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                              BJ SERVICES COMPANY

                            DIRECTORS' BENEFIT PLAN















                          Effective December 7, 2000
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        BJ SERVICES COMPANY, a Delaware corporation (the "Company"), hereby
establishes this BJ SERVICES COMPANY DIRECTORS' BENEFIT PLAN, effective as of
December 7, 2000, to help attract and continue to retain highly qualified
Directors for the Company by providing deferred compensation in recognition of
services performed for the Company.

                                   ARTICLE I
                                  DEFINITIONS

        Where the following words and phrases appear in the Plan, they shall
have the respective meanings set forth below, unless their context clearly
indicates to the contrary:

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

1.2     Affiliate: Any person or entity who or which controls, is controlled by
        or is under common control with the Company. For purposes of this
        definition, the terms "control" and "controlled by" as used with respect
        to the Company or any person or entity shall mean possession, directly
        or indirectly, of the power to direct or cause the direction of the
        management and policies of the Company or such person or entity, whether
        through the ownership of an equity interest in the Company or such
        person or entity, by contract or otherwise.

1.3     Applicable Interest Rate: The average of the annual rate of interest on
        30-year Treasury securities for any month as published by the Federal
        Reserve Board (or some other prevailing interest rate selected by the
        Administrator), for the longer of (a) the period beginning on the
        Effective Date and ending upon the month preceding the Participant's
        Termination Date or (b) the five-year period ending on the month
        preceding the Participant's Termination Date.

1.4     Benefit: The benefit payable to a Participant as specified in Article
        III, subject to the provisions of Article IV.

1.5     Benefit Commencement Date: The date, determined under Article III, as of
        which a Participant begins to receive payment of his Benefit under the
        Plan.

1.6     Benefit Payment Period: The period, determined under Article III, over
        which a Benefit is to be paid under the Plan.

1.7     Board: The Board of Directors of the Company.

1.8     Company: BJ Services Company, a Delaware corporation.

1.9     Competitor: A company, corporation, enterprise, firm, limited
        partnership, partnership, person, sole proprietorship or any other
        business entity determined by the Board in its sole discretion to be
        competitive with the business of the Company, its Subsidiaries or its
        Affiliates.

1.10    Director: An individual, elected to the Board by the stockholders of the
        Company or by the Board under applicable corporate law, who is serving
        on the Board on the Effective Date or

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

1.11    Effective Date: December 7, 2000.

1.12    Last Annual Retainer: The annual retainer payable by the Company to
        Directors in effect on a Participant's Termination Date.

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

1.14    Participant: A Director who has commenced, but not terminated,
        participation in the Plan as provided in Article II.

1.15    Period of Service: Each period of an individual's service as a Director
        commencing on the effective date of his election or re-election to the
        Board and ending on a Termination Date, including periods commencing
        prior to the Effective Date.

1.16    Plan: This BJ Services Company Directors' Benefit Plan, as the same may
        be amended from time to time.

1.17    Subsidiary: At any given time, any other corporation of which an
        aggregate of 80% or more of its outstanding voting stock is owned of
        record or beneficially, directly or indirectly, by the Company or any
        other of its Subsidiaries.

1.18    Termination Date: The date on which a Director ceases to serve the
        Company as a Director by reason of his retirement, declination to stand
        for re-election, resignation, disability, removal, death or any other
        event.

1.19    Trust: Any trust created pursuant to the provisions of Article VIII.

1.20    Trust Agreement: The agreement establishing the Trust.

1.21    Trustee: The entity named from time to time as trustee in the Trust
        Agreement and its successors.

1.22    Trust Fund: The assets held under the Trust as they may exist from time
        to time.

1.23    Years of Service: Each full year of an individual's aggregate Periods of
        Service.

                                  ARTICLE II
                                 PARTICIPATION

2.1     Admission as a Participant

               A Director shall become a Participant on the later of the date on
        which he completes three Years of Service or the Effective Date.
        Notwithstanding the foregoing, in the event a Director dies prior to
        completing three Years of Service and otherwise prior to such

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        Director's Termination Date, such Director shall be considered to have
        been a Participant on the date of his death for all purposes under the
        Plan.

