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                                    AMENDMENT TO
                                BJ SERVICES COMPANY
                                1995 INCENTIVE PLAN


       WHEREAS, BJ Services Company (the "Company") has heretofore adopted the
BJ Services Company 1995 Incentive Plan (the "Plan"); and

       WHEREAS, the Company desires to amend the Plan in certain respects;

       NOW, THEREFORE, the Plan shall be amended as follows, effective as of the
date of adoption of this amendment by the Company:

       1.     The first sentence of Article I, Paragraph 2 of the Plan shall be
deleted and the following shall be substituted therefor:

       "The aggregate number of shares of Common Stock, $.10 par value
       per share, of the Company ('Common Stock') that may be issued
       under the Plan shall not exceed 3,000,000 shares; provided,
       however, that in the event that at any time after the effective
       date of the Plan the outstanding shares of Common Stock are
       changed into or exchanged for a different number or kind of shares
       or other securities by reason of merger, consolidation,
       recapitalization, reclassification, stock split, stock dividend,
       combination of shares or the like, the aggregate number and class
       of securities available under the Plan shall be ratably adjusted
       by the Committee (as hereinafter defined), whose determination
       shall be final and binding upon the Company and all other
       interested persons."

       2.     The following shall be added at the end of the first sentence of
Article II, Paragraph 1 of the Plan:

       "(subject to adjustment in the same manner as provided in Article
       I, Paragraph 2 with respect to shares of Common Stock available
       under the Plan)"

       3.     Article II, Paragraph 3(b)(v) of the Plan shall be deleted and the
following shall be substituted therefor:

              "(v)    If the Employee Optionee's employment is terminated
       after the six-month period following the date of grant for any
       reason (other than on account of such person's death, retirement,
       disability or Cause termination), at the expiration of a period of
       three months after the Employee Optionee's employment is so
       terminated except (A) as otherwise provided in the option
       agreement (but for no longer than one year) or (B) as provided in
       Article X; provided, however, notwithstanding

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       anything to the contrary, no option shall ever be exercisable later
       than the Nonqualified Option Expiration Date;"

       4.     Article II, Paragraph 3(b)(vi) of the Plan shall be deleted.

       5.     The first sentence of Article II, Paragraph 3(e) of the Plan shall
be deleted and the following shall be substituted therefor:

       "In the event that at any time after the effective date of the
       Plan the outstanding shares of Common Stock are changed into or
       exchanged for a different number or kind of shares or other
       securities by reason of merger, consolidation, recapitalization,
       reclassification, stock split, stock dividend, combination of
       shares or the like, the Committee shall make an appropriate and
       equitable adjustment in the number and kind of shares as to which
       all outstanding nonqualified options granted under Article II, or
       portions thereof then unexercised, shall be exercisable, and with
       any necessary corresponding adjustment in exercise price per
       share, to the end that after such event the shares subject to
       Article II of the Plan and each Employee Optionee's proportionate
       interest shall be maintained as before the occurrence of such
       event."

       6.     The following shall be added at the end of the first sentence of
Article III, Paragraph 1 of the Plan:

       "(subject to adjustment in the same manner as provided in Article
       I, Paragraph 2 with respect to shares of Common Stock available
       under the Plan)"

       7.     Article III, Paragraph 3(b)(v) of the Plan shall be deleted and
the following shall be substituted therefor:

              "(v)   If the Employee Optionee's employment is terminated
       after the six-month period following the date of grant for any
       reason (other than on account of such person's death, retirement,
       disability or Cause termination), at the expiration of a period of
       three months after the Employee Optionee's employment is so
       terminated except (A) as otherwise provided in the option
       agreement (but for no longer than one year) or (B) as provided in
       Article X; provided, however, notwithstanding anything to the
       contrary, no option shall ever be exercisable later than the ISO
       Expiration Date;"

       8.     Article III, Paragraph 3(b)(vi) of the Plan shall be deleted.

       9.     The first sentence of Article III, Paragraph 3(e) of the Plan
shall be deleted and the following shall be substituted therefor:

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       "In the event that at any time after the effective date of the
       Plan the outstanding shares of Common Stock are changed into or
       exchanged for a different number or kind of shares or other
       securities by reason of merger, consolidation, recapitalization,
       reclassification, stock split, stock dividend, combination of
       shares or the like, the Committee shall make an appropriate and
       equitable adjustment in the number and kind of shares as to which
       all outstanding incentive stock options granted under Article III,
       or portions thereof then unexercised, shall be exercisable, and
       with any necessary corresponding adjustment in exercise price per
       share, to the end that after such event the shares subject to
       Article III of the Plan and each Employee Optionee's proportionate
       interest shall be maintained as before the occurrence of such
       event."

