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                     [OIL STATES INTERNATIONAL, INC. LOGO]



            OIL STATES INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN


                              RABBI TRUST AGREEMENT

         THIS AGREEMENT made this 1st day of July, 2001, by and between OIL
STATES INTERNATIONAL, INC. ("Company") and BOSTON SAFE DEPOSIT AND TRUST COMPANY
("Trustee").

         WHEREAS, the Company has adopted the nonqualified deferred compensation
plan, the Oil States International, Inc. Deferred Compensation Plan (the "Plan")
in the form annexed hereto;

         WHEREAS, the Company has incurred or expects to incur liability under
the terms of such Plan with respect to the individuals participating in such
Plan (individually a "Participant" and collectively the "Participants");

         WHEREAS, capitalized terms used herein, which are defined in the Plan,
shall have the same meaning hereunder as they have in the Plan unless expressly
provided hereunder to the contrary;

         WHEREAS, the Company wishes to establish the Oil States International,
Inc. Deferred Compensation Trust (the "Trust") and to contribute to the Trust
the assets that shall be held therein, subject to the claims of the Company's
creditors in the event of the Company's insolvency, as herein defined, until
paid to Participants and their beneficiaries in such manner and at such times as
specified in the Plan;


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         WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended;

         WHEREAS, it is the intention of the Company to make contributions to
the Trust to provide itself with a source of funds to assist it in the meeting
of its liabilities under the Plan.

         NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

SECTION 1.  ESTABLISHMENT OF TRUST.

         (a)      The Company hereby establishes the Trust with the Trustee,
                  consisting of such sums of money and other property acceptable
                  to the Trustee as from time to time shall be paid and
                  delivered to and accepted by the Trustee from the Company. The
                  Trustee shall have no duty to determine or collect
                  contributions under the Plan and shall have no responsibility
                  for any property until it is received and accepted by the
                  Trustee. The Company shall have the sole duty and
                  responsibility for the determination of the accuracy or
                  sufficiency of the contributions to be made under the Plan.
                  All such money and other property paid or delivered to and
                  accepted by the Trustee shall become the principal of the
                  Trust to be held, administered and disposed of by the Trustee
                  as provided in this Trust Agreement.

         (b)      The Trust shall be irrevocable; provided, without limitation,
                  that it may be terminated as expressly provided herein.

         (c)      The Trust is intended to be a grantor trust, of which the
                  Company is the grantor, within the meaning of subpart E, part
                  I, subchapter J, chapter 1, subtitle A of the Internal Revenue
                  Code of 1986, as amended (the "Internal Revenue Code") and
                  shall be construed accordingly.

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         (d)      The principal of the Trust, and any earnings thereon shall be
                  held separate and apart from other funds of the Company and
                  shall be used exclusively for the uses and purposes of the
                  Participants and general creditors as herein set forth. The
                  Participants and their beneficiaries shall have no preferred
                  claim on, nor any beneficial ownership interest in, any assets
                  of the Trust. Any rights created under the Plan and this Trust
                  Agreement shall be mere unsecured contractual rights of the
                  Participants and their beneficiaries against the Company. Any
                  assets held by the Trust will be subject to the claims of the
                  Company's general creditors under federal and state law in the
                  event of insolvency, as defined in Section 3(a) herein.

         (e)      The Company, in its sole discretion, may at any time, or from
                  time to time, make additional deposits of cash or other
                  property in trust with the Trustee to augment the principal to
                  be held, administered and disposed of by the Trustee as
                  provided in this Trust Agreement. Neither the Trustee nor any
                  Participant or beneficiary shall have any right to compel such
                  additional deposits. Upon a Change of Control, the Company
                  shall, as soon as possible, but in no event longer than 45
                  days following the Change of Control, as defined herein, make
                  an irrevocable contribution to the Trust in an amount that is
                  sufficient to pay each Plan participant or beneficiary the
                  benefits to which Plan participants or beneficiaries would be
                  entitled pursuant to the terms of the Plan(s) (as certified to
                  the Trustee by the Company) as of the date on which the Change
                  of Control occurred.

