BJ SERVICES CO, S-8, 1995-04-14

BJ SERVICES CO
S-8, 1995-04-14
OIL & GAS FIELD SERVICES, NEC

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1995.
REGISTRATION NO. 33-____

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BJ SERVICES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 63-0084140
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
5500 NORTHWEST CENTRAL DRIVE
HOUSTON, TEXAS 77092
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

THE WESTERN COMPANY RETIREMENT SAVINGS PLAN
(AS AMENDED)
(FULL TITLE OF THE PLAN)

MARGARET BARRETT SHANNON, ESQ.
BJ SERVICES COMPANY
VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY
5500 NORTHWEST CENTRAL DRIVE
HOUSTON, TEXAS 77092
(713) 462-4239
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

--------------------

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: SALES TO THE PARTICIPANTS IN
THE PLAN OF THE SECURITIES REGISTERED HEREUNDER ARE EXPECTED TO OCCUR FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT,
SUBJECT TO THE TERMS OF THE PLAN, AS AND WHEN
PROVIDED FOR IN THE PLAN.

--------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHARES OF COMMON STOCK, $0.10 PAR VALUE(3) 60,000 $21.38 $1,282,800 $443.00
====================================================================================================================================

</TABLE>

(1) The number of the Company's Shares of Common Stock registered herein is
subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low
prices of the Company's Shares of Common Stock on the New York Stock
Exchange Composite Tape on April 10, 1995.
(3) Includes the preferred share purchase rights associated with the
Common Stock.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

================================================================================

<PAGE> 2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement on Form S-8 hereby incorporates by
reference the contents of the following documents filed by BJ Services Company
(the "Company") and The Western Company Retirement Savings Plan (the "Plan")
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"):

(a) The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, and the Plan's Annual Report on Form 11-K
for the fiscal year ended December 31, 1993;

(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1994 and Current Reports on Form 8-K dated March 7,
1995, and April 13, 1995; and

(c) The description of the Common Stock of the Company,
contained in the Registration Statement on Form 8-A (Registration No. 1-10570)
filed by the Company under the Exchange Act; the description of the Company's
preferred share purchase rights included in the Company's Registration
Statement on Form 8-A dated January 12, 1994, and the Company's Registration
Statements on Form 8-A/A dated August 26, 1994, and September 22, 1994; and the
description of the Series Two Junior Participating Preferred Stock of the
Company included in the Company's Registration Statement on Form 8-A dated
January 12, 1994, and the Company's Registration Statements on Form 8-A/A dated
August 26, 1994, and September 22, 1994.

All documents filed by the Company and by the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
a part thereof from the date of filing of the documents. Statements contained
in the foregoing documents incorporated by reference shall be deemed to be
modified or superseded hereby to the extent that statements contained in this
Prospectus, or in any subsequently filed documents that are amendments hereto
or that are incorporated herein by reference, shall modify or replace such
statements.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Certain legal matters with respect to the securities offered
hereby will be passed upon for the Company by Andrews & Kurth L.L.P.

The financial statements and related financial statement
schedules incorporated in this Registration Statement by reference from the
Company's Annual Report on Form 10-K for the year ended September 30, 1994 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

The financial statements incorporated by reference in this
Prospectus by reference to the Annual Report on Form 11-K of The Western
Company Retirement Savings Plan for the year ended December 31, 1993, have been
so incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is governed by Section 145 of the General
Corporation Law of the State of Delaware (the "DGCL") which permits a
corporation to indemnify certain persons, including officers and directors, who
are (or are threatened to be made) parties to any threatened, pending or
completed action or suit (other than an action by or in the right of the
corporation) by reason of their being directors, officers or other agents of
the corporation.

The Company's Certificate of Incorporation provides that no
director of the Company shall be held personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit. The Company's Certificate of
Incorporation also provides that if the DGCL is amended to authorize further
limitation or elimination of the personal liability of directors, then the
liability of the Company's directors shall be limited or eliminated to the full
extent permitted by the DGCL.

Section 16 of Article III of the Company's Bylaws provides as
follows: (a) The Company shall indemnify every person who is or was a party or
is or was threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Company or any
of its direct or indirect wholly owned subsidiaries or, while a director,
officer, employee or agent of the Company or any of its direct or indirect
wholly owned subsidiaries, is or was serving at the request of the Company or
any of its direct or indirect wholly owned subsidiaries, as a director,
officer, employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including counsel fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, to the full extent permitted by applicable laws provided that the
Company shall not be obligated to indemnify any such person against any such
action, suit or proceeding which is brought by such person against the Company
or any of its direct or indirect wholly owned subsidiaries or the directors of
the Company or any of its direct or indirect wholly owned subsidiaries, other
than an action brought by such person to enforce his rights to indemnification
hereunder, unless a majority of the Board of Directors of the Company shall
have previously approved the bringing of such action, suit or proceeding. The
Company shall indemnify every person who is or was a party or is or was
threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was licensed to practice law and an employee (including an employee who
is or was an officer) of the Company or any of its direct or indirect wholly
owned subsidiaries and, while acting in the course of such employment committed
or is alleged to have committed any negligent acts, errors or omissions in
rendering professional legal services at the request of the Company or pursuant
to his employment (including, without limitation, rendering written or oral
legal opinions to third parties) against expenses (including counsel fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the full
extent permitted by applicable law; provided that the Company shall not be
obligated to indemnify any such person against any action, suit or proceeding
arising out of any adjudicated criminal, dishonest or fraudulent acts, errors
or omissions of such person or any adjudicated willful, intentional or
malicious acts, errors or omissions of such person.

(b) Expenses incurred by an officer or director of the
Company or any of its direct or indirect wholly owned subsidiaries in defending
a civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company as authorized in this

II-2
<PAGE> 4
Section 16. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

(c) The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 16 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any provision of law, the
Company's Certificate of Incorporation, the Certificate of Incorporation or
Bylaws or other governing documents of any direct or indirect wholly owned
subsidiary of the Company, or any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding any of the
positions or having any of the relationships referred to in this Section 16.

ITEM 8. LIST OF EXHIBITS.

The Company will submit the Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan.

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4.1 Certificate of Designation of Series Two Junior Participating Preferred Stock of BJ Services (filed as
exhibit to BJ Services' Registration Statement on Form 8-A dated January 12, 1994, and incorporated herein
by reference).

4.2 Stockholder Rights Agreement dated as of January 12, 1994, between BJ Services and First Chicago Trust
Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement on Form 8-A
dated January 12, 1994, and incorporated herein by reference).

4.3 First Amendment to Stockholder Rights Agreement dated as of June 22, 1994, between BJ Services and First
Chicago Trust Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement
on Form 8-A/A dated August 26, 1994 and incorporated herein by reference).

4.4 Second Amendment to Stockholder Rights Agreement dated as of June 22, 1994, between BJ Services and First
Chicago Trust Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement
on Form 8-A/A dated September 22, 1994 and incorporated herein by reference).

4.5 The Western Company Retirement Savings Plan, as amended and restated effective as of January 1, 1994.

4.6 Amendment No. 1 to The Western Company Retirement Savings Plan, effective as of March 9, 1995.

4.7 Second Amendment to The Western Company Retirement Savings Plan, effective as of April 13, 1995.

4.8 Amendment and Restatement of Trust Agreement for The Western Company Retirement Savings Plan, effective as
of July 1, 1992.

4.9 First Amendment to the Amendment and Restatement of Trust Agreement, effective as of April 13, 1995.

5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered.
</TABLE>

II-3
<PAGE> 5
<TABLE>
<S> <C>
23.1 The consent of Andrews & Kurth L.L.P. to the use of their opinion in this Registration Statement is
contained in the opinion filed as Exhibit 5.1.

23.2 The Consent of Deloitte & Touche LLP to the incorporation by reference of their report with respect to the
Company.

23.3 The Consent of Price Waterhouse LLP to the incorporation by reference of their report with respect to the
Plan.

24.1 A power of attorney, pursuant to which amendments to this Registration Statement may be filed, is included
on the signature pages contained in Part II of this Registration Statement.
</TABLE>

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement:

Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 6
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

II-5
<PAGE> 7

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 14th day of April, 1995.

BJ SERVICES COMPANY
(Registrant)

By: /s/J.W. Stewart
-------------------------------------
J. W. Stewart
President and Chief Executive Officer

II-6
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

POWER OF ATTORNEY

Each person whose signature appears below appoints J. W. Stewart
and Margaret Barrett Shannon, and each of them acting alone, as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, and grants unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or would do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute and substitutes, may
lawfully do or cause to be done by virtue hereof.

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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C>
/s/ J. W. Stewart Chairman of the Board, President April 14, 1995
----------------- and Chief Executive Officer; Director
J. W. Stewart (Principal Executive Officer)

/s/ Michael McShane Vice President-Finance April 14, 1995
------------------- and Chief Financial Officer; Director
Michael McShane (Principal Financial Officer)

/s/ Matthew D. Fitzgerald Controller April 14, 1995
------------------------- (Principal Accounting Officer)
Matthew D. Fitzgerald

/s/ L. William Heiligbrodt Director April 14, 1995
--------------------------
L. William Heiligbrodt

/s/ John R. Huff Director April 14, 1995
----------------
John R. Huff

/s/ Don D. Jordan Director April 14, 1995
-----------------
Don D. Jordan

/s/ R. A. LeBlanc Director April 14, 1995
-----------------
R. A. LeBlanc

/s/ James E. McCormick Director April 14, 1 995
----------------------
James E. McCormick
</TABLE>

II-7

<PAGE> 9
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Committee appointed to administer The Western Company Retirement
Savings Plan has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 14th day of April, 1995.

THE WESTERN COMPANY
RETIREMENT SAVINGS PLAN

By: /s/ Matthew D. Fitzgerald
------------------------------------
Name: Matthew D. Fitzgerald
Member, Benefits Committee

By: /s/ Steve Wright
------------------------------------
Name: Steve Wright
Member, Benefits Committee

By: /s/ Taylor M. Whichard
------------------------------------
Name: Taylor M. Whichard
Member, Benefits Committee

By: /s/ G.R. Goodarzi
------------------------------------
Name: G.R. Goodarzi
Member, Benefits Committee

By: /s/ Thomas H. Koops
------------------------------------
Name: Thomas H. Koops
Member, Benefits Committee

By: /s/ Kenneth A. Williams
------------------------------------
Name: Kenneth A. Williams
Member, Benefits Committee

By: /s/ Margaret B. Shannon
------------------------------------
Name: Margaret B. Shannon
Member, Benefits Committee

II-8

<PAGE> 10

INDEX TO EXHIBITS
<TABLE>
<S> <C>
4.1 Certificate of Designation of Series Two Junior Participating Preferred Stock of BJ Services (filed as
exhibit to BJ Services' Registration Statement on Form 8-A dated January 12, 1994, and incorporated herein
by reference).

4.5 The Western Company Retirement Savings Plan, as amended and restated effective as of January 1, 1994.

4.6 Amendment No. 1 to The Western Company Retirement Savings Plan, effective as of March 9, 1995.

4.7 Second Amendment to The Western Company Retirement Savings Plan, effective as of April 13, 1995.

4.8 Amendment and Restatement of Trust Agreement for The Western Company Retirement Savings Plan, effective as
of July 1, 1992.

4.9 First Amendment to the Amendment and Restatement of Trust Agreement, effective as of April 13, 1995.

5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered.

23.1 The consent of Andrews & Kurth L.L.P. to the use of their opinion in this Registration Statement is
contained in the opinion filed as Exhibit 5.1.

23.2 The Consent of Deloitte & Touche LLP to the incorporation by reference of their report with respect to the
Company.

23.3 The Consent of Price Waterhouse LLP to the incorporation by reference of their report with respect to the
Plan.

24.1 A power of attorney, pursuant to which amendments to this Registration Statement may be filed, is included
on the signature pages contained in Part II of this Registration Statement.
</TABLE>

<PAGE> 1
EXHIBIT 4.5

THE WESTERN COMPANY

RETIREMENT SAVINGS PLAN

(RESTATED JANUARY 1, 1994)
<PAGE> 2

THE WESTERN COMPANY
RETIREMENT SAVINGS PLAN
(Restated January 1, 1994)

TABLE OF CONTENTS

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Page
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ARTICLE I. DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Construction . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE II. ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . 12

Section 2.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.2 Participation . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE III. CONTRIBUTIONS AND ALLOCATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 13

Section 3.1 Tax-Deferred Contributions . . . . . . . . . . . . . . . . . . 13
Section 3.2 Employer Basic Matching Contributions . . . . . . . . . . . . 14
Section 3.3 Employer Supplemental Matching Contributions . . . . . . . . . 14
Section 3.4 Employer Discretionary Contributions . . . . . . . . . . . . . 15
Section 3.5 Payment to Trustee . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.6 Return of Employer Contributions . . . . . . . . . . . . . . . 16
Section 3.7 Allocation of Contributions . . . . . . . . . . . . . . . . . 16
Section 3.8 Application and Allocation of Forfeitures . . . . . . . . . . 23
Section 3.9 Rollover Contributions . . . . . . . . . . . . . . . . . . . . 24

ARTICLE IV. VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Section 4.1 Fully Vested Accounts . . . . . . . . . . . . . . . . . . . . 24
Section 4.2 Disability or Death Vesting . . . . . . . . . . . . . . . . . 24
Section 4.3 Period of Service or Age Vesting . . . . . . . . . . . . . . . 24

ARTICLE V. TRUST FUND 25

Section 5.1 Trust and Trustee . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.2 Trust Fund Investment Options . . . . . . . . . . . . . . . . 26
Section 5.3 Voting of Company Stock . . . . . . . . . . . . . . . . . . . 26
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C> <C>
ARTICLE VI. VALUATIONS, DISTRIBUTIONS, WITHDRAWALS AND LOANS . . . . . . . . . . . . . . . 27

Section 6.1 Valuation and Adjustment of Accounts . . . . . . . . . . . . . 27
Section 6.2 Time and Form of Distribution . . . . . . . . . . . . . . . . 28
Section 6.3 Distribution of Retirement and Disability Benefits . . . . . . 28
Section 6.4 Distribution of Death Benefits . . . . . . . . . . . . . . . . 29
Section 6.5 Distribution of Separation from Employment Benefit . . . . . . 30
Section 6.6 Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 6.7 Benefits Payable to Minors and Incompetents . . . . . . . . . 34
Section 6.8 Transfer of Eligible Rollover Distribution . . . . . . . . . . 34
Section 6.9 Plan Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE VII. PLAN ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Section 7.1 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 7.2 Powers, Duties and Liabilities of the Committee . . . . . . . 37
Section 7.3 Rules, Record and Reports . . . . . . . . . . . . . . . . . . 37
Section 7.4 Administrative Expenses and Taxes . . . . . . . . . . . . . . 38
Section 7.5 Unclaimed Accounts . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE VIII. AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Section 8.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 8.2 Termination . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE IX. MISCELLANEOUS GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . 40

Section 9.1 Spendthrift Provision . . . . . . . . . . . . . . . . . . . . 40
Section 9.2 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . 40
Section 9.3 Maximum Contribution Limitation . . . . . . . . . . . . . . . 41
Section 9.4 Employment Noncontractual . . . . . . . . . . . . . . . . . . 42
Section 9.5 Limitations on Responsibility . . . . . . . . . . . . . . . . 42
Section 9.6 Merger or Consolidation . . . . . . . . . . . . . . . . . . . 43

ARTICLE X. TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Section 10.1 Top-Heavy Definitions . . . . . . . . . . . . . . . . . . . . 43
Section 10.2 Minimum Contribution Requirement . . . . . . . . . . . . . . . 45
</TABLE>

ii
<PAGE> 4

THE WESTERN COMPANY
RETIREMENT SAVINGS PLAN
(Restated January 1, 1994)

This RETIREMENT SAVINGS PLAN, a profit sharing plan made and executed
in Houston, Texas, by The Western Company of North America, a Delaware
corporation (the "Company"),

WITNESSETH THAT:

WHEREAS, effective as of January 1, 1977, the Employers established
The Western Company of North America Employee Stock Ownership Plan to provide a
means by which the employees of the participating employers could accumulate
savings and share in the earnings and growth of the employers through ownership
of The Western Company of North America common stock; and

WHEREAS, effective as of January 1, 1985, said employee stock
ownership plan was amended, renamed and restated as The Western Company
Employee Savings Plan to improve benefits and further encourage employee
savings; and

WHEREAS, effective as of July 1, 1992, The Western Company Employee
Savings Plan was renamed as The Western Company Retirement Savings Plan (the
"Plan"); and

WHEREAS, the Company now desires to continue the Plan without
interruption by amending and restating its plan document in its entirety to
update its language, make certain changes and incorporate prior amendments;

NOW, THEREFORE, in consideration of the premises and pursuant to
Section 9.1 thereof, the Plan is hereby amended and restated in its entirety to
read as follows:
<PAGE> 5
ARTICLE I.

DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions. Unless the context clearly indicates
otherwise, when used in this Plan:

(a) "Affiliated Company" means any corporation or organization,
other than an Employer, which is a member of a controlled group of corporations
(within the meaning of Section 414(b) of the Code) or an affiliated service
group (within the meaning of Section 414(m) of the Code), with respect to which
an Employer is also a member, and any other incorporated or unincorporated
trade or business which along with an Employer is under common control (within
the meaning of the regulations from time to time promulgated by the Secretary
of the Treasury pursuant to Section 414(c) of the Code); provided, however,
that for the purposes of Section 9.3 of the Plan, Section 414(b) and (c) of the
Code shall be applied as modified by Section 415(h) of the Code.

(b) "Basic Compensation" means the cash remuneration payable by an
Employer to an Employee prior to reduction for (i) any contributions made by an
Employer on behalf of such Employee pursuant to a qualified cash or deferred
arrangement (within the meaning of Section 401(k) of the Code) maintained by
such Employer, including any Tax-Deferred Contributions made to this Plan, and
(ii) any salary reduction amounts elected by such Employee for the purchase of
benefits pursuant to a cafeteria plan (within the meaning of Section 125(d) of
the Code) maintained by an Employer, but excluding shift differentials,
bonuses, overtime pay (other than pay for guaranteed hours under a Belo pay
plan or for regularly scheduled hours for extended workweek and hourly offshore
rig Employees), commissions, awards, military leave pay, living or other
allowances, deferred compensation payments and any other extraordinary
remuneration; provided, however, that

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<PAGE> 6
the Basic Compensation of an Employee taken into account under the Plan for any
Plan Year commencing after December 31, 1993, shall not exceed $150,000
(adjusted pursuant to Section 401(a) (17) (B) of the Code to take into account
any cost-of-living increase). In determining the Basic Compensation of an
Employee, the rules of Section 414(q) (6) of the Code shall apply, except that
in applying such rules, the term "family" shall include only the spouse of the
Employee and any lineal descendants of the Employee who have not attained age
19 prior to the end of the Plan Year.

(c) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor revenue code which may hereafter be adopted
in lieu thereof, and references herein to any specific provision of the Code
shall be deemed also to refer to the corresponding provision of the Code as it
may hereafter be so amended or replaced.

(d) "Committee" means the committee appointed by the Board of
Directors of the Company to administer the Plan on behalf of the Employers.

(e) "Company" means The Western Company of North America.

(f) "Company Stock" means the common stock of The Western Company
of North America.

(g) "Covered Employee" means any Employee who is covered by
(voluntarily or by law) and making contributions to the United States Social
Security System, other than an Employee who is a member of a collective
bargaining unit with which an Employer negotiates and with respect to whom no
coverage under this Plan has been provided by collective bargaining agreement.

(h) "Disability" means an incapacity for which disability benefits
are being paid under the Social Security Act as from time to time in effect.

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<PAGE> 7
(i) "Employee" means any individual employed by an Employer,
excluding any leased employee within the meaning of Section 414(n) of the Code.
In addition, for the purposes of this Plan an individual not actually employed
by an Employer shall be deemed to be an Employee if such individual is a
citizen of the United States employed by a Special Subsidiary of such Employer
and no contributions under a funded plan of deferred compensation are provided
by any person or entity with respect to the remuneration paid to that
individual by such Special Subsidiary.

(j) "Employer" shall include the Company, Western Oceanic, Inc.,
Western Oceanic Services, Inc., Western Oceanic International, Inc., Western
Services International, Inc., Western Petroleum Services International Company
and any other corporation or partnership which adopts this Plan with the
consent of the Board of Directors of the Company.

(k) "Employer Basic Matching Contribution" means a contribution
made by an Employer to this Plan pursuant to Section 3.2.

(l) "Employer Basic Matching Contribution Account" means the
account established and maintained under this Plan by the Committee to record a
Participant's interest under this Plan attributable to Employer Basic Matching
Contributions made for such Participant and any forfeitures applied pursuant to
Section 3.8 to reduce Employer Basic Matching Contributions made for such
Participant.

(m) "Employer Discretionary Contribution" means a contribution
made by an Employer to this Plan pursuant to Section 3.4.

(n) "Employer Discretionary Contribution Account" means the
account established and maintained under this Plan by the Committee to record a
Participant's interest under this Plan

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<PAGE> 8
attributable to any portion of an Employer Discretionary Contribution allocated
to such Participant pursuant to Section 3.4.

(o) "Employer Supplemental Matching Contribution" means a
contribution made by an Employer to this Plan pursuant to Section 3.3.

(p) "Employer Supplemental Matching Contribution Account" means
the account established and maintained under this Plan by the Committee to
record a Participant's interest under this Plan attributable to any portion of
an Employer Supplemental Matching Contribution allocated to such Participant
and any forfeitures applied pursuant to Section 3.8 to reduce any portion of an
Employer Supplemental Matching Contribution allocated to such Participant.

(q) "Employment Commencement Date" means the date an Employee
first performs an Hour of Service; provided, however, that the Employment
Commencement Date for an Employee who incurs a 1-Year Period of Severance prior
to completing one year of Service shall be the date he or she first performs an
Hour of Service following such 1-Year Period of Severance.

(r) "Highly Compensated Employee" means for a Plan Year any
Employee who:

(1) during such Plan Year or the preceding Plan Year was
at any time a 5-percent owner (within the meaning of Section 416(i)
(1) of the Code) of an Employer or Affiliated Company;

(2) during the preceding Plan Year received Testing
Compensation greater than $75,000 (adjusted pursuant to Section 414(q)
(1) of the Code to take into account any cost-of-living increase);

(3) during the preceding Plan Year received Testing
Compensation greater than $50,000 (adjusted pursuant to Section
414(q)(1) of the Code to take into account any cost-

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<PAGE> 9
of-living increase) and is in the group consisting of the top 20%
(when ranked on the basis of Testing Compensation received during the
preceding Plan Year) of all Employees, except those excluded pursuant
to Section 414(q) (8) of the Code;

(4) during the preceding Plan Year, subject to the
requirements of Section 414 (q) (5) of the Code, was at any time an
officer of an Employer or Affiliated Company and received Testing
Compensation greater than 50% of the amount in effect under Section
415(b) (1) (A) of the Code for the preceding Plan Year; or

(5) is one of the 100 Employees who received the greatest
Testing Compensation during such Plan Year and is described in
paragraph (2), (3) or (4) above if such paragraph is applied by
substituting such Plan Year for the preceding Plan Year.

Solely for purposes of this definition, (i) an employee of an Affiliated
Company shall be deemed to be an Employee, (ii) compensation received from an
Affiliated Company shall be deemed to be Testing Compensation, and (iii) if for
a Plan Year any Employee is a member of the family (meaning the spouse and
lineal ascendants or descendants and the spouses of such lineal ascendants or
descendants) of a Highly Compensated Employee who is either a 5-percent owner
(as described in paragraph (1) above) or in the group consisting of the 10
Highly Compensated Employees who received the greatest Testing Compensation
during such Plan Year, then for such Plan Year such Employee shall not be
considered a separate Employee and the Testing Compensation received by such
Employee shall be treated as if it were received by such Highly Compensated
Employee.

(s) "Hour of Service" means an hour for which an Employee is
directly or indirectly compensated or entitled to compensation (including back
pay, regardless of mitigation of damages) by an Employer for the performance of
duties for an Employer or for reasons (such as vacation,

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<PAGE> 10
sickness or disability) other than the performance of duties for an Employer.
In addition, an Employee will be credited with eight Hours of Service per
normal work day for any customary work period during which such Employee is on
leave of absence authorized by his Employer. Leaves of absence shall be granted
by an Employer to its Employees on a uniform, nondiscriminatory basis. An
Employee's Hours of Service shall be credited to the appropriate period
determined in accordance with Section 2530.200b-2(b) and (c) of the Department
of Labor regulations, which are incorporated herein by this reference. In
determining Hours of Service for the purposes of this Plan, periods of
employment by an Employer shall be deemed to include the following: (i) periods
of employment by an Affiliated Company, (ii) periods of employment as a leased
employee (within the meaning of Section 414(n) of the Code) of an Employer or
Affiliated Company, and (iii) for an Employee transferred from employment with
Coiltech, Inc., Unichem International, Inc. or the Enchem Division of Betz
Energy Chemicals, Inc. to employment with the Company in connection with the
acquisition by the Company of the assets or stock of such prior employer,
periods of employment by such prior employer.

(t) "Investment Fund" means any fund authorized by the Committee
for the investment of Trust assets pursuant to Section 5.2.

(u) "Limitation Compensation" means wages within the meaning of
Section 3401(a) of the Code and all other payments of remuneration to an
Employee by an Employer (in the course of the Employer's trade or business) for
which the Employer is required to furnish the Employee a written statement
under Sections 6041(d), 6051(a) (3) and 6052 of the Code, but determined
without regard to any limits on the remuneration included in wages based on the
nature or location of the employment or the services performed (such as the
exception for agricultural labor in

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<PAGE> 11
Section 3401(a)(2) of the Code); provided, however, that for purposes of
Section 10.2, the Limitation Compensation of an Employee taken into account
under the Plan for any Plan Year commencing after December 31, 1993, shall not
exceed $150,000 (adjusted pursuant to Section 401(a)(17)(B) of the Code to take
into account any cost-of-living increase).

(v) "1-Year Period of Severance" means a 12 consecutive month
Period of Severance.

(w) "Original Employer Match Account" means the account
established and maintained under this Plan by the Committee to record a
Participant's interest under this Plan attributable to contributions made by
the Employers for such Participant under the Superseded Plan and any
forfeitures allocated to such Participant under the Superseded Plan.

(x) "Participant" means any Employee who has become a Participant
in this Plan in accordance with Section 2.2 (or for purposes of Section 3.4,
any Employee who has satisfied the eligibility requirements of Section 2.1) and
whose Vested Interest has not been fully distributed.

(y) "Participant After-Tax Contribution Account" means the account
established and maintained under this Plan by the Committee to record a
Participant's interest under this Plan attributable to amounts credited to his
or her Participant After-Tax Contribution Account under the Superseded Plan as
in effect on December 31, 1993.

(z) "Participant Rollover Contribution Account" means the account
established and maintained under this Plan by the Committee to record a Covered
Employee's interest under this Plan attributable to Rollover Contributions made
by such Covered Employee to this Plan and amounts credited to his or her
Participant Rollover Contribution Account under the Superseded Plan as in
effect on December 31, 1993.

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<PAGE> 12
(aa) "Participant Tax-Deferred Contribution Account" means the
account established and maintained under this Plan by the Committee to record a
Participant's interest under this Plan attributable to Tax-Deferred
Contributions made on behalf of such Participant and amounts credited to his or
her Participant Tax-Deferred Contribution Account under the Superseded Plan as
in effect on December 31, 1993.

(bb) "Period of Severance" means a period of time commencing on an
Employee's Severance from Service Date and ending on the date the Employee
again performs an Hour of Service.

(cc) "Plan" means this The Western Company Retirement Savings Plan,
as amended and restated effective as of January 1, 1994, and as from time to
time in effect thereafter.

(dd) "Plan Year" means the calendar year.

(ee) "Retirement" means the actual retirement of a Participant on
or after his or her Retirement Date.

(ff) "Retirement Date" means the earlier of the day a Participant
attains the age of 65 years or the day as of which he or she has both attained
the age of 55 years and completed 10 years of Service.

(gg) "Rollover Property" means property the value of which would be
excluded from the gross income of the transferor under Section 402(c),
403(a)(4) or 408(d)(3) of the Code if transferred to the Plan.

(hh) "Service" means the time period commencing with an Employee's
Employment Commencement Date and ending on his or her most recent Severance
from Service Date which begins a Period of Severance resulting in a 1-Year
Period of Severance. An Employee who incurs

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<PAGE> 13
a Severance from Service Date will not lose credit for Service prior to such
Date unless the number of his or her consecutive 1-Year Periods of Severance
equals or exceeds the greater of five and the number of his or her years of
Service prior to such Severance from Service Date.

(ii) "Severance from Service Date" means the earlier of (1) the
date an Employee quits, retires, dies or is discharged, or (2) the first
anniversary of the date on which an Employee became absent from Service with an
Employer for any reason other than quit, retirement, death or discharge. In
Plan Years commencing after December 31, 1984, for purposes of determining
whether an Employee has incurred a Period of Severance, the Severance from
Service Date of an Employee who is absent from work for a period of 12 months
or more due to the pregnancy of the Employee, the birth of a child of the
Employee, the placement of a child with the Employee in connection with the
adoption of such child by such Employee or caring for such child for a period
beginning immediately following such birth or placement shall be the second
anniversary of the first date of such absence. The period between the first
and second anniversaries of the first date of such absence shall be considered
neither Service nor a Period of Severance.

(jj) "Special Subsidiary" means a domestic subsidiary (as defined
in Section 407(a)(2) of the Code) or a foreign affiliate (as defined in Section
3121(l)(6) of the Code) of an Employer; provided, however, that this definition
shall have no application to any such foreign affiliate unless its parent
Employer has entered into an agreement with the Secretary of the Treasury or
his delegate under Section 3121(l) of the Code which applies to said foreign
affiliate.

(kk) "Superseded Plan" means The Western Company Employees Savings
Plan as from time to time in effect prior to January 1, 1994.

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<PAGE> 14
(ll) "Tax-Deferred Contribution" means a contribution made by an
Employer to this Plan on behalf of a Participant pursuant to Section 3.1.

(mm) "Testing Compensation" the sum of (i) the Limitation
Compensation paid by an Employer to an Employee, (ii) any contributions made by
an Employer on behalf of such Employee pursuant to a qualified cash or deferred
arrangement (within the meaning of Section 401(k) of the Code) maintained by
such Employer, including any Tax-Deferred Contributions made to this Plan, and
(iii) any salary reduction amounts elected by such Employee for the purchase of
benefits pursuant to a cafeteria plan (within the meaning of Section 125(d) of
the Code) maintained by an Employer; provided, however, that except for
purposes of determining whether an Employee is a Highly Compensated Employee or
a Key Employee (within the meaning of Section 10.1(c)), the Testing
Compensation of an Employee taken into account under the Plan for any Plan Year
commencing after December 31, 1993, shall not exceed $150,000 (adjusted
pursuant to Section 401(a)(17)(B) of the Code to take into account any
cost-of-living increase).

(nn) "Trust" means the trust fund established pursuant to Section
5.1.

(oo) "Trustee" means UNITED STATES TRUST COMPANY OF NEW YORK and
any successor trustee from time to time appointed and acting as trustee of the
Trust established pursuant to the Plan.

