COOPER CAMERON CORP, S-8, 1998-06-29

COOPER CAMERON CORP
S-8, 1998-06-29
OIL & GAS FIELD MACHINERY & EQUIPMENT

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<PAGE> 1

As filed with the Securities and Exchange Commission on June 29, 1998

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------------------

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

----------------------------------

COOPER CAMERON CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 76-0451843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)

INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING
UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION
BUFFALO, NEW YORK PLANT
(Full title of the plan)

Franklin Myers
Senior Vice President, General Counsel and Secretary
Cooper Cameron Corporation
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
(Name and address of agent for service)

(713) 513-3300
(Telephone number, including area code, of agent for service)

----------------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered (1) Registered Share(2) Price(3) Fee
<S> <C> <C> <C> <C>
Common Stock, par value 4,000(4) $52.375 $209,500 $62.00
$.01 per share
==========================================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1934,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Long-Term Incentive
Plan.

(2) Estimated based on the reported New York Stock Exchange composite
transactions closing price on June 25, 1998, which is within 5
business days prior to the date of filing of this registration
statement.

(3) Estimated solely for the purpose of calculating the filing fee.

(4) Each share of Common Stock offered hereby includes one purchase right
issuable under the Cooper Cameron Corporation Rights Plan which is
exercisable upon the occurrence of certain specified events.
<PAGE> 2
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed with the Securities and
Exchange Commission (the "SEC") by Cooper Cameron Corporation ("Cooper Cameron"
or the "Company"), are incorporated herein by reference and made a part hereof:

(a) Annual Report on Form 10-K for the year ended December 31, 1997.

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

All reports subsequently filed by the Company and the Plan pursuant to
Sections 13, 14 and 15 (d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The consolidated financial statements of Cooper Cameron incorporated by
reference in Cooper Cameron's Annual Report (Form 10-K) for the year ended
December 31, 1997, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.

The opinion as to the legality of the securities registered hereunder
is being given by Franklin Myers, Senior Vice President, General Counsel and
Secretary of the Company. Mr. Myers is not eligible to participate in the
Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper
Cameron Corporation Buffalo, New York Plant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of the
case, and the corporation may not indemnify for amounts paid in satisfaction of
a judgment or in settlement of the claim. In any such action, no indemnification
may be paid in respect of any claim, issue or matter as to which such persons
shall have been adjudged liable to the corporation except as otherwise approved
by the Delaware Court of Chancery or the court in which the claim was brought.
In any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceedings, as well as to expenses (including
attorneys' fees).

The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum or
disinterested members of the board of directors; or (ii) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct; or (iii) by the stockholders.

The Certificate of Incorporation and bylaws of the Company require the
Company to indemnify the Registrant's directors and officers to the fullest
extent permitted under Delaware law, and to implement provisions pursuant to
contractual indemnity agreements the Company has entered into with its directors
and executive officers. The Certificate limits the personal liability of a
director to the Company or its stockholders to damages for breach of the
director's fiduciary duty. The Company has purchased insurance on behalf of its
directors and officers against certain liabilities that may be asserted or
incurred by such persons in their capacities as directors or officers of the
Company, or that may arise tout of their status as directors or officers of the
Company, including liabilities under the federal and state securities laws.

ITEM 8. EXHIBITS

4.1 First Amended and Restated Bylaws of Cooper Cameron Corporation, filed
as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper
Cameron Corporation filed with the Securities and Exchange Commission
on March 26, 1997, and incorporated herein by reference.

4.2 Amended and Restated Certificate of Incorporation of Cooper Cameron
Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the
Registration Statement on Form S-8 of Cooper Cameron Corporation
(Commission File No. 33- 94948), and incorporated herein by reference.

4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Cooper Cameron Corporation, dated May 19, 1998.

<PAGE> 3
4.4 Amended and Restated Credit Agreement, dated as of March 20, 1997,
among Cooper Cameron Corporation and certain of its subsidiaries and
the banks named therein and First National Bank of Chicago, as agent,
filed as Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, and incorporated herein by reference.

4.5 First Amendment to Rights Agreement between Cooper Cameron Corporation
and First Chicago Trust Company of New York, as Rights Agent, dated
November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form
10-K for the fiscal year ended December 31, 1997, and incorporated
herein by reference.

4.6 Individual Account Retirement Plan for Bargaining Unit Employees at the
Cooper Cameron Corporation Buffalo, New York Plant (January 1, 1995
Restatement).

5.1 Opinion and Consent of Franklin Myers, Senior Vice President, General
Counsel and Secretary of the Company.

23.1 Consent of Franklin Myers (contained in his opinion filed as Exhibit
5.1 hereto.)

23.2 Consent of Independent Auditors.

24.1 Powers of Attorney from certain members of Cooper Cameron Corporation
Board of Directors.

24.2 Certified copy of resolutions authorizing signatures pursuant to Power
of Attorney.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10
(a)(3) of the Securities Act of 1993,

(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in
the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE> 4
SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Houston, State of Texas, on the 29th
day of June, 1998.

COOPER CAMERON CORPORATION
(Registrant)

/s/ Franklin Myers

By:
---------------------------------------------
Franklin Myers, Senior Vice President,
General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 29, 1998:

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Sheldon R. Erikson
- -------------------------------------- Director, Chairman, President &
Sheldon R. Erikson Chief Executive Officer (principal
executive officer)

/s/ Thomas R. Hix
- -------------------------------------- Senior Vice President & Chief
Thomas R. Hix Financial Officer
(principal financial officer)

/s/ Joseph D. Chamberlain
- -------------------------------------- Vice President & Controller
Joseph D. Chamberlain (principal accounting officer)

/s/ C. Baker Cunningham*
- -------------------------------------- Director
C. Baker Cunningham

/s/ Grant A. Dove*
- -------------------------------------- Director
Grant A. Dove
</TABLE>

<PAGE> 5
<TABLE>
<S> <C>
/s/ Michael E. Patrick*
- -------------------------------------- Director
Michael E. Patrick

/s/ David Ross*
- -------------------------------------- Director
David Ross

/s/ Michael J. Sebastian*
- -------------------------------------- Director
Michael Sebastian

*By: /s/ Franklin Myers
----------------------------------
Franklin Myers, Senior Vice President,
General Counsel and Secretary
</TABLE>

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
plan has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston and State of
Texas on the 26th day of June 1998.

INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR
BARGAINING UNIT EMPLOYEES AT THE COOPER
CAMERON CORPORATION BUFFALO, NEW YORK PLANT

ADMINISTRATIVE COMMITTEE

/s/ Thomas R. Hix
--------------------------------------
By: Thomas R. Hix, Chairman

<PAGE> 6
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
4.1 First Amended and Restated Bylaws of Cooper Cameron Corporation, filed
as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper
Cameron Corporation filed with the Securities and Exchange Commission
on March 26, 1997, and incorporated herein by reference.

4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Cooper Cameron Corporation, dated May 19, 1998.

4.4 Amended and Restated Credit Agreement, dated as of March 20, 1997,
among Cooper Cameron Corporation and certain of its subsidiaries and
the banks named therein and First National Bank of Chicago, as agent,
filed as Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, and incorporated herein by reference.

4.6 Individual Account Retirement Plan for Bargaining Unit Employees at the
Cooper Cameron Corporation Buffalo, New York Plant (January 1, 1995
Restatement).

5.1 Opinion and Consent of Franklin Myers, Senior Vice President, General
Counsel and Secretary of the Company.

23.1 Consent of Franklin Myers (contained in his opinion filed as Exhibit
5.1 hereto.)

23.2 Consent of Independent Auditors.

24.1 Powers of Attorney from certain members of Cooper Cameron Corporation
Board of Directors.

24.2 Certified copy of resolutions authorizing signatures pursuant to Power
of Attorney.
</TABLE>

<PAGE> 1
EXHIBIT 4.6

----------------------------------------------------

INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT
(JANUARY 1, 1995 RESTATEMENT)

----------------------------------------------------

.
<PAGE> 2
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT
(JANUARY 1, 1995 RESTATEMENT)

TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I: DEFINITIONS AND CONSTRUCTION

1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
1.02 Number and Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-5
1.03 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-5

ARTICLE II: MEMBERSHIP

2.01 Initial Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
2.02 Membership Classification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
2.03 Reemployment Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1

ARTICLE III: CONTRIBUTIONS

3.01 Plan Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1
3.02 Amount of Company Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . III-1
3.03 Payment of Company Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . III-1
3.04 Reinstatement Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-2
3.05 Return of Company Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . III-2

ARTICLE IV: ALLOCATIONS AND ADJUSTMENTS TO ACCOUNTS

4.01 Allocations of Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
4.02 Allocation of Net Income or Loss . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
4.03 Statutory Limitations on Certain Allocations . . . . . . . . . . . . . . . . . . . . IV-1

ARTICLE V: RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-1

ARTICLE VI: DEATH BENEFITS

6.01 Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI-1
6.02 Designation of Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI-1
6.03 Beneficiary in Absence of a Designated Beneficiary . . . . . . . . . . . . . . . . . VI-1
6.04 Spousal Consent to Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . VI-2

ARTICLE VII: DISABILITY BENEFITS

7.01 Determination of Total and Permanent Disability . . . . . . . . . . . . . . . . . . VII-1
7.02 Amount of Disability Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-1
</TABLE>

(i)
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE VIII: BENEFITS FOR OTHER TERMINATION OF EMPLOYMENT; VESTING

8.01 Benefits for Other Termination of Employment . . . . . . . . . . . . . . . . . . . . VIII-1
8.02 Vested Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1
8.03 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-2
8.04 Restoration of Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-2

ARTICLE IX: TIME AND MANNER OF BENEFIT PAYMENT

9.01 Benefit Commencement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1
9.02 Benefit Payment Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-3
9.03 Payment of Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-6
9.04 Lump Sum Cash-Out . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-8
9.05 Commercial Annuities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-8
9.06 Actuarial Equivalency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-9
9.07 Eligible Rollover Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . IX-9

ARTICLE X: PLAN ADMINISTRATION

10.01 Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X-1
10.02 Plans Management Procedure; Named Fiduciaries . . . . . . . . . . . . . . . . . . . X-1
10.03 Action by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X-1
10.04 Claims Review Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X-1
10.05 Qualified Domestic Relations Order . . . . . . . . . . . . . . . . . . . . . . . . . X-2
10.06 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X-2

ARTICLE XI: FUNDING AGENT; ADMINISTRATION OF PLAN ASSETS

11.01 Funding Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XI-1
11.02 Administration of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . XI-1
11.03 Authorization of Benefit Payments and Distributions . . . . . . . . . . . . . . . . XI-2

ARTICLE XII: FIDUCIARY RESPONSIBILITIES

12.01 General Allocation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . XII-1
12.02 Fiduciary Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XII-1
12.03 Delegation and Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XII-1

ARTICLE XIII: AMENDMENTS TO THE PLAN

13.01 Plan Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XIII-1
13.02 Limitations on Plan Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . XIII-1
13.03 Election of Former Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . XIII-1

ARTICLE XIV: PLAN TERMINATION; PLAN MERGER OR CONSOLIDATION

14.01 Right to Terminate or Discontinue . . . . . . . . . . . . . . . . . . . . . . . . . XIV-1
14.02 Plan Termination or Discontinuance of Contributions . . . . . . . . . . . . . . . . XIV-1
14.03 Merger, Consolidation or Transfer of Assets . . . . . . . . . . . . . . . . . . . . XIV-1
</TABLE>

(ii)
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE XV: VESTING SERVICE; HOUR OF SERVICE

15.01 Vesting Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XV-1
15.02 Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XV-1

ARTICLE XVI: MISCELLANEOUS

16.01 Non-Guarantee of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . XVI-1
16.02 Payments Solely from Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . XVI-1
16.03 Facility of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XVI-1
16.04 Non-Alienation of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XVI-1
16.05 Exclusive Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XVI-2
16.06 Transferred Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XVI-2
16.07 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XVI-2
16.08 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XVI-2
16.09 Internal Revenue Service Approval . . . . . . . . . . . . . . . . . . . . . . . . . XVI-2

ARTICLE XVII: TAX DEFERRED SAVINGS CONTRIBUTIONS

17.01 Tax Deferred Savings Contribution Election . . . . . . . . . . . . . . . . . . . . . XVII-1
17.02 Change of Tax Deferred Savings Contribution Election . . . . . . . . . . . . . . . . XVII-1
17.03 Limitation on Tax Deferred Savings Contributions . . . . . . . . . . . . . . . . . . XVII-1
17.04 Excess Tax Deferred Savings Contributions . . . . . . . . . . . . . . . . . . . . . XVII-2
17.05 Investment and administration of Tax Deferred
Savings Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XVII-2
17.06 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XVII-2
17.07 Distribution of Tax Deferred Savings Contributions . . . . . . . . . . . . . . . . . XVII-2

APPENDIX A SECTION 415 LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

(iii)
<PAGE> 5
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT
(JANUARY 1, 1995 RESTATEMENT)

PREAMBLE

WHEREAS, Cooper Industries, Inc. established the Individual
Account Retirement Plan for Bargaining Unit Employees at the Buffalo, New York
Plant (the "Plan"), effective as of January 1, 1988, for the benefit of hourly
employees represented by the International Association of Machinists and
Aerospace Workers, Local Lodge No. 330, District No. 76, at its Buffalo, New
York facility which Cooper Industries, Inc. ("Cooper") and Cooper Cameron
Corporation, a wholly-owned subsidiary of Cooper have agreed will be assumed by
Cooper Cameron Corporation as of January 1, 1995;

WHEREAS, the Company amended and restated the Plan to comply with
the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of 1986, the
Omnibus Budget Reconciliation Act of 1987, and the Technical and Miscellaneous
Revenue Act of 1988;

NOW, THEREFORE, effective as of January 1, 1995, the Plan is
amended, restated, and renamed the Individual Account Retirement Plan for
Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York
Plant.