2.2     Termination of Participation

               A Participant shall cease participation in the Plan upon the
        earlier of his death or the completion of his Benefit Payment Period.

                                  ARTICLE III
                         DEFERRED COMPENSATION BENEFIT

3.1     Benefit Payment Period

        A Participant's Benefit Payment Period shall be a period of time equal
to the lesser of ten years or the total number of Years of Service completed by
such Participant as of his Termination Date, and such period shall commence on
such Participant's Benefit Commencement Date.

3.2     Benefit Commencement Date

        A Participant's Benefit Commencement Date shall be the first day of the
January coincident with or next succeeding such Participant's Termination Date.
The initial Benefit payment made to a Participant pursuant to the provisions of
this Article III shall be made as soon as administratively practicable following
the Participant's Benefit Commencement Date, and subsequent Benefit payments
payable to such Participant, if any, shall be made on the anniversary of the
date of such initial payment.

3.3     Benefit Amount

               Subject to the provisions of Article IV, a Participant shall be
        entitled to receive a Benefit based on his Last Annual Retainer for each
        of his Years of Service completed as of his Termination Date, payable in
        the form of equal annual cash installments during such Participant's
        Benefit Payment Period. The amount of the annual installment shall be
        determined as follows:

               (a)    In the event that the Participant's Years of Service is
                      ten or fewer years, the annual installment shall be equal
                      to the Last Annual Retainer.

               (b)    In the event that the Participant's Years of Service
                      exceeds ten years, the annual installment shall be
                      calculated as follows:

                      1.     First, the Net Present Value of a series of
                             payments equal to the Last Annual Retainer for a
                             period of time equal to the Participant's total
                             number of Years of Service shall be calculated.

                      2.     Second, the annual installment shall be calculated
                             so that the Net Present Value of a series of such
                             annual installments paid over a period of ten years
                             equals the Net Present Value obtained in Section
                             3.3(b)1. above.

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3.4     Resumption of Service as a Director

               (a) If payment of a Participant's Benefit hereunder has
        commenced, such payments shall be suspended on the effective date of
        such Participant's re-election to the Board as a Director.

               (b) Upon a Participant's Termination Date following his re-
        election to the Board, his Benefit shall be recomputed pursuant to the
        provisions of this Article III to reflect such Participant's additional
        Years of Service as a Director following his re-election to the Board
        and the Last Annual Retainer in effect on such Participant's most recent
        Termination Date; provided, however, that (i) such Benefit shall be
        reduced by an amount equal to the payments, if any, such Participant
        received prior to his re-election to the Board and (ii) such
        Participant's remaining Benefit Payment Period shall be determined (A)
        by increasing such Benefit Payment Period (but not in excess of the
        maximum period provided in Section 3.1) by the Participant's additional
        Years of Service as a Director following his re-election to the Board
        and (B) by reducing such Benefit Payment Period by the number of years
        for which Benefit payments were made prior to such Participant's re-
        election to the Board.

                                  ARTICLE IV
                              BENEFIT FORFEITURES

        Any portion of the Benefit of a Participant not previously paid shall be
forfeited to the Company upon a determination by the Board, in its sole
discretion, that such Participant has, after the Effective Date, without the
consent of the Board:

               (a) Joined the board of directors of, managed, operated,
        participated in a material way in, entered employment with, performed
        consulting (or any other) services for, or otherwise been connected in
        any material manner with a Competitor; or

               (b) Directly or indirectly acquired an equity interest of five
        percent or greater in a Competitor.


                                   ARTICLE V
                                 DEATH BENEFIT

        Upon the death of a Participant, whether before or after such
Participant's Benefit Commencement Date, such Participant's beneficiary or
beneficiaries (designated by such Participant under rules and procedures
established by the Administrator), or in the absence of such designated
beneficiary or beneficiaries, such Participant's surviving spouse, or if there
is no such surviving spouse, such Participant's estate, shall be entitled to
receive the remaining payments of the Benefit to which such Participant was
entitled, if any. Upon the subsequent death of a Participant's beneficiary or
surviving spouse who is receiving payments hereunder, any Benefit payments

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remaining under the Plan shall be paid to the estate of such beneficiary or
surviving spouse. All Benefit payments made pursuant to this Article V following
the death of a Participant shall be made over such Participant's Benefit Payment
Period in accordance with the provisions of Article III; provided, however, that
any Benefit payments to be made to an estate as a result of the death of a
Participant, his beneficiary or his surviving spouse shall be paid in a lump-sum
that is the Net Present Value of such payments, with the interest rate used for
such Net Present Value determined pursuant to Section 1.3 hereof, but
substituting the date of such death for the Participant's Termination Date.

