exv10w8



 






Exhibit 10.8




FOURTH AMENDMENT TO THE

COOPER CAMERON CORPORATION

RETIREMENT SAVINGS PLAN

(As Amended and Restated Effective May 1, 2003)




     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the COOPER CAMERON
CORPORATION RETIREMENT SAVINGS PLAN (the “Plan”); and



     WHEREAS, the Company desires to amend the Plan to decrease the Plan’s mandatory cash out
limit;



     NOW, THEREFORE, the Plan shall be amended as follows, effective as provided below:


I. Effective as of March 28, 2005:




     1. Section 10.2(a) of the Plan shall be deleted and the following shall be substituted
therefor:




	 	“(a.1)	 	Distributions of $1,000 or Less. If the value of the vested
interest of a Member, Inactive Member, Profit Sharing Member, or IAR
Member, as the case may be, in his Basic, Supplemental, Matching, IAR,
Profit Sharing, and Rollover/Transfer Accounts is $1,000 or less (or
$5,000 or less in the case of a distribution after a Member’s death),
distribution thereof shall be made to such a Member (or his
Beneficiary, as applicable) as soon as practicable in a single sum
payment.
	 
	 	(a.2)	 	Distributions of More than $1,000 But Not More
Than $5,000: If the value of the vested interest of a Member,
Inactive Member, Profit Sharing Member, or IAR Member, as the case may
be, in his Basic, Supplemental, Matching, IAR, Profit Sharing, and
Rollover/Transfer Accounts is more than $1,000 but not more than
$5,000, such Member may elect to receive distribution of such Accounts
as soon as practicable in a single sum payment at any time prior to
attainment of age 701/2. Such election may be made without the consent
of such Member’s spouse, if any. A Member’s Accounts that are
described in this Section 10.2(a.2) shall not be distributed without
the Member’s consent. This Section 10.2(a.2) shall be effective with
respect to distributions made on or after March 28, 2005 regardless of
whether the event which caused a Participant’s Accounts to become
distributable occurred before or after March 28, 2005.”




 









 











     2. Section 10.2(c) of the Plan shall be deleted and the following shall be substituted
therefor:




	 	“(c)	 	Disregard of Rollover Contributions for Valuation
of Involuntary Cash Outs in Certain Cases. For purposes of
application of the $5,000 threshold of Sections 10.2(a.1), 10.2(a.2),
10.2(b), 11.5(f), and 12.5, the value of a Member’s vested interest in
his Separate Accounts shall be determined without regard to that
portion of such accounts which is attributable to Rollover
Contributions (and earnings allocable thereto) within the meaning of
Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16)
of the Code. If the value of a Member’s Separate Accounts as so
determined is $5,000 or less, the Member’s entire nonforfeitable
account balance (including amounts attributable to such Rollover
Contributions) shall be distributable pursuant to an election under
Section 10.2(a.2) or distributed pursuant to Section 10.2(a.1), 11.5(f)
or 12.5, as applicable.”





     3. The phrase “$5,000 or more” in Section 10.11 shall be deleted and the phrase “more
than $1,000 (or more than $5,000 in the case of a deceased Member)” shall be substituted
therefor.



     4. The following shall be added at the end of Section 12.5 of the Plan:




	 	 	“In the event that the total value of an amount directed to be paid pursuant to a
qualified domestic relations order is not in excess of $5,000, such amount shall be
paid to the recipient or recipients identified in such order in one lump sum payment
as soon as practicable after such order has been determined to be a qualified
domestic relations order.”
	 
	II.	 	Effective as of January 1, 2006:





     1. The percentage “20%” in Section 3.1 of the Plan shall be deleted and the percentage “50%”
shall be substituted therefor.



     2. Section 10.2(a) of the Plan shall be deleted and the following shall be substituted
therefor:




	 	“(a.1)	 	Distributions of $1,000 or Less. If the value of the vested
interest of a Member, Inactive Member, Profit Sharing Member, or IAR
Member, as the case may be, in his Basic, Supplemental, Matching, IAR,
Profit Sharing, and Rollover/Transfer Accounts is $1,000 or less (or
$5,000 or less in the case of a distribution after a Member’s death),
distribution thereof shall be made to such a Member (or his
Beneficiary, as applicable) as soon as practicable in a single sum
payment.




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	 	(a.2)	 	Distributions of More than $1,000 But Not More
Than $5,000: If the value of the vested interest of a Member,
Inactive Member, Profit Sharing Member, or IAR Member, as the case may
be, in his Basic, Supplemental, Matching, IAR, Profit Sharing, and
Rollover/Transfer Accounts is more than $1,000 but not more than
$5,000, such Member may elect to receive distribution of such Accounts
as soon as practicable in a single sum payment at any time prior to
attainment of age 701/2; provided, however, distribution after a Member’s
death may be made without consent pursuant to Section 10.2(a.1) if the
value of the vested interest in his Account(s) is $5,000 or less. Such
election may be made without the consent of such Member’s spouse, if
any. In the event of a distribution pursuant to this Section
10.2(a.2), if the Member does not elect to have such distribution paid
directly to an Eligible Retirement Plan specified by the Participant in
a direct rollover in accordance with Section 10.9 or to receive the
distribution directly in accordance with this Section 10.2(a.2), then
the Plan Administrator will direct the Trustee to pay the distribution
in a direct rollover to an individual retirement plan designated by the
Plan Administrator. This Section 10.2(a.2) shall be effective with
respect to distributions made on or after January 1, 2006 regardless of
whether the event which caused a Participant’s Accounts to become
distributable occurred before or after January 1, 2006.”






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





     EXECUTED
this 29th day of December, 2005, effective for all purposes as provided above.



	 	 	 	 	 	 	 
	 	 	COOPER CAMERON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/ Jane Schmitt                   	 	 	 	 
	 

	 	Name: Jane C.
Schmitt                   
	 	 
	 

	 	Title: VP, Human Resources        







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FIFTH AMENDMENT TO

COOPER CAMERON CORPORATION

RETIREMENT SAVINGS PLAN

(As Amended and Restated Effective May 1, 2003)




     WHEREAS, COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the COOPER CAMERON
CORPORATION RETIREMENT SAVINGS PLAN (the “Plan”); and



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




     NOW, THEREFORE, the Plan shall be amended as follows, effective as of January 1, 2006:




	I.	 	The last sentence of Section 8.1(b) of the Plan shall be deleted.






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





     EXECUTED
this 7th day of February, 2006, effective for all purposes as provided
above.



	 	 	 	 	 	 	 
	 	 	COOPER CAMERON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/ Jane
Schmitt                   	 	 	 	 
	 

	 	Name: Jane
Schmitt                   
	 	 
	 

	 	Title: VP, Human
Resources     







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