WEATHERFORD INTERNATIONAL LTD
1998 EMPLOYEE STOCK OPTION PLAN
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<TYPE>EX-10.14
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<FILENAME>h03463exv10w14.txt
<DESCRIPTION>1998 EMPLOYEE STOCK OPTION PLAN
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                                                                  EXHIBIT 10.14











                         WEATHERFORD INTERNATIONAL, INC.

                   1998 EMPLOYEE STOCK OPTION PLAN, AS AMENDED

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                         WEATHERFORD INTERNATIONAL, INC.

                         1998 EMPLOYEE STOCK OPTION PLAN
                AS AMENDED ON SEPTEMBER 28, 1999, APRIL 14, 2000,
                       JULY 5, 2000 AND SEPTEMBER 12, 2001

                                TABLE OF CONTENTS

                                                                      Section
ARTICLE I - PLAN

         Purpose.....................................................   1.1
         Effective Date of Plan......................................   1.2

ARTICLE II - DEFINITIONS

         Affiliate...................................................   2.1
         Board of Directors..........................................   2.2
         Code........................................................   2.3
         Committee...................................................   2.4
         Company.....................................................   2.5
         Disinterested Person........................................   2.6
         Employee....................................................   2.7
         Fair Market Value...........................................   2.8
         Nonqualified Option.........................................   2.9
         Option......................................................  2.10
         Option Agreement............................................  2.11
         Plan........................................................  2.12
         Stock.......................................................  2.13


ARTICLE III - ELIGIBILITY

ARTICLE IV - GENERAL PROVISIONS RELATING TO OPTIONS

         Authority to Grant Options .................................   4.1
         Dedicated Shares............................................   4.2
         Non-Transferability.........................................   4.3
         Requirements of Law.........................................   4.4
         Changes in the Company's Capital Structure..................   4.5


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ARTICLE V - OPTIONS

         Type of Option..............................................   5.1
         Option Price................................................   5.2
         Duration of Options.........................................   5.3
         Amount Exercisable..........................................   5.4
         Exercise of Options.........................................   5.5
         Exercise Following Termination of Employment................   5.6
         Substitution Options........................................   5.7
         No Rights as Stockholder....................................   5.8

ARTICLE VI - ADMINISTRATION

ARTICLE VII - AMENDMENT OR TERMINATION OF PLAN

ARTICLE VIII - MISCELLANEOUS

         No Establishment of a Trust Fund............................   8.1
         No Employment Obligation....................................   8.2
         Tax Withholding.............................................   8.3
         Written Agreement...........................................   8.4
         Indemnification of the Committee
           and the Board of Directors................................   8.5
         Gender......................................................   8.6
         Headings....................................................   8.7
         Other Compensation Plans....................................   8.8
         Other Options or Awards.....................................   8.9
         Governing Law...............................................  8.10


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                                   ARTICLE I.

                                      PLAN

         1.1 PURPOSE. This Plan is a plan for certain employees of the Company
and its Affiliates and is intended to advance the best interests of the Company,
its Affiliates, and its stockholders by providing those persons who have
substantial responsibility for the management and growth of the Company and its
Affiliates with additional incentives and an opportunity to obtain or increase
their proprietary interest in the Company, thereby encouraging them to continue
in the employ of the Company or any of its Affiliates.

         1.2 EFFECTIVE DATE OF PLAN.  This Plan is effective September 8,  1998.


                                   ARTICLE II.

                                   DEFINITIONS

         The words and phrases defined in this Article shall have the meaning
set out in these definitions throughout this Plan, unless the context in which
any such word or phrase appears reasonably requires a broader, narrower, or
different meaning.

         2.1 "AFFILIATE" means any parent corporation and any subsidiary
corporation. The term "parent corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of the action or transaction, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain. The term
"subsidiary corporation" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
action or transaction, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.

         2.2 "BOARD OF DIRECTORS" means the board of directors of the Company.

         2.3 "CODE" means the Internal Revenue Code of 1986, as amended.

         2.4 "COMMITTEE" means the Compensation Committee of the Board of
Directors or such other committee designated by the Board of Directors.

         2.5 "COMPANY" means Weatherford International, Inc.

         2.6 "EMPLOYEE" means a person employed by the Company or any Affiliate
to whom an Option is granted.


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         2.7  "EXECUTIVE OFFICER" means a "officer" of the Company as defined in
Rule 16a-1 under the Securities Exchange Act of 1934.

         2.8  "FAIR MARKET VALUE" of the Stock as of any date means (a) the
closing sales price of the Stock on that date on the principal securities
exchange on which the Stock is listed; or (b) if the Stock is not listed on a
securities exchange, the closing sales price of the Stock on that date as
reported on the New York Stock Exchange; or (c) if the Stock is not listed on
the New York Stock Exchange, the average of the high and low bid quotations for
the Stock on that date as reported by the National Quotation Bureau
Incorporated; or (d) if none of the foregoing is applicable, an amount at the
election of the Committee equal to the (x) the average between the closing bid
and ask prices per Share of Stock on the last preceding date on which those
prices were reported or (y) that amount as determined by the Committee in its
sole discretion.

         2.9  "NONQUALIFIED OPTION" means an option granted under this Plan
which is not intended to satisfy the requirements of Section 422 of the Code.

         2.10 "OPTION" means a Nonqualified Option granted under this Plan to
purchase shares of Stock.

         2.11 "OPTION AGREEMENT" means the written agreement which sets out the
terms of an Option.

         2.12 "PLAN" means the Weatherford International, Inc. 1998 Employee
Stock Option Plan, as set out in this document and as it may be amended from
time to time.

         2.13 "STOCK" means the common stock of the Company, $1.00 par value (or
such other par value as may be designated by act of the Company's stockholders)
or, in the event that the outstanding shares of common stock are later changed
into or exchanged for a different class of stock or securities of the Company or
another corporation, that other stock or security.


                                  ARTICLE III.

