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                                                                    EXHIBIT 10.9

                               GRANT PRIDECO, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN



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                               GRANT PRIDECO, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           SECTION
                                                                           -------
<S>                                                                          <C>
ARTICLE I - DEFINITIONS

     Account.................................................................1.1
     Basic Benefit...........................................................1.2
     Beneficiary.............................................................1.3
     Board of Directors......................................................1.4
     Code....................................................................1.5
     Committee...............................................................1.6
     Common Stock............................................................1.7
     Company.................................................................1.8
     Company Match...........................................................1.9
     Compensation...........................................................1.10
     Deferral...............................................................1.11
     Deferred Compensation Ledger...........................................1.12
     Disability.............................................................1.13
     ERISA..................................................................1.14
     GP.....................................................................1.15
     Participant............................................................1.16
     Plan...................................................................1.17
     Plan Year..............................................................1.18
     Retirement.............................................................1.19
     Subsidiary.............................................................1.20
     Year of Service........................................................1.21

ARTICLE II - ELIGIBILITY

ARTICLE III - DEFERRALS AND BENEFIT ACCRUALS

     Basic Benefit Accrual...................................................3.1
     Deferral Election.......................................................3.2
     Company Match Accrual...................................................3.3
     Reduction of Accruals...................................................3.4

ARTICLE IV - ACCOUNT

     Establishing a Participant's Account....................................4.1
     Basic Benefit Account...................................................4.2
</TABLE>

                                        i

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<TABLE>
<S>                                                                         <C>
     Deferral Account........................................................4.3
     Company Match Account...................................................4.4
     Gauge for Determining Benefits..........................................4.5

ARTICLE V - VESTING

     Deferrals...............................................................5.1
     Basic Benefit and Company Match.........................................5.2

ARTICLE VI - DISTRIBUTIONS

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

ARTICLE VII - ADMINISTRATION

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

ARTICLE VIII - ADOPTION BY SUBSIDIARIES

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

ARTICLE IX - AMENDMENT AND/OR TERMINATION

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

                                       ii

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<TABLE>
<S>                                                                        <C>
ARTICLE X - PAYMENT

     Payments Under This Agreement Are the Obligation
       of the Company.......................................................10.1
     Payments May Be Made to a Rabbi Trust..................................10.2
     Participants Must Rely Only on General
       Credit of the Company................................................10.3
     Plan Unfunded..........................................................10.4

ARTICLE XI - MISCELLANEOUS

     Limitation of Rights...................................................11.1
     Distribution to Minor or Incapacitated Person..........................11.2
     Nonalienation of Benefits..............................................11.3
     Reliance Upon Information .............................................11.4
     Severability...........................................................11.5
     Notice.................................................................11.6
     Gender and Number......................................................11.7
     Governing Law..........................................................11.8
     Effective Date.........................................................11.9
</TABLE>

                                       iii

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                               GRANT PRIDECO, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN


         WHEREAS, Grant Prideco, Inc. desires to adopt a deferred compensation
plan for a select group of management and highly compensated employees;

         WHEREAS, as a result of the distribution by Weatherford International,
Inc. to its stockholders of all of the outstanding shares of stock of Grant
Prideco, Inc. (the "Spin-Off"), Grant Prideco, Inc. shall no longer be a
subsidiary of Weatherford International, Inc. as of the effective date of the
Spin-Off;

         NOW, THEREFORE, Grant Prideco, Inc. hereby establishes the Grant
Prideco, Inc. Executive Deferred Compensation Plan effective on the effective
date of the Spin-Off, the terms of which are set forth in this document as it
may be amended from time to time.



<PAGE>   6


                                    ARTICLE I

                                   DEFINITIONS


         1.1 "ACCOUNT" means all ledger accounts pertaining to a Participant
which are maintained by the Committee to reflect the amount of deferred
compensation due the Participant. The Committee shall establish the following
Accounts and any additional Accounts that the Committee considers necessary.

         (a) Deferral Account - The Participant's deferral, if any, between one
     percent and 7 1/2 percent of his Compensation.

         (b) Basic Benefit Account - The Company's accrual of 7 1/2 percent of
     Compensation for each Participant, or such lesser amount as the Committee
     establishes pursuant to Section 3.4.

