than an action by or in the right of the Company, by reason of the fact that Indemnitee is orwas a director, officer, employee, agent, or fiduciary of the Company or is or was serving at therequest of the Company as a director, officer, employee, agent, or fiduciary of any other entity orby reason of anything done or not done by him or her in any such capacity. Pursuant to this Section3, Indemnitee shall be indemnified against expenses (including attorneys’ fees and disbursements),judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred byIndemnitee in connection with such action, suit or proceeding (including, but not limited to, theinvestigation, defense or appeal thereof), if Indemnitee acted in good faith and in a mannerIndemnitee reasonably believed to be in or not opposed to the best interests of the Company, and,with respect to any criminal action or proceeding, had no reasonable cause to believe his or herconduct was unlawful.     Section 4. Actions by or in the Right of the Company. Indemnitee shall be entitled to the indemnification rights provided in this Section 4 ifIndemnitee was or is made a party or is threatened to be made a party to any threatened, pending orcompleted action or suit brought by or in the right of the Company to procure a judgment in itsfavor by reason of the fact that Indemnitee is or was a director, officer, employee, agent, orfiduciary of the Company or is or was serving at the request of the Company as a director, officer,employee, agent, or fiduciary of any other entity by reason of anything done or not done byIndemnitee in any such capacity. Pursuant to this Section 4 Indemnitee shall be indemnified againstexpenses (including attorneys’ fees and disbursements) actually and reasonably incurred byIndemnitee in connection with such action or suit (including, but not limited to, theinvestigation, defense, settlement or appeal thereof) if Indemnitee acted in good faith and in amanner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company;provided, however, that no such indemnification shall be made in respect of any claim, issue ormatter as to which applicable law expressly prohibits such indemnification by reason of anadjudication of liability of Indemnitee to the Company, unless, and only to the extent that, theCourt of Chancery of the State of Delaware or the court in which such action or suit was broughtshall determine upon application that, despite such adjudication of liability but in view of allthe circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification forsuch expenses as such court shall deem proper.     Section 5. Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Agreement, to the extent that Indemnitee hasbeen successful on the merits or otherwise, including, without limitation, the dismissal of anaction without prejudice, in defense of any action, suit or proceeding referred to in Section 4hereof, or in defense of any claim, issue or matter therein, Indemnitee shall be indemnifiedagainst all expenses (including attorneys’ fees and disbursements) actually and reasonably incurredby Indemnitee or on Indemnitee’s behalf in connection therewith.     Section 6. Indemnification for Expenses of a Witness. To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status (as hereinafterdefined), a witness in any proceeding, Indemnitee shall be indemnified by theCompany against all expenses actually and reasonably incurred by Indemnitee or on Indemnitee’sbehalf in connection therewith.     Section 7. Partial Indemnification. If Indemnitee is only partially successful in the defense, investigation, settlement orappeal of any action, suit, investigation or proceeding
-2-