<PAGE> 6
ARTICLE I

DEFINITIONS AND CONSTRUCTION

SECTION 1.01 DEFINITIONS

Where the following words and phrases appear in the Plan, they shall
have the respective meanings set forth below, unless their context clearly
indicates to the contrary.

(1) ACCOUNT: An individual account established for each Eligible
Employee who becomes a Member. Such account shall be established,
maintained, and administered as provided in Article IV.

(2) ACCOUNT BALANCE: The balance credited to the Account of a Member as
of any relevant date, to be determined as provided in Article IV.

(3) ALLOCATION DATE: Any date within an Allocation Year on which
Contribution Amounts are allocated as provided in Section 4.02. An
"Annual Allocation Date" shall be the last day of an Allocation Year.

(4) ALLOCATION MONTH: A period of time which coincides with a calendar
month and for which the Company makes contributions pursuant to
Section 3.02.

(5) ALLOCATION YEAR: A period of time which coincides with a Plan Year
and for which the Company makes contributions pursuant to Section
3.02.

(6) BENEFIT DISBURSEMENT DATE: With respect to each Member, the date the
first payment is made pursuant to the Plan to provide a benefit for
such Member or his Beneficiary. In the case of an annuity, the
Benefit Disbursement Date shall be the first day of the first period
for which a payment is payable as an annuity and in the case of a
benefit payable in a form other than an annuity, the Benefit
Disbursement Date shall be the first day on which all events have
occurred which entitle a Member to such benefit.

(7) CODE: The Internal Revenue Code of 1986, and the regulations issued
thereunder, as amended from time to time.

(8) COMPANY: Cooper Cameron Corporation, which as of January 1, 1995,
shall be the plan sponsor of the Plan.

(9) COMPANY CONTRIBUTION: The contributions made to the Plan by the
Company in accordance with the provisions of Section 3.02.

(10) CONTRIBUTION AMOUNT: The amount of Company Contribution made with
respect to each Member as provided in Section 3.02.

(11) CONTRIBUTION HOUR: An hour of active employment while an active
Member of the Plan for which such Member receives pay from the
Company, including overtime, holidays and vacation hours. A
Contribution Hour shall not include any paid hours for any other
absence or other periods during which no duties are performed for the
Company.

(12) CONTROLLED ENTITY: Each corporation that is a member of a controlled
group of corporations, within the meaning of Section 1563(a)
(determined without regard to Sections 1563(a)(4) and 1563(e)(3)(C))
of the Code), 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 organization 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.

I-1
<PAGE> 7
(13) EARLY COMMENCEMENT AGE: A former Member's or Member's Early
Commencement Early Commencement Age shall be age 55, and solely for
purposes of Section 9.02(c)(v) the age at which he terminates
employment with the Controlled Entities, and on or after attainment
of such age, such Member may elect an early Benefit Disbursement Date
as provided in Section 9.01(b).

(14) EFFECTIVE DATE: January 1, 1988; provided, however, that January 1,
1995 shall be the effective date of this restatement of the Plan.

(15) ELIGIBLE EMPLOYEE: An Employee who is employed by the Employer and
who is represented by International Association of Machinists and
Aerospace Workers, Local Lodge No. 330, District No. 76, at the
Buffalo, New York facility of the Employer.

(16) ELIGIBLE RETIREMENT PLAN:

(a) any individual retirement account described in Section
408(a) of the Code;

(b) any individual retirement annuity described in Section
408(b) of the Code;

(d) any annuity plan described in Section 403(a) of the Code.

In the case of an Eligible Rollover Distribution to a beneficiary who
is the Member's surviving spouse, an Eligible Retirement Plan shall
mean only an individual retirement account or individual retirement
annuity described in (a) or (b) above.

(17) ELIGIBLE ROLLOVER DISTRIBUTION: 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 includible in gross income (determined
without regard to any exclusion of net unrealized appreciation with
respect to employer securities).

(18) ELIGIBLE SURVIVING SPOUSE: For purposes of Section 9.02(a), the
spouse to whom a Member is married on his Benefit Disbursement Date.
For purposes of Section 9.03(a), the spouse to whom a Member was
married on the date of his death. For purposes of Section 9.03(d),
the spouse to whom a former Member was married on the date of his
death.

(19) EMPLOYEE: Any individual employed by the Company or a Controlled
Entity.

(20) EMPLOYER: The Turbocompressor Division of the Company.

(21) ERISA: The Employee Retirement Income Security Act of 1974, and the
regulations issued thereunder, as amended from time to time.

(22) FUNDING AGENT: The legal reserve life insurance company or corporate
trustee selected to hold and/or invest assets of the Plan, and if and
when directed, to pay benefits provided under the Plan. Where there
is more than one Funding Agent, the term "Funding Agent" shall refer
to all such Funding Agents.

(23) HOUR OF SERVICE: The measure of service credited to an Employee
pursuant to the provisions of Section 15.02.

I-2
<PAGE> 8
(24) LEASED WORKER: Any person (other than a person who is an employee
without regard to this Paragraph 1.01(24)) 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:

(a) he has performed services for one or more
Controlled Entities (or for any other "related persons"
determined in accordance with Section 414(n)(6) of the Code)
on a substantially full-time basis for a period of at least
one year;

(b) such services are of a type historically
performed in the business field of the recipient, in the
United States, by employees; and

(c) he is not participating in a "safe harbor plan"
of the Leasing Organization. (For this purpose a "safe harbor
plan" is a plan that satisfies the requirements of Section
414(n)(5) of the Code, which will generally be a money
purchase pension plan with a nonintegrated company
contribution rate of at least 10% of compensation and which
provides for immediate participation and full and immediate
vesting).

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 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 1.01(24) 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 Section 1.01(24) 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.

(25) LEAVE OF ABSENCE: Any absence authorized by the Company under the
Company's standard personnel practices.

(26) MEMBER: An Eligible Employee who has met the eligibility requirement
for participation in the Plan as set forth in Article II.

(27) ONE-YEAR BREAK-IN-SERVICE: Any Plan Year during which an Employee is
credited with less than 501 Hours of Service as defined in Article
XV; provided, however, that no Employee shall incur a One-Year
Break-In-Service solely by reason of an absence due to the birth of a
child of the Employee, the pregnancy of the Employee, the placement
of a child with the Employee on account of the adoption of such child
by such employee, or the caring for a child by the 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 One-Year Break-In-Service
or, in any other case, in the immediately following Plan Year.

(28) PLAN: Individual Account Retirement Plan for Bargaining Unit
Employees at the Cooper Cameron Corporation Buffalo, New York Plant,
a profit-sharing plan, as set forth herein and as amended hereafter
from time to time.

(29) PLAN YEAR: Each twelve-consecutive month period commencing January 1
and terminating on the subsequent December 31.

(30) RETIREMENT AGE: Age 65.

I-3
<PAGE> 9
(31) RETIREMENT DATE: The date on which an active or inactive Member
terminates employment with the Company upon or after attaining his
Retirement Age.

(32) SERVICE: A Member's Service for purposes of the Plan shall be
determined in accordance with the rules set forth in Article XV.

(33) TAX DEFERRED SAVINGS CONTRIBUTIONS: The cash or deferred
arrangements contributions made to the Plan in accordance with the
provisions of Article XVII.

(34) TOTAL AND PERMANENT DISABILITY: For the purposes of the Plan, an
active Member shall be deemed to be totally and permanently disabled
if he becomes incapacitated, other than by reason of his military
service or his engaging in a felonious act, because of any medically
demonstrable physical or mental condition either (a) to the extent
that he is unable to engage in any substantial employment or
occupation, which might reasonably be considered within his
capabilities, other than such employment as is found to be for the
purpose of rehabilitation or not incompatible with the finding of
total and permanent disability, or (b) to the extent that his
continuing to engage in any such employment would, in competent
medical opinion, endanger his life. Any such total disability shall
be deemed to be permanent for the purposes of this Plan if, in
competent medical opinion, it still exists upon the cessation of
accident and sickness or salary continuation benefits and it may be
expected to continue for the remainder of such Member's life. A
disability shall be considered as having been incurred by reason of
military service if it shall have been directly incurred in, and due
solely to, military service of such Member and if he receives a
pension therefor from a government or governmental agencies.

(35) VALUATION DATES: A Valuation Date shall be the last business day of
each calendar month. The "Annual Valuation Date" shall be the last
business day of a Plan Year.

(36) VESTED INTEREST: The percentage of a Member's Account which,
pursuant to the Plan, is nonforfeitable.

(37) VESTING SERVICE: As defined in Article XV, the measure of service
used in determining a Member's Vested Interest.

SECTION 1.02 NUMBER AND GENDER

Wherever appropriate herein, words used in the singular shall be
considered to include the plural and the plural to include the singular. The
masculine gender, where appearing in the Plan, shall be deemed to include the
feminine gender.

SECTION 1.03 HEADINGS

The headings of Articles and Sections herein are included solely for
convenience and if there is any conflict between such headings and the text of
the Plan, the text shall control.

I-4
<PAGE> 10
ARTICLE II

MEMBERSHIP

SECTION 2.01 INITIAL MEMBERSHIP

An Eligible Employee shall become a Member as of the later of (i) the
Effective Date, or (ii) the date on which he becomes an Eligible Employee.

SECTION 2.02 MEMBERSHIP CLASSIFICATION

A Member shall be either an "active", an "inactive", or a "former"
Member. A Member while actively employed as an Eligible Employee shall be an
active Member. A Member who ceases to be an Eligible Employee and (i) who
remains employed by the Company or (ii) who is on Leave of Absence or layoff,
shall be an inactive Member. An active or inactive Member who terminates
employment with the Company, or an inactive Member described in clause (ii) of
the next preceding sentence who has terminated employment with the Company and
whose Leave of Absence or layoff has expired, shall be a former Member so long
as he retains an Account Balance in his Account.

SECTION 2.03 REEMPLOYMENT MEMBERSHIP

A former Employee who was a Member prior to a termination of his
employment shall become an active Member again on the date of his reemployment
as an Eligible Employee. A former Employee who was a Member prior to a
termination of his employment shall become an inactive Member on the date of his
reemployment by the Company or a Controlled Entity in an employment status other
than as an Eligible Employee.

II-1
<PAGE> 11
ARTICLE III

CONTRIBUTIONS

SECTION 3.01 PLAN CONTRIBUTIONS

Unless specifically provided otherwise, all contributions to the Plan
shall be made by the Company and Members shall not be required or permitted to
make contributions to the Plan.

SECTION 3.02 AMOUNT OF COMPANY CONTRIBUTIONS

For each Allocation Month, the Company shall contribute an amount equal
to the total of the Contribution Amounts for all active Members of the Plan for
the Allocation Month minus the Section 8.03 forfeitures applicable to the Plan
for such Allocation Month. The monthly Contribution Amount for each Member of
the Plan shall be the total of each "pay period contribution" for the Member for
each "pay period" during the "Member's contribution period" ending within the
Allocation Month, with each "pay period contribution" for the Member being
determined by multiplying the Member's Contribution Hours for the "pay period"
by the contribution rate listed in the table below:

<TABLE>
<CAPTION>
Effective Date of Contribution Rate Contribution Rate
----------------------------------- -----------------
<S> <C>
On and after January 1, 1995 through
July 30, 1995 $.57

On and after July 31, 1995 through
July 30, 1996 $.60

On and after July 31, 1996 $.65
</TABLE>

A "Member's contribution period" is the period beginning as of the first day of
the Member's first "pay period" ending within an Allocation Month and ending on
the last day of the Member's final pay period ending within the same Allocation
Month. A Member's "pay period" is the periodic payroll period for which the
Member is compensated by the Company. Any Company contributions allocated for
the benefit of a Member, together with any net income (or net loss) allocated
thereto, shall be held in the Member's Account.

