##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2009
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission file number 1-34258
 WEATHERFORD INTERNATIONAL LTD.
  Switzerland
    
    98-0606750(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)4-6 Rue Jean-Francois Bartholoni, 1204 Geneva, Switzerland
    
    Not Applicable(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: 41.22.816.1500
  Title of each class
    
    Name of each exchange on which registeredRegistered Shares, par value 1.16 Swiss francs per share
    
    New York Stock Exchange
   þ o
  o þ
  þ o
  þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### Table of Contents



EXPLANATORY NOTE
  2




---



##### 



TABLE OF CONTENTS
 Form 10-KItem No.
    
    Name of Item
    
    PagePART IIIItem 10.
    
    Directors, Executive
Officers and Corporate Governance
    
    
    4Item 11.
    
    Executive Compensation
    
    
    13Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    37Item 13.
    
    Certain
Relationships and Related Transactions, and Director Independence
    
    
    39Item 14.
    
    Principal Accounting Fees and Services
    
    
    41PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    41SignaturesEX-31.1EX-31.2
  3




---



##### Table of Contents



PART
III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Identification
    of Directors
    Name

Age

Director SinceBernard J. Duroc-Danner

56


1988Nicholas F. Brady

80


2004David J. Butters

69


1984William E. Macaulay

64


1998Robert B. Millard

59


1989Robert K. Moses, Jr.

70


1998Robert A. Rayne

61


1987  Director
    Biographies
  Bernard J. Duroc-Danner start-up
  Nicholas F. Brady (1988-1993), (1970-1988) (1971-1987).
 4




---



##### Table of Contents



David J. Butters
   William E. Macaulay
  Robert B. Millard
  Robert K. Moses, Jr.
  Robert A. Rayne
 5




---



##### Table of Contents



Committees
    and Meetings of the Board  Committees
    
    Audit
    Compensation
    Corporate Governance and Nominating  Number of
    Meetings
    Audit
    Committee
  www.weatherford.com
  
    overseeing the integrity of our financial statements;
    overseeing our compliance with legal and regulatory requirements;
    overseeing our independent auditors qualifications and
    independence; and
    overseeing the performance of our internal audit function and
    independent auditor.    Compensation
    Committee
  www.weatherford.com
  
    evaluating the performance and, together with the other members
    of the Board who are independent as defined by the rules of the
    NYSE, determining and approving the compensation of our chief
    executive officer;
    making decisions regarding executive compensation, incentive
    compensation plans and equity-based plans; and
    administering or having administered our incentive compensation
    plans and equity-based plans for executive officers and
    employees.   6




---



##### Table of Contents



Corporate
    Governance and Nominating Committee
  www.weatherford.com
  
    identifying individuals qualified to serve as Board members;
    recommending to the Board the director nominees for the next
    Annual General Meeting of Shareholders;
    reviewing and structuring our compensation policy regarding fees
    and equity compensation paid and granted to our directors;
    developing and recommending to the Board the Corporate
    Governance Guidelines for the Company;
    overseeing the Board in its annual review of the Boards
    and managements performance; and
    recommending to the Board director nominees for each committee.   7




---



##### Table of Contents



Director
    Nominations
    and/or
  Rule 14a-8 Rule 14a-8
  Communication
    with Board Members
    Leadership
    Structure
      Executive
    Sessions
   8




---



##### Table of Contents



Director
    Attendance at Annual General Meeting
    Code of
    Conduct
  www.weatherford.com
  Risk
    Management Oversight
  day-to-day
 9




---



##### Table of Contents



EXECUTIVE
    OFFICERS    Name

Age

PositionBernard J. Duroc-Danner


56


Chairman of the Board, President and Chief Executive OfficerAndrew P. Becnel


42


Senior Vice President and Chief Financial OfficerPeter T. Fontana


63


Senior Vice President  Western HemisphereKeith R. Morley


59


Senior Vice President  Well Construction &
    Operations SupportM. Jessica Abarca


38


Vice President  Accounting and Chief Accounting
    OfficerM. David Colley


49


Vice President  Artificial Lift Global Business UnitJoseph C. Henry


39


Vice President, Co-General Counsel and SecretaryCarel W. J. Hoyer


51


Senior Vice President  Well Construction and
    Reservoir EvaluationJames M. Hudgins