                                   ELIGIBILITY

         The individuals who shall be eligible to receive Nonqualified Options
shall be all employees of the Company or any of its Affiliates. Grants will be
made to such of those employees who are eligible to participate as the Committee
shall determine from time to time. The Committee may designate one or more
individuals who shall be eligible to receive any Option under this Plan or under
other similar plans of the Company.


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                                   ARTICLE IV.

                     GENERAL PROVISIONS RELATING TO OPTIONS

         4.1 AUTHORITY TO GRANT OPTIONS. The Committee may grant to those
employees of the Company or any of its Affiliates, as it shall from time to time
determine, Options under the terms and conditions of this Plan. Subject only to
any applicable limitations set out in this Plan, the number of shares of Stock
to be covered by any Option to be granted to an employee of the Company or any
of its Affiliates shall be as determined by the Committee.

         4.2 DEDICATED SHARES. The total number of shares of Stock with respect
to which Options may be granted under the Plan shall be 22,000,000 shares. The
shares of Stock that may be issued to employees who are not Executive Officers
may be either treasury shares or authorized but unissued shares. The shares of
Stock that may be issued to Executive Officers may be treasury shares or, if
necessary to permit the issuance of shares upon the exercise of an Option to an
Executive Officer, subject to the receipt of all necessary approvals by the
stockholders of the Company, authorized but unissued shares. The number of
shares stated in this Section 4.2 shall be subject to adjustment in accordance
with the provisions of Section 4.5.

         In the event that any outstanding Option shall expire or terminate for
any reason or any Option is surrendered, the shares of Stock allocable to the
unexercised portion of that Option may again be subject to an Option under the
Plan.

         4.3 NON-TRANSFERABILITY.  Options shall not be transferable by the
Employee otherwise than by will or under the laws of descent and distribution or
pursuant to a domestic relations order, and shall be exercisable, during the
Employee's lifetime, only by the Employee

         4.4 REQUIREMENTS OF LAW.

         (a) In the event the shares issuable on exercise of an Option are not
registered under the Securities Act of 1933, the Company may imprint on the
certificate for such shares the following legend or any other legend which
counsel for the Company considers necessary or advisable to comply with the
Securities Act of 1933:

          "The shares of stock represented by this certificate have not
          been registered under the Securities Act of 1933 or under the
          securities laws of any state and may not be sold or transferred
          except upon such registration or upon receipt by the Corporation
          of an opinion of counsel satisfactory to the Corporation, in
          form and substance satisfactory to the Corporation, that
          registration is not required for such sale or transfer."

The Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) and, in the event any shares are so registered, the Company
may remove any legend on certificates representing such shares. The Company
shall not be obligated to take any other affirmative action in order to cause


                                      -3-

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the exercise of an Option or the issuance of shares pursuant thereto to comply
with any law or regulation of any governmental authority.

        (b) The Company shall (i) reserve a number of authorized but unissued
shares of Stock sufficient to satisfy its obligations hereunder and (ii) shall
reserve or acquire such number of treasury shares of Stock as may be necessary
from time to time to allow any vested Options that are required to be satisfied
with treasury shares to be exercised.

        4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

        If the Company shall effect a subdivision or consolidation of shares or
other capital adjustment of, or the payment of a dividend in capital stock or
other equity securities of the Company on, its Common Stock, or other increase
or reduction of the number of shares of the Common Stock without receiving
consideration therefor in money, services, or property, or the reclassification
of its Common Stock, in whole or in part, into other equity securities of the
Company, then (a) the number, class and per share price of shares of stock
subject to outstanding Options hereunder shall be appropriately adjusted (or in
the case of the issuance of other equity securities as a dividend on, or in a
reclassification of, the Common Stock, the Options shall extend to such other
securities) in such a manner as to entitle an optionee to receive, upon exercise
of an Option, for the same aggregate cash consideration, the same total number
and class or classes of shares (or in the case of a dividend of, or
reclassification into, other equity securities, such other securities) he would
have held after such adjustment if he had exercised his Option in full
immediately prior to the event requiring the adjustment, or, if applicable, the
record date for determining stockholders to be affected by such adjustment; and
(b) the number and class of shares then reserved for issuance under the Plan (or
in the case of a dividend of, or reclassification into, other equity securities,
such other securities) shall be adjusted by substituting for the total number
and class of shares of stock then received, the number and class or classes of
shares of stock (or in the case of a dividend of, or reclassification into,
other equity securities, such other securities) that would have been received by
the owner of an equal number of outstanding shares of Common Stock as a result
of the event requiring the adjustment. Comparable rights shall accrue to each
optionee in the event of successive subdivisions, consolidations, capital
adjustments, dividends or reclassifications of the character described above.

        If the Company shall distribute to all holders of its shares of Common
Stock (including any such distribution made to non-dissenting stockholders in
connection with a consolidation or merger in which the Company is the surviving
corporation and in which holders of shares of Common Stock continue to hold
shares of Common Stock after such merger or consolidation) evidences of
indebtedness or cash or other assets (other than cash dividends payable out of
consolidated retained earnings not in excess of, in any one year period, the
greater of (a) in an amount per share of Common Stock equal to $1.00 per share
of Common Stock (as the same may be adjusted from time