In addition to the Company Contributions set forth above which are allocated to
Members' Accounts pursuant to Article IV, each Member who elected to transfer
the value of his benefits under the Pension Plan for Employees in the Machinists
Bargaining Unit, District No. 76 at the Cheektowaga, New York Plant ("Prior Plan
Benefits") shall have a separate subaccount in which he is 100% vested
maintained, adjusted and distributed in accordance with the provisions of the
Plan relating to the rest of his Account.

SECTION 3.03 PAYMENT OF COMPANY CONTRIBUTIONS

The Company may make payment of the Company Contributions for any
Allocation Year and/or Allocation Month on any date or dates it elects;
provided, however, that the total amount of the Company Contributions to the
Plan for any Allocation Year shall be paid in full not later than the last day
for filing the Company's federal income tax return for such Allocation Year
(including extensions thereof). Company Contributions shall be paid directly to
the Funding Agent.

III-1
<PAGE> 12
SECTION 3.04 REINSTATEMENT CONTRIBUTIONS

In any case where a reemployed former Member becomes entitled to the
reinstatement of the "forfeitable portion of his Account" as provided in Section
8.04, the Company shall contribute to the Funding Agent such forfeitable portion
of his Account. Any such contribution shall be made as soon as practicable
following the date of the reemployment of the former Member. Such contribution
and the allocation thereof under Section 4.01 shall be made in such manner as is
necessary to avoid a violation of the limitations referred to in Section 4.03.

SECTION 3.05 RETURN OF COMPANY CONTRIBUTIONS

In the event any Company Contribution to the Plan made by the Company or
its Controlled Entities:

(a) is made under a mistake of fact, or

(b) is conditioned upon deduction of the contribution under
Section 404 of the Code and such deduction is disallowed, or

such a contribution may be returned by the Funding Agent to the Company or its
Controlled Entities within one year after the payment of the contribution, the
disallowance of the deduction to the extent disallowed, or the date of denial of
the qualification of the Plan, whichever is applicable, if demand therefor is
made by the Company or its Controlled Entities within the time allowed by law.

III-2
<PAGE> 13
ARTICLE IV

ALLOCATIONS AND ADJUSTMENTS TO ACCOUNTS

SECTION 4.01 ALLOCATIONS OF CONTRIBUTIONS

Each active Member shall have allocated to his Account the Contribution
Amount which is applicable to him for each Allocation Year or Allocation Month
as provided in Section 3.02.

SECTION 4.02 ALLOCATION OF NET INCOME OR LOSS

(a) The Funding Agent shall determine the fair market value
of the Plan assets and the net income (or net loss) of the Plan assets as of
each Valuation Date. As soon as practicable after each Valuation Date, the
Funding Agent shall deliver to the Company a written statement of such
determination.

(b) The Funding Agent shall ascertain the net income (or
net loss) of the Plan assets since the next preceding Valuation Date to the
extent not otherwise allocated.

(c) As of each Valuation Date, the net income (or net loss)
of the Plan assets shall be allocated among the Accounts of the Members and
each such Account shall be credited (or debited) with that portion of such net
income (or net loss) which the ratio of the balance of each such Account on the
immediate preceding Valuation Date bears to the balances of all such Accounts
as of such immediate preceding Valuation Date; provided, however, that prior to
such allocation each Account shall be reduced by the amount of any payments
made therefrom since the immediately preceding Valuation Date.

SECTION 4.03 STATUTORY LIMITATIONS ON CERTAIN ALLOCATIONS

It is the intent of the Plan that allocations made under this Article IV
shall be in compliance with the benefit limitations of Section 415 of the Code.
Accordingly, the limitations set forth in Appendix A to the Plan shall apply to
the allocations made under this Article IV.

IV-1
<PAGE> 14
ARTICLE V

RETIREMENT BENEFITS

As of a Member's Retirement Date, such Member shall be entitled to a
retirement benefit payable in accordance with the provisions of Article IX equal
in value to the sum of paragraphs (a) and (b) below:

(a) The Member's Account Balance as of the Valuation Date with respect to
which a valuation statement has been most recently issued, adjusted to reflect
any net income allocable to the Account and any other changes to the Account for
the period from such Valuation Date to the Member's Benefit Disbursement Date.
In calculating any Account adjustments provided for in this subparagraph (a),
any such calculation may be made on the basis of reasonable estimates when
actual data is unavailable. Any such estimates shall be determined in an
equitable, non-discriminatory, and consistent manner for determinations made
between Valuation Dates.

(b) Any Contribution Amount the Member is entitled to receive as provided
in Section 3.02 which has not been included in the Member's Account Balance as
of his Benefit Disbursement Date.

V-1
<PAGE> 15
ARTICLE VI

DEATH BENEFITS

SECTION 6.01 DEATH BENEFITS

In the event of the death of an active or inactive Member ("deceased
Member," for purposes of this Section 6.01), the designated Beneficiary of the
deceased Member shall be entitled to a death benefit payable in accordance with
the provisions of Section 9.03 equal in value to the sum of paragraphs (a) and
(b) below:

(a) 100% of the deceased Member's Account Balance determined
under subparagraphs (i) and (ii) below, whichever is applicable:

(i) if the deceased Member's Benefit Disbursement Date coincides
with a Valuation Date, the deceased Member's Account Balance as of such
Valuation Date; or

(ii) if the deceased Member's Benefit Disbursement Date does not
coincide with a Valuation Date, the deceased Member's Account Balance as
of the next preceding Valuation Date, adjusted to reflect any net income
allocable to the Account and any other changes to the Account for the
period from such Valuation Date to the Member's Benefit Disbursement
Date.

(b) Any Contribution Amount the deceased Member is entitled
to receive as provided in Section 3.02 which has not been included in the
deceased Member's Account Balance as of his Benefit Disbursement Date.

In calculating any Account adjustments provided for in subparagraph
(a)(ii) above, any such calculation may be made on the basis of reasonable
estimates when actual data is unavailable. Any such estimates shall be
determined in an equitable, non-discriminatory, and consistent manner for
determinations made between Valuation Dates.

SECTION 6.02 DESIGNATION OF BENEFICIARIES

The spouse of each married Member shall be the Beneficiary of such Member
to whom payment of a death benefit determined under Section 6.01 shall be made;
provided, however, that a Member may designate a person or persons other than
his spouse as his beneficiary if the requirements of Section 6.04 are met. Each
Member who is unmarried may designate any person or persons as his Beneficiary
or Beneficiaries to whom payment of a death benefit determined under Section
6.01 shall be made in the event of the death of such Member.

SECTION 6.03 BENEFICIARY IN ABSENCE OF A DESIGNATED BENEFICIARY

If a deceased Member with respect to whom death benefits are payable as
provided in Section 6.01 does not have a surviving spouse and if no Beneficiary
has been designated pursuant to the provisions of Section 6.02, or if no
Beneficiary survives such Member, then the Beneficiary of such Member shall be
the Beneficiary established under the following priority listing:

(i) the beneficiary named under a group term life insurance program
sponsored by the Company,

(ii) if there is no beneficiary under subparagraph (i) above, the
beneficiary named under any other program sponsored by the Company
which provides for a death benefit.

(iii) if there is no beneficiary under subparagraph (i) or (ii) above,
the children of the deceased Member, and

VI-1
<PAGE> 16
(iv) if there is no beneficiary under subparagraph (i), (ii) or (iii)
above, the executor or administrator of the deceased Member's
estate, as the case may be.

SECTION 6.04 SPOUSAL CONSENT TO BENEFICIARY DESIGNATION

In the event a Member is married, any election to designate a beneficiary
other than his spouse as Beneficiary or to change the form of payment applicable
to such Member, shall be effective and may be changed only if the Member's
spouse consents in writing thereto and such consent acknowledges the effect of
such action and is witnessed by a Plan representative or a notary public, unless
a Plan representative finds that such consent cannot be obtained because the
spouse cannot be located or because of other circumstances set forth in Section
401(a)(11) of the Code and regulations issued thereunder.

VI-2
<PAGE> 17
ARTICLE VII

DISABILITY BENEFITS

SECTION 7.01 DETERMINATION OF TOTAL AND PERMANENT DISABILITY

Upon application by an active Member for a disability benefit under the
Plan, the Company shall determine whether such Member has incurred a Total and
Permanent Disability and shall notify such Member of its decision as soon as
practicable. A Member's Total and Permanent Disability must be certified by the
Company and supported by a written medical opinion.

SECTION 7.02 AMOUNT OF DISABILITY BENEFIT

In the event of the Total and Permanent Disability of an active Member,
as certified by the Company, such Member shall be entitled to a disability
benefit payable in accordance with the provisions of Article IX equal in value
to the sum of paragraphs (a) and (b) below:

(a) The Member's Account Balance determined under
subparagraph (i) or (ii) below, whichever is applicable:

(i) if the Member's Benefit Disbursement Date coincides with a
Valuation Date, the Member's Account Balance as of such Valuation Date;
or

(ii) if the Member's Benefit Disbursement Date does not coincide
with a Valuation Date, the Member's Account Balance as of the next
preceding Valuation Date, adjusted to reflect any net income allocable to
the Account and any other changes to the Account for the period from such
Valuation Date to the Member's Benefit Disbursement Date.

(b) Any Contribution Amount the Member is entitled to
receive as provided in Section 3.02 which has not been included in the Member's
Account Balance as of his Benefit Disbursement Date.

In calculating any Account adjustments provided for in subparagraph (a)
(ii) above, any such calculation may be made on the basis of reasonable
estimates when actual data is unavailable. Any such estimates shall be
determined in an equitable, non-discriminatory, and consistent manner for
determinations made between Valuation Dates.

VII-1
<PAGE> 18
ARTICLE VIII

BENEFITS FOR OTHER TERMINATION OF EMPLOYMENT; VESTING

SECTION 8.01 BENEFITS FOR OTHER TERMINATION OF EMPLOYMENT

If an active or inactive Member's employment with the Company terminates
prior to attaining his Retirement Age for any reason other than Total and
Permanent Disability or death, such Member, upon attainment of the Early
Commencement Age, shall be entitled to a benefit payable in accordance with the
provisions of Article IX equal to the sum of paragraphs (a) and (b) below:

(a) The Member's Vested Interest multiplied by his Account
Balance determined under subparagraph (i) and (ii) below, whichever is
applicable:

(i) if the Member's Benefit Disbursement Date coincides with a
Valuation Date, the Member's Vested Interest multiplied by his Account
Balance as of such Valuation Date; or

(ii) if the Member's Benefit Disbursement Date does not coincide
with a Valuation Date, the Member's Vested Interest multiplied by his
Account Balance as of the next preceding Valuation Date, adjusted to
reflect any net income allocable to the Account and any other changes to
the Account for the period from such Valuation Date to the Member's
Benefit Disbursement Date.

(b) The Member's Vested Interest in any Contribution Amount
the Member is entitled to receive as provided in Section 3.02 which has not been
included in the Member's Account Balance as of his Benefit Disbursement Date.

SECTION 8.02 VESTED INTEREST

(a) Except as provided in paragraph (b) or (c) of this
Section 8.02, a Member's Vested Interest in his Account on any determination
date shall be determined by reference to such Member's full years of Vesting
Service as of such date in accordance with the following vesting schedule:

<TABLE>
<CAPTION>
Full Years of Vesting
Service Vested Interest
--------------------- ---------------
<S> <C>
Less than 3 years 0%
3 years 33%
4 years 67%
5 or more years 100%
</TABLE>

(b) In any case where the forfeitable portion of a former
Member's Account is forfeited upon a Forfeitable Event as provided in Section
8.03, the nonforfeitable portion of such Account upon such forfeiture shall then
become the former Member's entire Account and the former Member's Vested
Interest therein shall be 100%. In the event such former Member shall once again
become an active or inactive Member on a subsequent date, such Member's existing
Account with a Vested Interest of 100% shall become a separate account within
the Member's new Account under the plan, and such separate account shall
continue to have a Vested Interest of 100%. Any such separate account shall be
maintained until such time as the Member's Vested Interest in his entire Account
shall become 100%.

VIII-1
<PAGE> 19
(c) Upon the occurrence of one of the events listed in (i),
(ii), or (iii) below, the Vested Interest of a Member or former Member, as the
case may be, in his Account shall become 100%:

(i) An active or inactive Member's Retirement Date (See Article
V);

(ii) The death of an active or inactive Member (See Article VI);
or

(iii) An active Member's Total and Permanent Disability (see
Article VII).

