Amended And Restated Directors' Benefit Plan

Exhibit 10.31

BJ SERVICES COMPANY

DIRECTORS' BENEFIT PLAN As Amended and Restated

Effective January 1, 2008

TABLE OF CONTENTS

ARTICLE PAGE I - DEFINITIONS 2 II - PARTICIPATION 7 III - DEFERRED COMPENSATION BENEFIT 7 IV - BENEFIT FORFEITURES 10 V - DEATH BENEFIT 11 VI - DISABILITY BENEFIT 11 VII - EMERGENCY BENEFIT 11 VIII - CHANGE OF CONTROL PAYMENT 12 IX - ADMINISTRATION OF THE PLAN 13 X - NATURE OF PLAN 14 XI - FUNDING OBLIGATION 14 XII - TERMINATION OF THE PLAN 15 XIII - AMENDMENT OF THE PLAN 16 XIV - GENERAL PROVISIONS 17


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BJ SERVICES COMPANY , a Delaware corporation (the " Company" ), hereby amends and restates the BJ SERVICES COMPANY DIRECTORS' BENEFIT PLAN , which was established effective December 7, 2000. The Plan was established to help attract and 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 Acting as a Group : " Acting as a group" within the meaning of Treasury regulation section 1.409A-3(i)(5)(v)(B), (vi)(D), or (vii)(C), as applicable.

1.2 Administrator : The person or persons appointed by the Board to administer the Plan. 1.3 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.

1.4 Applicable Interest Rate : The monthly average of the annual rate of interest on 30-year Treasury securities for each month, as published by the Federal Reserve Board (or some other prevailing interest rate selected by the Administrator), averaged over a period of time beginning on the Original Effective Date and ending upon the month preceding the Participant' s Termination Date. 1.5 As soon as administratively practicable : For purposes of Benefit distributions, a date of distribution that is as soon as administratively practicable as determined by the Administrator following the date of payment specified under the Plan, but in no event later than the later of (a) the 15th day of the third calendar month following the specified payment date or (b) December 31st of the calendar year in which the specified payment date occurs; provided, however, that for lump sum payments made pursuant to Article VIII, such distribution may be made within the 30-day period preceding the date of the Change of Control. In no event will a Participant or his beneficiary (or surviving spouse or estate) be permitted to designate the taxable year of the payment.

1.6 Benefit : The benefit payable to a Participant as specified in Article III, subject to the provisions of Article IV. 1.7 Benefit Commencement Date : The date, determined under Article III, as of which a Participant begins to receive payment of his Benefit under the Plan.


-2- 1.8 Benefit Payment Period : The period, determined under Article III, over which a Benefit is to be paid under the Plan. 1.9 Board : The Board of Directors of the Company.

1.10 Cause : A Director' s Separation from Service that occurs due to (a) the willful commission by the Participant of a criminal or other act that causes or is likely to cause substantial economic damage to the Company or an Affiliate or substantial injury to the business reputation of the Company or Affiliate; (b) the commission by the Participant of an act of fraud in the performance of such Participant' s duties on behalf of the Company or an Affiliate; or (c) the continuing willful failure of a Participant to perform the duties of such Participant to the Company or an Affiliate (other than such failure resulting from the Participant' s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail), and a reasonable opportunity to be heard and cure such failure are given to the Participant by the Company or an Affiliate. For purposes of the Plan, no act, or failure to act, on the Participant' s part shall be considered " willful" unless done or omitted to be done by the Participant not in good faith and without reasonable belief that the Participant' s action or omission was in the best interest of the Company or an Affiliate, as the case may be.

1.11 Change of Control : The occurrence of any one of the following events:

(a) Any one person, or more than one person Acting as a Group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided, however, that if any one person, or more than one person Acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or group does not cause a Change of Control within the meaning of this Section 1.11(a); and provided, further, that an increase in the percentage of stock owned by any one person, or persons Acting as a Group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this Section 1.11(a); and provided, further, that this Section 1.11(a) applies to cause a Change of Control only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction; and provided, further, that, if any person, or more than one person Acting as a Group, is considered to have met the control requirements of Section 1.11(b) below, the acquisition of additional stock by the same person or group will not cause a Change of Control within the meaning of this Section 1.11(a); or

(b) Either:

(1)

Any one person, or more than one person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the


