Dear Fellow Employee:

Conducting business with integrity and in an ethical and legal manner is a primary objective of Cooper Cameron Corporation. The following code of business conduct and ethics, which has been adopted by the Board of Directors of Cooper Cameron Corporation, summarizes our long-standing principles of conduct and is intended to support this objective by defining our "Standards of Conduct"; specifically, how we should relate to each other and to those with whom we do business.

Every representative of our Company is responsible for understanding, and conducting themselves in accordance with, our Standards.

Cooper Cameron's reputation depends on the actions of its people. By exercising good judgment, and conducting our affairs in accordance with the values set forth in our Standards, we can ensure that this reputation remains unblemished.

While these Standards, and any accompanying Policy, should make the Company's position on most issues unmistakably clear, clarifications and interpretations are available through our Legal, Finance or Human Resources Departments.

Sheldon R. Erikson

Chairman, President and Chief Executive Officer

Cooper Cameron Corporation

INTRODUCTION

Our Standards of Conduct have been developed as guiding principles to direct and assist us in our business decisions and actions. Cooper Cameron's reputation for integrity and honesty ultimately depends upon the actions of those who deal with the outside world on our behalf. Cooper Cameron values its good name and its role as a good citizen in each community in which it does business. Every employee must be familiar with his or her obligations and conduct him or herself accordingly.

Employment with or by Cooper Cameron imposes a duty of loyalty to the Company and the responsibility on the part of each employee to act in the best interests of the Company. Each employee is expected to conduct business in an ethical manner and in compliance with our Standards of Conduct. No employee should ever act otherwise.

No set of standards can define all the ethical and legal principles applicable to the full course of human behavior. These Standards, therefore, are often phrased in terms of general principles and goals that must be interpreted and applied within the framework of laws, customs, and practices of the jurisdictions in which we operate, as well as with a full measure of common sense. A number of topics are further developed by specific Policies that go into greater detail. Employees are expected to be familiar with and observe these Policies, which can be found on each Division's home page.

Each employee is individually and personally responsible for compliance with our Standards and Policies. Additionally, each employee has an obligation to avoid any situation in which the possibility of private or personal advantage or gain could produce a conflict between self-interest and the interest of the Company. Failure by any employee to do so may result in disciplinary action, up to and including termination of employment.

OVERVIEW

Cooper Cameron is committed to integrity in its dealings with people and organizations wherever we operate. Our Standards of Conduct provide clear guidelines for dealing with all of the constituent groups with whom we come into contact and to whom we are responsible. Those constituent groups include other employees; contractors; customers and vendors; investors; competitors; and the communities in which we conduct our operations. These Standards are intended to assist us in the achievement of the following goals:

Employees

Cooper Cameron requires compliance with all applicable employment laws and regulations, is committed to the health and safety of employees, and assures all employees that they will be treated with respect and will have a workplace free of harassment and discrimination.

Customers and Vendors

The Company believes that a free market is important to the success of the Company and its products. In support of this principle, the Company will compete ethically and legally for business, and will treat all customers and vendors equitably. The Company will honor the commitments made to its customers and provide quality products and services in exchange for fair compensation. The Company will adhere to antitrust and other rules and regulations regarding free trade.

Investors

The Company will conduct its business in compliance with all applicable laws, rules and regulations and with financial integrity. It will be accurate and truthful in all its records and reports and will conduct its affairs so as to ensure confidence in the Company and its financial reporting practices. Each employee will abide by its duty of loyalty to the Company.

Competitors

The Company will compete in a marketplace free from unreasonable restraints on trade or unfair practices. Specifically, the Company will comply with applicable antitrust laws and regulations, including avoiding agreements, conspiracies and understandings with regard to prices, markets, territories or customers, and will comply with other laws governing the conduct of business, such as anti-bribery laws.

Communities

The Company will be a good corporate citizen of the communities in which it operates and will comply with all laws and regulations, including those intended to protect the environment and provide healthful and safe working conditions, as well as laws and regulations regulating trade.

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