56


Vice President  TaxWilliam B. Jacobson


41


Vice President, Co-General Counsel and Chief Compliance Officer   Andrew P. Becnel
  Peter T. Fontana
 10




---



##### Table of Contents



Keith R. Morley
  M. Jessica Abarca
  M. David Colley
  Joseph C. Henry
  Carel W. J. Hoyer
  James M. Hudgins
  William B. Jacobson
 11




---



##### Table of Contents



Section 16(a)
    Beneficial Ownership Reporting Compliance     12




---



##### Table of Contents



Item 11. Executive Compensation
 Compensation
    Discussion and Analysis  Introduction
    Oversight
    of our Executive Compensation Practices
        Objectives
    and Philosophy of our Executive Compensation Program
           13




---



##### Table of Contents



5-year and/or
  General
    Discussion of Processes and Activities
        Compensation
    Consultants
    
    Validating the peer group to be used for competitive
    benchmarking;
    Preparing analyses of senior executive compensation levels as
    compared to the peer group and published compensation surveys;
    Assisting the Committee in assessing the pay recommendations
    that Dr. Duroc-Danner develops for senior executives,
    including the named executive officers;
    Compiling market data for and assisting the Committee in its
    review of the compensation framework for purposes of developing
    pay recommendations for Dr. Duroc-Danner; 14




---



##### Table of Contents




    Assessing the alignment of senior executive pay and Company
    performance, as well as the form of compensation for the officer
    group as a whole;
    Evaluating the Companys remuneration programs relative to
    its peer group and broad-market practices, including retirement
    benefits and perquisites; and
    Updating the Committee on executive compensation trends and
    legislative developments impacting executive compensation in
    general.          Peer
    Group
         Anadarko Petroleum

   EOG Resources   Apache Corp.

   Halliburton   Baker Hughes

   National Oilwell Varco   BJ Services

   Schlumberger   Cameron International

   Smith International   Chesapeake Energy

   Transocean    15




---



##### Table of Contents



Overall
    Compensation Review for 2009
                    5-year
        Risk
    Analysis of our Compensation Programs
   16




---



##### Table of Contents



2009
    Executive Compensation Components
          Base Salary.
  
    the executives level of experience and responsibility;
    salaries of similarly situated executives in our peer group;
    the scope and complexity of the position held;
    the executives individual performance and efforts in
    achieving business results;
    demonstration of leadership and team work abilities;
    the Companys previous annual financial
    performance; and
    in the case of our Chief Financial Officer, a cost of living
    adjustment as a result of his relocation from Houston to our
    headquarters in Geneva. 17




---



##### Table of Contents



Base Salaries ($)Named Executive Officer

2008


2009Bernard J. Duroc-Danner


1,500,000



1,600,000Andrew P. Becnel(1)


625,000



931,500Stuart E. Ferguson(2)


550,000



600,000Keith R. Morley


550,000



600,000Peter T. Fontana


225,000



550,000Burt M. Martin


575,000



635,000     (1)
    
    2009 salary includes an increase of $241,500 in lieu of a cost
    of living adjustment resulting from Mr. Becnels
    required relocation from Houston to our new Geneva headquarters.
    Mr. Becnels salary was paid in Swiss francs from
    July 2009 at a rate of CHF 1.10 per $1.(2)
    
    Mr. Ferguson was paid in British pounds at the exchange
    rate applicable at the beginning of the year.    Annual Bonus Compensation.
  Management Incentive Plan.
   18




---



##### Table of Contents



Long-Term
    Incentive Compensation
    Base Pay

Annual Bonus

Equity AwardCEO


12%



12%



76%NEOs (range)


18%-24%



18%-24%



55%-64%           Restricted Share Grants.
 19




---



##### Table of Contents



Vested Share Grants.
  2010 Performance-Based RSU Grants.
      PerformanceTSR Percentile

Multiplier75+


2.050-74.99


1.025-49.99


0.5<25


0.0     Retirement
    Plans
  Nonqualified Executive Retirement Plan.
 20




---



##### Table of Contents



Supplemental Retirement Plan.
    gross-up
    New Supplemental Retirement Plan.
        5-year
  50-100%
  5-year
 21




---



##### Table of Contents



Deferred
    Compensation Plans
                i.e.
 22




---



##### Table of Contents



Perquisites
    Other
    Generally Available Benefits
    Employment
    Agreements
  Amended and Restated Employment Agreements with Weatherford
    International Ltd. and Employment Agreements with Weatherford
    International, Inc.
  2009 Year-End Employment
    Agreements.
  2010 Employment Agreements.
 23




