<PAGE>   1
                                                                     EXHIBIT 4.3




                         OIL STATES INTERNATIONAL, INC.

                           DEFERRED COMPENSATION PLAN

                                (FIRST AMENDMENT)



<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                                 PAGE
-------                                                                                 ----
<S>               <C>                                                                   <C>
I        -        Definitions and Construction                                           I-1

II       -        Participation                                                         II-1

III      -        Account Credits and Allocations of Income or Loss                     II-1

IV       -        Deemed Investment of Funds                                            IV-1

V        -        Vested Interests                                                       V-1

VI       -        In-Service Distributions                                              VI-1

VII      -        Termination Benefits                                                 VII-1

VIII     -        Administration of the Plan                                           III-1

IX       -        Administration of Funds                                               IX-1

X        -        Nature of the Plan                                                     X-1

XI       -        Miscellaneous                                                         XI-1
</TABLE>



                                      (i)
<PAGE>   3


                         OIL STATES INTERNATIONAL, INC.

                           DEFERRED COMPENSATION PLAN


                              W I T N E S S E T H :


         WHEREAS, OIL STATES INTERNATIONAL, INC. (the "Company") has adopted the
OIL STATES INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN, hereinafter referred
to as the "PLAN," to provide its directors and certain of its employees with the
ability to electively defer, on a before-tax basis, compensation until the
termination of their employment relationship with the Company and its
Subsidiaries; and

         WHEREAS, the Plan provides that it may be amended by the Committee;

         NOW, THEREFORE, the Committee hereby amends the Plan, as set forth
herein, effective July 1, 2001.



                                      (ii)
<PAGE>   4

                                       I.

                          DEFINITIONS AND CONSTRUCTION

         1.1 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)   ACCOUNT(s): A Member's Company Account and/or Deferral Account, including
      the amounts credited thereto.

(2)   ANNUAL RETAINER: The annual retainer payable in cash by the Company to a
      member of its Board.

(3)   BASE SALARY: The base rate of pay payable in cash by the Company to or for
      the benefit of a Member who is an employee of the Company for services
      rendered while a Member.

(4)   CODE: The Internal Revenue Code of 1986, as amended.

(5)   COMMITTEE: The administrative committee appointed by the Compensation
      Committee to administer the Plan.

(6)   COMMITTEE FEES: The cash fees payable to a Director for attending regular
      or special meetings of a committee of the Board of Directors of Oil States
      International, Inc.

(7)   COMPANY: Oil States International, Inc. and any Subsidiary which adopts
      the Plan pursuant to the provisions of Section 2.3.

(8)   COMPANY ACCOUNT: An individual account for each Member who is an employee
      to which is credited with the Company Deferrals made on his behalf
      pursuant to Section 3.2 and which is credited (or debited) for such
      account's allocation of net income (or net loss) as provided in Section
      3.3.

(9)   COMPANY DEFERRALS: Deferrals made by the Company on a Member's behalf
      pursuant to Section 3.2.

(10)  COMPENSATION: A Member's Base Salary, Incentive Pay, Annual Retainer
      and/or Committee Fees, as applicable.

(11)  COMPENSATION COMMITTEE: The Compensation Committee of the Board of
      Directors of Oil States International, Inc.


                                      i-1
<PAGE>   5

(12)  DEFERRAL ACCOUNT: An individual account for each Member to which is
      credited his Compensation deferrals pursuant to Section 3.1 and which is
      credited (or debited) for such account's allocation of net income (or net
      loss) as provided in Section 3.3.

(13)  DIRECTOR: A member of the Board of Directors of Oil States International,
      Inc. who is not an employee of the Company or a Subsidiary.

(14)  ELECTION DATE: The first day of each Plan Year; provided, however, with
      respect to an individual who first becomes eligible to participate in the
      Plan after the beginning of a Plan Year, his Election Date shall be the
      30th day following the date he is notified that he first became eligible
      or such shorter period as may be established by the Committee.

(15)  FUNDS: The investment funds designated from time to time for the deemed
      investment of Accounts pursuant to Article IV.

(16)  INCENTIVE PAY: Bonuses and other forms of incentive payments as determined
      from time to time by the Compensation Committee, that are payable in cash
      by the Company to or for the benefit of a Member for services rendered
      while a Member.

(17)  MEMBER: Each individual who has become a Member pursuant to Article II.

(18)  PLAN: The Oil States International, Inc. Deferred Compensation Plan, as
      amended from time to time.

(19)  PLAN YEAR: The calendar year; however, the initial Plan Year shall be a
      short year beginning July 1, 2001.

