<PAGE>   1
                                                                    EXHIBIT 10.8








                               GRANT PRIDECO, INC.
                                FOREIGN EXECUTIVE
                           DEFERRED COMPENSATION PLAN








<PAGE>   2



                               GRANT PRIDECO, INC.

                  FOREIGN EXECUTIVE DEFERRED COMPENSATION PLAN


         WHEREAS, Grant Prideco, Inc. desires to establish 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. Foreign 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>   3




                              GRANT PRIDECO, INC.
                               FOREIGN 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
         Compensation...................................................1.9
         Disability....................................................1.10
         GP............................................................1.11
         Foreign Deferred Compensation Ledger..........................1.12
         Participant...................................................1.13
         Plan..........................................................1.14
         Plan Year.....................................................1.15
         Retirement....................................................1.16
         Subsidiary....................................................1.17
         Year of Service...............................................1.18

ARTICLE II - ELIGIBILITY

ARTICLE III - BASIC BENEFIT ACCRUALS

         General Basic Benefit Accruals.................................3.1
         Reduction of Basic Benefit Accruals............................3.2

ARTICLE IV - ACCOUNT

         Establishing a Participant's Account...........................4.1
         Basic Benefit Account..........................................4.2
         Gauge for Determining Benefits.................................4.3

ARTICLE V - VESTING
</TABLE>


                                       i
<PAGE>   4

<TABLE>
<S>                                                                    <C>
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

ARTICLE X - PAYMENT

         Payments Under This Agreement Are the Obligation
           of the Company..............................................10.1
         Participants Must Rely Only on General
            Credit of the Company......................................10.2
</TABLE>


                                       ii
<PAGE>   5

<TABLE>
<S>                                                                    <C>

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
<PAGE>   6

                               GRANT PRIDECO, INC.
                                FOREIGN EXECUTIVE
                           DEFERRED COMPENSATION PLAN


                  Grant Prideco, Inc. (the "Company") hereby establishes the
Grant Prideco, Inc. Foreign Executive Deferred Compensation Plan effective upon
the Spin-Off which provides deferred compensation for a select group of foreign
highly compensated or management personnel based on services performed outside
the United States as follows:


                                    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:

                  Basic Benefit Account - The Company's accrual of 15 percent of
         Compensation for each Participant, or such lesser amount as the
         Committee establishes pursuant to Section 3.2.

                  1.2 "BASIC BENEFIT" means the accrual made by the Company for
the benefit of a Participant equal to 15 percent of the Participant's
Compensation, or such lesser amount as the Committee establishes pursuant to
Section 3.2.

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

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

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

                  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 its Foreign Subsidiaries.

                  1.9 "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 for services




                                       1
<PAGE>   7

performed outside the United States, including and limited to regular base pay,
merit and incentive bonuses (other than bonuses paid by the Company with respect
to services for a predecessor employer that has not adopted the Plan or with
respect to services performed by the Participant prior to his employment by the
Company, as determined by the Committee in its sole discretion), commissions,
short-term disability pay, vacation pay paid while the Participant is employed
by the Company, vacation pay paid upon a Participant's termination of
employment, and retention bonuses. Compensation does not include sign-on
bonuses, foreign service premiums or bonuses, position allowances, location
coefficient payments, housing allowances, car allowances, goods and services
allowances, tax gross-up payments, hypothetical tax payments, expense
reimbursements, travel allowances or bonuses, cash and non-cash fringe benefits,
severance pay, relocation allowances or expense reimbursements, deferred
compensation (such as income as a result of the exercise of a stock option or
stock appreciation right), or benefits under any pension plan or welfare plan as
defined in the Employee Retirement Income Security Act of 1974, as amended
(whether or not paid under a program that is subject to regulation under such
statute).

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

                  1.11 "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.

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

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

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

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

                  1.16 "RETIREMENT" means the retirement of a Participant from
any Company covered by the Plan on or after attaining age 60 under the Company's
retirement policy.

                  1.17 "SUBSIDIARY" means any wholly owned foreign subsidiary of
GP.