---



##### Table of Contents



gross-ups gross-ups
  Termination of Employment.
  Change in
    Control and Severance Benefits
        Share
    Ownership Guidelines
    Tax and
    Accounting Matters
  Section 162(m)
    of the Internal Revenue Code
  2007-49,
  ASC
    Topic 718, Stock Compensation
   24




---



##### Table of Contents



Compensation
    Committee Report    
 Compensation
    Committee Interlocks and Insider Participation   25




---



##### Table of Contents



Summary
    Compensation Table    Change inPensionValue andNonqualifiedDeferredStock


Option


Compensation


All OtherName and










Awards


Awards


Earnings


Compensation


TotalPrincipal Position

Year


Salary ($)


Bonus


($)


($)(1)


($)


($)(7)


($)Bernard J. Duroc-Danner


2009



1,640,000



1,750,000



9,992,148







12,814,051



41,391



26,237,590Chairman of the Board, President


2008



1,497,909



3,000,000



9,000,046







5,669,704



710,464



19,878,123and Chief Executive Officer


2007



1,403,041







7,348,165



5,127,180



10,876,434



675,511



25,430,331Andrew P. Becnel


2009



829,121



525,000



3,340,939







3,326,433



370,932



8,392,425Senior Vice President and


2008



623,265



525,000



2,500,028







591,449



197,894



4,437,636Chief Financial Officer(2)


2007



496,920







2,630,560







900,704



191,245



4,219,429Stuart E. Ferguson


2009



600,000







2,620,723







1,704,496



141,616



5,066,835Former Executive Officer(3)


2008



502,060



400,000



1,500,030







800,274



200,728



3,403,0922007



447,581







1,356,102







834,158



211,192



2,849,033Peter T. Fontana


2009



443,540



300,000



1,746,106











204,583



2,694,229Vice President 


2008















Western Hemisphere


2007















Keith R. Morley


2009



614,616



475,000



1,733,635







4,028,317



28,696



6,880,264Senior Vice President  Well


2008



548,277



475,000



1,500,030







2,333,237



187,431



5,043,975Construction and Operations


2007



405,316







1,416,693







3,568,519



151,768



5,542,296and Chief Safety OfficerBurt M. Martin


2009



291,231



500,000



2,252,809
(5)







(6)


12,973,709



16,017,749Former Executive


2008



573,273



500,000



2,000,063







921,508



187,005



4,181,849Officer(4)


2007



475,541







2,304,627







972,599



200,004



3,952,771     (1)
    
    Assumptions used in the calculation of these amounts are
    included in footnote 14 to our audited financial statements
    included in our Annual Report on
    Form 10-K
    for the year ended December 31, 2009.(2)
    
    Salary is denominated in USD and is paid in CHF (beginning July
    2009) using a 1.10 exchange rate.(3)
    
    Salary is denominated in USD and is paid in British pounds using
    the exchange rate at the beginning of the fiscal year.(4)
    
    Mr. Martins employment with the Company terminated
    effective as of June 3, 2009.(5)
    
    Includes the grant date fair value of an award granted on
    February 5, 2009 that was not vested as of the date of
    Mr. Martins termination.(6)
    
    Mr. Martins Accumulated Benefit in the executive
    retirement plan decreased by $5,135,921 with his departure from
    the Company. His lump sum benefit of $12,881,254 is included in
    the termination payment amount in the All Other Compensation
    column.(7)
    
    Other Annual Compensation for 2009 consists of the following:  CompanyContributions to





MatchingDeferred

Car/Car

Club

ContributionsCompensation

Allowance

Membership

under 401(k)

Life Insurance

Relocation

Expat

TerminationPlan ($)

($)

Dues ($)

Plan ($)

Premiums ($)

Pay ($)

Benefits ($)

Pay ($)Bernard J. Duroc-Danner






15,839



4,936



9,800



10,816











Andrew P. Becnel






13,997



4,482



9,800



1,538



72,727



268,388



Stuart E. Ferguson


91,007



11,824







32,000
(a)