                                  ARTICLE VI
                          ADMINISTRATION OF THE PLAN

6.1     Administrator

               The Board of Directors shall appoint an Administrator to
        administer the Plan who shall serve at the pleasure of the Board. The
        Administrator shall maintain complete and adequate records pertaining to
        the Plan, including, but not limited to, Participants' Benefits, amounts
        transferred to the Trust, reports from the Trustee and all other records
        which shall be necessary or desirable in the proper administration of
        the Plan.

6.2     Indemnification

               (a) The Company shall indemnify the Administrator and/or any of
        its delegates against the reasonable expenses, including attorneys'
        fees, actually and appropriately incurred by them in connection with the
        defense of any action, suit or proceeding, or in connection with any
        appeal thereto, to which they or any of them may be a party by reason of
        any action taken or failure to act under or in connection with the Plan
        (including any action or failure to act constituting negligence) and
        against all amounts paid by them in settlement thereof and against all
        amounts paid by them in satisfaction of a judgment in any such action,
        suit or proceeding, except in relation to matters as to which it shall
        be adjudged in a suit of final adjudication that such individual is
        liable for gross negligence, fraud, deliberate dishonesty or willful
        misconduct in the performance of his duties.

               (b) In case any proceeding (including any governmental
        investigation) shall be instituted involving any person in respect of
        which indemnity may be sought pursuant to this Section 6.2, such person
        (the "Indemnified Party") shall promptly notify the Company in writing.
        No indemnification provided for in Section 6.2(a) shall be available to
        any party who shall fail to give notice as provided in this Section
        6.2(b) if the Company was unaware of the proceeding to which such notice
        would have related and was prejudiced by the failure to give such
        notice, but the failure to give such notice shall not relieve the
        Company from any liability which it may have to the Indemnified Party
        for contribution or otherwise than on account of the provisions of
        Section 6.2(a). In case any such proceeding shall be brought against any
        Indemnified Party and it shall notify the Company of the commencement
        thereof, the Company shall be entitled to participate therein and, to
        the extent that it shall wish, to assume the defense thereof, with
        counsel satisfactory to such Indemnified Party and shall pay as incurred
        the fees and disbursements of such counsel related to such proceeding.
        In any such proceeding, any Indemnified Party shall have the right to
        retain its own counsel at its

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        own expense. Notwithstanding the foregoing, the Company shall pay as
        incurred the fees and expenses of the counsel retained by the
        Indemnified Party in the event (i) the Company and the Indemnified Party
        shall have mutually agreed to the retention of such counsel or (ii) the
        named parties to any such proceeding (including any impleaded parties)
        include both the Company and the Indemnified Party and representation of
        both parties by the same counsel would be inappropriate due to actual or
        potential differing interests between them. It is understood that the
        Company shall not, in connection with any proceeding or related
        proceedings in the same jurisdiction, be liable for the reasonable fees
        and expenses or more than one separate firm for all such Indemnified
        Parties. Such firm shall be designated in writing by the Company. The
        Company shall not be liable for any settlement of any proceeding
        effected without its written consent but if settled with such consent or
        if there be a final judgment for the plaintiff, the Company agrees to
        indemnify the Indemnified Party from and against any loss or liability
        by reason of such settlement or judgment.