                  1.18 "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.


                                       2
<PAGE>   8

                                   ARTICLE II

                                   ELIGIBILITY

                  The employees initially eligible to participate in the Plan
include the key foreign employees of GP and each foreign Subsidiary as
determined by the Committee from time to time. After the initial Plan Year the
Committee may change the eligibility requirements for participation in the Plan
as it may determine is appropriate or advisable from time to time in its sole
discretion. The Committee shall notify each Participant of his eligibility to
participate in the Plan. Except as specified below, each Participant in the Plan
during a Plan Year shall continue to participate in the Plan unless the
Committee shall have notified the Participant prior to the beginning of the next
Plan Year that he will not participate in the Plan for that Plan Year. The
Committee may at any time during a Plan Year on 60 days' notice to a Participant
advise the Participant that he shall not participate in the Plan after the
expiration of such notice period. A former Participant who has been notified
that he will no longer participate in the Plan, but who remains in the employ of
the Company, shall retain the balance in his Accounts under the terms of the
Plan, but no additional amounts should be credited to his Account under Section
4.2 during the periods in which he is not a Participant.


                                   ARTICLE III

                                BENEFIT ACCRUALS

                  3.1 GENERAL BASIC BENEFIT ACCRUAL. Subject to Section 3.2, the
Company shall accrue an amount for the benefit of each Participant equal to 15
percent of the Participant's Compensation for the Plan Year.

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

                                   ARTICLE IV

                                     ACCOUNT

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

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



                                       3
<PAGE>   9

                  4.3 GAUGE FOR DETERMINING BENEFITS. The Basic Benefit credits
described in Section 4.2 shall 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 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.


                                    ARTICLE V

                                     VESTING

                  Upon his Retirement, death or Disability while employed with
the Company, a Participant will have a 100 percent nonforfeitable interest in
the Basic Benefit credited to his Account together with any increase in the
accruals as a result of the rise in the value of the non-monetary units after
they have been initially credited, except for the events of forfeiture described
in Section 6.5. In addition, a Participant's interest in the Basic Benefit
credited to his Account together with any increase 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.




                                       4
<PAGE>   10


<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>


                                   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 Foreign 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, or in a combination of
shares of Common Stock and cash. The distribution shall be made within 90 days
after the Participant's death. Unless otherwise provided by the Committee, all
Distributions shall be made in shares of Common Stock.

                  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 Foreign Deferred Compensation Ledger. The designation will
be effective upon receipt by the Committee of a properly executed form which the
Committee has approved for that purpose. The Participant may from time to time
revoke or change any designation of Beneficiary by filing another approved
Beneficiary designation form with the Committee. If there is no valid
designation of Beneficiary on file with the Committee at the time of the
Participant's death, or if all of the Beneficiaries designated in the last
Beneficiary designation have predeceased the Participant or otherwise ceased to
exist, the Beneficiary will be the Participant's spouse, if the spouse survives
the Participant, or otherwise the Participant's estate.

                  6.2 DISABILITY. Upon the Disability of a Participant, the
Participant shall receive the value of the amounts credited to the Participant's
Accounts in the Foreign Deferred Compensation Ledger determined under Section
6.7, and 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 90
days after the Participant becomes disabled.

                  6.3 RETIREMENT. Upon the Retirement of a Participant on or
after attaining age 60, the Participant shall receive the value of the amounts
credited to his Accounts in the Foreign Deferred Compensation Ledger determined
under Section 6.7, and at the discretion of the




                                       5
<PAGE>   11

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 90 days after the Participant's
Retirement.

                  6.4 TERMINATION PRIOR TO DEATH, DISABILITY OR RETIREMENT. Upon
a Participant's termination from the employ of all Companies prior to death,
Disability or Retirement, the Participant shall receive the portion of the
amount credited to his Accounts in the Foreign Deferred Compensation Ledger,
determined under Section 6.7, which is vested under Article V, and 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. Distribution shall be made within 90 days after the Participant's
termination. Any amounts not then vested shall be forfeited.

