<PAGE>
 
                           INDEMNIFICATION AGREEMENT



  This AGREEMENT, effective as of October 5, 1995 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and John A. Hill (the
"Director"), a director of the Company;

          WHEREAS, in recognition of Director's need for substantial protection
     against personal liability in order to enhance Director's continued service
     to the Company in an effective manner and of Director's reliance on the
     provisions of the Company's By-Laws requiring indemnification of the
     Director under certain circumstances, and in part to provide Director with
     specific contractual assurance that the protection promised by such By-Laws
     will be available to Director (regardless of, among other things, any
     amendment to or revocation of such By-Laws, any change in the composition
     of the Company's board of Directors or any acquisition transaction relating
     to the Company), the Company wishes to provide in this Agreement for the
     indemnification of, and the advancing of expenses to, Director to the
     fullest extent (whether partial or complete) permitted by law and as set
     forth in this Agreement, and, to the extent insurance is maintained, for
     the continued coverage of Director under the Company's directors' and
     officers' liability insurance policies.

          NOW THEREFORE, in consideration of the premises and of Director
     agreeing to serve or continuing to serve the Company directly or, at its
     request, with another enterprise, and intending to be legally bound hereby,
     the parties hereto agree as follows:

          1. BASIC INDEMNIFICATION ARRANGEMENT

          (a) In the event Director was, is or becomes a party to or witness or
          other participant in, or is threatened to be made a party to or
          witness or other participant in, a Claim (as defined hereinafter) by
          reason of (or arising in part out of) an Indemnifiable Event (as
          defined hereinafter), the Company shall indemnify Director to the
          fullest extent permitted by law as soon as practicable, but in any
          event no later than 30 days after written demand is presented to the
          Company, against any and all Expenses (as defined hereinafter),
          judgments, fines, penalties and amounts paid in settlement of such
          Claim.  If so requested by Director, the Company shall advance (within
          ten business days after such written request) any and all Expenses to
          Director an "Expense Advance".  Notwithstanding anything in this
          Agreement to the contrary, and except as provided in Section 3 hereof,
          prior to a Change in Control (as defined hereinafter), Director shall
          not be entitled to indemnification pursuant to this Agreement in
          connection with any Claim initiated by Director against the Company or
          any director or officer of the Company, unless the Company has joined
          in or consented to the initiation of such Claim.


          (b) Notwithstanding the foregoing, (i) the obligations of the Company
          under Section 1(a) 
<PAGE>
 
          shall be subject to the condition that the Reviewing Party (as defined
          hereinafter) shall not have determined (in a written opinion, in any
          case in which the special independent counsel referred to in Section 2
          hereof is involved) that Director would not be permitted to be
          indemnified under applicable law, and (ii) the obligation of the
          Company to make an Expense Advance pursuant to Section 1(a) shall be
          subject to the condition that, if when and to the extent that the
          Reviewing Party determines that Director would not be permitted to be
          so indemnified under applicable law, the Company shall be entitled to
          be reimbursed by Director (who hereby agrees to reimburse the Company)
          for all such amounts theretofore paid; provided, however, that if
          Director has commenced legal proceedings in a court of competent
          jurisdiction to secure a determination that Director should be
          indemnified under applicable law, any determination made by the
          Reviewing Party that Director would not be permitted to be indemnified
          under applicable law shall not be binding and Director shall not be
          required to reimburse the Company for any Expense Advance until a
          final judicial determination is made with respect thereto (as to which
          all rights of appeal therefrom have been exhausted or lapsed). If
          there has not been a Change in Control, the Reviewing Party shall be
          selected by the Board of Directors, and if there has been such a
          Change in Control, the Reviewing Party shall be the special
          independent counsel referred to in Section 2 hereof. If there has been
          no determination by the Reviewing Party or if the Reviewing Party
          determines that Director substantively would not be permitted to be
          indemnified in whole or in part under applicable law, Director shall
          have the right to commence litigation in any court in the states of
          Texas or Delaware having subject matter jurisdiction thereof and in
          which venue is proper, seeking an initial determination by the court
          or challenging any such determination by the Reviewing Party or any
          aspect thereof, and the Company hereby consents to service of process
          and to appear in any such proceeding. Any determination by the
          Reviewing Party otherwise shall be conclusive and binding on the
          Company and Director.

          2. CHANGE IN CONTROL.   The Company agrees that if there is a Change
          in Control of the Company (other than a Change in Control which has
          been approved by a majority of the Company's Board of Directors who
          were directors immediately prior to such Change in Control), then with
          respect to all matters thereafter arising concerning the rights of
          Director to indemnity payments and Expense Advances under this
          Agreement or any other agreement or Company By-Law now or hereafter in
          effect relating to Claims for Indemnifiable Events, the Company shall
          seek legal advice only from special independent counsel selected by
          Director and approved by the Company (which approval shall not be
          unreasonably withheld), and who has not otherwise performed services
          for the Company or Director within the last five years (other than in
          connection with such matters).  Such counsel, among other things,
          shall render its written opinion to the Company and Director as to
          whether and to what extent Director would be permitted to be
          indemnified under applicable law.  The Company agrees to pay the
          reasonable fees of the special, independent counsel referred to above

                                       2
<PAGE>
 
          and to fully indemnify such counsel against any and all expenses
          (including attorneys' fees), claims, liabilities and damages arising
          out of or relating to this Agreement or its engagement pursuant
          hereto.

          3. INDEMNIFICATION FOR ADDITIONAL EXPENSES.   The Company shall
          indemnify Director against any and all expenses (including attorneys'
          fees) and, if requested by Director, shall (within ten business days
          after such written request) advance such expenses to Director, which
          are incurred by Director in connection with any claim asserted against
          or action brought by Director for  (i) indemnification or advance
          payment of Expenses by the Company under this Agreement or any other
          agreement or Company By-Law now or hereafter in effect relating to
          Claims for Idemnifiable Events and/or  (ii) recovery under any
          directors' and officers' liability insurance policies maintained by
          the Company, regardless of whether Director ultimately is determined
          to be entitled to such indemnification, advance expense payment or
          insurance recovery, as the case may be.

          4. PARTIAL INDEMNITY, ETC.   If Director is  entitled under any
          provision of this Agreement to indemnification by the Company of some
          or a portion of the Expenses, judgments, fines, penalties and amounts
          paid in settlement of a Claim  but not, however, for all of the total
          amount thereof, the Company shall nevertheless indemnify Director for
          the portion thereof to which Director is entitled.  Moreover,
          notwithstanding any other provision of this Agreement, to the extent
          that Director has been successful on the merits or otherwise in
          defense of any or all Claims relating in whole or in part to an
          Indemnifiable Event or in defense of any issue or matter therein,
          including dismissal without prejudice, Director shall be indemnified
          against all Expenses incurred in connection therewith.  In connection
          with any determination by the Reviewing Party or otherwise as to
          whether Director is entitled to be indemnified hereunder, the burden
          of proof shall be on the Company to establish that Director is not so
          entitled.

          5. NO PRESUMPTION.  For purposes of this Agreement, the termination of
          any action, suit or proceeding by judgment, order, settlement (whether
          with or without court approval), conviction, or plea of nolo
          contendere, or its equivalent, shall not create a presumption that
          director did not meet any particular standard of conduct or have any
          particular belief or that a court has determined that indemnification
          is not permitted by applicable law.

          6. NON-EXCLUSIVITY, ETC.   The rights of Director hereunder shall be
          in addition to any other rights Director may have under the Company's
          By-Laws or the Delaware General Corporation Law or otherwise.  To the
          extent that a change in the Delaware General Corporation Law (whether
          by statute or judicial decision) or the Company's By-Laws permits
          greater indemnification by agreement than would be afforded currently
          under the Company's By-Laws and this Agreement, it is the intent of
          the 

                                       3
<PAGE>
 
          parties hereto that Director shall enjoy by this Agreement the greater
          benefits so afforded by such change.

          7. LIABILITY INSURANCE.   To the extent the Company maintains an
          insurance policy or policies providing directors' and officers'
          liability insurance, Director shall be covered by such policy or
          policies, in accordance with its or their terms, to the maximum extent
          of the coverage available for any Company director.

          8. CERTAIN DEFINITIONS.

          (a) CHANGE IN CONTROL:   shall be deemed to have occurred if (i) any
          "person" (as such term is used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, as amended), other than a trustee or
          other fiduciary holding securities under an employee benefit plan of
          the Company or a corporation owned directly or indirectly by the
          stockholders of the Company in substantially the same proportions as
          their ownership of stock of the Company, is or becomes the "beneficial
          owner" (as defined in Rule 13d-3 under said Act), directly or
          indirectly, of securities of the Company representing 20% or more of
          the total voting power represented by the Company's then outstanding
          Voting Securities (as defined hereinafter), or  (ii) during any period
          of two consecutive years, individuals who at the beginning of such
          period constitute the Board of Directors of the Company and any new
          director whose election by the Board of Directors or nomination for
          election by the Company's stockholders was approved by a vote of at
          least two- thirds (2/3) of the directors then still in office who
          either were directors at the beginning of the period or whose election
          or nomination for election was previously so approved, cease for any
          reason to constitute a majority thereof, or  (iii) the stockholders of
          the Company approve a merger or consolidation of the Company with any
          other corporation, other than a merger or consolidation which would
          result in the Voting Securities of the Company outstanding immediately
          prior thereto continuing to represent (either by remaining outstanding
          or by being converted into Voting Securities of the surviving entity)
          at least 80% of the total voting power represented by the Voting
          Securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation or the stockholders of
          the Company approve a plan of complete liquidation of the Company or
          an agreement for the sale or disposition by the Company of all or
          substantially all the Company's assets.

          (b) CLAIM:  any threatened, pending or completed action, suit or
          proceeding, or any inquiry or investigation whether conducted by the
          Company or any other party, whether civil, criminal, administrative or
          investigative.

          (c) EXPENSES:   include attorneys' fees and all other costs, expenses
          and obligations paid or incurred in connection with investigating,
          defending, being a witness in or participating in (including on
          appeal), or preparing to defend, be a witness in or 

                                       4
<PAGE>
 
          participate in any Claim relating to any Indemnifiable Event.

          (d) INDEMNIFIABLE EVENT:   any event or occurrence related to the fact
          that Director is or was a director, officer, employee, agent or
          fiduciary of the Company, or is or was serving at the request of the
          Company as a director, officer, employee, trustee, agent or fiduciary
          of another corporation, partnership, joint venture, employee benefit
          plan, trust or other enterprise, or by reason of anything done or not
          done by Director in any such capacity.

          (e) REVIEWING PARTY:  any appropriate person or body consisting of a
          member or members of the Company's Board of Directors or any other
          person or body appointed by the Board (including the special
          independent counsel referred to in Section 2) who is not a party to
          the particular Claim for which Director is seeking indemnification.

          (f) VOTING SECURITIES:   any securities of the Company which vote
          generally in the election of directors.

          9. AMENDMENTS AND WAIVER.  No supplement, modification or amendment of
          this Agreement shall be binding unless executed in writing by both of
          the parties hereto.  No waiver of any of the provisions of this
          Agreement shall be deemed or shall constitute a waiver of any other
          provisions hereof (whether or not similar) nor shall such waiver
          constitute a continuing waiver.

          10. SUBROGATION.  In the event of payment under this Agreement, the
          Company shall be subrogated to the extent of such payment to all of
          the rights of recovery of Director, who shall execute all papers
          required and shall do everything that may be necessary to secure such
          rights, including the execution of such documents necessary to enable
          the Company effectively to bring suit to enforce such rights.

