WEATHERFORD INTERNATIONAL LTD
FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN
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<TYPE>EX-10.36
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<FILENAME>h03463exv10w36.txt
<DESCRIPTION>FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN
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                                                                  EXHIBIT 10.36


                        WEATHERFORD INTERNATIONAL, INC.
                               FOREIGN EXECUTIVE
                        DEFERRED COMPENSATION STOCK PLAN


                           AMENDMENT AND RESTATEMENT
                          EFFECTIVE SEPTEMBER 1, 2001


<PAGE>



                        WEATHERFORD INTERNATIONAL, INC.
                               FOREIGN EXECUTIVE
                        DEFERRED COMPENSATION STOCK PLAN

         WHEREAS, Weatherford International, Inc. has executed and maintains
the Weatherford International, Inc. Foreign Executive Deferred Compenstion
Stock Plan (formerly known as the Energy Ventures, Inc. Foreign Executive
Deferred Compensation Stock Plan) (the "Plan") for a select group of key
foreign employees;
         WHEREAS, the Board of Directors has the authority to amend the Plan
from time to time pursuant to Section 9.1 of the Plan;
         WHEREAS, it has been determined that the Plan should be completely
amended, restated and continued without a gap or lapse in coverage, time or
effect which would cause any Participant to become fully vested or entitled to
distribution;
         NOW, THEREFORE, the Board of Directors declares that the Plan is
hereby amended and restated in its entirety effective as of September 1, 2001,
as follows:



<PAGE>



                        WEATHERFORD INTERNATIONAL, INC.
                               FOREIGN EXECUTIVE
                        DEFERRED COMPENSATION STOCK PLAN

                               TABLE OF CONTENTS
                               -----------------
                                                                       Section
                                                                       -------
ARTICLE I -- DEFINITIONS

         Account..........................................................1.1
         Basic Benefit....................................................1.2
         Beneficiary......................................................1.3
         Board of Directors...............................................1.4
         Code.............................................................1.5
         Committee........................................................1.6
         Common Stock.....................................................1.7
         Company..........................................................1.8
         Compensation.....................................................1.9
         Disability......................................................1.10
         Foreign Deferred Compensation Ledger............................1.11
         Grant Spin-Off..................................................1.12
         Grant Stock.....................................................1.13
         Participant.....................................................1.14
         Plan............................................................1.15
         Plan Year.......................................................1.16
         Retirement......................................................1.17
         Subsidiary......................................................1.18
         Weatherford.....................................................1.19
         Year of Service.................................................1.20

ARTICLE II - ELIGIBILITY

ARTICLE III - BASIC BENEFIT ACCRUALS

         General Basic Benefit Accruals...................................3.1
         Reduction of Basic Benefit Accruals..............................3.2

ARTICLE IV - ACCOUNT

         Establishing a Participant's Account.............................4.1
         Basic Benefit Account............................................4.2
         Gauge for Determining Benefits...................................4.3
         Adjustments for the Grant Spin-Off...............................4.4


                                      -i-
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ARTICLE V - VESTING

ARTICLE VI -  DISTRIBUTIONS

         Death............................................................6.1
         Disability.......................................................6.2
         Retirement.......................................................6.3
         Termination Prior to Death, Disability or Retirement.............6.4
         Forfeiture for Cause.............................................6.5
         Responsibility for Distributions and
           Withholding of Taxes...........................................6.6
         Distribution Determination Date..................................6.7
         Reservation of Shares............................................6.8

ARTICLE VII  - ADMINISTRATION

         Committee Appointment............................................7.1
         Committee Organization and Voting................................7.2
         Powers of the Committee..........................................7.3
         Committee Discretion.............................................7.4
         Annual Statements................................................7.5
         Reimbursement of Expenses........................................7.6

ARTICLE VIII - ADOPTION BY SUBSIDIARIES

         Procedure for and Status after Adoption..........................8.1
         Termination of Participation by Adopting Subsidiary..............8.2