 
described in Section 4 hereof, and as aresult is not entitled under Section 5 hereof to indemnification by the Company for the totalamount of the expenses (including attorneys’ fees and disbursements), judgments, penalties, fines,and amounts paid in settlement actually and reasonably incurred by Indemnitee, the Company shallnevertheless indemnify Indemnitee, as a matter of right pursuant to Section 5 hereof, to the extentIndemnitee has been partially successful.     Section 8. Determination of Entitlement to Indemnification. Upon written request by Indemnitee for indemnification pursuant to Section 3 or 4 hereof,the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shallbe determined by the following Person or Persons who shall be empowered to make such determination:(a) the Board of Directors of the Company by a majority vote of the Disinterested Directors (ashereinafter defined) even if less than a quorum; or (b) if such vote is not obtainable or, even ifobtainable, if such Disinterested Directors so direct by majority vote, by Independent Counsel (ashereinafter defined) in a written opinion to the Board of Directors, a copy of which shall bedelivered to Indemnitee; or (c) by the stockholder or stockholders of the Company. Such IndependentCounsel shall be selected by the Board of Directors and approved by Indemnitee. Upon failure of theBoard to so select such Independent Counsel or upon failure of Indemnitee to so approve, suchIndependent Counsel shall be selected by the Chancellor of the State of Delaware or such otherPerson as such Chancellor shall designate to make such selection. Such determination of entitlementto indemnification shall be made not later than 60 days after receipt by the Company of a writtenrequest for indemnification. Such request shall include documentation or information which isnecessary for such determination and which is reasonably available to Indemnitee. Any expenses(including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request forindemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agreesto hold Indemnitee harmless therefrom irrespective of the outcome of the determination ofIndemnitee’s entitlement to indemnification. If the Person making such determination shalldetermine that Indemnitee is entitled to indemnification as to part (but not all) of theapplication for indemnification, such Person shall reasonably prorate such partial indemnificationamong such claims, issues or matters.     Section 9. Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of Indemnitee’s request forindemnification, advise in writing the Board of Directors or such other Person or Persons empoweredto make the determination as provided in Section 8 that Indemnitee has made such request forindemnification. Upon making such request for indemnification, Indemnitee shall be presumed to beentitled to indemnification hereunder and the Company shall have the burden of proof in the makingof any determination contrary to such presumption. If the Person or Personsso empowered to make such determination shall have failed to make the requestedindemnification within 60 days after receipt by the Company of such request, the requisitedetermination of entitlement to indemnification shall be deemed to have been made and Indemniteeshall be absolutely entitled to such indemnification, absent actual and material fraud in therequest for indemnification. The termination of any action, suit, investigation or proceedingdescribed in Section 3 or 4 hereof by judgment, order, settlement or conviction, or upon a plea ofnolo contendere or its equivalent, shall not, of itself: (a) create a presumption that Indemniteedid not act in good faith and in a manner which Indemnitee reasonably believed to be in or notopposed to the best interests of the Company, and, with respect to any criminal action orproceeding, that
-3-

 
Indemnitee had reasonable cause to believe that his or her conduct was unlawful;or (b) otherwise adversely affect the rights of Indemnitee to indemnification except as may beprovided herein.     Section 10. Advancement of Expenses. All reasonable expenses incurred by Indemnitee (including attorneys’ fees, retainers andadvances of disbursements required of Indemnitee) shall be paid by the Company in advance of thefinal disposition of such action, suit or proceeding, whether civil, criminal, administrative orinvestigative in nature, at the request of Indemnitee as soon as practical, and in any event withintwenty days after the receipt by the Company of a statement or statements from Indemniteerequesting such advance or advances from time to time. Indemnitee’s entitlement to such expensesshall include those incurred in connection with any proceeding by Indemnitee seeking anadjudication or award in arbitration pursuant to this Agreement. Such statement or statements shallreasonably evidence the expenses incurred by Indemnitee in connection therewith and shall includeor be accompanied by an undertaking by or on behalf of Indemnitee to repay such amount if it isultimately determined that Indemnitee is not entitled to be indemnified against such expenses andcosts by the Company as provided by this Agreement or otherwise. The Company shall have the burdenof proof in any determination under this Section 10. No amounts advanced hereunder shall be deemedan extension of credit by the Company to Indemnitee.     Section 11. Remedies of Indemnitee in Cases of Determination Not to Indemnify or toAdvance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnificationhereunder or if payment has not been timely made following a determination of entitlement toindemnification pursuant to Sections 8 and 9, or if expenses are not advanced pursuant to Section10, Indemnitee shall be entitled to a final adjudication in the Delaware Court of Chancery, first,and then in any other court of competent jurisdiction of Indemnitee’s entitlement to suchindemnification or advance. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award inarbitration to be conducted by a single arbitrator pursuant to the rules of the AmericanArbitration Association, such award to be made within sixty days following the filing of the demandfor arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication oraward in arbitration or any other claim. Such judicial proceeding or arbitration shall be made denovo and Indemnitee shall not be prejudiced by reason of a determination (if so made) thatIndemnitee is not entitled to indemnification. If a determination is made or deemed to have beenmade pursuant to the terms of Section 8 or 9hereof that Indemnitee is entitled to indemnification, the Company shall be bound by suchdetermination and is precluded from asserting that such determination has not been made or that theprocedure by which such determination was made is not valid, binding and enforceable. The Companyfurther agrees to stipulate in any such court or before any such arbitrator that the Company isbound by all the provisions of this Agreement and is precluded from making any assertion to thecontrary. If the court or arbitrator shall determine that Indemnitee is entitled to anyindemnification hereunder, the Company shall pay all reasonable expenses (including attorneys’ feesand disbursements) actually incurred by Indemnitee in connection with such adjudication or award inarbitration (including, but not limited to, any appellate proceedings).     Section 12. Other Rights to Indemnification. The indemnification and advancement of expenses (including attorneys’ fees) provided by thisAgreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in thefuture be entitled under any provision
-4-

