WEATHERFORD INTERNATIONAL LTD
FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.4
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<FILENAME>h07960exv10w4.txt
<DESCRIPTION>FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN
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                                                                   EXHIBIT 10.4


                         WEATHERFORD INTERNATIONAL, INC.
                                FOREIGN EXECUTIVE
                        DEFERRED COMPENSATION STOCK PLAN


                            AMENDMENT AND RESTATEMENT
                              EFFECTIVE MAY 9, 2003

<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 Compensation 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 May 9, 2003, as follows:

<PAGE>

                         WEATHERFORD INTERNATIONAL, INC.
                                FOREIGN EXECUTIVE
                        DEFERRED COMPENSATION STOCK PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Section
                                                                                                            -------
<S>      <C>                                                                                                <C>
ARTICLE I -- DEFINITIONS
         Account.............................................................................................1.1
         Assets..............................................................................................1.2
         Basic Benefit.......................................................................................1.3
         Beneficiary.........................................................................................1.4
         Board of Directors..................................................................................1.5
         Change of Control...................................................................................1.6
         Code................................................................................................1.7
         Committee...........................................................................................1.8
         Common Shares.......................................................................................1.9
         Company.............................................................................................1.10
         Compensation........................................................................................1.11
         Disability..........................................................................................1.12
         Entity..............................................................................................1.13
         Foreign Deferred Compensation Ledger................................................................1.14
         Grant Spin-Off......................................................................................1.15
         Grant Stock.........................................................................................1.16
         Parent..............................................................................................1.17
         Parent Board........................................................................................1.18
         Participant.........................................................................................1.19
         Person..............................................................................................1.20
         Plan................................................................................................1.21
         Plan Year...........................................................................................1.22
         Retirement..........................................................................................1.23
         Subsidiary..........................................................................................1.24
         Vesting Date........................................................................................1.25
         Weatherford.........................................................................................1.26
         Year of Service.....................................................................................1.27

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
</TABLE>

                                      -i-

<PAGE>

                         WEATHERFORD INTERNATIONAL, INC.
                                FOREIGN EXECUTIVE
                        DEFERRED COMPENSATION STOCK PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Section
                                                                                                            -------
<S>      <C>                                                                                                <C>
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

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
</TABLE>

                                      -ii-

<PAGE>

                         WEATHERFORD INTERNATIONAL, INC.
                                FOREIGN EXECUTIVE
                        DEFERRED COMPENSATION STOCK PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Section
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<S>      <C>                                                                                                <C>
         Governing Law......................................................................................11.8
</TABLE>

                                      -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 "ASSETS" means assets of any kind owned
by the Parent, including but not limited to securities of the Parent's direct or
indirect subsidiaries and the assets of the Parent's direct or indirect
subsidiaries.

         1.3 "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.

         1.4 "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.

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

         1.6 "CHANGE OF CONTROL" means the occurrence of an event set forth in
any one of the following paragraphs of this Section 1.5:

             (i) any Person is or becomes the Beneficial Owner (as defined in
         Rule 13d-3 under the Securities Exchange Act of 1934, as amended from
         time to time ("Exchange Act")), directly or indirectly, of 20 percent
         or more of either (A) the then outstanding Common Shares (the
         "Outstanding Parent Common Shares") or (B) the combined


                                      I-1

<PAGE>

         voting power of the then outstanding voting securities of the
         Parent entitled to vote generally in the election of directors (the
         "Outstanding Parent Voting Securities"), excluding any Person who
         becomes such a Beneficial Owner in connection with a transaction that
         complies with clauses (A), (B) and (C) of paragraph (iii) below;

             (ii) individuals, who, as of the date hereof, constitute the Parent
         Board (the "Incumbent Board") cease for any reason to constitute at
         least two-thirds of the Parent Board; provided, however, that any
         individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Parent's shareholders, was
         approved by a vote of at least two-thirds of 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 Parent Board; or