         (f)      The Company represents and warrants to the Trustee that the
                  Plan covers, and will cover only a select group of management
                  or highly compensated employees as contemplated by Section
                  401(a) of ERISA and interpretations, opinions, and rulings of
                  the Department of Labor thereunder. The Company shall
                  indemnify and hold harmless the Trustee, its parent,
                  subsidiaries and affiliates and each of their respective
                  officers, directors, employees and agents from and against all
                  liability, loss and expense, including reasonable attorneys'
                  fees and expenses suffered or incurred by any of the foregoing
                  indemnities as a result of a breach of the foregoing
                  representation and warranty. The provisions of this subsection
                  shall survive termination of this Agreement.


SECTION 2.  PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.

         (a)      The Company shall deliver to the Trustee a schedule (the
                  "Payment Schedule") that indicates the amounts payable in
                  respect of each Participant (and his or her beneficiaries),
                  that provides a formula or other instructions acceptable to
                  the Trustee for determining the amounts so payable, the form
                  in which such amount is to be paid (as provided for or
                  available under the Plan), and the time of commencement for
                  payment of such amounts. Except as otherwise provided herein,
                  the Trustee shall make payments to the Participants and their

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                  beneficiaries in accordance with such Payment Schedule. It is
                  the intent of the Company and the Trustee that the Company
                  shall be responsible for determining and effecting all
                  federal, state and local tax aspects of the Plan and the Fund,
                  including without limitation income taxes payable on the
                  Fund's income, if any, any required withholding of income or
                  other payroll taxes in connection with the payment of benefits
                  from the Fund pursuant to the Plan, and all reporting required
                  in connection with any such taxes. To the extent that the
                  Company is required by applicable law to pay or withhold such
                  taxes or to file such reports, such obligation shall be a
                  responsibility allocated to the Company, as the case may be,
                  hereunder. To the extent the Trustee is required by applicable
                  law to pay or withhold such taxes or to file such reports, the
                  Company shall inform the Trustee of such obligation, shall
                  direct the Trustee with respect to the performance of such
                  obligations and shall provide the Trustee with all information
                  required by the Trustee to meet such obligations.

         (b)      The entitlement of a Participant or his or her beneficiaries
                  to benefits under the Plan shall be determined by the Company
                  or such party as it shall designate under the Plan, and any
                  claim for such benefits shall be considered and reviewed under
                  the procedures set out in the Plan. The Company shall notify
                  the Trustee of such determination and shall direct
                  commencement of payments of such benefits.

         (c)      The Company may make payment of benefits directly to the
                  Participants or their beneficiaries as they become due under
                  the terms of the Plan. The Company shall notify the Trustee of
                  its decision to make payment of benefits directly prior to the
                  time amounts are payable to Participants or their
                  beneficiaries. In addition, if the principal of the Trust,
                  together with any earnings thereon, are not sufficient to make
                  payments of benefits in accordance with the terms of the Plan,
                  the Company shall immediately make up the balance of each such
                  payment as it falls due. The Trustee shall notify the Company
                  when principal and earnings are not sufficient.

SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN
COMPANY IS INSOLVENT.

         (a)      The Trustee shall cease payment of benefits to the
                  Participants and their beneficiaries if the Company is
                  Insolvent. The Company shall be considered "Insolvent" for
                  purposes of this Trust Agreement if (i) the Company is unable
                  to pay its debts as they become due, or (ii) the Company is
                  subject to a pending proceeding as a debtor under the United
                  States Bankruptcy Code.

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         (b)      At all times during the continuance of this Trust, as provided
                  in Section 1(d) hereof, the principal and income of the Trust
                  shall be subject to claims of general creditors of the Company
                  under federal and state law as set forth below.

