<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2001
                                                      REGISTRATION NO. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------


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

                                   ----------


                         OIL STATES INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            76-0476605
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                               THREE ALLEN CENTER
                           333 CLAY STREET, SUITE 3460
                              HOUSTON, TEXAS 77002
          (Address of principal executive offices, including zip code)


                                   ----------


                         OIL STATES INTERNATIONAL, INC.
                           DEFERRED COMPENSATION PLAN;
                            (Full title of the plan)

                                 CINDY B. TAYLOR
                         OIL STATES INTERNATIONAL, INC.
                               THREE ALLEN CENTER
                           333 CLAY STREET, SUITE 3460
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 652-0582
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                                 Scott N. Wulfe
                             Vinson & Elkins L.L.P.
                         1001 Fannin Street, Suite 2300
                              Houston, Texas 77002
                                 (713) 758-2222

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
===============================================================================================================================
                                                                     PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
             TITLE OF SECURITIES                  AMOUNT TO BE        OFFERING PRICE       AGGREGATE OFFERING    REGISTRATION
             TO BE REGISTERED(1)                  REGISTERED(2)         PER SHARE               PRICE(2)             FEE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>                   <C>                   <C>   
Deferred Compensation Obligations.........
Common Stock, par value $.01 per share....
                                                  -----------             ----                 -----------          ------
       Total..............................        $10,000,000             100%                 $10,000,000          $2,500
===============================================================================================================================
</TABLE>


(1)      The Deferred Compensation Obligations of the Registrant to pay deferred
         compensation in the future in accordance with the terms of the Oil
         States International, Inc. Deferred Compensation Plan.

(2)      The amount to be registered is estimated solely for the purpose of
         calculating the amount of the registration fee and includes such
         indeterminate number of shares of the Registrant's Common Stock as may
         be issued at indeterminate prices from time to time as one of the
         various investment options for participants in the Oil States
         International, Inc. Deferred Compensation Plan.



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



<PAGE>   2

                                  INTRODUCTION

         We are filing this Registration Statement because of the uncertainty as
to whether the Obligations (as defined below) would or should be considered
"securities" or be subject to registration under the Securities Act of 1933, as
amended (the "Securities Act"). The filing of this Registration Statement is not
an admission by us that the Obligations are securities or are subject to the
registration requirements of the Securities Act.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Information required by Part I, Item 1 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act and the explanatory note to Part I of Form
S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Information required by Part I, Item 2 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act and the explanatory note to Part I of Form
S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which we have filed with the Securities and
Exchange Commission, are incorporated by reference in this registration
statement:

         (a)      Our annual report on Form 10-K for the fiscal year ended
                  December 31, 2000 filed on March 30, 2001.

         (b)      Our quarterly report on Form 10-Q for the three month period
                  ended March 31, 2001 filed on May 15, 2001.

         (c)      The description of our common stock, which is contained in our
                  registration statement on Form 8-A filed on February 6, 2001
                  pursuant to Section 12 of the Exchange Act, including any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, subsequent to the effective date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement that (1) indicates that all securities registered on this
registration statement have been sold or (2) deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part of this registration statement from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this
registration statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this registration statement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Deferred Compensation Obligations registered hereunder (the
"Obligations") are our unsecured obligations to pay deferred compensation in the
future in accordance with the terms of the Oil States International, Inc.
Deferred Compensation Plan (the "Plan"), which is filed as Exhibit 4.3 to this
Registration Statement, and the Oil States International, Inc. Deferred
Compensation Plan Trust Agreement (the "Trust Agreement"), a form of 



                                      -2-

<PAGE>   3

which consistent in all material respects to the Trust Agreement is filed as
Exhibit 4.4 to this Registration Statement. Such exhibits set forth a
description of the Obligations and are incorporated herein by reference in their
entirety in response to this Item 4, pursuant to Rule 411(b)(3) under the
Securities Act of 1933.

         No participant under the Plan shall have any preferred claim to, or any
beneficial ownership interest in, any assets which are subject to the trust
established by the Trust Agreement (the "Trust"). All such assets are subject to
the claims of our creditors until they are paid out of the Trust to the
participants in accordance with the terms of the Plan. The Plan provides that
the Obligations of our subsidiaries are separate and will be administered by
separate sub-trusts for each subsidiary. The sub-trusts will be substantially
similar to the Trust Agreement.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Section 145 further provides that a corporation similarly may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which he shall have been adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

         Section 145 also provides that to the extent a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         Furthermore, Section 145 provides that nothing in the above-described
provisions shall be deemed exclusive of any other rights to indemnification or
advancement of expenses to which any person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

         Our Bylaws generally provide for the indemnification of any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceedings, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact that such
person is or was a director or officer of our company or a constituent
corporation absorbed in a consolidation or merger, or is or was serving at the
request of our company or a constituent corporation absorbed in a consolidation
or merger, as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee



                                      -3-

<PAGE>   4

benefit plans, against expenses (including attorneys' fees), liability and loss
actually and reasonably incurred or suffered by such person in connection with
such proceeding, whether or not the indemnified liability arises or arose from
any threatened, pending or completed proceeding by or in the right of our
company, except to the extent that such indemnification is prohibited by
applicable law. Our Bylaws also provide that such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
as a matter of law or under any bylaw, agreement, vote of stockholders or
otherwise.

         As permitted by Section 102(b)(7) of the DGCL, our Amended and Restated
Certificate of Incorporation provides that directors of our company shall have
no personal liability to our company or our stockholders for monetary damages
for breach of fiduciary duty as a director, except (1) for any breach of the
director's duty of loyalty to our company or our stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (3) under Section 174 of the DGCL (pertaining to certain
prohibited acts including unlawful payment of dividends or unlawful purchase or
redemption of the corporation's capital stock) or (4) for any transaction from
which a director derived an improper personal benefit.

         In addition, we have entered into indemnity agreements with our
directors and executive officers containing provisions which are in some
respects broader than the specific indemnification provisions contained in the
DGCL. The U.S. and international purchase agreements that we have entered into
in connection with our initial public offering also contain certain provisions
for the indemnification against certain civil liabilities under the Securities
Act of our directors and certain of our officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Unless otherwise indicated below as being incorporated by reference to
another document that we have filed with the Commission, each of the following
exhibits is filed herewith:

         4.1      Amended and Restated Certificate of Incorporation of Oil
                  States International, Inc. (filed with the Commission as
                  Exhibit 3.1 to our Form 10-K filed on March 30, 2001 and
                  incorporated herein by reference)

         4.2      Amended and Restated Bylaws of Oil States International, Inc.
                  (filed with the Commission as Exhibit 3.2 to our Form 10-K
                  filed on March 30, 2001 and incorporated herein by reference)

         4.3      Oil States International, Inc. Deferred Compensation Plan

         4.4      Form of Oil States International, Inc. Deferred Compensation
                  Plan Trust Agreement

         5.1      Opinion of Vinson & Elkins L.L.P.

         23.1     Consent of Ernst & Young LLP

         23.2     Consent of Arthur Andersen LLP (Dallas, Texas)

         23.3     Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)

         23.4     Consent of PricewaterhouseCoopers LLP (Calgary, Alberta)

         23.5     Consent of Ernst & Young LLP 

         23.6     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

         24.1     Powers of Attorney (included on the signature page to this
                  registration statement)



                                      -4-

<PAGE>   5

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:

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

              (b) To reflect in the prospectus any facts or events arising after
         the effective date of this 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 this registration statement; and

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

provided, however, that the undertakings set forth in paragraphs (1)(a) and
(1)(b) above do not apply if 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 this registration statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act, 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.

         (4) That, for the purposes of determining any liability under the
     Securities Act, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant to Section
     15(d) of the Exchange Act) 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.

         (5) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act 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 and will be governed by
     the final adjudication of such issue.



                                      -5-

<PAGE>   6

                                   SIGNATURES

         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 12th day of June,
2001.

                                       OIL STATES INTERNATIONAL, INC.



                                       By: /s/ Douglas E. Swanson
                                          --------------------------------------
                                           Douglas E. Swanson
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Cindy B. Taylor and/or Douglas E.
Swanson, each and individually, his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments or
post-effective amendments to this registration statement on Form S-8, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and ratifying and confirming all that
such attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

     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 12th day of June, 2001.


<TABLE>
<CAPTION>
                       SIGNATURE                                                 TITLE
                       ---------                                                 -----
<S>                                                          <C>
                /s/ Douglas E. Swanson                       President, Chief Executive Officer and Director
--------------------------------------------------------     (Principal Executive Officer)
                  Douglas E. Swanson                         

                  /s/ Cindy B. Taylor                        Chief Financial Officer
--------------------------------------------------------     (Principal Financial Officer)
                    Cindy B. Taylor                          

                 /s/ Robert W. Hampton                       Vice President - Finance and Accounting
--------------------------------------------------------     (Principal Accounting Officer)
                   Robert W. Hampton                         

                   /s/ L.E. Simmons                          Chairman of the Board
--------------------------------------------------------
                     L.E. Simmons

                  /s/ Martin Lambert                         Director
--------------------------------------------------------
                    Martin Lambert

                   /s/ Mark G. Papa                          Director
--------------------------------------------------------
                     Mark G. Papa

                 /s/ Gary L. Rosenthal                       Director
--------------------------------------------------------
                   Gary L. Rosenthal

                  /s/ Andrew L. Waite                        Director
--------------------------------------------------------
                    Andrew L. Waite

                 /s/ Stephen A. Wells                        Director
--------------------------------------------------------
                   Stephen A. Wells
</TABLE>





<PAGE>   7

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                            DESCRIPTION
       -------                           -----------
<S>               <C>
         4.1      Amended and Restated Certificate of Incorporation of Oil
                  States International, Inc. (filed with the Commission as
                  Exhibit 3.1 to our Form 10-K filed on March 30, 2001 and
                  incorporated herein by reference)

         4.2      Amended and Restated Bylaws of Oil States International, Inc.
                  (filed with the Commission as Exhibit 3.2 to our Form 10-K
                  filed on March 30, 2001 and incorporated herein by reference)

         4.3      Oil States International, Inc. Deferred Compensation Plan

         4.4      Form of Oil States International, Inc. Deferred Compensation
                  Plan Trust Agreement

         5.1      Opinion of Vinson & Elkins L.L.P.

         23.1     Consent of Ernst & Young LLP

         23.2     Consent of Arthur Andersen LLP (Dallas, Texas)

         23.3     Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)

         23.4     Consent of PricewaterhouseCoopers LLP (Calgary, Alberta)

         23.5     Consent of Ernst & Young LLP

         23.6     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

         24.1     Powers of Attorney (included on the signature page to this
                  registration statement)
</TABLE>






<PAGE>   1
                                                                     EXHIBIT 4.3




                         OIL STATES INTERNATIONAL, INC.