         (c) Company Match Account - The Company's match equal to 100 percent of
     the Participant's Deferral, if any, or such lesser amount as the Committee
     establishes pursuant to Section 3.4.

         1.2 "BASIC BENEFIT" means the accrual made by the Company for the
benefit of a Participant equal to 7 1/2 percent of the Participant's
Compensation or such lesser amount as the Committee establishes pursuant to
Section 3.4.

         1.3 "BENEFICIARY" means a person or entity designated by the
Participant under the terms of the Plan to receive a payment under the Plan upon
the death of the Participant.

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

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

                                       I-1

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

         1.7 "COMMON STOCK" means the common stock, $.01 par value, of GP.

         1.8 "COMPANY" means GP and any Subsidiary that adopts the Plan.

         1.9 "COMPANY MATCH" means the 100 percent match which the Company
accrues with respect to the amount deferred during a Plan Year by a Participant
under the Plan, or such lesser amount as the Committee establishes pursuant to
Section 3.4.

         1.10 "COMPENSATION" means remuneration paid to a Participant by the
Company during the portion of the Plan Year in which he is eligible to
participate in the Plan, or that would have been paid to a Participant during
the Plan Year by the Company but for the Participant's election to make a
Deferral under the Plan or his deferrals under a cash or deferred arrangement
described in section 401(k) of the Code or a cafeteria plan described in section
125 of the Code, including and limited to regular base pay, merit and incentive
bonuses (other than bonuses paid by the Company with respect to services for a
predecessor employer that has not adopted the Plan or with respect to services
performed by the Participant prior to his employment by the Company, as
determined by the Committee in its sole discretion), commissions, short-term
disability pay, vacation pay paid while the Participant is employed by the
Company, vacation pay paid upon a Participant's termination of employment, and
retention bonuses. Compensation does not include sign-on bonuses, foreign
service premiums or bonuses, position allowances, location coefficient payments,
housing allowances, car allowances, goods and services allowances, tax gross-up
payments, hypothetical tax

                                       I-2

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payments, expense reimbursements, travel allowances or bonuses, cash and
non-cash fringe benefits, severance pay, relocation allowances or expense
reimbursements, deferred compensation (such as income as a result of the
exercise of a stock option or stock appreciation right), or benefits under any
pension plan or welfare plan as defined in ERISA (whether or not paid under a
program that is subject to regulation under ERISA).

         1.11 "DEFERRAL" means the amount of Compensation deferred under a
deferral election made by a Participant under Section 3.2.

         1.12 "DEFERRED COMPENSATION LEDGER" means the ledger maintained by the
Committee for each Participant which reflects the amount of Compensation
deferred by the Participant under the Plan, the Basic Benefit and the Company
Match provided under the Plan, and the amount of earnings and losses credited on
each of these amounts.

         1.13 "DISABILITY" means a physical or mental condition that prevents
the Participant from earning a reasonable livelihood with the Company and was
not the result of having engaged in a felonious criminal enterprise, alcoholism,
addiction to narcotics or service in the U.S. Armed Forces. The Committee's
determination of a Participant's Disability shall be in its sole discretion and
shall be final.

         1.14 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

         1.15 "GP" means Grant Prideco, Inc., the sponsor of the Plan, or any
successor of Grant Prideco, Inc. into which Grant Prideco, Inc. is merged or
consolidated.

                                       I-3

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         1.16 "PARTICIPANT" means an employee of a Company who is eligible to
participate in the Plan.

         1.17 "PLAN" means the Grant Prideco, Inc. Executive Deferred
Compensation Plan set out in this document, as amended from time to time.

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

         1.19 "RETIREMENT" means the retirement of a Participant under the
Company's retirement policy on or after attaining age 60.

         1.20 "SUBSIDIARY" means any domestic wholly owned subsidiary of GP.

         1.21 "YEAR OF SERVICE" means 365 days of employment with GP or a
Subsidiary. Employment with Weatherford International, Inc. up to the fifth
anniversary of the effective date of the distribution by Weatherford
International, Inc. to its stockholders of all the outstanding shares of stock
of GP shall be treated as employment with GP.

