EXHIBIT 10.1

                              TERMINATION AGREEMENT

DATE:               April [__], 2003 [Effective Date]

TO:                 COOPER CAMERON CORPORATION ("Cooper")
                    Telephone No.: (713) 513-3336
                    Facsimile No.: (713) 513-3355

                    Attention:  Mike Jennings, Vice President and Treasurer

FROM:               CREDIT LYONNAIS NEW YORK BRANCH ("CLNY")
                    Telephone No.: (212) 261-7426
                    Facsimile No.:  (212) 459-3167
                    Attention:  Ricardo L. Gomes

SUBJECT:            Termination of two Share Swap Transactions having effective
                    dates of March 15, 2002 and August 12, 2002 each as between
                    Cooper and CLNY (collectively, the "Transactions")


WHEREAS, Credit Lyonnais purchased 1,006,500 shares (the "Hedge Shares") of
Cooper common stock in market transactions at the inception of the Transactions
to hedge its exposure under the Transactions;

WHEREAS, pursuant to the terms of the Transactions, the early termination of the
Transactions requires Cooper to register the Hedge Shares for resale under the
Securities Act of 1933, as amended; and

WHEREAS, Cooper filed a Registration Statement on Form S-3 with the Securities
and Exchange Commission (the "SEC") on [April __, 2003] (the "Registration
Statement"), which Registration Statement identifies Credit Lyonnais as the
selling shareholder thereunder.

NOW, THEREFORE, the parties hereto wish to set forth the terms and conditions
upon which the Transactions will be terminated. The purpose of this termination
agreement (this "Termination Agreement") is to confirm the terms and conditions
upon which the Cooper and CLNY agree to terminate the Transactions.

<PAGE>


Capitalized terms used herein but not defined have the meaning set forth in the
Transactions, and to the extent not therein defined, as defined in the Selling
Shareholder Agreement among Cooper, Credit Lyonnais and Credit Lyonnais
Securities (USA) Inc.

1.   Termination of the Transactions:

     (a) Sale by Credit Lyonnais. Commencing on the Exchange Business Day on
     which the SEC declares the Registration Statement effective (the "Effective
     Date"), Credit Lyonnais will use good faith and commercially reasonable
     efforts to sell the Hedge Shares in the manner indicated under the caption
     "Plan of Distribution" in the Prospectus. Credit Lyonnais will continue
     such sales until the Exchange Business Day on which the aggregate proceeds
     of such sales equals $[______] plus the cumulative Additional Amounts for
     each calendar day from and including the Effective Date to and including
     the Termination Date (as defined herein) (the "Termination Amount", and
     the number of Hedge Shares so sold, the "Sold Hedge Shares"). This sale
     shall take place on one or more Exchange Business Days as Credit Lyonnais
     may determine in its good faith and commercially reasonable discretion.

     The "Additional Amount" for each date of determination, commencing on the
     Effective Date, equals the aggregate Fixed Amounts less the aggregate
     proceeds of the sales of the Hedge Shares received by Credit Lyonnais as of
     the end of such day multiplied by ___% divided by 360.

     (b) Delivery of Remaining Hedge Shares. To the extent the Sold Hedge Shares
     are less than the Hedge Shares, Credit Lyonnais will deliver the remaining
     Hedge Shares (the "Remaining Hedge Shares") to Cooper within three Exchange
     Business Days of the final sale of the Sold Hedge Shares, free and clear
     without any further consideration.

     (c) Payment of Shortfall by Cooper. To the extent Credit Lyonnais sells all
     the Hedge Shares and the proceeds are less than the Termination Amount,
     Cooper shall deliver to CLNY, within three Business Days of notice, USD in
     an amount equal to the Termination Amount less the aggregate proceeds of
     the sales of the Hedge Shares.

     (d) Market Disruption Event; Updates to the Prospectus. Upon the occurrence
     of (i) a Market Disruption Event, (ii) any event or condition which makes
     it necessary to amend or supplement the Registration Statement or the
     related prospectus as contemplated by Section 3(c) of the Selling
     Shareholder Agreement or (iii) an order by Cooper to halt sales of Hedge
     Shares pursuant to Section 5 of the Selling Shareholder Agreement, Credit
     Lyonnais shall immediately cease its sales of the Hedge Shares, and shall
     resume such sales on the first succeeding Exchange Business Day on which
     there is no such event.