SECTION 8.03 FORFEITURES

At the time a Member terminates employment with the Company and its
Controlled Entities prior to attaining Retirement Age for any reason other than
Total and Permanent Disability or death, a "Forfeitable Event" occurs which is
either (i) distribution of the nonforfeitable portion of the Member's account or
(ii) five (5) consecutive One-Year Breaks-In-Service. Upon the occurrence of a
Forfeitable Event, the forfeitable portion of his Account shall be forfeited and
such forfeited amount shall be applied against the Company's next contribution
obligation under the Plan. Upon the forfeiture of the forfeitable portion of a
Member's Account, such forfeited amount shall cease to be a part of such
Member's Account.

SECTION 8.04 RESTORATION OF FORFEITURES

If a Member who has a Vested Interest of less than 100% in his Account
incurs a forfeiture pursuant to Section 8.03, such forfeited amount shall be
restored to his Account upon reemployment covered by the Plan, if such
reemployment occurs prior to the date on which he would have incurred five
consecutive One-Year Breaks-In-Service or the number of consecutive One Year
Breaks-In-Service equal to his years of Vesting Service prior to his termination
of employment or five (5) years after reemployment. Any restoration shall be
made from the assets of the special contribution of the Company which shall not
constitute an "annual addition" within the meaning of Section 415 of the Code.
The repayment period will be the earlier of five consecutive One-Year
Breaks-In-Service or five years from the date of reemployment with the Employer.

VIII-2
<PAGE> 20
ARTICLE IX

TIME AND MANNER OF BENEFIT PAYMENT

SECTION 9.01 BENEFIT COMMENCEMENT

(a) Subject to the provisions of paragraphs (c) and (d) of
this Section 9.01 and Section 9.04, with respect to a benefit payable to or with
respect to a Member pursuant to Article V (retirement), Article VI (death) or
Article VII (disability), the Benefit Disbursement Date shall be within the 90
day period following the date the Member or his Beneficiary becomes entitled to
such benefit.

(b) Subject to the provisions of paragraphs (c) and (d) of
this Section 9.01, with respect to a benefit payable to a Member pursuant to
Article VIII (other termination of employment), the Benefit Disbursement Date
shall be within the 90 day period following the date such Member attains his
Retirement Age; provided, however, that such Member may elect a Benefit
Disbursement Date which is after attainment of Early Commencement Age and prior
to attainment of Retirement Age.

(c) Notwithstanding the foregoing provisions of this Section
9.01, the Company for the Plan from which a benefit is to be paid may designate
a later Benefit Disbursement Date and, upon notification thereof to such Member
or Beneficiary, as the case may be, such designated date shall become the
Benefit Disbursement Date; provided, however, that in no event shall a Benefit
Disbursement Date be later than the 60th day following the close of the Plan
Year during which the Member attains, or would have attained, age 65 or, if
later, the date he terminated employment with the Company. If the amount of
benefit payment required to commence by a certain date in accordance with the
Plan cannot be ascertained by such date, or if it is not possible to commence
benefit payments on such date because the Company has been unable to locate the
Member or Beneficiary, as the case may be, after making reasonable efforts to do
so, a payment retroactive to such date may be made no later than 60 days after
the earliest date on which the amount of such benefit payment can be ascertained
under the Plan, or the date on which the Member or Beneficiary, as the case may
be, is located, whichever is applicable.

(d) Notwithstanding any provision in the Plan to the
contrary, all distributions required under this Article IX shall be determined
and made in accordance with the proposed 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 proposed regulations. The entire interest of a
Member in his Account must be distributed or must begin to be distributed no
later than the Member's Mandatory Distribution Date. A Member's Mandatory
Distribution Date will be determined as follows:

(i) The Mandatory Distribution Date of a Member who attains age
70-1/2 on or after January 1, 1988 shall be April 1, 1990, or the first
day of April following the calendar year in which the Member attains age
70-1/2, whichever is later.

(ii) The Mandatory Distribution Date of a Member who has attained
age 70-1/2 before January 1, 1988 shall be the first day of April of the
calendar year following the calendar year in which the later of the
Member's termination of employment or attainment of age 70-1/2 occurs.

(e) Notwithstanding any provision to the Plan to the
contrary, distributions to a Member, if not made in a single lump sum, may only
be made over one of the following periods (or a combination thereof):

(1) The life of the Member,

(2) The life of the Member and his Beneficiary,

IX-1
<PAGE> 21
(3) A period certain not extending beyond the life expectancy of the
Member, or

(4) A period certain not extending beyond the joint and last survivor
expectancy of the Member and his Beneficiary.

(f) If the value of a Member's interest in his Account is to
be distributed in other than a single lump sum payment, the following minimum
distribution rules shall become applicable on his Mandatory Distribution Date:

(1) If the value of the Member's Account is to be distributed in
installments, it must be paid over (i) a period not extending
beyond the life expectancy of the Member or the joint life and
last survivor expectancy of the Member and his Beneficiary, or
(ii) a period not extending beyond the life expectancy of his
Beneficiary, and the amount of the Required Minimum Distribution
for each calendar year beginning with distributions for the first
distribution calendar year, must at least equal the following:

(i) For calendar years prior to 1989 (if applicable), the
quotient obtained by dividing the Mandatory Distribution
Value of the Member's Account by the applicable life
expectancy, and if the Member's spouse is not the
Beneficiary, the method of distribution selected must
assure that at least 50% of the present value of the amount
available for distribution is paid within the life
expectancy of the Member.

(ii) For 1989 and subsequent calendar years, the quotient
obtained by dividing the Mandatory Distribution Value of
the Member's Account by the lesser of (1) the applicable
life expectancy or (2) if the Member's spouse is not the
Beneficiary, the applicable divisor determined from the
table set forth in Q&A-4 of Section 1.401(a)(9)-2 of the
proposed regulations (as in effect on the Effective Date).
Distributions after the death of the Member shall be
distributed using the applicable life expectancy referred
to in clause (ii)(1), above as the relevant divisor without
regard to clause (ii)(2).

(2) The Required Minimum Distribution for the Member's first
distribution calendar year must be made on or before the Member's
Mandatory Distribution Date. The Required Minimum Distribution for
other calendar years, including the Required Minimum Distribution
for the calendar year in which the Member's Mandatory Distribution
Date occurs, must be made on or before December 31 of such
calendar year.

(3) Payments under an annuity option must be made in accordance with
the requirements of Section 401(a)(9) of the Code.

(g) If the Member dies on or after the Member's Mandatory
Distribution Date, the remaining portion of the Member's Account must continue
to be distributed at least as rapidly as under the method of distribution in
effect at the Member's death. If, however, the Member dies before the Member's
Mandatory Distribution Date, distribution of the Member's Account must be
completed by December 31 of the calendar year containing the fifth anniversary
of the Member's death.

(h) For purposes of this Section 9.01(d), the words and
phrases hereinafter set forth shall have the following meanings:

(1) Applicable Life Expectancy. The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of the
Member (or Beneficiary) as of the Member's (or Beneficiary's)
birthday in the applicable calendar year reduced by one for each
calendar year which has elapsed since the date life expectancy was
first calculated.

IX-2
<PAGE> 22
(2) Distribution Calendar Year; First Distribution Calendar Year. A
distribution calendar year is a calendar year for which a minimum
distribution is required. For distributions beginning before the
Member's death, the first distribution calendar year is the
calendar year immediately preceding the calendar year which
contains the Member's Mandatory Distribution Date. For
distributions beginning after the Member's death, the first
distribution calendar year is the calendar year in which
distributions are required to begin.

(3) Life Expectancy. Life expectancy and joint and last survivor
expectancy shall be computed by use of the expected return
multiples in Tables V and VI of Section 1.72-9 of the Income Tax
Regulations. Except as may be required pursuant to regulations
under Section 401(a)(9) of the Code in the case where a new
Beneficiary is designated, life expectancies shall not be
recalculated after the first distribution calendar year.

(4) Mandatory Distribution Values of a Member's Account.

(i) The balance of the Member's Account as of the last
Valuation Date in the calendar year immediately preceding
the distribution calendar year (the "valuation calendar
year") increased by the amount of any contributions or
forfeitures allocated to the Account as of dates in the
valuation calendar year after the Valuation Date and
decreased by distributions made in the valuation calendar
year after the Valuation Date.

(ii) For purposes of subparagraph (i), above, if any portion of
the minimum distribution for the first distribution
calendar year is made in the second distribution calendar
year on or before the Mandatory Distribution Date, the
amount of such minimum distribution made in the second
distribution calendar year shall be treated as if it had
been made in the immediately preceding distribution
calendar year.

SECTION 9.02 BENEFIT PAYMENT FORMS

(a) With respect to a benefit payable to a Member pursuant
to Article V (retirement), Article VII (disability), or Article VIII (other
termination of employment), the standard form of benefit for any Member who does
not die prior to his Benefit Disbursement Date and who is unmarried on his
Benefit Disbursement Date shall be an immediate single life annuity and the
standard form of benefit for any Member who does not die before his Benefit
Disbursement Date and who is married on his Benefit Disbursement Date shall be
an immediate 50% joint and survivor annuity. Any such single life annuity shall
be a commercial annuity for the life of the Member. Any such joint and survivor
annuity shall be a commercial annuity which is payable for the life of the
Member with a survivor annuity for the life of the Member's Eligible Surviving
Spouse equal to 50% of the amount of the annuity payable during the joint lives
of the Member and such Member's Eligible Surviving Spouse. The standard form of
benefit will be automatically paid as provided in this Section 9.02(a) unless
the Member has elected not to receive his benefit payments in such form by
executing an "Application for Retirement Benefits Form" during the election
period described in Section 9.02(d); provided, however, that the spouse of any
married Member consents in writing to such election pursuant to the provisions
of Section 9.02(e). Any election may be revoked and subsequent elections may be
made, or revoked, at any time any number of times during such election period.
If the Member has elected not to receive the standard form of benefit as
provided herein, such Member's benefit shall be paid in one of the benefit
payment forms under Section 9.02(c), as selected by such Member.

(b) With respect to a benefit payable to a Member pursuant
to Article V (retirement), Article VII (disability), or Article VIII (other
termination of employment), who is not married on his Benefit Disbursement Date
the form of benefit payment shall be a single life annuity under Section
9.02(c)(i), unless such Member selects another benefit payment form provided in
Section 9.02(c).

IX-3
<PAGE> 23
(c) Subject to the provisions of paragraphs (a) and (b) of
this Section 9.02, the Member may select to receive his benefit in one of the
following forms:

(i) A commercial annuity in the form of a single life annuity
for the life of such Member;

(ii) A commercial annuity in the form of a cash refund annuity;

(iii) A commercial annuity for a term certain of ten (10) years
and continuous for the life of the Member if he survives
such term certain;

(iv) A commercial annuity payable for the life of such Member
with a survivor annuity for the life of his Beneficiary
which shall be equal to 50%, 75%, or 100% of the annuity
payable during the joint lives of the Member and such
Member's Beneficiary;

(v) A lump sum payment payable (i) on or after Retirement Age,
(ii) upon Total and Permanent Disability, or (iii) on or
after Early Commencement Age; or

(vi) A single life annuity commencing prior to the earliest age
as of which such Member will become eligible for an
"old-age insurance benefit" under the federal Social
Security Act, adjusted so that an increased amount will be
paid prior to such age and a reduced amount thereafter; the
purpose of this adjustment is to enable the Member to
receive, from this Plan and under the federal Social
Security Act, an aggregate income in approximately a level
amount for life. Moreover, in the event the Member so
elects, if such Member dies before receiving payments
aggregating the amount of the Account at his Benefit
Commencement Date, the difference shall be paid in a single
lump sum to his designated beneficiary or if there is none,
to the executor or administrator of his estate.

Notwithstanding the foregoing provisions of this Section 9.02(c), the following
additional requirements must be satisfied:

(1) The benefit payment form described in Section 9.02(c) (iii) above shall
only be available if the present value of the total payments actuarially
expected to be made to the Member shall be more than 50% of the present
value of the total payments actuarially expected to be made to the Member
and his Beneficiary.

(2) Any payment under a benefit payment form described in this Section
9.02(c) must satisfy the distribution requirement described in Section
9.01(d).

(3) The form of payment to the Member or to the Member and his Beneficiary
must be payable over a period of time which does not exceed the longer
of: (i) the life expectancy of the Member, or (ii) the joint and last
survivor life expectancy of the Member and his Beneficiary.

(4) Distributions due to the termination of the Plan will be made in
accordance with the modes of distributions provided for in the Plan in
Section 9.02(c)(i), (ii), (iii), (iv), (v) and (vi) above.

(5) Annuity starting date is defined as (i) the first day of the first period
for which an amount is payable as an annuity, or (ii) in the case of a
benefit not payable in the form of an annuity, the first day on which all
events have occurred which entitle the Member to such benefit.

