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                                                                   EXHIBIT 10.10


                               GRANT PRIDECO, INC.
                         DEFERRED COMPENSATION PLAN FOR
                             NON-EMPLOYEE DIRECTORS


1.       DEFINITIONS. Certain words and phrases used in the Plan shall have the
meaning set forth below.

         (a) "ADMINISTRATIVE COMMITTEE" means a committee consisting of the duly
elected Corporate Secretary of the Company or, in the event the Secretary is a
Participant, one or more other persons appointed by the Board to administer the
Plan who are not Participants.

         (b) "BOARD" means the Board of Directors of the Company.

         (c) "COMPANY" means Grant Prideco, Inc., a Delaware corporation.

         (d) "COMPENSATION" means any retainer, meeting, committee fee or any
similar fee or compensation to which a Non-Employee Director is entitled for
services performed.

         (e) "CREDITED SHARES" means the shares of the Company's common stock
which, for accounting purposes only, are to be credited to a Participant's Share
Account from time to time. At no time shall Credited Shares be considered as
actual shares of common stock and a Participant shall have no rights as a
stockholder with respect to the Credited Shares.

         (f) "DEFERRED AMOUNT" means compensation deferred by a Participant
under the Plan together with all dividends or other amounts credited to a
Participant's Share Account pursuant to the provisions of the Plan, including
the value of any Credited Shares in the Participant's Share Account.

         (g) "MARKET VALUE" means with respect to the Company's common stock,
the mean between the high and low sales price per share (or average last bid and
asked price if applicable) of the Company's common stock, as reported by (i) the
automated quotation system of the National Association of Securities Dealers if
the Company's common stock is not then listed on a national securities exchange
or (ii) the principal national securities exchange on which the Company's common
stock is listed if the Company's common stock is so listed, in each case as of
the last trade day of each calendar month.

         (h) "NON-EMPLOYEE DIRECTOR" means any duly elected or appointed member
of the Board who is not an employee of the Company or of any subsidiary of the
Company.

         (i) "PARTICIPANT" means any Non-Employee Director who elects hereunder
to defer payment by the Company of a portion of the Compensation to which he or
she may be entitled.


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         (j) "PLAN" means the Grant Prideco, Inc. Deferred Compensation Plan for
Non-Employee Directors.

         (k) "SHARE ACCOUNT" means each account being administered for the
benefit of a Participant pursuant to Section 5 hereof.

2.       ADMINISTRATION.

         The Plan shall be administered by the Administrative Committee which
shall have the authority to construe and interpret the Plan, and to establish or
adopt rules, regulations and forms relating to the administration of the Plan.
The Administrative Committee shall have no authority to add to, delete from or
modify the terms of the Plan without the prior approval of the Board. All
actions and determinations by the Board with respect to the Plan shall be
required to be approved by a majority of the members thereof that are not then
participating in the Plan and who have not participated in the Plan during the
12-month period immediately preceding such action. Neither the Administrative
Committee nor any member of the Board shall be liable for any act or
determination made in good faith.

3.       ELECTION TO DEFER COMPENSATION.

         (a) Each Non-Employee Director may from time to time execute and
deliver to the Secretary an appropriate election form designating a portion of
the Non-Employee Director's future Compensation to be deferred under the Plan up
to a maximum of 7.5 percent of such Compensation. Any election shall be
applicable only to designated Compensation earned on or after the first day of
the month next following the month in which the election form is received by the
Administrative Committee and until the effective date of any revocation thereof.
Each such election must also irrevocably fix a date upon which the distributions
to the Participant under the Plan are to be made or begin as provided in Section
6 hereof, which date shall be a date not less than one year after the effective
date of the election.

         (b) In the event a Participant elects to defer a portion of his or her
Compensation under the Plan that is equal to or greater than five percent of his
or her Compensation, the Company shall, during the period during which the
Participant's Compensation is being deferred, make an additional credit to the
Participant's Share Account in an amount equal to the sum of (i) 7.5 percent of
the Participant's Compensation during the period during which the Participant's
Compensation is being deferred and (ii) a percentage of such Compensation equal
to the percentage of Compensation then being deferred by the Participant under
the Plan up to a maximum of 7.5 percent of the Participant's Compensation.

         (c) Each election to defer payment of Compensation by a Participant
shall continue in effect until revoked in writing upon not less than six months'
prior notice. No revocation shall be effective with respect to any Deferred
Amount credited with respect to Compensation prior to the effective date of the
new election. The amount, if any, of the Company's additional credit to a

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Participant's Share Account shall be adjusted effective as of the effective date
of each new election under the Plan by a Participant.