(20)  RETIREMENT: A termination of employment with the Company and its
      Subsidiaries, other than due to death, after (i) reaching age 55 or (ii)
      completing 20 or more years of service; provided, however, with respect to
      a Member who is a Director, "Retirement" shall mean ceasing to be a member
      of the Board of Directors after reaching age 55, other than due to death.

(21)  SUBSIDIARY: Any corporation that is a "subsidiary corporation" of the
      Company within the meaning of section 424(f) of the Code and any other
      entity that would be such a "subsidiary corporation" if the entity were a
      corporation.

(22)  TRUST: The trust or agency relationship, if any, established under the
      Trust Agreement.

(23)  TRUST AGREEMENT: The trust or agency agreement, if any, entered into
      between the Company and the Trustee pursuant to Article X.


                                      I-2
<PAGE>   6


(24)  TRUST FUND: The funds and properties, if any, held pursuant to the
      provisions of the Trust Agreement, together with all income, profits and
      increments thereto.

(25)  TRUSTEE: The trustee(s) or agent(s), as the case may be, qualified and
      acting under the Trust Agreement at any time.

(26)  UNFORESEEABLE FINANCIAL EMERGENCY: An unexpected need of a Member for cash
      that (i) arises from a sudden and unexpected illness or accident of the
      Member or of a dependent of a Member, loss of the Member's property due to
      casualty, or similar extraordinary and unforeseeable circumstances arising
      as a result of events beyond the control of such Member and (ii) would
      result in severe financial hardship to such Member if his Compensation
      deferral election was not canceled pursuant to Section 3.1(c) and/or if a
      benefit payment pursuant to Section 6.1 was not permitted. Cash needs
      arising from foreseeable events, such as the purchase of a house or
      education expenses for children, shall not be considered to be the result
      of an Unforeseeable Financial Emergency. Further, cash needs which may be
      relieved (a) through reimbursement or compensation by insurance or
      otherwise, or (b) by liquidation of the Member's assets, to the extent the
      liquidation of such assets would not itself cause severe financial
      hardship, or (c) by cessation of deferrals under the Plan shall not be
      considered to be Unforeseeable Financial Emergencies.

(27)  VALUATION DATES: Each business day on which the principal securities
      markets are open. For purposes of effecting all Plan transactions, e.g.,
      withdrawals, distributions and investment fund changes, the Valuation Date
      for any such transaction shall be the date on which the assets of the
      Trust Fund allocated to the affected Account are debited or credited, as
      the case may be. If there is no Trust Fund, the applicable Valuation Date
      shall be the date determined by the Committee.

         1.2 NUMBER AND GENDER. Wherever appropriate herein, words used in the
singular shall be considered to include the plural and words used in the plural
shall be considered to include the singular. The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine gender.

         1.3 HEADINGS. The headings of Articles and Sections herein are included
solely for convenience, and if there is any conflict between such headings and
the text of the Plan, the text shall control. The terms "Trust", "Trustee", and
"Trust Agreement" shall not be controlling as to the status of a relationship or
agreement being an agency or trust arrangement. Such terms are used herein for
descriptive convenience only.



                                      I-3
<PAGE>   7


                                       II.

                                  PARTICIPATION

         2.1 PARTICIPATION. Prior to each Election Date, the Committee, in its
sole discretion, shall select and notify those management or highly compensated
employees of the Company who shall be eligible to become Members as of such
Election Date. However, only employees who are members of a "select group of
management or highly compensated employees," within the meaning of Section 201
of ERISA, shall be eligible to participate. Each Director shall automatically be
eligible to become a Member and shall be so notified by the Committee prior to
the Election Date. Each such eligible person may become a Member on such
Election Date by executing and filing with the Committee, prior to such Election
Date, the Compensation deferral election form prescribed by the Committee for
the Plan. Subject to the above ERISA requirements and the provisions of Section
2.2, a Member shall remain eligible to defer Compensation hereunder and receive
an allocation of Company Deferrals, if any, for each Plan Year following his
initial year of participation in the Plan.

         2.2 CESSATION OF ACTIVE PARTICIPATION. Notwithstanding any provision
herein to the contrary, an individual who has become a Member of the Plan, other
than a Director, shall cease to be entitled to defer Compensation hereunder or
receive an allocation of Company Deferrals, if any, effective as of any date
designated by the Committee. Any such Committee action shall be communicated to
the affected individual prior to the effective date of such action. Such an
individual may again become entitled to defer Compensation hereunder and receive
an allocation of Company Deferrals, if any, beginning on any subsequent Election
Date selected by the Committee in its sole discretion.