6,785











Peter T. Fontana






4,500



1,904



9,800



1,417



45,833



141,129



Keith R. Morley






10,800



3,120



9,800



4,976











Burt M. Martin






4,985



3,210



9,800



1,191











12,954,523   (a)
    
    Mr. Ferguson is located in the United Kingdom and was a
    participant in the Weatherford Group Defined Contribution Plan.
    Amounts shown represent company contributions to that plan. 26




---



##### Table of Contents



Grants
    of Plan-Based Awards in 2009    All Other StockAwards: Number of


Grant Date FairRestricted


Value of ShareName

Grant Date

Shares/Units(#)


Awards($)Bernard J. Duroc-Danner

Feb 5


815,220



9,529,922Apr 1


29,192



336,000July 1


3,091



60,089Oct 1


3,347



66,137Andrew P. Becnel

Feb 5


271,740



3,176,641Apr 1


9,501



109,357July 1


1,333



25,914Oct 1


1,469



29,027Stuart E. Ferguson

Feb 5


224,185
(1)


2,620,723Peter T. Fontana

Mar 6


50,000



515,500Apr 1


5,195



59,794July 1


733



14,250July 20


60,000



1,137,000Oct 1


990



19,562Keith R. Morley

Feb 5


135,870



1,588,320Apr 1


8,513



97,985July 1


1,159



22,531Oct 1


1,255



24,799Burt M. Martin

Feb 5


181,160
(2)


2,117,760Apr 1


8,970



103,245Jul 1


1,636
(3)


31,804     (1)
    
    All unvested shares lapsed as of April 1, 2010 in
    connection with the termination of Mr. Fergusons
    employment.(2)
    
    This award was not vested as of the date of
    Mr. Martins termination.(3)
    
    Mr. Martin received an award for the period of time between
    April 1, 2009 and his termination on June 3, 2009. Potential
    Payments Upon Termination or Change in Control        
    any unpaid salary earned through the date of termination of
    employment for periods following the executives
    section 409A separation from service (the Earned
    Unpaid Salary); 27




---



##### Table of Contents




    an amount equal to the greater of the highest aggregate annual
    bonus amounts paid in the five years prior to the year of
    termination and the bonus amount that would be payable in the
    year of termination (in either case, pro-rated to the date of
    termination) (the Highest Annual Bonus);
    an amount equal to three times (two times in the case of
    Mr. Fontana) the sum of the highest base salary during the
    five years prior to the year of termination added to the Highest
    Annual Bonus (the Salary and Bonus Payment);
    an amount equal to three times (two times in the case of
    Mr. Fontana) all employer contributions credited to the
    named executive officer under our 401(k) plan in the last year
    of employment and the amount that would have been credited and
    contributed to the named executive officer under all other
    deferred compensation plans (other than our retirement plans),
    grossed-up
    to account for federal and state taxes thereon (the
    Contribution Payment); and
    an amount equal to three times (two times in the case of
    Mr. Fontana) the total value of all fringe benefits
    received by the named executive officer on an annualized basis
    (the Fringe Benefit Payment); and
    any benefits payable under our retirement plans as of the date
    of termination (unless a change of control has occurred or is
    pending, in which case the terms of the retirement plan will
    govern the payment of benefits under such plan) (the
    Retirement Plan Payment). For more information
    regarding our retirement plans, see Pension
    Benefits and
    Retirement Plans in the Compensation Discussion and
    Analysis section.    
    All benefits under all deferred compensation and other benefit
    plans and all stock options and restricted share grants will
    automatically become fully vested to the extent not already
    vested;
    All health and medical benefits and all other welfare benefits
    under any plans that are provided to the named executive officer
    and his or her family prior to termination would be maintained
    after termination for a period of three years or such longer
    period as the plans may require, provided the named executive
    officer makes his required contribution and that such benefits
    are secondary to any benefits offered by another employer (the
    Healthcare Benefit);
    We would pay, as incurred, for reasonable outplacement services
    for the named executive officer, the provider of which would be
    selected by the named executive officer (the Outplacement
    Payment) for a period not extending beyond the last day of
    the second calendar year following the calendar year in which
    the named executive officers termination occurs;
    All club memberships, luncheon clubs and other memberships that
    we provided for the named executive officer or his family prior
    to termination would be transferred to the named executive
    officer at no cost to him (other than ordinary income taxes
    owed);
    We would either transfer ownership and title to the named
    executive officers company car at no cost to him (other
    than individual income taxes owed) or, if the named executive
    officer received a monthly car allowance, we would pay the named
    executive officer a lump sum in cash equal to the annual car
    allowance multiplied by three (the Car Payment);
    We would timely pay any other benefits that the named executive
    officer is entitled to receive under any of our other plans or
    programs (the Other Benefits Payment). However,
    participants in the Supplemental Retirement Plan and their
    spouses and dependent children (up to age 25) are also
    entitled to receive health and medical insurance benefits for
    the remainder of the participants and his or her
    spouses individual lives, provided they pay normal
    employee contributions for this coverage up to a maximum annual
    contribution of $2,000.   28