                           DEFERRED COMPENSATION PLAN

                                (FIRST AMENDMENT)




<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
ARTICLE                                                                                 PAGE
-------                                                                                 ----    
<S>               <C>                                                                   <C>          
I        -        Definitions and Construction                                           I-1

II       -        Participation                                                         II-1

III      -        Account Credits and Allocations of Income or Loss                     II-1

IV       -        Deemed Investment of Funds                                            IV-1

V        -        Vested Interests                                                       V-1

VI       -        In-Service Distributions                                              VI-1

VII      -        Termination Benefits                                                 VII-1

VIII     -        Administration of the Plan                                           III-1

IX       -        Administration of Funds                                               IX-1

X        -        Nature of the Plan                                                     X-1

XI       -        Miscellaneous                                                         XI-1
</TABLE>




                                      (i)

<PAGE>   3


                         OIL STATES INTERNATIONAL, INC.

                           DEFERRED COMPENSATION PLAN


                              W I T N E S S E T H :


         WHEREAS, OIL STATES INTERNATIONAL, INC. (the "Company") has adopted the
OIL STATES INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN, hereinafter referred
to as the "PLAN," to provide its directors and certain of its employees with the
ability to electively defer, on a before-tax basis, compensation until the
termination of their employment relationship with the Company and its
Subsidiaries; and

         WHEREAS, the Plan provides that it may be amended by the Committee;

         NOW, THEREFORE, the Committee hereby amends the Plan, as set forth
herein, effective July 1, 2001.



                                      (ii)

<PAGE>   4

                                       I.

                          DEFINITIONS AND CONSTRUCTION

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

(1)   ACCOUNT(s): A Member's Company Account and/or Deferral Account, including
      the amounts credited thereto.

(2)   ANNUAL RETAINER: The annual retainer payable in cash by the Company to a
      member of its Board.

(3)   BASE SALARY: The base rate of pay payable in cash by the Company to or for
      the benefit of a Member who is an employee of the Company for services
      rendered while a Member.

(4)   CODE: The Internal Revenue Code of 1986, as amended.

(5)   COMMITTEE: The administrative committee appointed by the Compensation
      Committee to administer the Plan.

(6)   COMMITTEE FEES: The cash fees payable to a Director for attending regular
      or special meetings of a committee of the Board of Directors of Oil States
      International, Inc.

(7)   COMPANY: Oil States International, Inc. and any Subsidiary which adopts
      the Plan pursuant to the provisions of Section 2.3.

(8)   COMPANY ACCOUNT: An individual account for each Member who is an employee
      to which is credited with the Company Deferrals made on his behalf
      pursuant to Section 3.2 and which is credited (or debited) for such
      account's allocation of net income (or net loss) as provided in Section
      3.3.

(9)   COMPANY DEFERRALS: Deferrals made by the Company on a Member's behalf
      pursuant to Section 3.2.

(10)  COMPENSATION: A Member's Base Salary, Incentive Pay, Annual Retainer
      and/or Committee Fees, as applicable.

(11)  COMPENSATION COMMITTEE: The Compensation Committee of the Board of
      Directors of Oil States International, Inc.


                                      i-1

<PAGE>   5

(12)  DEFERRAL ACCOUNT: An individual account for each Member to which is
      credited his Compensation deferrals pursuant to Section 3.1 and which is
      credited (or debited) for such account's allocation of net income (or net
      loss) as provided in Section 3.3.

(13)  DIRECTOR: A member of the Board of Directors of Oil States International,
      Inc. who is not an employee of the Company or a Subsidiary.

(14)  ELECTION DATE: The first day of each Plan Year; provided, however, with
      respect to an individual who first becomes eligible to participate in the
      Plan after the beginning of a Plan Year, his Election Date shall be the
      30th day following the date he is notified that he first became eligible
      or such shorter period as may be established by the Committee.

(15)  FUNDS: The investment funds designated from time to time for the deemed
      investment of Accounts pursuant to Article IV.

(16)  INCENTIVE PAY: Bonuses and other forms of incentive payments as determined
      from time to time by the Compensation Committee, that are payable in cash
      by the Company to or for the benefit of a Member for services rendered
      while a Member.

(17)  MEMBER: Each individual who has become a Member pursuant to Article II.

(18)  PLAN: The Oil States International, Inc. Deferred Compensation Plan, as
      amended from time to time.

(19)  PLAN YEAR: The calendar year; however, the initial Plan Year shall be a
      short year beginning July 1, 2001.

(20)  RETIREMENT: A termination of employment with the Company and its
      Subsidiaries, other than due to death, after (i) reaching age 55 or (ii)
      completing 20 or more years of service; provided, however, with respect to
      a Member who is a Director, "Retirement" shall mean ceasing to be a member
      of the Board of Directors after reaching age 55, other than due to death.

(21)  SUBSIDIARY: Any corporation that is a "subsidiary corporation" of the
      Company within the meaning of section 424(f) of the Code and any other
      entity that would be such a "subsidiary corporation" if the entity were a
      corporation.

(22)  TRUST: The trust or agency relationship, if any, established under the
      Trust Agreement.

(23)  TRUST AGREEMENT: The trust or agency agreement, if any, entered into
      between the Company and the Trustee pursuant to Article X.


                                      I-2

<PAGE>   6


(24)  TRUST FUND: The funds and properties, if any, held pursuant to the
      provisions of the Trust Agreement, together with all income, profits and
      increments thereto.

(25)  TRUSTEE: The trustee(s) or agent(s), as the case may be, qualified and
      acting under the Trust Agreement at any time.

(26)  UNFORESEEABLE FINANCIAL EMERGENCY: An unexpected need of a Member for cash
      that (i) arises from a sudden and unexpected illness or accident of the
      Member or of a dependent of a Member, loss of the Member's property due to
      casualty, or similar extraordinary and unforeseeable circumstances arising
      as a result of events beyond the control of such Member and (ii) would
      result in severe financial hardship to such Member if his Compensation
      deferral election was not canceled pursuant to Section 3.1(c) and/or if a
      benefit payment pursuant to Section 6.1 was not permitted. Cash needs
      arising from foreseeable events, such as the purchase of a house or
      education expenses for children, shall not be considered to be the result
      of an Unforeseeable Financial Emergency. Further, cash needs which may be
      relieved (a) through reimbursement or compensation by insurance or
      otherwise, or (b) by liquidation of the Member's assets, to the extent the
      liquidation of such assets would not itself cause severe financial
      hardship, or (c) by cessation of deferrals under the Plan shall not be
      considered to be Unforeseeable Financial Emergencies.

(27)  VALUATION DATES: Each business day on which the principal securities
      markets are open. For purposes of effecting all Plan transactions, e.g.,
      withdrawals, distributions and investment fund changes, the Valuation Date
      for any such transaction shall be the date on which the assets of the
      Trust Fund allocated to the affected Account are debited or credited, as
      the case may be. If there is no Trust Fund, the applicable Valuation Date
      shall be the date determined by the Committee.

         1.2 NUMBER AND GENDER. Wherever appropriate herein, words used in the
singular shall be considered to include the plural and words used in the plural
shall be considered to include the singular. The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine gender.

         1.3 HEADINGS. The headings of Articles and Sections herein are included
solely for convenience, and if there is any conflict between such headings and
the text of the Plan, the text shall control. The terms "Trust", "Trustee", and
"Trust Agreement" shall not be controlling as to the status of a relationship or
agreement being an agency or trust arrangement. Such terms are used herein for
descriptive convenience only.



                                      I-3

<PAGE>   7


                                       II.

                                  PARTICIPATION

         2.1 PARTICIPATION. Prior to each Election Date, the Committee, in its
sole discretion, shall select and notify those management or highly compensated
employees of the Company who shall be eligible to become Members as of such
Election Date. However, only employees who are members of a "select group of
management or highly compensated employees," within the meaning of Section 201
of ERISA, shall be eligible to participate. Each Director shall automatically be
eligible to become a Member and shall be so notified by the Committee prior to
the Election Date. Each such eligible person may become a Member on such
Election Date by executing and filing with the Committee, prior to such Election
Date, the Compensation deferral election form prescribed by the Committee for
the Plan. Subject to the above ERISA requirements and the provisions of Section
2.2, a Member shall remain eligible to defer Compensation hereunder and receive
an allocation of Company Deferrals, if any, for each Plan Year following his
initial year of participation in the Plan.

         2.2 CESSATION OF ACTIVE PARTICIPATION. Notwithstanding any provision
herein to the contrary, an individual who has become a Member of the Plan, other
than a Director, shall cease to be entitled to defer Compensation hereunder or
receive an allocation of Company Deferrals, if any, effective as of any date
designated by the Committee. Any such Committee action shall be communicated to
the affected individual prior to the effective date of such action. Such an
individual may again become entitled to defer Compensation hereunder and receive
an allocation of Company Deferrals, if any, beginning on any subsequent Election
Date selected by the Committee in its sole discretion.

         2.3 ADOPTING SUBSIDIARIES. It is contemplated that Subsidiaries of the
Company may adopt this Plan. Any Subsidiary, whether or not presently existing,
may become a party hereto by appropriate action of its officers and the approval
of the Committee, but without the need for approval of its board of directors or
of the Compensation Committee. The provisions of the Plan shall apply equally to
each Company and its employees in the same manner as is expressly provided for
Oil States International, Inc. and its employees, except that the power to
appoint or otherwise affect the Committee and the Trustee and the power to amend
or terminate the Plan or amend the Trust Agreement shall be exercised by the
Compensation Committee or Committee alone. Transfer of employment among
Companies and Subsidiaries shall not be considered a termination of employment
hereunder. Any Company may, by appropriate action of its officers without the
need for approval of its board of directors or the Committee or the Compensation
Committee, terminate its participation in the Plan. Moreover, the Committee may,
in its discretion, terminate a Company's (other than Oil States International's)
Plan participation at any time.