          11. NO DUPLICATION OF PAYMENTS.   The Company shall not be liable
          under this Agreement to make any payment in connection with any claim
          made against Director to the extent Director has otherwise actually
          received payment (under any insurance policy, By-Law or otherwise) of
          the amounts otherwise indemnifiable hereunder.

          12. BINDING EFFECT, ETC.  This Agreement shall be binding upon and
          inure to the benefit of and be enforceable by the parties hereto and
          their respective successors, assigns, including any direct or indirect
          successor by purchase, merger, consolidation or otherwise to all or
          substantially all of the business and/or assets of the Company,
          spouses, heirs, and personal and legal representatives.  This
          Agreement shall continue in effect regardless of whether Director
          continues to serve as a director (or in one of the capacities
          enumerated in Section 8(d) hereof) of the Company or of any other
          enterprise at the Company's request.

                                       5
<PAGE>
 
          13. SEVERABILITY.  The provisions of this Agreement shall be severable
          in the event that any of the provisions hereof (including any
          provision within a single section, paragraph or sentence) are held by
          a court of competent jurisdiction to be invalid, void or otherwise
          unenforceable, and the remaining provisions shall remain enforceable
          to the fullest extent permitted by law.

          14. GOVERNING LAW.  This Agreement shall be governed by and construed
          and enforced in accordance with the laws of the State of Delaware
          applicable to contracts made and to be performed in such state without
          giving effect to the principles of conflicts of laws.


  Executed as of October 5, 1995.



                                            WEATHERFORD ENTERRA, INC.


                                            By: /s/ Philip Burguieres
                                               ---------------------------
                                               Name:  Philip Burguieres
                                               Title:  President


                                                /s/ John A. Hill
                                              ---------------------------- 
                                              John A. Hill
<PAGE>
 
                           INDEMNIFICATION AGREEMENT


  This AGREEMENT, effective as of October 5, 1995 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and William E. Macaulay
(the "Director"), a director of the Company;

     WHEREAS, in recognition of Director's need for substantial protection
     against personal liability in order to enhance Director's continued service
     to the Company in an effective manner and of Director's reliance on the
     provisions of the Company's By-Laws requiring indemnification of the
     Director under certain circumstances, and in part to provide Director with
     specific contractual assurance that the protection promised by such By-Laws
     will be available to Director (regardless of, among other things, any
     amendment to or revocation of such By-Laws, any change in the composition
     of the Company's board of Directors or any acquisition transaction relating
     to the Company), the Company wishes to provide in this Agreement for the
     indemnification of, and the advancing of expenses to, Director to the
     fullest extent (whether partial or complete) permitted by law and as set
     forth in this Agreement, and, to the extent insurance is maintained, for
     the continued coverage of Director under the Company's directors' and
     officers' liability insurance policies.

     NOW THEREFORE, in consideration of the premises and of Director agreeing to
     serve or continuing to serve the Company directly or, at its request, with
     another enterprise, and intending to be legally bound hereby, the parties
     hereto agree as follows:

          1. BASIC INDEMNIFICATION ARRANGEMENT

          (a) In the event Director was, is or becomes a party to or witness or
          other participant in, or is threatened to be made a party to or
          witness or other participant in, a Claim (as defined hereinafter) by
          reason of (or arising in part out of) an Indemnifiable Event (as
          defined hereinafter), the Company shall indemnify Director to the
          fullest extent permitted by law as soon as practicable, but in any
          event no later than 30 days after written demand is presented to the
          Company, against any and all Expenses (as defined hereinafter),
          judgments, fines, penalties and amounts paid in settlement of such
          Claim.  If so requested by Director, the Company shall advance (within
          ten business days after such written request) any and all Expenses to
          Director an "Expense Advance".  Notwithstanding anything in this
          Agreement to the contrary, and except as provided in Section 3 hereof,
          prior to a Change in Control (as defined hereinafter), Director shall
          not be entitled to indemnification pursuant to this Agreement in
          connection with any Claim initiated by Director against the Company or
          any director or officer of the Company, unless the Company has joined
          in or consented to the initiation of such Claim.
<PAGE>
 
          (b) Notwithstanding the foregoing, (i) the obligations of the Company
          under Section 1(a) shall be subject to the condition that the
          Reviewing Party (as defined hereinafter) shall not have determined (in
          a written opinion, in any case in which the special independent
          counsel referred to in Section 2 hereof is involved) that Director
          would not be permitted to be indemnified under applicable law, and
          (ii) the obligation of the Company to make an Expense Advance pursuant
          to Section 1(a) shall be subject to the condition that, if when and to
          the extent that the Reviewing Party determines that Director would not
          be permitted to be so indemnified under applicable law, the Company
          shall be entitled to be reimbursed by Director (who hereby agrees to
          reimburse the Company) for all such amounts theretofore paid;
          provided, however, that if Director has commenced legal proceedings in
          a court of competent jurisdiction to secure a determination that
          Director should be indemnified under applicable law, any determination
          made by the Reviewing Party that Director would not be permitted to be
          indemnified under applicable law shall not be binding and Director
          shall not be required to reimburse the Company for any Expense Advance
          until a final judicial determination is made with respect thereto (as
          to which all rights of appeal therefrom have been exhausted or
          lapsed). If there has not been a Change in Control, the Reviewing
          Party shall be selected by the Board of Directors, and if there has
          been such a Change in Control, the Reviewing Party shall be the
          special independent counsel referred to in Section 2 hereof. If there
          has been no determination by the Reviewing Party or if the Reviewing
          Party determines that Director substantively would not be permitted to
          be indemnified in whole or in part under applicable law, Director
          shall have the right to commence litigation in any court in the states
          of Texas or Delaware having subject matter jurisdiction thereof and in
          which venue is proper, seeking an initial determination by the court
          or challenging any such determination by the Reviewing Party or any
          aspect thereof, and the Company hereby consents to service of process
          and to appear in any such proceeding. Any determination by the
          Reviewing Party otherwise shall be conclusive and binding on the
          Company and Director.

          2. CHANGE IN CONTROL.   The Company agrees that if there is a Change
          in Control of the Company (other than a Change in Control which has
          been approved by a majority of the Company's Board of Directors who
          were directors immediately prior to such Change in Control), then with
          respect to all matters thereafter arising concerning the rights of
          Director to indemnity payments and Expense Advances under this
          Agreement or any other agreement or Company By-Law now or hereafter in
          effect relating to Claims for Indemnifiable Events, the Company shall
          seek legal advice only from special independent counsel selected by
          Director and approved by the Company (which approval shall not be
          unreasonably withheld), and who has not otherwise performed services
          for the Company or Director within the last five years (other than in
          connection with such matters).  Such counsel, among other things,
          shall render its written opinion to the Company and Director as to
          whether and to what extent Director would be permitted to be
          indemnified under applicable law.  The Company 

                                       2
<PAGE>
 
          agrees to pay the reasonable fees of the special, independent counsel
          referred to above and to fully indemnify such counsel against any and
          all expenses (including attorneys' fees), claims, liabilities and
          damages arising out of or relating to this Agreement or its engagement
          pursuant hereto.

          3. INDEMNIFICATION FOR ADDITIONAL EXPENSES.   The Company shall
          indemnify Director against any and all expenses (including attorneys'
          fees) and, if requested by Director, shall (within ten business days
          after such written request) advance such expenses to Director, which
          are incurred by Director in connection with any claim asserted against
          or action brought by Director for  (i) indemnification or advance
          payment of Expenses by the Company under this Agreement or any other
          agreement or Company By-Law now or hereafter in effect relating to
          Claims for Idemnifiable Events and/or  (ii) recovery under any
          directors' and officers' liability insurance policies maintained by
          the Company, regardless of whether Director ultimately is determined
          to be entitled to such indemnification, advance expense payment or
          insurance recovery, as the case may be.

          4. PARTIAL INDEMNITY, ETC.   If Director is  entitled under any
          provision of this Agreement to indemnification by the Company of some
          or a portion of the Expenses, judgments, fines, penalties and amounts
          paid in settlement of a Claim  but not, however, for all of the total
          amount thereof, the Company shall nevertheless indemnify Director for
          the portion thereof to which Director is entitled.  Moreover,
          notwithstanding any other provision of this Agreement, to the extent
          that Director has been successful on the merits or otherwise in
          defense of any or all Claims relating in whole or in part to an
          Indemnifiable Event or in defense of any issue or matter therein,
          including dismissal without prejudice, Director shall be indemnified
          against all Expenses incurred in connection therewith.  In connection
          with any determination by the Reviewing Party or otherwise as to
          whether Director is entitled to be indemnified hereunder, the burden
          of proof shall be on the Company to establish that Director is not so
          entitled.

          5. NO PRESUMPTION.  For purposes of this Agreement, the termination of
          any action, suit or proceeding by judgment, order, settlement (whether
          with or without court approval), conviction, or plea of nolo
          contendere, or its equivalent, shall not create a presumption that
          director did not meet any particular standard of conduct or have any
          particular belief or that a court has determined that indemnification
          is not permitted by applicable law.

          6. NON-EXCLUSIVITY, ETC.   The rights of Director hereunder shall be
          in addition to any other rights Director may have under the Company's
          By-Laws or the Delaware General Corporation Law or otherwise.  To the
          extent that a change in the Delaware General Corporation Law (whether
          by statute or judicial decision) or the Company's By-Laws permits
          greater indemnification by agreement than would be afforded 

                                       3
<PAGE>
 
          currently under the Company's By-Laws and this Agreement, it is the
          intent of the parties hereto that Director shall enjoy by this
          Agreement the greater benefits so afforded by such change.

          7. LIABILITY INSURANCE.   To the extent the Company maintains an
          insurance policy or policies providing directors' and officers'
          liability insurance, Director shall be covered by such policy or
          policies, in accordance with its or their terms, to the maximum extent
          of the coverage available for any Company director.

          8. CERTAIN DEFINITIONS.

          (a) CHANGE IN CONTROL:   shall be deemed to have occurred if (i) any
          "person" (as such term is used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, as amended), other than a trustee or
          other fiduciary holding securities under an employee benefit plan of
          the Company or a corporation owned directly or indirectly by the
          stockholders of the Company in substantially the same proportions as
          their ownership of stock of the Company, is or becomes the "beneficial
          owner" (as defined in Rule 13d-3 under said Act), directly or
          indirectly, of securities of the Company representing 20% or more of
          the total voting power represented by the Company's then outstanding
          Voting Securities (as defined hereinafter), or  (ii) during any period
          of two consecutive years, individuals who at the beginning of such
          period constitute the Board of Directors of the Company and any new
          director whose election by the Board of Directors or nomination for
          election by the Company's stockholders was approved by a vote of at
          least two- thirds (2/3) of the directors then still in office who
          either were directors at the beginning of the period or whose election
          or nomination for election was previously so approved, cease for any
          reason to constitute a majority thereof, or  (iii) the stockholders of
          the Company approve a merger or consolidation of the Company with any
          other corporation, other than a merger or consolidation which would
          result in the Voting Securities of the Company outstanding immediately
          prior thereto continuing to represent (either by remaining outstanding
          or by being converted into Voting Securities of the surviving entity)
          at least 80% of the total voting power represented by the Voting
          Securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation or the stockholders of
          the Company approve a plan of complete liquidation of the Company or
          an agreement for the sale or disposition by the Company of all or
          substantially all the Company's assets.

          (b) CLAIM:  any threatened, pending or completed action, suit or
          proceeding, or any inquiry or investigation whether conducted by the
          Company or any other party, whether civil, criminal, administrative or
          investigative.

          (c) EXPENSES:   include attorneys' fees and all other costs, expenses
          and obligations paid or incurred in connection with investigating,
          defending, being a witness in or 

                                       4
<PAGE>
 
          participating in (including on appeal), or preparing to defend, be a
          witness in or participate in any Claim relating to any Indemnifiable
          Event.