ARTICLE IX - AMENDMENT AND/OR TERMINATION

         Amendment or Termination of the Plan.............................9.1
         No Retroactive Effect on Awarded Benefits........................9.2
         Effect of Termination............................................9.3

ARTICLE X - PAYMENT

         Payments under this Agreement Are the Obligation
           of the Company................................................10.1
         Participants Must Rely Only on General
            Credit of the Company........................................10.2


                                       -ii-
<PAGE>
ARTICLE XI - MISCELLANEOUS

         Limitation of Rights............................................11.1
         Distribution to Minor or Incapacitated Person...................11.2
         Nonalienation of Benefits.......................................11.3
         Reliance upon Information ......................................11.4
         Severability....................................................11.5
         Notice..........................................................11.6
         Gender and Number...............................................11.7
         Governing Law...................................................11.8



                                     -iii-

<PAGE>
                                   ARTICLE I
                                  DEFINITIONS

        1.1 "ACCOUNT" means all ledger accounts pertaining to a Participant
which are maintained by the Committee to reflect the amount of deferred
compensation due the Participant. The Committee shall establish the following
Account and any additional Accounts that the Committee considers necessary:
                  Basic Benefit Account - The Company's accrual of 15 percent
         of Compensation for each Participant, or such lesser amount as the
         Committee establishes pursuant to Section 3.2
        1.2 "BASIC BENEFIT" means the accrual made by the Company for the
benefit of a Participant equal to 15 percent of the Participant's Compensation,
or such lesser amount as the Committee establishes pursuant to Section 3.2.
        1.3 "BENEFICIARY" means a person or entity designated by the
Participant under the terms of the Plan to receive any amounts distributed
under the Plan upon the death of the Participant.

         1.4 "BOARD OF DIRECTORS" means the Board of Directors of Weatherford.

         1.5 "CODE" means the United States of America, Internal Revenue Code
of 1986, as amended from time to time.

         1.6 "COMMITTEE" means the persons who are from time to time serving as
members of the committee administering the Plan.

         1.7 "COMMON STOCK" means the common stock, $1.00 par value, of
Weatherford.

         1.8 "COMPANY" means Weatherford and its Subsidiaries.

         1.9 "COMPENSATION" means remuneration paid to a Participant during the
portion of the Plan Year in which he is eligible to participate in the Plan for
services performed outside the United

                                      I-1
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States, including and limited to regular base pay, merit and incentive bonuses
(other than bonuses paid by the Company with respect to services for a
predecessor employer that has not adopted the Plan or with respect to services
performed by the Participant prior to his employment by the Company, as
determined by the Committee in its sole discretion), commissions, short-term
disability pay, vacation pay paid while the Participant is employed by the
Company, vacation pay paid upon a Participant's termination of employment, and
retention bonuses. Compensation does not include sign-on bonuses, foreign
service premiums or bonuses, position allowances, location coefficient
payments, housing allowances, car allowances, goods and services allowances,
tax gross-up payments, hypothetical tax payments, expense reimbursements,
travel allowances or bonuses, cash and non-cash fringe benefits, severance pay,
relocation allowances or expense reimbursements, deferred compensation (such as
income as a result of the exercise of a stock option or stock appreciation
right), or benefits under any pension plan or welfare plan as defined in the
United States of America, Employee Retirement Income Security Act of 1974, as
amended (whether or not paid under a program that is subject to regulation
under such statute).
        1.10 "DISABILITY" means a physical or mental condition that prevents
the Participant from earning a reasonable livelihood with any Company, Grant
Prideco, Inc. and any subsidiary of Grant Prideco, Inc. and which was not the
result of having engaged in a felonious criminal enterprise, alcoholism,
addiction to narcotics or service in the Armed Forces. The Committee's
determination of a Participant's Disability shall be in its sole discretion and
shall be final.
        1.11 "FOREIGN DEFERRED COMPENSATION LEDGER" means the ledger maintained
by the Committee for each Participant which reflects the Basic Benefit credited
to his Account.
        1.12 "GRANT SPIN-OFF" means the distribution by Weatherford to its
stockholders of all the outstanding shares of stock of Grant Prideco, Inc.