(pp) The "Vested Interest" of a Participant means the sum of the
values of the Participant Tax-Deferred Contribution Account, Participant
After-Tax Contribution Account, Participant Rollover Contribution Account and
Original Employer Match Account of such Participant and the nonforfeitable
benefits in the Employer Basic Matching Contribution Account, Employer

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<PAGE> 15
Supplemental Matching Contribution Account and Employer Discretionary
Contribution Account of such Participant at the particular point in time in
question.

Section 1.2 Construction. The titles to the Articles and the
headings of the Sections in this Plan are placed herein for convenience of
reference only and in case of any conflict the text of this instrument, rather
than such titles or headings, shall control. Whenever a noun or pronoun is
used in this Plan in plural form and there be only one person or entity within
the scope of the word so used, or in singular form and there be more than one
person or entity within the scope of the word so used, such noun or pronoun
shall have a plural or singular meaning as appropriate under the circumstance.

ARTICLE II.

ELIGIBILITY AND PARTICIPATION

Section 2.1 Eligibility. Each Covered Employee eligible to
participate in the Superseded Plan on December 31, 1993, shall be eligible to
participate in this Plan as of January 1, 1994. Each other Covered Employee
shall be eligible to participate in this Plan on the first day of any calendar
month coinciding with or following the completion of one year of Service,
provided such person is a Covered Employee on such date. If he or she is not a
Covered Employee on such date but is subsequently reemployed as a Covered
Employee, then such person shall be eligible to participate in this Plan as of
the date of such reemployment. If a Participant ceases to be a Covered
Employee, such Participant shall remain a Participant under this Plan but no
contributions shall be made to the Plan on his or her behalf while he or she is
not a Covered Employee.

Section 2.2 Participation. Each Covered Employee who meets the
eligibility requirements of Section 2.1 may elect, on a form prescribed by the
Committee, to participate in this Plan on the

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<PAGE> 16
first day of any calendar month coinciding with or following the filing of such
election. Any Participant who ceases to be a Covered Employee shall thereupon
cease to participate in the Plan; provided, however, that if any such
Participant is thereafter reemployed as a Covered Employee, he or she shall be
eligible to elect to resume participating in the Plan as of the date of such
reemployment.

ARTICLE III.

CONTRIBUTIONS AND ALLOCATIONS

Section 3.1 Tax-Deferred Contributions. Each Participant may elect
to have his or her Employer make a Tax-Deferred Contribution to the Plan for
each pay period in an amount equal to any whole percentage of his or her Basic
Compensation that is at least 1% but not more than 15% of his or her Basic
Compensation for that pay period. All such contributions shall be made by
uniform payroll deductions pursuant to a Basic Compensation reduction agreement
which authorizes the Employer to pay such contributions to the Trustee on
behalf of the Participant. A Participant may change the applicable percentage
of such payroll deductions or suspend making contributions to the Plan as of
any payday, provided that written notice of such change or suspension is
delivered to his or her Employer at least 30 days prior to the effective date
thereof. Any provision of this Plan to the contrary notwithstanding, the
amount of Tax-Deferred Contributions made to the Plan pursuant to this Section
on behalf of the Participant shall not exceed $7,000 (adjusted pursuant to
Section 402(g) of the Code to take into account any cost-of-living increase)
for any calendar year. An Employer may amend or revoke any Participant's Basic
Compensation reduction agreement at any time during a Plan

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<PAGE> 17
Year if such amendment or revocation is deemed by such Employer to be necessary
or appropriate to ensure that the requirements of Section 3.7 or 9.3 are met
for such year.

Section 3.2 Employer Basic Matching Contributions. For each pay
period beginning after February 28, 1994, the Employers shall contribute to the
Plan for each Participant an amount which, when added to any forfeiture amount
being credited to such Participant for that pay period, will equal 25% of so
much of the aggregate Tax-Deferred Contributions made to the Plan on behalf of
such Participant for that pay period as does not exceed 6% of such
Participant's Basic Compensation for that pay period. The Employer Basic
Matching Contribution made by the Employers shall be made in cash or in kind
(including in the form of Company Stock), or in any combination thereof, at the
discretion of the Board of Directors of the Company. The number of shares of
Company Stock to be contributed as all or a portion of an Employer Basic
Matching Contribution shall be determined on the basis of the average of the
closing prices of Company Stock as reported on the New York Stock Exchange for
the last five trading days of the month in which ends the pay period for which
such contribution is being made.

Section 3.3 Employer Supplemental Matching Contributions. For each
Plan Year the Employers may make a contribution designated as an Employer
Supplemental Matching Contribution to the Plan in an amount to be determined by
the Board of Directors of the Company, which amount, when added to the
aggregate Employer Basic Matching Contributions made by the Employers for such
year, shall not exceed the amount allowable to the Employers as a deduction for
such year under the provisions of Section 404 of the Code. Any Employer
Supplemental Matching Contribution may be made in cash or in kind (including in
the form of Company Stock), or any combination thereof, at the discretion of
the Board of Directors of the Company. Any Employer Supplemental Matching

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Contribution made by an Employer for a Plan Year shall be allocated among and
credited to the Employer Supplemental Matching Contribution Accounts of those
Participants who were in the employ of an Employer on the last day of such year
as a uniform percentage of the aggregate Employer Basic Matching Contributions
made to the Plan for each such Participant for such year.

Section 3.4 Employer Discretionary Contributions. For each Plan Year
the Employers may make a contribution designated as an Employer Discretionary
Contribution to the Plan in an amount to be determined by the Board of
Directors of the Company, which amount, when added to the aggregate Employer
Basic Matching Contributions and any Employer Supplemental Matching
Contribution made by the Employers for such year, shall not exceed the amount
allowable to the Employers as a deduction for such year under the provisions of
Section 404 of the Code. Any Employer Discretionary Contribution may be made
in cash or in kind (including in the form of Company Stock), or any combination
thereof, at the discretion of the Board of Directors of the Company. Any
Employer Discretionary Contribution made by an Employer for a Plan Year shall
be allocated among and credited to the Employer Discretionary Contribution
Accounts of those Participants who were in the employ of an Employer on the
last day of such year in the proportion that the Basic Compensation of each
such Participant while a Participant during such year bears to the Basic
Compensation of all such Participants while Participants during such year.

Section 3.5 Payment to Trustee. The Tax-Deferred Contributions made
to the Plan by an Employer for a pay period shall be paid to the Trustee as
soon as practicable following such pay period. The Employer Basic Matching
Contributions made to the Plan by an Employer for a pay period shall be paid to
the Trustee as soon as practicable, but in no event later than 30 days after
the end of the month in which such pay period ends. Any Employer Supplemental
Matching Contribution

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and any Employer Discretionary Contribution made to the Plan by an Employer for
a Plan Year shall be paid to the Trustee no later than the time prescribed by
law, including extensions thereof, for the filing of the Employer's federal
income tax return for such year.

Section 3.6 Return of Employer Contributions. Contributions made to
this Plan are conditioned upon being currently deductible under Section 404 of
the Code. Any provision of this Plan to the contrary notwithstanding, upon an
Employer's request, any such contribution or portion thereof made to this Plan
by such Employer which (i) was made under a mistake of fact which is
subsequently discovered, or (ii) is disallowed as a deduction under Section 404
of the Code, shall be returned to such Employer to the extent not previously
distributed to Participants or their beneficiaries; provided, however, that the
amounts returnable to an Employer pursuant to this Section shall be reduced by
any Trust losses allocable thereto and shall be returned to such Employer only
if such return is made within one year after the mistaken payment of the
contribution or the date of the disallowance of the deduction, as the case may
be. Except as provided in this Section, no contribution made by an Employer
pursuant to this Plan shall ever revert to or be recoverable by any Employer.

Section 3.7 Allocation of Contributions.

(a) The Committee shall establish and maintain a Participant
Tax-Deferred Account, a Participant After-Tax Contribution Account, an Original
Employer Match Account, an Employer Basic Matching Contribution Account, an
Employer Supplemental Matching Contribution Account and an Employer
Discretionary Contribution Account for each Participant. All amounts
attributable to tax-deferred contributions made by an Employer on behalf of a
Participant pursuant to the Superseded Plan and Tax-Deferred Contributions made
by an Employer on behalf of such Participant

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<PAGE> 20
to this Plan shall be credited to his or her Participant Tax-Deferred
Contribution Account. All amounts attributable to after-tax contributions made
by a Participant to the Superseded Plan shall be credited to his or her
Participant After-Tax Contribution Account. All amounts attributable to
contributions made by an Employer to the Superseded Plan for a Participant
shall be credited to his or her Original Employer Match Account. All amounts
attributable to Employer Basic Matching Contributions to the Plan for a
Participant, together with any forfeitures applied pursuant to Section 3.8 to
reduce an Employer Basic Matching Contribution which would otherwise have been
made for such Participant, shall be credited to such Participant's Employer
Basic Matching Contribution Account. All amounts attributable to after-tax
contributions made by a Participant to the Superseded Plan shall be credited to
his or her Participant After-Tax Contribution Account. All amounts
attributable to contributions made by an Employer to the Superseded Plan for a
Participant shall be credited to his or her Original Employer Match Account.
All amounts attributable to Employer Basic Matching Contributions to the Plan
for a Participant, together with any forfeitures applied pursuant to Section
3.8 to reduce an Employer Basic Matching Contribution which would otherwise
have been made for such Participant, shall be credited to such Participant's
Employer Basic Matching Contribution Account. All amounts attributable to any
portion of an Employer Supplemental Matching Contribution made to the Plan and
allocated to a Participant, together with any forfeitures applied pursuant to
Section 3.8 to reduce the portion of an Employer Supplemental Matching
Contribution which would otherwise have been allocated to such Participant,
shall be credited to such Participant's Employer Supplemental Matching
Contribution Account. All amounts attributable to any portion of an Employer
Discretionary Contribution made to the Plan and allocated to a Participant
shall be credited to such Participant's Employer Discretionary Contribution
Account.

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(b) Any provision of this Plan to the contrary notwithstanding, if
for any Plan Year the actual deferral percentage for the group of Highly
Compensated Employees eligible to elect to have Tax-Deferred Contributions made
during such Plan Year fails to satisfy one of the following tests:

(1) the actual deferral percentage for said group of
Highly Compensated Employees is not more than the actual deferral
percentage for all other Employees eligible to elect to have
Tax-Deferred Contributions made during such Plan Year multiplied by
1.25, or

(2) the excess of the actual deferral percentage for said
group of Highly Compensated Employees over the actual deferral
percentage for all other Employees eligible to elect to have
Tax-Deferred Contributions made during such Plan Year is not more than
two percentage points and the actual deferral percentage for said
group of Highly Compensated Employees is not more than the actual
deferral percentage for all other Employees eligible to elect to have
Tax-Deferred Contributions made during such Plan Year multiplied by
two,

then the actual deferral percentage of Participants who are members of said
group of Highly Compensated Employees shall be reduced by reducing the
Tax-Deferred Contributions made for such Plan Year on behalf of the Highly
Compensated Employees with the largest individual actual deferral percentages
to the largest uniform actual deferral percentage (commencing with the Highly
Compensated Employee with the largest actual deferral percentage and reducing
his or her actual deferral percentage to the extent necessary to satisfy one of
the above tests or to lower such actual deferral percentage to the actual
deferral percentage of the Highly Compensated Employee with the next highest
actual deferral percentage, and repeating this process as necessary) that
permits the actual deferral percentage for said group of Highly Compensated
Employees to satisfy one of said

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tests. For purposes of this Section, the term "actual deferral percentage" for
a specified group of Employees for a Plan Year means the average of the ratios
(calculated separately for each Employee in such group) of (i) the amount of
Tax-Deferred Contributions made on behalf of such Employee for that year, to
(ii) the amount of such Employee's Testing Compensation while eligible to have
Tax-Deferred Contributions made during that year. Any portion of a
Tax-Deferred Contribution made by an Employer on behalf of a Participant which
cannot be credited to the Participant Tax-Deferred Account of such Participant
for a Plan Year because of the limitation contained in this subsection shall be
distributed to such Participant (along with any income allocable thereto)
within 2 1/2 months after the end of such year. If for a Plan Year the Testing
Compensation received by an Employee eligible to elect to have Tax-Deferred
Contributions made during such Plan Year is treated pursuant to Section 1.1(r)
as Testing Compensation received by a Highly Compensated Employee eligible to
elect to have Tax-Deferred Contributions made during such Plan Year, then this
subsection shall be applied to such Employees for such Plan Year in accordance
with regulations under Section 401(k) of the Code.

(c) Any provision of this Plan to the contrary notwithstanding, if
for any Plan Year the contribution percentage for the group of Highly
Compensated Employees eligible to receive an allocation of Employer Basic
Matching Contributions for such Plan Year fails to satisfy one of the following
tests:

(1) the contribution percentage for said group of Highly
Compensated Employees is not more than the contribution percentage for
all other Employees eligible to receive an allocation of Employer
Basic Matching Contributions for such Plan Year multiplied by 1.25, or

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(2) the excess of the contribution percentage for said
group of Highly Compensated Employees over the contribution percentage
for all other Employees eligible to receive an allocation of Employer
Basic Matching Contributions for such Plan Year is not more than two
percentage points and the contribution percentage for said group of
Highly Compensated Employees is not more than the contribution
percentage for all other Employees eligible to receive an allocation
of Employer Basic Matching Contributions to the Plan for such Plan
Year multiplied by two,

then the contribution percentage for Participants who are members of said group
of Highly Compensated Employees shall be reduced by reducing the Employer Basic
Matching Contributions and/or Employer Supplemental Matching Contribution made
for such Plan Year for the Highly Compensated Employees with the largest
individual contribution percentages to the largest uniform contribution
percentage (commencing with the Highly Compensated Employee with the largest
contribution percentage and reducing his or her contribution percentage to the
extent necessary to satisfy one of the above tests or to lower such
contribution percentage to the contribution percentage of the Highly
Compensated Employee with the next highest contribution percentage, and
repeating this process as necessary) that permits the contribution percentage
for said group of Highly Compensated Employees to satisfy one of said tests.
For purposes of this Section, the term "contribution percentage" for a
specified group of Employees for a Plan Year means the average of the ratios
(calculated separately for each Employee in such group) of (i) the amount of
Employer Basic Matching Contributions made for such Employee for that year and
any Employer Supplemental Matching Contribution allocated to such Employee for
that year, to (ii) the amount of such Employee's Testing Compensation while
eligible to have Tax-Deferred Contributions made during

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<PAGE> 24
that year. Any Employer Basic Matching Contributions and/or Employer
Supplemental Matching Contribution made for a Participant which cannot be
credited to the Accounts of such Participant for a Plan Year because of the
limitation contained in this subsection (along with any income allocable
thereto) shall be forfeited if forfeitable, but if not forfeitable, distributed
to such Participant within 2 1/2 months after the end of such year. If for a
Plan Year the Testing Compensation received by an Employee eligible to receive
an allocation of Employer Basic Matching Contributions for such Plan Year is
treated pursuant to Section 1.1(r) as Testing Compensation received by a Highly
Compensated Employee eligible to receive an allocation of Employer Basic
Matching Contributions for such Plan Year, then this subsection shall be
applied to such Employees for such Plan Year in accordance with regulations
under Section 401(m) of the Code.

(d) Any provision of this Plan to the contrary notwithstanding, in
addition to the above limitations of this Section, the sum of the actual
deferral percentage and the contribution percentage for the group of Highly
Compensated Employees as determined pursuant to and after application of
subsections (b) and (c) of this Section shall not exceed the "aggregate limit."
The "aggregate limit" shall be equal to the greater of:

(1) the sum of: (i) 1.25 times the greater of the
relevant actual deferral percentage or the relevant contribution
percentage, and (ii) two percentage points plus the lesser of the
relevant actual deferral percentage or the relevant contribution
percentage, provided that the amount in this clause (ii) shall not
exceed twice the lesser of the relevant actual deferral percentage or
the relevant contribution percentage; or

(2) the sum of: (i) 1.25 times the lesser of the relevant
actual deferral percentage or the relevant contribution percentage,
and (ii) two percentage points plus the greater of the

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<PAGE> 25
relevant actual deferral percentage or the relevant contribution
percentage, provided that the amount in this clause (ii) shall not
exceed twice the greater of the relevant actual deferral percentage or
the relevant contribution percentage.