                                  ARTICLE VII
                                NATURE OF PLAN

        This Plan is intended to constitute an unfunded, unsecured promise by
the Company to pay Benefits to each Participant (or his beneficiary) as herein
provided out of the Company's general assets. The adoption of this Plan and any
setting aside of amounts by the Company with which to discharge its obligations
hereunder shall not be deemed to create a trust; legal and equitable title to
any funds so set aside shall remain in the Company, and any recipient of Benefit
payments hereunder shall have no security or other interest in such funds. Any
and all funds so set aside shall remain subject to the claims of the general
creditors of the Company, present and future. This provision shall not require
the Company to set aside any funds, but the Company may set aside such funds if
it chooses to do so.

                                 ARTICLE VIII
                             FUNDING OF OBLIGATION

8.1     Funding

               Article VII above to the contrary notwithstanding, the Company
        may fund all or part of its obligation hereunder by transferring assets
        to a Trust if the provisions of the Trust Agreement creating the Trust
        require the use of the Trust's assets to satisfy claims of the Company's
        general unsecured creditors in the event of the Company's insolvency and
        provide that no Participant shall at any time have a prior claim to such
        assets. The assets of the Trust shall not be deemed to be assets of this
        Plan.

8.2     Source of Payment

               If a Trust is created hereunder the Administrator shall determine
        whether any payment to be made to a Participant under the provisions of
        the Plan is to be made directly by the Company, from the Trust Fund or
        by a combination of such sources except to the extent the provisions of
        the Trust Agreement specify payment from the Trust Fund. The Plan shall
        be deemed to authorize any payment of a Participant's Benefit from the
        Trust Fund to the extent such payment is required by the provisions of
        the Trust Agreement.

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                                  ARTICLE IX
                            TERMINATION OF THE PLAN

        The Board of Directors may terminate the Plan at any time. Upon
termination of the Plan, each Participant's Benefit shall be determined and
commenced pursuant to Article III hereof, but substituting the date of such
termination for the Participant's Termination Date Further, Benefit payments
payable after such termination shall be paid in accordance with the provisions
of Articles III and V hereof. Finally, if the Plan is terminated, Participants
shall accrue no additional Benefits hereunder.

                                   ARTICLE X
                             AMENDMENT OF THE PLAN

        The Board of Directors may, without the consent of Participants or their
beneficiaries, amend the Plan at any time and from time to time, provided,
however, that no such amendment may deprive a Participant of the right to
receive his accrued Benefit or be retroactive in effect to the prejudice of any
Participant.

                                  ARTICLE XI
                              GENERAL PROVISIONS

11.1    No Preference over Creditors

               No Participant shall have any preference over the general
        creditors of the Company in the event of the Company's insolvency.

11.2    Incompetency of Payee

               If the Administrator receives evidence satisfactory to him that
        any person entitled to receive a payment hereunder is, at the time the
        benefit is payable, physically, mentally or legally incompetent to
        receive such payment and to give a valid receipt therefor, and that an
        individual or institution is then maintaining or has custody of such
        person and that no guardian, committee or other representative of the
        estate of such person has been duly appointed, the Administrator may
        direct that such payment be paid to such individual or institution
        maintaining or having custody of such person, and the receipt of such
        individual or institution shall be valid and a complete discharge for
        the payment of such benefit.

11.3    Direct Deposit of Payments

               Payments to be made hereunder may, at the written request of the
        Participant, be made to a bank account designated by such Participant,
        provided that deposits to the credit of such Participant in any bank or
        trust company shall be deemed payment into his hands.

11.4    Construction of Plan

               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.

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        The masculine gender, where appearing in the Plan, shall be deemed to
        include the feminine gender.

11.5    Benefits Not Assignable

               Benefits provided under the Plan may not be assigned or
        alienated, either voluntarily or involuntarily, other than by will or by
        the applicable laws of descent and distribution.

11.6    Controlling Law

               THE LAWS OF THE STATE OF TEXAS SHALL CONTROL THE INTERPRETATION
        AND PERFORMANCE OF THE TERMS OF THE PLAN. THE PLAN IS NOT INTENDED TO
        QUALIFY UNDER SECTION 401(a) OF THE INTERNAL REVENUE CODE OF 1986, AS
        AMENDED, OR TO COMPLY WITH THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
        OF 1974, AS AMENDED.

        EXECUTED effective as of December 7, 2000.

                               BJ SERVICES COMPANY

                               By: __________________________

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