                                      II-1

<PAGE>   8


                                      III.

                ACCOUNT CREDITS AND ALLOCATIONS OF INCOME OR LOSS

         3.1      MEMBER DEFERRALS.

                  (a) For each Plan Year (or applicable part thereof) a Member
may elect to defer any dollar amount (if an employee of the Company) or an
integral percentage of from 1% to 100% of his (i) Base Salary, (ii) Incentive
Pay, (iii) Annual Retainer and/or (iv) Committee Fees, as applicable, less any
required withholding taxes and payroll deductions elected by the individual.
Compensation for a Plan Year not so deferred by such election shall be received
by such Member in cash. If approved by the Committee, a deferral election may
provide for different levels of deferrals to be made at different times during
the year, or upon the occurrence of a specified date or event during the year,
"stair-stepped" elections, and different elections for different forms of
compensation. A Member's election to defer an amount of his Compensation
pursuant to this Section shall be made by executing a Compensation deferral
election form pursuant to which the Member authorizes the Company to reduce his
Compensation in the elected amount and the Company, in consideration thereof,
agrees to credit an equal amount to such Member's Deferral Account maintained
under the Plan. Compensation deferrals made by a Member shall be credited to
such Member's Deferral Account as of a date determined in accordance with
procedures established from time to time by the Committee; provided, however,
that such deferrals shall be credited to the Member's Deferral Account no later
than 30 days after the date upon which the Compensation deferred would have been
received by such Member in cash if he had not elected to defer such amount
pursuant to this Section 3.1. The reduction in a Member's Compensation for a
Plan Year pursuant to his Compensation deferral election shall be effected by
Compensation reductions within such Plan Year (or with respect to Incentive Pay
for a Plan Year, the date it is scheduled to be paid even if after the close of
such Plan Year) following the effective date of such election.

                  (b) A Member's Compensation deferral election shall become
effective as of the Election Date which is on or after the election is executed
by the Member and filed with the Company. Except as provided below, a Member's
Compensation deferral election shall remain in force and effect for the entire
Plan Year to which such election relates.

                  (c) In the event that the Committee, upon written petition of
a Member, determines in its sole discretion that such Member has suffered an
Unforeseeable Financial Emergency or that such Member will, absent termination
of such Member's Compensation deferral election then in effect, suffer an
Unforeseeable Financial Emergency, then such Member's Compensation deferral then
in effect, if any, shall be terminated with respect to future Compensation as
soon as administratively practicable after such determination. A Member whose
Compensation deferral election has been so terminated may again elect to defer a
portion of his Compensation, 


                                     III-1

<PAGE>   9

effective as of any subsequent Election Date that is at least twelve months
after the effective date of such termination, by executing and delivering to the
Company a new Compensation deferral election prior to such Election Date.

                  (d) [Prior to January 1, 2002 this paragraph (d) shall apply
only to those Members who are eligible to participate in the Oil States
Industries, Inc. Retirement Plan.] Notwithstanding anything in this Plan to the
contrary, a Member who is an employee of the Employer must irrevocably elect, at
the time of making a deferral under this Plan for a Plan Year, either (i) to
have transferred to the Company's 401(k) plan from his deferrals for such Plan
Year (but only from deferrals that the Member could have deferred directly to
the 401(k) plan) an amount equal to the lesser of (a) the maximum amount that
such Member could contribute to the 401(k) plan that Plan Year as a 401(k)
Contribution, subject to the limitations of Sections 401(k), 401(m), 402(g) and
415 of the Internal Revenue Code and the terms of the 401(k) plan, less any
401(k) contributions already made to the 401(k) plan that Plan Year by the
Member, or (b) the Member's deferrals under this Plan for that Plan Year (but in
either case without earnings, gains or losses allocable thereto under this Plan)
(the "401(k) Amount") or (ii) to have such 401(k) Amount returned to the Member
in cash. Such transfer or return of the 401(k) Amount, as the case may be, shall
be made within 2 1/2 months of the end of the Plan Year or, if earlier, the
Member's termination of employment. If a Member fails to make the election
required hereunder, he shall be deemed to have irrevocably elected to transfer
the 401(k) Amount to the 401(k) plan. The Company shall be bound by a Member's
election or deemed election.

         3.2      COMPANY DEFERRALS.

                  (a) As of any date(s) selected by the Committee, the Company
may credit a Member's Company Account with such amount, if any, as the Company
shall determine in its sole discretion, including, without limitation, amounts
intended to make the Member "whole" had the Member participated in the Company's
401(k) plan and determined without regard to any limitations on benefits under
such 401(k) plan. Such credits may be made on behalf of some Members but not
others, and such credits may vary in amount among individual Members.

                  (b) Any Company matching contributions made under this Plan
with respect to the 401(k) Amount shall automatically be transferred (but
without earnings, gains or losses allocable thereto under this Plan) to the
Company's 401(k) plan at the same time as the 401(k) Amount is transferred to
such plan; provided, however, in no event shall the rate of such transferred
Company matching contributions exceed the matching rate under the 401(k) plan
and the transfer of matching amounts shall be subject to the terms of the 401(k)
plan, including the limitations of Sections 401(m) and 415 of the Internal
Revenue Code.



                                     III-2

<PAGE>   10


         3.3      ALLOCATION OF NET INCOME OR LOSS AND CHANGES IN VALUE AMONG 
                  ACCOUNTS.

                  (a) As of each Valuation Date, the Committee shall cause to be
determined the net income (or net loss) of each Fund for the period elapsed
since the next preceding Valuation Date. The net income (or net loss) of each
Fund since the next preceding Valuation Date shall be ascertained by the
Committee or its designee in such manner as it deems appropriate, provided that
such determination shall include any net increase or net decrease (whether or
not realized) in the value of the assets of each such Fund since the next
preceding Valuation Date, and may include expenses of administering the Fund,
the Trust and the Plan.

                  (b) For purposes of allocations of net income (or net loss),
each Member's Accounts (or subaccounts) shall be divided into subaccounts to
reflect such Member's deemed investment designation in a particular Fund or
Funds pursuant to Article IV. As of each Valuation Date, the net income (or net
loss) of each Fund, separately and respectively, shall be allocated among the
corresponding subaccounts of the Members who had such corresponding subaccounts
on the next preceding Valuation Date, and each such corresponding subaccount
shall be credited with (or debited for) that portion of such net income (or net
loss) that the value of each such corresponding subaccount on such next
preceding Valuation Date was of the value of all such corresponding subaccounts
on such date; provided, however, that the value of such subaccounts as of the
next preceding Valuation Date shall be reduced by the amount of any payments
debited thereto in accordance with Section 7.4 since the next preceding
Valuation Date.

                  (c) So long as there is any balance in any Account, such
Account shall continue to receive allocations pursuant to this Section.


                                     III-3

<PAGE>   11


                                       IV.

                           DEEMED INVESTMENT OF FUNDS

         Each Member shall designate, in accordance with the procedures
established from time to time by the Committee, the manner in which the amounts
allocated to his Accounts shall be deemed to be invested from among the Funds
made available from time to time for such purpose by the Committee. Such Member
may designate one of such Funds for the deemed investment of all the amounts
allocated to his Accounts or he may split the deemed investment of the amounts
allocated to his Accounts between such Funds in such increments as the Committee
may prescribe. If a Member fails to make a proper designation, then his Accounts
shall be deemed to be invested in the Fund or Funds designated by the Committee
from time to time in a uniform and nondiscriminatory manner.

         A Member may change his deemed investment designation for future
amounts to be allocated to his Accounts. Any such change shall be made in
accordance with the procedures established by the Committee, and the frequency
of such changes may be limited by the Committee.

         A Member may elect to convert his deemed investment designation with
respect to the amounts already allocated to his Accounts. Any such conversion
shall be made in accordance with the procedures established by the Committee,
and the frequency of such conversions may be limited by the Committee.

         Notwithstanding anything herein to the contrary, (i) at any time the
Committee may change the Funds made available for purposes of the Plan,
including "freezing" and deleting current Funds and (ii) if a phantom Company
stock fund is a Fund offered under the Plan, the Committee may impose such
restrictions on investments with respect to such Fund as the Committee deems
appropriate, including, without limitation, limitations on the frequency of
transfers, withdrawals, distributions, and pre-approvals of transactions with
respect to such Fund with the Company's securities compliance officer and in no
event may the 401(k) Amount be invested in the Company stock fund.


                                      IV-1

<PAGE>   12

                                       V.

                                VESTED INTERESTS

         5.1      ACCOUNTS.  A Member shall have a 100% vested (nonforfeitable) 
interest in his Accounts at all times.




                                      V-1

<PAGE>   13


                                       VI.

                            IN-SERVICE DISTRIBUTIONS

         6.1 EMERGENCY BENEFIT. In the event that the Committee, upon written
petition of a Member, determines in its sole discretion that such Member has
suffered an Unforeseeable Financial Emergency, such Member shall be entitled to
a benefit in an amount not to exceed the lesser of (1) the amount determined by
the Committee as necessary to meet such Member's needs created by the
Unforeseeable Financial Emergency, or (2) the then value of such Member's
Account(s). Such benefit shall be paid in a single lump sum, cash payment as
soon as administratively practicable after the Committee has made its
determinations with respect to the availability and amount of such benefit. If a
Member's Account(s) are deemed to be invested in more than one Fund, such
benefit shall be distributed pro rata from each Fund in which such Account(s)
are deemed to be invested, but excluding the Company stock fund. No withdrawals
shall be permitted from the Company stock fund.

         6.2 RESTRICTION ON IN-SERVICE DISTRIBUTIONS. This Article VI shall not
be applicable to a Member following his termination with the Company and its
Subsidiaries, and the amounts credited to such Member's Accounts shall be
payable to such Member in accordance with the provisions of Article VII.



                                      VI-1

<PAGE>   14


                                      VII.

                              TERMINATION BENEFITS

         7.1 AMOUNT OF BENEFIT. Upon a Member's termination with the Company and
all of its Subsidiaries for any reason, or, with respect to a Member who is a
Director, upon such Member ceasing to be a Director, the Member, or, in the
event of the death of the Member, the Member's designated beneficiary, shall be
entitled to a single lump sum payment equal in value to the Member's balance in
his Accounts or, if eligible to receive his Accounts in installment payments
pursuant to Section 7.5.