The "relevant actual deferral percentage" means the actual deferral percentage
determined pursuant to subsection (b) of this Section for the group of
Employees who are not Highly Compensated Employees. The "relevant contribution
percentage" means the contribution percentage determined pursuant to subsection
(c) of this Section for the group of Employees who are not Highly Compensated
Employees. In the event that the aggregate limit is exceeded in any year, then
the actual deferral percentage and/or contribution percentage for Participants
who are members of the group of Highly Compensated Employees shall be reduced
by reducing first the Tax-Deferred Contributions and then the Employer Basic
Matching Contributions and/or Employer Supplemental Matching Contribution made
for such Plan Year for or on behalf of the Highly Compensated Employees with
the largest individual actual deferral percentages and/or contribution
percentages to the largest uniform actual deferral percentage and/or
contribution percentage (commencing with the Highly Compensated Employee with
the largest actual deferral percentage and/or contribution percentage and
reducing his or her actual deferral percentage and/or contribution percentage
to the extent necessary to satisfy the above restrictions or to lower such
actual deferral percentage and/or contribution percentage to the actual
deferral percentage and/or contribution percentage of the Highly Compensated
Employee with the next highest actual deferral percentage and/or contribution
percentage, and repeating this process as necessary) that permits the sum of
the actual deferral percentage and contribution percentage for said group of
Highly Compensated Employees to satisfy the above restrictions. Any portion of
a Tax-Deferred Contribution made on behalf of a Participant

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<PAGE> 26
which cannot be credited to the Participant Tax-Deferred Contribution Account
of such Participant for a Plan Year because of the limitation contained in this
subsection (along with any income allocable thereto) shall be distributed to
such Participant within 2 1/2 months after the end of such year. Any Employer
Basic Matching Contributions and/or Employer Supplemental Matching Contribution
made for a Participant which cannot be credited to the Accounts of such
Participant for a Plan Year because of the limitation contained in this
subsection (along with any income allocable thereto) shall be forfeited if
forfeitable, but if not forfeitable, distributed to such Participant within 2
1/2 months after the end of such year. If for a Plan Year the Testing
Compensation received by an Employee eligible to elect to have Tax-Deferred
Contributions made during such Plan Year is treated pursuant to Section 1.1(r)
as Testing Compensation received by a Highly Compensated Employee eligible to
elect to have Tax-Deferred Contributions made during such Plan Year, then this
subsection shall be applied to such Employees for such Plan Year in accordance
with regulations under Section 401(k) and (m) of the Code.

Section 3.8 Application and Allocation of Forfeitures. All amounts
forfeited from time to time during a Plan Year shall first be applied to
restore any forfeited Employer Basic Matching Contribution Account, Employer
Supplemental Matching Contribution Account or Employer Discretionary
Contribution Account with respect to which a repayment has been made pursuant
to Section 6.5(b) or 7.5, and any forfeitures during a calendar quarter in
excess of the amount needed to restore any such Account shall be applied to
reduce the amount of the earliest contributions an Employer would otherwise be
required to make to the Plan pursuant to Section 3.2 or 3.3 after the end of
such quarter.

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<PAGE> 27
Section 3.9 Rollover Contributions. With the consent of the
Committee, any Covered Employee (regardless of whether he or she is a
Participant) may contribute Rollover Property in the form of cash to the Plan.
Such property shall become part of the Trust's general assets. Each
contribution of Rollover Property shall be credited to a separate Participant
Rollover Contribution Account to be established and maintained for the benefit
of the contributing Employee. An Employee who is not a Participant, but for
whom a Participant Rollover Contribution Account is being maintained, shall be
accorded all of the rights and privileges of a Participant under the Plan
except that no contributions (other than contributions of Rollover Property)
shall be made for or on behalf of such Employee until he or she meets the
eligibility and participation requirements of Article II.

ARTICLE IV.

VESTING

Section 4.1 Fully Vested Accounts. The amounts credited to the
Participant Tax-Deferred Contribution Account, Participant After-Tax
Contribution Account, Participant Rollover Contribution and Original Employer
Match Account of a Participant shall be fully vested at all times.

Section 4.2 Disability or Death Vesting. In the event of the
occurrence of a Participant's Disability or death while in the employ of (or on
authorized leave of absence from) an Employer or Affiliated Company, the
amounts credited to the Participant's Employer Basic Matching Contribution
Account, Employer Supplemental Matching Contribution Account and Employer
Discretionary Contribution Account shall be fully vested.

Section 4.3 Period of Service or Age Vesting. Unless sooner vested
pursuant to Section 4.2, the amounts credited to the Employer Basic Matching
Contribution Account, Employer Supplemental

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<PAGE> 28
Matching Contribution Account and Employer Discretionary Contribution Account
of a Participant shall vest in accordance with the following schedule:

<TABLE>
<CAPTION>
Period of Service
Completed by Participant Percentage Vested
------------------------ -----------------
<S> <C>
Less than 1 year None
1 year 20%
2 years 40%
3 years 60%
4 years 80%
5 or more years 100%
</TABLE>

Subject to Section 6.5(b), if any portion of a Participant's Employer Basic
Matching Contribution Account, Employer Supplemental Matching Contribution
Account and/or Employer Discretionary Contribution Account is not vested, such
portion shall be forfeited upon the date such Participant incurs five
consecutive One Year Breaks in Service. The foregoing provisions of this
Section to the contrary notwithstanding, the amounts credited to the Employer
Basic Matching Contribution Account, Employer Supplemental Matching
Contribution Account and Employer Discretionary Contribution Account of a
Participant who is credited with an Hour of Service on or after the date he or
she attains age 65 shall be fully vested.

ARTICLE V.

TRUST FUND

Section 5.1 Trust and Trustee. All of the property contributed to
the Superseded Plan and to this Plan, together with the income therefrom and
the increments thereof, shall be held in trust by the Trustee under the terms
and the provisions of the separate trust agreement between the Employers and
the Trustee, a copy of which is attached hereto and incorporated herein by this

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<PAGE> 29
reference for all purposes, establishing a trust fund known as THE WESTERN
COMPANY RETIREMENT SAVINGS TRUST (the "Trust") for the exclusive benefit of the
Participants and their beneficiaries in accordance with this Plan.

Section 5.2 Trust Fund Investment Options. For investment purposes,
the assets of the Trust shall be divided into a Company Stock Fund invested
primarily in Company Stock and such number and kind of separate and distinct
Investment Funds as the Committee shall determine in its absolute discretion.
The Trust assets allocated to a particular Investment Fund shall be invested by
the Trustee and/or one or more investment managers duly appointed in accordance
with the provisions of the Trust, as the case may be, in such type of property,
whether real, personal or mixed, as the Trustee is directed to acquire and hold
for such Investment Fund. The Committee shall adopt rules and procedures for
periodically notifying each Participant as to the existence and nature of each
such Investment Fund. Upon becoming a Participant in this Plan, each
Participant shall direct, on a form prescribed by and filed with the Committee,
that the contributions made for or on behalf of or allocated to such
Participant shall be invested, in percentage multiples authorized by the
Committee, in the Company Stock Fund or one or more of the Investment Funds
authorized by the Committee. A Participant may change his or her investment
direction with respect to future contributions and/or redirect the investment
of the amounts credited to his or her Accounts at such times and in such manner
as the Committee shall prescribe.

Section 5.3 Voting of Company Stock. All Company Stock held in the
Trust shall be voted by the Trustee at the direction of the Committee.

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ARTICLE VI.

VALUATIONS, DISTRIBUTIONS, WITHDRAWALS AND LOANS

Section 6.1 Valuation and Adjustment of Accounts. All contributions
made to the Plan shall be credited to the appropriate Accounts when paid to the
Trustee. All cash dividends, stock dividends and stock splits received by the
Trustee with respect to Company Stock previously credited to a particular
Account shall be credited to that particular Account upon receipt by the
Trustee. At the end of each month the portion of each Account to be invested
in Company Stock shall be credited with its proportionate share of the Company
Stock (including fractional shares) purchased for the Trust during that month
and charged with its proportionate share of the average cost of such Company
Stock. The Trustee shall not be required to allocate and designate particular
certificates for Company Stock to the respective Accounts, but shall hold the
certificates for all Company Stock in trust for the Accounts in proportion to
their respective interests. At the end of the month (and at such other times
as the Committee shall direct), the Trustee shall also determine the fair
market value of all assets of the Trust other than Company Stock, with the
value of the assets of each Investment Fund being separately determined. On
the basis of such valuations, and in accordance with such procedures as may be
specified by the Committee, the portion of each Account (including any
forfeiture account maintained for purposes of Section 3.8 and any suspense
account maintained for purposes of Section 9.3) invested in a particular
Investment Fund shall be adjusted by the Committee to reflect its proportionate
share of the income collected and accrued, realized and unrealized profits and
losses, expenses and all other transactions affecting that particular
Investment Fund for the valuation period then ended. In order to facilitate
distributions under the Plan, the Committee in its discretion may direct the
Trustee at any time to purchase from or sell to any Account or Accounts,

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at a price equal to the average cost of Company Stock purchased for the Trust
during the month then ended, such Company Stock or fractional shares thereof as
may be necessary to make distributions or directed investment changes.
Distributions and withdrawals from the Trust and changes in investment
direction shall normally be made on the basis of the most recent valuation.

Section 6.2 Time and Form of Distribution. Distribution to a
Participant or beneficiary under the Plan shall be made or commence being made,
as the case may be, as soon as practicable after the event giving rise to
distribution but in no event later than 60 days after the end of the Plan Year
during which such Participant or beneficiary becomes entitled to distribution.
The portion of the Participant's Vested Interest which is invested in Company
Stock shall be distributed either in the form of Company Stock (with cash in
lieu of fractional shares at the discretion of the Committee) and any remaining
portion of his or her Vested Interest in cash or, at the election of such
Participant, entirely in cash. Distribution to a Participant or beneficiary
pursuant to Section 6.3 and Section 6.4 shall be made or commence being made,
as the case may be, no later than the earlier of (a) 60 days after the end of
the Plan Year during which the Participant or beneficiary becomes entitled to
distribution or (b) April 1 of the calendar year following the calendar year in
which such Participant attains age 70 1/2.

Section 6.3 Distribution of Retirement and Disability Benefits. Upon
the Retirement or Disability of a Participant, the Vested Interest of such
Participant shall be distributed to such Participant by the Trustee at the
direction of the Committee in one of the following forms:

(a) by payment of the entire amount in a single lump sum; or

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(b) if the Participant so elects, by payment in a series
of installments, in equal amounts or otherwise, over a period not
exceeding the lesser of 10 years or the life expectancy of such
Participant;

provided, however, that no such distribution upon the Disability of a
Participant shall be made to such Participant prior to his or her attainment of
age 65 unless (i) such Participant elects to receive such distribution, or (ii)
the value of such distribution is not more than $3,500.

Section 6.4 Distribution of Death Benefits. Upon the death of a
Participant, the Vested Interest of such Participant shall be distributed by
the Trustee at the direction of the Committee in a single distribution to such
Participant's beneficiary or beneficiaries determined in accordance with this
Section. Any amount payable under the Plan upon the death of a married
Participant shall be distributed to the surviving spouse of such Participant
unless such Participant designates otherwise with the written consent of his or
her spouse which is witnessed by a member of the Committee or a notary public.
Any amount payable under the Plan upon the death of a Participant who is not
married or who is married but has designated, as provided above, a beneficiary
other than his or her spouse, shall be distributed to the beneficiary or
beneficiaries designated by such Participant. Such designation of beneficiary
or beneficiaries shall be made in writing on a form prescribed by the Committee
and, when filed with the Committee, shall become effective and remain in effect
until changed by the Participant by the filing of a new beneficiary designation
form with the Committee. If an unmarried Participant fails to so designate a
beneficiary, or in the event all of a Participant's designated beneficiaries
are individuals who predecease such Participant, then the Committee shall
direct the Trustee to distribute the amount payable under the Plan to such
Participant's surviving spouse, if any, but if none, to or among the
descendants (including adopted descendants), the heirs

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<PAGE> 33
at law, or the estate of such Participant, or any deceased beneficiary in such
proportions (including the total exclusion of up to all but one of such
beneficiaries) as the Committee shall determine in its absolute discretion.
Distributions under this Section shall be made by the Trustee at the direction
of the Committee to the appropriate beneficiary or beneficiaries in a single
lump sum as soon as practicable after a Participant's death.

Section 6.5 Distribution of Separation from Employment Benefit.

(a) If a Participant separates from the employment of an Employer
or Affiliated Company for any reason other than his or her Retirement,
Disability, death or transfer to the employment of another Employer or
Affiliated Company, the Accounts of such Participant shall be retained in trust
and shall continue to be credited with applicable earnings as provided in
Section 6.1, and the Vested Interest of such Participant shall be distributed
to him or her by the Trustee at the direction of the Committee by payment of
the entire amount in a single distribution as soon as practicable after the
date as of which such Participant attains age 65 (or, if the Participant dies
prior to such date, the Vested Interest of such Participant shall be
distributed upon his or her death in accordance with Section 6.4); provided,
however, that (i) each such Participant shall have the right to elect on a form
prescribed by the Committee to receive a distribution of his or her Vested
Interest as soon as practicable in one of the following forms to be selected by
the Participant:

(1) by payment of the entire amount in a single lump sum;
or

(2) by payment in a series of installments, in equal
amounts or otherwise, over a period not exceeding the lesser of 10
years or the life expectancy of such Participant;

and (ii) the Committee shall require a cash-out distribution of any such
Participant's Vested Interest which does not exceed $3,500. Any provision of
this Plan to the contrary notwithstanding, for

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<PAGE> 34
purposes of this Plan a Participant shall not be treated as having separated
from the employment of an Employer or Affiliated Company prior to such time
that a distribution can be made to such Participant in accordance with Section
401(k) of the Code.

(b) If a Participant receives a distribution under Section 6.5(a),
any portion of such Participant's Employer Basic Matching Contribution Account,
Employer Supplemental Matching Contribution Account or Employer Discretionary
Contribution Account which is not vested at the time of such distribution shall
be forfeited; provided, however, that if such Participant is reemployed as a
Covered Employee and, prior to incurring five consecutive 1-Year Periods of
Severance following such distribution and while still employed by an Employer
or Affiliated Company, repays to such Account within five years of such
reemployment the full amount previously distributed therefrom, the amount so
forfeited from such Account shall be restored to such Account out of
current-year forfeitures, or if such forfeitures are insufficient, by an
additional Employer contribution. If a Participant who separates from the
employment of an Employer of Affiliated Company for any reason other than his
or her Retirement, Disability, death or transfer to the employment of another
Employer or Affiliated Company, is not entitled to receive any distribution
from the Plan due to the fact that such Participant has no Vested Interest,
such Participant shall be deemed to have received a cash-out distribution of
his or her Vested Interest and the amount credited to such Participant's
Employer Basic Matching Contribution Account, Employer Supplemental Matching
Contribution Account or Employer Discretionary Contribution Account shall be
forfeited at the time of such separation from employment; provided, however,
that if such Participant is reemployed as a Covered Employee prior to incurring
five consecutive 1-Year Periods of Severance, the amount so forfeited from such
Account shall be restored to such Account out of current-year forfeitures, or
if such

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<PAGE> 35
forfeitures are insufficient, by an additional Employer contribution. If a
Participant who has not yet incurred five consecutive 1-Year Periods of
Severance receives a distribution under Section 6.5(a) on account of his or her
attainment of age 65, any portion of such Participant's Employer Basic Matching
Contribution Account, Employer Supplemental Matching Contribution Account or
Employer Discretionary Contribution Account which is not vested at the time of
such distribution shall be retained in such Account and shall be forfeited upon
the earlier of the date of such Participant's death or the date such
Participant incurs five consecutive 1-Year Periods of Severance unless such
Participant is reemployed by an Employer or Affiliated Company prior to such
date.

