Supplemental Excess Defined Benefit Plan

FIRST AMENDMENT TO
COOPER CAMERON CORPORATION
SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN


WHEREAS, COOPER CAMERON CORPORATION (the "COMPANY") has heretofore adopted the COOPER CAMERON CORPORATION SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN (the "PLAN") for the benefit of its eligible employees; and

WHEREAS, the Company desires to amend the Plan;


NOW, THEREFORE, in consideration of the premises, the Plan shall be and is hereby amended as follows, effective as of 1996:


1. The reference to "Cooper Cameron Corporation Management Incentive Compensation Deferral Plan" in Section 1.1(h) of the Plan shall be deleted and the reference "Cooper Cameron Corporation Compensation Deferral Plan" shall be substituted therefor.


2. Article IV of the Plan shall be deleted and the following shall be substituted therefor:


"ARTICLE IV


PAYMENT OF PLAN BENEFITS


The supplemental benefits determined under Article III payable
on a ...