(d) Subject to the provisions of Section 9.02(e) with
respect to any election described in Section 9.02(a), the Company shall furnish,
or shall cause to be furnished, certain general information, pertinent to such
election, to each Member on or about the date which is nine months prior to the
earlier of (i) the date such Member will attain his Early

IX-4
<PAGE> 24
Commencement Age or (ii) the date such Member will attain his latest Retirement
Age. The furnished information shall be written in non-technical language and
shall include (i) a general explanation of the joint and survivor annuity
applicable to a married Member and a general explanation of the life annuity
applicable to an unmarried Member, (ii) a description of the circumstances
under which the life annuity will be paid unless the unmarried Member elects
otherwise and the circumstances under which the joint and survivor annuity and
the preretirement survivor annuity will be paid unless a married Member elects
otherwise pursuant to the provisions of Section 6.04, which requires the
spouse's written consent to a specific alternative beneficiary (or to no
beneficiary) and a specific form of benefit which may not be changed without
spousal consent, (iii) a description of the election procedure and the time
period during which the election must be made, (iv) a description of the
relative financial effect such an election would have on such Member's benefit
under the Plan, and (v) a notice that, if such Member so requests within 60
days of the date he receives such notice, the Company shall furnish, or shall
cause to be furnished, within 30 days of such Member's request, more detailed
information as to the terms and conditions of the life annuity or joint and
survivor annuity, whichever is applicable, and the financial effect of such
election on such Member's benefit under the Plan. The period of time during
which a Member may make election shall begin on the date the general
information described above is furnished to such Member and shall end on the
first day of the month coinciding with or next preceding such Member's Benefit
Disbursement Date. Notwithstanding the foregoing, with respect to a Member who
becomes a Member of the Plan after the date the general information described
above is to be furnished, such general information shall be furnished on or
about the date such Member begins participation in the Plan. In such case, and
in any case where a Member does not otherwise receive the general information
described above on or about the date it is to be furnished, the election period
described above shall not end before (i) 90 days following the furnishing of
such general information, (ii) 60 days following the furnishing of any detailed
information required to be furnished due to the request of such Member, or
(iii) the 90-day period ending on the annuity starting date, whichever occurs
last. If a Member terminates his employment with the employer prior to the
date the general information described above is furnished under such
circumstance that he is entitled to a benefit pursuant to Article VIII, such
Member shall be furnished such general information as soon as practicable after
such Member's termination of employment.

(e) In the event a benefit under the Plan is to be paid to a
Member in the standard joint and survivor annuity form under Section 9.02(a) and
such Member elects another form of benefit payment which will not provide his
spouse with a lifetime survivor annuity which is at least 50% of the amount of
the annuity payable during the joint lives of the Member and the spouse, such
benefit shall be paid in such form only if such Member's spouse consents thereto
in writing. Any spousal consent given pursuant to this provision shall
acknowledge the effect of such form of payment and shall be witnessed by a Plan
representative or a notary public, unless a Plan representative finds that such
consent cannot be obtained because the spouse cannot be located or because of
other circumstances set forth in Section 401(a)(11) of the Code and regulations
issued thereunder. A vested Member (i) may elect, with the written consent of
his or her spouse, not to take the qualified preretirement survivor annuity, and
(ii) may revoke an election not to take the preretirement survivor annuity, or
choose again to take a preretirement survivor annuity at any time, and any
number of times, within the applicable election period. This period is defined
in Section 417(a)(5) of the Code as from the first day of the first Plan Year in
which the Member attains age 35 until the Member's death.

(f) In accordance with procedures established by the
Company, any member who wishes to receive distribution of the vested benefit
under the Plan in the form of an annuity, under the Cooper Cameron Corporation
Salaried Employees' Retirement Plan (the "Cooper Cameron Salaried Plan"), may
elect to transfer the amount of such benefit to the Cooper Cameron Salaried Plan
as of his benefit commencement date to be held and distributed in accordance
with the terms thereof.

(g) Notwithstanding any other provision of the Plan to the
contrary, in no event shall any provision of the Plan restrict the availability
of an alternate form of benefit to a certain select group or classification of
Members or Beneficiaries.

IX-5
<PAGE> 25
SECTION 9.03 PAYMENT OF DEATH BENEFITS

(a) The standard form of death benefit payable with respect
to a Member who dies while employed by the Employer and who leaves an Eligible
Surviving Spouse shall be an immediate survivor annuity. Such survivor annuity
shall be a commercial annuity payable for the life of the Eligible Surviving
Spouse. Such a Member may elect not to have the standard form of death benefit
payable to his Eligible Surviving Spouse by designating a person other than his
Eligible Spouse as his Beneficiary pursuant to the provisions of Sections 6.02
and 6.04; provided, however, that any such election shall not be effective
before the first day of the Plan Year in which the Member attains age 35. The
Company shall furnish, or shall cause to be furnished to each Member, a written
explanation of the terms and conditions of the survivor annuity provided
hereunder, the right of a Member to, and the effect thereof, cause someone other
than his spouse to be his Beneficiary, and the rights of the Member's spouse
with respect to any such designation or change thereof. The time period during
which such explanation is to be provided shall end with the later of (i) the
close of the Plan Year preceding the Plan Year in which the Member attains age
35, (ii) a reasonable period after the Member begins participation in the Plan,
or (iii) a reasonable period after the Member separates from service with the
Employer.

(b) The form of death benefit payable with respect to a
Member who is not married at the time of his death while employed by the
Company, or who is married at such time and who has elected out of the standard
form of death benefit provided in Section 9.03(a), shall be the form provided
for in Section 9.03(c)(i), unless the Member's Beneficiary selects another
benefit payment form set forth in Section 9.03(c).

(c) With respect to the selection of a form of death benefit
payment as provided in paragraphs (b) and (e) of this Section 9.03, the Member's
Beneficiary may select one of the following forms:

(i) A lump sum payment; or

(ii) A commercial annuity in the form of a single life annuity.

(d) If a former Member who is entitled to a benefit pursuant
to Article V (retirement), Article VII (disability), or Article VIII (other
termination of employment) shall die after his termination of employment with
the Company but prior to his Benefit Disbursement Date, his Vested Interest in
the benefit to which he was entitled shall be paid pursuant to Article VI, and
Section 9.03(a), or 9.03(b), whichever is applicable, as if such Member had died
while employed by the Company; provided, however, that the application of the
provisions of this Section 9.03(d) as if the Member had died while employed by
the Company shall not result in a Member entitled to a benefit under Article
VIII (other termination of employment) having a greater Vested Interest in his
Account than his Vested Interest as of the date of his termination of
employment.

(e) In the event a survivor annuity is to be paid to a
Member's Eligible Surviving Spouse, as provided in Section 9.03(a) or 9.03(d),
such Eligible Surviving Spouse may request in writing to receive the survivor
benefit in one of the forms provided for in Section 9.03(c). Within a reasonable
time after any such written request by such Eligible Surviving Spouse, the
applicable Local Administrative Committee shall provide, or shall cause to be
provided, to such Spouse a written explanation, in non-technical language of
such survivor annuity form and the alternative forms of payment which may be
selected along with the financial effect of each such form.

(f) Unless the Member otherwise elects, the payment of
benefits under the Plan to the Member shall begin not later than the 60th day
after the close of the Plan Year in which the latest of the following events
occurs:

IX-6
<PAGE> 26
(i) The date on which the Member attains age 65;

(ii) The date on which the Member terminates service with the
Company or a Controlled Entity.

Notwithstanding any provision in the Plan to the contrary, a Member's Vested
Interest in his Account under the Plan must be distributed, or begun to be
distributed, to him not later than the April 1 following the calendar year in
which the Member attains age 70-1/2. In the event a Member dies after
commencement of the distribution of his interest, any remaining portion of such
interest shall be distributed to his Beneficiary in the method which is at least
as rapid as the method being used at the date of his death. In the event a
Member dies prior to commencement of the distribution of his interest, the
entire interest attributable to such Member shall be distributed within five
years after the date of his death, unless such interest is payable to his
Beneficiary for a period which does not exceed the life or life expectancy of
such Beneficiary, in which event distribution of such interest shall commence no
later than the date such Member would have attained age 70-1/2, if the
beneficiary is the surviving spouse or, under certain circumstances set forth in
Section 401(a) (9) of the Code or regulations thereunder, a child of such former
Member, or the date which is one year after the date of the Member's death, if
the Beneficiary is not the surviving spouse or child of such former Member.

(g) In any case where a former Member dies after his
Benefit Disbursement Date, payment of the benefit payable with respect to such
former Member shall continue, if applicable, in accordance with the benefit
payment form in effect as provided in Section 9.02.

SECTION 9.04 LUMP SUM CASH-OUT

Notwithstanding the foregoing provisions of this Article IX, with respect
to any benefit payable pursuant to Article V (retirement), Article VI (death),
Article VII (disability) or VIII (other termination of employment), if the
amount of the Member's Vested Interest in his Account Balance is not in excess
of $3,500 (or such greater amount as may be prescribed by the Secretary of the
Treasury) such benefit shall be paid to such Member or Beneficiary, as the case
may be, in one lump sum in lieu of any other benefit payment form herein
provided. No distribution may be made under the previous sentence after the
annuity commencement date when the accrued benefit (derived from both employer
and employee contributions, excluding deductible employee contributions) is in
excess of $3,500 unless the Member and his eligible spouse (or where the Member
has died, the Eligible Surviving Spouse) consent in writing to such
distribution. An accrued benefit is immediately distributable if any part of the
benefit may be distributed to the Member before the later of normal retirement
or age 62. This does not apply after the death of the Member. For purposes
hereunder, present value shall be determined by using an interest rate not
greater than the interest rate which would be used (as of the date of
distribution) by the Pension Benefit Guaranty Corporation for purposes of
determining the present value of a lump sum distribution on plan termination.

SECTION 9.05 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 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.

IX-7
<PAGE> 27
SECTION 9.06 ACTUARIAL EQUIVALENCY

With respect to any benefit payable 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 Account Balance to which the particular Member or
Beneficiary, as the case may be, is entitled.

SECTION 9.07 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 of
beneficiary is permitted to consider his decision for at least 30 days and is
advised of such right in writing.

IX-8
<PAGE> 28
ARTICLE X

PLAN ADMINISTRATION

SECTION 10.01 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.

SECTION 10.02 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 10.04. 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:

(a) allocate any of the powers, authorities, or responsibilities
for the operation and administration of the Plan, which are retained by
it or granted to it by this Article X, to the Trustee; and

(b) designate a person or persons other than itself to carry out
any of such powers, authorities, or responsibilities;

provided, however, that no powers, authorities, or responsibilities of the
Trustee shall be subject to the provisions of paragraph (b) of this Section
10.02; and provided further, that no allocation or delegation by the Company of
any of its powers, authorities, 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.

SECTION 10.03 ACTION BY 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 10.02,
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 become authorized
to act for the Company in accordance with the provisions of paragraph (b) of
Section 10.02. Subject to the provisions of Section 10.04, any action taken by
the Company which is authorized, permitted, or required under the Plan shall be
final and binding upon the Company 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.

X-1
<PAGE> 29
SECTION 10.04 CLAIMS REVIEW PROCEDURE

Whenever the Company decides for whatever reason to deny, whether in
whole or in part, a claim for benefits filed by any person (hereinafter referred
to as the "Claimant"), the Company shall transmit to the Claimant a written
notice of its decision, which notice shall be written in a manner calculated to
be understood by the Claimant and shall contain a statement of the specific
reasons for the denial of the claim and a statement advising the Claimant that,
within 60 days of the date on which he receives such notice, he may obtain
review of the decision of the Company in accordance with the procedures
hereinafter set forth. Within such 60-day period, the Claimant or his authorized
representative may request that the claim denial be reviewed by filing with the
Company a written request therefor, which request shall contain the following
information;

(a) the date on which the Claimant's request was filed with the
Company; provided that the date on which the Claimant's request for
review was in fact filed with the Company shall control in the event that
the date of the actual filing is later than the date stated by the
Claimant pursuant to this paragraph (a);

(b) the specific portions of the denial of his claim which the
Claimant requests the Company to review;

(c) a statement of the Claimant setting forth the basis upon which
he believes the Company should reverse its previous denial of his claim
for benefits and accept his claim as made; and

(d) any written material (offered as exhibits) which the Claimant
desires the Company to examine in its consideration of his position as
stated pursuant to paragraph (c) of this Section 10.04.

Within 60 days of the date determined pursuant to paragraph (a) of this Section
10.04, the Company shall conduct a full and fair review of its decision denying
the Claimant's claim for benefits. Within 60 days of the date of such hearing,
the Company shall render its written decision on review, written in a manner
calculated to be understood by the Claimant, specifying the reasons and Plan
provisions upon which its decision was based.