Section 6.6 Withdrawals. A Participant may make:

(a) At any time a withdrawal of all (but not less than
all) of the total amount credited to his or her Participant After-Tax
Contribution Account; and

(b) At any time a hardship withdrawal of such amount of
his or her Vested Interest, other than earnings on Tax-Deferred
Contributions credited to his or her Participant Tax-Deferred
Contribution Account under this Plan or the Superseded Plan after
December 31, 1988, as the Committee shall determine to be necessary to
satisfy an immediate and heavy financial need of such Participant;

provided, however, that (i) no withdrawal may be made unless written notice of
such withdrawal is delivered to the Committee by the withdrawing Participant at
least 30 days prior to the effective date thereof, and (ii) only one withdrawal
under subsection (a) of this Section may be made within any period of 12
consecutive months. The Committee shall direct the Trustee to distribute any
withdrawn amount to such Participant as soon as practicable.

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<PAGE> 36
A hardship withdrawal will be considered to be made on account of an
immediate and heavy financial need of a Participant only if the Committee
determines that such withdrawal is on account of (i) expenses for medical care
described in Section 213(d) of the Code previously incurred by such Participant
or his or her spouse or dependents (as defined in Section 152 of the Code) or
necessary for such individuals to obtain such care, (ii) costs directly related
to the purchase of a principal residence for such Participant (excluding
mortgage payments), (iii) payment of tuition and related educational fees for
the next 12 months of post-secondary education for such Participant or his or
her spouse, children or dependents (as so defined), or (iv) payments necessary
to prevent the eviction of such Participant from his or her principal residence
or foreclosure on the mortgage of such residence. A hardship withdrawal will
be considered to be necessary to satisfy an immediate and heavy financial need
of a Participant only if the Participant represents that the need cannot be
relieved (i) through reimbursement or compensation by insurance or otherwise,
(ii) by reasonable liquidation of the Participant's assets, to the extent such
liquidation would not itself cause an immediate and heavy financial need, (iii)
by cessation of Tax-Deferred Contributions on behalf of the Participant, or
(iv) by other distributions or nontaxable (at the time of the loan) loans from
plans maintained by an Employer, or by borrowing from commercial sources on
reasonable commercial terms. For purposes of the preceding sentence, the
Committee's reliance upon such representations must be reasonable under the
circumstances and the Participant's resources shall be deemed to include those
assets of his spouse and minor children that are reasonably available to the
Participant. A hardship withdrawal by a Participant shall be made first from
such Participant's previously unrecovered contributions to his or her
Participant After-Tax Contribution Account (or, to the extent such withdrawal
is to be made in the form of Company Stock, first in shares of such stock
purchased with such contributions),

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<PAGE> 37
and then from amounts attributable to other sources in accordance with such
procedures as the Committee may prescribe.

Section 6.7 Benefits Payable to Minors and Incompetents. Whenever
any person entitled to payments under this Plan shall be a minor or under other
legal disability, or in the sole judgment of the Committee shall otherwise be
unable to apply such payments to his or her own best interest and advantage (as
in the case of illness, whether mental or physical, or where a person not under
legal disability is unable to preserve his or her estate for his or her own
best interest), the Committee in its discretion may direct all or any portion
of such payments to be made by the Trustee directly to such person or to such
person's spouse, child, parent, other blood relative or custodian to be
extended on behalf of such person or on behalf of the dependents such person
has the duty to support, unless claim shall have been made therefor by a duly
appointed guardian or other legal representative. The decision of the
Committee will, in each case, be final and binding upon all persons and the
Committee shall not be obliged to see to the proper application or expenditure
of any payments so made. Any payment made pursuant to the power herein
conferred upon the Committee shall operate as a complete discharge of the
obligations of the Trustee and of the Committee.

Section 6.8 Transfer of Eligible Rollover Distribution. If a
Participant is entitled to receive an eligible rollover distribution (as
defined in Section 402(c) of the Code and the regulations thereunder) from the
Plan, such Participant may elect to have the Committee direct the Trustee to
transfer the entire amount of such distribution directly to any of the
following specified by such Participant: an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code (other than an endowment contract), a
defined contribution plan qualified under Section 401(a) of the Code the terms
of which permit

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<PAGE> 38
rollover contributions or an annuity plan described in Section 403 (a) of the
Code. If the surviving spouse of a deceased Participant is entitled to receive
an eligible rollover distribution from the Plan, such surviving spouse may
elect to have the Committee direct the Trustee to transfer the entire amount of
such distribution directly to either an individual retirement account described
in Section 408(a) of the Code or an individual retirement annuity described in
Section 408(b) of the Code (other than an endowment contract) specified by such
surviving spouse. If an alternate payee under a qualified domestic relations
order (as defined in Section 414(p) of the Code) is the spouse or former spouse
of the Participant specified in the qualified domestic relations order, this
Section shall apply to such alternate payee as if the alternate payee were a
Participant. A distributee of an eligible rollover distribution of $500 or
more who is entitled to make an election under this Section may specify that
some portion less than the entire amount of such distribution be transferred in
accordance with this Section, but only if the portion specified is $500 or
more. This Section shall not apply to eligible rollover distributions to a
distributee for a calendar year if all such distributions from the Plan to such
distributee within such calendar year are reasonably expected to total less
than $200.

Section 6.9 Plan Loans. Subject to such conditions and limitations
as the Committee may from time to time prescribe for application to all
Participants and beneficiaries on a uniform basis, at the request of a
Participant or beneficiary either of whom is a party in interest (within the
meaning of Section 3(14) of the Employee Retirement Income Security Act of
1974, as amended) as to the Plan (hereinafter called the "Borrower") the
Committee shall direct the Trustee to loan to such Borrower from his or her
Accounts an amount of money which, when added to the total outstanding balance
of all other loans to such Borrower from the Trust or from a qualified employer
plan (within the meaning of Section 72 (p) of the Code) maintained by an
Employer or Affiliated Company, does

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<PAGE> 39
not exceed the lesser of (i) $50,000 (reduced, however, by the excess, if any,
of the highest total outstanding balance of all such other loans during the
one-year period ending on the day before the date such loan is made, over the
outstanding balance of all such other loans on the date such loan is made), or
(ii) one-half of such Participant's Vested Interest under the Plan (or, in the
case of a loan to a beneficiary, one-half of such beneficiary's Accounts). Any
such loan made to a Borrower shall be evidenced by a promissory note payable to
the Trustee, shall bear a reasonable rate of interest, shall be secured by
one-half of the Participant's Vested Interest under the Plan (or, in the case
of a loan to a beneficiary, one-half of such beneficiary's Accounts), shall be
repayable in substantially equal payments no less frequently than quarterly and
shall be repayable within five years, or within ten years in the case of a loan
that is to be used to acquire any dwelling unit which within a reasonable time
is to be used as the principal residence of the Participant. Any provision of
this Plan to the contrary notwithstanding, the promissory note evidencing any
such loan shall be held by the Trustee as a segregated investment allocated to
and made solely for the benefit of the Account or Accounts of the Borrower from
which such loan was made.

ARTICLE VII.

PLAN ADMINISTRATION

Section 7.1 Committee. The Plan shall be administered on behalf of
all Employers by a Committee composed of individuals appointed by the Board of
Directors of the Company. Each member of the Committee so appointed shall
serve in such office until his or her death, resignation or removal by the
Board of Directors of the Company. The Board of Directors of the Company may
remove any member of the Committee at any time by giving written notice thereof
to the members

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of the Committee. Vacancies shall likewise be filled from time to time by the
Board of Directors of the Company. The members of the Committee shall receive
no remuneration from the Plan for their services as Committee members.

Section 7.2 Powers, Duties and Liabilities of the Committee. The
Committee shall have discretionary and final authority to interpret and
implement the provisions of the Plan, including without limitation authority to
determine eligibility for benefits under the Plan, and shall perform all of the
duties and may exercise all of the powers and discretion granted to it under
the terms of the Plan. The Committee shall act by a majority of its members at
the time in office and such action may be taken either by a vote at a meeting
or in writing without a meeting. The Committee may by such majority action
authorize any one or more of its members to execute any document or documents
on behalf of the Committee, in which event the Committee shall notify the
Trustee in writing of such action and the name or names of its member or
members so authorized to act. Every interpretation, choice, determination or
other exercise by the Committee of any discretion given either expressly or by
implication to it shall be conclusive and binding upon all parties directly or
indirectly affected, without restriction, however, on the right of the
Committee to reconsider and redetermine such actions. In performing any duty
or exercising any power herein conferred, the Committee shall in no event
perform such duty or exercise such power in any manner which discriminates in
favor of Highly Compensated Employees.

Section 7.3 Rules, Record and Reports. The Committee may adopt such
rules and procedures for the administration of the Plan as are consistent with
the terms hereof, and shall keep adequate records of their proceedings and acts
and of the status of the Participants' Accounts. The Committee may employ such
agents, accountants and legal counsel (who may be accountants or legal

-37-
<PAGE> 41
counsel for an Employer) as may be appropriate for the administration of the
Plan. The Committee shall at least annually provide each Participant with a
report reflecting the status of his or her Account and shall cause such other
information, documents or reports to be prepared, provided and/or filed as may
be necessary to comply with the provisions of the Employee Retirement Income
Security Act of 1974 or any other law.

Section 7.4 Administrative Expenses and Taxes. Unless otherwise paid
by the Employers in their discretion, the Committee shall direct the Trustee to
pay all reasonable and necessary expenses (including the fees of legal counsel,
accountants and agents) incurred by the Committee or the Trustee in connection
with the administration of the Plan and Trust. Should any tax of any character
(including transfer taxes) be levied upon the Trust assets or the income
therefrom, such tax shall be paid from and charged against the assets of the
Trust.

Section 7.5 Unclaimed Accounts. The Committee shall notify in
writing each Participant or beneficiary who is entitled to a distribution under
the Plan. If the Participant or beneficiary fails to claim his or her
distribution under the Plan or to make his or her whereabouts known in writing
to the Committee within six months from the date of mailing of the notice, or
before termination or discontinuance of the Plan, whichever occurs first, the
Participant or beneficiary's unclaimed payable benefits shall be forfeited and
allocated in accordance with Section 3.8. If such Participant or beneficiary
makes a claim at a later date for the forfeited amount, the Committee shall
restore the Participant or beneficiary's account to the same dollar amount as
the dollar amount of the forfeited benefits, without interest and unadjusted
for any gains or losses occurring subsequent to the date of forfeiture.

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<PAGE> 42
ARTICLE VIII.

AMENDMENT AND TERMINATION

Section 8.1 Amendment. The Board of Directors of the Company shall
have the right and power at any time and from time to time to amend this Plan,
in whole or in part, on behalf of all Employers. Any such amendment made by
the Board of Directors of the Company shall be made by or pursuant to a
resolution duly adopted by the Board of Directors of the Company, and shall be
evidenced by such resolution or by a written instrument executed by such person
as the Board of Directors of the Company shall authorize for such purpose.
With the consent of the Board of Directors of the Company and subject to such
procedure as it may prescribe, each Employer shall have the right and power at
any time and from time to time to amend this Plan, in whole or in part, with
respect to the Plan's application to the Participants of the particular
amending Employer and the assets held in the Trust for their benefit, or to
transfer such assets or any portion thereof to a new trust for the benefit of
such Participants. However, in no event shall any amendment or new trust
permit any portion of the trust fund to be used for or diverted to any purpose
other than the exclusive benefit of the Participants and their beneficiaries,
nor shall any amendment or new trust reduce a Participant's Vested Interest
under the Plan. The Company shall in writing notify the Committee and the
Trustee of any amendment or change in the provisions of the Plan.

Section 8.2 Termination. The Board of Directors of the Company shall
have the right and power at any time to terminate this Plan, in whole or in
part, as it applies to all or any particular group of the Participants and
their beneficiaries. Any such termination shall be initiated by or pursuant to
a resolution duly adopted by the Board of Directors of the Company. With the
consent of the Board of Directors of the Company and subject to such procedure
as it may prescribe, each Employer shall

-39-
<PAGE> 43
have the right and power at any time to terminate this Plan, in whole or in
part, with respect to the Plan's application to the Participants who are or
were Employees of such Employer and their beneficiaries. Any provision of this
Plan to the contrary notwithstanding, upon the termination or partial
termination of the Plan or in the event any Employer should completely
discontinue making contributions to the Plan without formally terminating it,
all amounts credited to the Accounts of the affected Participants shall be
fully vested and nonforfeitable.

ARTICLE IX.

MISCELLANEOUS GENERAL PROVISIONS

Section 9.1 Spendthrift Provision. No right or interest of any
Participant or beneficiary under the Plan may be assigned, transferred or
alienated, in whole or in part, either directly by operation of law, and no
such right or interest shall be liable for or subject to any debt, obligation
or liability of such Participant or beneficiary. Nothing herein shall prevent
the payment of amounts from a Participant's account under the Plan in
accordance with the terms of a court order which the Committee has determined
to be a qualified domestic relations order within the meaning of Section 414(p)
of the Code.

Section 9.2 Claims Procedure. If any Participant or beneficiary (the
"Claimant") feels that he or she is being denied a benefit to which he or she
is entitled under the Plan, such Claimant may file a written claim for said
benefit with any member of the Committee. Within 60 days of the receipt of
such claim the Committee shall determine and notify the requesting Claimant as
to whether he or she is entitled to such benefit. Such notification shall be
in writing and, if denying the claim for benefit, shall set forth the specific
reason or reasons for the denial, make specific reference to the

-40-
<PAGE> 44
pertinent provisions of the Plan, and advise the Claimant that he or she may,
within 60 days of the receipt of such notice, in writing request to appear
before the Committee or its designated representative for a hearing to review
such denial. Any such hearing shall be scheduled at the mutual convenience of
the Committee or its designated representative and the Claimant, and at such
hearing the Claimant and/or his or her duly authorized representative may
examine any relevant documents and present evidence and arguments to support
the granting of the benefit being claimed. The final decision of the Committee
with respect to the claim being reviewed shall be made within 60 days following
the hearing thereon and the Committee shall in writing notify the Claimant and
the pertinent provisions of the Plan upon which such decision is based. The
final decision of the Committee shall be conclusive and binding upon all
parties having or claiming to have an interest in the matter being reviewed.

Section 9.3 Maximum Contribution Limitation. Any provision of this
Plan to the contrary notwithstanding, the sum of (i) the Employer
contributions, (ii) the forfeitures, and (iii) the Participant contributions
(excluding rollover contributions and employee contributions to a simplified
employee pension allowable as a deduction, each within the meaning specified in
Section 415(c)(2) of the Code), allocated to a Participant with respect to a
Plan Year shall in no event exceed the lesser of $30,000 (or, if greater,
one-fourth of the dollar limitation in effect under Section 415(b)(1)(A) of the
Code) or 25% of such Participant's Limitation Compensation for that year. For
the purpose of applying the limitation imposed by this Section, each Employer
and its Affiliated Companies shall be considered a single employer, and all
defined contribution plans (meaning plans providing for individual accounts and
for benefits based solely upon the amounts contributed to such accounts and any
forfeitures, income, expenses, gains and losses allocated to such accounts)
described in

-41-
<PAGE> 45
Section 415(k) of the Code, whether or not terminated, maintained by an
Employer or its Affiliated Companies shall be considered a single plan. If the
total amount allocable to a Participant's Accounts for a particular Plan Year
would, but for this sentence, exceed the foregoing limitation, the following
adjustments shall be made in the following order to the extent necessary: (i)
such Participant's Tax-Deferred Contributions shall be distributed to such
Participant (but without any income allocable thereto) and (ii) any Employer
Basic Matching Contributions, Employer Supplemental Matching Contributions or
Employer Discretionary Contributions allocable to such Participant in excess of
the foregoing limitation shall be credited to a suspense account and thereafter
reallocated among the remaining Participants as an additional Employer
Discretionary Contribution in accordance with Section 3.4. Such suspense
account shall be adjusted to reflect income, profits and losses, expenses or
other transactions affecting the Plan. Any Tax-Deferred Contributions
distributed to a Participant pursuant to this Section shall not be taken into
account in determining such Participant's actual deferral percentage for
purposes of Section 3.7.