         2.3 ADOPTING SUBSIDIARIES. It is contemplated that Subsidiaries of the
Company may adopt this Plan. Any Subsidiary, whether or not presently existing,
may become a party hereto by appropriate action of its officers and the approval
of the Committee, but without the need for approval of its board of directors or
of the Compensation Committee. The provisions of the Plan shall apply equally to
each Company and its employees in the same manner as is expressly provided for
Oil States International, Inc. and its employees, except that the power to
appoint or otherwise affect the Committee and the Trustee and the power to amend
or terminate the Plan or amend the Trust Agreement shall be exercised by the
Compensation Committee or Committee alone. Transfer of employment among
Companies and Subsidiaries shall not be considered a termination of employment
hereunder. Any Company may, by appropriate action of its officers without the
need for approval of its board of directors or the Committee or the Compensation
Committee, terminate its participation in the Plan. Moreover, the Committee may,
in its discretion, terminate a Company's (other than Oil States International's)
Plan participation at any time.



                                      II-1
<PAGE>   8


                                      III.

                ACCOUNT CREDITS AND ALLOCATIONS OF INCOME OR LOSS

         3.1      MEMBER DEFERRALS.

                  (a) For each Plan Year (or applicable part thereof) a Member
may elect to defer any dollar amount (if an employee of the Company) or an
integral percentage of from 1% to 100% of his (i) Base Salary, (ii) Incentive
Pay, (iii) Annual Retainer and/or (iv) Committee Fees, as applicable, less any
required withholding taxes and payroll deductions elected by the individual.
Compensation for a Plan Year not so deferred by such election shall be received
by such Member in cash. If approved by the Committee, a deferral election may
provide for different levels of deferrals to be made at different times during
the year, or upon the occurrence of a specified date or event during the year,
"stair-stepped" elections, and different elections for different forms of
compensation. A Member's election to defer an amount of his Compensation
pursuant to this Section shall be made by executing a Compensation deferral
election form pursuant to which the Member authorizes the Company to reduce his
Compensation in the elected amount and the Company, in consideration thereof,
agrees to credit an equal amount to such Member's Deferral Account maintained
under the Plan. Compensation deferrals made by a Member shall be credited to
such Member's Deferral Account as of a date determined in accordance with
procedures established from time to time by the Committee; provided, however,
that such deferrals shall be credited to the Member's Deferral Account no later
than 30 days after the date upon which the Compensation deferred would have been
received by such Member in cash if he had not elected to defer such amount
pursuant to this Section 3.1. The reduction in a Member's Compensation for a
Plan Year pursuant to his Compensation deferral election shall be effected by
Compensation reductions within such Plan Year (or with respect to Incentive Pay
for a Plan Year, the date it is scheduled to be paid even if after the close of
such Plan Year) following the effective date of such election.

                  (b) A Member's Compensation deferral election shall become
effective as of the Election Date which is on or after the election is executed
by the Member and filed with the Company. Except as provided below, a Member's
Compensation deferral election shall remain in force and effect for the entire
Plan Year to which such election relates.

                  (c) In the event that the Committee, upon written petition of
a Member, determines in its sole discretion that such Member has suffered an
Unforeseeable Financial Emergency or that such Member will, absent termination
of such Member's Compensation deferral election then in effect, suffer an
Unforeseeable Financial Emergency, then such Member's Compensation deferral then
in effect, if any, shall be terminated with respect to future Compensation as
soon as administratively practicable after such determination. A Member whose
Compensation deferral election has been so terminated may again elect to defer a
portion of his Compensation,


                                     III-1
<PAGE>   9

effective as of any subsequent Election Date that is at least twelve months
after the effective date of such termination, by executing and delivering to the
Company a new Compensation deferral election prior to such Election Date.

                  (d) [Prior to January 1, 2002 this paragraph (d) shall apply
only to those Members who are eligible to participate in the Oil States
Industries, Inc. Retirement Plan.] Notwithstanding anything in this Plan to the
contrary, a Member who is an employee of the Employer must irrevocably elect, at
the time of making a deferral under this Plan for a Plan Year, either (i) to
have transferred to the Company's 401(k) plan from his deferrals for such Plan
Year (but only from deferrals that the Member could have deferred directly to
the 401(k) plan) an amount equal to the lesser of (a) the maximum amount that
such Member could contribute to the 401(k) plan that Plan Year as a 401(k)
Contribution, subject to the limitations of Sections 401(k), 401(m), 402(g) and
415 of the Internal Revenue Code and the terms of the 401(k) plan, less any
401(k) contributions already made to the 401(k) plan that Plan Year by the
Member, or (b) the Member's deferrals under this Plan for that Plan Year (but in
either case without earnings, gains or losses allocable thereto under this Plan)
(the "401(k) Amount") or (ii) to have such 401(k) Amount returned to the Member
in cash. Such transfer or return of the 401(k) Amount, as the case may be, shall
be made within 2 1/2 months of the end of the Plan Year or, if earlier, the
Member's termination of employment. If a Member fails to make the election
required hereunder, he shall be deemed to have irrevocably elected to transfer
the 401(k) Amount to the 401(k) plan. The Company shall be bound by a Member's
election or deemed election.