                                       I-4

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                                   ARTICLE II

                                   ELIGIBILITY


         The employees eligible to participate in the Plan include the key
employees of GP and each Subsidiary, who are in a select group of management or
are highly compensated employees, as determined by the Committee. The Committee
shall notify each Participant of his eligibility to participate in the Plan from
time to time. Except as specified below, each Participant in the Plan during a
Plan Year shall continue to participate in the Plan unless the Committee shall
have notified the Participant prior to the beginning of the next Plan Year that
he will not participate in the Plan for that Plan Year. The Committee may at any
time during a Plan Year on 60 days' notice to a Participant advise the
Participant that he shall not participate in the Plan after the expiration of
such notice period. A former Participant who has been notified that he will no
longer participate in the Plan, but who remains in the employ of the Company,
shall retain the balance in his Accounts under the terms of the Plan, but he
shall not make additional deferrals under Section 3.2 and no additional amounts
shall be credited to his Accounts under Sections 4.2 and 4.4 during the periods
in which he is not a Participant.

                                      II-1

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                                   ARTICLE III

                         DEFERRALS AND BENEFIT ACCRUALS


         3.1 BASIC BENEFIT ACCRUAL. Subject to Section 3.4, the Company shall
accrue an amount for the benefit of each Participant equal to 7 1/2 percent of
the Participant's Compensation for the Plan Year.

         3.2 DEFERRAL ELECTION. A Participant may elect, within 30 days of
notification that he is eligible to participate in the Plan, and not less than
six months prior to the effective date of the first deferral, and thereafter not
later than June 30 preceding the next Plan Year, the percentage, if any, of his
Compensation to be earned during the ensuing Plan Year, that is to be deferred
under the Plan. A Participant may defer a minimum of one percent but not more
than 7 1/2 percent of his Compensation for the Plan Year. Prior to the election
period the Committee shall notify all eligible Participants of their right to
make a deferral election. Once an election has been made as to the percentage to
be deferred, it becomes irrevocable for the Plan Year. The election to defer a
percentage of Compensation shall be effective only upon the timely receipt by
the Committee of the Participant's percentage deferral election on such form as
will be determined by the Committee from time to time. Except with respect to
the election by a newly eligible Participant as described above, if the
Committee fails to receive a properly filed election form on or prior to June 30
of the year immediately preceding the Plan Year to which the election applies,
revoking or modifying a prior election, the prior election shall remain in
effect. If a timely election form is not received, the Participant shall be
deemed to have elected not to defer any part of his Compensation

                                      III-1

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for that Plan Year. An election to defer for one Plan Year shall remain
effective for subsequent Plan Years until modified or revoked in accordance with
this Section 3.2.

         3.3 COMPANY MATCH ACCRUAL. Subject to Section 3.4, each Plan Year the
Company shall credit the Company Match Account of each Participant who elects to
defer a portion of his Compensation under the Plan with an amount equal to 100
percent of the amount that he defers for the Plan Year.

         3.4 REDUCTION OF ACCRUALS. The Committee may reduce the percentage of
the Basic Benefit accrual and/or the Company Match accrual upon written notice
to a Participant. Such reduction shall apply only as to Plan Years following
such notice, or in the case of a new Participant, beginning on the date that the
Participant first receives credit under Section 3.1, 3.2 or 3.3.

                                      III-2

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                                   ARTICLE IV

                                     ACCOUNT


         4.1 ESTABLISHING A PARTICIPANT'S ACCOUNT. The Committee shall establish
an Account for each Participant in a special Deferred Compensation Ledger which
shall be maintained by the Company. The Account shall reflect the amount of the
Company's obligation to the Participant at any given time.

         4.2 Basic Benefit Account. The Basic Benefit shall be credited to each
Participant's Basic Benefit Account as of the last day of each month of each
Plan Year for the accrual attributable to Compensation paid during that month.

         4.3 Deferral Account. The amount deferred by a Participant, if any,
shall be credited to each Participant's Deferral Account as of the last day of
each month in which the Participant would have received the amount deferred but
for his election to defer.

         4.4 Company Match Account. The Company Match shall be credited to each
Participant's Company Match Account coincident with the crediting of the
Participant's Deferral to the Participant's Deferral Account.