4.       ACCOUNTING.

         (a) The Company shall establish on its books appropriate bookkeeping
accounts for each Participant that will accurately reflect the Deferred Amount
of each Participant, including the number of Credited Shares in the
Participant's Share Account.

         (b) The Administrative Committee shall furnish each Participant with a
statement of the Deferred Amount, including the number of Credited Shares in the
Participant's Share Account, as of the end of each calendar year promptly
following the end of each calendar year.

5.       SHARE ACCOUNT.

         (a) Each Share Account shall consist of the cash amounts credited in
respect of a specific election to defer Compensation and the Credited Shares
into which prior credited amounts in the Share Account have been converted.
Except as provided in this Section 5, any cash amount credited to a Share
Account in a calendar month shall be converted, as of the end of that calendar
month, into the maximum whole number of Credited Shares that the amount so
credited would have purchased at the then Market Value.

         (b) As of the end of the calendar month during which the Company pays
any dividend on its common stock, either in cash or property other than its
common stock, each Share Account shall be credited with an amount equal to the
cash dividend per share or the cash value per share (as conclusively determined
by the Board) of the dividend in property other than its common stock, times the
Credited Shares in the Share Account on the dividend record date. The amount so
credited will be converted into the maximum whole number of Credited Shares that
the amount so credited could have purchased at the then Market Value. If the
Company pays any stock dividend, the Share Account shall be credited, as of the
end of the calendar month during which the stock dividend is paid, with a number
of Credited Shares equal to the number of shares or fraction of a share of
common stock paid per share of common stock as a dividend times the Credited
Shares in the Share Account on the dividend record date.

         (c) If any distribution other than a dividend is made on, or with
respect to, the Company's common stock, or in the event of a stock split,
recapitalization, merger, consolidation or other adjustment of the Company's
common stock, an appropriate adjustment shall be made to the number of Credited
Shares in a Share Account or to the cash credited to the Share Account on the
same basis as would have been made had the Credited Shares then been actually
issued and outstanding on the record date. The Board shall resolve any questions
as to the appropriateness of any such adjustment, including, but not limited to,
values and exchange ratios, and its determination shall be binding and
conclusive.


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         (d) All conversions into Credited Shares under Sections 5(a) through
(c) hereof shall be made in full shares. Amounts not so converted shall be
reflected as credited cash in a Share Account and shall be added to any
additional amounts of credited cash subsequently available for conversion;
provided, however, that in the event the Share Account reflects only credited
cash and interest thereon as provided in Section 5(e) hereof, the cash value of
such account shall not be converted into Credited Shares.

         (e) In the event the Company's common stock is at any time not publicly
traded so as to permit the determination of the Market Value of the Credited
Shares, such value shall be determined based on such factors and criteria as the
Board shall determine in good faith to be appropriate under the circumstances.
In the event the Company's common stock shall have been converted into or
exchanged for cash, securities (other than the Company's common stock) or other
property by virtue of a merger, consolidation, share exchange, reclassification
or other similar transaction, the value of such cash, securities and other
property received by the holders of the Company's common stock per share of
common stock shall be fixed as the cash value for each Credited Share in each
Participant's Share Account and such cash value shall be credited in such Share
Account and thereafter remain credited in the Participant's Share Account until
distributed and such account shall thereafter be credited by an amount equal to
the interest that would have been earned thereon at an annual rate equal to the
published prime lending rate at the beginning of each calendar quarter at Chase
Bank of Texas, National Association computed quarterly until the cash value of
such account shall be distributed as provided in Section 6 hereof. In such
event, no further deferrals of Compensation may be made by the Participant under
the Plan and no further additional credits shall be made by the Company as
provided in Section 3(b) hereof and any cash credits in the Share Account shall
not thereafter be converted into Credited Shares.

         (f) When a distribution is to commence pursuant to Section 6 hereof, a
stock certificate(s) representing the Credited Shares in the Share Account on
the last business day of the month preceding the date distribution is to
commence, and the amount of any credited cash in such Share Account will be
distributed as provided in Section 6 hereof, provided that all cash in the Share
Account shall be distributed at the time of the first distribution of stock
representing Crediting Shares.