         3.2      COMPANY DEFERRALS.

                  (a) As of any date(s) selected by the Committee, the Company
may credit a Member's Company Account with such amount, if any, as the Company
shall determine in its sole discretion, including, without limitation, amounts
intended to make the Member "whole" had the Member participated in the Company's
401(k) plan and determined without regard to any limitations on benefits under
such 401(k) plan. Such credits may be made on behalf of some Members but not
others, and such credits may vary in amount among individual Members.

                  (b) Any Company matching contributions made under this Plan
with respect to the 401(k) Amount shall automatically be transferred (but
without earnings, gains or losses allocable thereto under this Plan) to the
Company's 401(k) plan at the same time as the 401(k) Amount is transferred to
such plan; provided, however, in no event shall the rate of such transferred
Company matching contributions exceed the matching rate under the 401(k) plan
and the transfer of matching amounts shall be subject to the terms of the 401(k)
plan, including the limitations of Sections 401(m) and 415 of the Internal
Revenue Code.



                                     III-2
<PAGE>   10


         3.3      ALLOCATION OF NET INCOME OR LOSS AND CHANGES IN VALUE AMONG
                  ACCOUNTS.

                  (a) As of each Valuation Date, the Committee shall cause to be
determined the net income (or net loss) of each Fund for the period elapsed
since the next preceding Valuation Date. The net income (or net loss) of each
Fund since the next preceding Valuation Date shall be ascertained by the
Committee or its designee in such manner as it deems appropriate, provided that
such determination shall include any net increase or net decrease (whether or
not realized) in the value of the assets of each such Fund since the next
preceding Valuation Date, and may include expenses of administering the Fund,
the Trust and the Plan.

                  (b) For purposes of allocations of net income (or net loss),
each Member's Accounts (or subaccounts) shall be divided into subaccounts to
reflect such Member's deemed investment designation in a particular Fund or
Funds pursuant to Article IV. As of each Valuation Date, the net income (or net
loss) of each Fund, separately and respectively, shall be allocated among the
corresponding subaccounts of the Members who had such corresponding subaccounts
on the next preceding Valuation Date, and each such corresponding subaccount
shall be credited with (or debited for) that portion of such net income (or net
loss) that the value of each such corresponding subaccount on such next
preceding Valuation Date was of the value of all such corresponding subaccounts
on such date; provided, however, that the value of such subaccounts as of the
next preceding Valuation Date shall be reduced by the amount of any payments
debited thereto in accordance with Section 7.4 since the next preceding
Valuation Date.

                  (c) So long as there is any balance in any Account, such
Account shall continue to receive allocations pursuant to this Section.


                                     III-3
<PAGE>   11


                                       IV.

                           DEEMED INVESTMENT OF FUNDS

         Each Member shall designate, in accordance with the procedures
established from time to time by the Committee, the manner in which the amounts
allocated to his Accounts shall be deemed to be invested from among the Funds
made available from time to time for such purpose by the Committee. Such Member
may designate one of such Funds for the deemed investment of all the amounts
allocated to his Accounts or he may split the deemed investment of the amounts
allocated to his Accounts between such Funds in such increments as the Committee
may prescribe. If a Member fails to make a proper designation, then his Accounts
shall be deemed to be invested in the Fund or Funds designated by the Committee
from time to time in a uniform and nondiscriminatory manner.

         A Member may change his deemed investment designation for future
amounts to be allocated to his Accounts. Any such change shall be made in
accordance with the procedures established by the Committee, and the frequency
of such changes may be limited by the Committee.

         A Member may elect to convert his deemed investment designation with
respect to the amounts already allocated to his Accounts. Any such conversion
shall be made in accordance with the procedures established by the Committee,
and the frequency of such conversions may be limited by the Committee.