          (d) INDEMNIFIABLE EVENT:   any event or occurrence related to the fact
          that Director is or was a director, officer, employee, agent or
          fiduciary of the Company, or is or was serving at the request of the
          Company as a director, officer, employee, trustee, agent or fiduciary
          of another corporation, partnership, joint venture, employee benefit
          plan, trust or other enterprise, or by reason of anything done or not
          done by Director in any such capacity.

          (e) REVIEWING PARTY:  any appropriate person or body consisting of a
          member or members of the Company's Board of Directors or any other
          person or body appointed by the Board (including the special
          independent counsel referred to in Section 2) who is not a party to
          the particular Claim for which Director is seeking indemnification.

          (f) VOTING SECURITIES:   any securities of the Company which vote
          generally in the election of directors.

          9. AMENDMENTS AND WAIVER.  No supplement, modification or amendment of
          this Agreement shall be binding unless executed in writing by both of
          the parties hereto.  No waiver of any of the provisions of this
          Agreement shall be deemed or shall constitute a waiver of any other
          provisions hereof (whether or not similar) nor shall such waiver
          constitute a continuing waiver.

          10. SUBROGATION.  In the event of payment under this Agreement, the
          Company shall be subrogated to the extent of such payment to all of
          the rights of recovery of Director, who shall execute all papers
          required and shall do everything that may be necessary to secure such
          rights, including the execution of such documents necessary to enable
          the Company effectively to bring suit to enforce such rights.

          11. NO DUPLICATION OF PAYMENTS.   The Company shall not be liable
          under this Agreement to make any payment in connection with any claim
          made against Director to the extent Director has otherwise actually
          received payment (under any insurance policy, By-Law or otherwise) of
          the amounts otherwise indemnifiable hereunder.

          12. BINDING EFFECT, ETC.  This Agreement shall be binding upon and
          inure to the benefit of and be enforceable by the parties hereto and
          their respective successors, assigns, including any direct or indirect
          successor by purchase, merger, consolidation or otherwise to all or
          substantially all of the business and/or assets of the Company,
          spouses, heirs, and personal and legal representatives.  This
          Agreement shall continue in effect regardless of whether Director
          continues to serve as a director (or in one of the capacities
          enumerated in Section 8(d) hereof) of the Company or of any other
          enterprise at the Company's request.

                                       5
<PAGE>
 
          13. SEVERABILITY.  The provisions of this Agreement shall be severable
          in the event that any of the provisions hereof (including any
          provision within a single section, paragraph or sentence) are held by
          a court of competent jurisdiction to be invalid, void or otherwise
          unenforceable, and the remaining provisions shall remain enforceable
          to the fullest extent permitted by law.

          14. GOVERNING LAW.  This Agreement shall be governed by and construed
          and enforced in accordance with the laws of the State of Delaware
          applicable to contracts made and to be performed in such state without
          giving effect to the principles of conflicts of laws.


  Executed as of October 5, 1995.



                                       WEATHERFORD ENTERRA, INC.


                                       By: /s/ Philip Burguieres
                                          --------------------------------
                                          Name:  Philip Burguieres
                                          Title:  President



                                           /s/ William E. Macaulay
                                          --------------------------------
                                          William E. Macaulay


                                       6
<PAGE>
 
                           INDEMNIFICATION AGREEMENT

  This AGREEMENT, effective as of October 5, 1995 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and Robert L. Parker, Sr.
(the "Director"), a director of the Company;

          WHEREAS, in recognition of Director's need for substantial protection
     against personal liability in order to enhance Director's continued service
     to the Company in an effective manner and of Director's reliance on the
     provisions of the Company's By-Laws requiring indemnification of the
     Director under certain circumstances, and in part to provide Director with
     specific contractual assurance that the protection promised by such By-Laws
     will be available to Director (regardless of, among other things, any
     amendment to or revocation of such By-Laws, any change in the composition
     of the Company's board of Directors or any acquisition transaction relating
     to the Company), the Company wishes to provide in this Agreement for the
     indemnification of, and the advancing of expenses to, Director to the
     fullest extent (whether partial or complete) permitted by law and as set
     forth in this Agreement, and, to the extent insurance is maintained, for
     the continued coverage of Director under the Company's directors' and
     officers' liability insurance policies.

          NOW THEREFORE, in consideration of the premises and of Director
     agreeing to serve or continuing to serve the Company directly or, at its
     request, with another enterprise, and intending to be legally bound hereby,
     the parties hereto agree as follows:

          1. BASIC INDEMNIFICATION ARRANGEMENT

          (a) In the event Director was, is or becomes a party to or witness or
          other participant in, or is threatened to be made a party to or
          witness or other participant in, a Claim (as defined hereinafter) by
          reason of (or arising in part out of) an Indemnifiable Event (as
          defined hereinafter), the Company shall indemnify Director to the
          fullest extent permitted by law as soon as practicable, but in any
          event no later than 30 days after written demand is presented to the
          Company, against any and all Expenses (as defined hereinafter),
          judgments, fines, penalties and amounts paid in settlement of such
          Claim.  If so requested by Director, the Company shall advance (within
          ten business days after such written request) any and all Expenses to
          Director an "Expense Advance".  Notwithstanding anything in this
          Agreement to the contrary, and except as provided in Section 3 hereof,
          prior to a Change in Control (as defined hereinafter), Director shall
          not be entitled to indemnification pursuant to this Agreement in
          connection with any Claim initiated by Director against the Company or
          any director or officer of the Company, unless the Company has joined
          in or consented to the initiation of such Claim.
<PAGE>
 
          (b) Notwithstanding the foregoing, (i) the obligations of the Company
          under Section 1(a) shall be subject to the condition that the
          Reviewing Party (as defined hereinafter) shall not have determined (in
          a written opinion, in any case in which the special independent
          counsel referred to in Section 2 hereof is involved) that Director
          would not be permitted to be indemnified under applicable law, and
          (ii) the obligation of the Company to make an Expense Advance pursuant
          to Section 1(a) shall be subject to the condition that, if when and to
          the extent that the Reviewing Party determines that Director would not
          be permitted to be so indemnified under applicable law, the Company
          shall be entitled to be reimbursed by Director (who hereby agrees to
          reimburse the Company) for all such amounts theretofore paid;
          provided, however, that if Director has commenced legal proceedings in
          a court of competent jurisdiction to secure a determination that
          Director should be indemnified under applicable law, any determination
          made by the Reviewing Party that Director would not be permitted to be
          indemnified under applicable law shall not be binding and Director
          shall not be required to reimburse the Company for any Expense Advance
          until a final judicial determination is made with respect thereto (as
          to which all rights of appeal therefrom have been exhausted or
          lapsed).  If there has not been a Change in Control, the Reviewing
          Party shall be selected by the Board of Directors, and if there has
          been such a Change in Control, the Reviewing Party shall be the
          special independent counsel referred to in Section 2 hereof.  If there
          has been no determination by the Reviewing Party or if the Reviewing
          Party determines that Director substantively would not be permitted to
          be indemnified in whole or in part under  applicable law, Director
          shall have the right to commence litigation in any court in the states
          of Texas or Delaware having subject matter jurisdiction thereof and in
          which venue is proper, seeking an initial determination by the court
          or challenging any such determination by the Reviewing Party or any
          aspect thereof, and the Company hereby consents to service of process
          and to appear in any such proceeding.  Any determination by the
          Reviewing Party otherwise shall be conclusive and binding on the
          Company and Director.

          2. CHANGE IN CONTROL.   The Company agrees that if there is a Change
          in Control of the Company (other than a Change in Control which has
          been approved by a majority of the Company's Board of Directors who
          were directors immediately prior to such Change in Control), then with
          respect to all matters thereafter arising concerning the rights of
          Director to indemnity payments and Expense Advances under this
          Agreement or any other agreement or Company By-Law now or hereafter in
          effect relating to Claims for Indemnifiable Events, the Company shall
          seek legal advice only from special independent counsel selected by
          Director and approved by the Company (which approval shall not be
          unreasonably withheld), and who has not otherwise performed services
          for the Company or Director within the last five years (other than in
          connection with such matters).  Such counsel, among other things,
          shall render its written opinion to the Company and Director as to
          whether and to what extent Director would be permitted to be
          indemnified under applicable law.  The Company 

                                       2
<PAGE>
 
          agrees to pay the reasonable fees of the special, independent counsel
          referred to above and to fully indemnify such counsel against any and
          all expenses (including attorneys' fees), claims, liabilities and
          damages arising out of or relating to this Agreement or its engagement
          pursuant hereto.

          3. INDEMNIFICATION FOR ADDITIONAL EXPENSES.   The Company shall
          indemnify Director against any and all expenses (including attorneys'
          fees) and, if requested by Director, shall (within ten business days
          after such written request) advance such expenses to Director, which
          are incurred by Director in connection with any claim asserted against
          or action brought by Director for  (i) indemnification or advance
          payment of Expenses by the Company under this Agreement or any other
          agreement or Company By-Law now or hereafter in effect relating to
          Claims for Idemnifiable Events and/or  (ii) recovery under any
          directors' and officers' liability insurance policies maintained by
          the Company, regardless of whether Director ultimately is determined
          to be entitled to such indemnification, advance expense payment or
          insurance recovery, as the case may be.

          4. PARTIAL INDEMNITY, ETC.   If Director is  entitled under any
          provision of this Agreement to indemnification by the Company of some
          or a portion of the Expenses, judgments, fines, penalties and amounts
          paid in settlement of a Claim  but not, however, for all of the total
          amount thereof, the Company shall nevertheless indemnify Director for
          the portion thereof to which Director is entitled.  Moreover,
          notwithstanding any other provision of this Agreement, to the extent
          that Director has been successful on the merits or otherwise in
          defense of any or all Claims relating in whole or in part to an
          Indemnifiable Event or in defense of any issue or matter therein,
          including dismissal without prejudice, Director shall be indemnified
          against all Expenses incurred in connection therewith.  In connection
          with any determination by the Reviewing Party or otherwise as to
          whether Director is entitled to be indemnified hereunder, the burden
          of proof shall be on the Company to establish that Director is not so
          entitled.

          5. NO PRESUMPTION.  For purposes of this Agreement, the termination of
          any action, suit or proceeding by judgment, order, settlement (whether
          with or without court approval), conviction, or plea of nolo
          contendere, or its equivalent, shall not create a presumption that
          director did not meet any particular standard of conduct or have any
          particular belief or that a court has determined that indemnification
          is not permitted by applicable law.

          6. NON-EXCLUSIVITY, ETC.   The rights of Director hereunder shall be
          in addition to any other rights Director may have under the Company's
          By-Laws or the Delaware General Corporation Law or otherwise.  To the
          extent that a change in the Delaware General Corporation Law (whether
          by statute or judicial decision) or the Company's By-Laws permits
          greater indemnification by agreement than would be afforded 

                                       3
<PAGE>
 
          currently under the Company's By-Laws and this Agreement, it is the
          intent of the parties hereto that Director shall enjoy by this
          Agreement the greater benefits so afforded by such change.

          7. LIABILITY INSURANCE.   To the extent the Company maintains an
          insurance policy or policies providing directors' and officers'
          liability insurance, Director shall be covered by such policy or
          policies, in accordance with its or their terms, to the maximum extent
          of the coverage available for any Company director.