     For this Agreement, a "Market Disruption Event" means the occurrence or
     existence at any time during the regular trading session on the Exchange on
     any Exchange Business Day of any suspension of or limitation imposed on
     trading (by


                                       -2-

<PAGE>

     reason of movements in price exceeding limits permitted by the relevant
     Exchange or otherwise) in the Shares on the Exchange.

2.   Termination Date. When the final payments or deliveries contemplated in
     Section 1 above have been fully and finally made (the "Termination Date")
     CLNY and Cooper hereby agree that, as of the Termination Date: (a) the
     Transactions and all of the respective rights and obligations of CLNY and
     Cooper thereunder are cancelled and terminated; (b) CLNY releases and
     discharges Cooper from and agrees not to make any claim against Cooper with
     respect to any obligations of Cooper arising and to be performed in
     connection with the Transactions; and (c) Cooper releases and discharges
     CLNY from, and agrees not to make any claim against CLNY with respect to
     any obligations of CLNY arising and to be performed in connection with the
     Transactions. Each of CLNY and Cooper represents and acknowledges to the
     other that on and after the Termination Date, no amounts or deliveries are
     owed by CLNY or Cooper to the other with respect to the Transactions.

3.   Representations and Warranties. Each of CLNY and Cooper hereby represents
     and warrants to the other party that:

     (a) it is duly organized, validly existing and in good standing under the
     laws of its jurisdiction of organization;

     (b) it has full power, authority and right to execute, deliver and perform
     its duties and obligations under this Termination Agreement and has taken
     all necessary action to authorize the execution, delivery and performance
     by it of this Termination Agreement;

     (c) the execution and delivery of this Termination Agreement by it and its
     performance of and compliance with the terms of this Termination Agreement
     will not constitute a default under, or result in the breach or
     acceleration of, any material contract, agreement or other instrument to
     which it is a party or which may be applicable to it or any of its assets
     and to the extent it is a corporation, will not violate its certificate of
     incorporation, association or other constituent documents or by-laws;

     (d) this Termination Agreement has been duly executed and delivered by it
     and constitutes the legal, valid and binding obligations of it, enforceable
     in accordance with its terms, except as enforcement may be limited by the
     applicable bankruptcy, insolvency, reorganization, moratorium or similar
     laws affecting the rights of creditors generally and general principles of
     equity;

     (e) it is not in violation, and the execution and delivery of this
     Termination Agreement by it and its performance and compliance with the
     terms hereof will not constitute a violation, of any order or decree of any
     court or any order or regulation of any federal, state, municipal or
     governmental agency having jurisdiction over it or its properties, which
     violation would reasonably be expected to have a material adverse effect on
     the condition (financial or otherwise) or operations of the it or its
     properties or on the performance of its duties hereunder;


                                       -3-

<PAGE>


     (f) there are no actions or proceedings against, or investigations of, it
     pending, or, to the knowledge of it, threatened, before any court,
     administrative agency or other tribunal (i) that could reasonably be
     expected to prohibit its entering into this Termination Agreement, or (ii)
     that could reasonably affect the performance by it of its obligations
     under, or the validity or enforceability against it of, this Termination
     Agreement; and

     (g) no consent, approval, authorization or order of any court or
     governmental agency or body is required by it for the execution, delivery
     and performance by it of, or compliance by it with, the Termination
     Agreement, or for the consummation of the transactions contemplated by this
     Termination Agreement, except for such consents, approvals, authorizations
     and orders, if any, that have been obtained prior to the Effective Date.

The representations and warranties of each party set forth in this Section 3
shall survive the termination contemplated herein and shall survive the delivery
of this Termination Agreement by the parties hereto.

4.   Governing Law. This Termination Agreement shall be governed by, and
     construed and enforced in accordance with the laws of the State of New York
     (without reference to its choice of law doctrine) Each party waives any
     right it may have to a trial by jury in respect of any proceedings relating
     to this Termination Agreement.


                                Very truly yours,

                                CREDIT LYONNAIS NEW YORK BRANCH

                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

Agreed and Accepted By:
COOPER CAMERON CORPORATION

By:
   -----------------------------------------
   Name:
   Title:

                                       -4-