Fourth Amendment To 1999 Employee Stock Purchase Plan

Exhibit 10.41


FOURTH AMENDMENT TO

BJ SERVICES COMPANY

1999 EMPLOYEE STOCK PURCHASE PLAN

WHEREAS, BJ SERVICES COMPANY (the " Company" ) has heretofore adopted the B J SERVICES COMPANY 1999 EMPLOYEE STOCK PURCHASE PLAN (the " Plan" ); and

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


NOW, THEREFORE , the Plan shall be amended as follows:

I. Effective as of December 4, 2003:

1. Subparagraph 5(f) of the Plan shall be deleted and the following shall be substituted therefor:

" (f) LEAVES OF ABSENCE. During a paid leave of absence approved by the Company and meeting the requirements of Treasury Regulation Section 1.421-7(h)(2), a participant' s elected payroll deductions shall continue. If a participant takes an unpaid leave of absence that is approved by the Company and meets the requirements of Treasury Regulation Section 1.421-7(h)(2), then such participant may contribute amounts to the Plan in lieu of his elected payroll deductions in accordance with procedures established by the Committee; provided, however, that a participant' s contributions while on such an unpaid leave of absence may not exceed the total amount of payroll deductions that would have been made had such participant not taken such an unpaid leave of absence. If a participant takes a leave of absence that is not described in the preceding sentences of this subparagraph 5(f), then he shall be considered to have terminated his employment for purposes of the Plan. Further, notwithstanding the preceding provisions of this subparagraph 5(f), if a participant takes a leave of absence that is described in the first or second sentence of this subparagraph 5(f) and such leave of absence exceeds the Maximum Period, then he shall be considered to have terminated his employment for purposes of the Plan on the day immediately following the last day of the Maximum Period. For purposes of the preceding sentence, the term " Maximum Period" shall mean, with respect to a participant, the 90-day period beginning on the first day of the participant' s leave of absence; provided, however, that if the participant' s right to reemployment by the Company (or a parent or subsidiary corporation of the Company) is guaranteed either by statute or contract, then such 90-day period shall be extended until the last day upon which such reemployment rights are so guaranteed."

2. Paragraph 8 of the Plan shall be deleted and the following shall be substituted therefor:


" 8. TERMINATION OF EMPLOYMENT.

(a) TERMINATION OF EMPLOYMENT OTHER THAN BY RETIREMENT, DEATH OR DISABILITY. If the employment of a participant terminates other than by retirement, death or disability as provided in subparagraph (b) below, his participation in the Plan automatically and without any act on his part shall terminate as of the date of the termination of his employment. The Company promptly will refund to him the amount of the balance in his account under the Plan, and thereupon his ...