SECTION 10.05 QUALIFIED DOMESTIC RELATIONS ORDER

The Company shall establish reasonable procedures to determine the status
of domestic relations orders and to administer distributions under domestic
relations orders which are deemed to be qualified orders. Such procedures shall
be in writing and shall comply with the provisions of Section 414(p) of the Code
and regulations issued thereunder.

SECTION 10.06 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 10.02, 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.

X-2
<PAGE> 30
ARTICLE XI

FUNDING AGENT; ADMINISTRATION
OF PLAN ASSETS

SECTION 11.01 FUNDING AGENT

(a) The assets of the Plan shall be maintained in a fund by
the Funding Agent for the purpose of providing the benefits provided for under
the Plan. The Company may provide for such fund by entering into a trust
agreement or an annuity contract with the Funding Agent. The Company may
maintain the Plan's fund through more than one Funding Agent and under more than
one annuity contract or trust agreement, or any combination thereof. The
Company, at any time and from time to time, may substitute a new funding medium
or Funding Agent without such substitution being considered a discontinuance of
the Plan.

(b) The Funding Agent shall receive such compensation for
its services as Funding Agent hereunder as may be agreed upon from time to time
by the Company and the Funding Agent. The Funding Agent shall be reimbursed for
all reasonable expenses it incurs while acting as Funding Agent, as agreed upon
by the Company and as provided in Section 11.02(b).

SECTION 11.02 ADMINISTRATION OF PLAN ASSETS

(a) All contributions made under the Plan shall be paid to
the Funding Agent and shall be held, invested, and administered under the terms
of the annuity contract or trust agreement entered into between the Company or
the Employer and the Funding Agent, subject, however, to the provisions of the
Plan. All property and funds of the Plan including income from investments and
from all other sources, shall be retained for the exclusive benefit of Members
and their Beneficiaries, as provided in the Plan, and shall be used to pay Plan
benefits, or to pay expenses of administration of the Plan to the extent not
paid by the Company.

(b) Notwithstanding any other provision of the Plan, in the
event any portion of a Member's benefit under the Plan is satisfied by the
purchase of an annuity, the benefit otherwise payable under the Plan to such
Member shall be reduced by an amount equal to the benefit purchase under the
annuity contract.

(c) Expenses incident to the administration of the Plan may
be paid by the Company or the Employer and, if not paid by the Company or the
Employer, shall be paid from the Plan assets, and, until paid, shall constitute
a claim against the Plan assets which is paramount to the claims of Members and
their Beneficiaries.

(d) The maintenance of an Account with respect to a Member
shall not mean that such Member shall have a greater or lesser interest than
that due him by operation of the Plan and shall not be considered as segregating
any funds or property within the Plan's assets from any other funds or property
contained in the investment fund. No Member or Beneficiary shall have any title
to any specific asset of the Plan, nor shall any such individual have any right
to, or interest in, any assets of the Plan upon termination or otherwise, except
as provided from time to time under the Plan, and then only to the extent of the
benefits payable to such individual out of Plan assets.

XI-1
<PAGE> 31
SECTION 11.03 AUTHORIZATION OF BENEFIT PAYMENTS AND DISTRIBUTIONS

The Company shall issue directions to the Funding Agent concerning all
benefits which are to be paid from the Plan assets pursuant to the provisions of
the Plan. Any distribution made with respect to a Member shall be debited to the
Member's Account. The Funding Agent may make any payment required of the Funding
Agent hereunder by mailing the Funding Agent's check to the person to whom such
payment is to be made.

XI-2
<PAGE> 32
ARTICLE XII

FIDUCIARY RESPONSIBILITIES

SECTION 12.01 GENERAL ALLOCATION OF DUTIES

Each fiduciary with respect to the Plan shall have only those specific
powers, duties, responsibilities and obligations as are specifically given him
under the Plan. It is intended under the Plan that each fiduciary shall be
responsible for the proper exercise of his own powers, duties, responsibilities
and obligations hereunder and shall not be responsible for any act or failure of
another fiduciary except to the extent provided by law or as specifically
provided herein.

SECTION 12.02 FIDUCIARY LIABILITY

A fiduciary shall not be liable in any way for any acts or omissions
constituting a breach of fiduciary responsibility and occurring prior to the
date he becomes a fiduciary or after the date he ceases to be a fiduciary.

SECTION 12.03 DELEGATION AND ALLOCATION

The Company may appoint committees, individuals or any other agents as it
deems advisable and may delegate to any of such appointees any or all of its
powers and duties. Such appointment and delegation must be in writing,
specifying the powers or duties being delegated, and must be accepted in writing
by the delegate. Upon such appointment, delegation and acceptance, the
delegating committee members shall have no liability for the acts or omissions
of any such delegate, as long as the delegating committee members do not violate
their fiduciary responsibility in making or continuing such delegation.

XII-1
<PAGE> 33
ARTICLE XIII

AMENDMENTS TO THE PLAN

SECTION 13.01 PLAN AMENDMENTS

Subject to the limitations set forth in Section 13.02, the Company may at
any time, and from time to time, make any amendment to the Plan that it
determines in its sole discretion to be appropriate. Specifically, but not by
way of limitation, the Company may make any amendment to the Plan which is
necessary to obtain and maintain the tax-qualified status of the Plan, and its
related fund, under the Code, whether or not such amendment is retroactive.

SECTION 13.02 LIMITATIONS ON PLAN AMENDMENT

No amendment to the Plan may be made which would vest in the Company,
directly or indirectly, any interest in or control of the assets of the Plan. No
amendment may be made which would vary the Plan's exclusive purpose of providing
benefits to Members and their Beneficiaries, and defraying the reasonable
expenses of administering the Plan, or which would permit the diversion of any
part of the Plan's assets from such exclusive purpose. No amendment may be made
which would reduce any existing nonforfeitable interest of a Member.

SECTION 13.03 ELECTION OF FORMER SCHEDULE

In the event the Company adopts an amendment to the Plan that directly or
indirectly affects the computation of a Member's Vested Interest in his Account,
any Member with three or more years of Vesting Service shall have a right to
have his nonforfeitable interest in his Account continue to be determined under
the vesting schedule in effect prior to such amendment rather than under the new
vesting schedule, unless the Vested Interest of such Member in his Account under
the Plan, as amended, at any time is not less than such interest determined
without regard to such amendment. Such 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 receives 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
13.03, the Vested Interest of each Member on the effective date of such
amendment shall not be less than his Vested Interest under the Plan as in effect
immediately prior to the effective date thereof.

XIII-1
<PAGE> 34
ARTICLE XIV

PLAN TERMINATION; PLAN MERGER OR CONSOLIDATION

SECTION 14.01 RIGHT TO TERMINATE OR DISCONTINUE

The Company has established the Plan with the intention and expectation
that it will be able to continue the Plan as an ongoing Plan from year to year.
However, the Company realizes that circumstances may arise that would make it
advisable to discontinue the maintenance of the Plan. Accordingly, the Company
reserves the right and shall have the power to completely or partially terminate
the Plan at any time after its establishment, or to discontinue making
contributions to the Plan.

SECTION 14.02 PLAN TERMINATION OR DISCONTINUANCE OF CONTRIBUTIONS

(a) If the Plan is terminated or partially terminated, the
Vested Interest of each Member directly affected by such termination shall
become 100%, effective as of such termination date.

(b) If the Plan is amended so as to permanently discontinue
Company contributions, or if the Company contributions are n fact permanently
discontinued the Vested Interest of each Member directly affected by such
discontinuance shall become 100%, effective as of the date of discontinuance.

(c) Upon a Plan termination or discontinuance, any
previously unallocated Contribution Amounts and net income (or net loss) shall
be allocated among the Accounts of the Members directly affected by such event
as of the date of such termination or discontinuance according to the provisions
of Article IV, as if such date of such event was an Allocation Date. Thereafter,
the net income (or net loss) shall continue to be allocated to such Accounts
until the Account Balances are distributed. In the event of a Plan termination,
the date of the final distribution shall be treated as a Valuation Date.

(d) Following a Plan termination or discontinuance, the Plan
shall continue to be administered in accordance with its terms until such time
as the Company provides the Funding Agent with instructions as to the
liquidation of the Plan's assets. The Company may amend the Plan to provide for
the procedures to be followed in providing for the liquidation of the Plan's
assets upon a Plan termination or discontinuance; provided, however, that no
such amendment or other procedure for the liquidation of the Plan's assets shall
permit (i) the Plan's assets to be used for any purpose other than providing
benefits to Members and their Beneficiaries, and defraying the reasonable
expenses of administering the Plan, including the liquidation thereof, and (ii)
distributions to or with respect to the Members directly affected by the Plan
termination or discontinuance which are made at a time and are payable in a form
and manner not in accordance with the provisions of the Plan.

SECTION 14.03 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

The Plan may not merge or consolidate with, or transfer its assets or
liabilities to, any other plan, unless each Member or Beneficiary, would, in the
event such other plan then terminated, be entitled to a benefit immediately
following such event which is equal to or greater than the benefit to which he
would have been entitled if the Plan were terminated immediately before the
merger, consolidation or transfer.

XIV-1
<PAGE> 35
ARTICLE XV

VESTING SERVICE; HOUR OF SERVICE

SECTION 15.01 VESTING SERVICE

(a) Subject to the provisions in paragraph (b) of this
Section 15.01, a Member's Vesting Service shall be determined on the following
basis:

(1) For the period prior to January 1, 1989, a Member shall be
credited with Vesting Service in an amount equal to the service,
if any, for vesting purposes with which he was credited prior to
the restatement of the Plan.

(2) For all periods from and after January 1, 1989, 1,000 or more
Hours of Service during any Plan Year shall constitute one year of
Vesting Service.

(b) A Member who terminates employment and who subsequently
recommences participation in the Plan, shall be reinstated with the years of
Vesting Service with which he was credited prior to his termination of
employment, if (i) the number of his consecutive One-Year Breaks-In-Service is
less than five (5), or (ii) he had a Vested Interest at the time of such
termination.

SECTION 15.02 HOUR OF SERVICE

(a) An Hour of Service is each hour during an applicable
computation period for which an Employee is directly or indirectly paid, or
entitled to payment, by the Company or a Controlled Entity for the performance
of duties or for reasons other than the performance of duties, including, but
not limited to, any Leave of Absence. Such Hours of Service shall be credited to
the Employee for the computation period in which such duties were performed or
in which occurred the period during which no duties were performed. An Hour of
Service also includes each hour, not credited above, for which back pay,
irrespective of mitigation of damages, has been either awarded or agreed to by
the Company or a Controlled Entity. These Hours of Service shall be credited to
the Employee for the computation period in which the award, agreement or payment
is made. In determining an Employee's total Hours of Service during a
computation period, a fraction of an hour shall be deemed a full Hour of
Service.

(b) The number of Hours of Service to be credited to an
Employee for any computation period shall be governed by Section 2530.200b-2(b)
and (c) of the Department of Labor Regulations under ERISA.

(c) Hours of Service during the period prior to the
Effective Date shall be determined from whatever records may be reasonably
accessible to the Company and, if such records are insufficient, the Company may
make whatever calculations are necessary to approximate Hours of Service for the
period in a manner uniformly applicable to all Employees similarly situated.
These provisions shall be construed by resolving any questions or ambiguities in
favor or crediting Employees with Hours of Service.

(d) In determining an Employee's Hours of Service, there
shall be added to such Employee's Hours of Service as calculated under the
preceding provisions of this 15.02, the number of hours in his
regularly-scheduled workday while absent from active Employment due to sickness,
disability, layoff with recall rights or Leave of Absence following a period for
which he is credited with Hours of Service under the preceding provisions of
this Section 15.02. An Hour of Service credited under the preceding sentence
shall be known as a "Non-Paid Hour of Service" and shall be included in the
employee's Hours of Service for purposes of determining his Vesting Service.

XV-1
<PAGE> 36
ARTICLE XVI

MISCELLANEOUS

SECTION 16.01 NON-GUARANTEE OF EMPLOYMENT

The adoption and maintenance of the Plan shall not be deemed to be a
contract between the Company and any person or to be consideration for the
Employment of any person. Nothing herein contained shall be deemed to give any
person the right to be retained in the employ of the Company or to restrict the
right of the Company to discharge any person at any time nor shall the Plan be
deemed to give the Company the right to require any person to remain in the
employ of the Company or to restrict any person's right to terminate his
employment at any time.