---



##### Table of Contents



and/or
          
    the failure by the Company to require any successor to perform
    the employment agreement between the executive and the Company.          
    at least two-thirds of the members of the current Board of
    Directors cease to be directors other than in specified
    circumstances;
    upon the consummation of a merger or similar transaction other
    than (1) a transaction in which the shareholders
    beneficially owning more than two-thirds of the registered
    shares outstanding immediately prior to the transaction continue
    to represent at least two-thirds of the voting power immediately
    after the transaction, (2) a transaction in which no person
    owns 20% or more of the outstanding registered shares or voting
    power of the surviving entity, and (3) a transaction in
    which at least two-thirds of the members of the surviving entity
    are current members of the Board at the time the transaction was
    approved; or 29




---



##### Table of Contents




    approval or adoption by the Board or our shareholders of a plan
    or proposal which could result directly or indirectly in the
    liquidation, transfer, sale or other disposal of all or
    substantially all of the Companys assets or a dissolution
    of the Company.    Payments
    to Former Executive Officer
    Termination
    Upon Death or Disability, Other Than For Cause or For Good
    Reason
    Salaryand














OtherBonus


Contribution


Fringe Benefit





Retirement


Benefits


Gross-UpPayment


Payment


Payment


Car Payment


Plan


Payment


Payment


TotalName

($)


($)


($)(1)


($)


Payment ($)


($)(2)


($)


($)Bernard J. Duroc-Danner


16,953,846



2,572,477



48,900







70,816,990



2,296,692



1,475,481



94,164,386Andrew P. Becnel


6,405,854



990,279



47,700



50,000



9,020,091



425,798



567,989



17,507,711Stuart E. Ferguson


4,126,154



714,923



34,200



36,000



12,054,920







476,615



17,442,812Peter T. Fontana


1,167,307



193,496



8,800



21,600







36,067



110,983



1,538,253Keith R. Morley


4,126,154



648,323



55,800



32,400



11,814,634



425,419



371,855



17,474,585     (1)
    
    Includes the sum of the costs of an annual physical examination,
    financial planning services, cellular telephone, professional
    fees and club dues, multiplied by three (two for
    Mr. Fontana).(2)
    
    Represents interest earned on payments deferred for six months
    in accordance with section 409A. 30




---



##### Table of Contents



Vested





Membership





DeferredEquity


Healthcare


Transfer





CompensationAwards


Benefit


Costs


Car Ownership


DistributionName

($)


($)


($)


Transfer


($)Bernard J. Duroc-Danner


16,489,378



566,502



7,750



26,169



6,918,490Andrew P. Becnel


5,458,360



202,007



17,100







813,490Stuart E. Ferguson


3,825,934



245,114











825,132Peter T. Fontana


2,283,525



65,446











98,111Keith R. Morley


2,861,016



510,936











777,527   Termination
    Upon Death
    Termination
    After a Change of Control
  gross-up gross-up
  Termination
    for Cause or Voluntary Termination
   31




---



##### Table of Contents



Outstanding
    Equity Awards at December 31, 2009    Option AwardsNumber of


Number of








Stock AwardsSecurities


Securities








Number of


Market Value ofUnderlying


Underlying


Option





Shares or


Shares or Units ofUnexercised


Unexercised


Exercise


Option


Units of Shares


Shares That HaveOptions (#)


Options (#)


Price


Expiration


That Have Not


Not VestedName

Exercisable


Unexercisable


($)


Date


Vested (#)


($)Bernard J. Duroc-Danner


785,352
(1)






5.94



09/25/2015







740,000







8.79



12/17/2016







336,650



336,650
(2)


20.05



02/28/2016























112,220
(3)


2,009,860















264,980
(4)