                                      -4-

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to time by the Board of Directors to reflect the effect of changes in
capitalization) and (b) two times the aggregate amount of dividends per share
paid during the preceding calendar year and dividends or distributions payable
in shares of Common Stock or other equity securities of the Company described in
the immediately preceding paragraph, but including stock or other securities of
any corporation or other entity owned by the Company), then in each case the
Option Price shall be adjusted by reducing the Option Price in effect
immediately prior to the record date for the determination of stockholders
entitled to receive such distribution by the fair market value, as determined in
good faith by the Board of Directors of the Company (whose determination shall
be described in a statement filed in the Company's corporate records and be
available for inspection by any holder of an Option) of the portion of the
evidence of indebtedness or cash or other assets so to be distributed applicable
to one share of Common Stock; provided that in no event shall the Option Price
be less than the par value of a share of Common Stock. In the event such
adjustment would result in the Option Price being less than the par value of a
share of Common Stock but for the foregoing proviso, the terms of the Option
shall be appropriately adjusted so as to maintain the economic value of the
Option, including through an adjustment to the number of shares of Common Stock
subject to the Option and through a provision allowing the holder of the Option
to receive the evidence of indebtedness or cash or other assets so to be
distributed applicable to one share of Common Stock for each share of Common
Stock that may be purchased on the exercise of the Option. Such adjustment shall
be made whenever any such distribution is made, and shall become effective on
the date of the distribution retroactive to the record date for the
determination of the stockholders entitled to receive such distribution. In
addition, in the event the Company distributes shares or other securities of a
subsidiary corporation or other entity to the holders of the Common Stock, the
Board of Directors may, in lieu of the adjustment provided above, either (i)make
provision allowing the holder of the Option to receive the shares or securities
of the corporation or entity that are subject to the distribution in addition to
the shares of the Common Stock subject to the Option or (ii) adjust the exercise
price and number of shares subject to the Option in a manner deemed appropriate
to maintain the economic value of the Option. In the case of an adjustment
pursuant to clause (i), separate option agreements covering each security may be
used, with the Option Price to be allocated between the securities. Comparable
adjustments shall be made in the event of successive distributions of the
character described above.

        If the Company shall make a tender offer for, or grant to all of its
holders of its shares of Common Stock the right to require the Company or any
subsidiary of the Company to acquire from such stockholders shares of, Common
Stock, at a price in excess of the Fair Market Value (a "Put Right") or the
Company shall grant to all of its holders of its shares of Common Stock the
right to acquire shares of Common Stock for less than the Fair Market Value (a
"Purchase Right") then, in the case of a Put Right, the Option Price shall be
adjusted by multiplying the Option Price in effect immediately prior to the
record date for the determination of stockholders entitled to receive such Put
Right by a fraction, the numerator of which shall be the number of shares of
Common Stock then outstanding minus the number of shares of Common Stock which
could be purchased at the Fair Market Value for the aggregate amount which would
be paid if all Put Rights are exercised and the denominator of which is the
number of shares of Common Stock which would be outstanding if all Put Rights
are exercised; and, in the case of a Purchase Right, the Option Price shall be
adjusted by multiplying the Option Price in effect immediately prior to the
record date for the determination of the stockholders entitled to receive such
Purchase Right by a fraction, the numerator of which shall be the number of
shares of Common Stock then outstanding plus the number of shares of Common


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Stock which could be purchased at the Fair Market Value for the aggregate amount
which would be paid if all Purchase Rights are exercised and the denominator of
which is the number of shares of Common Stock which would be outstanding if all
Purchase Rights are exercised. In addition, the number of shares subject to the
Option shall be increased by multiplying the number of shares then subject to
the Option by a fraction which is the inverse of the fraction used to adjust the
Option Price. Notwithstanding the foregoing, if any such Put Rights or Purchase
Rights shall terminate without being exercised, the Option Price and number of
shares subject to the Option shall be appropriately readjusted to reflect the
Option Price and number of shares subject to the Option which would have been in
effect if such unexercised Rights had never existed. Comparable adjustments
shall be made in the event of successive transactions of the character described
above.

        If there is a merger of one or more corporations or entities with or
into the Company in which the Company is not the sole survivor or there is an
exchange, conversion or modification to the ownership of the then outstanding
shares of Common Stock of the Company, a consolidation of the Company and any
one or more corporations or entities, a statutory share or interest exchange in
which all of the Common Stock is acquired or any other similar business
combination with respect to the Company in which the Common Stock is acquired by
a third party, each optionee, at no additional cost, shall be entitled to
receive, upon any exercise of his Option, in lieu of the number of shares as to
which the Option shall then represent the right to purchase, the number and
class of shares of stock or other securities, assets or other property,
including cash, to which the optionee would have been entitled to receive or
continue to hold pursuant to the terms of the agreement of merger,
consolidation, share or interest exchange or other similar transaction if at the
time of such merger, consolidation, share or interest exchange such optionee had
been a holder of a number of shares of Common Stock equal to the number of
shares as to which the Option shall then represent the right to purchase.
Comparable rights shall accrue to each optionee in the event of successive
mergers, consolidations, share or interest exchanges or other transactions of
the character described above.

        If a corporate transaction described in Section 424(a) of the Code which
involves the Company is to take place and there is to be no surviving
corporation or entity while an Option remains in whole or in part unexercised,
it may be cancelled by the Board of Directors as of the effective date of any
such corporate transaction but before the date each optionee shall be provided
with a notice of such cancellation and each optionee shall have the right to
exercise such Option in full (without regard to any limitations on exercise set
forth in or imposed by the option agreement pursuant to which such Option was
granted as contemplated by Paragraph 9 of the Plan) to the extent it is then
still unexercised during a 30-day period preceding the effective date of such
corporate transaction.

        In the event (i) the Company were to distribute to its stockholders or
otherwise divest of a majority of the stock of a subsidiary corporation that is
the principal employer of the Employee and (ii) following such distribution or
divestment the stock of the subsidiary corporation or any parent corporation of
such subsidiary corporation is listed or authorized for listing on a national
securities exchange or authorized for quotation on the NASDAQ national market
(or successor market), the Board of Directors may, but shall not be required to,
adjust the terms of the Option to provide that such Option shall only represent
a right to purchase shares in such subsidiary corporation or parent corporation
and the number of shares and exercise price will be appropriately adjusted so as
to


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maintain the economic value of the Option. This adjustment would be in lieu of
any adjustment that might otherwise be required under this Section 4.5 for that
transaction.

        Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock then
subject to outstanding Options.


                                   ARTICLE V.