       10.    The last sentence of Article III, Paragraph 3(e) of the Plan shall
be deleted.

       11.    The following shall be added at the end of the first sentence of
Article V, Paragraph 1 of the Plan:

       "(subject to adjustment in the same manner as provided in Article I,
       Paragraph 2 with respect to shares of Common Stock available under
       the Plan)"

       12.    The following new Article X shall be added to the Plan:

                                   "ARTICLE X

                               CHANGE OF CONTROL

              Notwithstanding any provision to the contrary in the Plan,
       the following additional provisions shall become effective upon
       the occurrence of a Change of Control:

              (a)    PUBLICLY-TRADED STOCK TRANSACTION.  If the
       consideration offered to shareholders of the Company in connection
       with a Change of Control consists of shares of the common stock
       ('New Stock') of the entity acquiring the Company or the parent
       company of the entity acquiring the Company (the 'Acquiring
       Entity') that are publicly traded, upon the occurrence of such
       Change of Control, the Acquiring Entity shall assume the each
       Employee Optionee's outstanding options to purchase Common Stock
       ('Prior Options') and each such Prior Option shall become an
       option (a 'New Option') (i) to purchase that number of shares of
       New Stock determined by multiplying the number of shares of Common
       Stock issuable upon exercise of such Prior Option by the exchange
       ratio of Common Stock in the transaction, (ii) at an exercise
       price per share determined by dividing the per share exercise
       price of such Prior Option by the exchange ratio of Common Stock
       in the transaction and (iii)

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       otherwise upon the same terms and conditions as such Prior Option,
       except that (A) such New Option shall be exercisable until the
       applicable Nonqualified Option Expiration Date or ISO Expiration Date
       regardless of any termination of Employee Optionee's employment
       following the Change of Control, and (B) such New Option may be
       surrendered to the Acquiring Entity during the 90-day period following
       the occurrence of the Change of Control in return for a payment in
       cash or shares of New Stock or a combination of cash and shares of New
       Stock as determined by the Acquiring Entity, equal in value to the
       excess of (I) the higher of (1) the per share value of the consideration
       received by shareholders of the Company upon the occurrence of the
       Change of Control (valued for such purpose as of the date of the
       Change of Control) or (2) the highest per share price for Common Stock
       of the Company during the period commencing with the public announcement
       of the proposed Change of Control transaction and ending upon the
       occurrence of the Change of Control over (II) the per share exercise
       price of the Common Stock of the Company under the Prior Option,
       multiplied by the number of shares of Common Stock of the Company subject
       to the Prior Option.

              (b)    OTHER TRANSACTION.  If the consideration offered to
       shareholders of the Company in connection with a Change of Control
       consists of cash or of New Stock that is not publicly traded, upon
       the occurrence of such Change of Control, each Employee Optionee
       shall surrender each of his outstanding options to purchase Common
       Stock to the Acquiring Entity in return for a payment in cash
       equal to the Black-Scholes value of such option as of the date of
       the Change of Control, without discount for risk of forfeiture and
       non-transferability.  Any Black-Scholes valuation for this purpose
       shall be performed on a basis consistent with the methodology set
       forth on Exhibit A to this Plan."

       13.    The following new Exhibit A shall be added to the Plan:

                            "EXHIBIT A

                     BJ SERVICES CORPORATION

              BLACK-SCHOLES OPTION VALUATION

<TABLE>
       <S>                                              <C>
       The stock's current market value                 $ __________
       Estimated future dividend yield                    __________%
       The option's exercise or strike price            $ __________
       Option term (in years)                             __________
       Risk free rate for option term*                    __________%
       Estimated future annual stock volatility**         __________
       Present value as a percent of market value         __________%
       Present value per share                          $ __________"
</TABLE>

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       14.    As amended hereby, the Plan is specifically ratified and
reaffirmed


       *As determined by the then current rate on Treasury bills with
         a maturity approximating the remaining option life.

      **Based on the prior twelve months volatility.