         4.5 Gauge for Determining Benefits. The Basic Benefit, Deferral and
Company Match credits described in Sections 4.2, 4.3 and 4.4 shall be deemed to
be credited in non-monetary units equal to the number of whole shares of Common
Stock that could have been purchased at a price equal to the average closing
sale price of a share of Common Stock during the calendar month for which the
allocation is made as reported by the principal national securities exchange on
which the Common Stock is then listed if the Common Stock is listed on a
national securities exchange or the average of the bid and asked price of a
share of Common Stock during such month as reported

                                      IV-1

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in the National Association of Securities Dealers Automated Quotation National
Market System (or successor system) listing if the Common Stock is not then
listed on a national securities exchange, provided that if no such closing price
or quotes are so reported during that month or if, in the discretion of the
Committee, another means of determining the fair market value of the Common
Stock for such month shall be necessary and advisable, the Committee may provide
for another means of determining such value, and in monetary units for any
amount that is less than the value of a whole share. Any monetary unit credited
to an Account will be added to the next such amount credited to the Account and
converted into a non-monetary unit as quickly as possible. The value of each
unit credited to an Account, and therefore the ultimate value of the deferred
compensation payable to each Participant, will increase or decrease in
proportion to the change in the value of a share of Common Stock between the
date of the initial crediting of a unit and the date that the unit is valued for
distribution under Article VI of the Plan.

                                      IV-2

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                                    ARTICLE V

                                     VESTING

         5.1 DEFERRALS. A Participant shall have a 100 percent nonforfeitable
interest in his Deferrals under the Plan at all times. A Participant will also
have a 100 percent nonforfeitable interest in any increase in the Deferral as a
result of the rise in the value of the non-monetary units after his Deferral has
been initially credited.

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

<TABLE>
<CAPTION>
     Completed Years of Service
     With the Company Beginning
January 1 of the Plan Year the Employee
     First Becomes a Participant                                         Percentage Vested
---------------------------------------                                  -----------------

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

                                       V-1

<PAGE>   16


                                   ARTICLE VI

                                  DISTRIBUTIONS


         6.1 DEATH. Upon the death of a Participant, his Beneficiary or
Beneficiaries shall receive the value of the amounts credited to the
Participant's Accounts in the Deferred Compensation Ledger determined under
Section 6.7, and in the discretion of the Committee, the distribution shall be
made in shares of Common Stock or in one lump sum payment in cash, or in a
combination of shares of Common Stock and cash. The distribution shall be made
within 30 days after the Participant's death.

         Each Participant, upon notification of his participation in the Plan,
shall file with the Committee a designation of a Beneficiary or Beneficiaries to
whom distributions otherwise due the Participant shall be made in the event of
his death prior to the distribution of the amount credited to his Accounts in
the Deferred Compensation Ledger. The designation will be effective upon receipt
by the Committee of a properly executed form which the Committee has approved
for that purpose. The Participant may from time to time revoke or change any
designation of Beneficiary by filing another approved Beneficiary designation
form with the Committee. If there is no valid designation of Beneficiary on file
with the Committee at the time of the Participant's death, or if all of the
Beneficiaries designated in the last Beneficiary designation have predeceased
the Participant or otherwise ceased to exist, the Beneficiary will be the
Participant's spouse, if the spouse survives the Participant, or otherwise the
Participant's estate. Any Beneficiary designation which designates any person or
entity other than the Participant's spouse must be consented to in writing by
the spouse in a form acceptable to the Committee in order to be effective.

                                      VI-1

<PAGE>   17


         6.2 DISABILITY. Upon the Disability of a Participant, the Participant
shall receive the value of the amounts credited to the Participant's Accounts in
the Deferred Compensation Ledger determined under Section 6.7, and at the
discretion of the Committee, the distribution shall be made in shares of Common
Stock or in one lump sum payment in cash, or in a combination of shares of
Common Stock and cash. The distribution shall be made within 30 days after the
Participant becomes disabled.

         6.3 RETIREMENT. Upon the Retirement of a Participant on or after
attaining age 60, the Participant shall receive the value of the amounts
credited to his Accounts in the Deferred Compensation Ledger determined under
Section 6.7, and at the discretion of the Committee, the distribution shall be
made in Common Stock or in one lump sum payment in cash, or in a combination of
shares of Common Stock and cash. The distribution shall be made within 30 days
after the Participant's Retirement.