6.       DISTRIBUTION.

         (a) Except in the case of the death of a Participant, distribution
shall commence as of the first day of the calendar quarter coincident with or
next following the date irrevocably specified by the Participant in the
applicable election to defer.

         (b) Except in the case of the death of the Participant, distribution of
a stock certificate representing the number of shares in the Share Account shall
be either in the form of a single distribution of shares or in approximately
equal quarterly installments over a period not to exceed ten years as
irrevocably selected by the Participant in the applicable election to defer. In
the event the Participant elects to receive the deferred compensation of shares
of stock through quarterly

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installments, the undistributed Credited Shares shall accrue dividends when paid
which will be connected to additional Credited Shares in accordance with Plan
terms. Cash in the Share Account representing fractured shares shall be
distributed at the time of the next distribution of Credited Shares.

         (c) In the event of the Participant's death prior to the date specified
for distribution of the Share Account, or after distribution to the Participant
has commenced but before full distribution has been made, the number of the
then-remaining shares in the Share Account shall be paid in a single
distribution to the beneficiary or contingent beneficiary designated in the
applicable election to defer, or to the estate of the deceased Participant if
there is no surviving beneficiary or contingent beneficiary. In either such
event, the single distribution shall be made as of the first day of the calendar
quarter following the Participant's date of death. A Participant may change the
beneficiary or contingent beneficiary from time to time with respect to any
election to defer by filing with the Administrative Committee a notice of change
of beneficiary. No change shall be effective unless received by the
Administrative Committee prior to the date of the Participant's death.

7.       MISCELLANEOUS.

         (a) The Board may amend or terminate the Plan at any time; provided,
however, (i) no amendment may be made that would accelerate or change the date
of distribution with respect to Compensation theretofore deferred and (ii) any
amendment or termination of the Plan shall not affect the rights of Participants
or beneficiaries to payment, in accordance with Section 6 of the Plan, of
amounts credited to Participants' account hereunder at the time of such
amendment or termination.

         (b) The Plan does not create a trust in favor of a Participant, his or
her designated beneficiary or beneficiaries, or any other person claiming on his
or her behalf, and the obligation of the Company is solely a contractual
obligation to make payments due hereunder. In this regard, the balance in any
account shall be considered a liability of the Company and the Participant's
right thereto shall be the same as any unsecured general creditor of the
Company. Neither the Participant nor any other person shall acquire any right,
title, or interest in or to any Deferred Amount outstanding under the Plan other
than the actual payment of such Deferred Amount in accordance with the terms of
the Plan.

         (c) No right or benefit under the Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be void. No right or benefit hereunder shall in any manner be
liable for or subject to the debts, contracts, liabilities or torts of the
person entitled to such benefit. If any Participant or beneficiary shall become
bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or
charge any right or benefit hereunder, then such right or benefit shall in the
discretion of a majority of the Board, excluding the affected Participant, cease
and terminate; and in such event, the Company may hold or apply the same or any
part thereof for the benefit of the Participant or his or her beneficiary, his
or her spouse, children or other dependents, at any time and in such proportion
as a majority of the Board, excluding the affected Participant, may


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deem proper. Any statement to the contrary notwithstanding, the Company may
apply any Deferred Amount to satisfy, in whole or in part, any indebtedness of a
Participant to the Company.

         (d) Construction of the Plan shall be governed by the laws of Texas.

         (e) The terms of the Plan shall be binding upon the heirs, executors,
administrators, personal representatives, successors and assigns of all parties
in interest.

         (f) The headings have been inserted for convenience only and shall not
affect the meaning or interpretation of the Plan.

         (g) Each Participant shall submit to the Administrative Committee his
or her current mailing address. It shall be the duty of each Participant to
notify the Administrative Committee of any change of address. In the absence of
such notice, the Administrative Committee shall be entitled for all purposes to
rely on the last-known address of the Participant.

         (h) Any amount payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or to the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Company and the Board with respect thereto.

         (i) Nothing in the Plan or any amendment thereto shall give a
Participant, or any beneficiary of a Participant, a right not specifically
provided therein. Nothing in this Plan or any amendment thereto shall be
construed as giving a Participant the right to be retained as a member of the
Board.

         (j) The Plan is effective on the effective date of the distribution by
Weatherford International, Inc. to its stockholders of all the outstanding
shares of stock of the Company.


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         EXECUTED THIS ____ DAY OF ________________, 2000.



                                          GRANT PRIDECO, INC.

                                          By:
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                                          Name:
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                                          Title:
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