                                      I-2
<PAGE>
         1.13 "GRANT STOCK" means the common stock, $.01 par value, of Grant
Prideco, Inc.
         1.14 "PARTICIPANT" means a non-U.S. resident alien foreign employee of
a Company who is eligible for and is participating in the Plan.
         1.15 "PLAN" means the Weatherford International, Inc. Foreign
Executive Deferred Compensation Stock Plan set out in this document, as amended
from time to time.
         1.16 "PLAN YEAR" means a one-year period which coincides with the
calendar year.
         1.17 "RETIREMENT" means the retirement of a Participant from any
Company covered by the Plan, Grant Prideco, Inc. and any subsidiary of Grant
Prideco, Inc. on or after attaining age 60 under its retirement policy.
         1.18 "SUBSIDIARY" means any wholly owned foreign subsidiary of
Weatherford.
         1.19 "VESTING DATE" means September 30 (December 31 in the case of
Plan Years commencing on or before January 1, 2000) of each Plan Year.
         1.20 "WEATHERFORD" means Weatherford International, Inc., the sponsor
of the Plan, or any successor of Weatherford International, Inc. into which
Weatherford International, Inc. is merged or consolidated.
        1.21 "YEAR OF SERVICE" means, except as provided below, 365 days of
employment with Weatherford or a Subsidiary while a Participant.
Notwithstanding the foregoing to the contrary, (i) a Participant who in his
initial year of participation in the Plan has not completed a full Year of
Service on the Vesting Date coincident with or next following his entry into
the Plan and who is employed by Weatherford or a Subsidiary on such Vesting
Date, shall be credited with the number of days of service as is necessary to
provide him with a full Year of Service on such Vesting Date and (ii) a person
(other than a Participant in his initial Year of Service) who (a) is a
Participant in the Plan as of the September 30, 2001 Vesting Date, (b) would
have completed 365 days of

                                      I-3
<PAGE>
employment with Weatherford or a Subsidiary during the 2001 Plan Year between
October 1, 2001 and December 31, 2001 and (c) is employed by Weatherford or a
Subsidiary on such Vesting Date shall be credited with the number of days of
service as is necessary to provide him with a full Year of Service on such
Vesting Date. Any employment with Grant Prideco, Inc. or its affiliates before
April 15, 2005, shall be treated as employment with Weatherford. Years of
service under the Weatherford International, Inc. Executive Deferred
Compensation Stock Ownership Plan shall be treated as Years of Service.


                                      I-4
<PAGE>
                                   ARTICLE II
                                  ELIGIBILITY

         The employees initially eligible to participate in the Plan include
the key foreign employees of Weatherford and each Subsidiary as determined by
the Committee from time to time. The Committee may change the eligibility
requirements for participation in the Plan as it may determine is appropriate
or advisable from time to time in its sole discretion. The Committee shall
notify each Participant of his eligibility to participate in the Plan. Except
as specified below, each Participant in the Plan during a Plan Year shall
continue to participate in the Plan unless the Committee shall have notified
the Participant prior to the beginning of the next Plan Year that he will not
participate in the Plan for that Plan Year. The Committee may at any time
during a Plan Year on 60 days' notice to a Participant advise the Participant
that he shall not participate in the Plan after the expiration of such notice
period. A former Participant who has been notified that he will no longer
participate in the Plan, but who remains in the employ of the Company, shall
retain the balance in his Account under the terms of the Plan, but no
additional amounts shall be credited to his Account under Section 4.2 during
the periods in which he is not a Participant.


                                      II-1
<PAGE>
                                  ARTICLE III
                             BASIC BENEFIT ACCRUALS

         3.1 GENERAL BASIC BENEFIT ACCRUAL. Subject to Section 3.2, the Company
shall accrue an amount for the benefit of each Participant equal to 15 percent
of the Participant's Compensation for the Plan Year.
         3.2 REDUCTION OF BASIC BENEFIT ACCRUALS. The Committee may reduce the
percentage of the Basic Benefit Accrual upon written notice to a Participant.
Such reduction shall apply only as to Plan Years following such notice, or in
the case of a new Participant, beginning on the date that the Participant first
receives credit under Section 3.1.