Section 9.4 Employment Noncontractual. The establishment of this
Plan shall not enlarge or otherwise affect the terms of any Employee's
employment with an Employer and an Employer may terminate the employment of any
Employee was freely and with the same effect as if this Plan had not been
adopted.

Section 9.5 Limitations on Responsibility. The Employers do not
guarantee or indemnify the Trust against any loss or depreciation of its assets
which may occur, nor guarantee the value of any benefits which may become
distributable to a Participant or his or her beneficiaries pursuant to the
provisions of this Plan. All distributions to Participants and their
beneficiaries shall be made by the Trustee at the direction of the Committee
solely from the assets of the Trust.

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<PAGE> 46
Section 9.6 Merger or Consolidation. In no event shall this Plan be
merged or consolidated into or with any other plan, nor shall any of its assets
or liabilities be transferred to any other plan, unless each Participant would
be entitled to receive a benefit if the plan in which he or she then
participates terminated immediately following such merger, consolidation or
transfer, which is equal to or greater than the benefit he or she would have
been entitled to receive if the Plan had been terminated immediately prior to
such merger, consolidation or transfer.

ARTICLE X.

TOP-HEAVY PROVISIONS

Section 10.1 Top-Heavy Definitions. Unless the context clearly
indicates otherwise, when used in this Article:

(a) "Top-Heavy Plan" means this Plan if, as of the
Determination Date, the aggregate of the Accounts of Key Employees
under the Plan exceeds 60% of the aggregate of the Accounts of all
Participants and former Participants under the Plan. The aggregate of
the Accounts of any Participant or former Participant shall include
any distributions (other than related rollovers or transfers from the
Plan within the meaning of regulations under Section 416(g) of the
Code) made from such individual's Accounts during the Plan Year or any
of the four preceding Plan Years, but shall not include any unrelated
rollovers or transfers (within the meaning of regulations under
Section 416(g) of the Code) made to such individual's Accounts after
December 31, 1983. The Accounts of any Participant or former
Participant who (i) is not a Key Employee for the Plan Year in
question but who was a Key Employee in a Prior Year, or (ii) has not
completed an Hour of Service during the five-year

-43-
<PAGE> 47
period ending on the Determination Date, shall not be taken into
account. The determination of whether the Plan is a Top-Heavy Plan
shall be made after aggregating all other plans of an Employer and any
Affiliated Company qualifying under Section 401(a) of the Code in
which a Key Employee is a participant or which enables such a plan to
meet the requirements of Section 401(a)(4) or 410 of the Code, and
after aggregating any other plan of an Employer or Affiliated Company,
which is not already aggregated, if such aggregation group would
continue to meet the requirements of Sections 401(a)(4) and 410 of the
Code and if such permissive aggregation thereby eliminates the
top-heavy status of any plan within such permissive aggregation group.
The determination of whether this Plan is a Top-Heavy Plan shall be
made in accordance with Section 416(g) of the Code.

(b) "Determination Date" means, for purposes of
determining whether the Plan is a Top-Heavy Plan for a particular Plan
Year, the last day of the preceding Plan Year.

(c) "Key Employee" means any Employee or former Employee
(including a beneficiary of such Employee or former Employee) who at
any time during the Plan Year or any of the four preceding Plan Years
is:

(1) an officer of the Employer who has Testing
Compensation for any such Plan Year greater than 50% of the
amount in effect under Section 415(b)(1)(A) of the Code for
such Plan Year;

(2) one of the 10 Employees owning (or considered
as owning within the meaning of Section 318 of the Code) the
largest interests in excess of 0.5% in an Employer or
Affiliated Company and having Testing Compensation for such
Plan Year of more than the limitation in effect under Section
415(c)(1)(A) of the Code;

-44-
<PAGE> 48
(3) a person owning (or considered as owning
within the meaning of Section 318 of the Code) more than 5% of
the outstanding stock of an Employer or stock possessing more
than 5% of the total combined voting power of all stock of an
Employer; or

(4) a person who has Testing Compensation for
such Plan Year from an Employer of more than $150,000 and who
would be described in paragraph (3) hereof if 1% were
substituted for 5% in each place it appears in such paragraph.

For the purposes of applying Section 318 of the Code to this
subsection (c), subparagraph (C) of Section 318(a)(2) of the Code
shall be applied by substituting 5% for 50%. The rules of subsections
(b), (c) and (m) of Section 414 of the Code shall not apply for
purposes of determining ownership in an Employer under this subsection
(c).

(d) "Non-Key Employee" means any Employee or former
Employee (including a beneficiary of such Employee or former Employee)
who is not a Key Employee.

Section 10.2 Minimum Contribution Requirement. Any provision of the
Plan to the contrary notwithstanding, if the Plan is a Top-Heavy Plan for any
Plan Year beginning after December 31, 1983, then the Employers shall
contribute to the Employer Basic Matching Contribution Account of each
Participant who is a Non-Key Employee in the employ of an Employer on the last
day of the Plan Year, an amount which, when added to the total amount of
Employer contributions and forfeitures otherwise allocable under the Plan to
such Participant for such year, shall equal the lesser of (a) 3% of the
Limitation Compensation received by such Participant while a Participant during
such year or (b) the percentage of Limitation Compensation contributed by an
Employer for the Key Employee for whom such percentage is the highest for the
Plan Year after taking into account

-45-
<PAGE> 49
contributions under other defined contribution plans maintained by the Employer
in which a Key Employee is a participant (as well as any other plan of an
Employer which enables such a plan to meet the requirements of Section 401(a)(4)
or 410 of the Code); provided, however, that no minimum contribution shall be
made for a Participant under this Section for any Plan Year if the Employer
maintains another qualified plan under which a minimum benefit or contribution
is being accrued or made for such Plan Year for the Participant in accordance
with Section 416(c) of the Code. In the event the Plan is a Top-Heavy Plan
within the meaning of Section 10.1(a), amounts contributed to the Participant
Tax-Deferred Contribution Accounts of Key Employees shall be included in
determining contributions made on behalf of Key Employees.

IN WITNESS WHEREOF, this Plan has been executed at Houston, Texas,
this 16th day of November, 1994, to be effective as of January 1, 1994.

THE WESTERN COMPANY OF NORTH AMERICA

By:________________________________
Title:

-46-

<PAGE> 1
EXHIBIT 4.6

AMENDMENT NO. 1 TO
THE WESTERN COMPANY RETIREMENT SAVINGS PLAN

Pursuant to the provisions of Section 8.1 thereof, The Western Company
Retirement Savings Plan as amended and restated effective as of January 1, 1994
(the "Plan"), is hereby amended in the following respect only:

Section 5.3 of the Plan is hereby amended by restatement in its
entirety to read as follows:

Section 5.3 Voting of Company Stock. All Company Stock held
in the Trust shall be voted by the Trustee acting in its
absolute discretion.

IN WITNESS WHEREOF, this Amendment has been executed to be effective
this 9th day of March, 1995.

THE WESTERN COMPANY OF NORTH AMERICA

By /s/ Graham L. Adelman
-----------------------------------
Title:

<PAGE> 1
EXHIBIT 4.7

SECOND AMENDMENT TO THE WESTERN COMPANY
RETIREMENT SAVINGS PLAN

WHEREAS, BJ SERVICES COMPANY ("BJ Services"), as successor to THE
WESTERN COMPANY OF NORTH AMERICA ("Western"), has heretofore adopted THE
WESTERN COMPANY RETIREMENT SAVINGS PLAN (the "Plan") for the benefit of its
eligible employees; and

WHEREAS, BJ Services desires to transfer sponsorship of the Plan to BJ
SERVICES COMPANY, U.S.A (the "Company") and to amend the Plan in certain other
respects;

NOW, THEREFORE, subject to the consummation of the merger of Western
with and into BJ Services, the Plan shall be amended as follows, effective
April 13, 1995:

1. Paragraphs (d), (e), and (f) of Section 1.1 of the Plan shall
be deleted and the following shall be substituted therefor:

"(d) 'Committee' means the Benefits Committee established
by the President of the Company.

(e) 'Company' means BJ Services Company, U.S.A.

(f) 'Company Stock' means the common stock of BJ
Services Company."

2. The following shall be added to the end of Section 1.1(g) of
the Plan:

"Notwithstanding the foregoing or any other provision in the Plan to
the contrary, the following Employees shall not be eligible to become
Participants in the Plan (or resume active participation in the Plan
(other than for the limited purposes set forth in Section 6.5(b))):
(1) any Employee who was not employed by The Western Company of North
America ("Western") or any of its subsidiaries immediately prior to
the effective time (the "Effective Time") of the merger of Western
with and into BJ Services Company and (2) any Employee who was
employed by Western or any of its subsidiaries immediately prior to
the Effective Time but who subsequently terminated his employment and
became reemployed by an Employer or an Affiliated Company."

3. The second sentence of Section 6.1 of the Plan shall be
deleted and the following shall be substituted therefor:
<PAGE> 2
"All cash dividends, stock dividends, stock splits, and other proceeds
received by the Trustee with respect to Company Stock previously
credited to a particular Account shall be credited to that particular
Account upon receipt by the Trustee."

4. Section 7.1 of the Plan shall be deleted and the following
shall be substituted therefor:

"Section 7.1 Committee. The Plan shall be administered on
behalf of all Employers by the Committee which shall be established by
the President of the Company and shall consist of one or more persons.
At any time during his term of office, and for any reason, a member of
the Committee may be removed by the President of the Company. Any
member of the Committee who is an Employee shall automatically cease
to be a member of the Committee as of the date he ceases to be
employed by the Employer or an Affiliated Company. The members of the
Committee shall not receive compensation with respect to their
services for the Committee."

5. As amended hereby the Plan is specifically ratified and
reaffirmed.

IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed on this 10th day of April, 1995.

BJ SERVICES COMPANY

BY: /s/ Michael McShane
----------------------------------
Michael McShane
Vice President-Finance, Chief
Financial Officer

BJ SERVICES COMPANY, U.S.A.

BY: /s/ Michael McShane
----------------------------------
Michael McShane
Vice President-Finance

<PAGE> 1

EXHIBIT 4.8

AMENDMENT AND RESTATEMENT
OF
TRUST AGREEMENT
<PAGE> 2
<TABLE>
<CAPTION>
Article Table of Contents
- ------- -----------------
<S> <C> <C>
FIRST Acceptance of Property; Directed Accounts . . . . . . . . . . . . . . . . 2

SECOND Investment Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

THIRD Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

FOURTH Administrative Powers . . . . . . . . . . . . . . . . . . . . . . . . . . 4

FIFTH Guaranteed Income Contracts . . . . . . . . . . . . . . . . . . . . . . . 8

SIXTH Fiduciary Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SEVENTH Prohibition of Diversion . . . . . . . . . . . . . . . . . . . . . . . . 10

EIGHTH Hold Harmless . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

NINETH Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

TENTH Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ELEVENTH Compensation and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 12

TWELFTH Resignation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 12

THIRTEENTH Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

FOURTEENTH Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

FIFTEENTH Plan-to-Plan Transfers; Rollovers . . . . . . . . . . . . . . . . . . . . 14

SIXTEENTH Adopting Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SEVENTEENTH Alienation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

EIGHTEENTH Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

NINETEENTH Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

TWENTIETH Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

TWENTYFIRST Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

-i-
<PAGE> 3
AMENDMENT AND RESTATEMENT
OF
TRUST AGREEMENT

WHEREAS, effective as of July 1, 1992, The Western Company of
North America hereinafter referred to as the "Company", adopted the Western
Company Retirement Savings Plan, hereinafter referred to as the "Plan", for the
purpose of providing retirement and related benefits to eligible employees of
the Company and their beneficiaries; and

WHEREAS, the Administrative Committee, the members of which
are "named fiduciaries" as defined in the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), (which named fiduciaries are hereinafter
referred to as the "Committee") has general responsibility for administration
of the Plan and for reviewing the investment performance of the Trustee
thereunder; and

WHEREAS, the Plan calls for the establishment of a trust to
which contributions are to be made by the Company to be held by the Trustee and
to be managed, invested and reinvested for the exclusive benefit of
participants of the Plan and their beneficiaries; and

WHEREAS, the Plan and trust are intended to qualify as a plan
and trust which meet the applicable requirements of Section 401(a) and 501(a)
of the Internal Revenue Code of 1986, as amended, hereinafter referred to as
the "Code"; and

WHEREAS, on April 1, 1981, the Company entered into an
agreement of trust, hereinafter referred to as the "Trust", with FIRST NATIONAL
BANK OF FORT WORTH, and now wishes to enter into an Agreement of Trust with
UNITED STATES TRUST COMPANY OF NEW YORK, a corporation organized and existing
under the laws of the State of New York, having its principal place of business
at 114 West 47th Street, New York, New York, hereinafter referred to as the
"Trustee"; and

WHEREAS, the Company retained the right in the Trust to amend
the same; provided, however, that any amendment changing the duties and
liabilities of the Trustees will not be effective unless the Trustees consent
thereto in writing; and

-1-
<PAGE> 4
WHEREAS, the Company now desires to amend and restate the
Trust in its entirety; and

NOW, THEREFORE, the Company, with the consent of the Trustees,
hereby amends and restates the Trust Agreement in its entirety as follows:

FIRST: Acceptance of Property: The Trustee shall accept such
cash and other property as is tendered to it as contributions hereunder, and as
is acceptable to it, hereinafter referred to as the "Trust Fund", but shall not
be under any duty to require the Company or any other adopting employer to
contribute to the Trust Fund or to determine whether the amount of any
contribution has been correctly computed under the terms of the Plan. In no
event shall the Trustee be considered a party to the Plan. The Trustee shall
have only such duties with respect to the Plan as are set forth in this
agreement.

SECOND: Investment Powers. The Trustee shall invest and
reinvest the principal and income of the Trust Fund, without distinction
between principal and income, in such securities or other property, real or
personal, within or without the United States, as it in its sole discretion
shall deem proper including, without limitation, interests and part interests
in any bond and mortgage or note and mortgage and interests and part interests
in certificates of deposit, commercial paper and other short-term or demand
obligations, secured or unsecured, whether issued by governmental or
quasi-governmental agencies or corporations or by any firm or corporation,
capital, common and preferred, voting and nonvoting stock (regardless of
dividend or earnings record), warrants, options (including options written by
the Company), puts, calls, straddles, spreads, voting trust certificates,
equipment trust and receivers, certificates, fractional oil and gas and mineral
interests, timber rights, and all other forms of private and governmental
securities (both foreign and domestic) including an employer security, as such
term is defined in Section 407(d) of ERISA, or in any fund created and
administered by it as the trustee thereof for the collective investment of the
assets of employee benefit trusts, as long as such collective investment fund
is a qualified trust under the applicable provisions of the Code and while any
portion of the Trust Fund is so invested, such collective investment fund shall
constitute part of the Plan, and the instrument creating such fund shall
constitute part of this agreement. The Trustee may in its sole discretion keep
such portion of the Trust Fund in cash and cash balances or hold all or any
portion of the Trust Fund in savings accounts, certificates of deposit,

-2-
<PAGE> 5
and other types of time or demand deposits with any financial institution or
quasi-financial institution, either domestic or foreign (including any such
institution operated or maintained by the Trustee in its corporate capacity) as
the Trustee may from time to time determine to be in the best interests of the
Trust Fund. Notwithstanding the foregoing, unless otherwise authorized by
ERISA or by regulations promulgated by the Secretary of the Department of
Labor, the Trustee shall maintain the indicia of ownership of all securities or
other investments within the jurisdiction of the District Courts of the United
States.