         7.2 TIME OF PAYMENT. Payment of a Member's benefit under Section 7.1
shall be made or begin as soon as administratively practicable after the
Valuation Date coincident with or next succeeding the termination date of the
Member. Notwithstanding the foregoing, no distribution shall be made from the
Company stock fund to a Member who would be subject to liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, with respect to such
distribution until such time as the distribution would not result in such
liability.

         7.3      DESIGNATION OF BENEFICIARIES.

                  (a) Each Member shall have the right to designate the
beneficiary or beneficiaries to receive payment of his benefit in the event of
his death. Each such designation shall be made by executing the beneficiary
designation form prescribed by the Committee and filing same with the Committee.
Any such designation may be changed at any time by execution of a new
designation in accordance with this Section.

                  (b) If no such designation is on file with the Committee at
the time of the death of the Member or such designation is not effective for any
reason as determined by the Committee, then the designated beneficiary or
beneficiaries to receive such benefit shall be as follows:

                           (1) If a Member leaves a surviving spouse, his
         benefit shall be paid to such surviving spouse; and

                           (2) If a Member leaves no surviving spouse, his
         benefit shall be paid to such Member's executor or administrator, or to
         his heirs at law if there is no administration of such Member's estate.

         7.4 PAYMENT OF BENEFITS. To the extent the Trust Fund has sufficient
assets, the Trustee shall pay benefits to Members or their beneficiaries, except
to the extent the Company pays the benefits directly and provides adequate
evidence of such payment to the Trustee. To the extent the Trustee does not or
cannot pay benefits out of the Trust Fund, the benefits shall be paid by the




                                     VII-1

<PAGE>   15

Company. Any benefit payments made to a Member or for his benefit pursuant to
any provision of the Plan shall be debited to such Member's Accounts. All
benefit payments shall be made in cash to the fullest extent practicable.

         7.5      FORMS OF BENEFIT PAYMENTS.

                  (a) All benefits shall be paid in cash in one of the following
forms as elected by the Member:

                           (i)  a single lump sum payment; or

                           (ii) if his termination is due to his Retirement, in
         annual installment payments (e.g., 1/10, 1/9, etc. of the Account
         balance on the installment payment date) for a term certain not to
         exceed 10 years (as designated by the Member) beginning on the first of
         the month or as soon as reasonably practical following his Retirement
         and on each anniversary of such month. In the event of such Member's
         death prior to the end of the designated installment term, any unpaid
         balance shall be paid in a lump sum to his designated beneficiary. If
         the Member terminates prior to his Retirement, distribution
         automatically shall be in a lump sum.

                  (b) A Member may elect, on the form prescribed by the
Committee, one of the above forms of payment. Such election must be made not
later than one year prior to the date such Member terminates. An election shall
apply to all of the Member's Accounts. In the event a Member fails to elect the
form in which his benefit payments are to be made prior to such date, such
benefits shall be paid to such Member in the form of a single lump sum.

                  (c) With the consent of the Committee, a Member may change his
elected form of benefit payment with respect to all of his Accounts, provided,
that, no such change shall be effective if made within 12 months of the date
such Member's employment terminates.

         7.6 CASH-OUT OF BENEFIT. The Committee, in its sole discretion, may
accelerate the payment of a terminated Member's Accounts at any time,
notwithstanding the form of benefit payment elected by the Member.

         7.7 UNCLAIMED BENEFITS. In the case of a benefit payable on behalf of a
Member, if the Committee is unable to locate the Member or beneficiary to whom
such benefit is payable, upon the Committee's determination thereof, such
benefit shall be forfeited to the Company. Notwithstanding the foregoing, if
subsequent to any such forfeiture the Member or beneficiary to whom such benefit
is payable makes a valid claim for such benefit, such forfeited benefit shall be
restored to the Plan by the Company.


                                     VII-2

<PAGE>   16


                                      VIII.

                           ADMINISTRATION OF THE PLAN

         8.1 APPOINTMENT OF COMMITTEE. The general administration of the Plan
shall be vested in the Committee which shall be appointed by the Compensation
Committee and shall consist of one or more persons. Any individual, whether or
not an employee of the Company, is eligible to become a member of the Committee.

         8.2 TERM, VACANCIES, RESIGNATION, AND REMOVAL. Each member of the
Committee shall serve until he resigns, dies, or is removed by the Compensation
Committee. At any time during his term of office, a member of the Committee may
resign by giving written notice to the Compensation Committee and the Committee,
such resignation to become effective upon the appointment of a substitute member
or, if earlier, the lapse of thirty days after such notice is given as herein
provided. At any time during his term of office, and for any reason, a member of
the Committee may be removed by the Compensation Committee with or without
cause, and the Compensation Committee may in its discretion fill any vacancy
that may result therefrom. Any member of the Committee who is an employee of the
Company shall automatically cease to be a member of the Committee as of the date
he ceases to be employed by the Company or any Subsidiary.

         8.3 SELF-INTEREST OF MEMBERS. No member of the Committee shall have any
right to vote or decide upon any matter relating solely to himself under the
Plan or to vote in any case in which his individual right to claim any benefit
under the Plan is particularly involved. In any case in which a Committee member
is so disqualified to act and the remaining members cannot agree, the
Compensation Committee shall appoint a temporary substitute member to exercise
all the powers of the disqualified member concerning the matter in which he is
disqualified.

         8.4 COMMITTEE POWERS AND DUTIES. The Committee shall supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof and shall have all powers necessary to accomplish these purposes,
including, but not by way of limitation, the right, power, authority, and duty:

                  (a) To make rules, regulations, and bylaws for the
         administration of the Plan that are not inconsistent with the terms and
         provisions hereof, and to enforce the terms of the Plan and the rules
         and regulations promulgated thereunder by the Committee;

                  (b) To construe in its discretion all terms, provisions,
         conditions, and limitations of the Plan;


                                     VIII-1

<PAGE>   17


                  (c) To correct any defect or to supply any omission or to
         reconcile any inconsistency that may appear in the Plan in such manner
         and to such extent as it shall deem in its discretion expedient to
         effectuate the purposes of the Plan;

                  (d) To employ and compensate such accountants, attorneys,
         investment advisors, and other agents, employees, and independent
         contractors as the Committee may deem necessary or advisable for the
         proper and efficient administration of the Plan;

                  (e) To determine in its discretion all questions relating to
         eligibility;

                  (f) To determine whether and when there has been a termination
         of a Member's employment with the Company and its Subsidiaries;

                  (g) To make a determination in its discretion as to the right
         of any person to a benefit under the Plan and to prescribe procedures
         to be followed by distributees in obtaining benefits hereunder;

                  (h) To receive and review reports from the Trustee as to the
         financial condition of the Trust Fund, including its receipts and
         disbursements; and

                  (i) To establish or designate Funds as investment options as
         provided in Article IV.

         8.5 CLAIMS REVIEW. In any case in which a claim for Plan benefits of a
Member or beneficiary is denied or modified, the Committee shall furnish written
notice to the claimant within ninety days (or within 180 days if additional
information requested by the Committee necessitates an extension of the
ninety-day period), which notice shall:

                  (a) State the specific reason or reasons for the denial or
         modification;

                  (b) Provide specific reference to pertinent Plan provisions on
         which the denial or modification is based;

                  (c) Provide a description of any additional material or
         information necessary for the Member, his beneficiary, or
         representative to perfect the claim and an explanation of why such
         material or information is necessary; and

                  (d) Explain the Plan's claim review procedure as contained
         herein.

In the event a claim for Plan benefits is denied or modified, if the Member, his
beneficiary, or a representative of such Member or beneficiary desires to have
such denial or modification reviewed, he must, within sixty days following
receipt of the notice of such denial or modification, submit a 

                                     VIII-2

<PAGE>   18

written request for review by the Committee of its initial decision. In
connection with such request, the Member, his beneficiary, or the representative
of such Member or beneficiary may review any pertinent documents upon which such
denial or modification was based and may submit issues and comments in writing.
Within sixty days following such request for review the Committee shall, after
providing a full and fair review, render its final decision in writing to the
Member, his beneficiary or the representative of such Member or beneficiary
stating specific reasons for such decision and making specific references to
pertinent Plan provisions upon which the decision is based. If special
circumstances require an extension of such sixty-day period, the Committee's
decision shall be rendered as soon as possible, but not later than 120 days
after receipt of the request for review. If an extension of time for review is
required, written notice of the extension shall be furnished to the Member,
beneficiary, or the representative of such Member or beneficiary prior to the
commencement of the extension period.

         8.6 COMPANY TO SUPPLY INFORMATION. The Company shall supply full and
timely information to the Committee, including, but not limited to, information
relating to each Member's Compensation, termination of employment and such other
pertinent facts as the Committee may require. The Company shall advise the
Trustee of such of the foregoing facts as are deemed necessary for the Trustee
to carry out the Trustee's duties under the Plan and the Trust Agreement. When
making a determination in connection with the Plan, the Committee shall be
entitled to rely upon the aforesaid information furnished by the Company.

         8.7 BINDING ARBITRATION. If, after fully utilizing the claims review
procedure set forth in Section 8.5 above, a controversy continues to exist with
respect to a claim for Plan benefits of a Member or beneficiary, either the
Member (or his beneficiary) or the Company shall submit the claim to arbitration
in accordance with the Employee Benefit Plan Claims Arbitration Rules of the
American Arbitration Association and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The
arbitrator will not have the power to add to or ignore any provisions of the
Plan or applicable law. His decision shall not go beyond what is necessary for
interpretation and application of the Plan. The arbitrator shall have the power
to decide the claim upon motion of the parties, without necessity of an oral
arbitration hearing, if either party submits a motion requesting a hearing on
documents only.

         8.8 INDEMNITY. To the extent permitted by applicable law, the Company
shall indemnify and save harmless each member of the Committee and the
Compensation Committee against any and all expenses, liabilities and claims
(including legal fees incurred to defend against such liabilities and claims)
arising out of their discharge in good faith of responsibilities under or
incident to the Plan. Expenses and liabilities arising out of willful misconduct
shall not be covered under this indemnity. This indemnity shall not preclude
such further indemnities as may be available under insurance purchased by the
Company or provided by the Company under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, as such indemnities are
permitted under applicable law.