                                     III-1
<PAGE>
                                   ARTICLE IV
                                    ACCOUNT

        4.1 ESTABLISHING A PARTICIPANT'S ACCOUNT. The Committee shall establish
an Account for each Participant in a special Foreign Deferred Compensation
Ledger which shall be maintained by the Company. The Account shall reflect the
amount of the Company's obligation to the Participant at any given time.
        4.2 BASIC BENEFIT ACCOUNT. The Basic Benefit shall be credited to each
Participant's Basic Benefit Account as of the last day of each month of each
Plan Year for the accrual attributable to Compensation paid during that month.
        4.3 GAUGE FOR DETERMINING BENEFITS. Except as specified in Section 4.4,
the Basic Benefit credits described in Section 4.2 shall be credited in
non-monetary units equal to the number of whole shares of Common Stock that
could have been purchased at a price equal to the average closing sale price of
a share of Common Stock during the calendar month for which the allocation is
made as reported by the principal national securities exchange on which the
Common Stock is then listed, if the Common Stock is listed on a national
securities exchange, or the average of the bid and asked price of a share of
Common Stock during such month as reported in the National Association of
Securities Dealers Automated Quotation National Market System (or successor
system) listing if the Common Stock is not then listed on a national securities
exchange, provided that if no such closing price or quotes are so reported
during that month or if, in the discretion of the Committee, another means of
determining the fair market value of the Common Stock for such month shall be
necessary and advisable, the Committee may provide for another means of
determining such value and in monetary units for any amount that is less than
the value of a whole share. Any monetary unit credited to an Account will be
added to the next such amount credited to

                                      IV-1
<PAGE>
the Account and converted into a non-monetary unit as quickly as possible. The
value of each unit credited to an Account and therefore the ultimate value of
the deferred compensation payable to each Participant will increase or decrease
in proportion to the change in the value of a share of Common Stock between the
date of the initial crediting of a unit and the date that the unit is valued
for distribution under Article VI of the Plan.
        4.4 ADJUSTMENTS FOR THE GRANT SPIN-OFF. Following the Grant Spin-Off,
each Participant's Account was deemed credited with one non-monetary unit equal
to one share of Grant Stock for every one non-monetary unit equal to one share
of Common Stock that was deemed to be credited to his Account as of the date of
the Grant Spin-Off or subsequently credited to his Account for Compensation
earned through the date of the Grant Spin-Off.


                                      IV-2

<PAGE>
                                   ARTICLE V
                                    VESTING

         Upon his Retirement, death or Disability while employed with the
Company, a Participant will have a 100 percent nonforfeitable interest in the
Basic Benefit credited to his Account together with any increase in the
accruals as a result of the rise in the value of the non-monetary units after
they have been initially credited, except for the events of forfeiture
described in Section 6.5. In addition, a Participant's interest in the Basic
Benefit credited to his Account together with any increase in the accruals as a
result of the rise in the value of the non-monetary units after they have been
initially credited shall vest on the Vesting Date at the rate set out in the
vesting schedule below, except for events of forfeiture described in Section
6.5 and upon termination of the Plan as provided in Section 9.3.

                Completed Years of
          Service As of the Vesting Date                  Percentage Vested
          ------------------------------                --------------------

     Less than one year...........................................0
     One but less than two.......................................20
     Two but less than three.....................................40
     Three but less than four....................................60
     Four but less than five.....................................80
     Five or more...............................................100