         6.4 TERMINATION PRIOR TO DEATH, DISABILITY OR RETIREMENT. Upon a
Participant's termination from the employ of all Companies prior to his death,
Disability or Retirement, the Participant shall receive the portion of the
amount credited to his Accounts in the Deferred Compensation Ledger, determined
under Section 6.7, which is vested under Sections 5.1 and 5.2, and in the
discretion of the Committee, the distribution shall be made in shares of Common
Stock or in one lump sum payment in cash, or in a combination of shares of
Common Stock and cash. The distribution shall be made within 30 days after the
Participant's termination. Any amounts not then vested shall be forfeited.

                                      VI-2

<PAGE>   18


         6.5 FORFEITURE FOR CAUSE. If the Committee finds, after full
consideration of the facts presented on behalf of both the Company and a former
Participant, that the Participant was discharged by the Company for fraud,
embezzlement, theft, commission of a felony, proven dishonesty in the course of
his employment by the Company which damaged the Company, or for disclosing trade
secrets of the Company, the entire amount credited to his Basic Benefit Account
and Company Match Account in the Deferred Compensation Ledger shall be forfeited
even though it may have been previously vested under Section 5.2. The decision
of the Committee as to the cause of a former Participant's discharge and the
damage done to the Company shall be final. No decision of the Committee shall
affect the finality of the discharge of the Participant by the Company in any
manner.

         6.6 RESPONSIBILITY FOR DISTRIBUTIONS AND WITHHOLDING OF TAXES. The
Committee shall furnish information to the Company employing the Participant
concerning the amount and form of distribution to any Participant entitled to a
distribution so that the Company may make or cause the rabbi trust to make the
distribution required. It will also calculate the deductions from the amount of
the benefit paid under the Plan for any taxes required to be withheld by
federal, state or local government and will cause them to be withheld and paid
to the appropriate authority. If a Participant has deferred compensation under
the Plan while in the service of more than one Company, each Company for which
the Participant worked shall pay the amount attributable to the period the
Participant was in the service of that Company, except to the extent the Company
paid an amount to the Trust which was paid the Participant.

         6.7 DISTRIBUTION DETERMINATION DATE. For purposes of all distributions
described in this Article VI, the determination date for valuing the amounts
credited to a Participant's Accounts shall be the day which triggers the
beginning of the 90-day period described in Section 6.1, 6.2, 6.3

                                      VI-3

<PAGE>   19


or 6.4, as applicable. For purposes of all distributions in Common Stock and
Grant Stock described in this Article VI, the determination date shall be the
date of the actual distribution of the Common Stock to the Participant or his
beneficiary, and the number of shares issued shall be equal to the vested
non-monetary units allocated to the Participant's Accounts.

         6.8 VALUATION OF ACCOUNTS FOR CASH DISTRIBUTIONS. For purposes of all
distributions in cash described in this Article VI, the Committee shall
determine the fair market value of the non-monetary units of Common Stock deemed
credited to a Participant's Account as of the determination date specified in
Section 6.7. For this purpose, the fair market value of a share of Common Stock
shall be the average closing price of a share of Common Stock during the month
in which the determination date described in Section 6.7 occurs, as reported by
the principal national securities exchange on which the Common Stock is then
listed if it is listed on a national securities exchange or the average of the
bid and asked price of a share of Common Stock during such month as reported in
the National Association of Securities Dealers Automated Quotation National
Market System (or successor system) listing if the Common Stock is not then
listed on a national securities exchange, provided that if no such closing price
or quotes are so reported during that month or if, in the discretion of the
Committee, another means of determining the fair market value of the Common
Stock for such month shall be necessary and advisable, the Committee may provide
for another means of determining such value.

                                      VI-4

<PAGE>   20


                                   ARTICLE VII

                                 ADMINISTRATION

         7.1 COMMITTEE APPOINTMENT. The Committee which shall consist of not
less than two members shall be appointed by the Board of Directors. Each
Committee member shall serve until his resignation or removal. The Board of
Directors shall have the sole discretion to remove any one or more Committee
members and appoint one or more replacement or additional Committee members from
time to time.