SECTION 16.02 PAYMENTS SOLELY FROM PLAN ASSETS

All benefits payable under the Plan shall be paid or provided for solely
from the Plan assets and neither the Company nor the Funding Agent assumes any
liability or responsibility for the adequacy thereof. The Company or the Funding
Agent may require execution and delivery of such instruments as are deemed
necessary to assure proper payment of any benefits.

SECTION 16.03 FACILITY OF PAYMENT

Whenever the Company determines that a person entitled to a benefit from
the Plan is under a legal disability or is incapacitated in any way so as to be
unable to manage his financial affairs, the Company may direct the Funding Agent
to make payments to such person or to his legal representative or to a relative
or other person caring for such person with such payments shall be for the
benefit of such person. Any such payment of a benefit in accordance with the
provisions of this Section 16.03 shall be in complete discharge of any liability
for the making of such payment under the provisions of the Plan.

SECTION 16.04 NON-ALIENATION OF BENEFITS

Except as provided in Sections 401(a)(13)(B) and 414(p) of the Code
relating to qualified domestic relations orders, benefits payable under the Plan
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any
kind, either voluntary or involuntary, including any such liability which is for
alimony or other payments for the support of a spouse or former spouse or for
any other relative of a Member of Beneficiary to actually being received by the
person entitled to the benefit under the terms of the Plan; and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to benefits payable hereunder, shall be void. The
Plan and the Funding Agent shall not in any manner be liable for, or subject to,
the debts, contracts, liabilities, engagements or torts of any person entitled
to benefits hereunder. Notwithstanding the foregoing provisions of this Section
16.04, the Company may direct the Funding Agent to comply with a qualified
domestic relations court order requiring deductions from a Member or
Beneficiary's benefit payments, but only if such deductions are specifically
provided for in such order.

SECTION 16.05 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.

SECTION 16.06 TRANSFERRED EMPLOYMENT

In any case where a Member transfers employment, directly or indirectly,
from the Company to a Controlled Entity,

XVI-1

<PAGE> 37

such Member shall not be considered to have terminated employment with the
Company for purposes of his eligibility to receive a retirement or other vested
benefit under the Plan so long as he so remains employed by a Controlled Entity.

SECTION 16.07 SEVERABILITY

If any provisions of the Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining provisions
hereof; instead, each provision shall be fully severable and the Plan shall be
construed and enforced as if said illegal or invalid provision had never been
included herein.

SECTION 16.08 APPLICABLE LAW

All provisions of the Plan shall be construed in accordance with the laws
of Texas, except to the extent preempted by federal law.

SECTION 16.09 INTERNAL REVENUE SERVICE APPROVAL

Notwithstanding any other provision of the Plan to the contrary, the
contributions made under the Plan, are contingent upon the deductibility of such
contributions under Section 404 of the Code. To the extent that a deduction for
such contributions is disallowed, such contributions may be returned within one
year after the date of disallowance. In addition, if Company contributions are
made under a mistake of fact, such contributions may be returned to the Company
within one year after the payment thereof.

XVI-2
<PAGE> 38
ARTICLE XVII

TAX DEFERRED SAVINGS CONTRIBUTIONS

SECTION 17.01 TAX DEFERRED SAVINGS CONTRIBUTION ELECTION

Commencing with the date as of which this Article becomes effective or as
of any January 1 or July 1 thereafter, such Member may elect to have Tax
Deferred Savings Contributions in $.10 increments, made on his behalf to the
Plan by his Employer and credited to his Account; provided, however, that such
amount shall not be less than $.10 per Contribution Hour and in no event shall
such Tax Deferred Savings Contributions under the Plan and all other qualified
plans maintained by the Employer or any Controlled Entity exceed $7,000 (or such
higher dollar limit as shall be in effect for such calendar year in accordance
with the adjusted factor prescribed under Sections 402(g)(5) and 415(d) of the
Code) during a calendar year. If a Member elects to have such Tax Deferred
Savings Contributions made on his behalf, his compensation shall be reduced by
the amount he elects pursuant to the terms of a compensation reduction
authorization filed with the Employer. Notwithstanding the foregoing provisions
of this Section, Tax Deferred Savings Contributions made with respect to a Plan
Year on behalf of Highly Compensated Employees (as described and defined in
Section 414(q) of the Code) shall not exceed the limitations set forth in
Section 17.03.

SECTION 17.02 CHANGE OF TAX DEFERRED SAVINGS CONTRIBUTION ELECTION

Effective as of any January 1 or July 1, any Member may suspend or change
the amount of the Tax Deferred Savings Contributions made on his behalf by
filing an amended compensation reduction authorization with the Employer;
provided, however, that such Member may only select an amount of compensation to
be so contributed which does not exceed the applicable limitations set forth in
Sections 17.01 and 17.03.

SECTION 17.03 LIMITATION ON TAX DEFERRED SAVINGS CONTRIBUTIONS

Notwithstanding any other provisions of the Plan to the contrary, the
Company shall take such action as it deems appropriate to limit the amount of
Tax Deferred Savings Contributions under the Plan in each Plan Year to the
extent necessary to insure that any average deferral percentage requirement
under Section 401(k) of the Code is not exceeded. Such Code section and
regulations relating thereto, including the regulation regarding the Multiple
Use Test, are hereby incorporated in the Plan by reference. If for any Plan
Year, the aggregate amount of Tax Deferred Savings Contributions under the Plan
actually paid over to the trustee on behalf of certain Members exceeds the
maximum amount permitted under the limits described in this Section 17.03 for
such Plan Year, then the amount of such excess (hereinafter referred to as
"Excess Contributions" and determined by reducing the Tax Deferred Savings
Contributions on behalf of such Member in order of the actual deferral
percentages as defined in Section 401(k)(3)(B) of the Code beginning with the
highest of such percentages), plus any income and minus any loss allocable
thereto, shall be distributed to Members to whose Accounts were allocated in the
case of Excess Contributions attributable to such Tax Deferred Savings
Contributions, to the extent applicable. The income or loss allocable to Excess
Contributions shall be determined by the Company in accordance with applicable
rules and regulations.

SECTION 17.04 EXCESS TAX DEFERRED SAVINGS CONTRIBUTIONS

If a Member who had Tax Deferred Savings Contributions made on his behalf
for a Plan Year files with the Employer, within the time limit prescribed by the
Employer after the end of such Plan Year, a written statement, on a form
acceptable to the Employer, that he has elective deferrals within the meaning of

XVII-1
<PAGE> 39
Section 402(g) of the Code for the taxable year in excess of the dollar
limitation on elective deferrals to 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 and any income allocable 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.

SECTION 17.05 INVESTMENT AND ADMINISTRATION OF TAX DEFERRED SAVINGS
CONTRIBUTIONS

Any Tax Deferred Savings Contributions which are credited to a Member's
Account shall be deposited with the Funding Agent and commingled for investment
purposes with other Plan Assets. The Funding Agent shall account for the Tax
Deferred Savings Contributions of a Member separately in accordance with the
procedures applicable to Accounts in general. Except as specifically provided in
this Article XVII Tax Deferred Savings Contribution shall be held and
administered in accordance with the procedures applicable to contributions to
credited Accounts. Notwithstanding the foregoing, in no event shall the amount
of a Member's Account attributable to Tax Deferred Savings Contributions be
distributable to such Member or his Beneficiary earlier than (i) separation from
service, death, or disability; or (ii) attainment of age 59-1/2.

SECTION 17.06 VESTING

A Member shall be 100% vested at all times in the value of his Tax
Deferred Savings Contributions.

SECTION 17.07 DISTRIBUTION OF TAX DEFERRED SAVINGS CONTRIBUTIONS

Subject to the limitations set forth in this Section 17.07, each Member
shall be entitled to receive the entire interest of his Account attributable to
his Tax Deferred Savings Contributions in a single sum upon the termination of
such Member's employment with the Employer and the Controlled Entities;
provided, however, that if such interest when added to any other vested interest
of the Member under the Plan exceeds $3,500, such interest may not be
distributed to such Member prior to Normal Retirement Age without his consent
and the consent of his spouse. Notwithstanding the foregoing, any such
distribution of Tax Deferred Savings Contributions shall be made in the
following manner unless the Member elects otherwise.

(1) MARRIED MEMBERS. The standard form of benefit payment of Tax Deferred
Savings Contributions for any Member who is married on the date such
Contributions are to be distributable to him shall be an immediate 50% joint and
survivor annuity. Such joint and survivor annuity shall be a commercial annuity
which is payable for the life of the Member with a survivor annuity for the life
of the Member's surviving spouse equal to 50% of the amount of the annuity
payable during the joint lives of the Member and such Member's surviving spouse.
The standard joint and survivor annuity shall be paid automatically as provided
hereunder unless the Member elects to receive his benefit payments in another
form during the election period described in Section 9.02(d); provided, however,
that the Member's spouse consents in writing to such election pursuant to the
provisions of Section 9.02(e). Any such election may be revoked and subsequent
elections may be made, or revoked, at any time during such election period
provided that the Member's spouse consents thereto in writing and such consent
acknowledges the effect of such action and is witnessed by a notary public or
plan representative unless a Plan representative finds that such consent cannot
be obtained because the spouse cannot be located or because of other
circumstances set forth in Section 401(a)(11) of the Code and regulations issued
thereunder. In the event any Member receives his Vested Interest in such a
single sum form, no other benefit shall be payable with respect to him under the
Plan. If the Member has elected not to receive the standard joint and survivor
annuity as provided herein, such Member's benefit shall be paid in a single sum.

XVII-2

<PAGE> 40
(2) UNMARRIED MEMBERS. The standard form of benefit payment of Tax
Deferred Savings Contributions for any Member who is not married on the date
such Contributions are distributable to him, shall be a single life annuity,
unless such Member selects to receive his benefit payments in another form
during the election period described in Section 9.02(e).

In the event that a Member dies prior to receiving the entire interest of his
Account attributable to his Tax Deferred Savings Contributions, any such
remaining interest shall be distributed to his Beneficiary in accordance with
the provisions of Section 9.03.

EXECUTED at Houston, Texas this 18th day of January, 1995.

COOPER CAMERON CORPORATION

By: /s/ Michael J. Sebastian
--------------------------------
Title:

XVII-3
<PAGE> 41
APPENDIX A

SECTION 415 LIMITATIONS

Section 1. APPLICATION. The provisions set in this Appendix A are
intended solely to comply with the requirements of Section 415 of the Code, as
amended by the Tax Reform Act of 1986, 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, subject,
however, to the provisions of Section 1106(i)(3) of the Tax Reform Act of 1986.
For such purposes, the limitations of Section 415 of the Code, as amended by
the Tax Reform Act of 1986, 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 Appendix A,
to the extent such provisions are not consistent with said Section 415. If
there is any discrepancy between the provisions in this Appendix A 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.

Section 2. SECTION 415 DEFINITIONS. The following definition shall
be applicable to this Appendix A in addition to those set forth in Article I:

2.1 ANNUAL ADDITIONS. The sum of the following amounts
credited to a Member's Account for a Limitation Year:

(a) Employer contributions;

(b) forfeitures;

(d) contributions to an individual medical account
pursuant to the requirements of Section 401(h) of the
Code under the Plan or any other defined contribution
plan or defined benefit plan maintained by the
Employer on behalf of a Member who is a key employee
as defined in Section 416(i)(1) of the Code; and

(e) contributions to a separate account established under
a welfare benefit fund, pursuant to the requirements
of Section 419A of the Code, on behalf of a Member
who is a key employee as defined in Section 416(i)(1)
of the Code.

For purposes hereof, rollover contributions are contributions as defined in
Sections 402(a)(5), 403(a)(4), and 408(d)(3) of the Code.

2.2 ANNUAL BENEFIT. A retirement benefit under the plan
which is payable annually in the form of a straight-life annuity.
Except as provided below, a benefit payable in a form other than a
straight-life annuity must be adjusted to an actuarially equivalent
straight-life annuity before applying the limitations in this Appendix
A. The interest rate assumption used to determine actuarial
equivalence will be the greater of the interest rate specified in the
Plan or five percent. The annual benefit does not include any
benefits attributable to employee contributions or rollover
contributions, or the assets transferred from a qualified plan that
was not maintained by the Employer. No actuarial adjustment to the
benefit is required for (i) the value of a qualified joint and
survivor annuity, (ii) the value of benefits that are not directly
related to retirement benefits (such as disability benefits,
preretirement death benefits and post-retirement medical benefits),
and (iii) the value of post-retirement cost-of-living increases made
in accordance with Treasury regulations.

