<PAGE>   1
                                                                    EXHIBIT 10.2

                           INDEMNIFICATION AGREEMENT



     This AGREEMENT, effective as of March 11, 1997 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and Thomas J. Edelman
(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) shall be subject to the condition
                 that the Reviewing Party (as defined hereinafter)
<PAGE>   2

                 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 and to fully indemnify such counsel against
                 any and all expenses





                                     - 2 -
<PAGE>   3

                 (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 parties hereto that Director shall enjoy by this
                 Agreement the greater benefits so





                                     - 3 -
<PAGE>   4
                 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 participate in any Claim relating to any Indemnifiable
                 Event.





                                     - 4 -
<PAGE>   5
         (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.

         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,





                                     - 5 -
<PAGE>   6

                 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 March 11, 1997.



                                        WEATHERFORD ENTERRA, INC.


                                        By: /s/ H. Suzanne Thomas
                                           ------------------------------------
                                        Name:   H. Suzanne Thomas
                                        Title:  Senior Vice President, Secretary
                                        and General Counsel





                                        /s/ Thomas J. Edelman
                                        ----------------------------------------
                                        Thomas J. Edelman





                                     - 6 -
<PAGE>   7

                           INDEMNIFICATION AGREEMENT




     This AGREEMENT, effective as of October 5, 1995 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and Jon Nicholson (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.
<PAGE>   8
        (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





                                       2
<PAGE>   9

                 Company 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 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





                                       3
<PAGE>   10

                 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.
        
         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





                                       4
<PAGE>   11

                 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 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>   12
         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/ Jon Nicholson
                                        ---------------------------------------
                                        Jon Nicholson










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