                  (1)      The Board of Directors and the Chief Executive
                           Officer of the Company shall have the duty to inform
                           the Trustee in writing of the Company's Insolvency.
                           If a person claiming to be a creditor of the Company
                           alleges in writing to the Trustee that the Company
                           has become Insolvent, the Trustee shall determine
                           whether the Company is Insolvent and, pending such
                           determination, the Trustee shall discontinue payment
                           of benefits to the Participants or their
                           beneficiaries. In all cases, the Trustee shall be
                           entitled to conclusively rely upon the written
                           certification of the Board of Directors or the Chief
                           Executive Officer of the Company when determining
                           whether the Company is Insolvent.

                  (2)      Unless the Trustee has actual knowledge of the
                           Company's Insolvency, or has received notice from the
                           Company or a person claiming to be a creditor
                           alleging that the Company is Insolvent, the Trustee
                           shall have no duty to inquire whether the Company is
                           Insolvent. The Trustee may in all events rely on such
                           evidence concerning the Company's solvency as may be
                           furnished to the Trustee and that provides the
                           Trustee with a reasonable basis for making a
                           determination concerning the Company's solvency.

                  (3)      If at any time the Trustee has determined that the
                           Company is Insolvent, the Trustee shall discontinue
                           payments to the Participants or their beneficiaries
                           and shall hold the assets of the Trust for the
                           benefit of the Company's general creditors. Nothing
                           in this Trust Agreement shall in any way diminish any
                           rights of the Participants or their beneficiaries to
                           pursue their rights as general creditors of the
                           Company with respect to benefits due under the Plan
                           or otherwise.

                  (4)      The Trustee shall resume the payment of benefits to
                           the Participants or their beneficiaries in accordance
                           with Section 2 of this Trust Agreement only after the
                           Trustee has determined that the Company is not
                           Insolvent (or is no longer Insolvent).

         (c)      Provided that there are sufficient assets, if the Trustee
                  discontinues the payment of benefits from the Trust pursuant
                  to Section 3(b) hereof and subsequently resumes such payments,
                  the first payment following such discontinuance shall include
                  the aggregate amount of all payments due to the Participants
                  or their beneficiaries under the terms of the Plan as
                  certified to the Trustee by the Company for the period of such
                  discontinuance, less the

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                  aggregate amount of any payments made to the Participants or
                  their beneficiaries by the Company in lieu of the payments
                  provided for hereunder during any such period of
                  discontinuance.

SECTION 4.  PAYMENTS TO COMPANY.

Except as provided in Section 3 hereof, the Company shall have no right or power
to direct the Trustee to return to the Company or to divert to others any of the
Trust assets before all payment of benefits have been made to the Participants
and their beneficiaries pursuant to the terms of the Plan (as certified to the
Trustee by the Company).

SECTION 5.  INVESTMENT AUTHORITY.

         (a)      The Company shall direct the Trustee as to the investments
                  that will be held in the Trust. The Trustee shall invest and
                  reinvest the principal and income of the trust and keep the
                  Trust invested, without distinction between principal and
                  income. The Trustee shall have no duty to question any action
                  or direction of the Company or any failure to give directions,
                  or to make any suggestion to the Company as to the investment,
                  reinvestment, disposition or distribution of, such assets.

                  The Trustee shall have no liability and shall be fully
                  indemnified by the Company for any action taken, or for any
                  failure to act, if such action, or failure to act, is at the
                  direction of the Company (or results from the failure of the
                  Company to provide direction)provided, however that the
                  Company shall have no duty to indemnify the Trustee for any
                  liability which in any way relates to any negligent act or
                  omission, or misconduct of the Trustee in carrying out such a
                  direction.

         (b)      Subject to the terms of this Trust Agreement and applicable
                  law, the Trustee shall have the following powers in the
                  administration of the Trust to be exercised upon the direction
                  of the Company:

                  (1)      To invest and reinvest the principal and income of
                           the Trust and keep it invested, without distinction
                           between principal and income, in any security or
                           property as it, in its sole discretion, deems
                           advisable; provided, however that in no event shall
                           the Trust be invested in real estate ( for this
                           purpose, real estate includes, but shall not be
                           limited to, real property, leaseholds, mineral
                           interests, and any form of asset which is secured by
                           any of the foregoing);

                  (2)      To collect and receive any and all money and other
                           property due the Trust and give full discharge
                           therefor;

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                  (3)      To purchase, enter, sell, hold, and generally deal in
                           any manner in and with contracts for the immediate or
                           future delivery of financial instruments of any
                           issuer or of any other property; to grant, purchase,
                           sell, exercise, permit to expire, permit to be held
                           in escrow, or otherwise acquire, dispose of, hold and
                           generally deal in any manner with and in all forms of
                           options or any combination thereof.