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Company possessing 30% or more of the total voting power of the stock of the Company; provided, however, that if one person, or more than one person Acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or group will not cause a Change of Control within the meaning of this Section 1.11(b); and provided, further, that, if any person, or more than one person Acting as a Group is considered to have met the control requirements of this Section 1.11(b), the acquisition of additional stock by the same person or group will not cause a Change of Control within the meaning of this Section 1.11(b); or

(2) A majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of such appointment or election; or

(c) Any one person, or more than one person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total " gross fair market value" equal to all or substantially all of the total " gross fair market value" of all the assets of the Company immediately before such acquisition or acquisitions; provided, however, that there is no Change of Control under this Section 1.11(c) where there is a Transfer to a Related Person. For purposes of this Section 1.11(c), " gross fair market value" means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section 1.11, section 318(a) of the Code applies to determine stock ownership. The definition of Change of Control under this Section 1.11 is intended to comply with the applicable definitions and requirements of section 409A(a)(2)(A)(v) of the Code and Treasury Regulation section 1.409A-3(i)(5) that correspond to the change of control events described above and shall be interpreted consistently therewith. 1.12 Code : The Internal Revenue Code of 1986, as amended.

1.13 Committee : The Compensation Committee of the Board, or such other administrative committee that is appointed by the Board to make determinations under Articles VI and VII.

1.14 Company : BJ Services Company, a Delaware corporation.

1.15 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.


-4- 1.16 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 Original Effective Date or is elected to the Board after the Original Effective Date and who is not an employee of the Company or any Subsidiary.

1.17 Disabled or Disability : A Participant is considered Disabled if he is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

1.18 Effective Date : The effective date of this restatement of the Plan, which is January 1, 2008. 1.19 Last Annual Retainer : The annual retainer payable by the Company to Directors in effect on the earlier of a Participant' s Termination Date or the date he becomes Disabled, as applicable.

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

1.21 Original Effective Date : The Plan' s original effective date, which was December 7, 2000. 1.22 Participant : A Director who has commenced, but not terminated, participation in the Plan as provided in Article II. 1.23 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 (provided such re-election occurred on or before December 31, 2007) and ending on the earlier of his Termination Date or the date he becomes Disabled, as applicable, including periods commencing prior to the Original Effective Date.

1.24 Plan : The BJ Services Company Directors' Benefit Plan, as the same may be amended from time to time. 1.25 Separation from Service : A " separation from service" within the meaning of section 409A(a)(2)(A)(i) of the Code (and applicable administrative guidance issued thereunder).

1.26 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.

1.27 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. Notwithstanding anything to the contrary herein, a Director shall not be considered to have incurred a termination of service for purposes of the Plan if his termination does not constitute a Separation from Service.


-5- 1.28 Transfer to a Related Person : A transfer of assets by the Company where the assets are transferred to a transferee who is, determined immediately after the transfer of assets except where otherwise specified, either:

(a) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (b) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (c) A person, or one or more persons Acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

(d) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in Paragraph (c) of this Section 1.28.

1.29 Trust : Any trust created pursuant to the provisions of Article XI.

1.30 Trust Agreement : The agreement establishing the Trust.

1.31 Trustee : The entity named from time to time as trustee in the Trust Agreement and its successors. 1.32 Trust Fund : The assets held under the Trust, as they may exist from time to time. 1.33 Unforeseeable Financial Emergency : A severe financial hardship of the Participant resulting from an illness or accident of the Participant or the Participant' s spouse, beneficiary, or dependent (within the meaning of section 152 of the Code, but without regard to sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code); loss of the Participant' s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, each as determined by the Committee in accordance with Treasury regulation section 1.409A-3(i)(3).

1.34 Years of Service : Each calendar year included in an individual' s aggregate Periods of Service. A Participant will receive credit for a full Year of Service if his Period of Service includes any day within the calendar year, provided that the Participant does not Separate from Service for Cause during such calendar year. Notwithstanding the foregoing, solely for purposes of Section 2.1, a Year of Service will be measured as each full year of an individual' s aggregate Periods of Service.


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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 full Years of Service or the Original Effective Date. Notwithstanding the foregoing, in the event a Director dies prior to completing three full Years of Service and while a Director, such Director shall be considered to have been a Participant on the date of his death for all purposes under the Plan. Effective as of January 1, 2008, no Director who is not a Participant in the Plan as of December 31, 2007 shall become a Participant in the Plan.

2.2 ...