<PAGE>   1
                                                                    EXHIBIT 10.6


                   WESTERN ATLAS SUPPLEMENTAL RETIREMENT PLAN


         THIS SUPPLEMENTAL RETIREMENT PLAN, made and executed by WESTERN ATLAS
INTERNATIONAL, INC., a Delaware corporation (the "Company"),

                                WITNESSETH THAT:

         WHEREAS, effective April 1, 1983, Western Geophysical Company of
America established for the benefit of certain of its key employees a
supplemental retirement plan known as the Western Geophysical Supplemental
Retirement Plan (the "Western Geo Plan"); and

         WHEREAS, pursuant to an agreement between Litton Industries, Inc. and
Dresser Industries, Inc., effective as of May 1, 1987, certain employees covered
by the Western Geo Plan were transferred to and became employees of the Company,
and the Company adopted and assumed all of the obligations of the sponsoring
employer under the Western Geo Plan and changed the name of the Western Geo Plan
to the Western Atlas Supplemental Retirement Plan; and

         WHEREAS, the Company now desires to make certain changes to the
provisions of the Western Atlas Supplemental Retirement Plan as adopted
effective as of May 1, 1987;

         NOW, THEREFORE, in consideration of the premises and pursuant to the
provisions of Section 13 thereof, the Western Atlas Supplemental Retirement Plan
as adopted by the Company effective as of May 1, 1987, is hereby amended by
restatement in its entirety effective as of November 13, 1997, to read as
follows:


Section 1 - Purpose

         The Plan is designed to provide retirement benefits to selected key
employees of the Company and to encourage their continued employment with the
Company until retirement.

Section 2 - Eligibility

         The President may recommend to the Committee which key employees, if
any, of the Company shall be selected as Participants in the Plan. The Committee
shall determine which of the key employees of the Company shall be designated as
Participants. The total number of Active Participants shall not exceed 20 at any
time. No key employee of the Company shall have any right to participate in the
Plan other than through his designation by the Committee as specified herein.





<PAGE>   2

Section 3 - Participation

         A key employee shall commence active participation in the Plan upon (1)
his designation by the Committee as a Participant in accordance with Section 2
hereof and (2) his filing with the President his agreement that he will not,
during the period of his employment with the Company or during any period
thereafter, without the prior written consent of the President become engaged
in, or act in any employment or consultant capacity, for any governmental or
private enterprise which is, or becomes, directly or indirectly competitive with
the Company or products (or services) in which it then deals or proposes to
deal. Once he becomes a Participant in the Plan, the key employee continues as
an Active Participant until his Termination of Employment other than by Total
Disability.

Section 4 - Normal Retirement Benefits

         (a) The Normal Retirement Benefit shall be an annual amount determined
in accordance with the applicable provisions of this subsection (a):

                  (i) If a Participant's employment with the Company is
terminated on or after age 65 and following at least 25 Years of Service, his
Normal Retirement Benefit shall be 55% of his Final Average Compensation.

                  (ii) If, with the consent of the Committee, a Participant's
employment with the Company is terminated on or after age 55 and following at
least 15 Years of Service, his Normal Retirement Benefit shall be his Final
Average Compensation times the percentage factor determined from Exhibit A at
the time of his termination of employment.

                  (iii) Except as provided in Section 6, no Normal Retirement
Benefit shall be paid under the Plan to any Participant if his employment with
the Company terminates prior to age 55 for any reason.

         (b) The Normal Retirement Benefit determined in accordance with
subsection (a) above shall be reduced by:

                  (i) Twelve times his primary insurance amount determined under
the Social Security Act on his 65th birthday or, if earlier, the reduced primary
insurance amount determined on the date as of which his retirement benefits
under this Plan commence;

                  (ii) Annual retirement benefits available to the Participant
under any public retirement program of a foreign country (including any
subdivision thereof), which program is comparable to the United States social
security system, and computed on the basis of the maximum single life benefits
available to him if he elected to retire under said program on his 65th birthday
or, if earlier, on the date as of which his retirement benefits under this Plan
commence; and


                                      -2-

<PAGE>   3


                  (iii) The annual benefits to be received or which could have
been received by the Participant under the Company's Retirement/Profit Sharing
Plan or any other plan sponsored by the Company, which plan is either intended
to qualify under Section 401 of the Internal Revenue Code or, although not
intended to qualify, is designed to provide retirement benefits. Such benefits
shall be computed in accordance with the Actuarial Factors as an annual single
life annuity on the Participant's 65th birthday, or, if earlier, on the date as
of which his retirement benefits under this Plan commence.