                                    OPTIONS

         5.1 TYPE OF OPTION.  All Options granted under this Plan shall
constitute Nonqualified Options.

         5.2 OPTION PRICE. The price at which shares of Stock may be purchased
under a Nonqualified Option shall not be less than the aggregate par value of
the shares of Stock on the date the Option is granted. The Committee in its
discretion may provide that the price at which shares of Stock may be purchased
under a Nonqualified Option may be more or less than 100% of Fair Market Value
on the date of grant.

         5.3 DURATION OF OPTIONS. Unless otherwise provided in an Option
Agreement, no Option shall be exercisable after one day less than 10 years from
the date the Option becomes first exercisable.

         5.4 AMOUNT EXERCISABLE. Each Option may be exercised by an Employee
from time to time, in whole or in part, after three years from the date of
grant, in the manner and subject to the conditions the Committee, in its sole
discretion, may provide in the Option Agreement, as long as the Option is valid
and outstanding under the terms of this Plan. Unless otherwise provided in an
Option Agreement, (a) in the case of death or disability within three years of
the date of grant, while the optionee is an Employee, each Option shall become
immediately exercisable as described in Section 5.6, and (b) in the case of
retirement by an Employee within three years of the date of grant, each Option
shall become exercisable as described in Section 5.6.

         5.5 EXERCISE OF OPTIONS. An optionee may exercise such optionee's
Option by delivering to the Company a written notice stating (i) that such
optionee wishes to exercise such Option on the date such notice is so delivered,
(ii) the number of shares of stock with respect to which such Option is to be
exercised, (iii) the address to which the certificate representing such shares
of stock should be mailed, and (iv) the social security number of such optionee.
In order to be effective, such written notice shall be accompanied by (i)
payment of the Option price of such shares of stock and (ii) payment of an
amount of money necessary to satisfy any withholding tax liability that may
result from the exercise of such Option. Each such payment shall be made by
cashier's check drawn on a national banking association and payable to the order
of the Company in United States dollars.


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         Unless otherwise provided in an Option Agreement, if, at the time of
receipt by the Company of such written notice, (i) the Company has unrestricted
surplus in an amount not less than the Option price of such shares of stock,
(ii) all accrued cumulative preferential dividends and other current
preferential dividends on all outstanding shares of preferred stock of the
Company have been fully paid, (iii) the acquisition by the Company of its own
shares of stock for the purpose of enabling such optionee to exercise such
Option is otherwise permitted by applicable law and without any vote or consent
of any stockholder of the Company, and (iv) there shall have been adopted, and
there shall be in full force and effect, a resolution of the Board of Directors
of the Company authorizing the acquisition by the Company of its own shares of
stock for such purpose, then such optionee may deliver to the Company, in
payment of the Option price of the shares of stock with respect to which such
Option is exercised, (x) certificates registered in the name of such optionee
that represent a number of shares of stock legally and beneficially owned by
such optionee (free of all liens, claims and encumbrances of every kind) and
having a fair market value on the date of receipt by the Company of such written
notice that is not greater than the Option price of the shares of stock with
respect to which such Option is to be exercised, such certificates to be
accompanied by stock powers duly endorsed in blank by the record holder of the
shares of stock represented by such certificates, with the signature of such
record holder guaranteed by a national banking association (or in lieu of such
certificates, other arrangements for the transfer of such shares to the Company
which are satisfactory to the Company), and (y) if the Option price of the
shares of stock with respect to which such Option is to be exercised exceeds
such fair market value, a cashier's check drawn on a national banking
association and payable to the order of the Company in an amount, in United
States dollars, equal to the amount of such excess plus the amount of money
necessary to satisfy any withholding tax liability that may result from the
exercise of such Option. Notwithstanding the provisions of the immediately
preceding sentence, the Committee, in its sole discretion, may refuse to accept
shares of stock in payment of the Option price of the shares of stock with
respect to which such Option is to be exercised and, in that event, any
certificates representing shares of stock that were received by the Company with
such written notice shall be returned to such optionee, together with notice by
the Company to such optionee of the refusal of the Committee to accept such
shares of stock. Unless otherwise provided in the Option Agreement, the Company,
upon approval of the Committee and in its sole discretion, upon the request of
the optionee, may retain shares of Common Stock which would otherwise be issued
upon exercise of an Option to satisfy any withholding tax liability that may
result from the exercise of such Option, which shares shall be valued for such
purpose at their then Fair Market Value. If, at the expiration of seven business
days after the delivery to such optionee of such written notice from the
Company, such optionee shall not have delivered to the Company a cashier's check
drawn on a national banking association and payable to the order of the Company
in an amount, in United States dollars, equal to the Option Price of the shares
of stock with respect to which such Option is to be exercised, such written
notice from the optionee to the Company shall be ineffective to exercise such
Option.

         As promptly as practicable after the receipt by the Company of (i) such
written notice from the optionee, (ii) payment, in the form required by the
foregoing provisions of this Paragraph 5.5, of the Option Price of the shares of
stock with respect to which such Option is to be exercised, and (iii) payment,
in the form required by the foregoing provisions of this Section, of an amount
of money necessary to satisfy any withholding tax liability that may result from
the exercise of such Option, a certificate representing the number of shares of
stock with respect to which such Option


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has been so exercised, reduced, to the extent applicable by the number of shares
retained by the Company as provided above to pay any required withholding tax,
such certificate to be registered in the name of such optionee, provided that
such delivery shall be considered to have been made when such certificate shall
have been mailed, postage prepaid, to such optionee at the address specified for
such purpose in such written notice from the optionee to the Company.

         5.6 EXERCISE FOLLOWING TERMINATION OF EMPLOYMENT.  Unless it is
expressly provided otherwise in the Option Agreement or other written agreement
with the Employee that provides otherwise, Options shall terminate as follows:

             SEVERANCE OF EMPLOYMENT. If the Employee severs employment from
the Company and all Affiliates prior to three years from the date such Options
were granted, for any reason, with or without cause, other than for death,
retirement under the then established rules of the Company, or severance for
disability, all such Options shall terminate and be immediately forfeited, and
not be exercisable. If the Employee severs employment from the Company and all
Affiliates for any reason, with or without cause, other than for death,
retirement under the then established rules of the Company, or severance for
disability on or after three years from the date such Options were granted, the
Options shall continue in effect until the date such Options are otherwise due
to expire in accordance with Section 5.3, unless it is expressly provided
otherwise in the Option Agreement or other written agreement with the Employee
that provides otherwise. Whether authorized leave of absence or absence on
military or government service shall constitute severance of the employment of
the Employee shall be determined by the Committee at that time.

