Director's Benefit Plan

BJ SERVICES COMPANY


DIRECTORS' BENEFIT PLAN


Effective December 7, 2000
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BJ SERVICES COMPANY, a Delaware corporation (the "Company"), hereby establishes this BJ SERVICES COMPANY DIRECTORS' BENEFIT PLAN, effective as of December 7, 2000, to help attract and continue to retain highly qualified Directors for the Company by providing deferred compensation in recognition of services performed for the Company.


ARTICLE I
DEFINITIONS


Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary:


1.1 Administrator: The person or persons appointed by the Board to
administer the Plan.


1.2 Affiliate: Any person or entity who or which controls, is controlled by
or is under common control with the Company. For purposes of this
definition, the terms "control" and "controlled by" as used with respect
to the Company or any person or entity shall mean possession, directly
or indirectly, of the power to direct or cause the direction of the
management and policies of the Company or such person or entity, whether
through the ownership of an equity interest in the Company or such
person or entity, by contract or otherwise.


1.3 Applicable Interest Rate: The average of the annual rate of interest on
30-year Treasury securities for any month as published by the Federal
Reserve Board (or some other prevailing interest rate selected by the
Administrator), for the longer of (a) the period beginning on the
Effective Date and ending upon the month preceding the Participant's
Termination Date or (b) the five-year period ending on the month
preceding the Participant's Termination Date.


1.4 Benefit: The benefit payable to a Participant as specified in Article
III, subject to the provisions of Article IV.


1.5 Benefit Commencement Date: The date, determined under Article III, as of
which a Participant begins to receive payment of his Benefit under the
Plan.


1.6 Benefit Payment Period: The period, determined under Article III, over
which a Benefit is to be paid under the Plan.


1.7 Board: The Board of Directors of the Company.


1.8 Company: BJ Services Company, a Delaware corporation.


1.9 Competitor: A company, corporation, enterprise, firm, limited
partnership, partnership, person, sole proprietorship or any other
business entity determined by the Board in its sole discretion to be
competitive with the business of the Company, its Subsidiaries or its
Affiliates.


1.10 Director: An individual, elected to the Board by the stockholders of the
Company or by the Board under applicable corporate law, who is serving
on the Board on the Effective Date or


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is elected to the Board after the Effective Date and who is not an
employee of the Company or any Subsidiary.


1.11 Effective Date: December 7, 2000.


1.12 Last Annual Retainer: The annual retainer payable by the Company to
Directors in effect on a Participant's Termination Date.


1.13 Net Present Value: The lump sum amount that is equal in value to the
applicable portion of a Participant's Benefit, based on an interest rate
equal to the Applicable Interest Rate.


1.14 Participant: A Director who has commenced, but not terminated,
participation in the Plan as provided in Article II.


1.15 Period of Service: Each period of an individual's service as a Director
commencing on the effective date of his election or re-election to the
Board and ending on a Termination Date, including periods commencing
prior to the Effective Date.


1.16 Plan: This BJ Services Company Directors' Benefit Plan, as the same may
be amended from time to time.


1.17 Subsidiary: At any given time, any other corporation of which an
aggregate of 80% or more of its outstanding voting stock is owned of
record or beneficially, directly or indirectly, by the Company or any
other of its Subsidiaries.


1.18 Termination Date: The date on which a Director ceases to serve the
Company as a Director by reason of his retirement, declination to stand
for re-election, resignation, disability, removal, death or any other
event.


1.19 Trust: Any trust created pursuant to the provisions of Article VIII.


1.20 Trust Agreement: The agreement establishing the Trust.


1.21 Trustee: The entity named from time to time as trustee in the Trust
Agreement and its successors.


1.22 Trust Fund: The assets held under the Trust as they may exist from time
to time.


1.23 Years of Service: Each full year of an individual's aggregate Periods of
Service.


ARTICLE II
PARTICIPATION


2.1 Admission as a Participant


A Director shall become a Participant on the later of the date on
which he completes three Years of Service or the Effective Date.
Notwithstanding the foregoing, in the event a Director dies prior to
completing three Years of Service and otherwise prior to such


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Director's Termination Date, such Director shall be considered to have
been a Participant on the date of his death for all purposes under the
Plan.


2.2 Termination of Participation


A Participant shall cease participation in the Plan upon the
earlier of his death or the completion of his Benefit Payment Period.


ARTICLE III
DEFERRED COMPENSATION BENEFIT


3.1 Benefit Payment Period


A Participant's Benefit Payment Period shall be a period of time equal to the lesser of ten years or the total number of Years of Service completed by such Participant as of his Termination Date, and such period shall commence on such Participant's Benefit Commencement Date.


3.2 Benefit Commencement Date


A Participant's Benefit Commencement Date shall be the first day of the January coincident with or next succeeding such Participant's Termination Date. The initial Benefit payment made to a Participant pursuant to the provisions of this Article III shall be made as soon as administratively practicable following the Participant's Benefit Commencement Date, and subsequent Benefit payments payable to such Participant, if any, shall be made on the anniversary of the date of such initial payment.


3.3 Benefit Amount


Subject to the provisions of Article IV, a Participant shall be
entitled to receive a Benefit based on his Last Annual Retainer for each
of his Years of Service completed as of his Termination Date, payable in
the form of equal annual cash installments during such Participant's
Benefit Payment Period. The amount of the annual installment sh ...