         7.2 COMMITTEE ORGANIZATION AND VOTING. The Committee shall select from
among its members a chairman who shall preside at all of its meetings and shall
elect a secretary without regard to whether that person is a member of the
Committee. The secretary shall keep all records, documents and data pertaining
to the Committee's supervision and administration of the Plan. A majority of the
members of the Committee shall constitute a quorum for the transaction of
business and the vote of a majority of the members present at any meeting shall
decide any question brought before the meeting. In addition, the Committee may
decide any question by a vote, taken without a meeting, of a majority of its
members. A member of the Committee who is also a Participant shall not vote or
act on any matter relating solely to himself.

         7.3 POWERS OF THE COMMITTEE. The Committee shall have the exclusive
responsibility for the general administration of the Plan according to the terms
and provisions of the Plan and shall have all powers necessary to accomplish
those purposes, including but not by way of limitation the right, power and
authority:

         (a) to make rules and regulations for the administration of the Plan;

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

                                     VII-1

<PAGE>   21


         (c) to correct any defect, supply any omission or reconcile any
     inconsistency that may appear in the Plan in the manner and to the extent
     it deems expedient to carry the Plan into effect;

         (d) to designate the persons eligible to become Participants;

         (e) to determine all controversies relating to the administration of
     the Plan, including but not limited to:

             (1) differences of opinion arising between the Company and a
         Participant; and

             (2) any question it deems advisable to determine in order to
         promote the uniform administration of the Plan for the benefit of all
         parties at interest; and

         (f) to delegate by written notice those clerical and recordation duties
     of the Committee, as it deems necessary or advisable for the proper and
     efficient administration of the Plan.

         7.4 COMMITTEE DISCRETION. The Committee in exercising any power or
authority granted under the Plan or in making any determination under the Plan
shall perform or refrain from performing those acts using its sole discretion
and judgment. Any decision made by the Committee or any refraining to act or any
act taken by the Committee in good faith shall be final and binding on all
parties and shall not be subject to de novo review.

         7.5 ANNUAL STATEMENTS. The Committee shall cause each Participant to
receive an annual statement as soon as administratively feasible after the
conclusion of each Plan Year containing a statement of the Participant's
Accounts in the Deferred Compensation Ledger through the end of that Plan Year.
The statement shall include a report of the Basic Benefit, the Participant
Deferral and Company Match, if any, and the number of units credited to each
Participant's Accounts for that Plan Year.

                                     VII-2

<PAGE>   22


         7.6 REIMBURSEMENT OF EXPENSES. The Committee shall serve without
compensation for its services but shall be reimbursed by GP for all expenses
properly and actually incurred in the performance of its duties under the Plan.

                                      VII-3

<PAGE>   23


                                  ARTICLE VIII

                            ADOPTION BY SUBSIDIARIES


         8.1 PROCEDURE FOR AND STATUS AFTER ADOPTION. Any Subsidiary may, with
the approval of the Committee, adopt the Plan by appropriate action of its board
of directors. The terms of the Plan will apply separately to each Subsidiary
adopting the Plan and its Participants in the same manner as is expressly
provided for GP and its Participants except that the powers of the Board of
Directors and the Committee under the Plan shall be exercised by the Board of
Directors of GP alone. GP and each Subsidiary that adopts the Plan shall bear
the cost of providing Plan benefits for its own Participants. It is intended
that the obligation of GP and each Subsidiary with respect to its Participants
shall be the sole obligation of the Company that is employing the Participant
and shall not bind any other Company.

         8.2 TERMINATION OF PARTICIPATION BY ADOPTING SUBSIDIARY. Any Subsidiary
that adopts the Plan may, by appropriate action of its board of directors,
terminate its participation in the Plan. The Committee may, in its discretion,
also terminate a Subsidiary's participation in the Plan at any time. The
termination of the participation in the Plan by a Subsidiary shall not, however,
affect the rights of any Participant who is working or has worked for the
Subsidiary as to amounts and/or units previously standing to his credit in his
Accounts in the Deferred Compensation Ledger.

                                     VIII-1

<PAGE>   24


                                   ARTICLE IX

                          AMENDMENT AND/OR TERMINATION

         9.1 AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors may
amend or terminate the Plan at any time by an instrument in writing without the
consent of any adopting Company or any Participant.