          8. CERTAIN DEFINITIONS.

          (a) CHANGE IN CONTROL:   shall be deemed to have occurred if (i) any
          "person" (as such term is used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, as amended), other than a trustee or
          other fiduciary holding securities under an employee benefit plan of
          the Company or a corporation owned directly or indirectly by the
          stockholders of the Company in substantially the same proportions as
          their ownership of stock of the Company, is or becomes the "beneficial
          owner" (as defined in Rule 13d-3 under said Act), directly or
          indirectly, of securities of the Company representing 20% or more of
          the total voting power represented by the Company's then outstanding
          Voting Securities (as defined hereinafter), or  (ii) during any period
          of two consecutive years, individuals who at the beginning of such
          period constitute the Board of Directors of the Company and any new
          director whose election by the Board of Directors or nomination for
          election by the Company's stockholders was approved by a vote of at
          least two- thirds (2/3) of the directors then still in office who
          either were directors at the beginning of the period or whose election
          or nomination for election was previously so approved, cease for any
          reason to constitute a majority thereof, or  (iii) the stockholders of
          the Company approve a merger or consolidation of the Company with any
          other corporation, other than a merger or consolidation which would
          result in the Voting Securities of the Company outstanding immediately
          prior thereto continuing to represent (either by remaining outstanding
          or by being converted into Voting Securities of the surviving entity)
          at least 80% of the total voting power represented by the Voting
          Securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation or the stockholders of
          the Company approve a plan of complete liquidation of the Company or
          an agreement for the sale or disposition by the Company of all or
          substantially all the Company's assets.

          (b) CLAIM:  any threatened, pending or completed action, suit or
          proceeding, or any inquiry or investigation whether conducted by the
          Company or any other party, whether civil, criminal, administrative or
          investigative.

          (c) EXPENSES:   include attorneys' fees and all other costs, expenses
          and obligations paid or incurred in connection with investigating,
          defending, being a witness in or 

                                       4
<PAGE>
 
          participating in (including on appeal), or preparing to defend, be a
          witness in or participate in any Claim relating to any Indemnifiable
          Event.

          (d) INDEMNIFIABLE EVENT:   any event or occurrence related to the fact
          that Director is or was a director, officer, employee, agent or
          fiduciary of the Company, or is or was serving at the request of the
          Company as a director, officer, employee, trustee, agent or fiduciary
          of another corporation, partnership, joint venture, employee benefit
          plan, trust or other enterprise, or by reason of anything done or not
          done by Director in any such capacity.

          (e) REVIEWING PARTY:  any appropriate person or body consisting of a
          member or members of the Company's Board of Directors or any other
          person or body appointed by the Board (including the special
          independent counsel referred to in Section 2) who is not a party to
          the particular Claim for which Director is seeking indemnification.

          (f) VOTING SECURITIES:   any securities of the Company which vote
          generally in the election of directors.

          9. AMENDMENTS AND WAIVER.  No supplement, modification or amendment of
          this Agreement shall be binding unless executed in writing by both of
          the parties hereto.  No waiver of any of the provisions of this
          Agreement shall be deemed or shall constitute a waiver of any other
          provisions hereof (whether or not similar) nor shall such waiver
          constitute a continuing waiver.

          10. SUBROGATION.  In the event of payment under this Agreement, the
          Company shall be subrogated to the extent of such payment to all of
          the rights of recovery of Director, who shall execute all papers
          required and shall do everything that may be necessary to secure such
          rights, including the execution of such documents necessary to enable
          the Company effectively to bring suit to enforce such rights.

          11. NO DUPLICATION OF PAYMENTS.   The Company shall not be liable
          under this Agreement to make any payment in connection with any claim
          made against Director to the extent Director has otherwise actually
          received payment (under any insurance policy, By-Law or otherwise) of
          the amounts otherwise indemnifiable hereunder.

          12. BINDING EFFECT, ETC.  This Agreement shall be binding upon and
          inure to the benefit of and be enforceable by the parties hereto and
          their respective successors, assigns, including any direct or indirect
          successor by purchase, merger, consolidation or otherwise to all or
          substantially all of the business and/or assets of the Company,
          spouses, heirs, and personal and legal representatives.  This
          Agreement shall continue in effect regardless of whether Director
          continues to serve as a director (or in one of the capacities
          enumerated in Section 8(d) hereof) of the Company or of any other
          enterprise at the Company's request.

                                       5
<PAGE>
 
          13. SEVERABILITY.  The provisions of this Agreement shall be severable
          in the event that any of the provisions hereof (including any
          provision within a single section, paragraph or sentence) are held by
          a court of competent jurisdiction to be invalid, void or otherwise
          unenforceable, and the remaining provisions shall remain enforceable
          to the fullest extent permitted by law.

          14. GOVERNING LAW.  This Agreement shall be governed by and construed
          and enforced in accordance with the laws of the State of Delaware
          applicable to contracts made and to be performed in such state without
          giving effect to the principles of conflicts of laws.


  Executed as of October 5, 1995.



                                       WEATHERFORD ENTERRA, INC.



                                       By: /s/ Philip Burguieres
                                          -------------------------------- 
                                          Name:  Philip Burguieres
                                          Title:  President




                                           /s/ Robert L. Parker, Sr.
                                          --------------------------------
                                          Robert L. Parker, Sr.

                                       6
<PAGE>
 
                           INDEMNIFICATION AGREEMENT

  This AGREEMENT, effective as of October 5, 1995 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and R. Rudolph Reinfrank
(the "Director"), a director of the Company;

          WHEREAS, in recognition of Director's need for substantial protection
     against personal liability in order to enhance Director's continued service
     to the Company in an effective manner and of Director's reliance on the
     provisions of the Company's By-Laws requiring indemnification of the
     Director under certain circumstances, and in part to provide Director with
     specific contractual assurance that the protection promised by such By-Laws
     will be available to Director (regardless of, among other things, any
     amendment to or revocation of such By-Laws, any change in the composition
     of the Company's board of Directors or any acquisition transaction relating
     to the Company), the Company wishes to provide in this Agreement for the
     indemnification of, and the advancing of expenses to, Director to the
     fullest extent (whether partial or complete) permitted by law and as set
     forth in this Agreement, and, to the extent insurance is maintained, for
     the continued coverage of Director under the Company's directors' and
     officers' liability insurance policies.

          NOW THEREFORE, in consideration of the premises and of Director
     agreeing to serve or continuing to serve the Company directly or, at its
     request, with another enterprise, and intending to be legally bound hereby,
     the parties hereto agree as follows:

          1. BASIC INDEMNIFICATION ARRANGEMENT

          (a) In the event Director was, is or becomes a party to or witness or
          other participant in, or is threatened to be made a party to or
          witness or other participant in, a Claim (as defined hereinafter) by
          reason of (or arising in part out of) an Indemnifiable Event (as
          defined hereinafter), the Company shall indemnify Director to the
          fullest extent permitted by law as soon as practicable, but in any
          event no later than 30 days after written demand is presented to the
          Company, against any and all Expenses (as defined hereinafter),
          judgments, fines, penalties and amounts paid in settlement of such
          Claim.  If so requested by Director, the Company shall advance (within
          ten business days after such written request) any and all Expenses to
          Director an "Expense Advance".  Notwithstanding anything in this
          Agreement to the contrary, and except as provided in Section 3 hereof,
          prior to a Change in Control (as defined hereinafter), Director shall
          not be entitled to indemnification pursuant to this Agreement in
          connection with any Claim initiated by Director against the Company or
          any director or officer of the Company, unless the Company has joined
          in or consented to the initiation of such Claim.
<PAGE>
 
          (b) Notwithstanding the foregoing, (i) the obligations of the Company
          under Section 1(a) shall be subject to the condition that the
          Reviewing Party (as defined hereinafter) shall not have determined (in
          a written opinion, in any case in which the special independent
          counsel referred to in Section 2 hereof is involved) that Director
          would not be permitted to be indemnified under applicable law, and
          (ii) the obligation of the Company to make an Expense Advance pursuant
          to Section 1(a) shall be subject to the condition that, if when and to
          the extent that the Reviewing Party determines that Director would not
          be permitted to be so indemnified under applicable law, the Company
          shall be entitled to be reimbursed by Director (who hereby agrees to
          reimburse the Company) for all such amounts theretofore paid;
          provided, however, that if Director has commenced legal proceedings in
          a court of competent jurisdiction to secure a determination that
          Director should be indemnified under applicable law, any determination
          made by the Reviewing Party that Director would not be permitted to be
          indemnified under applicable law shall not be binding and Director
          shall not be required to reimburse the Company for any Expense Advance
          until a final judicial determination is made with respect thereto (as
          to which all rights of appeal therefrom have been exhausted or
          lapsed).  If there has not been a Change in Control, the Reviewing
          Party shall be selected by the Board of Directors, and if there has
          been such a Change in Control, the Reviewing Party shall be the
          special independent counsel referred to in Section 2 hereof.  If there
          has been no determination by the Reviewing Party or if the Reviewing
          Party determines that Director substantively would not be permitted to
          be indemnified in whole or in part under  applicable law, Director
          shall have the right to commence litigation in any court in the states
          of Texas or Delaware having subject matter jurisdiction thereof and in
          which venue is proper, seeking an initial determination by the court
          or challenging any such determination by the Reviewing Party or any
          aspect thereof, and the Company hereby consents to service of process
          and to appear in any such proceeding.  Any determination by the
          Reviewing Party otherwise shall be conclusive and binding on the
          Company and Director.

          2. CHANGE IN CONTROL.   The Company agrees that if there is a Change
          in Control of the Company (other than a Change in Control which has
          been approved by a majority of the Company's Board of Directors who
          were directors immediately prior to such Change in Control), then with
          respect to all matters thereafter arising concerning the rights of
          Director to indemnity payments and Expense Advances under this
          Agreement or any other agreement or Company By-Law now or hereafter in
          effect relating to Claims for Indemnifiable Events, the Company shall
          seek legal advice only from special independent counsel selected by
          Director and approved by the Company (which approval shall not be
          unreasonably withheld), and who has not otherwise performed services
          for the Company or Director within the last five years (other than in
          connection with such matters).  Such counsel, among other things,
          shall render its written opinion to the Company and Director as to
          whether and to what extent Director would be permitted to be
          indemnified under applicable law.  The Company 

                                       2
<PAGE>
 
          agrees to pay the reasonable fees of the special, independent counsel
          referred to above and to fully indemnify such counsel against any and
          all expenses (including attorneys' fees), claims, liabilities and
          damages arising out of or relating to this Agreement or its engagement
          pursuant hereto.

          3. INDEMNIFICATION FOR ADDITIONAL EXPENSES.   The Company shall
          indemnify Director against any and all expenses (including attorneys'
          fees) and, if requested by Director, shall (within ten business days
          after such written request) advance such expenses to Director, which
          are incurred by Director in connection with any claim asserted against
          or action brought by Director for  (i) indemnification or advance
          payment of Expenses by the Company under this Agreement or any other
          agreement or Company By-Law now or hereafter in effect relating to
          Claims for Idemnifiable Events and/or  (ii) recovery under any
          directors' and officers' liability insurance policies maintained by
          the Company, regardless of whether Director ultimately is determined
          to be entitled to such indemnification, advance expense payment or
          insurance recovery, as the case may be.

          4. PARTIAL INDEMNITY, ETC.   If Director is  entitled under any
          provision of this Agreement to indemnification by the Company of some
          or a portion of the Expenses, judgments, fines, penalties and amounts
          paid in settlement of a Claim  but not, however, for all of the total
          amount thereof, the Company shall nevertheless indemnify Director for
          the portion thereof to which Director is entitled.  Moreover,
          notwithstanding any other provision of this Agreement, to the extent
          that Director has been successful on the merits or otherwise in
          defense of any or all Claims relating in whole or in part to an
          Indemnifiable Event or in defense of any issue or matter therein,
          including dismissal without prejudice, Director shall be indemnified
          against all Expenses incurred in connection therewith.  In connection
          with any determination by the Reviewing Party or otherwise as to
          whether Director is entitled to be indemnified hereunder, the burden
          of proof shall be on the Company to establish that Director is not so
          entitled.

