SECOND AMENDMENT TO
BJ SERVICES COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS,BJ SERVICES COMPANY(the "Company") has heretofore adopted theBJ SERVICES COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN(the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan shall be and hereby is amended as follows, effective as of March 1, 2007:
- Section 2.1(20) of the Plan shall be deleted and the following shall be substituted therefor:
"(20)Normal Retirement. A Participant's Termination on or after the later of (i) his sixtieth birthday or (ii) the date he becomes vested pursuant to Article V."
- Article V of the Plan shall be deleted and the following shall be substituted therefor:
"ARTICLE V
Vesting
With respect to an Eligible Employee who becomes a Participant prior to January 1, 2007, the Participant's Vested Percentage shall be zero percent prior to the later of (i) his fifty-fifth birthday or (ii) the date he completes five full Years of Service, and one hundred percent on or after such date; provided, however, that in the event of the Participant's death or disability (as defined in Section 4.7) or a Change of Control, the Participant's Vested Percentage shall be one hundred percent.
With respect to an Eligible Employee who becomes a Participant after December 31, 2006, such Participant's Vested Percentage shall be zero percent prior to the later of (i) his fifty-fifth birthday or (ii) the date he completes five full years of participation in the Plan, and one hundred percent on or after such date; provided, however, that in the event of the Participant's death or disability (as defined in Section 4.7) or a Change of Control, the Participant's Vested Percentage shall be one hundred percent."
- As amended hereby, the Plan is specifically ratified and reaffirmed.
EXECUTEDthis 24th day of May, 2007.
BJ SERVICES COMPANY
By: /s/Margaret B. Shannon
Name: Margaret B. Shannon
Title: Vice President, General Counsel
3267082_1.DOC