         Notwithstanding anything herein to the contrary, (i) at any time the
Committee may change the Funds made available for purposes of the Plan,
including "freezing" and deleting current Funds and (ii) if a phantom Company
stock fund is a Fund offered under the Plan, the Committee may impose such
restrictions on investments with respect to such Fund as the Committee deems
appropriate, including, without limitation, limitations on the frequency of
transfers, withdrawals, distributions, and pre-approvals of transactions with
respect to such Fund with the Company's securities compliance officer and in no
event may the 401(k) Amount be invested in the Company stock fund.


                                      IV-1
<PAGE>   12

                                       V.

                                VESTED INTERESTS

         5.1      ACCOUNTS.  A Member shall have a 100% vested (nonforfeitable)
interest in his Accounts at all times.




                                      V-1
<PAGE>   13


                                       VI.

                            IN-SERVICE DISTRIBUTIONS

         6.1 EMERGENCY BENEFIT. In the event that the Committee, upon written
petition of a Member, determines in its sole discretion that such Member has
suffered an Unforeseeable Financial Emergency, such Member shall be entitled to
a benefit in an amount not to exceed the lesser of (1) the amount determined by
the Committee as necessary to meet such Member's needs created by the
Unforeseeable Financial Emergency, or (2) the then value of such Member's
Account(s). Such benefit shall be paid in a single lump sum, cash payment as
soon as administratively practicable after the Committee has made its
determinations with respect to the availability and amount of such benefit. If a
Member's Account(s) are deemed to be invested in more than one Fund, such
benefit shall be distributed pro rata from each Fund in which such Account(s)
are deemed to be invested, but excluding the Company stock fund. No withdrawals
shall be permitted from the Company stock fund.

         6.2 RESTRICTION ON IN-SERVICE DISTRIBUTIONS. This Article VI shall not
be applicable to a Member following his termination with the Company and its
Subsidiaries, and the amounts credited to such Member's Accounts shall be
payable to such Member in accordance with the provisions of Article VII.



                                      VI-1
<PAGE>   14


                                      VII.

                              TERMINATION BENEFITS

         7.1 AMOUNT OF BENEFIT. Upon a Member's termination with the Company and
all of its Subsidiaries for any reason, or, with respect to a Member who is a
Director, upon such Member ceasing to be a Director, the Member, or, in the
event of the death of the Member, the Member's designated beneficiary, shall be
entitled to a single lump sum payment equal in value to the Member's balance in
his Accounts or, if eligible to receive his Accounts in installment payments
pursuant to Section 7.5.

         7.2 TIME OF PAYMENT. Payment of a Member's benefit under Section 7.1
shall be made or begin as soon as administratively practicable after the
Valuation Date coincident with or next succeeding the termination date of the
Member. Notwithstanding the foregoing, no distribution shall be made from the
Company stock fund to a Member who would be subject to liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, with respect to such
distribution until such time as the distribution would not result in such
liability.

         7.3      DESIGNATION OF BENEFICIARIES.

                  (a) Each Member shall have the right to designate the
beneficiary or beneficiaries to receive payment of his benefit in the event of
his death. Each such designation shall be made by executing the beneficiary
designation form prescribed by the Committee and filing same with the Committee.
Any such designation may be changed at any time by execution of a new
designation in accordance with this Section.

                  (b) If no such designation is on file with the Committee at
the time of the death of the Member or such designation is not effective for any
reason as determined by the Committee, then the designated beneficiary or
beneficiaries to receive such benefit shall be as follows:

                           (1) If a Member leaves a surviving spouse, his
         benefit shall be paid to such surviving spouse; and

                           (2) If a Member leaves no surviving spouse, his
         benefit shall be paid to such Member's executor or administrator, or to
         his heirs at law if there is no administration of such Member's estate.

         7.4 PAYMENT OF BENEFITS. To the extent the Trust Fund has sufficient
assets, the Trustee shall pay benefits to Members or their beneficiaries, except
to the extent the Company pays the benefits directly and provides adequate
evidence of such payment to the Trustee. To the extent the Trustee does not or
cannot pay benefits out of the Trust Fund, the benefits shall be paid by the




                                     VII-1
<PAGE>   15

Company. Any benefit payments made to a Member or for his benefit pursuant to
any provision of the Plan shall be debited to such Member's Accounts. All
benefit payments shall be made in cash to the fullest extent practicable.