          5. NO PRESUMPTION.  For purposes of this Agreement, the termination of
          any action, suit or proceeding by judgment, order, settlement (whether
          with or without court approval), conviction, or plea of nolo
          contendere, or its equivalent, shall not create a presumption that
          director did not meet any particular standard of conduct or have any
          particular belief or that a court has determined that indemnification
          is not permitted by applicable law.

          6. NON-EXCLUSIVITY, ETC.   The rights of Director hereunder shall be
          in addition to any other rights Director may have under the Company's
          By-Laws or the Delaware General Corporation Law or otherwise.  To the
          extent that a change in the Delaware General Corporation Law (whether
          by statute or judicial decision) or the Company's By-Laws permits
          greater indemnification by agreement than would be afforded 

                                       3
<PAGE>
 
          currently under the Company's By-Laws and this Agreement, it is the
          intent of the parties hereto that Director shall enjoy by this
          Agreement the greater benefits so afforded by such change.

          7. LIABILITY INSURANCE.   To the extent the Company maintains an
          insurance policy or policies providing directors' and officers'
          liability insurance, Director shall be covered by such policy or
          policies, in accordance with its or their terms, to the maximum extent
          of the coverage available for any Company director.

          8. CERTAIN DEFINITIONS.

          (a) CHANGE IN CONTROL:   shall be deemed to have occurred if (i) any
          "person" (as such term is used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, as amended), other than a trustee or
          other fiduciary holding securities under an employee benefit plan of
          the Company or a corporation owned directly or indirectly by the
          stockholders of the Company in substantially the same proportions as
          their ownership of stock of the Company, is or becomes the "beneficial
          owner" (as defined in Rule 13d-3 under said Act), directly or
          indirectly, of securities of the Company representing 20% or more of
          the total voting power represented by the Company's then outstanding
          Voting Securities (as defined hereinafter), or  (ii) during any period
          of two consecutive years, individuals who at the beginning of such
          period constitute the Board of Directors of the Company and any new
          director whose election by the Board of Directors or nomination for
          election by the Company's stockholders was approved by a vote of at
          least two- thirds (2/3) of the directors then still in office who
          either were directors at the beginning of the period or whose election
          or nomination for election was previously so approved, cease for any
          reason to constitute a majority thereof, or  (iii) the stockholders of
          the Company approve a merger or consolidation of the Company with any
          other corporation, other than a merger or consolidation which would
          result in the Voting Securities of the Company outstanding immediately
          prior thereto continuing to represent (either by remaining outstanding
          or by being converted into Voting Securities of the surviving entity)
          at least 80% of the total voting power represented by the Voting
          Securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation or the stockholders of
          the Company approve a plan of complete liquidation of the Company or
          an agreement for the sale or disposition by the Company of all or
          substantially all the Company's assets.

          (b) CLAIM:  any threatened, pending or completed action, suit or
          proceeding, or any inquiry or investigation whether conducted by the
          Company or any other party, whether civil, criminal, administrative or
          investigative.

          (c) EXPENSES:   include attorneys' fees and all other costs, expenses
          and obligations paid or incurred in connection with investigating,
          defending, being a witness in or 

                                       4
<PAGE>
 
          participating in (including on appeal), or preparing to defend, be a
          witness in or participate in any Claim relating to any Indemnifiable
          Event.

          (d) INDEMNIFIABLE EVENT:   any event or occurrence related to the fact
          that Director is or was a director, officer, employee, agent or
          fiduciary of the Company, or is or was serving at the request of the
          Company as a director, officer, employee, trustee, agent or fiduciary
          of another corporation, partnership, joint venture, employee benefit
          plan, trust or other enterprise, or by reason of anything done or not
          done by Director in any such capacity.

          (e) REVIEWING PARTY:  any appropriate person or body consisting of a
          member or members of the Company's Board of Directors or any other
          person or body appointed by the Board (including the special
          independent counsel referred to in Section 2) who is not a party to
          the particular Claim for which Director is seeking indemnification.

          (f) VOTING SECURITIES:   any securities of the Company which vote
          generally in the election of directors.

          9. AMENDMENTS AND WAIVER.  No supplement, modification or amendment of
          this Agreement shall be binding unless executed in writing by both of
          the parties hereto.  No waiver of any of the provisions of this
          Agreement shall be deemed or shall constitute a waiver of any other
          provisions hereof (whether or not similar) nor shall such waiver
          constitute a continuing waiver.

          10. SUBROGATION.  In the event of payment under this Agreement, the
          Company shall be subrogated to the extent of such payment to all of
          the rights of recovery of Director, who shall execute all papers
          required and shall do everything that may be necessary to secure such
          rights, including the execution of such documents necessary to enable
          the Company effectively to bring suit to enforce such rights.

          11. NO DUPLICATION OF PAYMENTS.   The Company shall not be liable
          under this Agreement to make any payment in connection with any claim
          made against Director to the extent Director has otherwise actually
          received payment (under any insurance policy, By-Law or otherwise) of
          the amounts otherwise indemnifiable hereunder.

          12. BINDING EFFECT, ETC.  This Agreement shall be binding upon and
          inure to the benefit of and be enforceable by the parties hereto and
          their respective successors, assigns, including any direct or indirect
          successor by purchase, merger, consolidation or otherwise to all or
          substantially all of the business and/or assets of the Company,
          spouses, heirs, and personal and legal representatives.  This
          Agreement shall continue in effect regardless of whether Director
          continues to serve as a director (or in one of the capacities
          enumerated in Section 8(d) hereof) of the Company or of any other
          enterprise at the Company's request.

                                       5
<PAGE>
 
          13. SEVERABILITY.  The provisions of this Agreement shall be severable
          in the event that any of the provisions hereof (including any
          provision within a single section, paragraph or sentence) are held by
          a court of competent jurisdiction to be invalid, void or otherwise
          unenforceable, and the remaining provisions shall remain enforceable
          to the fullest extent permitted by law.

          14. GOVERNING LAW.  This Agreement shall be governed by and construed
          and enforced in accordance with the laws of the State of Delaware
          applicable to contracts made and to be performed in such state without
          giving effect to the principles of conflicts of laws.


  Executed as of October 5, 1995.



                                       WEATHERFORD ENTERRA, INC.


                                       By: /s/ Philip Burguieres
                                          -------------------------------- 
                                          Name:  Philip Burguieres
                                          Title:  President




                                           /s/ R. Rudolph Reinfrank
                                          --------------------------------
                                          R. Rudolph Reinfrank

                                       6
<PAGE>
 
                           INDEMNIFICATION AGREEMENT


  This AGREEMENT, effective as of October 5, 1995 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and Roger M. Widmann (the
"Director"), a director of the Company;

          WHEREAS, in recognition of Director's need for substantial protection
     against personal liability in order to enhance Director's continued service
     to the Company in an effective manner and of Director's reliance on the
     provisions of the Company's By-Laws requiring indemnification of the
     Director under certain circumstances, and in part to provide Director with
     specific contractual assurance that the protection promised by such By-Laws
     will be available to Director (regardless of, among other things, any
     amendment to or revocation of such By-Laws, any change in the composition
     of the Company's board of Directors or any acquisition transaction relating
     to the Company), the Company wishes to provide in this Agreement for the
     indemnification of, and the advancing of expenses to, Director to the
     fullest extent (whether partial or complete) permitted by law and as set
     forth in this Agreement, and, to the extent insurance is maintained, for
     the continued coverage of Director under the Company's directors' and
     officers' liability insurance policies.

          NOW THEREFORE, in consideration of the premises and of Director
     agreeing to serve or continuing to serve the Company directly or, at its
     request, with another enterprise, and intending to be legally bound hereby,
     the parties hereto agree as follows:

          1. BASIC INDEMNIFICATION ARRANGEMENT

          (a) In the event Director was, is or becomes a party to or witness or
          other participant in, or is threatened to be made a party to or
          witness or other participant in, a Claim (as defined hereinafter) by
          reason of (or arising in part out of) an Indemnifiable Event (as
          defined hereinafter), the Company shall indemnify Director to the
          fullest extent permitted by law as soon as practicable, but in any
          event no later than 30 days after written demand is presented to the
          Company, against any and all Expenses (as defined hereinafter),
          judgments, fines, penalties and amounts paid in settlement of such
          Claim.  If so requested by Director, the Company shall advance (within
          ten business days after such written request) any and all Expenses to
          Director an "Expense Advance".  Notwithstanding anything in this
          Agreement to the contrary, and except as provided in Section 3 hereof,
          prior to a Change in Control (as defined hereinafter), Director shall
          not be entitled to indemnification pursuant to this Agreement in
          connection with any Claim initiated by Director against the Company or
          any director or officer of the Company, unless the Company has joined
          in or consented to the initiation of such Claim.
<PAGE>
 
          (b) Notwithstanding the foregoing, (i) the obligations of the Company
          under Section 1(a) shall be subject to the condition that the
          Reviewing Party (as defined hereinafter) shall not have determined (in
          a written opinion, in any case in which the special independent
          counsel referred to in Section 2 hereof is involved) that Director
          would not be permitted to be indemnified under applicable law, and
          (ii) the obligation of the Company to make an Expense Advance pursuant
          to Section 1(a) shall be subject to the condition that, if when and to
          the extent that the Reviewing Party determines that Director would not
          be permitted to be so indemnified under applicable law, the Company
          shall be entitled to be reimbursed by Director (who hereby agrees to
          reimburse the Company) for all such amounts theretofore paid;
          provided, however, that if Director has commenced legal proceedings in
          a court of competent jurisdiction to secure a determination that
          Director should be indemnified under applicable law, any determination
          made by the Reviewing Party that Director would not be permitted to be
          indemnified under applicable law shall not be binding and Director
          shall not be required to reimburse the Company for any Expense Advance
          until a final judicial determination is made with respect thereto (as
          to which all rights of appeal therefrom have been exhausted or
          lapsed).  If there has not been a Change in Control, the Reviewing
          Party shall be selected by the Board of Directors, and if there has
          been such a Change in Control, the Reviewing Party shall be the
          special independent counsel referred to in Section 2 hereof.  If there
          has been no determination by the Reviewing Party or if the Reviewing
          Party determines that Director substantively would not be permitted to
          be indemnified in whole or in part under  applicable law, Director
          shall have the right to commence litigation in any court in the states
          of Texas or Delaware having subject matter jurisdiction thereof and in
          which venue is proper, seeking an initial determination by the court
          or challenging any such determination by the Reviewing Party or any
          aspect thereof, and the Company hereby consents to service of process
          and to appear in any such proceeding.  Any determination by the
          Reviewing Party otherwise shall be conclusive and binding on the
          Company and Director.

          2. CHANGE IN CONTROL.   The Company agrees that if there is a Change
          in Control of the Company (other than a Change in Control which has
          been approved by a majority of the Company's Board of Directors who
          were directors immediately prior to such Change in Control), then with
          respect to all matters thereafter arising concerning the rights of
          Director to indemnity payments and Expense Advances under this
          Agreement or any other agreement or Company By-Law now or hereafter in
          effect relating to Claims for Indemnifiable Events, the Company shall
          seek legal advice only from special independent counsel selected by
          Director and approved by the Company (which approval shall not be
          unreasonably withheld), and who has not otherwise performed services
          for the Company or Director within the last five years (other than in
          connection with such matters).  Such counsel, among other things,
          shall render its written opinion to the Company and Director as to
          whether and to what extent Director would be permitted to be
          indemnified under applicable law.  The Company 

                                       2
<PAGE>
 
          agrees to pay the reasonable fees of the special, independent counsel
          referred to above and to fully indemnify such counsel against any and
          all expenses (including attorneys' fees), claims, liabilities and
          damages arising out of or relating to this Agreement or its engagement
          pursuant hereto.