                                      V-1
<PAGE>
                                   ARTICLE VI
                                 DISTRIBUTIONS

        6.1 DEATH. Upon the death of a Participant, his Beneficiary shall
receive the value of the amounts credited to the Participant's Accounts in the
Foreign Deferred Compensation Ledger determined under Section 6.7, and the
distribution shall be made in shares of Common Stock. Notwithstanding the
foregoing, to the extent that shares of Grant Stock were deemed credited to the
Participant's Account in connection with the Grant Spin-Off, the Committee may
cause shares of Grant Stock to be distributed to his Beneficiary or
Beneficiaries. The distribution shall be made within 90 days after the
Participant's death.
         Each Participant, upon notification of his participation in the Plan,
shall file with the Committee a designation of a Beneficiary to whom
distributions otherwise due the Participant shall be made in the event of his
death prior to the distribution of the amount credited to his Accounts in the
Foreign Deferred Compensation Ledger. The designation will be effective upon
receipt by the Committee of a properly executed form which the Committee has
approved for that purpose. The Participant may from time to time revoke or
change any designation of Beneficiary by filing another approved Beneficiary
designation form with the Committee. If there is no valid designation of
Beneficiary on file with the Committee at the time of the Participant's death,
or if all of the Beneficiaries designated in the last Beneficiary designation
have predeceased the Participant or otherwise ceased to exist, the Beneficiary
will be the Participant's spouse, if the spouse survives the Participant, or
otherwise the Participant's estate.
        6.2 DISABILITY. Upon the Disability of a Participant, the Participant
shall receive the value of the amounts credited to the Participant's Accounts
in the Foreign Deferred Compensation Ledger determined under Section 6.7, and
the distribution shall be made in shares of Common Stock.

                                      VI-1

<PAGE>
Notwithstanding the foregoing, to the extent that shares of Grant Stock were
deemed credited to the Participant's Account in connection with the Grant
Spin-Off, the Committee may cause shares of Grant Stock to be distributed to
him. The distribution shall be made within 90 days after the Participant
becomes disabled.
        6.3 RETIREMENT. Upon the Retirement of a Participant on or after
attaining age 60, the Participant shall receive the value of the amounts
credited to his Accounts in the Foreign Deferred Compensation Ledger determined
under Section 6.7, and the distribution shall be made in shares of Common
Stock. Notwithstanding the foregoing, to the extent that shares of Grant Stock
were deemed credited to the Participant's Account in connection with the Grant
Spin-Off, the Committee may cause shares of Grant Stock to be distributed to
him. The distribution shall be made within 90 days after the Participant's
Retirement.
        6.4 TERMINATION PRIOR TO DEATH, DISABILITY OR RETIREMENT. Upon a
Participant's termination from the employ of all Companies prior to death,
Disability or Retirement, the Participant shall receive the portion of the
amount credited to his Accounts in the Foreign Deferred Compensation Ledger,
determined under Section 6.7, which is vested under Article V, and the
distribution shall be made in Common Stock. Notwithstanding the foregoing, to
the extent that shares of Grant Stock were deemed credited to the Participant's
Account in connection with the Grant Spin-Off, the Committee may cause shares
of Grant Stock to be distributed to him. The distribution shall be made within
90 days after the Participant's termination. Any amounts not then vested shall
be forfeited.
        6.5 FORFEITURE FOR CAUSE. If the Committee finds, after full
consideration of the facts presented on behalf of both the Company and a former
Participant, that the Participant was discharged by the Company for fraud,
embezzlement, theft, commission of a felony, proven

                                      VI-2

<PAGE>
dishonesty in the course of his employment by the Company which damaged the
Company, or for disclosing trade secrets of the Company, the entire amount
credited to his Accounts in the Foreign Deferred Compensation Ledger shall be
forfeited even though it may have been previously vested under Article V. The
decision of the Committee as to the cause of a former Participant's discharge
and the damage done to the Company shall be final. No decision of the Committee
shall affect the finality of the discharge of the Participant by the Company in
any manner.
        6.6 RESPONSIBILITY FOR DISTRIBUTIONS AND WITHHOLDING OF TAXES. The
Committee shall furnish information to the Company last employing the
Participant concerning the amount and form of distribution to any Participant
entitled to a distribution so that the Company may make the distribution
required. It will also calculate the deductions, if any, from the amount of the
benefit paid under the Plan for any taxes required to be withheld by any
government or similar authority and will cause them to be withheld and paid to
the appropriate authority. If a Participant earns deferred compensation under
the Plan while in the service of more than one Company, each Company for which
the Participant worked shall pay the amount attributable to the period the
Participant was in the service of that Company.
        6.7 DISTRIBUTION DETERMINATION DATE. For purposes of all distributions
described in this Article VI, the determination date shall be the date of the
actual distribution to the Participant or his Beneficiary, and the number of
shares issued shall be equal to the vested non-monetary units credited to the
Participant's Accounts.
         6.8 RESERVATION OF SHARES. A total of 100,000 shares of Common Stock
have been reserved for issuance for distributions under the Plan.