                                     VIII-3

<PAGE>   19


                                       IX.

                             ADMINISTRATION OF FUNDS

         9.1 PAYMENT OF EXPENSES. All expenses incident to the administration of
the Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, and expenses of the Committee, may be paid by the Company and, if not paid
by the Company, shall be paid by the Trustee from the Trust Fund.

         9.2 TRUST FUND PROPERTY. All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee shall be held for
investment purposes as a commingled Trust Fund pursuant to the terms of the
Trust Agreement. The Committee shall maintain one or more Accounts in the name
of each Member, but the maintenance of an Account designated as the Account of a
Member shall not mean that such Member shall have a greater or lesser interest
than that due him by operation of the Plan and shall not be considered as
segregating any funds or property from any other funds or property contained in
the commingled fund. No Member shall have any title to any specific asset in the
Trust Fund.


                                      IX-1

<PAGE>   20


                                       X.

                               NATURE OF THE PLAN

         The Plan is intended to constitute an unfunded, unsecured plan of
deferred compensation for (i) the Directors and (ii) for a select group of
management or highly compensated employees of the Company. Plan benefits herein
provided are to be paid out of the Company's general assets. Nevertheless,
subject to the terms hereof and of the Trust Agreement, the Company may, in the
sole discretion of the Committee, transfer money or other property to the
Trustee and the Trustee shall pay Plan benefits to Members and their
beneficiaries out of the Trust Fund.

         The Company, in its sole discretion, may establish the Trust and enter
into the Trust Agreement. In such event, the Company shall remain the owner of
all assets in the Trust Fund and the assets shall be subject to the claims of
Company creditors if the Company ever becomes insolvent. For purposes hereof,
the Company shall be considered "insolvent" if (a) the Company is unable to pay
its debts as they become due, or (b) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code (or any successor
federal statute). The chief executive officer of the Company and its board of
directors shall have the duty to inform the Trustee in writing if the Company
becomes insolvent. Such notice given under the preceding sentence by any party
shall satisfy all of the parties' duty to give notice. When so informed, the
Trustee shall suspend payments to the Members and hold the assets for the
benefit of the Company's general creditors. If the Trustee receives a written
allegation that the Company is insolvent, the Trustee shall suspend payments to
the Members and hold the Trust Fund for the benefit of the Company's general
creditors, and shall determine within the period specified in the Trust
Agreement whether the Company is insolvent. If the Trustee determines that the
Company is not insolvent, the Trustee shall resume payments to the Members. No
Member or beneficiary shall have any preferred claim to, or any beneficial
ownership interest in, any assets of the Trust Fund.




                                      X-1

<PAGE>   21


                                       XI.

                                  MISCELLANEOUS

         11.1 NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the
Plan shall not be deemed to be a contract between the Company and any person or
to be consideration for the employment of any person. Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Company or to restrict the right of the Company to discharge any person at any
time nor shall the Plan be deemed to give the Company the right to require any
person to remain in the employ of the Company or to restrict any person's right
to terminate his employment at any time.

         11.2 ALIENATION OF INTEREST FORBIDDEN. The interest of a Member or his
beneficiary or beneficiaries hereunder may not be sold, transferred, assigned,
or encumbered in any manner, either voluntarily or involuntarily, and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be null and void; neither shall the benefits hereunder be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person to whom such benefits or funds are payable, nor shall they be an
asset in bankruptcy or subject to garnishment, attachment or other legal or
equitable proceedings.

         11.3 WITHHOLDING. All Compensation deferrals and payments provided for
hereunder shall be subject to applicable tax withholding and other deductions as
shall be required of the Company under any applicable law.

         11.4 AMENDMENT AND TERMINATION. The Compensation Committee may from
time to time, in its discretion, amend, in whole or in part, any or all of the
provisions of the Plan; provided, however, that no amendment may be made that
would materially impair the rights of a Member with respect to amounts already
allocated to his Accounts. The Committee may also similarly amend the Plan
provided that no such amendment may materially increase the obligations of the
Company hereunder. The Compensation Committee may terminate the Plan at any
time. In the event that the Plan is terminated, the balance in a Member's
Accounts shall be paid to such Member or his designated beneficiary in a single
lump sum, cash payment in full satisfaction of all of such Member's or
beneficiary's benefits hereunder.

         11.5 SEVERABILITY. If any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions hereof; instead, each provision shall be fully severable
and the Plan shall be construed and enforced as if said illegal or invalid
provision had never been included herein.


                                      XI-1

<PAGE>   22


         11.6 GOVERNING LAWS. ALL PROVISIONS OF THE PLAN SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF TEXAS (WITHOUT REGARD TO ANY CONFLICTS OF LAW
PRINCIPLES) EXCEPT TO THE EXTENT PREEMPTED BY APPLICABLE FEDERAL LAW.

         EXECUTED June 13th, 2001, effective for all purposes as provided above.



                                       OIL STATES INTERNATIONAL, INC.




                                       By: /s/ Mat Moody
                                         ---------------------------------------
                                         Name: Mat Moody                       
                                             -----------------------------------
                                         Title: Vice President - Human Resources
                                              ----------------------------------





                                       ADOPTING SUBSIDIARIES

                                       1. Oil States Industries, Inc.
                                       2. HWC Energy Services, Inc.
                                       3. General Marine Leasing, Inc.
                                       4. Sooner Inc.






                                      XI-2







<PAGE>   1
                     [OIL STATES INTERNATIONAL, INC. LOGO]



            OIL STATES INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN


                              RABBI TRUST AGREEMENT

         THIS AGREEMENT made this 1st day of July, 2001, by and between OIL
STATES INTERNATIONAL, INC. ("Company") and BOSTON SAFE DEPOSIT AND TRUST COMPANY
("Trustee").

         WHEREAS, the Company has adopted the nonqualified deferred compensation
plan, the Oil States International, Inc. Deferred Compensation Plan (the "Plan")
in the form annexed hereto;

         WHEREAS, the Company has incurred or expects to incur liability under
the terms of such Plan with respect to the individuals participating in such
Plan (individually a "Participant" and collectively the "Participants");

         WHEREAS, capitalized terms used herein, which are defined in the Plan,
shall have the same meaning hereunder as they have in the Plan unless expressly
provided hereunder to the contrary;

         WHEREAS, the Company wishes to establish the Oil States International,
Inc. Deferred Compensation Trust (the "Trust") and to contribute to the Trust
the assets that shall be held therein, subject to the claims of the Company's
creditors in the event of the Company's insolvency, as herein defined, until
paid to Participants and their beneficiaries in such manner
 and at such times as
specified in the Plan;



<PAGE>   2


         WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended;

         WHEREAS, it is the intention of the Company to make contributions to
the Trust to provide itself with a source of funds to assist it in the meeting
of its liabilities under the Plan.

         NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

SECTION 1.  ESTABLISHMENT OF TRUST.

         (a)      The Company hereby establishes the Trust with the Trustee,
                  consisting of such sums of money and other property acceptable
                  to the Trustee as from time to time shall be paid and
                  delivered to and accepted by the Trustee from the Company. The
                  Trustee shall have no duty to determine or collect
                  contributions under the Plan and shall have no responsibility
                  for any property until it is received and accepted by the
                  Trustee. The Company shall have the sole duty and
                  responsibility for the determination of the accuracy or
                  sufficiency of the contributions to be made under the Plan.
                  All such money and other property paid or delivered to and
                  accepted by the Trustee shall become the principal of the
                  Trust to be held, administered and disposed of by the Trustee
                  as provided in this Trust Agreement.

         (b)      The Trust shall be irrevocable; provided, without limitation,
                  that it may be terminated as expressly provided herein.

         (c)      The Trust is intended to be a grantor trust, of which the
                  Company is the grantor, within the meaning of subpart E, part
                  I, subchapter J, chapter 1, subtitle A of the Internal Revenue
                  Code of 1986, as amended (the "Internal Revenue Code") and
                  shall be construed accordingly.

                                      -2-

<PAGE>   3

         (d)      The principal of the Trust, and any earnings thereon shall be
                  held separate and apart from other funds of the Company and
                  shall be used exclusively for the uses and purposes of the
                  Participants and general creditors as herein set forth. The
                  Participants and their beneficiaries shall have no preferred
                  claim on, nor any beneficial ownership interest in, any assets
                  of the Trust. Any rights created under the Plan and this Trust
                  Agreement shall be mere unsecured contractual rights of the
                  Participants and their beneficiaries against the Company. Any
                  assets held by the Trust will be subject to the claims of the
                  Company's general creditors under federal and state law in the
                  event of insolvency, as defined in Section 3(a) herein.

         (e)      The Company, in its sole discretion, may at any time, or from
                  time to time, make additional deposits of cash or other
                  property in trust with the Trustee to augment the principal to
                  be held, administered and disposed of by the Trustee as
                  provided in this Trust Agreement. Neither the Trustee nor any
                  Participant or beneficiary shall have any right to compel such
                  additional deposits. Upon a Change of Control, the Company
                  shall, as soon as possible, but in no event longer than 45
                  days following the Change of Control, as defined herein, make
                  an irrevocable contribution to the Trust in an amount that is
                  sufficient to pay each Plan participant or beneficiary the
                  benefits to which Plan participants or beneficiaries would be
                  entitled pursuant to the terms of the Plan(s) (as certified to
                  the Trustee by the Company) as of the date on which the Change
                  of Control occurred.

         (f)      The Company represents and warrants to the Trustee that the
                  Plan covers, and will cover only a select group of management
                  or highly compensated employees as contemplated by Section
                  401(a) of ERISA and interpretations, opinions, and rulings of
                  the Department of Labor thereunder. The Company shall
                  indemnify and hold harmless the Trustee, its parent,
                  subsidiaries and affiliates and each of their respective
                  officers, directors, employees and agents from and against all
                  liability, loss and expense, including reasonable attorneys'
                  fees and expenses suffered or incurred by any of the foregoing
                  indemnities as a result of a breach of the foregoing
                  representation and warranty. The provisions of this subsection
                  shall survive termination of this Agreement.


SECTION 2.  PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.