         9.2 NO RETROACTIVE EFFECT ON AWARDED BENEFITS. No amendment shall
affect the rights of any Participant to the amounts and/or units then standing
to his credit in his Accounts in the Deferred Compensation Ledger. However, the
Board of Directors shall retain the right to change at any time and in any
manner the method of calculating all Basic Benefits to be accrued in the future,
all amounts deferred by a Participant and all amounts matched by the Company and
the gauge to be used to determine future increases or decreases in amounts
accrued or deferred after the date of the amendment.

         9.3 EFFECT OF TERMINATION. If the Plan is terminated, all amounts of
Basic Benefits accrued by the Company, deferred by Participants and matched by
the Company and credited to a Participant's Accounts shall immediately vest as
if the Participant were entitled to and did retire on the date the Plan
terminated. Distributions would then commence in accordance with Section 6.3.
However, the forfeiture provisions of Section 6.5 would continue to apply until
the actual date of distribution.

                                      IX-1

<PAGE>   25


                                    ARTICLE X

                                     PAYMENT

         10.1 PAYMENTS UNDER THIS AGREEMENT ARE THE OBLIGATION OF THE COMPANY.
The Company shall be liable for all benefits due the Participants under the
Plan.

         10.2 PAYMENTS MAY BE MADE TO A RABBI TRUST. Under all circumstances,
the rights of the Participants to the assets held in any rabbi trust created
with respect to the Plan shall be no greater than the rights expressed in this
agreement. Nothing contained in the trust agreement which creates any such rabbi
trust shall constitute a guarantee by any Company that the amounts transferred
by it to the trust shall be sufficient to pay any benefits under the Plan or
would place the Participant in a secured position ahead of judgment and/or
general creditors should the Company become insolvent or bankrupt. Any trust
agreement established with respect to a Plan must specifically set out these
principles so it is clear in the trust agreement that the Participants are only
unsecured general creditors of the Company with respect to their benefits under
the Plan.

         10.3 PARTICIPANTS MUST RELY ONLY ON GENERAL CREDIT OF THE COMPANY. The
Plan is only a general corporate commitment and each Participant must rely upon
the general credit of the Company for the fulfillment of its obligations under
the Plan. Under all circumstances the rights of Participants to any asset held
by the Company shall be no greater than the rights expressed in this agreement.
Nothing contained in this agreement shall constitute a guarantee by the Company
that the assets of the Company will be sufficient to pay any benefits under the
Plan or would place the Participant in a secured position ahead of general
creditors and judgment creditors of the Company. Though the Company may
establish or become a signatory to a rabbi trust to accumulate assets to help
fulfill its obligations, the Plan and any trust created, shall not create any
lien, claim, encumbrance, right, title or other interest of any kind in any
Participant in any asset held by the

                                      X-1

<PAGE>   26


Company, contributed to any trust created, or otherwise be designated to be used
for payment of any of its obligations created in this agreement. No specific
assets of the Company have been or will be set aside, or will be transferred to
a trust or will be pledged for the performance of the Company's obligations
under the Plan which would remove those assets from being subject to the general
creditors and judgment creditors of the Company.

         10.4 PLAN UNFUNDED. It is intended that the Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA.

                                      X-2

<PAGE>   27


                                   ARTICLE XI

                                  MISCELLANEOUS


         11.1 LIMITATION OF RIGHTS. Nothing in the Plan will be construed:

         (a) to give any employee of any Company any right to be designated a
     Participant in the Plan;

         (b) to give a Participant any right with respect to the Basic Benefit
     accrued, the Deferral, or the Company Match accrued except in accordance
     with the terms of the Plan;

         (c) to limit in any way the right of the Company to terminate a
     Participant's employment with the Company at any time;

         (d) to evidence any agreement or understanding, expressed or implied,
     that the Company will employ a Participant in any particular position or
     for any particular remuneration; or

         (e) to give a Participant or any other person claiming through him any
     interest or right under the Plan other than that of any unsecured general
     creditor of the Company.