          3. INDEMNIFICATION FOR ADDITIONAL EXPENSES.   The Company shall
          indemnify Director against any and all expenses (including attorneys'
          fees) and, if requested by Director, shall (within ten business days
          after such written request) advance such expenses to Director, which
          are incurred by Director in connection with any claim asserted against
          or action brought by Director for  (i) indemnification or advance
          payment of Expenses by the Company under this Agreement or any other
          agreement or Company By-Law now or hereafter in effect relating to
          Claims for Idemnifiable Events and/or  (ii) recovery under any
          directors' and officers' liability insurance policies maintained by
          the Company, regardless of whether Director ultimately is determined
          to be entitled to such indemnification, advance expense payment or
          insurance recovery, as the case may be.

          4. PARTIAL INDEMNITY, ETC.   If Director is  entitled under any
          provision of this Agreement to indemnification by the Company of some
          or a portion of the Expenses, judgments, fines, penalties and amounts
          paid in settlement of a Claim  but not, however, for all of the total
          amount thereof, the Company shall nevertheless indemnify Director for
          the portion thereof to which Director is entitled.  Moreover,
          notwithstanding any other provision of this Agreement, to the extent
          that Director has been successful on the merits or otherwise in
          defense of any or all Claims relating in whole or in part to an
          Indemnifiable Event or in defense of any issue or matter therein,
          including dismissal without prejudice, Director shall be indemnified
          against all Expenses incurred in connection therewith.  In connection
          with any determination by the Reviewing Party or otherwise as to
          whether Director is entitled to be indemnified hereunder, the burden
          of proof shall be on the Company to establish that Director is not so
          entitled.

          5. NO PRESUMPTION.  For purposes of this Agreement, the termination of
          any action, suit or proceeding by judgment, order, settlement (whether
          with or without court approval), conviction, or plea of nolo
          contendere, or its equivalent, shall not create a presumption that
          director did not meet any particular standard of conduct or have any
          particular belief or that a court has determined that indemnification
          is not permitted by applicable law.

          6. NON-EXCLUSIVITY, ETC.   The rights of Director hereunder shall be
          in addition to any other rights Director may have under the Company's
          By-Laws or the Delaware General Corporation Law or otherwise.  To the
          extent that a change in the Delaware General Corporation Law (whether
          by statute or judicial decision) or the Company's By-Laws permits
          greater indemnification by agreement than would be afforded 

                                       3
<PAGE>
 
          currently under the Company's By-Laws and this Agreement, it is the
          intent of the parties hereto that Director shall enjoy by this
          Agreement the greater benefits so afforded by such change.

          7. LIABILITY INSURANCE.   To the extent the Company maintains an
          insurance policy or policies providing directors' and officers'
          liability insurance, Director shall be covered by such policy or
          policies, in accordance with its or their terms, to the maximum extent
          of the coverage available for any Company director.

          8. CERTAIN DEFINITIONS.

          (a) CHANGE IN CONTROL:   shall be deemed to have occurred if (i) any
          "person" (as such term is used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, as amended), other than a trustee or
          other fiduciary holding securities under an employee benefit plan of
          the Company or a corporation owned directly or indirectly by the
          stockholders of the Company in substantially the same proportions as
          their ownership of stock of the Company, is or becomes the "beneficial
          owner" (as defined in Rule 13d-3 under said Act), directly or
          indirectly, of securities of the Company representing 20% or more of
          the total voting power represented by the Company's then outstanding
          Voting Securities (as defined hereinafter), or  (ii) during any period
          of two consecutive years, individuals who at the beginning of such
          period constitute the Board of Directors of the Company and any new
          director whose election by the Board of Directors or nomination for
          election by the Company's stockholders was approved by a vote of at
          least two- thirds (2/3) of the directors then still in office who
          either were directors at the beginning of the period or whose election
          or nomination for election was previously so approved, cease for any
          reason to constitute a majority thereof, or  (iii) the stockholders of
          the Company approve a merger or consolidation of the Company with any
          other corporation, other than a merger or consolidation which would
          result in the Voting Securities of the Company outstanding immediately
          prior thereto continuing to represent (either by remaining outstanding
          or by being converted into Voting Securities of the surviving entity)
          at least 80% of the total voting power represented by the Voting
          Securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation or the stockholders of
          the Company approve a plan of complete liquidation of the Company or
          an agreement for the sale or disposition by the Company of all or
          substantially all the Company's assets.

          (b) CLAIM:  any threatened, pending or completed action, suit or
          proceeding, or any inquiry or investigation whether conducted by the
          Company or any other party, whether civil, criminal, administrative or
          investigative.

          (c) EXPENSES:   include attorneys' fees and all other costs, expenses
          and obligations paid or incurred in connection with investigating,
          defending, being a witness in or 

                                       4
<PAGE>
 
          participating in (including on appeal), or preparing to defend, be a
          witness in or participate in any Claim relating to any Indemnifiable
          Event.

          (d) INDEMNIFIABLE EVENT:   any event or occurrence related to the fact
          that Director is or was a director, officer, employee, agent or
          fiduciary of the Company, or is or was serving at the request of the
          Company as a director, officer, employee, trustee, agent or fiduciary
          of another corporation, partnership, joint venture, employee benefit
          plan, trust or other enterprise, or by reason of anything done or not
          done by Director in any such capacity.

          (e) REVIEWING PARTY:  any appropriate person or body consisting of a
          member or members of the Company's Board of Directors or any other
          person or body appointed by the Board (including the special
          independent counsel referred to in Section 2) who is not a party to
          the particular Claim for which Director is seeking indemnification.

          (f) VOTING SECURITIES:   any securities of the Company which vote
          generally in the election of directors.

          9. AMENDMENTS AND WAIVER.  No supplement, modification or amendment of
          this Agreement shall be binding unless executed in writing by both of
          the parties hereto.  No waiver of any of the provisions of this
          Agreement shall be deemed or shall constitute a waiver of any other
          provisions hereof (whether or not similar) nor shall such waiver
          constitute a continuing waiver.

          10. SUBROGATION.  In the event of payment under this Agreement, the
          Company shall be subrogated to the extent of such payment to all of
          the rights of recovery of Director, who shall execute all papers
          required and shall do everything that may be necessary to secure such
          rights, including the execution of such documents necessary to enable
          the Company effectively to bring suit to enforce such rights.

          11. NO DUPLICATION OF PAYMENTS.   The Company shall not be liable
          under this Agreement to make any payment in connection with any claim
          made against Director to the extent Director has otherwise actually
          received payment (under any insurance policy, By-Law or otherwise) of
          the amounts otherwise indemnifiable hereunder.

          12. BINDING EFFECT, ETC.  This Agreement shall be binding upon and
          inure to the benefit of and be enforceable by the parties hereto and
          their respective successors, assigns, including any direct or indirect
          successor by purchase, merger, consolidation or otherwise to all or
          substantially all of the business and/or assets of the Company,
          spouses, heirs, and personal and legal representatives.  This
          Agreement shall continue in effect regardless of whether Director
          continues to serve as a director (or in one of the capacities
          enumerated in Section 8(d) hereof) of the Company or of any other
          enterprise at the Company's request.

                                       5
<PAGE>
 
          13. SEVERABILITY.  The provisions of this Agreement shall be severable
          in the event that any of the provisions hereof (including any
          provision within a single section, paragraph or sentence) are held by
          a court of competent jurisdiction to be invalid, void or otherwise
          unenforceable, and the remaining provisions shall remain enforceable
          to the fullest extent permitted by law.

          14. GOVERNING LAW.  This Agreement shall be governed by and construed
          and enforced in accordance with the laws of the State of Delaware
          applicable to contracts made and to be performed in such state without
          giving effect to the principles of conflicts of laws.


  Executed as of October 5, 1995.



                                       WEATHERFORD ENTERRA, INC.


                                       By: /s/ Philip Burguieres
                                          --------------------------------
                                          Name:  Philip Burguieres
                                          Title:  President




                                           /s/ Roger M. Widmann
                                          --------------------------------
                                          Roger M. Widmann
<PAGE>
 
                           INDEMNIFICATION AGREEMENT


  This AGREEMENT, effective as of October 5, 1995 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and M. Timothy Carey (the
"Officer"), an officer of the Company;

     WHEREAS, in recognition of Officer's need for substantial protection
     against personal liability in order to enhance Officer's continued service
     to the Company in an effective manner and of Officer's reliance on the
     provisions of the Company's By-Laws requiring indemnification of the
     Officer under certain circumstances, and in part to provide Officer with
     specific contractual assurance that the protection promised by such By-Laws
     will be available to Officer (regardless of, among other things, any
     amendment to or revocation of such By-Laws, any change in the composition
     of the Company's Board of Directors or any acquisition transaction relating
     to the Company), the Company wishes to provide in this Agreement for the
     indemnification of, and the advancing of expenses to, Officer to the
     fullest extent (whether partial or complete) permitted by law and as set
     forth in this Agreement, and, to the extent insurance is maintained, for
     the continued coverage of Officer under the Company's directors' and
     officers' liability insurance policies.

     NOW THEREFORE, in consideration of the premises and of Officer agreeing to
     serve or continuing to serve the Company directly or, at its request, with
     another enterprise, and intending to be legally bound hereby, the parties
     hereto agree as follows:

          1. BASIC INDEMNIFICATION ARRANGEMENT

          (a) In the event Officer was, is or becomes a party to or witness or
          other participant in, or is threatened to be made a party to or
          witness or other participant in, a Claim (as defined hereinafter) by
          reason of (or arising in part out of) an Indemnifiable Event (as
          defined hereinafter), the Company shall indemnify Officer to the
          fullest extent permitted by law as soon as practicable, but in any
          event no later than 30 days after written demand is presented to the
          Company, against any and all Expenses (as defined hereinafter),
          judgments, fines, penalties and amounts paid in settlement of such
          Claim.  If so requested by Officer, the Company shall advance (within
          ten business days after such written request) any and all Expenses to
          Officer (an "Expense Advance").  Notwithstanding anything in this
          Agreement to the contrary, and except as provided in Section 3 hereof,
          prior to a Change in Control (as defined hereinafter), Officer shall
          not be entitled to indemnification pursuant to this Agreement in
          connection with any Claim initiated by Officer against the Company or
          any director or officer of the Company, unless the Company has joined
          in or consented to the initiation of such Claim.

                                       1
<PAGE>
 
          (b) Notwithstanding the foregoing, (i) the obligations of the Company
          under Section 1(a) shall be subject to the condition that the
          Reviewing Party (as defined hereinafter) shall not have determined (in
          a written opinion, in any case in which the special independent
          counsel referred to in Section 2 hereof is involved) that Officer
          would not be permitted to be indemnified under applicable law, and
          (ii) the obligation of the Company to make an Expense Advance pursuant
          to Section 1(a) shall be subject to the condition that, if, when and
          to the extent that the Reviewing Party determines that Officer would
          not be permitted to be so indemnified under applicable law, the
          Company shall be entitled to be reimbursed by Officer (who hereby
          agrees to reimburse the Company) for all such amounts theretofore
          paid; provided, however, that if Officer has commenced legal
          proceedings in a court of competent jurisdiction to secure a
          determination that Officer should be indemnified under applicable law,
          any determination made by the Reviewing Party that Officer would not
          be permitted to be indemnified under applicable law shall not be
          binding and Officer shall not be required to reimburse the Company for
          any Expense Advance until a final judicial determination is made with
          respect thereto (as to which all rights of appeal therefrom have been
          exhausted or lapsed).  If there has not been a Change in Control, the
          Reviewing Party shall be selected by the Board of Directors, and if
          there has been such a Change in Control, the Reviewing Party shall be
          the special independent counsel referred to in Section 2 hereof.  If
          there has been no determination by the Reviewing Party or if the
          Reviewing Party determines that Officer substantively would not be
          permitted to be indemnified in whole or in part under  applicable law,
          Officer shall have the right to commence litigation in any court in
          the states of Texas or Delaware having subject matter jurisdiction
          thereof and in which venue is proper, seeking an initial determination
          by the court or challenging any such determination by the Reviewing
          Party or any aspect thereof, and the Company hereby consents to
          service of process and to appear in any such proceeding.  Any
          determination by the Reviewing Party otherwise shall be conclusive and
          binding on the Company and Officer.