                  (4)      To settle, compromise or submit to arbitration any
                           claims, debt or damages due or owing to or from the
                           Trust; the Trustee may also commence or defend suits
                           or legal proceedings to protect any interest of the
                           Trust, and may represent the Trust in all suits or
                           legal proceedings in any court or before any other
                           body or tribunal.

                  (5)      To take all action necessary to pay for authorized
                           transactions, including the power to borrow or raise
                           monies from any lender, including the Trustee, in its
                           corporate capacity in conjunction with its duties
                           under this Agreement and upon such terms and
                           conditions as the Trustee may deem advisable to
                           settle security purchases and/or foreign exchange or
                           contracts for foreign exchange, and securing the
                           repayments thereof by pledging all or any part of the
                           Account.

                  (6)      To deposit cash into interest bearing accounts in the
                           banking department of the Trustee or an affiliated
                           banking organization.

                  (7)      To appoint custodians, sub-custodians or
                           sub-trustees, domestic or foreign (including
                           affiliates of the Trustee), as to part or all of the
                           Trust. The Trustee shall not be responsible or liable
                           for any losses or damages suffered by the Company
                           arising as a result of the insolvency of any
                           custodian, sub-custodian or sub-trustee, except to
                           the extent the Trustee was negligent in its selection
                           or continued retention of such agent.

                  (8)      To hold property in nominee name, in bearer form, or
                           in book entry form, in a clearinghouse corporation or
                           in a depository (including an affiliate of the
                           Trustee), so long as the Trustee's records clearly
                           indicate that the assets held are a part of the
                           Trust. The Trustee shall not be responsible for any
                           losses resulting from the deposit or maintenance of
                           securities or other property (in accordance with
                           market practice, custom, or regulation) with any
                           recognized foreign or domestic clearing facility,
                           book-entry system, centralized custodial depository,
                           or similar organization.

         (c)      The Trustee may not invest in securities (including stock or
                  rights to acquire stock) or obligations issued by the Company
                  until such time as it received written authorization from the
                  Company. All rights associated with assets of the Trust shall
                  be exercised by the Trustee or person designated by the
                  Trustee,

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                  and shall in no event be exercisable by or rest with
                  Participants. The Company shall have the right at any time,
                  and from time to time in its sole discretion to substitute
                  assets of equal fair market value for any asset held by the
                  Trust. If the Company either contributes or directs the
                  Trustee to invest the Trust Fund in securities or other
                  obligations of the Company, then the Trustee shall have no
                  fiduciary or other liability for decisions to purchase or hold
                  such investments. Also, the Company shall direct the Trustee
                  as to the voting of any Company stock held in the Trust. The
                  Company shall indemnify the Trustee for any liabilities that
                  arise on account of such contributions or investments. This
                  Section shall survive the termination of this Agreement.

         (d)      The Trustee may generally do all acts, whether or not
                  expressly authorized, which the Trustee may deem necessary or
                  desirable for the protection of the Trust.

SECTION 6.  CONTRACTUAL SETTLEMENT AND INCOME; MARKET PRACTICE SETTLEMENTS

         (a)      In accordance with the Trustee's standard operating procedure,
                  the Trustee shall credit the Trust with income and maturity
                  proceeds on securities on contractual payment date net of any
                  taxes or upon actual receipt. To the extent the Trustee
                  credits income on contractual payment date, the Trustee may
                  reverse such accounting entries to the contractual payment
                  date if the Trustee reasonably believes that such amount will
                  not be received.