             In determining the employment relationship between the Company and
the Employee, employment by any Affiliate shall be considered employment by the
Company, as shall employment by a corporation issuing or assuming a stock option
in a transaction to which Section 424(a) of the Code applies, or by a parent
corporation or subsidiary corporation of the corporation issuing or assuming a
stock option (and for this purpose, the phrase "corporation issuing or assuming
a stock option" shall be substituted for the word "Company" in the definitions
of parent corporation and subsidiary corporation in Section 2.1, and the
parent-subsidiary relationship shall be determined at the time of the corporate
action described in Section 424(a) of the Code).

             DEATH. If the Employee dies prior to three years from the date
such Options were granted, the Options shall continue in effect until 10 years
following the date of the Employee's death, unless it is expressly provided
otherwise in the Option Agreement. If the Employee dies on or after three years
from the date such Options were granted, the Option shall continue in effect
until the date the Option is otherwise due to expire in accordance with Section
5.3, unless it is expressly provided otherwise in the Option Agreement. After
the death of the Employee, the Employee's executors, administrators or any
persons to whom his Option may be transferred by will or by the laws of descent
and distribution shall have the right, at any time prior to the Option's
expiration to exercise it.

             RETIREMENT. If the Employee shall be retired in good standing
from the employ of the Company under the then established rules of the Company,
prior to three years from the date such Options were granted, the Employee shall
vest in the number of Options determined by multiplying the number of Options
granted to the Employee by a fraction, the numerator of which is the


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Employee's total whole years of service since the Options were granted and the
denominator of which is three. With respect to these vested Options, the Options
shall be exercisable until 10 years following the date of the Employee's
retirement in accordance with this Section 5.6, unless it is expressly provided
otherwise in the Option Agreement. If the Employee shall be retired in good
standing from the employ of the Company under the then established rules of the
Company on or after three years from the date such Options were granted, such
Options shall continue until the date the Options are otherwise due to expire in
accordance with Section 5.3, unless it is expressly provided otherwise in the
Option Agreement.

             DISABILITY. If the Employee shall be severed from the employ of
the Company for disability prior to three years from the date such Options were
granted, the Options shall be immediately exercisable and continue in effect
until 10 years following the date he severed from the employ of the Company for
disability, unless it is expressly provided otherwise in the Option Agreement.
If the Employee shall be severed from the employ of the Company for disability
on or after three years from the date such Options were granted, the Options
shall continue in effect until the date the Options are otherwise due to expire
in accordance with Section 5.3, unless it is expressly provided otherwise in the
Option Agreement.

         5.7 SUBSTITUTION OPTIONS. Options may be granted under this Plan
from time to time in substitution for stock options held by employees of other
corporations who are about to become employees of the Company, or whose employer
is about to become a parent or subsidiary corporation of the Company,
conditioned upon the employee becoming an employee of the Company or a parent or
subsidiary corporation of the Company, as a result of the merger or
consolidation of the Company with another corporation, or the acquisition by the
Company of substantially all the assets of another corporation, or the
acquisition by the Company of at least 50% of the issued and outstanding stock
of another corporation as the result of which it becomes a subsidiary of the
Company. The terms and conditions of the substitute Options so granted may vary
from the terms and conditions set forth in this Plan to such extent as the Board
of Directors of the Company at the time of grant may deem appropriate to
conform, in whole or in part, to the provisions of the stock options in
substitution for which they are granted.

         5.8 NO RIGHTS AS STOCKHOLDER.  No Employee shall have any rights as
a stockholder with respect to Stock covered by his Option until the date a stock
certificate is issued for the Stock.

                                   ARTICLE VI.

                                 ADMINISTRATION

         This Plan shall be administered by the Committee. All questions of
interpretation and application of this Plan and Options shall be subject to the
determination of the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be as effective as if it had been made
by a majority vote at a meeting properly called and held. In carrying out its
authority under this Plan, subject to the express terms of any outstanding
Option or other agreement with an Employee, the


                                      -10-

<PAGE>

Committee shall have full and final authority and discretion, including but not
limited to the following rights, powers and authorities, to:

              1.    determine the Employees to whom and the time or times at
         which Options will be made,

              2.    determine the number of shares and the purchase price of
         Stock covered in each Option, subject to the terms of this Plan,

              3.    determine the terms, provisions and conditions of each
         Option, which need not be identical,

              4.    accelerate the time at which any outstanding Option may be
         exercise,

              5.    define the effect, if any, on an Option of the death,
         disability, retirement, or termination of employment of the Employee,

              6.    prescribe, amend and rescind rules and regulations relating
         to administration of this Plan, and

              7.    make all other determinations and take all other actions
         deemed necessary, appropriate, or advisable for the proper
         administration of this Plan.

The actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of this Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties.

                                  ARTICLE VII.

                        AMENDMENT OR TERMINATION OF PLAN

         The Board of Directors of the Company may amend, terminate or suspend
this Plan at any time, in its sole and absolute discretion subject to the rights
of holders of outstanding Options at the time of such amendment, termination or
suspension..


                                  ARTICLE VIII.

                                  MISCELLANEOUS

         8.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside
nor shall a trust fund of any kind be established to secure the rights of any
Employee under this Plan. All Employees shall at all times rely solely upon the
general credit of the Company for the payment of any benefit which becomes
payable under this Plan.


                                      -11-

<PAGE>

         8.2 NO EMPLOYMENT OBLIGATION. The granting of any Option shall not
constitute an employment contract, express or implied, nor impose upon the
Company or any Affiliate any obligation to employ or continue to employ any
Employee. The right of the Company or any Affiliate to terminate the employment
of any person shall not be diminished or affected by reason of the fact that an
Option has been granted to him.

