account balance below the aggregate Employer profit sharing contribution amounts allocated to such Member's Participation Account during the two Plan Years preceding the Plan merger date.

     In addition to the withdrawal rights contained in Section 8.2 of the Plan, an Orbit Member who participated in the Orbit Savings Plan may withdraw all or any part of his sub-accounts attributable to his Elective Contribution Account under such plan after attaining age 591/2; provided, however, that such a Member may only exercise such withdrawal rights once during every six-month period of a calendar year.

     Additional rights and restrictions that apply with respect to such separate sub-accounts are described in the instruments entitled "Merged Orbit Valve Company Employee Savings Plan With and Into Cooper Cameron Retirement Savings Plan" and "Merger of Orbit Valve Company Profit Sharing Plan With and Into Cooper Cameron Corporation Retirement Savings Plan.

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COOPER CAMERON CORPORATION
RETIREMENT SAVINGS PLAN

ADDENDUM

FOR EMPLOYEES OF
COOPER ENERGY SERVICES DIVISION PLANT AT PONCA CITY, OKLAHOMA (NICKLES)

     Pursuant to Section 16.8 of the Cooper Cameron Corporation Retirement Savings Plan ("Plan"), this Addendum relates to the Ponca City, Oklahoma plant at the Cooper Energy Services Division (formerly Nickles) of the Company.

A. SPECIAL ACCOUNT FOR PRIOR PLAN BENEFITS:

     A separate sub-account shall be maintained under each Plan Account, with respect to the benefits of a Member that was transferred to the Plan from the Nickles Machine Corporation Defined Contribution Matching Plan and Trust (the "Nickles Plan").

     In addition to the in service withdrawal rights contained in Section 8.2 of the Plan, such a Member shall be permitted to withdraw all or any part of the separate sub-account portion of his Supplemental Account under the Plan at any time. Further, after he attains age 591/2, such a Member shall be permitted to withdraw any amount credited to such separate sub-accounts; provided, however, that a withdrawal made pursuant to this sentence may be in any amount and may be made up to two times in any 12 month period. Additional forms for distribution of benefits to such Members and their beneficiaries, which were initially preserved in connection with the transfer of account balances from the Nickles Plan to the Plan, were eliminated in accordance with Treasury Regulation § 1.411(d)-4 Q & A2(e).

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