4,745,792















543,480
(5)


9,733,726Andrew P. Becnel


180,000







8.53



07/22/2015







100,000







8.88



10/08/2015







280,000







9.98



05/09/2017







120,000



120,000
(6)


21.13



10/27/2016























50,000
(3)


895,500















73,606
(4)


1,318,284















181,160
(5)


3,244,576Stuart E. Ferguson(7)


100,000







6.21



09/24/2016























20,000
(3)


358,200















44,164
(4)


790,978149,456
(5)


2,676,756Peter T. Fontana


















40,000
(5)


716,400















15,000
(8)


268,650















15,000
(9)


268,650















20,000
(10)


358,200















25,000
(11)


447,750















12,500
(12)


223,875Keith R. Morley


400,000







7.79



11/18/2014























25,000
(3)


447,750















44,164
(4)


790,978















90,580
(5)


1,622,288Burt M. Martin


400,000







5.94



09/25/2015







     (1)
    
    Option has been transferred to a family limited partnership for
    estate planning purposes.(2)
    
    Option vests on February 28, 2011.(3)
    
    Shares/units vest on February 28, 2011.(4)
    
    Shares/units vest in equal increments on each of March 4,
    2010 and 2012.(5)
    
    Shares/units vest in equal increments on each of
    December 15, 2010 and 2011.(6)
    
    Option vests on October 27, 2010.(7)
    
    All unvested restricted share units lapsed on April 1,
    2010, in connection with the termination of
    Mr. Fergusons employment.(8)
    
    Shares/units vest on May 7, 2011.(9)
    
    Shares/units vest on July 9, 2011.(10)
    
    Shares/units vest in equal increments each on May 7, 2010
    and May 7, 2012.(11)
    
    Shares/units vest on July 31, 2010.(12)
    
    Shares/units vest on December 31, 2010. 32




---



##### Table of Contents



Option
    Exercises And Restricted Shares\Units Vested in 2009    Restricted Share and RestrictedShare Unit AwardsNumber of Shares/Units Acquired


Value Realized onName

on Vesting (#)


Vesting ($)Bernard J. Duroc-Danner


655,716



9,540,755Andrew P. Becnel


197,883



2,852,822Stuart E. Ferguson


124,729



1,796,817Peter T. Fontana


83,418



1,336,996Keith R. Morley


126,217



1,842,902Burt M. Martin


80,606



950,349  Pension
    Benefits    Number of


Present ValueYears


of


PaymentsCredited


Accumulated


During LastService


Benefit


Fiscal YearName

(#)


($)(1)


($)Bernard J. Duroc-Danner


25



62,576,769



Andrew P. Becnel


10



6,202,173



Stuart E. Ferguson


12



4,827,753



Keith R. Morley


14



11,554,504



Burt M. Martin










12,881,254     (1)
    
    Values were determined using the projected unit credit actuarial
    cost method. Material assumptions used in the valuations include
    a discount rate of 5.25% and mortality rates from the 1994 Group
    Annuity Mortality, Male and Female.   Nonqualified
    Deferred Compensation     33




---



##### Table of Contents



Executive


Registrant


Aggregate


Aggregate


AggregateDeferrals


Credits


Earnings


Withdrawals/


Balancein 2009


in 2009


in 2008


Distributions


at 12/31/09Name

($)


($)


($)


($)


($)(1)Bernard J. Duroc-Danner


0



0



2,738,811



0



6,918,490Andrew P. Becnel


0



0



322,035



0



813,490Stuart E. Ferguson


0



91,007
(2)


298,555



0



825,132Peter T. Fontana


0



0



38,839



0



98,111Keith R. Morley


0



0



307,798



0



777,527Burt M. Martin(3)


0



0



547,457



1,486,200



0     (1)
    
    The following amounts represent deferred salary and company
    contributions that were reported previously as compensation to
    each Named Executive Officer in the Summary Compensation Table
    in previous years. Amounts deferred or contributed prior to
    becoming a Named Executive Officer are not included.  Executive


EmployerContributions


Contributions


Total($)


($)


($)Bernard J. Duroc-Danner


2,288,200



4,630,290



6,918,490Andrew P. Becnel


163,877



327,699



491,576Stuart E. Ferguson


0



222,209



222,209Peter T. Fontana


0



0



0Keith R. Morley


95,478



190,992



286,470   (2)
    