 
of the by-laws, agreement, provision of the Certificate ofIncorporation, as amended, vote of stockholders or Disinterested Directors, provision of law, orotherwise; provided, however, that this Agreement supersedes any other Agreement that has beenentered into by the Company with the Indemnitee which has as its principal purpose theindemnification of Indemnitee; provided, further, that this Agreement does not supersede thatcertain Indemnification Agreement entered into on or about the date hereof between Indemnitee andWeatherford International Ltd., the ultimate parent company of the Company, it being the intentionof the parties that Indemnitee shall be entitled to the indemnification provided under either orboth agreements to the fullest extent permitted by law.     Section 13. Attorneys’ Fees and Other Expenses To Enforce Agreement. In the event that Indemnitee is subject to or intervenes in any proceeding in which thevalidity or enforceability of this Agreement is at issue or seeks an adjudication or award inarbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, thisAgreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, shall be entitledto recover from the Company and shall be indemnified by the Company against, any actual expensesfor attorneys’ fees and disbursements reasonably incurred by Indemnitee, provided that in bringingthe advancement action, Indemnitee acted in good faith.     Section 14. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ andofficers’ liability insurance, Indemnitee shall be covered by such policy or policies, inaccordance with its or their terms, to the maximum extent of the coverage available for any Companydirector or officer.     Section 15. Duration of Agreement. This Agreement shall apply with respect to Indemnitee’s occupation of any of the position(s)described in Sections 3 and 4 of this Agreement prior to the date of this Agreement and withrespect to all periods of such service after the date of this Agreement, even though the Indemniteemay have ceased to occupy such positions(s). This Agreement shall be binding upon the Company andits successors and assigns (including any transferee of all or substantially all of its assets andany successor by merger of operation of law) and shall inure to the benefit Indemnitee andIndemnitee’s spouse, assigns, estate, heirs, devises, executors, administrators or other legalrepresentatives. This Agreement supersedes any prior indemnification arrangement between theCompany (or its predecessor) and Indemnitee.     Section 16. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal orunenforceable for any reason whatsoever: (a) the validity, legality and enforceability of theremaining provisions of this Agreement (including without limitation, all portions of anyparagraphs of this Agreement containing any such provision held to be invalid, illegal orunenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way beaffected or impaired thereby; (b) the court holding such provision or provisions to be invalid,illegal or unenforceable, or any other court of competent jurisdiction, shall be empowered upon therequest of either party hereto to reform such provision or provisions to give effect as nearly aspossible to the intent manifested by such provision or provisions to the fullest extent allowed bylaw, and (c) to the fullest extent possible, the provisions of this Agreement (including, withoutlimitation, all portions of any section of this Agreement containing any such provision held to beinvalid, illegal or unenforceable, that are not themselves invalid, illegal or
-5-