         (a)      The Company shall deliver to the Trustee a schedule (the
                  "Payment Schedule") that indicates the amounts payable in
                  respect of each Participant (and his or her beneficiaries),
                  that provides a formula or other instructions acceptable to
                  the Trustee for determining the amounts so payable, the form
                  in which such amount is to be paid (as provided for or
                  available under the Plan), and the time of commencement for
                  payment of such amounts. Except as otherwise provided herein,
                  the Trustee shall make payments to the Participants and their

                                      -3-

<PAGE>   4

                  beneficiaries in accordance with such Payment Schedule. It is
                  the intent of the Company and the Trustee that the Company
                  shall be responsible for determining and effecting all
                  federal, state and local tax aspects of the Plan and the Fund,
                  including without limitation income taxes payable on the
                  Fund's income, if any, any required withholding of income or
                  other payroll taxes in connection with the payment of benefits
                  from the Fund pursuant to the Plan, and all reporting required
                  in connection with any such taxes. To the extent that the
                  Company is required by applicable law to pay or withhold such
                  taxes or to file such reports, such obligation shall be a
                  responsibility allocated to the Company, as the case may be,
                  hereunder. To the extent the Trustee is required by applicable
                  law to pay or withhold such taxes or to file such reports, the
                  Company shall inform the Trustee of such obligation, shall
                  direct the Trustee with respect to the performance of such
                  obligations and shall provide the Trustee with all information
                  required by the Trustee to meet such obligations.

         (b)      The entitlement of a Participant or his or her beneficiaries
                  to benefits under the Plan shall be determined by the Company
                  or such party as it shall designate under the Plan, and any
                  claim for such benefits shall be considered and reviewed under
                  the procedures set out in the Plan. The Company shall notify
                  the Trustee of such determination and shall direct
                  commencement of payments of such benefits.

         (c)      The Company may make payment of benefits directly to the
                  Participants or their beneficiaries as they become due under
                  the terms of the Plan. The Company shall notify the Trustee of
                  its decision to make payment of benefits directly prior to the
                  time amounts are payable to Participants or their
                  beneficiaries. In addition, if the principal of the Trust,
                  together with any earnings thereon, are not sufficient to make
                  payments of benefits in accordance with the terms of the Plan,
                  the Company shall immediately make up the balance of each such
                  payment as it falls due. The Trustee shall notify the Company
                  when principal and earnings are not sufficient.

SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN
COMPANY IS INSOLVENT.

         (a)      The Trustee shall cease payment of benefits to the
                  Participants and their beneficiaries if the Company is
                  Insolvent. The Company shall be considered "Insolvent" for
                  purposes of this Trust Agreement if (i) the Company is unable
                  to pay its debts as they become due, or (ii) the Company is
                  subject to a pending proceeding as a debtor under the United
                  States Bankruptcy Code.

                                      -4-

<PAGE>   5


         (b)      At all times during the continuance of this Trust, as provided
                  in Section 1(d) hereof, the principal and income of the Trust
                  shall be subject to claims of general creditors of the Company
                  under federal and state law as set forth below.

                  (1)      The Board of Directors and the Chief Executive
                           Officer of the Company shall have the duty to inform
                           the Trustee in writing of the Company's Insolvency.
                           If a person claiming to be a creditor of the Company
                           alleges in writing to the Trustee that the Company
                           has become Insolvent, the Trustee shall determine
                           whether the Company is Insolvent and, pending such
                           determination, the Trustee shall discontinue payment
                           of benefits to the Participants or their
                           beneficiaries. In all cases, the Trustee shall be
                           entitled to conclusively rely upon the written
                           certification of the Board of Directors or the Chief
                           Executive Officer of the Company when determining
                           whether the Company is Insolvent.

                  (2)      Unless the Trustee has actual knowledge of the
                           Company's Insolvency, or has received notice from the
                           Company or a person claiming to be a creditor
                           alleging that the Company is Insolvent, the Trustee
                           shall have no duty to inquire whether the Company is
                           Insolvent. The Trustee may in all events rely on such
                           evidence concerning the Company's solvency as may be
                           furnished to the Trustee and that provides the
                           Trustee with a reasonable basis for making a
                           determination concerning the Company's solvency.

                  (3)      If at any time the Trustee has determined that the
                           Company is Insolvent, the Trustee shall discontinue
                           payments to the Participants or their beneficiaries
                           and shall hold the assets of the Trust for the
                           benefit of the Company's general creditors. Nothing
                           in this Trust Agreement shall in any way diminish any
                           rights of the Participants or their beneficiaries to
                           pursue their rights as general creditors of the
                           Company with respect to benefits due under the Plan
                           or otherwise.

                  (4)      The Trustee shall resume the payment of benefits to
                           the Participants or their beneficiaries in accordance
                           with Section 2 of this Trust Agreement only after the
                           Trustee has determined that the Company is not
                           Insolvent (or is no longer Insolvent).

         (c)      Provided that there are sufficient assets, if the Trustee
                  discontinues the payment of benefits from the Trust pursuant
                  to Section 3(b) hereof and subsequently resumes such payments,
                  the first payment following such discontinuance shall include
                  the aggregate amount of all payments due to the Participants
                  or their beneficiaries under the terms of the Plan as
                  certified to the Trustee by the Company for the period of such
                  discontinuance, less the 

                                      -5-

<PAGE>   6

                  aggregate amount of any payments made to the Participants or
                  their beneficiaries by the Company in lieu of the payments
                  provided for hereunder during any such period of
                  discontinuance.

SECTION 4.  PAYMENTS TO COMPANY.

Except as provided in Section 3 hereof, the Company shall have no right or power
to direct the Trustee to return to the Company or to divert to others any of the
Trust assets before all payment of benefits have been made to the Participants
and their beneficiaries pursuant to the terms of the Plan (as certified to the
Trustee by the Company).

SECTION 5.  INVESTMENT AUTHORITY.

         (a)      The Company shall direct the Trustee as to the investments
                  that will be held in the Trust. The Trustee shall invest and
                  reinvest the principal and income of the trust and keep the
                  Trust invested, without distinction between principal and
                  income. The Trustee shall have no duty to question any action
                  or direction of the Company or any failure to give directions,
                  or to make any suggestion to the Company as to the investment,
                  reinvestment, disposition or distribution of, such assets.

                  The Trustee shall have no liability and shall be fully
                  indemnified by the Company for any action taken, or for any
                  failure to act, if such action, or failure to act, is at the
                  direction of the Company (or results from the failure of the
                  Company to provide direction)provided, however that the
                  Company shall have no duty to indemnify the Trustee for any
                  liability which in any way relates to any negligent act or
                  omission, or misconduct of the Trustee in carrying out such a
                  direction.

         (b)      Subject to the terms of this Trust Agreement and applicable
                  law, the Trustee shall have the following powers in the
                  administration of the Trust to be exercised upon the direction
                  of the Company:

                  (1)      To invest and reinvest the principal and income of
                           the Trust and keep it invested, without distinction
                           between principal and income, in any security or
                           property as it, in its sole discretion, deems
                           advisable; provided, however that in no event shall
                           the Trust be invested in real estate ( for this
                           purpose, real estate includes, but shall not be
                           limited to, real property, leaseholds, mineral
                           interests, and any form of asset which is secured by
                           any of the foregoing);

                  (2)      To collect and receive any and all money and other
                           property due the Trust and give full discharge
                           therefor;

                                      -6-

<PAGE>   7


                  (3)      To purchase, enter, sell, hold, and generally deal in
                           any manner in and with contracts for the immediate or
                           future delivery of financial instruments of any
                           issuer or of any other property; to grant, purchase,
                           sell, exercise, permit to expire, permit to be held
                           in escrow, or otherwise acquire, dispose of, hold and
                           generally deal in any manner with and in all forms of
                           options or any combination thereof.

                  (4)      To settle, compromise or submit to arbitration any
                           claims, debt or damages due or owing to or from the
                           Trust; the Trustee may also commence or defend suits
                           or legal proceedings to protect any interest of the
                           Trust, and may represent the Trust in all suits or
                           legal proceedings in any court or before any other
                           body or tribunal.

                  (5)      To take all action necessary to pay for authorized
                           transactions, including the power to borrow or raise
                           monies from any lender, including the Trustee, in its
                           corporate capacity in conjunction with its duties
                           under this Agreement and upon such terms and
                           conditions as the Trustee may deem advisable to
                           settle security purchases and/or foreign exchange or
                           contracts for foreign exchange, and securing the
                           repayments thereof by pledging all or any part of the
                           Account.

                  (6)      To deposit cash into interest bearing accounts in the
                           banking department of the Trustee or an affiliated
                           banking organization.

                  (7)      To appoint custodians, sub-custodians or
                           sub-trustees, domestic or foreign (including
                           affiliates of the Trustee), as to part or all of the
                           Trust. The Trustee shall not be responsible or liable
                           for any losses or damages suffered by the Company
                           arising as a result of the insolvency of any
                           custodian, sub-custodian or sub-trustee, except to
                           the extent the Trustee was negligent in its selection
                           or continued retention of such agent.

                  (8)      To hold property in nominee name, in bearer form, or
                           in book entry form, in a clearinghouse corporation or
                           in a depository (including an affiliate of the
                           Trustee), so long as the Trustee's records clearly
                           indicate that the assets held are a part of the
                           Trust. The Trustee shall not be responsible for any
                           losses resulting from the deposit or maintenance of
                           securities or other property (in accordance with
                           market practice, custom, or regulation) with any
                           recognized foreign or domestic clearing facility,
                           book-entry system, centralized custodial depository,
                           or similar organization.

         (c)      The Trustee may not invest in securities (including stock or
                  rights to acquire stock) or obligations issued by the Company
                  until such time as it received written authorization from the
                  Company. All rights associated with assets of the Trust shall
                  be exercised by the Trustee or person designated by the
                  Trustee, 

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<PAGE>   8

                  and shall in no event be exercisable by or rest with
                  Participants. The Company shall have the right at any time,
                  and from time to time in its sole discretion to substitute
                  assets of equal fair market value for any asset held by the
                  Trust. If the Company either contributes or directs the
                  Trustee to invest the Trust Fund in securities or other
                  obligations of the Company, then the Trustee shall have no
                  fiduciary or other liability for decisions to purchase or hold
                  such investments. Also, the Company shall direct the Trustee
                  as to the voting of any Company stock held in the Trust. The
                  Company shall indemnify the Trustee for any liabilities that
                  arise on account of such contributions or investments. This
                  Section shall survive the termination of this Agreement.