    All amounts shown above are included in the All Other
    Compensation column of the Summary Compensation Table.(3)
    
    Mr. Martin received a gross distribution of
    86,760 shares in December 2009.  Equity
    Compensation Plan Information    Number of SharesRemaining AvailableNumber of Shares





for Future Issuanceto be Issued Upon


Weighted Average


Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding


Outstanding


(Excluding SharesOptions, Warrants


Options, Warrants


Reflected in theand Rights


and Rights


First Column)(In thousands, except share prices)Plan Category:Equity compensation plans approved by shareholders(a)


13,825


$
22.86



2,297Equity compensation plans not approved by shareholders(b)


25,061



11.37



Total


38,886



15.46



2,297     (a)
    
    Includes our Omnibus Plan, which was approved by our
    shareholders in May 2006.(b)
    
    Includes the following compensation plans that were not approved
    by our shareholders: our 1998 Employee Stock Option Plan, our
    Non-Employee Director Deferred Compensation Plan, our Foreign
    Executive Deferred Compensation Stock Ownership Plan and our
    2003 Restricted Share Plan. Those plans and other individual
    compensation arrangements that were not approved by our
    shareholders are described below. 34




---



##### Table of Contents



35




---



##### Table of Contents



Summary
    of Board Compensation for 2009
    Director
    Compensation
  Fees Earnedor Paid in


Share


TotalName

Cash ($)


Awards ($)(1)


($)Nicholas F. Brady


94,000



181,240



275,240David J. Butters


216,000



181,240



397,240William E. Macaulay


108,000



181,240



289,240Robert B. Millard


117,000



181,240



298,240Robert K. Moses, Jr.


186,000



181,240



367,240Robert A. Rayne


192,000



181,240



373,240     (1)
    
    As of December 31, 2009, aggregate outstanding restricted
    share, restricted share unit and option awards for each
    non-employee director were as follows: Aggregate

AggregateNumber of

Number ofRestricted Shares/

SharesRestricted Share

UnderlyingName

Units

OptionsNicholas F. Brady


17,200



0David J. Butters


17,200



302,400William E. Macaulay


17,200



854,528Robert B. Millard


17,200



854,528Robert K. Moses, Jr.


17,200



0Robert A. Rayne


17,200



480,000 36




---



##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
 SHARE
    OWNERSHIP  Shares Owned
    by Directors and Executive Officers
    Amount and Nature of Shares Beneficially OwnedPercent ofNumber of


Right to


Total Shares


OutstandingName

Shares Owned


Acquire(1)


Beneficially Owned


SharesBernard J. Duroc-Danner


2,189,423



2,248,294



4,437,717




*Nicholas F. Brady


879,264



5,679



884,943




*David J. Butters(2)


236,188



365,231



601,419




*William E. Macaulay(3)


770,932



865,238



1,636,170




*Robert B. Millard(4)


697,930



863,326



1,561,256




*Robert K. Moses, Jr.(5)


566,464



11,441



577,905




*Robert A. Rayne(6)


160,316



501,767



662,083




*Andrew P. Becnel


499,909



725,421



1,225,330




*Stuart E. Ferguson(7) (former executive officer)


176,993



100,000



276,993




*Peter T. Fontana


222,199
(8)


5,478



227,677




*Keith R. Morley


312,652



443,413



756,065




*Burt M. Martin(9) (former executive officer)


253,961



400,000



653,961




*All directors, director nominees, officers and former officers
    as a group (21 persons)


7,893,198



6,798,475



14,691,173



2.0
%     *
    
    Less than 1%.(1)
    
    Includes registered shares that can be acquired through stock
    options exercisable through June 22, 2010. Also includes
    registered shares that can be acquired as a result of
    distributions pursuant to our Non-Employee Director Deferred
    Compensation Plan, our Executive Deferred Compensation Stock
    Ownership Plan or our Foreign Executive Deferred Compensation
    Stock Plan, as applicable, based on the number of units
    allocated to each participants account as of
    April 23, 2010.(2)
    
    Includes 55,088 shares held by Mr. Butters wife,
    over which he has no voting or dispositive power and as to which
    he disclaims beneficial ownership.(3)
    
    Includes 26,472 shares held by Mr. Macaulays
    wife and 15,504 shares held in the name of or in trust for
    Mr. Macaulays adult daughters, over which he has no
    voting or dispositive power and as to all of which he disclaims
    beneficial ownership.(4)
    