 
unenforceable) shallbe construed so as to give effect to the intent manifested by the provision held invalid, illegalor unenforceable.     Section 17. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for allpurposes be deemed to be an original but all of which together shall constitute one and the sameAgreement. Only one such counterpart signed by the party against whom enforceability is soughtneeds to be produced to evidence the existence of this Agreement.     Section 18. Headings. The headings of the sections of this Agreement are inserted for convenience only and shallnot be deemed to constitute part of this Agreement or to affect the construction thereof.     Section 19. Definitions. For purposes of this Agreement:          (a) “Disinterested Director” shall mean a director of the Company who is not or was not aparty to the action, suit, investigation or proceeding in respect of which indemnification is beingsought by Indemnitee.          (b) “Independent Counsel” shall mean a law firm or a member of a law firm that neither ispresently nor in the past five years has been retained to represent: (i) the Company or Indemniteein any matter material to either such party, or (ii) any other party to the action, suit,investigation or proceeding giving rise to a claim for indemnification hereunder. Notwithstandingthe foregoing, the term “Independent Counsel” shall not include any Person who, under theapplicable standards of professional conduct then prevailing, would have a conflict of interest inrepresenting either the Company or Indemnitee in an action to determine Indemnitee’s right toindemnification under this Agreement.          (c) “Corporate Status” shall mean the status of an idividual who is or was a director,officer, employee, agent or fiduciary of the Company or any majority-owned subsidiary or of anyother corporation, partnership, limited liability company, joint venture, trust, employee benefitplan or other enterprise that such individual is or was serving at the request of the Company.          (d) “Person” shall mean an individual, corporation, association, trust, limited liabilitycompany, limited partnership, limited liability partnership, partnership, incorporatedorganization, other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Actof 1934).     Section 20. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executedin writing by both of the parties hereto. No waiver of any of the provisions of this Agreementshall be deemed or shall constitute a waiver of any other provisions hereof (whether or notsimilar) nor shall such waiver constitute a continuing waiver.     Section 21. Notice by Indemnitee. (a) Indemnitee agrees promptly to notify the Company in writing upon being served with anysummons, citation, subpoena, complaint, indictment, information or other document relating to anymatter which may be subject to
-6-

 
indemnification covered hereunder, either civil, criminal,administrative, investigative or otherwise, provided, however, that the failure to so notify theCompany will not relieve the Company from any liability it may have to Indemnitee except to theextent that such failure materially prejudices the Company’s ability to defend such claim. Withrespect to any such action, suit, proceeding, inquiry or investigation as to which Indemniteenotifies the Company of the commencement thereof:     (i) The Company will be entitled to participate therein at its own expense; and     (ii) Except as otherwise provided below, to the extent that it may wish, the Companyjointly with any other indemnifying party similarly notified will be entitled to assume thedefense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from theCompany to Indemnitee of its election so to assume the defense thereof, the Company will notbe liable to Indemnitee under this Agreement for any legal or other expenses subsequentlyincurred by Indemnitee in connection with the defense thereof other than reasonable costs ofinvestigation or as otherwise provided below. Indemniteeshall have the right to employ Indemnitee’s own counsel in such action, suit,proceeding, inquiry or investigation, but the fees and expenses of such counsel incurredafter notice from the Company of its assumption of the defense thereof shall be at theexpense of Indemnitee and not subject to indemnification hereunder unless (x) the employmentof counsel by Indemnitee has been authorized by the Company; (y) in the reasonable opinionof counsel to Indemnitee there is or may be a conflict of interest between the Company andIndemnitee in the conduct of the defense of such action; or (z) the Company shall not infact have employed counsel to assume the defense of such action, in each of which cases thefees and expenses of counsel shall be at the expense of the Company.          (b) Neither the Company nor the Indemnitee shall settle any claim without the prior writtenconsent of the other (which shall not be unreasonably withheld).     Section 22. Notices. All notices, requests, demands and other communications hereunder shall be in writing andshall be deemed to have been duly given if (a) delivered by hand and receipted for by the party towhom said notice or other communication shall have been directed or if (b) mailed by certified orregistered mail with postage prepaid, on the third business day after the date on which it is somailed: (i) If to Indemnitee, to the address set forth below his or her signature.  (ii) If to the Company to:    Weatherford International, Inc.515 Post Oak Park, Suite 600Houston, Texas 77027-3415Attn: Chief Executive Officeror to such other address as may have been furnished to Indemnitee by the Company or to the Companyby Indemnitee, as the case may be.
-7-

 
     Section 23. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced inaccordance with, the laws of the State of Delaware.     Section 24. Payments in Ordinary Course of Business. All payments made by the Companyto Indemnitee hereunder shall be deemed to have been made in the ordinary course of business of theCompany, and shall not be deemed to be extraordinary payments.
-8-

 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.      WEATHERFORD INTERNATIONAL, INC.