          2. CHANGE IN CONTROL.   The Company agrees that if there is a Change
          in Control of the Company (other than a Change in Control which has
          been approved by a majority of the Company's Board of Directors who
          were directors immediately prior to such Change in Control), then with
          respect to all matters thereafter arising concerning the rights of
          Officer to indemnity payments and Expense Advances under this
          Agreement or any other agreement or Company By-Law now or hereafter in
          effect relating to Claims for Indemnifiable Events, the Company shall
          seek legal advice only from special independent counsel selected by
          Officer and approved by the Company (which approval shall not be
          unreasonably withheld), and who has not otherwise performed services
          for the Company or Officer within the last five years (other than in
          connection with such matters).  Such counsel, among other things,
          shall render its written opinion to the Company and Officer as to
          whether and to what extent Officer would be permitted to be
          indemnified under applicable law.  The Company agrees to pay the
          reasonable fees of the special, independent counsel referred to above
          and to 

                                       2
<PAGE>
 
          fully indemnify such counsel against any and all expenses (including
          attorneys' fees), claims, liabilities and damages arising out of or
          relating to this Agreement or its engagement pursuant hereto.

          3. INDEMNIFICATION FOR ADDITIONAL EXPENSES.   The Company shall
          indemnify Officer against any and all expenses (including attorneys'
          fees) and, if requested by Officer, shall (within ten business days
          after such written request) advance such expenses to Officer, which
          are incurred by Officer in connection with any claim asserted against
          or action brought by Officer for  (i) indemnification or advance
          payment of Expenses by the Company under this Agreement or any other
          agreement or Company By-Law now or hereafter in effect relating to
          Claims for Indemnifiable Events and/or  (ii) recovery under any
          directors' and officers' liability insurance policies maintained by
          the Company, regardless of whether Officer ultimately is determined to
          be entitled to such indemnification, advance expense payment or
          insurance recovery, as the case may be.

          4. PARTIAL INDEMNITY, ETC.   If Officer is  entitled under any
          provision of this Agreement to indemnification by the Company of some
          or a portion of the Expenses, judgments, fines, penalties and amounts
          paid in settlement of a Claim  but not, however, for all of the total
          amount thereof, the Company shall nevertheless indemnify Officer for
          the portion thereof to which Officer is entitled.  Moreover,
          notwithstanding any other provision of this Agreement, to the extent
          that Officer has been successful on the merits or otherwise in defense
          of any or all Claims relating in whole or in part to an Indemnifiable
          Event or in defense of any issue or matter therein, including
          dismissal without prejudice, Officer shall be indemnified against all
          Expenses incurred in connection therewith.  In connection with any
          determination by the Reviewing Party or otherwise as to whether
          Officer is entitled to be indemnified hereunder, the burden of proof
          shall be on the Company to establish that Officer is not so entitled.

          5. NO PRESUMPTION.  For purposes of this Agreement, the termination of
          any action, suit or proceeding by judgment, order, settlement (whether
          with or without court approval), conviction, or plea of nolo
          contendere, or its equivalent, shall not create a presumption that
          Officer did not meet any particular standard of conduct or have any
          particular belief or that a court has determined that indemnification
          is not permitted by applicable law.

          6. NON-EXCLUSIVITY, ETC.   The rights of Officer hereunder shall be in
          addition to any other rights Officer may have under the Company's By-
          Laws or the Delaware General Corporation Law or otherwise.  To the
          extent that a change in the Delaware General Corporation Law (whether
          by statute or judicial decision) or the Company's By-Laws permits
          greater indemnification by agreement than would be afforded currently
          under the Company's By-Laws and this Agreement, it is the intent of
          the parties hereto that Officer shall enjoy by this Agreement the
          greater benefits so afforded by such change.

                                       3
<PAGE>
 
          7. LIABILITY INSURANCE.   To the extent the Company maintains an
          insurance policy or policies providing directors' and officers'
          liability insurance, Officer shall be covered by such policy or
          policies, in accordance with its or their terms, to the maximum extent
          of the coverage available for any Company officer.

          8. CERTAIN DEFINITIONS.

          (a) CHANGE IN CONTROL:   shall be deemed to have occurred if (i) any
          "person" (as such term is used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, as amended), other than a trustee or
          other fiduciary holding securities under an employee benefit plan of
          the Company or a corporation owned directly or indirectly by the
          stockholders of the Company in substantially the same proportions as
          their ownership of stock of the Company, is or becomes the "beneficial
          owner" (as defined in Rule 13d-3 under said Act), directly or
          indirectly, of securities of the Company representing 20% or more of
          the total voting power represented by the Company's then outstanding
          Voting Securities (as defined hereinafter), or  (ii) during any period
          of two consecutive years, individuals who at the beginning of such
          period constitute the Board of Directors of the Company and any new
          director whose election by the Board of Directors or nomination for
          election by the Company's stockholders was approved by a vote of at
          least two-thirds (2/3) of the directors then still in office who
          either were directors at the beginning of the period or whose election
          or nomination for election was previously so approved, cease for any
          reason to constitute a majority thereof, or  (iii) the stockholders of
          the Company approve a merger or consolidation of the Company with any
          other corporation, other than a merger or consolidation which would
          result in the Voting Securities of the Company outstanding immediately
          prior thereto continuing to represent (either by remaining outstanding
          or by being converted into Voting Securities of the surviving entity)
          at least 80% of the total voting power represented by the Voting
          Securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation or the stockholders of
          the Company approve a plan of complete liquidation of the Company or
          an agreement for the sale or disposition by the Company of all or
          substantially all the Company's assets.

          (b) CLAIM:  any threatened, pending or completed action, suit or
          proceeding, or any inquiry or investigation whether conducted by the
          Company or any other party, whether civil, criminal, administrative or
          investigative.

          (c) EXPENSES:   include attorneys' fees and all other costs, expenses
          and obligations paid or incurred in connection with investigating,
          defending, being a witness in or participating in (including on
          appeal), or preparing to defend, be a witness in or participate in any
          Claim relating to any Indemnifiable Event.

                                       4
<PAGE>
 
          (d) INDEMNIFIABLE EVENT:   any event or occurrence related to the fact
          that Officer is or was a director, officer, employee, agent or
          fiduciary of the Company, or is or was serving at the request of the
          Company as a director, officer, employee, trustee, agent or fiduciary
          of another corporation, partnership, joint venture, employee benefit
          plan, trust or other enterprise, or by reason of anything done or not
          done by Officer in any such capacity.

          (e) REVIEWING PARTY:  any appropriate person or body consisting of a
          member or members of the Company's Board of Directors or any other
          person or body appointed by the Board (including the special
          independent counsel referred to in Section 2) who is not a party to
          the particular Claim for which Officer is seeking indemnification.

          (f) VOTING SECURITIES:   any securities of the Company which vote
          generally in the election of directors.

          9. AMENDMENTS AND WAIVER.  No supplement, modification or amendment of
          this Agreement shall be binding unless executed in writing by both of
          the parties hereto.  No waiver of any of the provisions of this
          Agreement shall be deemed or shall constitute a waiver of any other
          provisions hereof (whether or not similar) nor shall such waiver
          constitute a continuing waiver.

          10. SUBROGATION.  In the event of payment under this Agreement, the
          Company shall be subrogated to the extent of such payment to all of
          the rights of recovery of Officer, who shall execute all papers
          required and shall do everything that may be necessary to secure such
          rights, including the execution of such documents necessary to enable
          the Company effectively to bring suit to enforce such rights.

          11. NO DUPLICATION OF PAYMENTS.   The Company shall not be liable
          under this Agreement to make any payment in connection with any claim
          made against Officer to the extent Officer has otherwise actually
          received payment (under any insurance policy, By-Law or otherwise) of
          the amounts otherwise indemnifiable hereunder.

          12. BINDING EFFECT, ETC.  This Agreement shall be binding upon and
          inure to the benefit of and be enforceable by the parties hereto and
          their respective successors, assigns, including any direct or indirect
          successor by purchase, merger, consolidation or otherwise to all or
          substantially all of the business and/or assets of the Company,
          spouses, heirs, and personal and legal representatives.  This
          Agreement shall continue in effect regardless of whether Officer
          continues to serve as a director or officer (or in one of the
          capacities enumerated in Section 8(d) hereof) of the Company or of any
          other enterprise at the Company's request.

                                       5
<PAGE>
 
          13. SEVERABILITY.  The provisions of this Agreement shall be severable
          in the event that any of the provisions hereof (including any
          provision within a single section, paragraph or sentence) are held by
          a court of competent jurisdiction to be invalid, void or otherwise
          unenforceable, and the remaining provisions shall remain enforceable
          to the fullest extent permitted by law.

          14. GOVERNING LAW.  This Agreement shall be governed by and construed
          and enforced in accordance with the laws of the State of Delaware
          applicable to contracts made and to be performed in such state without
          giving effect to the principles of conflicts of laws.


  Executed as of October 5, 1995.


                                       WEATHERFORD ENTERRA, INC.



                                       By: /s/ Philip Burguieres
                                          --------------------------------
                                          Name:  Philip Burguieres
                                          Title:  Chairman, President and
                                          Chief Executive Officer



                                           /s/ M. Timothy Carey
                                          --------------------------------
                                          M. Timothy Carey
<PAGE>
 
                           INDEMNIFICATION AGREEMENT


  This AGREEMENT, effective as of October 5, 1995 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and Steven C. Grant (the
"Officer"), an officer of the Company;

     WHEREAS, in recognition of Officer's need for substantial protection
     against personal liability in order to enhance Officer's continued service
     to the Company in an effective manner and of Officer's reliance on the
     provisions of the Company's By-Laws requiring indemnification of the
     Officer under certain circumstances, and in part to provide Officer with
     specific contractual assurance that the protection promised by such By-Laws
     will be available to Officer (regardless of, among other things, any
     amendment to or revocation of such By-Laws, any change in the composition
     of the Company's Board of Directors or any acquisition transaction relating
     to the Company), the Company wishes to provide in this Agreement for the
     indemnification of, and the advancing of expenses to, Officer to the
     fullest extent (whether partial or complete) permitted by law and as set
     forth in this Agreement, and, to the extent insurance is maintained, for
     the continued coverage of Officer under the Company's directors' and
     officers' liability insurance policies.

     NOW THEREFORE, in consideration of the premises and of Officer agreeing to
     serve or continuing to serve the Company directly or, at its request, with
     another enterprise, and intending to be legally bound hereby, the parties
     hereto agree as follows:

          1. BASIC INDEMNIFICATION ARRANGEMENT

          (a) In the event Officer was, is or becomes a party to or witness or
          other participant in, or is threatened to be made a party to or
          witness or other participant in, a Claim (as defined hereinafter) by
          reason of (or arising in part out of) an Indemnifiable Event (as
          defined hereinafter), the Company shall indemnify Officer to the
          fullest extent permitted by law as soon as practicable, but in any
          event no later than 30 days after written demand is presented to the
          Company, against any and all Expenses (as defined hereinafter),
          judgments, fines, penalties and amounts paid in settlement of such
          Claim.  If so requested by Officer, the Company shall advance (within
          ten business days after such written request) any and all Expenses to
          Officer (an "Expense Advance").  Notwithstanding anything in this
          Agreement to the contrary, and except as provided in Section 3 hereof,
          prior to a Change in Control (as defined hereinafter), Officer shall
          not be entitled to indemnification pursuant to this Agreement in
          connection with any Claim initiated by Officer against the Company or
          any director or officer of the Company, unless the Company has joined
          in or consented to the initiation of such Claim.