                                      VI-3
<PAGE>
                                  ARTICLE VII
                                 ADMINISTRATION

        7.1 COMMITTEE APPOINTMENT. The Committee which shall consist of not
less than two members shall be appointed by the Board of Directors. Each
Committee member shall serve until his resignation or removal. The Board of
Directors shall have the sole discretion to remove any one or more Committee
members and appoint one or more replacement or additional Committee members
from time to time.
         7.2 COMMITTEE ORGANIZATION AND VOTING. The Committee shall select from
among its members a chairman who shall preside at all of its meetings and shall
elect a secretary without regard to whether that person is a member of the
Committee. The secretary shall keep all records, documents and data pertaining
to the Committee's supervision and administration of the Plan. A majority of
the members of the Committee shall constitute a quorum for the transaction of
business and the vote of a majority of the members present at any meeting shall
decide any question brought before the meeting. In addition, the Committee may
decide any question by a vote, taken without a meeting, of a majority of its
members. A member of the Committee who is also a Participant shall not vote or
act on any matter relating solely to himself.
         7.3 POWERS OF THE COMMITTEE. The Committee shall have the exclusive
responsibility for the general administration of the Plan according to the
terms and provisions of the Plan and shall have all powers necessary to
accomplish those purposes, including but not by way of limitation, the right,
power and authority:
                  (a) to make rules and regulations for the administration of
         the Plan;


                                     VII-1

<PAGE>
                  (b) to construe all terms, provisions, conditions and
         limitations of the Plan;
                  (c) to correct any defect, supply any omission or reconcile
         any inconsistency that may appear in the Plan in the manner and to the
         extent it deems expedient to carry the Plan into effect;
                  (d) to designate the persons eligible to become Participants;
                  (e) to determine all controversies relating to the
         administration of the Plan, including but not limited to:
                           (1) differences of opinion arising between the
                  Company and aParticipant; and
                           (2) any question it deems advisable to determine in
                  order to promote the uniform administration of the Plan for
                  the benefit of all parties at interest; and (f) to delegate
                  by written notice those clerical and recordation duties of
         the Committee, as it deems necessary or advisable for the proper and
         efficient administration of the Plan.
        7.4 COMMITTEE DISCRETION. The Committee in exercising any power or
authority granted under the Plan or in making any determination under the Plan
shall perform or refrain from performing those acts using its sole discretion
and judgment. Any decision made by the Committee or any refraining to act or
any act taken by the Committee in good faith shall be final and binding on all
parties and shall not be subject to de novo review.


                                     VII-2
<PAGE>
        7.5 ANNUAL STATEMENTS. The Committee shall cause each Participant to
receive an annual statement as soon as administratively feasible after the
conclusion of each Plan Year containing a statement of the Participant's
Accounts in the Foreign Deferred Compensation Ledger through the end of that
Plan Year. The statement shall include a report of the Basic Benefit and the
number of units credited to the Participant's Account for that Plan Year.
        7.6 REIMBURSEMENT OF EXPENSES. The Committee shall serve without
compensation for its services but shall be reimbursed by Weatherford for all
expenses properly and actually incurred in the performance of its duties under
the Plan.