Section 5 - Payment of Normal Retirement Benefits

         (a) The payment of a Participant's Normal Retirement Benefit shall
commence on the first day of the month following the month in which all the
conditions described below are met:

                  (i) The Participant's termination of employment has occurred
other than by death;

                  (ii) (a) The Participant has attained at least the age of 65,
or

                       (b) The Participant has attained at least the age of 55
and has retired from the Company with the written consent of the Committee;

                  (iii) The Participant has entered into a consulting agreement
with the Company substantially in the form of Exhibit B attached hereto, or the
Company has expressly declined to enter such agreement. The compensation fixed
in such agreement shall be reasonable and any dispute relative thereto shall be
submitted to binding arbitration;

                  (iv) The Participant has filed with the Committee a completed
written election on a form furnished by the Committee to receive said benefits;
and

                  (v) The Participant's written election specifies that payment
is to be made in one of the four following forms:

         (1) Single Life Annuity - The Participant shall receive a monthly
benefit equal to 1/12 of his annual Normal Retirement Benefit for life with all
payments ceasing upon the death of the Participant.

         (2) Joint and Survivor Annuity - The Participant shall receive a
monthly benefit for life reduced from the benefit provided in (1) above and the
same reduced monthly benefit or a lesser amount shall be paid after his death to
and during the life of the person who was his spouse at the time the first
payment was made under this paragraph. The amount of the reduced benefits shall
be determined in accordance with the Actuarial Factors.


                                      -3-
<PAGE>   4


         (3) Ten-Year Certain Annuity - The Participant shall receive a monthly
benefit for life reduced from the benefit provided in (1) above. If the
Participant does not live to receive 120 monthly payments, the balance of the
120 monthly payments shall be continued to his designated beneficiary. The
amount of the reduced retirement benefit shall be determined in accordance with
the Actuarial Factors. The class of beneficiaries which can be designated shall
be limited to the Participant's spouse, his children, or his estate.

         (4) Fifteen-Year Only Annuity - The Participant shall receive a monthly
benefit for 180 months reduced from the benefit provided in (1) above. If the
Participant does not live to receive 180 monthly payments, the balance of the
180 monthly payments shall be continued to his designated beneficiary. The
amount of the reduced retirement benefit shall be determined in accordance with
the Actuarial Factors. The class of beneficiaries which can be designated shall
be limited to the Participant's spouse, his children, or his estate.

         (b) In the event the Participant retired with the written consent of
the Committee and elects to commence payment on his Normal Retirement Benefit
prior to age 65, such benefit shall be reduced according to the Actuarial
Factors and appropriate adjustment shall be made in the computation of the
offsets under subsection 4(b) above.

         (c) No benefits shall be payable hereunder to a Participant who dies
prior to commencement of payments provided herein, except, and to the extent,
provided in Section 7 hereof.

         (d) An election of one of the four forms of benefits above is
irrevocable after receipt of the first payment. The designated beneficiary in
(3) or (4) of subsection 5(a)(v) above may be changed at any time prior to the
death of the Participant. In the event the written election specifies none of
the four forms, the Participant shall be automatically deemed to have elected a
Single Life Annuity.

         (e) Payments hereunder shall commence as soon as administratively
feasible after satisfaction of the five conditions described above and shall be
effective as of the first day of the month following the satisfaction of said
conditions.