         7.5      FORMS OF BENEFIT PAYMENTS.

                  (a) All benefits shall be paid in cash in one of the following
forms as elected by the Member:

                           (i)  a single lump sum payment; or

                           (ii) if his termination is due to his Retirement, in
         annual installment payments (e.g., 1/10, 1/9, etc. of the Account
         balance on the installment payment date) for a term certain not to
         exceed 10 years (as designated by the Member) beginning on the first of
         the month or as soon as reasonably practical following his Retirement
         and on each anniversary of such month. In the event of such Member's
         death prior to the end of the designated installment term, any unpaid
         balance shall be paid in a lump sum to his designated beneficiary. If
         the Member terminates prior to his Retirement, distribution
         automatically shall be in a lump sum.

                  (b) A Member may elect, on the form prescribed by the
Committee, one of the above forms of payment. Such election must be made not
later than one year prior to the date such Member terminates. An election shall
apply to all of the Member's Accounts. In the event a Member fails to elect the
form in which his benefit payments are to be made prior to such date, such
benefits shall be paid to such Member in the form of a single lump sum.

                  (c) With the consent of the Committee, a Member may change his
elected form of benefit payment with respect to all of his Accounts, provided,
that, no such change shall be effective if made within 12 months of the date
such Member's employment terminates.

         7.6 CASH-OUT OF BENEFIT. The Committee, in its sole discretion, may
accelerate the payment of a terminated Member's Accounts at any time,
notwithstanding the form of benefit payment elected by the Member.

         7.7 UNCLAIMED BENEFITS. In the case of a benefit payable on behalf of a
Member, if the Committee is unable to locate the Member or beneficiary to whom
such benefit is payable, upon the Committee's determination thereof, such
benefit shall be forfeited to the Company. Notwithstanding the foregoing, if
subsequent to any such forfeiture the Member or beneficiary to whom such benefit
is payable makes a valid claim for such benefit, such forfeited benefit shall be
restored to the Plan by the Company.


                                     VII-2
<PAGE>   16


                                      VIII.

                           ADMINISTRATION OF THE PLAN

         8.1 APPOINTMENT OF COMMITTEE. The general administration of the Plan
shall be vested in the Committee which shall be appointed by the Compensation
Committee and shall consist of one or more persons. Any individual, whether or
not an employee of the Company, is eligible to become a member of the Committee.

         8.2 TERM, VACANCIES, RESIGNATION, AND REMOVAL. Each member of the
Committee shall serve until he resigns, dies, or is removed by the Compensation
Committee. At any time during his term of office, a member of the Committee may
resign by giving written notice to the Compensation Committee and the Committee,
such resignation to become effective upon the appointment of a substitute member
or, if earlier, the lapse of thirty days after such notice is given as herein
provided. At any time during his term of office, and for any reason, a member of
the Committee may be removed by the Compensation Committee with or without
cause, and the Compensation Committee may in its discretion fill any vacancy
that may result therefrom. Any member of the Committee who is an employee of the
Company shall automatically cease to be a member of the Committee as of the date
he ceases to be employed by the Company or any Subsidiary.

         8.3 SELF-INTEREST OF MEMBERS. No member of the Committee shall have any
right to vote or decide upon any matter relating solely to himself under the
Plan or to vote in any case in which his individual right to claim any benefit
under the Plan is particularly involved. In any case in which a Committee member
is so disqualified to act and the remaining members cannot agree, the
Compensation Committee shall appoint a temporary substitute member to exercise
all the powers of the disqualified member concerning the matter in which he is
disqualified.

         8.4 COMMITTEE POWERS AND DUTIES. The Committee shall supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof and shall have all powers necessary to accomplish these purposes,
including, but not by way of limitation, the right, power, authority, and duty:

                  (a) To make rules, regulations, and bylaws for the
         administration of the Plan that are not inconsistent with the terms and
         provisions hereof, and to enforce the terms of the Plan and the rules
         and regulations promulgated thereunder by the Committee;

                  (b) To construe in its discretion all terms, provisions,
         conditions, and limitations of the Plan;


                                     VIII-1
<PAGE>   17


                  (c) To correct any defect or to supply any omission or to
         reconcile any inconsistency that may appear in the Plan in such manner
         and to such extent as it shall deem in its discretion expedient to
         effectuate the purposes of the Plan;

                  (d) To employ and compensate such accountants, attorneys,
         investment advisors, and other agents, employees, and independent
         contractors as the Committee may deem necessary or advisable for the
         proper and efficient administration of the Plan;

                  (e) To determine in its discretion all questions relating to
         eligibility;

                  (f) To determine whether and when there has been a termination
         of a Member's employment with the Company and its Subsidiaries;

                  (g) To make a determination in its discretion as to the right
         of any person to a benefit under the Plan and to prescribe procedures
         to be followed by distributees in obtaining benefits hereunder;

                  (h) To receive and review reports from the Trustee as to the
         financial condition of the Trust Fund, including its receipts and
         disbursements; and

                  (i) To establish or designate Funds as investment options as
         provided in Article IV.