To the maximum extent permitted by law, the Trustee shall not
be liable for the acquisition, retention or disposition of any assets of the
Trust Fund or for any loss to or diminution of such assets unless due to the
Trustee's own willful misconduct or failure to act in good faith.

The Committee may appoint an "investment manager", as defined
in Section 3(38) of ERISA. Any investment manager so appointed shall be (i) an
investment adviser registered as such under the Investment Advisers Act of 1940
(the "Act"), (ii) a "bank" (as defined in the Act) or (iii) an insurance
company qualified to perform investment management services under the laws of
more than one state of the United States. The Committee shall notify the
Trustee of any such appointment by delivering to the Trustee an executed copy
of the instrument under which the investment manager is appointed and
evidencing the investment manager's acceptance of such appointment, an
acknowledgment by the investment manager that it is a fiduciary of the Plan,
and a certificate evidencing the investment manager's current registration
under the Investment Advisors Act of 1940 or other appropriate qualification.
The Committee shall specify to the Trustee the portion of the Trust Fund which
shall be subject to such investment management. The Trustee shall invest and
reinvest the portion of the Trust Fund subject to such investment management
only to the extent and in the manner directed by the investment manager in
writing. During the term of such appointment, the Trustee shall have no
liability for the acts or omissions of such investment manager, and except as
provided in the preceding sentence, shall be under no obligation to invest or
otherwise manage the portion of the Trust Fund subject to such investment
management. The Trustee may maintain separate accounts within the Trust Fund
for the assets of the Trust Fund subject to such investment management. The
Committee may terminate its appointment of an investment manager at any time
and shall notify the Trustee in writing of such termination. To the maximum
extent permitted by

-3-
<PAGE> 6
ERISA the Trustee shall be protected in assuming that the appointment of an
investment manager remains in effect until it is otherwise notified in writing
by the Committee.

In the event that the investment manager appointed hereunder
is a bank or a trust company, or an affiliate of a bank or a trust company, the
Trustee shall, upon the direction of the Committee, transfer funds to such
bank, trust company, or affiliate for investment through the medium of any fund
created and administered by such bank, trust company, or affiliate, acting as
trustee therefor, for the collective investment of the assets of employee
benefit trusts, provided that such fund is qualified under the applicable
provisions of the Code and while any portion of the assets are so invested,
such fund shall constitute part of the applicable plan or plans, and the
instrument creating such fund shall constitute part of this Trust. In order to
implement the provisions of this paragraph, the Trustee is authorized to enter
into any required ancillary trust, agency or other type of agreement with an
investment manager, or its affiliate, as described in the preceding sentence.

THIRD: Payments. Subject to the provisions of Article
FOURTEENTH hereof, the Trustee shall from time to time transfer cash or other
property from the Trust Fund to such persons, including an insurance company or
companies or a paying agent designated by the Committee, at such addresses, in
such amounts, for such purposes and in such manner as the Committee may direct,
provided that such transfer is administratively feasible, and the Trustee shall
incur no liability for any such payment made at the direction of the Committee.
The Committee shall be solely responsible to insure that any payment made at
its direction conforms with the provisions of the Plan, the provisions of this
agreement, and ERISA, and the Trustee shall have no duty to determine the
rights or benefits of any person in the Trust Fund or under the Plan or to
inquire into the right or power of the Committee to direct any such payment.

FOURTH: Administrative Powers. The Trustee is authorized to
exercise from time to time in its sole discretion the following powers in
respect of any property, real or personal, of the Trust Fund, it being intended
that these powers be construed in the broadest possible manner:

(1) power to sell at public or private sale for cash or
upon credit or partly for cash and partly upon credit and upon such
terms and conditions as it shall deem proper. No purchaser shall be
bound to see to or be liable for the application of the proceeds of
any such sale;

-4-
<PAGE> 7
(2) power to exchange securities or property held by it
for other securities or property, or partly for such securities or
property and partly for cash, and to exercise conversion,
subscription, option and similar rights with respect to securities
held by it, and to make payments in connection therewith;

(3) power to write put options upon any kind of evidences
of ownership or indebtedness, or contracts for the future delivery of
evidences of ownership or indebtedness, and to enter into closing
transactions for the purpose of terminating the same; provided that
each such option shall be of a kind traded on a national securities
exchange subject to regulation by the Securities and Exchange
Commission; and further provided that the Trustee has set aside cash
or cash equivalents in an amount equal to the exercise price of such
options or has established put or futures contract positions
offsetting such options;

(4) power to write call options upon any kind of
evidences of ownership or indebtedness or contracts for the future
delivery of evidences of ownership or indebtedness, or to write such
call options against offsetting call options or futures contracts held
in the Trust Fund, or cash, cash equivalents, or other readily
marketable assets equal in value, determined on a daily basis, to the
evidences of ownership or indebtedness subject thereto, and to enter
into closing transactions for the purpose of terminating the same;
provided that each such option shall be of a kind traded on a national
securities exchange subject to regulation by the Securities and
Exchange Commission;

(5) power to invest in contracts for the future delivery
of United States Treasury bills, other financial instruments or
securities of any kind, or indexes based on any group of securities,
provided that each such future contract shall be of a kind traded on a
national securities exchange subject to regulation by the Securities
and Exchange Commission;

(6) power to vote in person or by proxy at corporate or
other meetings and to participate in or consent to any voting trust,
reorganization, dissolution, merger or other action affecting
securities in its possession or the issuers thereof, and to make
payments in connection therewith;

(7) power to own or to manage, administer, operate, lease
for any number of years, regardless of any restrictions on leases made
by fiduciaries except restrictions imposed

-5-
<PAGE> 8
by ERISA, develop, improve, repair, alter, demolish, mortgage, pledge,
grant options with respect to, or otherwise deal with any real
property or interest therein at any time held in the Trust Fund, to
hold any such real property in its own name or in the name of its
nominee, with or without the addition of words indicating that such
property is held in a fiduciary capacity, and to cause to be formed a
corporation, partnership, trust or other entity to hold title to any
such real property with the aforesaid powers, all upon such terms and
conditions as may be deemed advisable; to renew or extend or
participate in the renewal or extension of any mortgage, and to agree
to a reduction in the rate of interest on any mortgage or to any other
modification or change in the terms of any mortgage or of any
guarantee pertaining thereto, in any manner and to any extent that may
be deemed advisable for the protection of the Trust Fund or the
preservation of any covenant or condition of any mortgage or in the
performance of any guarantee, or to enforce any default in such manner
and to such extent as may be deemed advisable; and to exercise and
enforce any and all rights of foreclosure, to bid on any property on
foreclosure, to take a deed in lieu of foreclosure with or without
paying a consideration therefor and in connection therewith to release
the obligation on the bond secured by such mortgage, and to exercise
and enforce in any action, suit or proceeding at law or in equity any
rights or remedies in respect of any such mortgage or guarantee;

(8) power to acquire, hold or dispose of property in
unregistered form, or in its name without designation of fiduciary
capacity, or in the name of its nominee or any custodian, and to the
extent permitted by ERISA, to combine certificates representing
investments with certificates representing investments of the same
issue held by the Trustee in other fiduciary capacities, and to
deposit property in a depository or clearing corporation or with the
federal reserve bank in its district;

(9) power to compromise and adjust all debts or claims
due to or made against it, to participate in any plan of
reorganization, consolidation, merger, combination, liquidation or
other similar plan or any action thereunder, or any contract, lease,
mortgage, purchase, sale or other action by any corporation or other
entity;

(10) power to borrow money from any lender, in accordance
with ERISA, in any amount and upon any reasonable terms and
conditions, for purpose of this agreement, and to

-6-
<PAGE> 9
pledge or mortgage any property held in the Trust Fund to secure the
repayment of any such loan;

(11) power to deposit any such property with any
protective, reorganization or similar committee; to delegate
discretionary power to any such committee; and to pay part of the
expenses and compensation of any such committee and any assessments
levied with respect to any property so deposited;

(12) power to exercise any conversion privilege or
subscription right available in connection with any such property; to
oppose or to consent to the reorganization, consolidation, merger or
readjustment of the finances of any corporation, company or
association, or to the sale, mortgage, pledge or lease of the property
of any corporation, company or association any of the securities of
which may at any time be held in the Trust Fund and to do any act with
reference thereto, including the exercise of options, the making of
agreements or subscriptions and the payments of expenses, assessments
or subscriptions, which may be deemed necessary or advisable in
connection therewith and to hold and retain any securities or other
property which it may so acquire;

(13) power to make distributions in cash or in specific
property, real or personal, or an undivided interest therein, or
partly in cash and partly in such property;

(14) power to engage legal counsel, including counsel to
the Company or the Trustee in its individual capacity, and any other
suitable agents, and to consult with such counsel or agents with
respect to the construction of this agreement, the administration of
the Trust Fund, and the duties of the Trustee hereunder;

(15) power to commence or defend suits or legal
proceedings and to represent the Trust in all suits or legal
proceedings; to settle, compromise or submit to arbitration any
claims, debts or damages due or owing to or from the Trust, provided
that the Trustee shall notify the Committee of all such suits, legal
proceedings and claims and, except in the case of a suit, legal
proceeding or claim involving solely the Trustee's action or omissions
to act, shall obtain the written consent of the Committee before
settling, compromising or submitting to binding arbitration any claim,
suit or legal proceeding of any nature whatsoever;

-7-
<PAGE> 10
(16) power, upon the written direction of the Committee,
to enter into any contract or policy with an insurance company or
companies, for the purpose of insurance coverage or otherwise,
provided that, except as provided in Article THIRD, the Trustee shall
be the sole owner of all such contracts or policies and all such
contracts or policies shall be held as assets of the Trust Fund;

(17) power to make, execute and deliver, as Trustee, any
and all deeds, leases, notes, bonds, guarantees, mortgages,
conveyances, contracts, waivers, releases or other instruments in
writing necessary or proper for the accomplishment of any of the
foregoing powers;

(18) power to transfer assets of the Trust Fund to a
successor trustee as provided, in Article TWELFTH; and

(19) power to exercise, generally, any of the powers which
an individual owner might exercise in connection with property either
real, personal or mixed held by the Trust Fund, and to do all other
acts that the Trustee may deem necessary or proper to carry out any of
the powers set forth in this Article FOURTH or otherwise in the best
interests of the Trust Fund.

Notwithstanding the foregoing, in the event that an investment
manager is appointed pursuant to Article SECOND hereof, such investment manager
shall exercise such of the powers enumerated in this Article FOURTH and
otherwise contained in this agreement with respect to the portion of the Trust
Fund subject to its control as may be specified in the instrument under which
the investment manager was appointed.

FIFTH: Guaranteed Income Contracts. The Trustee may, at the
direction of the Committee, (i) enter into one or more contracts with legal
reserve life insurance companies, the rate of return from which is fixed by the
terms of such contracts, (ii) transfer to any such insurance companies a
portion of the Trust Fund in accordance with any such contracts, and (iii) hold
any such contracts as a part of the Trust Fund until directed otherwise by the
Committee. The Committee shall give such direction to the Trustee by delivering
to the Trustee a copy of the action of the Committee signed by at least two
members thereof, which shall specifically refer to this Article FIFTH and
direct the Trustee to so act. The Committee may direct the Trustee to (i)
request any information from any

-8-
<PAGE> 11
such insurance companies necessary or appropriate to make an investment
decision, (ii) demand or accept withdrawals or other distributions under any
such contracts, (iii) exercise or not to exercise any rights, powers,
privileges and options under any such contracts and (iv) assign, amend, modify
or terminate any such contracts. The Trustee shall take no action with respect
to any such contracts except at the direction of the Committee. The Trustee
shall incur no liability for complying with or failing to comply with any
direction of the Committee unless the Trustee's action is prima facie contrary
to ERISA or contrary to the Trustee's duties and responsibilities under this
agreement. Any insurance companies issuing any contracts as hereinabove
described may deal with the Trustee as the absolute owner of any such contracts
and need not inquire as to the authority of the Trustee to act with regard to
such contracts. Any such insurance company may accept and rely upon any
communication from the Trustee which is signed by an officer of the Trustee.
For purposes of this agreement, any such insurance company shall be considered
to be an investment manager with regard to the assets of the Plan subject to
its control. In no event shall the underlying assets of such insurance company
in which such contracts are invested be considered assets of the Plan or part
of the Trust Fund.

SIXTH: Fiduciary Standards. The Trustee (or any investment
manager appointed pursuant to Article SECOND hereof) shall (i) discharge its
duties hereunder with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims; (ii) subject to the investment funds specified in
the Plan, if any, to the extent required by ERISA diversify the investments of
the Trust so as to minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so; and (iii) discharge its
duties in accordance with the provisions of the Plan and this agreement insofar
as such provisions are consistent with ERISA.

The Trustee (or any investment manager appointed pursuant to
Article SECOND hereof) shall not engage in any transaction which it knows or
should know violates Section 406 of ERISA. Notwithstanding the foregoing, the
Trustee (or any investment manager appointed pursuant to Article SECOND hereof)
may, in accordance with any appropriate exemption provided under

-9-
<PAGE> 12
ERISA or upon the approval of the Secretary of the Department of Labor, enter
into any transaction otherwise prohibited under Section 406 of ERISA.

The Trustee shall not be responsible for the administration of
the Plan, for determining the funding policy of the Plan or the adequacy of the
Trust Fund to meet and discharge liabilities under the Plan. The Trustee shall
not be responsible for any failure of the Committee or the Company to discharge
any of their respective responsibilities with respect to the Plan nor be
required to enforce payment of any contributions to the Trust Fund.

SEVENTH: Prohibition of Diversion.

(a) At no time prior to the satisfaction of all
liabilities with respect to participants in the Plan and their beneficiaries
shall any part of the corpus or income of the Trust Fund be used for, or
diverted to, purposes other than for the exclusive benefit of such participants
and their beneficiaries. Except as provided in paragraphs (b), (c) and (d)
below, and Article THIRTEENTH, the assets of the Trust Fund shall never inure
to the benefit of the Company and shall be held for the exclusive purpose of
providing benefits to participants in the Plan and their beneficiaries.

(b) In the case of a contribution that is made by the
Company by a mistake of fact, paragraph (a) above shall not prohibit the return
to the Company of such contribution at the direction of the Committee within
one year after the payment of the contribution.

(c) If a contribution by the Company is expressly
conditioned on qualification of the Plan under Section 401 of the Code, and if
the Plan does not so quality, then paragraph (a) above shall not prohibit the
return to the Company of such contribution at the direction of the Committee
within one year after the date of denial of qualification of the Plan, to the
extent permitted by ERISA and the Code.

(d) If a contribution by the Company is expressly
conditioned upon the deductibility of the contribution under Section 404 of the
Code, then to the extent such deduction is disallowed, paragraph (a) above
shall not prohibit the return to the Company of such contribution at the
direction of the Committee, to the extent disallowed, within one year after the
date of such disallowance.