         The decision of the Committee as to the cause of the Employee's
discharge, the damage done to the Company or an Affiliate, and the extent of the
Employee's competitive activity shall be final. No decision of the Committee,
however, shall affect the finality of the discharge of the Employee by the
Company or an Affiliate in any manner.

         8.3 TAX WITHHOLDING. The Company or any Affiliate shall be entitled to
deduct from other compensation payable to each Employee any sums required by
federal, state, or local tax law to be withheld with respect to the grant or
exercise of an Option. In the alternative, the Company may require the Employee
(or other person exercising the Option) to pay the sum directly to the employer
corporation. If the Employee (or other person exercising the Option) is required
to pay the sum directly, payment in cash or by check of such sums for taxes
shall be delivered within 10 days after the date of exercise . The Company shall
have no obligation upon exercise of any Option until payment has been received,
unless withholding (or offset against a cash payment) as of or prior to the date
of exercise is sufficient to cover all sums due with respect to that exercise.
The Company and its Affiliates shall not be obligated to advise an Employee of
the existence of the tax or the amount which the employer corporation will be
required to withhold. The Company may also allow for the retention of shares of
Stock issuable upon the exercise of Options to satisfy such withholding.

         8.4 WRITTEN AGREEMENT. Each Option shall be embodied in a written
Option Agreement which shall be subject to the terms and conditions of this Plan
and shall be signed by the Employee and the Company. The Option Agreement may
contain any other provisions that the Committee in its discretion shall deem
advisable.

         8.5 INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. With
respect to administration of this Plan, the Company shall indemnify each present
and future member of the Committee and the Board of Directors against, and each
member of the Committee and the Board of Directors shall be entitled without
further act on his part to indemnity from the Company for, all expenses
(including attorney's fees, the amount of judgments and the amount of approved
settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to the Company itself) reasonably incurred by him in
connection with or arising out of any action, suit, or proceeding in which he
may be involved by reason of his being or having been a member of the Committee
and/or the Board of Directors, whether or not he continues to be a member of the
Committee and/or the Board of Directors at the time of incurring the
expenses--including, without limitation, matters as to which he shall be finally
adjudged in any action, suit or proceeding to have been found to have been
negligent in the performance of his duty as a member of the Committee of the
Board of Directors. However, this indemnity shall not include any expenses
incurred by any member of the Committee and/or the Board of Directors in respect
of matters as to which he shall be finally adjudged in any action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in the
performance of his duty as a member of the Committee or the Board of Directors.
In addition, no right of indemnification under this Plan shall be available to
or enforceable


                                      -12-

<PAGE>

by any member of the Committee and the Board of Directors unless, within 60 days
after institution of any action, suit or proceeding, he shall have offered the
Company, in writing, the opportunity to handle and defend same at its own
expense. This right of indemnification shall inure to the benefit of the heirs,
executors or administrators of each member of the Committee and the Board of
Directors and shall be in addition to all other rights to which a member of the
Committee and the Board of Directors may be entitled as a matter of law,
contract, or otherwise.

         8.6 GENDER. If the context requires, words of one gender when used in
this Plan shall include the others and words used in the singular or plural
shall include the other.

         8.7 HEADINGS. Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of this Plan and shall
not be used in construing the terms of this Plan.

         8.8 OTHER COMPENSATION PLANS. The adoption of this Plan shall not
affect any other stock option, incentive or other compensation or benefit plans
or arrangements, including any employment, change of control or severance
agreements, in effect with or for the Company or any Affiliate, nor shall this
Plan preclude the Company from establishing any other forms of incentive or
other compensation for employees of the Company or any Affiliate.

         8.9 OTHER OPTIONS. The grant of an Option shall not confer upon the
Employee the right to receive any future or other Options under this Plan,
whether or not Options may be granted to similarly situated Employees, or the
right to receive future Options upon the same terms or conditions as previously
granted.

         8.10 GOVERNING LAW. The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Delaware.


                                      -13-

<PAGE>
                         WEATHERFORD INTERNATIONAL, INC.
                   1998 EMPLOYEE STOCK OPTION PLAN, AS AMENDED

                             STOCK OPTION AGREEMENT


         Under the terms and conditions of the Weatherford International, Inc.
1998 Employee Stock Option Plan, as amended (the "Plan"), a copy of which is
attached hereto and incorporated in this Agreement by reference, Weatherford
International, Inc. (the "Company") grants to ___________________ (the
"Optionee") the option to purchase ______________ common shares, par value
U.S.$1.00 per share, ("Common Shares") of Weatherford International Ltd., a
Bermuda company ("Parent"), at the price of U.S.$__________ per share, subject
to adjustment as provided in the Plan (the "Option") as follows:

         1.  Grant. (a) The Company hereby grants to the Optionee the Option
effective as of __________, 200__ (the "Date of Grant"). The Company and the
Optionee agree that the Option shall be subject to the terms of this Agreement
and the Plan. The Company and Optionee further agree that this Agreement,
together with the Plan and the Employment Agreement with the Optionee dated
___________________ (the "Employment Agreement"), sets forth the complete terms
of the Option as in effect on the date hereof. To the extent the terms of this
Agreement and the Option vary with the terms of the Plan, the terms of this
Agreement and the Option shall prevail to the extent necessary to permit the
grant of the Option.

         (b) Subject to the terms and conditions of this Agreement and the Plan,
the Option provides the Optionee with the option to purchase __________ Common
Shares at a price of U.S.$__________ per share (the "Option Price").

         (c) The Option is subject to the terms and provisions of the Plan,
which are incorporated herein by reference. The Option shall also be subject to
the terms of the Employment Agreement. Capitalized terms used in this Agreement
but not defined herein shall have the respective meanings ascribed to them in
the Plan.