         8.5 CLAIMS REVIEW. In any case in which a claim for Plan benefits of a
Member or beneficiary is denied or modified, the Committee shall furnish written
notice to the claimant within ninety days (or within 180 days if additional
information requested by the Committee necessitates an extension of the
ninety-day period), which notice shall:

                  (a) State the specific reason or reasons for the denial or
         modification;

                  (b) Provide specific reference to pertinent Plan provisions on
         which the denial or modification is based;

                  (c) Provide a description of any additional material or
         information necessary for the Member, his beneficiary, or
         representative to perfect the claim and an explanation of why such
         material or information is necessary; and

                  (d) Explain the Plan's claim review procedure as contained
         herein.

In the event a claim for Plan benefits is denied or modified, if the Member, his
beneficiary, or a representative of such Member or beneficiary desires to have
such denial or modification reviewed, he must, within sixty days following
receipt of the notice of such denial or modification, submit a

                                     VIII-2
<PAGE>   18

written request for review by the Committee of its initial decision. In
connection with such request, the Member, his beneficiary, or the representative
of such Member or beneficiary may review any pertinent documents upon which such
denial or modification was based and may submit issues and comments in writing.
Within sixty days following such request for review the Committee shall, after
providing a full and fair review, render its final decision in writing to the
Member, his beneficiary or the representative of such Member or beneficiary
stating specific reasons for such decision and making specific references to
pertinent Plan provisions upon which the decision is based. If special
circumstances require an extension of such sixty-day period, the Committee's
decision shall be rendered as soon as possible, but not later than 120 days
after receipt of the request for review. If an extension of time for review is
required, written notice of the extension shall be furnished to the Member,
beneficiary, or the representative of such Member or beneficiary prior to the
commencement of the extension period.

         8.6 COMPANY TO SUPPLY INFORMATION. The Company shall supply full and
timely information to the Committee, including, but not limited to, information
relating to each Member's Compensation, termination of employment and such other
pertinent facts as the Committee may require. The Company shall advise the
Trustee of such of the foregoing facts as are deemed necessary for the Trustee
to carry out the Trustee's duties under the Plan and the Trust Agreement. When
making a determination in connection with the Plan, the Committee shall be
entitled to rely upon the aforesaid information furnished by the Company.

         8.7 BINDING ARBITRATION. If, after fully utilizing the claims review
procedure set forth in Section 8.5 above, a controversy continues to exist with
respect to a claim for Plan benefits of a Member or beneficiary, either the
Member (or his beneficiary) or the Company shall submit the claim to arbitration
in accordance with the Employee Benefit Plan Claims Arbitration Rules of the
American Arbitration Association and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The
arbitrator will not have the power to add to or ignore any provisions of the
Plan or applicable law. His decision shall not go beyond what is necessary for
interpretation and application of the Plan. The arbitrator shall have the power
to decide the claim upon motion of the parties, without necessity of an oral
arbitration hearing, if either party submits a motion requesting a hearing on
documents only.

         8.8 INDEMNITY. To the extent permitted by applicable law, the Company
shall indemnify and save harmless each member of the Committee and the
Compensation Committee against any and all expenses, liabilities and claims
(including legal fees incurred to defend against such liabilities and claims)
arising out of their discharge in good faith of responsibilities under or
incident to the Plan. Expenses and liabilities arising out of willful misconduct
shall not be covered under this indemnity. This indemnity shall not preclude
such further indemnities as may be available under insurance purchased by the
Company or provided by the Company under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, as such indemnities are
permitted under applicable law.




                                     VIII-3
<PAGE>   19


                                       IX.

                             ADMINISTRATION OF FUNDS

         9.1 PAYMENT OF EXPENSES. All expenses incident to the administration of
the Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, and expenses of the Committee, may be paid by the Company and, if not paid
by the Company, shall be paid by the Trustee from the Trust Fund.

         9.2 TRUST FUND PROPERTY. All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee shall be held for
investment purposes as a commingled Trust Fund pursuant to the terms of the
Trust Agreement. The Committee shall maintain one or more Accounts in the name
of each Member, but the maintenance of an Account designated as the Account of a
Member shall not mean that such Member shall have a greater or lesser interest
than that due him by operation of the Plan and shall not be considered as
segregating any funds or property from any other funds or property contained in
the commingled fund. No Member shall have any title to any specific asset in the
Trust Fund.