Section 6 - Disability Benefits

         In the event that a Participant's Total Disability occurred while
employed by the Company, he shall be entitled to receive a monthly disability
benefit equal to 40% of his Monthly Compensation, offset by the sum of: (a) all
amounts payable to such Participant by or on behalf of the Company on account of
such Total Disability (including, without limitation, amounts payable under a
Company-sponsored disability insurance plan or other benefit plan of the
Company, amounts payable as sick pay, amounts payable under so-called Workers
Compensation Acts or similar laws of a foreign government, but excluding lump
sum amounts for loss of a body organ or other body member, amounts paid for
medical expenses and amounts distributed under


                                      -4-
<PAGE>   5

the Company's Retirement/Profit Sharing Plan), calculated as if the Participant
had participated to the fullest extent possible in such plans and programs; and
(b) the Social Security (or comparable foreign government) disability benefits
payable to such Participant. For purposes of determining any offset under the
preceding sentence, any payments that are not made on a monthly basis shall be
converted to monthly payments under a methodology approved by the Committee. The
monthly disability benefit payments provided herein shall commence with the
fourth month of the Participant's Total Disability and shall be payable monthly
thereafter during the Participant's lifetime as long as such Total Disability
continues but not after he attains age 65, and in no event longer than the
number of full months the Participant was employed by the Company. Further,
after disability benefits have been paid to a Participant for twenty-four
consecutive months, future monthly disability payments shall be reduced by any
earned income (as defined in Section 911(d)(2) of the Internal Revenue Code) of
the Participant in such later months. The earned income of such later months
shall be conclusively presumed to equal the disability benefit otherwise payable
hereunder unless the Participant makes his federal, state, or other applicable
tax returns, books, records, and other financial information available to the
Company upon its request at such time and place the Company may specify. If a
Participant's Total Disability continues until he attains age 65, such
Participant shall be entitled to receive a Normal Retirement Benefit determined
on the basis of his Final Average Compensation as of the date his Total
Disability commenced and as if his period of Total Disability was an Employment
Period.

Section 7 - Death Benefits

         (a) Death Before Age 65 - Active Participants Only

         If an Active Participant dies, his spouse shall be entitled to receive
a monthly death benefit equal to 40% of his Monthly Compensation. The death
benefit shall only be payable for the lesser of (1) the number of full months
the Participant was employed by the Company or (2) the number of full months
between his date of death and the date on which he would have attained age 65.
The monthly death benefit shall be payable to the spouse to whom the Participant
was married on the date of his death. Any monthly death benefit described in
this paragraph that would be payable but for the fact that said spouse is not
living, shall be payable in an amount described below pro rata to living
Dependents of the Participant. The amount is the monthly death benefit otherwise
payable multiplied by a fraction (not greater than one), the numerator of which
is the number of living Dependents of the Participant and the denominator of
which is 3, where the appropriate fraction is determined each month as the
monthly death benefit becomes payable. The monthly death benefit otherwise
payable pursuant to this paragraph shall cease at such time as there is no
living person described above who is eligible to receive said benefit.


                                      -5-
<PAGE>   6


         (b) Death Prior to Receipt of Section 5 Payments - Active Participants
Only

         In the event an Active Participant with at least 15 Years of Service
dies prior to the receipt of the first payment under Section 5 hereof, his
beneficiary shall be entitled to receive a portion, described below, of the
Normal Retirement Benefit which the Participant would have received, if any, on
the date of his death. The amount of the benefit shall commence and be computed
under Sections 4 and 5 assuming the Participant was living and elected payments
to start on the later of (1) the day before his death or (2) the day on which
Participant would have attained the age of 65, in which case the death of the
Participant will be deemed to have occurred on the following day. For purposes
of this Section, the beneficiary or beneficiaries of a Participant and a form of
payment permitted under Section 5(a)(v) shall be designated by such Participant
in writing on a form prescribed by and filed with the Company, and such
designation shall remain in effect until changed by the Participant by the
filing of a new beneficiary designation form with the Company. If a Participant
fails to so designate a beneficiary, or in the event all of the Participant's
designated beneficiaries are individuals who predecease such Participant, then
any amount payable under this Section with respect to the death of such
Participant shall be paid to such Participant's surviving spouse, if any, but if
none, to such Participant's estate. If a Participant fails to so designate a
form of payment permitted under Section 5(a)(v), then the benefit payable
pursuant to this Section shall be paid in the form of a Ten-Year Certain Annuity
under Section 5(a)(v)(3).