2.3 COMPENSATION. Compensation is a Member's wages,
salaries, and other amounts received for personal services actually
rendered in the course of employment with the employer or a Controlled
Entity, excluding, however, (i) contributions made by

A-1
<PAGE> 42
the employer or a Controlled Entity to a plan of deferred compensation
to the extent that, before the application of the limitations of
Section 415 to such plan, the contributions are not includible in the
gross income of the Member for the taxable year in which contributed,
(ii) contributions made by the Employer or a Controlled Entity on his
behalf to a simplified employee pension plan described in Section
408(k) of the Code, (iii) any distributions from a plan of deferred
compensation (other than amounts received pursuant to an unfunded
non-qualified plan in the year such amounts are includible in the
gross income of the Member), (iv) amounts received from the exercise
of a nonqualified stock option or when restricted stock or other
property held by the Member becomes freely transferable or is no
longer subject to substantial risk of forfeiture, (v) amounts received
from the sale, exchange, or other disposition of stock acquired under
a qualified stock option, and (vi) any other amounts that receive
special tax benefits, such as premiums for group term life insurance
(but only to the extent that the premiums are not includible in the
gross income of the Member).

2.4 DEFINED BENEFIT FRACTION. A fraction, the numerator of
which is the projected annual benefit of such Member under all such
plans (determined as of the close of such Limitation Year) and the
denominator of which is the lesser of (i) the product of 1.25
multiplied by the dollar limitation in effect under Section
415(b)(1)(A) of the Code for such year or (ii) the product of 1.4
multiplied by the amount which may be taken into account under Section
415(b)(1)(B) of the Code with respect to such Member for such year;
provided, however, that (A) if a Member was a participant prior to
January 1, 1983, and on December 31, 1982, his accrued benefit
exceeded the maximum defined benefit dollar limitation, on January 1,
1983, or (B) if a Member was a participant prior to January 1, 1987,
and his accrued benefit on December 31, 1986 exceeded the maximum
defined benefit dollar limitation on January 1, 1987, then such
limitation with respect to such Member shall be equal to the greater
of his accrued benefits as of December 31, 1982 or December 31, 1986,
as the case may be.

2.5 DEFINED CONTRIBUTION FRACTION. A fraction, the numerator
of which is the sum of the aggregate Annual Additions to the Member's
Account under all defined contribution plans (whether or not
terminated) maintained by the Employer for the current and all prior
Limitation Years (including the Annual Additions attributable to the
Member's non-deductible employee contributions to all defined benefit
plans, whether or not terminated, maintained by the Employer), and the
denominator of which is the sum of the lesser of the following amounts
for the current and all prior Limitation Years of service with the
Employer: (i) the product of 1.25 multiplied by the dollar limitation
in effect under Section 415(c)(1)(A) of the Code for such year,
determined without regard to Section 415(c)(6) of the Code, or (ii)
the product of 1.4 multiplied by the amount which may be taken into
account under Section 415(c)(1)(B) of the Code with respect to such
Participant for such year; provided, however, that the denominator may
be determined under any transitional rules for years ending prior to
January 1, 1983, prescribed by the Code (including the special
transitional rule set forth in Sections 415(e)(6) of the Code, if the
Plan's Administrative Committee so elects.

2.6 EMPLOYER. Cooper Cameron Corporation, and all members of
a controlled group of corporations (as defined in Section 414(b) of
the Code, as modified by Section 415(h) of the Code), commonly
controlled trades or businesses (as defined in Section 414(c) of the
Code, as modified by Section 415(h) of the Code), or affiliated
service groups (as defined in Section 414(m) of the Code) of which
Cooper Cameron Corporation is a part.

2.7 EXCESS AMOUNT. The excess of the Member's Annual
Additions for the Limitation Year over the defined contribution
maximum permissible amount.

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<PAGE> 43
2.8 HIGHEST AVERAGE COMPENSATION. The average Compensation
for the three consecutive years of service with the Employer that
produces the highest average. A year of service with the Employer
shall be any 12-consecutive month period of service.

2.9 LIMITATION YEAR. The 12-consecutive month period
corresponding with the calendar year. If the Limitation Year is
amended to a different 12-consecutive month period, the new Limitation
Year must begin on a date within the Limitation Year in which the
amendment is made.

2.10 DEFINED CONTRIBUTION MAXIMUM PERMISSIBLE AMOUNT. The
lesser of $30,000 (or beginning January 1, 1988, such larger amount
determined under applicable provisions of the Code), or 25 percent of
the Member's Compensation for the Limitation Year. If a short
Limitation Year is created because of an amendment changing the
Limitation Year to a different 12-month consecutive period, the
defined contribution maximum permissible amount will not exceed
$30,000 multiplied by a fraction, the numerator of which is the
number of months in the short Limitation Year, and the denominator of
which is 12.

2.11 DEFINED BENEFIT MAXIMUM PERMISSIBLE AMOUNT. The maximum
aggregate annual retirement benefit which may be paid to a Member
under a defined benefit plan maintained by the Employer may not at any
time within a Limitation Year exceed the lesser of:

(a) $90,000; provided, however that such amount
shall be adjusted automatically to reflect increases in the
cost-of-living in accordance with Treasury regulations
beginning with the 1988 Plan Year; or

(b) 100% of the Member's average annual Compensation
for his highest three consecutive Years of Service,

multiplied by:

(c) if paragraph (a) is utilized, the percentage
determined by dividing the number of years of plan
participation he will have as of the end of the Limitation
Year by 10, if the Member has less than ten years of plan
participation at such time; or

(d) if paragraph (b) is utilized, the percentage
determined by dividing the number of years of employment with
the Employer he will have as of the end of the Limitation Year
by 10, if the Member has less than ten years of such
employment at such time.

Notwithstanding the foregoing, if the Member's annual
retirement benefit in a Limitation Year or any prior Limitation Year
does not exceed $10,000, as adjusted by the percentage shown in
paragraph (c) above of Section 2.11, if applicable, he may receive the
full amount of such benefit without regard to the other limitations
specified in this Section 2.11, provided the Member did not
participate at any time in any defined contribution plan maintained by
the Employer.

2.12 PROJECTED ANNUAL BENEFIT. The annual benefit as defined
in Section 2.2 to which the Member would be entitled under the terms
of the Plan assuming:

(a) the Member continued employment until the social
security retirement age, as defined in Section 415(b)(8) of
the Code (or current age, if later); and

A-3
<PAGE> 44
(b) the Member's Compensation for the current
Limitation Year and all relevant factors used to determine
benefits under the Plan will remain constant for all future
Limitation Years.

Section 3. LIMITATIONS ON ALLOCATIONS. For each Limitation Year,
the provisions hereinafter set forth shall apply.

3.1.1 If the Member does not participate in, and has never
participated in another qualified plan maintained by the Employer, the
amount of Annual Additions which may be credited to the Member's
Account for any Limitation Year shall not exceed the lesser of the
defined contribution maximum permissible amount or any other
limitation contained in the plan. If the Employer contributions that
would otherwise be contributed or allocated to the Member's Account
would cause the Annual Additions for the Limitation Year to exceed the
defined contribution maximum permissible amount, the amount
contributed or allocated shall be reduced so that the Annual Additions
for the Limitation Year will equal the defined contribution maximum
permissible amount.

3.1.2 Prior to determining the Member's actual Compensation
for the Limitation Year, the Employer may determine the defined
contribution maximum permissible amount for a Member on the basis of a
reasonable estimation of the Member's Compensation for the Limitation
Year, uniformly determined for all Members similarly situated. As
soon as is administratively feasible after the end of the Limitation
Year, the defined contribution maximum permissible amount for the
Limitation Year shall be determined on the basis of the Member's
actual Compensation for the Limitation Year.

3.1.3 If there is an excess amount, the excess shall be
disposed of as follows:

(a) Any non-deductible voluntary employee
contributions, to the extent they would reduce the excess
amount, shall be returned to the Member;

(b) If after the application of paragraph (a), an
excess amount still exists, and the Member is covered by the
Plan at the end of the Limitation Year, the excess amount in
the Member's Account shall be used to reduce Employer
contributions (including any allocations of forfeitures) for
such Member in the next Limitation Year, and each succeeding
year, if necessary;

(c) If after the application of paragraph (a), an
excess amount still exists, and the Member is not covered by
the Plan at the end of the Limitation Year, the excess amount
shall be held unallocated in a suspense account. The suspense
account shall be applied to reduce future Employer
contributions (including allocation of any forfeitures) for
all remaining Members in the next Limitation Year, and each
succeeding Limitation Year, if necessary.

(d) If a suspense account is in existence at any
time during the Limitation Year pursuant to this Section 3, it
will not participate in the allocation of the investment gains
and losses on the Plan's assets.

(e) In applying the provisions in the preceding
paragraphs of this Section 3.1.3, whenever it is necessary to
reduce contributions to eliminate an excess amount, such
reduction shall be made (i) first, from the contributions as
provided in (a) above, (ii) second, from any non-deductible
employee contributions other than those in (i) and any
matching Employer contribution associated therewith, to the
extent they would reduce the excess amount, (iii) third, from
any Employer contributions other than those described in the
following (iv), (v) and (vi), (iv) fourth, from any

A-4

<PAGE> 1

EXHIBIT 5.1

June 26, 1998

Cooper Cameron Corporation
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027

Gentlemen:

I am the General Counsel for Cooper Cameron Corporation, a Delaware
corporation (the "Company"), and have acted in such capacity in connection with
the registration under the Securities Act of 1933, as amended, of 32,000 shares
(the "Shares") of the Company's common stock, $.01 par value (the "Common
Stock"), to be offered upon the terms and subject to the conditions set forth in
the Company's Registration Statements on Form S-8 (the "Registration
Statements") to be filed with the Securities and Exchange Commission relating to
the following plans:

Individual Account Retirement Plan for Bargaining Unit Employees at
the Cooper Cameron Corporation Buffalo, New York Plant

Individual Account Retirement Plan for Bargaining Unit Employees at
the Cooper Cameron Corporation Grove City Facility

Individual Account Retirement Plan for Bargaining Unit Employees at
the Cooper Cameron Corporation Missouri City, Texas Facility

Individual Account Retirement Plan for Hourly-Paid Employees at the
Cooper Cameron Corporation Mount Vernon Plant

Individual Account Retirement Plan for Cooper Cameron Corporation
Hourly Employees, IAM, at the Superior Plant

Individual Account Retirement Plan for Cooper Cameron Corporation
Hourly Employees, UAW, at the Superior Plant.

In connection therewith, I have examined originals or copies certified
or otherwise identified to my satisfaction of the Amended and Restated
Certificate of Incorporation of the Company, the First Amended and Restated By-
laws of the Company, the corporate proceedings with respect to the offering of
the Shares and such other documents and instruments as I have deemed necessary
or appropriate for the expression of the opinions contained herein.

I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments submitted to me as copies
and the correctness of all statements of fact contained in all records,
certificates and other instruments that I have examined.

Based upon the foregoing, and having a regard for such legal
considerations as I have deemed relevant, I am of the opinion that:

(i) The Company has been duly incorporated and is validly
existing in good standing under the laws of the State of Delaware.

<PAGE> 2
Cooper Cameron Corporation
June 26, 1998
Page 2

(ii) The Shares proposed to be sold by the Company have
been duly and validly authorized for issuance and, when issued in
accordance with the terms of the Registration Statements, and subject
to compliance with any applicable Blue Sky laws, will be validly
issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statements.

Very truly yours,

/s/ Franklin Myers
--------------------------------------
Franklin Myers
Senior Vice President, General Counsel
and Secretary

<PAGE> 1
Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Individual Account
Retirement Plan for Hourly-Paid Employees at the Cooper Cameron Corporation
Buffalo, New York Plant and to the incorporation by reference therein of our
report dated January 29, 1998, with respect to the consolidated financial
statements of Cooper Cameron Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas
June 26, 1998

<PAGE> 1
Exhibit 24.1

POWER OF ATTORNEY

COOPER CAMERON CORPORATION

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R.
HIX and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary
or advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and
indeterminate amount of interest to be offered or sold pursuant to the
Individual Account Retirement Plans; including specifically, but without
limiting the generality of the foregoing, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer and/or
director of the Company to one or more Registration Statements on Form S-8, as
the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit
to, or in connection with said Registration Statements or amendments; and (ii)
to register or qualify the Stock for sale and to register or license the
Company as a broker or dealer in the Stock under the securities or Blue Sky
laws of all such states as may be necessary or appropriate to permit the
offering and sale as contemplated by said Registration Statements, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer and/or director of the Company to any application,
statement, petition, prospectus, notice or other instrument or document, or to
any amendment thereto, or to any exhibit filed as part thereof or in connection
therewith, which is required to be signed by the undersigned and to be filed
with the public authority or authorities administering said securities or Blue
Sky laws for the purpose of so registering or qualifying the Stock or
registering or licensing the Company; and the undersigned does hereby ratify
and confirm as his own act and deed all that said attorneys and agents, and
each of them, shall do or cause to be done by virtue hereof.