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

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

                  6.7 DISTRIBUTION DETERMINATION DATE. For purposes of all
distributions described in this Article VI, the determination date 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, or 6.4,
as applicable. For purposes of all distributions in shares of Common Stock
described in this Article VI, the determination date shall be the date of the
actual direction by the Company in writing to the transfer agent to issue a
certificate for the Common Stock to the Participant or his Beneficiary, and the
number of shares issued shall be equal to the vested non-monetary units credited
to the Participant's Accounts.

                  6.8 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




                                       6
<PAGE>   12

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.


                                   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;



                                       7
<PAGE>   13

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

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

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

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

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

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

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

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

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


                                  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




                                       8
<PAGE>   14

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 Foreign Deferred Compensation Ledger.


                                   ARTICLE IX

                          AMENDMENT AND/OR TERMINATION

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

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

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


                                    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.



                                       9
<PAGE>   15

                  10.2 PARTICIPANTS MUST RELY ONLY ON GENERAL CREDIT OF THE
COMPANY. The Plan is only a general corporate commitment and each Participant
must rely upon the general credit of the Company 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 the Plan 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.


                                   ARTICLE XI

                                  MISCELLANEOUS

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

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

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

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

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

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

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

                  11.3 NONALIENATION OF BENEFITS. No right or benefit provided
in the Plan shall be transferable by the Participant except, upon his death, to
a named Beneficiary as provided in the Plan. No right or benefit under the Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge the same shall be void. No right or benefit under
the Plan shall in any manner




                                       10
<PAGE>   16

be liable for or subject to any debts, contracts, liabilities or torts of the
person entitled to such benefits. If any Participant or any Beneficiary becomes
bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or
charge any right or benefit under the Plan, that right or benefit shall, in the
discretion of the Committee, cease. In that event, the Committee may have the
Company hold or apply the right or benefit or any part of it to the benefit of
the Participant or Beneficiary, his or her spouse, children or other dependents
or any of them in any manner and in any proportion the Committee believes to be
proper in its sole and absolute discretion, but is not required to do so.

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

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

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

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

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

                  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.



                                       11
<PAGE>   17



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


                               GRANT PRIDECO, INC.



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


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




                                       12
<PAGE>   18
                                    EXHIBIT A

                    GRANT PRIDECO, INC. FOREIGN SUBSIDIARIES


<TABLE>
<CAPTION>
                                                                                Jurisdiction of
                     Name                                                  Incorporation or Formation
----------------------------------------------------                       --------------------------
<S>                                                                        <C>
Weatherford Mauritius Limited                                                       Mauritius
Jiangsu Shuguang Grant Prideco Tubular Company Ltd.                                   China
XLS Systems Antilles N.V.                                                     Netherlands Antilles
XLS Systems Europe, B.V.                                                           Netherlands
Enerpro de Mexico S.A. de C.V.                                                       Mexico
Grant Tubular Finishing Ltd.                                                         Hungary
Grant Prideco (Singapore) Pte Ltd.                                                  Singapore
Grant Prideco S.A. de C.V.                                                           Mexico
Grant Prideco Canada Ltd.                                                            Alberta
Grant Prideco, S.A.                                                                Switzerland
Citra Grant Prideco Marketing Ltd.                                               Jersey Islands
Grant Prideco de Venezuela                                                          Venezuela
Prideco de Venezuela, S.A.                                                          Venezuela
Prideco Europe Limited                                                                 UK
Pridecomex Holding, S.A. de C.V.                                                     Mexico
TF de Mexico, S.A. de C.V.                                                           Mexico
Inmobiliaria Industrial de Veracruz S.A. de C.V.                                     Mexico
PT H-Tech Oilfield Equipment                                                        Indonesia
Voest-Alpine Stahlrohr Kindberg GmbH                                                 Austria
Voest-Alpine Stahlrohr Kindberg GmbH & Co. KG                                        Austria
Voest-Alpine Middle East Free Establishment Zone                              United Arab Emirates
Voest-Alpine South America, S.A.                                                    Venezuela
</TABLE>


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