                                     VII-3
<PAGE>
                                  ARTICLE VIII
                            ADOPTION BY SUBSIDIARIES

        8.1 PROCEDURE FOR AND STATUS AFTER ADOPTION. Any Subsidiary may, with
the approval of the Committee, adopt the Plan by appropriate action of its
board of directors. The terms of the Plan will apply separately to each
Subsidiary adopting the Plan and its Participants in the same manner as is
expressly provided for Weatherford and its Participants except that the powers
of the Board of Directors and the Committee under the Plan shall be exercised
by the Board of Directors of Weatherford alone. Weatherford and each Subsidiary
that adopts the Plan shall bear the cost of providing plan benefits for its own
Participants. It is intended that the obligation of Weatherford and each
Subsidiary with respect to its Participants shall be the sole obligation of the
company that is employing the Participant and shall not bind any other company.
        8.2 TERMINATION OF PARTICIPATION BY ADOPTING SUBSIDIARY. Any Subsidiary
that adopts the Plan may, by appropriate action of its board of directors,
terminate its participation in the Plan. The Committee may, in its discretion,
also terminate a Subsidiary's participation in the Plan at any time. The
termination of the participation in the Plan by a Subsidiary shall not,
however, affect the rights of any Participant who is working or has worked for
the Subsidiary as to amounts and/or units previously standing to his credit in
his Accounts in the Foreign Deferred Compensation Ledger.


                                     VIII-1
<PAGE>
                                   ARTICLE IX
                          AMENDMENT AND/OR TERMINATION

        9.1 AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors may
amend or terminate the Plan at any time by an instrument in writing without the
consent of any adopting Company or any Participant.
        9.2 NO RETROACTIVE EFFECT ON AWARDED BENEFITS. No amendment shall
affect the rights of any Participant to the amounts and/or units then standing
to his credit in his Accounts in the Foreign Deferred Compensation Ledger.
However, the Board of Directors shall retain the right to change at any time
and in any manner the method of calculating all Basic Benefits to be accrued in
the future, and the gauge to be used to determine future increases or decreases
in amounts accrued after the date of the amendment.
        9.3 EFFECT OF TERMINATION. If the Plan is terminated, all amounts of
Basic Benefits accrued by the Company and credited to a Participant's Accounts
shall immediately vest as if the Participant were entitled to and did retire on
the date the Plan terminated. Distribution would then commence in accordance
with Section 6.3. However, the forfeiture provisions of Section 6.5 would
continue to apply until the actual date of distribution.


                                      IX-1
<PAGE>
                                   ARTICLE X
                                    PAYMENT

         10.1 PAYMENTS UNDER THIS AGREEMENT ARE THE OBLIGATION OF THE COMPANY.
The Company shall be liable for all benefits due the Participants under the
Plan.
       10.2 PARTICIPANTS MUST RELY ONLY ON GENERAL CREDIT OF THE COMPANY. The
Plan is only a general corporate commitment and that each Participant must rely
upon the general credit of the Company for the fulfillment of its obligations
under the Plan. Under all circumstances, the rights of Participants to any
asset held by the Company shall be no greater than the rights expressed in this
agreement. Nothing contained in the Plan shall constitute a guarantee by the
Company that the assets of the Company will be sufficient to pay any benefits
under the Plan or would place the Participant in a secured position ahead of
general creditors and judgment creditors of the Company.


                                      X-1

<PAGE>
                                   ARTICLE XI
                                 MISCELLANEOUS

         11.1 LIMITATION OF RIGHTS. Nothing in the Plan will be construed:
                  (a) to give any employee of any Company any right to be
         designated a Participant in the Plan;
                  (b) to give a Participant any right with respect to the Basic
         Benefit accrued except in accordance with the terms of the Plan;
                  (c) to limit in any way the right of the Company to terminate
         a Participant's employment with the Company at any time;
                  (d) to evidence any agreement or understanding, expressed or
         implied, that the Company will employ a Participant in any particular
         position or for any particular remuneration; or
                  (e) to give a Participant or any other person claiming
         through him any interest or right under the Plan other than that of
         any unsecured general creditor of the Company.
       11.2 DISTRIBUTION TO MINOR OR INCAPACITATED PERSON. If the Committee
determines that any person to whom a payment is due is a minor or unable to
care for his affairs because of physical or mental disability, it shall have
the authority to cause his payments under the Plan to be made to his parent,
legal guardian, spouse, brother, sister or other person whom the Committee
determines.
 The Committee shall not be responsible to oversee the application of those
payments. Payments made pursuant to this power shall be a complete discharge of
all liability under the Plan and the obligations of the Company and the
Committee.

