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Exhibit 24.2
[Cooper Cameron Corporation Letterhead]
I, the undersigned, GRACE L. HUGHES, Assistant Secretary of COOPER CAMERON
CORPORATION, a Delaware company (hereinafter called the "Company"), do hereby
certify that pursuant to the meeting of the Board of Directors of the Company
held on July 20, 2000, the following resolutions were duly adopted:
RESOLVED, that the appropriate officers of the Company be, and each hereby
is, authorized and empowered for, in the name and on behalf of the Company to
prepare or cause to be prepared for filing and to file with the Securities and
Exchange Commission (the "SEC") a registration statement with respect to the
additional shares provided for under the Broad-Based 2000 Incentive Plan as
prescribed by the SEC, together with all such information and data in connection
therewith, and exhibits, amendments and supplements thereto as may be
recommended by counsel for the Company or required by the SEC, and to do any and
all acts and things such officer shall deem necessary or appropriate in order
that the Registration Statement may continue in effect in compliance with the
Securities Act of 1933 and the rules and regulations promulgated thereunder; and
FURTHER RESOLVED, that each director and officer of the Company who may be
required to execute said Registration Statement or any amendment thereto be, and
each hereby is, authorized and empowered to execute a power of attorney
appointing Sheldon R. Erikson, Thomas R. Hix and William C. Lemmer, and each of
them severally, his or her true and lawful attorneys or attorney with power to
act with or without the other and with full power of substitution, or
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer, or both, of the Company, said Registration
Statement and any and all amendments thereto and any and all instruments and
documents necessary or incidental in connection therewith, and to file the same
with the SEC; that each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of said directors or officers, as the
case may be, every act whatsoever necessary of desirable to be done in the
premises as fully to all intents and purposes as each of said directors and
officers might or could do in person; and
FURTHER RESOLVED, that it is desirable and in the best interest of the
Company that the Common Stock to be offered under the Incentive Plan be
qualified or registered for sale in various states; that the Chief Executive
Officer, the President, any Vice President, the Treasurer and the Secretary or
any Assistant Secretary be, and each of them hereby is, authorized to determined
the states in which appropriate action shall be taken to qualify or register for
sale all or such part of the securities that may be offered under the Incentive
Plan as said officers may deem advisable in order to comply with applicable laws
of such states, and in connection therewith to execute and file all requisite
papers and documents, including, but not limited to, applications, reports,
surety bonds, irrevocable consents and appointments of attorneys for service of
process; and the execution by such officers of any such instrument or document
or the doing by them of any act in connection with the foregoing matters shall
conclusively establish
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their authority therefor from the Company of the instruments and documents so
executed and the action so taken; and
FURTHER RESOLVED, that the appropriate officers of the Company be, and each
hereby is, authorized and empowered to prepare and file or to cause to be
prepared and to be filed applications for the listing on The New York Stock
Exchange of the Common Stock to be issued pursuant to the Incentive Plan; and
Sheldon R. Erikson, Thomas R. Hix and William C. Lemmer are hereby designated as
the representatives of the Company to appear before the officials of such
exchange and to modify or change the applications, if necessary, and to take
such other steps as may be necessary to effect the listing of said securities on
The New York Stock Exchange; and
FURTHER RESOLVED, that the appropriate officers of the Company be, and each
hereby is, authorized and empowered, for and on behalf of the Company, to take
or cause to be taken all such other and further actions, and to execute,
acknowledge and deliver any and all such instruments as they may deem necessary
or advisable to carry out the purposes and intent of the foregoing resolutions.
I further certify that the foregoing resolutions have not been modified,
revoked or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
COOPER CAMERON CORPORATION, this 21st day of September, 2000.
/s/ Grace L. Hughes
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Grace L. Hughes
Assistant Secretary
(CORPORATE SEAL)