    Includes 398,474 shares held by a charitable
    foundation and trusts controlled by Mr. Millard and his
    wife.(5)
    
    500,000 shares are pledged to a bank.(6)
    
    Excludes 2,050,000 shares beneficially owned by LMS
    Capital, of which Mr. Rayne serves as Chief Executive
    Officer and director, and affiliates of LMS Capital.
    Mr. Rayne disclaims beneficial ownership of all of the
    shares beneficially owned by LMS Capital.(7)
    
    Information based on a Form 4 filed on behalf of
    Mr. Ferguson on April 1, 2010 and corporate records.(8)
    
    Voting and dispositive power is shared with
    Mr. Fontanas spouse.(9)
    
    Information based on a Form 4 filed on behalf of
    Mr. Martin on April 3, 2009 and corporate records. 37




---



##### Table of Contents



Shares Owned
    by Certain Beneficial Holders    Name and Address of



Percent ofBeneficial
Owner

Number of Shares(1)

Outstanding SharesFMR LLC(2)


54,939,304



7.4%Edward C. Johnson 3d
    82 Devonshire Street
    Boston, Massachusetts 02109ClearBridge Advisors, LLC(3)


50,106,539



6.8%620 8th Avenue
    New York, New York 10018     (1)
    
    This information is based on information as of December 31,
    2009 furnished by each shareholder or contained in filings made
    by the shareholder with the SEC.(2)
    
    FMR LLC has sole voting power over 4,331,373 shares,
    Mr. Johnson does not have sole voting power over any
    shares, and both owners had sole dispositive power over all
    shares. The beneficial owners do not have shared voting or
    dispositive power over any shares.(3)
    
    The beneficial owner has sole voting power over
    41,766,153 shares and sole dispositive power over all
    shares. The beneficial owner does not have shared voting or
    dispositive power over any of the shares. 38




---



##### Table of Contents



Item 13. Certain Relationships and Related
Transactions, and Director Independence
  Director
    Independence
  www.weatherford.com
  
    is a type of relationship addressed in Section 303A.02(b)
    of the NYSE Listed Company Manual, but under those rules does
    not preclude a determination of independence; or
    is in the ordinary course of business and does not exceed 2% of
    the consolidated gross revenues of the other person for the
    previous year.    Policies
    Regarding Related Person Transactions
  www.weatherford.com
 39




---



##### Table of Contents



Related
    Person Transactions   40




---



##### Table of Contents



Item 14. Principal Accounting Fees and Services
  Fees Paid
    to Ernst & Young
    2009


2008Audit fees(1)

$
7,340,000


$
6,282,000Audit-related fees(2)


1,023,000



72,000Tax fees(3)


476,000



400,000All other fees(4)


27,000



8,000Total

$
8,866,000


$
6,762,000     (1)
    
    Audit fees consist of professional services rendered for the
    audit of the Companys annual financial statements, the
    audit of the effectiveness of the Companys internal
    controls over financial reporting and the reviews of the
    Companys quarterly financial statements. This category
    also includes fees for issuance of comfort letters, consents,
    assistance with and review of documents filed with the SEC,
    statutory audit fees, work done by tax professionals in
    connection with the audit and quarterly reviews and accounting
    consultations and research work necessary to comply with the
    standards of the Public Company Accounting Oversight Board
    (United States). Fees are presented in the period to which they
    relate versus the period in which they were billed.(2)
    
    Audit-related fees include consultations concerning financial
    accounting and reporting matters not required by statute or
    regulation as well as fees for employee benefit plan audits.(3)
    
    Tax fees consist of
    non-U.S. tax
    compliance, planning and U.S./non-U.S. tax-related consultation.(4)
    
    Other services performed include regulatory compliance services
    and certain other advisory services and do not include any fees
    for financial information systems design and implementation.  Audit
    Committee Pre-approval Policy
       PART
IV
 
 Item 15. Exhibits and Financial Statement Schedules
 
       Number Description
 31.1
    
    Certification of Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
200231.2
    
    Certification of Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
    
    Filed herewith 41




---



##### Table of Contents



SIGNATURES
  Weatherford International Ltd.By:
    /s/ Joseph C. HenryJoseph C. HenryVice President and
Co-General Counsel Date: April 30, 2010