Section 8 - Forfeiture of Benefits

         Notwithstanding any other provisions of this Plan, a Participant's
benefits under the Plan shall be forfeited if the Participant's employment with
the Company terminates for any reason, and at any time thereafter the
Participant becomes engaged in or employed by another enterprise which is
directly or indirectly competitive with the Company or products (or services) in
which it then deals or proposes to deal, or if the Participant violates the
agreements described in Section 3 or Section 5(a)(iii) or the terms of his
consulting agreement, if any, with the Company.

Section 9 - Funding of Plan Benefits

         The Company shall not be required to establish any reserves of
corporate assets or to establish any trust fund with respect to the funding of
plan benefits provided herein. The benefits provided herein constitute unfunded
and unsecured general obligations of the Company and no Participant or
beneficiary shall have any rights to or interests in any particular assets of
the Company except to receive Plan benefits as they become due.

Section 10 - Non-alienation of Benefits

         No right under the Plan shall be subject to anticipation, sale,
assignment, pledge, encumbrance or charge. If any Participant shall be
adjudicated bankrupt or attempt to anticipate, sell, assign, pledge, or encumber
any right hereunder, all rights of such Participant shall terminate and any
unpaid balance, or any part thereof may be held or applied for the benefit of
his legal representatives, spouse, children or other dependents, or any of them,
in such manner and in such proportions as the President may deem proper.


                                      -6-
<PAGE>   7

Section 11 - Claim Procedures

         All claims for benefits under the Plan shall be submitted in writing to
the President. The President shall review the claim when filed and advise the
Participant or beneficiary as to whether the claim is approved or denied. If the
claim is wholly or partially denied, the President shall furnish a written
denial within 90 days after receipt of the filed claim unless special
circumstances require an extension of time for processing the claim, in which
case the President shall furnish the written denial within 180 days after
receipt of the filed claim. The written denial shall contain (a) the specific
reason or reasons for denial; (b) specific reference to pertinent Plan
provisions on which the denial is based; (c) a description of any additional
information necessary for the Participant to perfect the claim and an
explanation of why such material or information is necessary; and (d)
appropriate information as to the steps to be taken if the Participant wishes to
appeal the denial of the claim. In the event the Participant is the President,
the Committee shall be substituted for "President" wherever it appears in this
Section.

         The Participant or beneficiary may appeal the denial of the claim to
the Committee within 90 days after receipt of such decision. The appeal shall be
in writing addressed to the Committee and shall state the reason why it should
grant the appeal. The Committee shall conduct a full and fair review of the
claim and shall issue its decision within 60 days of the receipt of the appeal
unless there are special circumstances, in which case a decision shall be
rendered within 120 days of the receipt of the appeal.

         The Committee's decision upon appeal, or the President's initial
decision if no appeal is taken, shall be final, conclusive and binding on all
parties.

Section 12 - Right to Terminate Employment

         The selection of any key employee for participation in the Plan shall
not give such Participant any right to be retained in the employ of the Company
and such employment is terminable at will and without cause by the Company. The
right and power of the Company to dismiss or discharge any Participant is
specifically and unqualifiedly reserved.

Section 13 - Plan Amendment, Termination or Suspension

         The Board of Directors of the Parent or the Committee, each acting in
its sole discretion, retains the power to amend, suspend, or terminate the Plan
in any manner or at any time. Unless otherwise expressly provided, an amendment,
suspension or termination shall only apply to Active Participants who are
accruing Years of Service on the day such action was taken by the Board of
Directors of the Parent or the Committee; provided however, that no such
amendment, suspension or termination shall, without a Participant's consent,
retroactively adversely affect his rights to receive the benefits in accordance
with the Plan to which he would have been entitled if he had retired from his
employment with the Company with the consent of the Committee on the day
immediately prior to said amendment, suspension or termination.


