Amendment of BJ Services Company Directors' Benefit Plan

Exhibit 10.1


Amendment of BJ Services Company Directors' Benefit Plan


On March 27, 2003, BJ Services Company amended the terms under the BJ
Services Company Directors' Benefit Plan. The changes are retroactive to
January 1, 2003. Sections 3.2 and 3.3 were amended to read as follows:


"3.2. Benefit Commencement Date


A Participant's Benefit Commencement Date shall be the first day of
the month 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, ...