Rental & Leasing

CHANGE OF CONTROL AGREEMENT

        This Change of Control Agreement (this "Agreement") is entered into and effective as of                        , by and between Universal Compression Holdings, Inc., a Delaware corporation, (the "Company"), and                        (the "Employee").

W I T N E S S E T H:

        WHEREAS, the Company and Employee wish to enter an agreement regarding their respective rights and obligations in connection with a Change of Control (as defined below) within three (3) years from the date of this Agreement;

        NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the parties hereto do hereby agree as follows:

        1.    Certain Definitions.

        (a)  "Cause" shall mean:






        (i)    the willful and continued failure of the Employee to perform substantially the Employee's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Employee has not substantially performed the Employee's duties, or




        (ii)  the willful engaging by the Employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

        No act, or failure to act, on the part of the Employee shall be considered "willful" unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. The cessation of employment of the Employee shall not be deemed to be for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Employee, and the Employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

        (b)  "Change of Control" shall mean:






        (i)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company

1

Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control:






        (A)  any acquisition directly from the Company,




        (B)  any acquisition by Weatherford International, Inc. or a Weatherford affiliate including but not limited to WEUS Holding, Inc. (collectively, "WEUS"), or the Company,




        (C)  any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or




        (D)  any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(b); or




        (ii)  Individuals, who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or




        (iii)  Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Transaction") in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 60 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no individual or entity (excluding WEUS or any corporation resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Corporate Transaction and (C) at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction;




        (iv)  Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (this �Agreement�) is entered into and effective as of                      ,          by and between Universal Compression Holdings, Inc., a Delaware corporation, (the �Company�), and                              . . .

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (this �Agreement�) is entered into and effective as of                      ,          by and between Universal Compression Holdings, Inc., a Delaware corporation, (the �Company�), and                              . . .

CHANGE OF CONTROL AGREEMENT

        This Change of Control Agreement (this "Agreement") is entered into and effective as of                        , by and between Universal Compression Holdings, Inc., a Delaware corporation, (the "Company"), and                        (the "Employee").

W I T N E S S E T H:  . . .