                                      -7-
<PAGE>   8

Section 14 - Administration

         This Plan shall be administered by the Committee. The Committee shall
have full power and authority to interpret and administer the Plan, to adopt
rules and regulations and to establish terms and conditions, not inconsistent
with the provisions of the Plan, for the administration and implementation of
the Plan.

Section 15 - Facility of Payment

         The Company may make any payments required by this Plan when the payee
is incapacitated in the judgment of the Committee by reason of physical or
mental illness or infirmity: (a) to the payee directly; (b) to the guardian of
the payee's personal estate; (c) to the custodian of a minor payee serving under
the Uniform Gifts to Minors Act of Texas or any other state; or (d) in the event
an inter vivos or testamentary trust is then in existence for the benefit of any
such payee, the Company may make any such payments to the trustee or trustees of
any such trust. The Company may make the payment specified by this Agreement
without liability of anyone other than the specified payee. The Participant
hereby agrees, on behalf of himself, his heirs and assigns, to hold the Company
harmless from any liability for making payments as specified by this Agreement
unless and until the Company is served with citation or other process issuing
out of a court of competent jurisdiction in connection with a suit instituted by
someone for the purpose of recovering or establishing an interest in such
payments.

Section 16 - Rehired Key Employee

         Except as provided in this Section, a Participant who terminates
employment with the Company and is subsequently rehired by the Company shall not
become eligible to resume active participation in the Plan and his Years of
Service after his rehire date shall not be counted in computing benefits based
on his former participation for any purposes of the Plan. If such Participant is
again designated an Active Participant by the Committee in accordance with
Section 2, the Committee in its discretion may in writing provide for the
Participant's period of employment with the Company prior to his rehire date or
for any period of such Participant's Total Disability to be aggregated with such
Participant's subsequent employment with the Company for the purposes of
computing Years of Service, Monthly Compensation and/or Final Average
Compensation. An individual who first becomes a Participant after his rehire
date shall not be permitted to count his Years of Service, Monthly Compensation
and Final Average Compensation for any previous Employment Period unless the
Committee specifies in writing the particular period which is to be counted.


                                      -8-
<PAGE>   9


Section 17 - Severability

         The invalidity or enforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provision.

Section 18 - Binding Effect

         This Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns, and the Participant, his beneficiaries,
devisees, heirs, executors, administrators and legal representatives.

Section 19 - Entire Plan

         This Plan is intended as a final expression of the undertaking by the
Company and is intended also as a complete and exclusive statement of the terms
of said undertaking. No modification of the Plan herein shall be effective
unless approved by the Board of Directors of the Parent or the Committee.

Section 20 - Definitions

         (a) Active Participant - A key employee designated by the Committee for
participation in the Plan who has met the requirements of Section 3.

         (b) Actuarial Factors - The "applicable mortality table" within the
meaning of section 417(e)(3) of the Internal Revenue Code of 1986, as amended,
and an annual rate of interest equal to the lesser of 7% or the "applicable
interest rate" within the meaning of section 417(e)(3) of said Code.

         (c) Age - Any reference to a particular age shall mean the age of the
affected individual on his last birthday.

         (d) Committee - The Compensation Committee of the Board of Directors of
the Parent or such other committee of the Board of Directors of the Parent as
determined by such Board.

         (e) Company - Western Atlas International, Inc., a Delaware corporation
headquartered in Houston, Texas, or its successor.

         (f) Construction - The masculine gender shall be deemed to include the
feminine gender and the singular the plural unless the context clearly indicates
otherwise.

         (g) Dependent - A son or daughter who is

                  (i) under the age of 19, or


                                      -9-
<PAGE>   10

                  (ii) under the age of 23 and a full-time student at an
accredited educational institution.

         (h) Employment Period - The elapsed period of time of compensatory
service with the Company from the commencement of employment to the termination
of that particular employment.