         (b)      In accordance with the Trustee's standard operating procedure,
                  the Trustee will attend to the settlement of securities
                  transactions on the basis of either contractual settlement
                  date accounting or actual settlement date accounting. To the
                  extent the Trustee settles certain securities transactions on
                  the basis of contractual settlement date accounting, the
                  Trustee may reverse to the contractual settlement date any
                  entry relating to such contractual settlement if the Trustee
                  reasonably believes that such amount will not be received.

         (c)      Settlements of transactions may be effected in trading and
                  processing practices customary in the jurisdiction or market
                  where the transaction occurs. The Company acknowledges that
                  this may, in certain circumstances, require the delivery of
                  cash or securities (or other property) without the concurrent
                  receipt of securities (or other property) or cash. In such
                  circumstances, the Trustee shall have no responsibility for
                  nonreceipt of payment (or late payment) or nondelivery of
                  securities or other property (or late delivery) by the
                  counterparty.

SECTION 7.  DISPOSITION OF INCOME.

During the term of this Trust, all income received by the Trust, net of expenses
and taxes, shall be accumulated and reinvested.

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SECTION 8.  ACCOUNTING BY TRUSTEE

The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between the
Company and the Trustee. Within 90 days following the close of each calendar
year and within 90 days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Company a written account of its administration of
the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions affected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued interest paid
or receivable being shown separately), and showing all cash, securities and
other property held in the Trust at the end of such year or as of the date of
such removal or resignation, as the case may be. If, within ninety (90) days
after the Trustee mails to the Company a statement with respect to the Trust,
the Company has not given the Trustee written notice of any exception or
objection thereto, the statement shall be deemed to have been approved, and in
such case, the Trustee shall not be liable for any matters in such statements.

SECTION 9.  RESPONSIBILITY OF TRUSTEE.

         (a)      The Trustee shall act with the care, skill, prudence and
                  diligence under the circumstances then prevailing that a
                  prudent person acting in like capacity and familiar with such
                  matters would use in the conduct of an enterprise of a like
                  character and with like aims, provided, however, that the
                  Trustee shall incur no liability to any person for any action
                  taken pursuant to a direction, request or approval given by
                  the Company which is contemplated by, and in conformity with,
                  the terms of the Plan (as certified to the Trustee by the
                  Company) or this Trust and is given in writing by the Company.
                  In the event of a dispute between the Company and a third
                  party, the Trustee may apply to a court of competent
                  jurisdiction to resolve the dispute.

         (b)      The Trustee is not a party to, and has no duties or
                  responsibilities under, the Plan other than those that may be
                  expressly contained in this Agreement. In any case in which a
                  provision of this Agreement conflicts with any provision in
                  the Plan, this Agreement shall control. The Trustee shall not
                  be responsible for the title, validity or genuineness of any
                  property or evidence of title thereto received by it or
                  delivered by it pursuant to this Agreement and shall be held
                  harmless in acting upon any notice, request, direction,
                  instruction, consent, certification or other instrument
                  believed by it to be genuine and delivered by the proper party
                  or parties. The Trustee shall not be liable for any act or
                  omission of any other person in carrying out any
                  responsibility imposed upon such person and under no
                  circumstances shall the Trustee be liable for any indirect,
                  consequential, or special damages with respect to its role as
                  Trustee.

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         (c)      The Company agrees to indemnify and hold harmless the Trustee,
                  its parent, subsidiaries and affiliates, and each of their
                  respective officers, directors, employees and agents from and
                  against all liability, loss and expense, including reasonable
                  attorneys' fees and expenses incurred by the Trustee or any of
                  the foregoing indemnities arising out of or in connection with
                  this Agreement, except as a result of the Trustee's own
                  negligence or willful misconduct. This indemnification shall
                  survive the termination of this Agreement.

