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                                                                     Exhibit 4.9
                               THIRD AMENDMENT TO
                           COOPER CAMERON CORPORATION
                         BROADBASED 2000 INCENTIVE PLAN


     WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the BROADBASED 2000 INCENTIVE PLAN (the Broadbased Plan); and

     WHEREAS, the Company desires to amend the Broadbased Plan in certain
respects;

     NOW, THEREFORE, the Broadbased Plan shall be amended as follows, effective
as of November 8, 2001:

     1.  Section 2.4 of the Plan shall be deleted in its entirety and the
following substituted therefor:

     "Change of Control" means the earliest date at which:

        (i)   any Person is or becomes the "beneficial owner" (as defined in
              Rule 13d-3 under the Exchange Act), directly or indirectly, of
              securities of the Company representing 20% or more of the combined
              voting power of the Company's outstanding Voting Securities, other
              than through the purchase of Voting Securities directly from the
              Company through a private placement; or
        (ii)  individuals who constitute the Board on the date hereof (the
              "Incumbent Board") cease for any reason to constitute at least a
              majority thereof, provided that any person becoming a director
              subsequent to the date hereof whose election, or nomination for
              election by the Company's shareholders, was approved by a vote of
              at least two-thirds of the directors comprising the Incumbent
              Board shall from and after such election be deemed to be a member
              of the Incumbent Board; or
        (iii) the Company is merged or consolidated with another corporation or
              entity and as a result of such merger or consolidation less than
              50% of the outstanding Voting Securities of the surviving or
              resulting corporation or entity shall then be owned by the former
              stockholders of the Company; or
        (iv)  a tender offer or exchange offer is made and consummated by a
              Person other than the Company for the ownership of 20% or more of
              the Voting Securities of the Company then outstanding; or
        (v)   all or substantially all of the assets of the Company are sold or
              transferred to a Person as to which (A) the Incumbent Board does
              not have authority (whether by law or contract) to directly
              control the use or further disposition of such assets and (b) the
              financial results of the Company and such Person are not
              consolidated for financial reporting purposes.
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          Anything else in this definition to the contrary notwithstanding, no
     Change of Control shall be deemed to have occurred by virtue of any
     transaction which results in you, or a group of Persons which includes you,
     acquiring more than 20% of either the combined voting power of the
     Company's outstanding Voting Securities or the Voting Securities of any
     other corporation or entity which acquires all or substantially all of the
     assets of the Company, whether by way of merger, consolidation, sale of
     such assets or otherwise.

     2.  The number "2,000,000" shall be substituted for the number
"1,300,000" in the first sentence of Section 4.1 of the Broadbased Plan.

     3.  As amended hereby, the Broadbased Plan is specifically ratified and
reaffirmed.


                                               APPROVED:

                                               /s/ William C. Lemmer
                                               ________________________________
                                               William C. Lemmer
                                               Vice President, General Counsel
                                                 and Secretary

                                               Date:  November 8, 2001