First Amendment to Supplemental Executive Retirement Plan



 Exhibit 10.42 
  
 FIRST AMENDMENT TO 
 BJ SERVICES COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
  
 WHEREAS, BJ SERVICES COMPANY (the “Company”) has heretofore adopted the BJ SERVICES COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the ”Plan”); and 
  
 WHEREAS, the Company desires to amend the Plan with respect to certain
new claims procedure rules based upon regulations issued by the Department of Labor; and 
  
 WHEREAS, the Company also desires to amend the Plan in certain other respects; 
  
 NOW, THEREFORE, the Plan shall be amended as follows and such amendments shall supersede the provisions of the Plan to the extent those provisions
are inconsistent with the provisions of such amendments: 
  

	I.	 	Effective for Plan benefit claims filed after January 1, 2002, Section 9.9 of the Plan shall be deleted and the following shall be substituted therefor: 

  
 “9.9 Claims Procedures. Claims for Plan
benefits and reviews of Plan benefit claims which have been denied or modified will be processed in accordance with the written Plan claims procedures established by the Committee, which procedures are hereby incorporated by reference as part of the
Plan.” 
  

	II.	 	Effective as of January 1, 2002, Section 9.10 of the Plan shall be deleted. 

  

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

  
 EXECUTED this 25th day of September 2003. 
  

	BJ SERVICES COMPANY 
		
	 By:
	 	 /s/    J. W. Stewart      


	 	 	Name: J. W. Stewart
	 	 	Title: Chairman, President & CEO_









 CLAIMS PROCEDURES 
 FOR THE BJ SERVICES COMPANY 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
  
 1. Purpose of Document 
  
 This document sets forth the benefit claims procedures for the BJ Services
Company Supplemental Executive Retirement Plan. 
  
 2.
Definitions 
  
 For purposes of these procedures, the
following terms, where capitalized, will be defined as follows: 
  
 1. Adverse Benefit Determination: Any denial, reduction or termination of or failure to provide or make payment (in whole or in part) for a Plan benefit, including any denial, reduction, termination or failure to provide or make
payment that is based on a determination of a Claimant’s eligibility to participate in the Plan. Further, any invalidation of a claim for failure to comply with the claim submission procedure will be treated as an Adverse Benefit Determination.

  
 2. Benefits Administrator: The person or office to whom
the Committee has delegated day-to-day Plan administration responsibilities and who, pursuant to such delegation, processes Plan benefit claims in the ordinary course. 
  
 3. Board: The Board of Directors of BJ Services Company. 
  
 4. Claimant: A Participant or beneficiary or an authorized
representative of such Participant or beneficiary who has filed or desires to file a claim for a Plan benefit. 
  
 5. Committee: The Compensation Committee of the Board (or such other administrative committee that is appointed by the Board to administer the
Plan). 
  
 6. ERISA: The Employee Retirement Income
Security Act of 1974, as amended. 
  
 7. Participant: An
individual who has an accrued benefit under the Plan. 
  
 8.
Plan: The BJ Services Company Supplemental Executive Retirement Plan. 
  
 9. Plan Year: The twelve-month period commencing January 1 of each year. 
  
 3. Filing of Benefit Claim 
  
 To file a benefit claim under the Plan, a Claimant must obtain from the Benefits Administrator the information and benefit election forms, if any, provided for in the Plan and otherwise follow the procedures
established from time to time by the Committee or the Benefits Administrator for claiming Plan benefits. If, after reviewing the information so provided, the Claimant needs additional information regarding his Plan benefits, he may obtain such
information by submitting a written request to the Benefits Administrator describing the additional information needed. A Claimant may only request a Plan benefit by fully completing and submitting to the 







 Benefits Administrator the benefit election forms, if any, provided for in the Plan and otherwise following the
procedures established from time to time by the Committee or the Benefits Administrator for claiming Plan benefits. 
  
 4. Processing of Benefit Claim 
  
 Upon receipt of a fully completed benefit claim from a Claimant, the Benefits Administrator shall determine if the Claimant’s right to the requested
benefit, payable at the time or times and in the form requested, is clear and, if so, shall process such benefit claim without resort to the Committee. If the Benefits Administrator determines that the Claimant’s right to the requested benefit,
payable at the time or times and in the form requested, is not clear, it shall refer the benefit claim to the Committee for review and determination, which referral shall include: 
  

	 	(1)	 	All materials submitted to the Benefits Administrator by the Claimant in connection with the claim; 

  

	 	(2)	 	A written description of why the Benefits Administrator was of the view that the Claimant’s right to the benefit, payable at the time or times and in the form requested, was
not clear; 

  

	 	(3)	 	A description of all Plan provisions pertaining to the benefit claim; 

  

	 	(4)	 	Where appropriate, a summary as to whether such Plan provisions have in the past been consistently applied with respect to other similarly situated Claimants; and


  

	 	(5)	 	Such other information as may be helpful or relevant to the Committee in its consideration of the claim. 

  
 If the Claimant’s claim is referred to the Committee, the Claimant may examine any relevant document relating to his claim and may
submit written comments or other information to the Committee to supplement his benefit claim. Within thirty days of receipt from the Benefits Administrator of a benefit claim referral (or such longer period as may be necessary due to unusual
circumstances or to enable the Claimant to submit comments) but in any event not later than will permit the Committee sufficient time to fully and fairly consider the claim and make a determination within the time frame provided in Paragraph (5)
below, the Committee shall consider the referral regarding the claim of the Claimant and make a decision as to whether it is to be approved, modified or denied. If the claim is approved, the Committee shall direct the Benefits Administrator to
process the approved claim as soon as administratively practicable. 
  