                                      IX-1
<PAGE>   20


                                       X.

                               NATURE OF THE PLAN

         The Plan is intended to constitute an unfunded, unsecured plan of
deferred compensation for (i) the Directors and (ii) for a select group of
management or highly compensated employees of the Company. Plan benefits herein
provided are to be paid out of the Company's general assets. Nevertheless,
subject to the terms hereof and of the Trust Agreement, the Company may, in the
sole discretion of the Committee, transfer money or other property to the
Trustee and the Trustee shall pay Plan benefits to Members and their
beneficiaries out of the Trust Fund.

         The Company, in its sole discretion, may establish the Trust and enter
into the Trust Agreement. In such event, the Company shall remain the owner of
all assets in the Trust Fund and the assets shall be subject to the claims of
Company creditors if the Company ever becomes insolvent. For purposes hereof,
the Company shall be considered "insolvent" if (a) the Company is unable to pay
its debts as they become due, or (b) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code (or any successor
federal statute). The chief executive officer of the Company and its board of
directors shall have the duty to inform the Trustee in writing if the Company
becomes insolvent. Such notice given under the preceding sentence by any party
shall satisfy all of the parties' duty to give notice. When so informed, the
Trustee shall suspend payments to the Members and hold the assets for the
benefit of the Company's general creditors. If the Trustee receives a written
allegation that the Company is insolvent, the Trustee shall suspend payments to
the Members and hold the Trust Fund for the benefit of the Company's general
creditors, and shall determine within the period specified in the Trust
Agreement whether the Company is insolvent. If the Trustee determines that the
Company is not insolvent, the Trustee shall resume payments to the Members. No
Member or beneficiary shall have any preferred claim to, or any beneficial
ownership interest in, any assets of the Trust Fund.




                                      X-1
<PAGE>   21


                                       XI.

                                  MISCELLANEOUS

         11.1 NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the
Plan shall not be deemed to be a contract between the Company and any person or
to be consideration for the employment of any person. Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Company or to restrict the right of the Company to discharge any person at any
time nor shall the Plan be deemed to give the Company the right to require any
person to remain in the employ of the Company or to restrict any person's right
to terminate his employment at any time.

         11.2 ALIENATION OF INTEREST FORBIDDEN. The interest of a Member or his
beneficiary or beneficiaries hereunder may not be sold, transferred, assigned,
or encumbered in any manner, either voluntarily or involuntarily, and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be null and void; neither shall the benefits hereunder be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person to whom such benefits or funds are payable, nor shall they be an
asset in bankruptcy or subject to garnishment, attachment or other legal or
equitable proceedings.

         11.3 WITHHOLDING. All Compensation deferrals and payments provided for
hereunder shall be subject to applicable tax withholding and other deductions as
shall be required of the Company under any applicable law.

         11.4 AMENDMENT AND TERMINATION. The Compensation Committee may from
time to time, in its discretion, amend, in whole or in part, any or all of the
provisions of the Plan; provided, however, that no amendment may be made that
would materially impair the rights of a Member with respect to amounts already
allocated to his Accounts. The Committee may also similarly amend the Plan
provided that no such amendment may materially increase the obligations of the
Company hereunder. The Compensation Committee may terminate the Plan at any
time. In the event that the Plan is terminated, the balance in a Member's
Accounts shall be paid to such Member or his designated beneficiary in a single
lump sum, cash payment in full satisfaction of all of such Member's or
beneficiary's benefits hereunder.

         11.5 SEVERABILITY. If any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions hereof; instead, each provision shall be fully severable
and the Plan shall be construed and enforced as if said illegal or invalid
provision had never been included herein.


                                      XI-1
<PAGE>   22


         11.6 GOVERNING LAWS. ALL PROVISIONS OF THE PLAN SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF TEXAS (WITHOUT REGARD TO ANY CONFLICTS OF LAW
PRINCIPLES) EXCEPT TO THE EXTENT PREEMPTED BY APPLICABLE FEDERAL LAW.

         EXECUTED June 13th, 2001, effective for all purposes as provided above.



                                       OIL STATES INTERNATIONAL, INC.




                                       By: /s/ Mat Moody
                                         ---------------------------------------
                                         Name: Mat Moody
                                             -----------------------------------
                                         Title: Vice President - Human Resources
                                              ----------------------------------





                                       ADOPTING SUBSIDIARIES

                                       1. Oil States Industries, Inc.
                                       2. HWC Energy Services, Inc.
                                       3. General Marine Leasing, Inc.
                                       4. Sooner Inc.






                                      XI-2