         (d)      The Trustee may generally do all acts, whether or not
                  expressly authorized, which the Trustee may deem necessary or
                  desirable for the protection of the Trust.

SECTION 6.  CONTRACTUAL SETTLEMENT AND INCOME; MARKET PRACTICE SETTLEMENTS

         (a)      In accordance with the Trustee's standard operating procedure,
                  the Trustee shall credit the Trust with income and maturity
                  proceeds on securities on contractual payment date net of any
                  taxes or upon actual receipt. To the extent the Trustee
                  credits income on contractual payment date, the Trustee may
                  reverse such accounting entries to the contractual payment
                  date if the Trustee reasonably believes that such amount will
                  not be received.

         (b)      In accordance with the Trustee's standard operating procedure,
                  the Trustee will attend to the settlement of securities
                  transactions on the basis of either contractual settlement
                  date accounting or actual settlement date accounting. To the
                  extent the Trustee settles certain securities transactions on
                  the basis of contractual settlement date accounting, the
                  Trustee may reverse to the contractual settlement date any
                  entry relating to such contractual settlement if the Trustee
                  reasonably believes that such amount will not be received.

         (c)      Settlements of transactions may be effected in trading and
                  processing practices customary in the jurisdiction or market
                  where the transaction occurs. The Company acknowledges that
                  this may, in certain circumstances, require the delivery of
                  cash or securities (or other property) without the concurrent
                  receipt of securities (or other property) or cash. In such
                  circumstances, the Trustee shall have no responsibility for
                  nonreceipt of payment (or late payment) or nondelivery of
                  securities or other property (or late delivery) by the
                  counterparty.

SECTION 7.  DISPOSITION OF INCOME.

During the term of this Trust, all income received by the Trust, net of expenses
and taxes, shall be accumulated and reinvested.

                                      -8-

<PAGE>   9


SECTION 8.  ACCOUNTING BY TRUSTEE

The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between the
Company and the Trustee. Within 90 days following the close of each calendar
year and within 90 days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Company a written account of its administration of
the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions affected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued interest paid
or receivable being shown separately), and showing all cash, securities and
other property held in the Trust at the end of such year or as of the date of
such removal or resignation, as the case may be. If, within ninety (90) days
after the Trustee mails to the Company a statement with respect to the Trust,
the Company has not given the Trustee written notice of any exception or
objection thereto, the statement shall be deemed to have been approved, and in
such case, the Trustee shall not be liable for any matters in such statements.

SECTION 9.  RESPONSIBILITY OF TRUSTEE.

         (a)      The Trustee shall act with the care, skill, prudence and
                  diligence under the circumstances then prevailing that a
                  prudent person acting in like capacity and familiar with such
                  matters would use in the conduct of an enterprise of a like
                  character and with like aims, provided, however, that the
                  Trustee shall incur no liability to any person for any action
                  taken pursuant to a direction, request or approval given by
                  the Company which is contemplated by, and in conformity with,
                  the terms of the Plan (as certified to the Trustee by the
                  Company) or this Trust and is given in writing by the Company.
                  In the event of a dispute between the Company and a third
                  party, the Trustee may apply to a court of competent
                  jurisdiction to resolve the dispute.

         (b)      The Trustee is not a party to, and has no duties or
                  responsibilities under, the Plan other than those that may be
                  expressly contained in this Agreement. In any case in which a
                  provision of this Agreement conflicts with any provision in
                  the Plan, this Agreement shall control. The Trustee shall not
                  be responsible for the title, validity or genuineness of any
                  property or evidence of title thereto received by it or
                  delivered by it pursuant to this Agreement and shall be held
                  harmless in acting upon any notice, request, direction,
                  instruction, consent, certification or other instrument
                  believed by it to be genuine and delivered by the proper party
                  or parties. The Trustee shall not be liable for any act or
                  omission of any other person in carrying out any
                  responsibility imposed upon such person and under no
                  circumstances shall the Trustee be liable for any indirect,
                  consequential, or special damages with respect to its role as
                  Trustee.

                                      -9-

<PAGE>   10

         (c)      The Company agrees to indemnify and hold harmless the Trustee,
                  its parent, subsidiaries and affiliates, and each of their
                  respective officers, directors, employees and agents from and
                  against all liability, loss and expense, including reasonable
                  attorneys' fees and expenses incurred by the Trustee or any of
                  the foregoing indemnities arising out of or in connection with
                  this Agreement, except as a result of the Trustee's own
                  negligence or willful misconduct. This indemnification shall
                  survive the termination of this Agreement.

         (d)      If the Trustee undertakes or defends any litigation arising in
                  connection with this Trust, the Company agrees to indemnify
                  the Trustee against the Trustee's costs, expenses and
                  liabilities (including, without limitation, attorneys' fees
                  and expenses) relating thereto and to be primarily liable for
                  such payments. If the Company does not pay such costs,
                  expenses and liabilities in a reasonably timely manner, the
                  Trustee may obtain payment from the Trust.

         (e)      The Trustee may consult with legal counsel (who may also be
                  counsel for the Company generally) with respect to any of its
                  duties or obligations hereunder, and if prior notice is
                  provided reasonably in advance to the Company the Trustee may
                  as a part of its reimbursable expenses under this Agreement,
                  pay counsel's reasonable compensation and expenses.

         (f)      The Trustee may hire agents, accountants, actuaries,
                  investment advisors, financial consultants or other
                  professionals to assist it in performing any of its duties or
                  obligations hereunder.

         (g)      The Trustee shall have, without exclusion, all powers
                  conferred on Trustees by applicable law, unless expressly
                  provided otherwise herein, provided, however, that if an
                  insurance policy is held as an asset of the Trust, the Trustee
                  shall have no power to name a beneficiary of the policy other
                  than the Trust, to assign the policy (as distinct from
                  conversion of the policy to a different form) other than to a
                  successor Trustee, or to loan to any person the proceeds of
                  any borrowing against such policy.

         (h)      Notwithstanding the provisions of Section 9(g) above, the
                  Trustee may loan to the Company the proceeds of any borrowing
                  against an insurance policy held as an asset of the Trust.

         (i)      Notwithstanding any powers granted to the Trustee pursuant to
                  this Trust Agreement or to applicable law, the Trustee shall
                  not have any power that could give this Trust the objective of
                  carrying on a business and dividing the gains therefrom,
                  within the meaning of Section 301.7701-2 of the Procedure and
                  Administrative Regulations promulgated pursuant to the
                  Internal Revenue Code.

         (j)      Notwithstanding anything in this Agreement to the contrary
                  contained herein, 

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<PAGE>   11

                  the Trustee shall not be responsible or liable for its failure
                  to perform under this Agreement or for any losses to the Trust
                  resulting from any event beyond the reasonable control of the
                  Trustee, its agents or custodians, including but not limited
                  to nationalization, strikes, expropriation, devaluation,
                  seizure, or similar action by any governmental authority, de
                  facto or de jure; or enactment, promulgation, imposition or
                  enforcement by any such governmental authority of currency
                  restrictions, exchange controls, levies or other charges
                  affecting the Trust's property; or the breakdown, failure or
                  malfunction of any utilities or telecommunications systems; or
                  any order or regulation of any banking or securities industry
                  including changes in market rules and market conditions
                  affecting the execution or settlement of transactions; or acts
                  of war, terrorism, insurrection or revolution; or acts of God;
                  or any other similar event. This Section shall survive the
                  termination of this Agreement.

         (k)      If the Company directs the Trustee to invest the Trust Fund in
                  securities or other obligations of the Company, then the
                  Trustee shall have no fiduciary or other liability for
                  decisions to purchase or hold such investments. Also, the
                  Company shall direct the Trustee as to the voting of any
                  Company stock held in the Trust. The Company shall indemnify
                  the Trustee for any liabilities that arise on account of such
                  investments. This Section shall survive the termination of
                  this Agreement.

SECTION 10.  COMPENSATION AND EXPENSES OF TRUSTEE.

The Company shall pay all administrative and Trustee's fees and expenses. If not
so paid, the fees and expenses shall be paid from the Trust. The Trustee shall
be entitled to fees for services as mutually agreed. The Company acknowledges
that as part of the Trustee's compensation, the Trustee may earn interest on
balances including disbursement balances and balances arising from purchase and
sale transactions. Such interest may be earned only when Trust assets are held
in a demand deposit account and only for such period as is reasonably necessary
to complete a disbursement or to settle the purchase or sales transaction (or to
reverse a transaction). To the extent the Trustee advances funds to the Trust
for disbursements or to effect the settlement of purchase transactions, the
Trustee shall be entitled to collect from the Trust either (i) with respect to
domestic assets, an amount equal to what would have been earned on the sums
advanced (an amount approximating the "federal funds" interest rate) or (ii)
with respect to non-domestic assets, the rate applicable to the appropriate
foreign market.

SECTION 11.  RESIGNATION AND REMOVAL OF TRUSTEE.

         (a)      The Trustee may resign at any time by written notice to the
                  Company, which shall be effective 60 days after receipt of
                  such notice unless the Company and the Trustee agree
                  otherwise.

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<PAGE>   12

         (b)      The Trustee may be removed by the Company on 60 days notice or
                  upon shorter notice accepted by the Trustee, except that after
                  a Change of Control as defined herein, the Trustee may not be
                  removed by the Company for one year.

         (c)      Upon resignation or removal of the Trustee and appointment of
                  a successor Trustee, all assets shall subsequently be
                  transferred to the successor Trustee. The transfer shall be
                  completed within 180 days after receipt of the notice of
                  resignation, removal or transfer, unless the Company extends
                  the time limit.

         (d)      If the Trustee resigns or is removed, then a successor shall
                  be appointed in accordance with Section 12 hereof by the
                  effective date of resignation or removal under paragraphs (a)
                  or (b) of this section. If no such appointment has been made,
                  the Trustee may apply to a court of competent jurisdiction for
                  appointment of a successor or for instructions. All expenses
                  of the Trustee in connection with the proceeding shall be
                  allowed as administrative expenses of the Trust.

         (e)      Upon a Change of Control, as defined herein, Trustee may not
                  be removed by Company for one year.

SECTION 12.  APPOINTMENT OF SUCCESSOR.