         (i) Final Average Compensation - The sum, divided by three, of:

                  (i) the base pay of the Participant over any consecutive 36
months of the 60-month period ending on the last day of the month in which his
termination of employment occurs, plus

                  (ii) any cash bonus paid to the Participant prior to
January 1, 1998, and during such 36 months, and

                  (iii) any performance-based cash bonus paid to the Participant
after December 31, 1997, and during such 36 months.

The 36 consecutive month period used to determine a Participant's Final Average
Compensation shall be the period which produces the highest such Final Average
Compensation.

         (j) Key Employee - A highly-compensated individual employed by the
Company.

         (k) Monthly Compensation - The sum, divided by twelve, of:

                  (i) the base pay of the Participant for the twelve months
preceding the date he became totally disabled or died, whichever is applicable,
plus

                  (ii) any cash bonus paid to the Participant prior to January
1, 1998, and during such period, plus

                  (iii) any performance-based cash bonus paid to the Participant
after December 31, 1997, and during such period.

         (l) Participant - A key employee who was designated for participation
in the Plan pursuant to Section 2.

         (m) President - The President of the Company.

         (n) Plan - The Western Atlas Supplemental Retirement Plan.

         (o) Parent - Western Atlas Inc. or its successor.


                                      -10-
<PAGE>   11

         (p) Termination of Employment - Occurs on that date when the common law
employment relationship between the Company and the individual ceases. A
termination of employment includes a leave of absence or a medical leave of
absence.

         (q) Total Disability - The total and permanent incapacity of an Active
Participant to perform the usual duties of his employment with the Company as
determined by the Committee. Such incapacity shall be deemed to exist when
certified by a physician acceptable to the Committee.

         (r) Years of Service - Each full twelve-month Employment Period
constitutes a Year of Service. If the Committee so directs, the designated
Employment Periods shall be aggregated in computing Years of Service. The
Committee may, in its discretion, credit a Participant who has at least 15 Years
of Service with additional Years of Service for periods during which, though not
an employee of the Company, he rendered valuable services as a full-time
employee to an affiliated corporation of the Company or for periods of time
subsequent to the Participant=s termination of employment during which periods
the Participant was subject to a written agreement with the Company to provide
consulting and advisory services. Years of Service do not include any period of
time during which the Participant violated the provisions of Section 3(2) above.





















                                      -11-
<PAGE>   12


              WESTERN ATLAS INTERNATIONAL EXECUTIVE RETIREMENT PLAN

                                    EXHIBIT A

                              YEARS OF SERVICE (1)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
               25     24       23     22       21     20       19     18       17       16     15
--------------------------------------------------------------------------------------------------------
<S>            <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>      <C>    <C>
Age(1) 65+     55     52.5     50     47.5     45     42.5     40     37.5     35       32.5   30

       64      52.5   50       47.5   45       42.5   40       37.5   35       32.5     30     27.5

       63      50     47.5     45     42.5     40     37.5     35     32.5     30       27.5   25

       62      47.5   45       42.5   40       37.5   35       32.5   30       27.5     25     22.5

       61      45     42.5     40     37.5     35     32.5     30     27.5     25       22.5   20

       60      42.5   40       37.5   35       32.5   30       27.5   25       22.5     20     17.5

       59      40     37.5     35     32.5     30     27.5     25     22.5     20       17.5   15

       58      37.5   35       32.5   30       27.5   25       22.5   20       17.5     15     12.5

       57      35     32.5     30     27.5     25     22.5     20     17.5     15       12.5   10

       56      32.5   30       27.5   25       22.5   20       17.5   15       12.5     10     7.5

       55      30     27.5     25     22.5     20     17.5     15     12.5     10       7.5    5
      ---------
54 and prior   --     --       --     --       --     --       --     --       --       --     --
</TABLE>

(1) Note:  Both Age and Years of Service determined as of the date of
           termination of employment with Western Atlas International, Inc.