         11.2 DISTRIBUTION TO MINOR OR INCAPACITATED PERSON. If the Committee
determines that any person to whom a payment is due is a minor or unable to care
for his affairs because of physical or mental disability, it shall have the
authority to cause his payments under the Plan to be made to his parent, legal
guardian, spouse, brother, sister or other person whom the Committee determines.
The Committee shall not be responsible to oversee the application of those
payments. Payments made pursuant to this power shall be a complete discharge of
all liability under the Plan and the obligations of the Company and the
Committee.

         11.3 NONALIENATION OF BENEFITS. No right or benefit provided in the
Plan shall be transferable by the Participant except, upon his death, to a named
Beneficiary as provided in the Plan. No right or benefit under the Plan shall be
subject to anticipation, alienation, sale, assignment,

                                      XI-1

<PAGE>   28


pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge the same shall be void. No right or benefit
under the Plan shall in any manner be liable for or subject to any debts,
contracts, liabilities or torts of the person entitled to such benefits. If any
Participant or any Beneficiary becomes bankrupt or attempts to anticipate,
alienate, sell, assign, pledge, encumber or charge any right or benefit under
the Plan, that right or benefit shall, in the discretion of the Committee,
cease. In that event, the Committee may have the Company hold or apply the right
or benefit or any part of it to the benefit of the Participant or Beneficiary,
his or her spouse, children or other dependents or any of them in any manner and
in any proportion the Committee believes to be proper in its sole and absolute
discretion, but is not required to do so.

         11.4 RELIANCE UPON INFORMATION. The Committee shall not be liable for
any decision or action taken in good faith in connection with the administration
of the Plan. Without limiting the generality of the foregoing, any decision or
action taken by the Committee when it relies upon information supplied it by any
officer of the Company, the Company's legal counsel, the Company's independent
accountants or other advisors in connection with the administration of the Plan
shall be deemed to have been taken in good faith.

         11.5 SEVERABILITY. If any term, provision, covenant or condition of the
Plan is held to be invalid, void or otherwise unenforceable, the rest of the
Plan shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

         11.6 NOTICE. Any notice or filing required or permitted to be given to
the Committee or a Participant shall be sufficient if in writing and hand
delivered or sent by U.S. mail to the principal office of the Company or to the
residential mailing address of the Participant. Notice shall be deemed to be
given as of the date of hand delivery or if delivery is by mail, as of the date
shown on the postmark.

                                      XI-2

<PAGE>   29


         11.7 GENDER AND NUMBER. If the context requires it, words of one gender
when used in the Plan will include the other genders, and words used in the
singular or plural will include the other.

         11.8 GOVERNING LAW. The Plan will be construed, administered and
governed in all respects by the laws of the State of Texas.

         11.9 EFFECTIVE DATE. The Plan will be operative and effective on the
effective date of the distribution by Weatherford International, Inc. to its
stockholders of all the outstanding shares of stock of GP.

         IN WITNESS WHEREOF, the Company has executed this document on this
_____ day of ____________________, 2000.

                                       GRANT PRIDECO, INC.



                                       By
                                         ---------------------------------------
                                         Its
                                            ------------------------------------

                                       The Subsidiaries listed on Exhibit A have
                                       adopted the Plan.

                                      XI-3

<PAGE>   30


                                                                       EXHIBIT A


                               GRANT PRIDECO, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN


                The following subsidiaries have adopted the Plan:



<TABLE>
<CAPTION>
                                               Jurisdiction of
           Name                          Incorporation or Formation
------------------------------------     --------------------------

<S>                                                 <C>
Channelview Real Property, Inc.                     Delaware
XL Systems International, Inc.                      Delaware
XLS Holding, Inc.                                   Texas
XL Systems, Inc.                                    Texas
TA Industries, Inc.                                 Delaware
Tube-Alloy Capital Corporation                      Texas
Texas Arai, Inc.                                    Delaware
Tube-Alloy Corporation                              Louisiana
Petroleum Equipment Supply Company                  Louisiana
Tube-Alloy Corporation International                Texas
Grant Prideco Holding, L.L.C.                       Delaware
Grant Prideco U.S., L.L.C.                          Delaware
Grant Prideco, LP                                   Delaware
Drill Tube International, Inc.                      Texas
Grant Austria, Inc.                                 Delaware
Petro-Drive, Inc.                                   Louisiana
</TABLE>