             (iii) the consummation of a reorganization, merger, amalgamation,
         consolidation or similar transaction of the Parent or any of its
         subsidiaries or the sale, transfer or other disposition of all or
         substantially all of the Assets (a "Corporate Transaction"), unless,
         following such Corporate Transaction or series of related Corporate
         Transactions, as the case may be, (A) all of the individuals and
         Entities who were the beneficial owners, respectively, of the
         Outstanding Parent Common Shares and Outstanding Parent Voting
         Securities immediately prior to such Corporate Transaction beneficially
         own, directly or indirectly, more than 66 2/3 percent of, respectively,
         the then outstanding common shares and the combined voting power of the
         then outstanding


                                      I-2

<PAGE>

         voting securities entitled to vote generally in the election of
         directors (or other governing body), as the case may be, of the Entity
         resulting from such Corporate Transaction (including, without
         limitation, an Entity which as a result of such transaction owns the
         Parent or all or substantially all of Assets either directly or through
         one or more subsidiaries or Entities) in substantially the same
         proportions as their ownership, immediately prior to such Corporate
         Transaction, of the Outstanding Parent Common Shares and the
         Outstanding Parent Voting Securities, as the case may be, (B) no Person
         (excluding any Entity resulting from such Corporate Transaction or any
         employee benefit plan (or related trust) of the Parent or such Entity
         resulting from such Corporate Transaction) beneficially owns, directly
         or indirectly, 20 percent or more of, respectively, the then
         outstanding common shares of the Entity resulting from such Corporate
         Transaction or the combined voting power of the then outstanding voting
         securities of such Entity except to the extent that such ownership
         existed prior to the Corporate Transaction and (C) at least two-thirds
         of the members of the board of directors or other governing body of the
         Entity resulting from such Corporate Transaction were members of the
         Incumbent Board at the time of the approval of such Corporate
         Transaction; or

             (iv) Approval or adoption by the Parent Board or the shareholders
         of the Parent of a plan or proposal which could result directly or
         indirectly in the liquidation, transfer, sale or other disposal of all
         or substantially all of the Assets or the dissolution of the Parent.

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


                                      I-3

<PAGE>

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

         1.9 "COMMON SHARES" means the common shares, U.S.$1.00 par value, of
Parent.

         1.10 "COMPANY" means Weatherford and its Subsidiaries.

         1.11 "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 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).

         1.12 "DISABILITY" means a physical or mental condition that prevents
the Participant from earning a reasonable livelihood with any Company, Grant
Prideco, Inc. or any subsidiary of


                                      I-4

<PAGE>

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.

         1.13 "ENTITY" means any corporation, partnership, association,
joint-stock company, limited liability company, trust, unincorporated
organization or other business entity.

         1.14 "FOREIGN DEFERRED COMPENSATION LEDGER" means the ledger maintained
by the Committee for each Participant which reflects the Basic Benefit credited
to his Account.

         1.15 "GRANT SPIN-OFF" means the distribution by Weatherford to its
stockholders of all the outstanding shares of stock of Grant Prideco, Inc.

         1.16 "GRANT STOCK" means the common stock, U.S.$.01 par value, of Grant
Prideco, Inc.

         1.17 "PARENT" means Weatherford International Ltd., a Bermuda exempted
company, which has assumed the rights, duties and obligations of Weatherford
under the Plan, or any successor of Weatherford International Ltd. into which
Weatherford International Ltd. is merged, consolidated or amalgamated.

         1.18 "PARENT BOARD" means the Board of Directors of the Parent.

         1.19 "PARTICIPANT" means a non-U.S. resident alien foreign employee of
a Company who is eligible for and is participating in the Plan.

         1.20 "PERSON" has the meaning given such term in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Parent or any of its subsidiaries, (ii)
a trustee or other fiduciary holding securities under an employee benefit plan
of the Parent or any of its Affiliates (as defined in Rule 12b-2 promulgated
under Section 12 of the Exchange Act), (iii) an underwriter temporarily holding


                                      I-5

<PAGE>

securities pursuant to an offering by the Parent of such securities, or (iv) a
corporation or other entity owned, directly or indirectly, by the shareholders
of the Parent in the same proportions as their ownership of the Common Shares.