                                       1
<PAGE>
 
          (b) Notwithstanding the foregoing, (i) the obligations of the Company
          under Section 1(a) shall be subject to the condition that the
          Reviewing Party (as defined hereinafter) shall not have determined (in
          a written opinion, in any case in which the special independent
          counsel referred to in Section 2 hereof is involved) that Officer
          would not be permitted to be indemnified under applicable law, and
          (ii) the obligation of the Company to make an Expense Advance pursuant
          to Section 1(a) shall be subject to the condition that, if, when and
          to the extent that the Reviewing Party determines that Officer would
          not be permitted to be so indemnified under applicable law, the
          Company shall be entitled to be reimbursed by Officer (who hereby
          agrees to reimburse the Company) for all such amounts theretofore
          paid; provided, however, that if Officer has commenced legal
          proceedings in a court of competent jurisdiction to secure a
          determination that Officer should be indemnified under applicable law,
          any determination made by the Reviewing Party that Officer would not
          be permitted to be indemnified under applicable law shall not be
          binding and Officer shall not be required to reimburse the Company for
          any Expense Advance until a final judicial determination is made with
          respect thereto (as to which all rights of appeal therefrom have been
          exhausted or lapsed).  If there has not been a Change in Control, the
          Reviewing Party shall be selected by the Board of Directors, and if
          there has been such a Change in Control, the Reviewing Party shall be
          the special independent counsel referred to in Section 2 hereof.  If
          there has been no determination by the Reviewing Party or if the
          Reviewing Party determines that Officer substantively would not be
          permitted to be indemnified in whole or in part under  applicable law,
          Officer shall have the right to commence litigation in any court in
          the states of Texas or Delaware having subject matter jurisdiction
          thereof and in which venue is proper, seeking an initial determination
          by the court or challenging any such determination by the Reviewing
          Party or any aspect thereof, and the Company hereby consents to
          service of process and to appear in any such proceeding.  Any
          determination by the Reviewing Party otherwise shall be conclusive and
          binding on the Company and Officer.

          2. CHANGE IN CONTROL.   The Company agrees that if there is a Change
          in Control of the Company (other than a Change in Control which has
          been approved by a majority of the Company's Board of Directors who
          were directors immediately prior to such Change in Control), then with
          respect to all matters thereafter arising concerning the rights of
          Officer to indemnity payments and Expense Advances under this
          Agreement or any other agreement or Company By-Law now or hereafter in
          effect relating to Claims for Indemnifiable Events, the Company shall
          seek legal advice only from special independent counsel selected by
          Officer and approved by the Company (which approval shall not be
          unreasonably withheld), and who has not otherwise performed services
          for the Company or Officer within the last five years (other than in
          connection with such matters).  Such counsel, among other things,
          shall render its written opinion to the Company and Officer as to
          whether and to what extent Officer would be permitted to be
          indemnified under applicable law.  The Company agrees to pay the
          reasonable fees of the special, independent counsel referred to above
          and to 

                                       2
<PAGE>
 
          fully indemnify such counsel against any and all expenses (including
          attorneys' fees), claims, liabilities and damages arising out of or
          relating to this Agreement or its engagement pursuant hereto.

          3. INDEMNIFICATION FOR ADDITIONAL EXPENSES.   The Company shall
          indemnify Officer against any and all expenses (including attorneys'
          fees) and, if requested by Officer, shall (within ten business days
          after such written request) advance such expenses to Officer, which
          are incurred by Officer in connection with any claim asserted against
          or action brought by Officer for  (i) indemnification or advance
          payment of Expenses by the Company under this Agreement or any other
          agreement or Company By-Law now or hereafter in effect relating to
          Claims for Indemnifiable Events and/or  (ii) recovery under any
          directors' and officers' liability insurance policies maintained by
          the Company, regardless of whether Officer ultimately is determined to
          be entitled to such indemnification, advance expense payment or
          insurance recovery, as the case may be.

          4. PARTIAL INDEMNITY, ETC.   If Officer is  entitled under any
          provision of this Agreement to indemnification by the Company of some
          or a portion of the Expenses, judgments, fines, penalties and amounts
          paid in settlement of a Claim  but not, however, for all of the total
          amount thereof, the Company shall nevertheless indemnify Officer for
          the portion thereof to which Officer is entitled.  Moreover,
          notwithstanding any other provision of this Agreement, to the extent
          that Officer has been successful on the merits or otherwise in defense
          of any or all Claims relating in whole or in part to an Indemnifiable
          Event or in defense of any issue or matter therein, including
          dismissal without prejudice, Officer shall be indemnified against all
          Expenses incurred in connection therewith.  In connection with any
          determination by the Reviewing Party or otherwise as to whether
          Officer is entitled to be indemnified hereunder, the burden of proof
          shall be on the Company to establish that Officer is not so entitled.

          5. NO PRESUMPTION.  For purposes of this Agreement, the termination of
          any action, suit or proceeding by judgment, order, settlement (whether
          with or without court approval), conviction, or plea of nolo
          contendere, or its equivalent, shall not create a presumption that
          Officer did not meet any particular standard of conduct or have any
          particular belief or that a court has determined that indemnification
          is not permitted by applicable law.

          6. NON-EXCLUSIVITY, ETC.   The rights of Officer hereunder shall be in
          addition to any other rights Officer may have under the Company's By-
          Laws or the Delaware General Corporation Law or otherwise.  To the
          extent that a change in the Delaware General Corporation Law (whether
          by statute or judicial decision) or the Company's By-Laws permits
          greater indemnification by agreement than would be afforded currently
          under the Company's By-Laws and this Agreement, it is the intent of
          the parties hereto that Officer shall enjoy by this Agreement the
          greater benefits so afforded by such change.

                                       3
<PAGE>
 
          7. LIABILITY INSURANCE.   To the extent the Company maintains an
          insurance policy or policies providing directors' and officers'
          liability insurance, Officer shall be covered by such policy or
          policies, in accordance with its or their terms, to the maximum extent
          of the coverage available for any Company officer.

          8. CERTAIN DEFINITIONS.

          (a) CHANGE IN CONTROL:   shall be deemed to have occurred if (i) any
          "person" (as such term is used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, as amended), other than a trustee or
          other fiduciary holding securities under an employee benefit plan of
          the Company or a corporation owned directly or indirectly by the
          stockholders of the Company in substantially the same proportions as
          their ownership of stock of the Company, is or becomes the "beneficial
          owner" (as defined in Rule 13d-3 under said Act), directly or
          indirectly, of securities of the Company representing 20% or more of
          the total voting power represented by the Company's then outstanding
          Voting Securities (as defined hereinafter), or  (ii) during any period
          of two consecutive years, individuals who at the beginning of such
          period constitute the Board of Directors of the Company and any new
          director whose election by the Board of Directors or nomination for
          election by the Company's stockholders was approved by a vote of at
          least two-thirds (2/3) of the directors then still in office who
          either were directors at the beginning of the period or whose election
          or nomination for election was previously so approved, cease for any
          reason to constitute a majority thereof, or  (iii) the stockholders of
          the Company approve a merger or consolidation of the Company with any
          other corporation, other than a merger or consolidation which would
          result in the Voting Securities of the Company outstanding immediately
          prior thereto continuing to represent (either by remaining outstanding
          or by being converted into Voting Securities of the surviving entity)
          at least 80% of the total voting power represented by the Voting
          Securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation or the stockholders of
          the Company approve a plan of complete liquidation of the Company or
          an agreement for the sale or disposition by the Company of all or
          substantially all the Company's assets.

          (b) CLAIM:  any threatened, pending or completed action, suit or
          proceeding, or any inquiry or investigation whether conducted by the
          Company or any other party, whether civil, criminal, administrative or
          investigative.

          (c) EXPENSES:   include attorneys' fees and all other costs, expenses
          and obligations paid or incurred in connection with investigating,
          defending, being a witness in or participating in (including on
          appeal), or preparing to defend, be a witness in or participate in any
          Claim relating to any Indemnifiable Event.

                                       4
<PAGE>
 
          (d) INDEMNIFIABLE EVENT:   any event or occurrence related to the fact
          that Officer is or was a director, officer, employee, agent or
          fiduciary of the Company, or is or was serving at the request of the
          Company as a director, officer, employee, trustee, agent or fiduciary
          of another corporation, partnership, joint venture, employee benefit
          plan, trust or other enterprise, or by reason of anything done or not
          done by Officer in any such capacity.

          (e) REVIEWING PARTY:  any appropriate person or body consisting of a
          member or members of the Company's Board of Directors or any other
          person or body appointed by the Board (including the special
          independent counsel referred to in Section 2) who is not a party to
          the particular Claim for which Officer is seeking indemnification.

          (f) VOTING SECURITIES:   any securities of the Company which vote
          generally in the election of directors.

          9. AMENDMENTS AND WAIVER.  No supplement, modification or amendment of
          this Agreement shall be binding unless executed in writing by both of
          the parties hereto.  No waiver of any of the provisions of this
          Agreement shall be deemed or shall constitute a waiver of any other
          provisions hereof (whether or not similar) nor shall such waiver
          constitute a continuing waiver.

          10. SUBROGATION.  In the event of payment under this Agreement, the
          Company shall be subrogated to the extent of such payment to all of
          the rights of recovery of Officer, who shall execute all papers
          required and shall do everything that may be necessary to secure such
          rights, including the execution of such documents necessary to enable
          the Company effectively to bring suit to enforce such rights.

          11. NO DUPLICATION OF PAYMENTS.   The Company shall not be liable
          under this Agreement to make any payment in connection with any claim
          made against Officer to the extent Officer has otherwise actually
          received payment (under any insurance policy, By-Law or otherwise) of
          the amounts otherwise indemnifiable hereunder.

          12. BINDING EFFECT, ETC.  This Agreement shall be binding upon and
          inure to the benefit of and be enforceable by the parties hereto and
          their respective successors, assigns, including any direct or indirect
          successor by purchase, merger, consolidation or otherwise to all or
          substantially all of the business and/or assets of the Company,
          spouses, heirs, and personal and legal representatives.  This
          Agreement shall continue in effect regardless of whether Officer
          continues to serve as a director or officer (or in one of the
          capacities enumerated in Section 8(d) hereof) of the Company or of any
          other enterprise at the Company's request.

                                       5
<PAGE>
 
          13. SEVERABILITY.  The provisions of this Agreement shall be severable
          in the event that any of the provisions hereof (including any
          provision within a single section, paragraph or sentence) are held by
          a court of competent jurisdiction to be invalid, void or otherwise
          unenforceable, and the remaining provisions shall remain enforceable
          to the fullest extent permitted by law.

          14. GOVERNING LAW.  This Agreement shall be governed by and construed
          and enforced in accordance with the laws of the State of Delaware
          applicable to contracts made and to be performed in such state without
          giving effect to the principles of conflicts of laws.


  Executed as of October 5, 1995.


                                       WEATHERFORD ENTERRA, INC.



                                       By: /s/ Philip Burguieres
                                          --------------------------------
                                          Name:  Philip Burguieres
                                          Title:  Chairman, President and
                                          Chief Executive Officer



                                           /s/ Steven C. Grant
                                          --------------------------------
                                          Steven C. Grant

                                       6