         (d)      If the Trustee undertakes or defends any litigation arising in
                  connection with this Trust, the Company agrees to indemnify
                  the Trustee against the Trustee's costs, expenses and
                  liabilities (including, without limitation, attorneys' fees
                  and expenses) relating thereto and to be primarily liable for
                  such payments. If the Company does not pay such costs,
                  expenses and liabilities in a reasonably timely manner, the
                  Trustee may obtain payment from the Trust.

         (e)      The Trustee may consult with legal counsel (who may also be
                  counsel for the Company generally) with respect to any of its
                  duties or obligations hereunder, and if prior notice is
                  provided reasonably in advance to the Company the Trustee may
                  as a part of its reimbursable expenses under this Agreement,
                  pay counsel's reasonable compensation and expenses.

         (f)      The Trustee may hire agents, accountants, actuaries,
                  investment advisors, financial consultants or other
                  professionals to assist it in performing any of its duties or
                  obligations hereunder.

         (g)      The Trustee shall have, without exclusion, all powers
                  conferred on Trustees by applicable law, unless expressly
                  provided otherwise herein, provided, however, that if an
                  insurance policy is held as an asset of the Trust, the Trustee
                  shall have no power to name a beneficiary of the policy other
                  than the Trust, to assign the policy (as distinct from
                  conversion of the policy to a different form) other than to a
                  successor Trustee, or to loan to any person the proceeds of
                  any borrowing against such policy.

         (h)      Notwithstanding the provisions of Section 9(g) above, the
                  Trustee may loan to the Company the proceeds of any borrowing
                  against an insurance policy held as an asset of the Trust.

         (i)      Notwithstanding any powers granted to the Trustee pursuant to
                  this Trust Agreement or to applicable law, the Trustee shall
                  not have any power that could give this Trust the objective of
                  carrying on a business and dividing the gains therefrom,
                  within the meaning of Section 301.7701-2 of the Procedure and
                  Administrative Regulations promulgated pursuant to the
                  Internal Revenue Code.

         (j)      Notwithstanding anything in this Agreement to the contrary
                  contained herein,

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                  the Trustee shall not be responsible or liable for its failure
                  to perform under this Agreement or for any losses to the Trust
                  resulting from any event beyond the reasonable control of the
                  Trustee, its agents or custodians, including but not limited
                  to nationalization, strikes, expropriation, devaluation,
                  seizure, or similar action by any governmental authority, de
                  facto or de jure; or enactment, promulgation, imposition or
                  enforcement by any such governmental authority of currency
                  restrictions, exchange controls, levies or other charges
                  affecting the Trust's property; or the breakdown, failure or
                  malfunction of any utilities or telecommunications systems; or
                  any order or regulation of any banking or securities industry
                  including changes in market rules and market conditions
                  affecting the execution or settlement of transactions; or acts
                  of war, terrorism, insurrection or revolution; or acts of God;
                  or any other similar event. This Section shall survive the
                  termination of this Agreement.

         (k)      If the Company directs the Trustee to invest the Trust Fund in
                  securities or other obligations of the Company, then the
                  Trustee shall have no fiduciary or other liability for
                  decisions to purchase or hold such investments. Also, the
                  Company shall direct the Trustee as to the voting of any
                  Company stock held in the Trust. The Company shall indemnify
                  the Trustee for any liabilities that arise on account of such
                  investments. This Section shall survive the termination of
                  this Agreement.

SECTION 10.  COMPENSATION AND EXPENSES OF TRUSTEE.

The Company shall pay all administrative and Trustee's fees and expenses. If not
so paid, the fees and expenses shall be paid from the Trust. The Trustee shall
be entitled to fees for services as mutually agreed. The Company acknowledges
that as part of the Trustee's compensation, the Trustee may earn interest on
balances including disbursement balances and balances arising from purchase and
sale transactions. Such interest may be earned only when Trust assets are held
in a demand deposit account and only for such period as is reasonably necessary
to complete a disbursement or to settle the purchase or sales transaction (or to
reverse a transaction). To the extent the Trustee advances funds to the Trust
for disbursements or to effect the settlement of purchase transactions, the
Trustee shall be entitled to collect from the Trust either (i) with respect to
domestic assets, an amount equal to what would have been earned on the sums
advanced (an amount approximating the "federal funds" interest rate) or (ii)
with respect to non-domestic assets, the rate applicable to the appropriate
foreign market.