                                      -12-
<PAGE>   13


                                                                       EXHIBIT B

                              CONSULTING AGREEMENT



         THIS AGREEMENT, entered into this _____ day of __________, 19__,
between WESTERN ATLAS INTERNATIONAL, INC., (hereinafter referred to as "the
Company"), a Delaware corporation, and _______________________________________
(hereinafter referred to as ___________________________________):

                                  WITNESSETH:

         WHEREAS, _______________ desires to retire on _________________________
under the terms of the supplemental retirement plan of the Company; and

         WHEREAS, in view of the fact that _________________________________ has
been associated with the Company since ________________________ and a key
employee in the accomplishment of its corporate purposes, the Company desires to
engage __________________ to act as an independent consultant for the Company:

         NOW THEREFORE, in consideration of the premises and mutual covenants
and promises hereinafter contained, the parties hereto do hereby agree and
contract as follows:

         1. ________________________________ agrees that he will serve the
Company as an independent consultant from ______________________ through
______________________, and thereafter until this agreement is terminated as
provided in paragraph 6 below, by rendering such advice and assistance to the
Company in connection with its business matters as the President of the Company
may reasonably request.


                                      -13-
<PAGE>   14

         2. The Company hereby engages __________________________ as an
independent consultant, and not as an employee, during such period and agrees to
compensate him therefore at a daily rate of $__________, payable in accordance
with the Company's payroll practices as in effect when services are performed.
___________________________ shall be available for the rendition of consulting
services at times and places mutually agreed upon during at least (_____) days
per year. For purposes of this agreement, travel days in the continental United
States shall not be counted or recompensed, while international travel days
shall.

         3. The Company shall reimburse  ___________________________  for any
reasonable expenses incurred in rendering services hereunder as an independent
consultant.

         4. This agreement shall terminate in the event of____________________'s
death and may be terminated on or after _________________________ by the Company
at any time by thirty days written notice to ___________________________.

         5. If because of temporary disability __________________________ shall
be unable to render consulting services as provided in this agreement, such
failure shall not constitute a breach of performance hereunder.

         6. ____________________________ agrees that while this agreement is in
effect, he will not engage in offering his services as a consultant to others,
will not engage in any occupation requiring personal services in a business
which is, or becomes, competitive with that conducted by the Company or any of
its subsidiaries or affiliates, or serve on the Board of Directors of any
corporation engaged in any such business, except with the written consent of the
President. In the event that _________________________ engages in any such
activity without


                                      -14-
<PAGE>   15

obtaining the written consent of the President of the Company, this agreement
shall terminate and any obligation to make payments to the participant or his
beneficiaries, which payments were in any part based on ______________________'s
agreement to perform this consulting agreement, such as payments under the
Western Atlas Supplemental Retirement Plan, shall forever cease.

         7. This agreement shall be construed under and be governed by the laws
of the State of Texas.

                                  WESTERN ATLAS INTERNATIONAL, INC.



                                  By
                                           ------------------------------------
                                           President

                                           ------------------------------------


                                      -15-
<PAGE>   16



                                  SUPPLEMENT A

                        WESTERN ATLAS INTERNATIONAL, INC.

                                 RETIREMENT PLAN

                                   MAY 1, 1987



Section 1 - Purpose

         Certain current key employees of the Company who are designated as
participants in the Plan must be provided more guarantees than the Plan provides
to encourage their continued employment with the Company until retirement.

Section 2 - Eligibility and Participation

         In addition to designating key employees of the Company as Participants
in the Plan, the Chief Operating Officer may designate on or before June 30,
1983, Plan Participants as Participants in this Supplement.

Section 3 - Benefits

         The benefits provided by the supplement are those additional benefits,
if any, that would arise if Section 4 of the Plan contained as subsection (c)
thereof the following:

         (c) In no event shall the Normal Retirement Benefit determined in
accordance with subsection (a) be reduced more than 60% by the reductions
described in (b) above; provided, however, that the limitation on reductions
provided herein shall not operate to increase the Participant's total retirement
income [the benefits described under subsection (a) plus the benefits referenced
in subsection (b)] to more than 65% of the Participant's Final Average
Compensation.


                                      -16-