         1.21 "PLAN" means the Weatherford International, Inc. Foreign Executive
Deferred Compensation Stock Plan set out in this document, as amended from time
to time.

         1.22 "PLAN YEAR" means a one-year period which coincides with the
calendar year.

         1.23 "RETIREMENT" means the retirement of a Participant from any
Company covered by the Plan, Grant Prideco, Inc. or any subsidiary of Grant
Prideco, Inc. on or after attaining age 60 under its retirement policy.

         1.24 "SUBSIDIARY" means any wholly owned foreign subsidiary of
Weatherford.

         1.25 "VESTING DATE" means September 30 (December 31 in the case of Plan
Years commencing on or before January 1, 2000) of each Plan Year.

         1.26 "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.

1.27 "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


                                      I-6

<PAGE>

completed 365 days of 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-7

<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 Common Shares that could have
been purchased at a price equal to the average closing sale price of a Common
Share during the calendar month for which the allocation is made as reported by
the principal national securities exchange on which the Common Shares are then
listed, if the Common Shares are listed on a national securities exchange, or
the average of the bid and asked price of a Common Share during such month as
reported in the National Association of Securities Dealers Automated Quotation
National Market System (or successor system) listing if the Common Shares are
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 Shares 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 the Account and converted into a non-monetary unit as quickly as
possible.


                                      IV-1

<PAGE>

 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 Common Share
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 of Weatherford 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 or decrease 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 or decrease 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, subject to earlier vesting in the event of a
Change of Control as provided in this Article V or upon termination of the Plan
as provided in Section 9.3 and except for events of forfeiture described in
Section 6.5.

                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

         Upon the occurrence of a Change of Control while a Participant is
employed with the Company, the Participant's interest in the Basic Benefit
credited to his Account together with any increase or decrease in the accruals
as a result of the rise in the value of the non-monetary units after they have
been initially credited shall, to the extent not previously vested, be fully and
immediately 100% vested.


                                      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 Common Shares. 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 while the
Participant is employed by the Company, 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 Common Shares. Notwithstanding the


                                      VI-1

<PAGE>

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 Common Shares.
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 Shares. 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 Common Shares 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 persons 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;

             (b) to construe all terms, provisions, conditions and limitations
         of the Plan;


                                     VII-1

<PAGE>

             (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 a
             Participant; 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.

         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.


                                     VII-2

<PAGE>

         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 each Participant must rely upon
the general credit of the Company and the Parent for the fulfillment of its
obligations under the Plan. Under all circumstances, the rights of Participants
to any asset held by the Company or the Parent shall be no greater than the
rights expressed in this agreement. Nothing contained in the Plan shall
constitute a guarantee by the Company or the Parent that the assets of the
Company or the Parent 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 or the Parent.


                                      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.

         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,


                                      XI-1

<PAGE>

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 the principal office of the
Company or to the residential mailing address of the


                                      XI-2

<PAGE>

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, Weatherford has caused this Agreement to be
executed effective as of the 9th day of May, 2003.

                                      WEATHERFORD INTERNATIONAL, INC.


                                      By:  /s/ Burt M. Martin
                                           ------------------------------------
                                      Title: Senior Vice President
                                             ----------------------------------

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

<PAGE>

                                    EXHIBIT A


Petroline Wellsystems Limited                                U.K.
Weatherford Industria e Comercio Ltda.                       Brazil
Weatherford Oil Tool GmbH                                    Germany
Weatherford Canada Partnership                               Alberta
Grant Prideco, Inc.                                          Delaware
Weatherford Services Ltd.                                    Bermuda
Weatherford U.K. Limited                                     U.K.
Weatherford International de Argentina, S.A.                 Argentina
Weatherford Oil Tool Nederland B.V.                          The Netherlands

</TEXT>
</DOCUMENT>