         (d) The Option is considered to be a non-statutory option and is not
intended to be an incentive stock option within the meaning of Section 422(b) of
the Internal Revenue Code of 1986, as amended (the "Code").

         (e) The Option shall become fully vested and exercisable following
three years from the Date of Grant; provided, however, the Option is subject to
earlier vesting in the event of a "Change in Control" as provided in Section
1(f) hereof, or in the event of termination of employment within three years
from the Date of Grant (i) by the Optionee for Good Reason (applicable only if
such term and manner of termination is specifically provided for in the
Employment Agreement), (ii) by the Company for any reason other than Cause (as
defined in the Employment Agreement) or (iii) due to death, disability or
retirement, each as provided for in


                                     -14-

<PAGE>

Section 6 hereof. No Option however shall be exercisable after one day less than
10 years from the date the Option becomes first exercisable.

         (f) The Option shall become fully vested and immediately exercisable
with respect to all of the shares subject to the Option upon the occurrence of a
Change in Control (as defined herein). For purposes of this Agreement, a Change
in Control shall mean the occurrence of one or more of the following events: (i)
any "person", including a "group", as those terms are used in Section 13(d)(3)
of the Securities Exchange Act of 1934, other than an Affiliate of the Parent as
of the Date of Grant, becomes the beneficial owner, directly or indirectly, of
securities of the Parent representing 30% or more of the combined voting power
of the Parent's then outstanding voting securities (for purposes of
clarification, a Corporate Transaction (as defined below) that would not
constitute a Change of Control under clause (ii) below shall not be deemed to be
a Change of Control under this clause (i)); (ii) the consummation of a
reorganization, merger, amalgamation or consolidation or the sale or other
disposition of all or substantially all of the assets of the Parent (a
"Corporate Transaction") and immediately after giving effect to the Corporate
Transaction either (A) less than 65% of the outstanding voting securities of the
Parent or the entity resulting from such Corporate Transaction (including,
without limitation, a corporation which as a result of such transaction owns the
Parent or all or substantially all of the Parent's assets either directly or
through one or more subsidiaries) are then beneficially owned in the aggregate
by (x) the shareholders of the Parent immediately prior to such Corporate
Transaction or (y) if a record date has been set to determine the shareholders
of the Parent entitled to vote on such Corporate Transaction, the shareholders
of the Parent as of such record date, or (B) the board of directors of the
Parent, or similar governing body, of the entity resulting from the Corporate
Transaction does not have as a majority of its members the persons specified in
clause (iii)(A) and (B) below; (iii) if at any time the following do not
constitute a majority of the board of directors of the Parent (or any entity
resulting from a Corporate Transaction): (A) persons who are directors of the
Parent on the Date of Grant and (B) persons who, prior to their election as a
director of the Parent (or any entity resulting from a Corporate Transaction if
applicable), were nominated, recommended or endorsed by a formal resolution of
the board of directors of the Parent; (iv) persons who are directors of the
Parent as of the beginning of any calendar year cease to constitute a majority
of the members of the board of directors of the Parent at any time during that
calendar year; or (v) the Parent transfers all or substantially all of its
assets as contemplated by Bermuda corporate law on a consolidated basis to
another corporation or entity which is a less than a 50% owned subsidiary of the
Parent.

         (g) For purposes of this Agreement, "Affiliate" means, with respect to
any specified party, any individuals or entities that, directly or indirectly,
control, are controlled by or are under common control with such specified
party, including any subsidiaries or other entities controlled by such specified
party.

         2.  Changes in the Parent's Capital Structure. (a) The existence of the
Option shall not affect in any way the right or power of the Parent or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Parent's capital structure or its
business, or any merger, amalgamation or consolidation of the Parent, or any
issue of bonds, debentures, preferred or prior preference shares ahead of or
affecting the Common


                                     -15-
<PAGE>

Shares or the rights thereof, or the dissolution or liquidation of the Parent,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.

         (b) The number of Common Shares subject to the Option, the Option Price
and the securities issuable and other property payable upon exercise of the
Option shall be subject to adjustment as provided in the Plan.

         3.  Exercise of Options. The Option may be exercised from time to time
as to the total number of shares that may then be issuable upon the exercise
thereof or any portion thereof in the manner and subject to the limitations
provided for in the Plan and in Section 1 hereof.

         4.  Assignment. The Option may not be transferred or assigned in any
manner by the Optionee except by will or the laws of descent and distribution or
pursuant to a qualified domestic order, and shall be exercisable during the
Optionee's lifetime only by the Optionee or an assignee pursuant to a qualified
domestic order.

         5.  Requirement of Law. If required at any time by the Committee or the
Compensation Committee of the board of directors of the Parent, the Option may
not be exercised until the Optionee has delivered an investment letter to the
Company and the Parent. In addition, specifically in connection with the
Securities Act of 1933 (as now in effect or hereafter amended), upon exercise of
the Option, neither the Company nor the Parent shall be required to effect the
issuance of the underlying shares unless the Committee has received evidence
satisfactory to it to the effect that the Optionee will not transfer such shares
except pursuant to a registration statement in effect under such Act or unless
an opinion of counsel satisfactory to the Committee has been received by the
Company and the Parent to the effect that such registration is not required. Any
determination in this connection by the Committee shall be final, binding and
conclusive. In the event the shares issuable on exercise of the Option are not
registered under the Securities Act of 1933, the Company or the Parent may cause
the certificate for such shares to be imprinted with the following legend or any
other legend which counsel for the Company or the Parent considers necessary or
advisable to comply with the Securities Act of 1933:

         The shares of stock represented by this certificate have not been
         registered under the Securities Act of 1933 or under the securities
         laws of any state and may not be sold or transferred except upon such
         registration or upon receipt by the Company of an opinion of counsel
         satisfactory to the Company, in form and substance satisfactory to the
         Company, that registration is not required for such sale or transfer.