EIGHTH: Hold Harmless. To the maximum extent permitted by
ERISA and other applicable law, the Trustee shall not be liable for and the
Company shall indemnity the Trustee against,

-10-
<PAGE> 13
and agrees to hold the Trustee harmless from, all liabilities and claims
(including attorney's fees and expenses in defending against such liabilities
and claims) against the Trustee, arising from the Trustee's performance of its
duties in conformance with the terms of the Plan and this Agreement, including
any liability and claim arising with regard to the provisions of Article
SECOND, unless such liability or claim results from reckless or willful acts of
commission or omission by the Trustee. To the maximum extent permitted by ERISA
and other applicable law, the Trustee shall not be liable for acting or not
acting in accordance with any written direction of the Committee or an
investment manager designated under Article SECOND, or, where an investment
manager has been designated, failing to act in the absence of any such
direction, including, without limitation, any claim or liability that may be
asserted against the Trustee on account of failure to receive securities
purchased, or failure to deliver securities sold pursuant to orders issued by
an investment manager and the Company shall indemnity the Trustee against and
agrees to hold the Trustee harmless from, all such liabilities and claims
(including attorney's fees and expenses in defending against such liabilities
and claims). The foregoing indemnifications shall also apply to liabilities
and claims against the Trustee arising from any breach of fiduciary
responsibility by a fiduciary other than the Trustee, unless the Trustee (i)
participates knowingly in or knowingly undertakes to conceal such breach, (ii)
has enabled such fiduciary to commit such breach by its failure to exercise its
fiduciary duties under ERISA or (iii) has actual knowledge of such breach and
fails to take reasonable remedial action to remedy such breach.

NINTH: Accounts. The Trustee shall keep records of all
transactions relating to the Trust Fund, which shall be made available at all
reasonable times to persons designated by the Administrative Committee or as
may be required by law. The Trustee shall render an accounting to the Company
and the Committee at least annually. The Committee may approve such account on
behalf of itself and the Company by an instrument in writing delivered to the
Trustee. If the Committee does not file with the Trustee objections to any
such account within 120 days after its receipt, the Committee shall be deemed
to have approved such account on behalf of itself and the Company. In such
case, or upon the written approval of the Committee of any such account, the
Trustee shall, to the extent permitted by law, be discharged from all liability
to the Committee and the Company for its acts or failures to act described in
such account. Except to the extent otherwise provided in ERISA, no person,
other than the Company or the Committee, may require an accounting

-11-
<PAGE> 14
or bring any action against the Trustee with respect to the Trust Fund. The
Trustee shall render to the Committee, at least quarterly, a statement of the
Trust Fund assets and their values and, whenever a contribution is made to the
Trust Fund other than in cash, a statement of the value of such property on the
date it is received by the Trustee.

Nothing contained in this agreement or in the Plan shall
deprive the Trustee of the right to have a judicial settlement of its accounts.
In any proceeding for a judicial settlement of the Trustee's accounts, or for
instructions with regard to the Trust, the only necessary parties thereto in
addition to the Trustee shall be the Committee. If the Trustee so elects, it
may join as a party or parties defendant any other person or persons.

TENTH: Committee. The Company shall certify to the Trustee
the names of the persons from time to time constituting the Committee. All
directions to the Trustee by the Committee shall be in writing, and shall be
properly certified by a member thereof (or two members thereof if Article FIFTH
is applicable). The Trustee shall be entitled to rely without further inquiry
upon all such written directions received from the Committee.

ELEVENTH: Compensation and Expenses. The Trustee shall be
entitled to receive such reasonable compensation for its services as may be
agreed upon from time to time by the Company and the Trustee. Unless paid by
the Company, such compensation, reasonable attorneys' fees incurred in the
administration of the Trust Fund, all taxes levied or assessed against the
Trust Fund, and such other expenses as are reasonably incurred in the
administration of the Trust Fund shall be paid from the Trust Fund.

TWELFTH: Resignation of Trustee. The Trustee may resign at
any time by giving thirty (30) days written notice to the Company. The Board
of Directors of the Company may remove the Trustee at any time by giving thirty
(30) days' written notice to the Trustee. In the case of the resignation or
removal of the Trustee, the Board of Directors of the Company shall appoint a
successor trustee who shall have the same powers and duties as those conferred
upon the Trustee. Upon the resignation or removal of the Trustee and the
appointment of a successor trustee, the Trustee shall account for the
administration of the Trust Fund up to the date of its resignation or removal
in the manner provided in Article NINTH hereof and, upon the approval or deemed
approval of such account, the Trustee shall transfer to the successor trustee
all of the assets then constituting

-12-
<PAGE> 15
the Trust Fund and the Trustee shall to the maximum extent permitted by ERISA
be forever released and discharged from all liability and accountability with
respect to the propriety of its acts and transactions; provided, however, that
the Trustee may, in its sole discretion, transfer such assets prior to the
completion of such accounting if the Company agrees thereto in writing, such
writing to include such limitations on the Trustee's liability therefor as the
Trustee may deem appropriate. The term "Trustee" as used in this agreement
shall be deemed to apply to any successor trustee acting hereunder.

THIRTEENTH: Amendment. The Board of Directors of the Company
may amend all or part of this agreement at any time provided, however, that any
amendment shall not be effective until the instrument of amendment has been
agreed to and executed by the Trustee. Any such amendment or modification of
this agreement may be retroactive if necessary or appropriate to quality or
maintain the Trust as a part of a plan and trust exempt from Federal income
taxation under Sections 401(a) and 501(a) of the Code, the provisions of ERISA,
or any other applicable provisions of Federal or state law, as now in effect or
hereafter amended or adopted, and any regulations issued thereunder, including,
without limitation, any regulations issued by the United States Treasury
Department, or the United States Department of Labor.

Notwithstanding anything contained in this Article THIRTEENTH
to the contrary, no amendment shall divert any part of the Trust Fund to, and
no part of the Trust Fund shall be used for, any purpose other than for the
exclusive purpose of providing benefits to participants and their
beneficiaries; provided, however, that nothing in this Article THIRTEENTH shall
be deemed to limit or otherwise prevent the payment from the Trust Fund of
expenses and other charges as provided in Article ELEVENTH.

FOURTEENTH: Termination. This agreement and the trust hereby
created may be terminated at any time by the Board of Directors of the Company
by written notice, executed and acknowledged so as to authorize it to be
recorded in the State of New York and delivered to the Trustee. Upon receipt
of such notice of termination, the Trustee shall, after payment of all expenses
incurred in the administration of the Trust Fund and such compensation as the
Trustee may be entitled to, and upon approval of the appropriate governmental
or quasi-governmental authorities (if such approval shall be required under
applicable law or desired by the Trustee), then distribute the Trust

-13-
<PAGE> 16
Fund in cash or in kind to such persons or entities, including the Company, at
such time and in such amounts as the Committee shall direct, which direction
shall be in conformity with the provisions of the Plan and ERISA.

FIFTEENTH: Plan-To-Plan Transfers: Rollovers. The Trustee
may transfer all of the property representing a participant's vested interest
in the Plan to the trustees of any trust qualified under Section 401(a) of the
Code. The Trustee may make such a transfer only at the direction of the
Committee.

The Trustee may accept as part of the Trust Fund such property
as is acceptable to the Trustee which represents a participant's retirement
benefits transferred from a trust qualified under Section 401(a) of the Code or
transferred from the participant or an individual retirement account as a
permissible rollover under Section 402(a)(5) or 408(d)(3) of the Code. The
Trustee may accept such a transfer only at the direction of the Committee. The
amount of such benefits shall at all times be separately accounted for by the
Company. A participant shall at all times be fully vested in any property so
transferred as a rollover to the Trust Fund. Such property shall be
distributed to the participant or his beneficiary at the direction of the
Committee within the time required for distribution of his retirement benefits
under the applicable provisions of the Plan.

SIXTEENTH: Adopting Employers. An affiliated corporation of
the Company which has adopted the Plan in accordance with its terms shall
become a party to this agreement by delivering to the Company and the Trustee a
certified copy of a resolution of its board of directors to the effect that it
agrees to adopt the Plan, to become a party to this agreement, and to be bound
by all the terms and conditions of the Plan and this Agreement. The Company
shall have the sole authority to enforce this agreement on behalf of any such
affiliated corporation and the Trustee shall in no event be required to deal
with any such affiliated corporation except by dealing with the Company as its
agent. Irrespective of the number of affiliated corporations which may become
parties to this agreement, the Trustee shall in all respects invest and
administer the Trust Fund as a single fund for investment and accounting
purposes without allocation of any part of the Trust Fund as between the
Company and any such affiliated corporation.

An affiliated corporation which has adopted the Plan shall
cease to be a party to this agreement upon the Company delivering to the
Trustee a certified copy of a resolution of such

-14-
<PAGE> 17
affiliated corporation's board of directors terminating its participation in
the Plan. In such event, or in the event of the merger, consolidation, sale of
property or stock, separation, reorganization or liquidation of the Company or
of any such affiliated corporation, or in the event of the establishment,
modification or continuance of any other retirement plan which separately or in
conjunction with this Plan qualifies under Section 401(a) of the Code, the
Trustee shall continue to hold the portion of the Trust Fund which is
attributable to the participation in the Plan of the employees and their
beneficiaries affected by such termination or by such transaction, and this
agreement shall continue in force with respect to such portion, until otherwise
directed by the Committee, in accordance with the provisions of the Plan and
ERISA.

SEVENTEENTH: Alienation. No interest in the Trust Fund shall
be assignable or subject to anticipation, sale, transfer, mortgage, pledge,
charge, garnishment, attachment, bankruptcy or encumbrance or levy of any kind,
and the Trustee shall not recognize any attempt to assign, sell, transfer,
mortgage, pledge, charge, garnish, attach or otherwise encumber the same except
to the extent that such attempt is made pursuant to a court order determined by
the plan administrator to be a qualified domestic relations order, as defined
in Section 414 of the Code and Section 206 of ERISA.

EIGHTEENTH: Bond. The Trustee shall not be required to give
any bond or any other security for the faithful performance of its duties under
this agreement except as required by law.

NINETEENTH: Successors. This agreement shall be binding upon
the respective successors and assigns of the Company and the Trustee. Any
corporation 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 any person, be
and become successor Trustee hereunder.

TWENTIETH: Communications. Communications to the Company or
the Committee shall be addressed to the Company, or to the Committee in care of
the Company, as the case may be, at THE WESTERN COMPANY OF NORTH AMERICA, 515
Post Oak Boulevard, Suite 1200, Houston, Texas 77027; provided, however, that
upon the Company's written request such communications shall be sent to such
other address as the Company may specify.

-15-
<PAGE> 18
Communications to the Trustee shall be addressed to:
United States Trust Company of New York
114 West 47th Street
New York, NY 10036

Attention: Peter C. Arrighetti

provided; however, that upon the Trustee's written request, such communications
shall be sent to such other address as the Trustee may specify. No
communication shall be binding on the Trustee until it is received by the
Trustee.

TWENTY FIRST: Governing Law. This agreement shall be
construed in accordance with ERISA and, to the extent not preempted by ERISA,
the laws of the State of New York.

IN WITNESS WHEREOF the Company, the Trustee and the Prior
Trustees have executed this instrument as of the 1st day of July, 1992.

<TABLE>
<S> <C>
ATTEST:

/S/ Yvette Santiesteban By: /S/ Graham L. Adelman
- --------------------------------------------- -----------------------------------------------
Title: Compensation/Benefits Admin. Title: Senior Vice President

ATTEST: UNITED STATES TRUST COMPANY
OF NEW YORK

/S/ J.C. Webster By: /S/ Peter C. Arrighetti
- --------------------------------------------- -----------------------------------------------
Title: Title: Vice President
U.S. Trust Co. of New York
114 West 47th Street
(Corporate Seal) New York, NY 10036
</TABLE>

-16-
<PAGE> 19
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )

On the day of July 1, 1992 before me personally came Graham L.
Adelman, to me known, who being by me duly sworn, did depose and say that he
resides at 515 Post Oak Blvd.; that he is Senior Vice President of The Western
Co. of N. America, the corporation described in and which executed the
foregoing instrument; that he knows the seal of said corporation, that the seal
affixed to said instrument is such corporate seal, that it was so affixed by
order of the Board of Directors of said corporation; and that he signed his
name thereto by like order of the partnership.

/S/ Virginia S. Everett
---------------------------
Notary Public

(Notarial Seal)

-17-

<PAGE> 1
EXHIBIT 4.9

FIRST AMENDMENT TO THE
AMENDMENT AND RESTATEMENT OF TRUST AGREEMENT

WHEREAS, BJ SERVICES COMPANY ("BJ Services"), as successor to THE
WESTERN COMPANY OF NORTH AMERICA ("Western"), has become a successor party to
that certain AMENDMENT AND RESTATEMENT OF TRUST AGREEMENT (the "Trust
Agreement") dated July 1, 1992 pursuant to which United States Trust Company of
New York serves as trustee of the trust established in connection with The
Western Company Retirement Savings Plan; and

WHEREAS, BJ Services desires to assign its rights, duties and
obligations under the Trust Agreement to BJ SERVICES COMPANY, U.S.A. (the
"Company") and amend the Trust Agreement in certain other respects;

NOW, THEREFORE, subject to the consummation of the merger of Western
with and into BJ Services, the Trust Agreement shall be amended as follows,
effective April 13, 1995:

1. BJ Services hereby assigns all of its rights, duties and
obligations under the Trust Agreement to the Company. Accordingly, the term
"Company" in the Trust Agreement shall mean BJ Services Company, U.S.A.

2. The first sentence of Article TWENTIETH of the Trust Agreement
shall be deleted and the following shall be substituted therefor:

"Communications to the Company or the Committee shall be addressed to
the Company, or to the Committee in care of the Company, as the case
may be, at BJ Services Company, U.S.A., 5500 Northwest Central Drive,
Houston, Texas 77092; provided, however, upon the Company's written
request such communications shall be sent to such other address as the
Company may specify."

3. As amended hereby the Trust Agreement is specifically ratified
and reaffirmed.

<PAGE> 1
EXHIBIT 5.1

April 13, 1995

Board of Directors
BJ Services Company
5500 Northwest Central Drive
Houston, Texas 77092

Re: Registration Statement on Form S-8
The Western Company Retirement Savings Plan, as amended

Gentlemen:

We have acted as special counsel for BJ Services Company, a
Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8, dated April 13, 1995 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of the offering of up to 60,000 shares of common stock (the "Shares"),
par value $0.10 per share, of the Company pursuant to The Western Company
Retirement Savings Plan, as amended (the "Plan"), and an indeterminate number
of interests in the Plan.

As the basis for the opinion hereinafter expressed, we have
examined such statutes, regulations, corporate records and documents,
certificates of corporate and public officials and other instruments as we have
deemed necessary or advisable for the purposes of this opinion. In such
examination we have assumed the authenticity of all documents submitted to us
as originals and the conformity with the original documents of all documents
submitted to us as copies. In this opinion, the Shares include the associated
preferred share purchase rights that may be issued with the Shares pursuant to
the Stockholder Rights Agreement dated as of January 12, 1994, as amended on
June 22, 1994, and on September 22, 1994, between the Company and First Chicago
Trust Company of New York as rights agent.

Based on the foregoing and on such legal considerations as we
deem relevant, we are of the opinion that:

(1) The Shares have been duly and validly authorized by the
Company.

(2) Upon the issuance by the Company of the Shares and the
payment therefor pursuant to the Plan, the Shares will be validly issued, fully
paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to our Firm in the Registration
Statement under the heading "Interests of Named Experts and Counsel."

Very truly yours,

Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
Houston, Texas 77002

<PAGE> 1
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of BJ Services Company on Form S-8 of our report dated November 22,
1994, appearing in the Annual Report on Form 10-K of BJ Services Company for
the year ended September 30, 1994.

DELOITTE & TOUCHE LLP

Houston, Texas
April 13, 1995

<PAGE> 1
EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated June 28, 1994, which
appears on page 3 of the Annual Report of The Western Company Retirement
Savings Plan on Form 11-K for the year ended December 31, 1993. We also consent
to the reference to us under the heading "Interests of Named Experts and
Counsel" in such Registration Statement.

PRICE WATERHOUSE LLP

Houston, Texas
April 13, 1995