 5. Notification of Adverse Benefit Determination 
  
 In any case of an Adverse Benefit Determination of a claim for a Plan benefit, the Committee shall furnish written notice to the affected Claimant within a reasonable period of time but not later than ninety days after receipt of such claim
for Plan benefits (or within 180 days if special circumstances necessitate an extension of the ninety-day period and the Claimant is informed of such extension in writing within the ninety-day period and is provided with an extension notice
consisting 







 of an explanation of the special circumstances requiring the extension of time and the date by which the benefit
determination will be rendered). Any notice that denies a benefit claim of a Claimant in whole or in part shall, in a manner calculated to be understood by the Claimant: 
  

	 	(1)	 	State the specific reason or reasons for the Adverse Benefit Determination; 

  

10. Provide specific reference to pertinent Plan provisions on which the Adverse Benefit Determination is based; 
  
 11. Describe any additional material or information necessary for the
Claimant to perfect the claim and explain why such material or information is necessary; and 
  
 12. Describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA following an
Adverse Benefit Determination on review. 
  
 6. Review of
Adverse Benefit Determination 
  
 A Claimant has the right
to have an Adverse Benefit Determination reviewed in accordance with the following claims review procedure: 
  
 13. The Claimant must submit a written request for such review to the Committee not later than 60 days following receipt by the Claimant of the Adverse
Benefit Determination notification; 
  
 14. The Claimant shall
have the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits to the Committee; 
  
 15. The Claimant shall have the right to have all comments, documents, records, and other information relating to the claim for benefits that have been
submitted by the Claimant considered on review without regard to whether such comments, documents, records or information were considered in the initial benefit determination; and 
  
 16. The Claimant shall have reasonable access to, and copies of, all documents, records, and other information relevant to
the claim for benefits free of charge upon request, including (a) documents, records or other information relied upon for the benefit determination, (b) documents, records or other information submitted, considered or generated without regard to
whether such documents, records or other information were relied upon in making the benefit determination, and (c) documents, records or other information that demonstrate compliance with the standard claims procedure. 
  
 The decision on review by the Committee will be binding and conclusive upon all persons, and
the Claimant shall neither be required nor be permitted to pursue further appeals to the Committee. 
  
 7. Notification of Benefit Determination on Review 
  
 Notice of the Committee’s final benefit determination regarding an Adverse Benefit Determination will be furnished in writing or electronically to
the Claimant after a full and fair review. Notice of an Adverse Benefit Determination upon review will: 
  

	 	(2)	 	State the specific reason or reasons for the Adverse Benefit Determination; 








 17. Provide specific reference to pertinent Plan provisions on which the Adverse Benefit Determination is
based; 
  
 18. State that the Claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits, including (a) documents, records or other information relied upon for the benefit
determination, (b) documents, records or other information submitted, considered or generated without regard to whether such documents, records or other information were relied upon in making the benefit determination, and (c) documents, records or
other information that demonstrate compliance with the standard claims procedure; and 
  
 19. Describe the Claimant’s right to bring an action under section 502(a) of ERISA. 
  
 The Committee shall notify a Claimant of its determination on review with respect to the Adverse Benefit Determination of the Claimant within a reasonable period of time
but not later than sixty days after the receipt of the Claimant’s request for review unless the Committee determines that special circumstances require an extension of time for processing the review of the Adverse Benefit Determination. If the
Committee determines that such extension of time is required, written notice of the extension (which shall indicate the special circumstances requiring the extension and the date by which the Committee expects to render the determination on review)
shall be furnished to the Claimant prior to the termination of the initial sixty-day review period. In no event shall such extension exceed a period of sixty days from the end of the initial sixty-day review period. In the event such extension is
due to a Claimant’s failure to submit necessary information, the period for making the determination on review will be tolled from the date on which the notification of the extension is sent to the Claimant until the date on which the Claimant
responds to the request for additional information. 
  
 8.
Exhaustion of Administrative Remedies 
  
 Completion of
the claims procedures described in this document will be a condition precedent to the commencement of any legal or equitable action in connection with a claim for benefits under the Plan by a Claimant or by any other person or entity claiming rights
individually or through a Claimant; provided, however, that the Committee may, in its sole discretion, waive compliance with such claims procedures as a condition precedent to any such action. 
  
 9. Payment of Benefits 
  
 If the Benefits Administrator or Committee determines that a Claimant is
entitled to a benefit hereunder, payment of such benefit will be made to such Claimant (or commence, as applicable) as soon as administratively practicable after the date the Benefits Administrator or Committee determines that such Claimant is
entitled to such benefit or on any other later date designated by and in the discretion of the Committee. 
  
 10. Authorized Representatives 
  
 An authorized representative may act on behalf of a Claimant in pursuing a benefit claim or an appeal of an Adverse Benefit Determination. An individual
or entity will only be determined to 







 be a Claimant’s authorized representative for such purposes if the Claimant has provided the Committee with a
written statement identifying such individual or entity as his authorized representative and describing the scope of the authority of such authorized representative. In the event a Claimant identifies an individual or entity as his authorized
representative in writing to the Committee but fails to describe the scope of the authority of such authorized representative, the Committee shall assume that such authorized representative has full powers to act with respect to all matters
pertaining to the Claimant’s benefit claim under the Plan or appeal of an Adverse Benefit Determination with respect to such benefit claim. 
  
 11. Amendments 
  
 These procedures have been adopted by the Committee as a part of the Plan. They may be amended by the Committee from time to time in its sole discretion.