SECTION 11.  RESIGNATION AND REMOVAL OF TRUSTEE.

         (a)      The Trustee may resign at any time by written notice to the
                  Company, which shall be effective 60 days after receipt of
                  such notice unless the Company and the Trustee agree
                  otherwise.

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         (b)      The Trustee may be removed by the Company on 60 days notice or
                  upon shorter notice accepted by the Trustee, except that after
                  a Change of Control as defined herein, the Trustee may not be
                  removed by the Company for one year.

         (c)      Upon resignation or removal of the Trustee and appointment of
                  a successor Trustee, all assets shall subsequently be
                  transferred to the successor Trustee. The transfer shall be
                  completed within 180 days after receipt of the notice of
                  resignation, removal or transfer, unless the Company extends
                  the time limit.

         (d)      If the Trustee resigns or is removed, then a successor shall
                  be appointed in accordance with Section 12 hereof by the
                  effective date of resignation or removal under paragraphs (a)
                  or (b) of this section. If no such appointment has been made,
                  the Trustee may apply to a court of competent jurisdiction for
                  appointment of a successor or for instructions. All expenses
                  of the Trustee in connection with the proceeding shall be
                  allowed as administrative expenses of the Trust.

         (e)      Upon a Change of Control, as defined herein, Trustee may not
                  be removed by Company for one year.

SECTION 12.  APPOINTMENT OF SUCCESSOR.

         (a)      If the Trustee resigns or is removed in accordance with
                  Section 11(a) or 11(b) hereof the - Company shall appoint any
                  third party, such as a bank trust department or other party
                  that may be granted corporate trustee powers under state law,
                  as a successor to replace the Trustee upon such resignation or
                  removal. The appointment shall be effective when accepted in
                  writing by the new Trustee, who shall have all of the rights
                  and powers of the former Trustee, including ownership rights
                  in the Trust assets. The former Trustee shall execute any
                  instrument necessary or reasonably requested by the Company or
                  the successor Trustee to evidence the transfer.

         (b)      The successor Trustee need not examine the records and acts of
                  any prior Trustee and may retain or dispose of existing Trust
                  assets, subject to Sections 8 and 9 hereof. The successor
                  Trustee shall not be responsible for and the Company shall
                  indemnify and defend the successor Trustee from any claim or
                  liability resulting from any action or inaction of any prior
                  Trustee or from any other past event, or any condition
                  existing at the time it becomes successor Trustee.

SECTION 13.  AMENDMENT OR TERMINATION.

         (a)      This Trust Agreement may be amended by a written instrument
                  executed by the Trustee and the Company. Notwithstanding the
                  foregoing, no such amendment

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                  shall conflict with the terms of the Plan (as certified to the
                  Trustee by the Company) or shall make the Trust revocable.

         (b)      The Trust shall not terminate until the date on which the
                  Participants and their beneficiaries are no longer entitled to
                  benefits pursuant to the terms of the Plan (as certified to
                  the Trustee by the Company). Upon termination of the Trust any
                  assets remaining in the Trust shall be returned to the
                  Company.

         (c)      Upon written approval of the Participants or beneficiaries
                  entitled to payment of benefits pursuant to the terms of the
                  Plan, the Company may terminate this Trust prior to the time
                  all benefit payments under the Plan have been made. All assets
                  in the Trust at termination shall be returned to the Company.

SECTION 14.  MISCELLANEOUS.

         (a)      Neither the Company nor the Trustee may assign this Agreement
                  without the prior written consent of the other, except that
                  the Trustee may assign its rights and delegate its duties
                  hereunder to any corporation or entity which directly or
                  indirectly is controlled by, or is under common control with,
                  the Trustee. This Agreement shall be binding upon, and inure
                  to the benefit of, the Company and the Trustee and their
                  respective successors and permitted assigns. Any entity which
                  shall by merger, consolidation, purchase, or otherwise,
                  succeed to substantially all the trust business of the Trustee
                  shall, upon such succession and without any appointment or
                  other action by the Company, be and become successor trustee
                  hereunder, upon notification to the Company.