         The Company or the Parent may, but shall in no event be obligated to,
register any securities covered hereby pursuant to the Securities Act of 1933.
Neither the Company nor the Parent shall be obligated to take any other
affirmative action in order to cause the exercise of the Option or the issuance
of Common Shares pursuant thereto to comply with any law or regulation of any
governmental authority.


                                     -16-

<PAGE>

         6.  Termination. The Option, to the extent it shall not previously have
been exercised, shall terminate as follows:

         (a) SEVERANCE OF EMPLOYMENT. If the employment of the Optionee with the
Company and its Affiliates is terminated prior to three years from the Date of
Grant (i) by the Company for any reason other than Cause (as defined in the
Employment Agreement), or (ii) by the Optionee for Good Reason (applicable only
if such term and manner of termination is specifically provided for in the
Employment Agreement) or (iii) as a result of death, disability or retirement
under the then established rules of the Company, the Option shall become fully
vested and exercisable and continue in effect until one day less than ten years
following the date of the Optionee's date of termination of employment. However,
if the employment of the Optionee is terminated by the Company for Cause or if
the Optionee's employment is terminated for any other reason (other than those
described in the preceding sentence) prior to three years from the Date of
Grant, all unvested Options shall immediately terminate, be forfeited and not be
exercisable. Notwithstanding the foregoing, severance of employment by the
Company or its Affiliate, as applicable, or by the Optionee for any reason shall
not effect the exercisability or duration of any vested Options.

         (b) DEATH. If the Optionee dies prior to three years from the Date of
Grant, the Options shall become fully vested and exercisable and continue in
effect until one day less than 10 years following the date of the Optionee's
death. If the Optionee dies on or after three years from the Date of Grant, the
Option shall continue in effect until one day less than 10 years after the date
the Option became first exercisable. After the death of the Optionee, the
Optionee's executors, administrators or any persons to whom his Option may be
transferred by will or by the laws of descent and distribution shall have the
right, at any time prior to the Option's expiration to exercise it.

         (c) RETIREMENT. If the Optionee shall be retired in good standing from
the employ of the Company and its Affiliates under the then established rules of
the Company and its Affiliates, prior to three years from the Date of Grant, the
Optionee shall vest in the number of unvested Options determined by multiplying
the number of unvested Options granted to the Optionee by a fraction, the
numerator of which is the Optionee's total whole years of service since the
Options were granted and the denominator of which is three. With respect to
these vested Options, the Options shall be exercisable until one day less than
10 years following the date of the Optionee's retirement. If the Optionee shall
be retired in good standing from the employ of the Company and its Affiliates
under the then established rules of the Company on or after three years from the
Date of Grant, such Options shall continue until one day less than 10 years
after the date the Option became first exercisable.

         (d) DISABILITY. If the Optionee shall be severed from the employ of the
Company and its Affiliates for disability prior to three years from the Date of
Grant, the Options shall become fully vested and exercisable and continue in
effect until one day less than 10 years following the date he severed from the
employ of the Company for disability. If the Optionee shall be severed from the
employ of the Company and its Affiliates for disability on or after three years
from the


                                     -17-

<PAGE>

Date of Grant, the Options shall continue in effect until one day less than ten
years after the date the Option became first exercisable.

         7.  Amendment. This Agreement may not be changed, amended or modified
except by an agreement in writing signed on behalf of each of the parties
hereto.

         8.  No Rights as a Shareholder. The Optionee shall not have any rights
as a shareholder with respect to any Common Shares issuable upon the exercise of
the Option until the date of entry of the Optionee in the Parent's share
register in respect of such shares, following the Optionee's exercise of the
Option pursuant to its terms and conditions and payment for such shares. Such
shares shall be represented by the issuance of a certificate or certificates.
Except as otherwise provided in the Plan, no adjustment shall be made for
dividends or other distributions made with respect to the Common Shares the
record date for the payment of which is prior to the date of issuance of the
share certificate or certificates representing such shares following the
Optionee's exercise of the Option.

         9.  Governing Law. The validity, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware. Any invalidity
of any provision of this Agreement shall not affect the validity of any other
provision.

         10. Notices. All notices, demands, requests or other communications
hereunder shall be in writing and shall be deemed to have been duly made or
given if mailed by registered or certified mail, return receipt requested. Any
such notice mailed to the Company shall be addressed to its office at 515 Post
Oak Blvd., Suite 600, Houston, Texas 77027, Attn: Corporate Secretary, and any
notice mailed to the Optionee shall be addressed to the Optionee's residence
address as it appears on the books and records of the Company or to such other
address as either party may hereafter designate in writing to the other.

         11. Employment Obligation. The granting of the Option by the Company to
the Optionee shall not impose upon the Company or its Affiliates any obligation
to employ or continue to employ the Optionee; and the right of the Company and
its Affiliates to terminate the employment of the Optionee with the Company or
its Affiliates shall not be diminished or affected by reason of the grant of the
Option to the Optionee pursuant to this Agreement.

         12. Taxes and Governmental Charges. Optionee shall be responsible for
the payment of all amounts required by any federal, foreign, national,
provincial, state or local tax laws and regulations to be withheld from or paid
by the Optionee with respect to the grant or exercise of an Option. Optionee
agrees to promptly reimburse the Company for any of such taxes that the Company
pays on behalf of the Optionee.

         13. Binding Effect. This Agreement shall, except as otherwise provided
to the contrary in this Agreement or in the Plan, inure to the benefit of and
bind the successors and assigns of the Company. This Agreement shall, except as
otherwise provided to the contrary in this Agreement, inure to the benefit of
and bind the heirs, executors, administrators and legal representatives of the
Optionee.


                                     -18-

<PAGE>

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
as of the day and year first above mentioned.

                                       WEATHERFORD INTERNATIONAL LTD.
                                       WEATHERFORD INTERNATIONAL, INC.



                                       By:
                                           ------------------------------------
                                           Jon R. Nicholson
                                           Senior Vice President



                                       Optionee:
                                                -------------------------------
                                           (Optionee)
                                           Social Security No.
                                                              -----------------



</TEXT>
</DOCUMENT>