         (a)      If the Trustee resigns or is removed in accordance with
                  Section 11(a) or 11(b) hereof the - Company shall appoint any
                  third party, such as a bank trust department or other party
                  that may be granted corporate trustee powers under state law,
                  as a successor to replace the Trustee upon such resignation or
                  removal. The appointment shall be effective when accepted in
                  writing by the new Trustee, who shall have all of the rights
                  and powers of the former Trustee, including ownership rights
                  in the Trust assets. The former Trustee shall execute any
                  instrument necessary or reasonably requested by the Company or
                  the successor Trustee to evidence the transfer.

         (b)      The successor Trustee need not examine the records and acts of
                  any prior Trustee and may retain or dispose of existing Trust
                  assets, subject to Sections 8 and 9 hereof. The successor
                  Trustee shall not be responsible for and the Company shall
                  indemnify and defend the successor Trustee from any claim or
                  liability resulting from any action or inaction of any prior
                  Trustee or from any other past event, or any condition
                  existing at the time it becomes successor Trustee.

SECTION 13.  AMENDMENT OR TERMINATION.

         (a)      This Trust Agreement may be amended by a written instrument
                  executed by the Trustee and the Company. Notwithstanding the
                  foregoing, no such amendment 

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<PAGE>   13
                  shall conflict with the terms of the Plan (as certified to the
                  Trustee by the Company) or shall make the Trust revocable.

         (b)      The Trust shall not terminate until the date on which the
                  Participants and their beneficiaries are no longer entitled to
                  benefits pursuant to the terms of the Plan (as certified to
                  the Trustee by the Company). Upon termination of the Trust any
                  assets remaining in the Trust shall be returned to the
                  Company.

         (c)      Upon written approval of the Participants or beneficiaries
                  entitled to payment of benefits pursuant to the terms of the
                  Plan, the Company may terminate this Trust prior to the time
                  all benefit payments under the Plan have been made. All assets
                  in the Trust at termination shall be returned to the Company.

SECTION 14.  MISCELLANEOUS.

         (a)      Neither the Company nor the Trustee may assign this Agreement
                  without the prior written consent of the other, except that
                  the Trustee may assign its rights and delegate its duties
                  hereunder to any corporation or entity which directly or
                  indirectly is controlled by, or is under common control with,
                  the Trustee. This Agreement shall be binding upon, and inure
                  to the benefit of, the Company and the Trustee and their
                  respective successors and permitted assigns. Any entity 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 the Company, be and become successor trustee
                  hereunder, upon notification to the Company.

         (b)      Any provision of this Trust Agreement prohibited by law shall
                  be ineffective to the extent of any such prohibition, without
                  invalidating the remaining provisions hereof.

         (c)      Benefits payable to Participants and their beneficiaries under
                  this Trust Agreement may not be anticipated, assigned (either
                  at law or in equity), alienated, pledged, encumbered or
                  subjected to attachment, garnishment, levy, execution or other
                  legal or equitable process.

         (d)      Notwithstanding anything to the contrary contained elsewhere
                  in this Trust Agreement, any reference to the Plan or Plan
                  provisions which require knowledge or interpretation of the
                  Plan shall impose a duty upon the Company to communicate such
                  knowledge or interpretation to the Trustee. The Trustee shall
                  have no obligation to know or interpret any portion of the
                  Plan and shall in no way be liable for any proper action taken
                  contrary to the Plan.

         (e)      This Trust Agreement shall be governed by and construed in
                  accordance with the laws of the State of Texas. The parties
                  hereby expressly waive, to the full 

                                      -13-

<PAGE>   14

                  extent permitted by applicable law, any right to trial by jury
                  with respect to any judicial proceeding arising from or
                  related to this Agreement.

         (f)      For purposes of this Trust, Change of Control shall mean: the
                  purchase or other acquisition by any person, entity or group
                  of persons, within the meaning of Section 13(d) or 14(d) of
                  the Securities Exchange Act of 1934 ("Act"), or any comparable
                  successor provisions of beneficial ownership (within the
                  meaning of Rule 13d-3 promulgated under the Act) of 30 percent
                  or more of either the outstanding shares of common stock or
                  the combined voting power of the Company's then outstanding
                  voting securities entitled to vote generally, or the approval
                  by the stockholders of the Company of a reorganization,
                  merger, or consolidation, in each case, with respect to which
                  persons who were stockholders of the Company immediately prior
                  to such reorganization, merger or consolidation do not,
                  immediately thereafter, own more than 50 percent of the
                  combined voting power entitled to vote generally in the
                  election of directors of the reorganized, merged or
                  consolidated Company's then outstanding securities, or a
                  liquidation or dissolution of the Company or of the sale of
                  all or substantially all of the Company's assets. The Company
                  shall have the duty to inform the Trustee in writing upon the
                  occurrence of a Change of Control. The Trustee shall be
                  entitled to conclusively rely upon such written certification
                  of the Company.

SECTION 15.  RELIANCE ON REPRESENTATIONS.

         (a)      The Company and the Trustee each acknowledge that the other
                  will be relying, and shall be entitled to rely, on the
                  representations, undertakings and acknowledgments of the other
                  as set forth in this Agreement. The Company and the Trustee
                  each agree to notify the other promptly if any of its
                  representations, undertakings, or acknowledgments set forth in
                  this Agreement ceases to be true.

         (b)      The Company and the Trustee hereby each represent and warrant
                  to the other that it has full authority to enter into this
                  Agreement upon the terms and conditions hereof and that the
                  individual executing this Agreement on their behalf has the
                  requisite authority to bind the Company and the Trustee to
                  this Agreement.

The effective date of this Trust Agreement shall be the 1st day of July, 2001.

                                      -14-

<PAGE>   15
IN WITNESS WHEREOF, THE COMPANY AND THE TRUSTEE HAVE EXECUTED THIS TRUST
AGREEMENT EACH BY ACTION OF A DULY AUTHORIZED PERSON.


OIL STATES INTERNATIONAL, INC.


BY:____________________________________

NAME:__________________________________

TITLE:_________________________________

DATE:__________________________________




BOSTON SAFE DEPOSIT AND TRUST COMPANY


BY:____________________________________

NAME:__________________________________

TITLE:_________________________________

DATE:__________________________________










<PAGE>   1
                                                                     EXHIBIT 5.1

                             Vinson & Elkins L.L.P.
                         1001 Fannin Street, Suite 2300
                              Houston, Texas 77002


                                  June 13, 2001


Oil States International, Inc.
Three Allen Center
333 Clay Street, Suite 3460
Houston, Texas 77042

Ladies and Gentlemen:


     We have acted as counsel for Oil States International, Inc., a Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the "Securities Act"), of the offering and issuance of Deferred
Compensation Obligations (the "Obligations") of the Company pursuant to the Oil
States International, Inc. Deferred Compensation Plan (the "Plan"), which may
include the purchase by the Plan of shares of common stock, par value $.01 per
share ("Common Stock"), of the Company.

     In connection with the foregoing, we have examined or are familiar with the
Amended and Restated Certificate of Incorporation of the Company, the Amended
and Restated Bylaws of the Company, the Plan and the Registration Statement on
Form S-8 to be filed in connection with the registration of the Obligations (the
"Registration Statement"), and such other certificates, instruments and
documents as we have considered necessary or appropriate for
 purposes of this
opinion.

     Based upon the foregoing, we are of the opinion that (a) the Plan has been 
duly and validly approved by the Company, (b) the Obligations have been duly and
validly authorized by the Company, (c) the Obligations will be the binding
obligations of the Company, except that enforceability of the Obligations may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally, and by general principles of equity, regardless of whether that
enforceability is considered in a proceeding in equity or at law, and (d) up to
250,000 shares of Common Stock that may be acquired by the Plan have been duly
authorized and, together with any additional shares of Common Stock that may be
authorized by the Board of Directors of the Company, when such shares are issued
in accordance with the provisions of the Plan, will be validly issued and fully
paid and non-assessable.

     The foregoing opinion is limited in all respects to the Constitution of the
State of Delaware and the Delaware General Corporation Law, as interpreted by
the courts of the State of Delaware and of the United States. For purposes of
this opinion, we assume that the Shares will be issued in compliance with all
applicable state securities or Blue Sky laws.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations thereunder.

                                       Very truly yours,

                                       /s/ Vinson & Elkins L.L.P.

                                       VINSON & ELKINS L.L.P.



<PAGE>   1
                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement 
(Form S-8 No. 333-xxxx) pertaining to the Oil States International, Inc.
Deferred Compensation Plan of our report dated March 19, 2001, with respect to
the combined financial statements of Oil States International, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with
the Securities and Exchange Commission.

                                            /s/ Ernst & Young LLP

                                            Ernst & Young LLP 
Houston, Texas
June 13, 2001







<PAGE>   1
                                                                    EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated July
31, 2000, included in the Oil States International, Inc. Form 10-K for the year
ended December 31, 2000 and to all references to our Firm included in this
registration statement.

                                            /s/ ARTHUR ANDERSEN LLP

Dallas, Texas
June 13, 2001






<PAGE>   1
                                                                    EXHIBIT 23.3


June 13, 2001



CONSENT OF INDEPENDENT AUDITORS



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Oil States International, Inc. of our report dated
February 26, 2001 relating to the consolidated financial statements of PTI Group
Inc. for the year ended December 31, 2000, that appears in the Annual Report of
Oil States International, Inc. on Form 10-K.



/s/ PricewaterhouseCoopers LLP


Chartered Accountants
Edmonton, Alberta, Canada






<PAGE>   1
                                                                    EXHIBIT 23.4

June 13, 2001

CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Oil States International, Inc. of our
report dated January 29, 1999 relating to the consolidated financial statements
of CE Franklin Ltd. for the year ended December 31, 1998 that appears in the
Annual Report of Oil States International, Inc. on Form 10-K.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Calgary, Alberta





<PAGE>   1
                                                                    EXHIBIT 23.5

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxx) pertaining to the Oil States International, Inc. Deferred
Compensation Plan of our reports dated August 14, 2000 and August 14, 1998, with
respect to Sooner, Inc. and Sooner Pipe and Supply Corporation, respectively,
included in Oil States International, Inc.'s Annual Report (Form 10-K) for the
year ended December 31, 2000, filed with the Securities and Exchange Commission.

                                            /s/ ERNST & YOUNG LLP
                                            Ernst & Young LLP  

Houston, Texas
June 13, 2001