         (b)      Any provision of this Trust Agreement prohibited by law shall
                  be ineffective to the extent of any such prohibition, without
                  invalidating the remaining provisions hereof.

         (c)      Benefits payable to Participants and their beneficiaries under
                  this Trust Agreement may not be anticipated, assigned (either
                  at law or in equity), alienated, pledged, encumbered or
                  subjected to attachment, garnishment, levy, execution or other
                  legal or equitable process.

         (d)      Notwithstanding anything to the contrary contained elsewhere
                  in this Trust Agreement, any reference to the Plan or Plan
                  provisions which require knowledge or interpretation of the
                  Plan shall impose a duty upon the Company to communicate such
                  knowledge or interpretation to the Trustee. The Trustee shall
                  have no obligation to know or interpret any portion of the
                  Plan and shall in no way be liable for any proper action taken
                  contrary to the Plan.

         (e)      This Trust Agreement shall be governed by and construed in
                  accordance with the laws of the State of Texas. The parties
                  hereby expressly waive, to the full

                                      -13-
<PAGE>   14

                  extent permitted by applicable law, any right to trial by jury
                  with respect to any judicial proceeding arising from or
                  related to this Agreement.

         (f)      For purposes of this Trust, Change of Control shall mean: the
                  purchase or other acquisition by any person, entity or group
                  of persons, within the meaning of Section 13(d) or 14(d) of
                  the Securities Exchange Act of 1934 ("Act"), or any comparable
                  successor provisions of beneficial ownership (within the
                  meaning of Rule 13d-3 promulgated under the Act) of 30 percent
                  or more of either the outstanding shares of common stock or
                  the combined voting power of the Company's then outstanding
                  voting securities entitled to vote generally, or the approval
                  by the stockholders of the Company of a reorganization,
                  merger, or consolidation, in each case, with respect to which
                  persons who were stockholders of the Company immediately prior
                  to such reorganization, merger or consolidation do not,
                  immediately thereafter, own more than 50 percent of the
                  combined voting power entitled to vote generally in the
                  election of directors of the reorganized, merged or
                  consolidated Company's then outstanding securities, or a
                  liquidation or dissolution of the Company or of the sale of
                  all or substantially all of the Company's assets. The Company
                  shall have the duty to inform the Trustee in writing upon the
                  occurrence of a Change of Control. The Trustee shall be
                  entitled to conclusively rely upon such written certification
                  of the Company.

SECTION 15.  RELIANCE ON REPRESENTATIONS.

         (a)      The Company and the Trustee each acknowledge that the other
                  will be relying, and shall be entitled to rely, on the
                  representations, undertakings and acknowledgments of the other
                  as set forth in this Agreement. The Company and the Trustee
                  each agree to notify the other promptly if any of its
                  representations, undertakings, or acknowledgments set forth in
                  this Agreement ceases to be true.

         (b)      The Company and the Trustee hereby each represent and warrant
                  to the other that it has full authority to enter into this
                  Agreement upon the terms and conditions hereof and that the
                  individual executing this Agreement on their behalf has the
                  requisite authority to bind the Company and the Trustee to
                  this Agreement.

The effective date of this Trust Agreement shall be the 1st day of July, 2001.

                                      -14-
<PAGE>   15
IN WITNESS WHEREOF, THE COMPANY AND THE TRUSTEE HAVE EXECUTED THIS TRUST
AGREEMENT EACH BY ACTION OF A DULY AUTHORIZED PERSON.


OIL STATES INTERNATIONAL, INC.


BY:____________________________________

NAME:__________________________________

TITLE:_________________________________

DATE:__________________________________




BOSTON SAFE DEPOSIT AND TRUST COMPANY


BY:____________________________________

NAME:__________________________________

TITLE:_________________________________

DATE:__________________________________