                                      XI-1
<PAGE>
       11.3 NONALIENATION OF BENEFITS. No right or benefit provided in the Plan
shall be transferable by the Participant except, upon his death, to a named
Beneficiary as provided in the Plan. No right or benefit under the Plan shall
be subject to anticipation, alienation, sale, assignment, pledge, encumbrance
or charge, and any attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge the same shall be void. No right or benefit under the Plan
shall in any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If any
Participant or any Beneficiary becomes bankrupt or attempts to anticipate,
alienate, sell, assign, pledge, encumber or charge any right or benefit under
the Plan, that right or benefit shall, in the discretion of the Committee,
cease. In that event, the Committee may have the Company hold or apply the
right or benefit or any part of it to the benefit of the Participant or
Beneficiary, his or her spouse, children or other dependents or any of them in
any manner and in any proportion the Committee believes to be proper in its
sole and absolute discretion, but is not required to do so.
       11.4 RELIANCE UPON INFORMATION. The Committee shall not be liable for
any decision or action taken in good faith in connection with the
administration of the Plan. Without limiting the generality of the foregoing,
any decision or action taken by the Committee when it relies upon information
supplied it by any officer of the Company, the Company's legal counsel, the
Company's independent accountants or other advisors in connection with the
administration of the Plan shall be deemed to have been taken in good faith.
       11.5 SEVERABILITY. If any term, provision, covenant or condition of the
Plan is held to be invalid, void or otherwise unenforceable, the rest of the
Plan shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
         11.6 NOTICE. Any notice or filing required or permitted to be given to
the Committee or a Participant shall be sufficient if in writing and hand
delivered or sent by mail (postage prepaid) to

                                      XI-2
<PAGE>
the principal office of the Company or to the residential mailing address of
the Participant. Notice shall be deemed to be given as of the date of hand
delivery or if delivery is by mail, as of the date shown on the postmark.
       11.7 GENDER AND NUMBER. If the context requires it, words of one gender
when used in the Plan will include the other genders, and words used in the
singular or plural will include the other.
         11.8 GOVERNING LAW. The Plan will be construed, administered and
governed in all respects by the laws of the State of Texas, United States of
America.




                                      XI-3

<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed effective as of the 1st day of September, 2001.

                                   WEATHERFORD INTERNATIONAL, INC.



                                   By:/s/ Burt M. Martin
                                      ------------------------------


                                   Title:Vice President - Law
                                         ---------------------------

The Subsidiaries listed on Exhibit A are included in the Plan.


<PAGE>


                                                     EXHIBIT A

Aarbakke AS                                                         Norway
Aquatronic Limited                                                  U.K.
Petroline Wellsystems Limited                                       U.K.
Weatherford Eurasia B.V.                                            Netherlands
Weatherford Industria e Comercio Ltda.                              Brazil
Weatherford Oil Tool GmbH                                           Germany
Weatherford Services, S.A.                                          Panama
Anbert Cilindros S.A.I.C.                                           Argentina
EVI de Venezuela, S.A.                                              Venezuela
Griffin Legrand Limited Partnership                                 Alberta
McMurry-Macco (UK) Limited                                          U.K.
Schoeller-Bleckmann Motovilithinskije Sucker Rod Gmbh               Austria
Weatherford BMW Ltd.                                                Alberta
Weatherford Canada Ltd.                                             Alberta
Weatherford Industria e Comercia Ltda.                              Brazil
Grant Prideco, Inc.                                                 Delaware
Weatherford Global Compression Services I, Ltd.                     Alberta
Weatherford Global Compression Services II, Ltd. (10/31/99)         Alberta
Weatherford Compression Canada Ltd. (prior to 10/31/99)             Alberta




</TEXT>
</DOCUMENT>
