“Business Day” means any day on which banks in Bermuda are open for business;   the “Companies Act” means the Companies Act 1981;   “Corporate Status” means the status of a person who is or was a director, officer,employee, agent, or fiduciary of the Company or any other Group Company, or is or wasserving at the request of the Company as a director, officer, employee, agent orfiduciary of any other company, corporation, partnership, limited liability company,joint venture, trust, employee benefit plan or other entity or enterprise;   “the Court” means the Supreme Court of Bermuda;   “Disinterested Director”  means a director of the Company who is not or was not aparty to a Proceeding in respect of which indemnification is sought by Indemnitee;   “Group Companies” means the Company and each subsidiary of the Company (whereverincorporated or organized);   “Independent Counsel” means 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 orIndemnitee in any matter material to either such party, or (ii) any other party to theProceeding giving rise to a claim for indemnification hereunder. Notwithstanding theforegoing, the term “Independent Counsel” shall not include any person who, under theapplicable standards of professional conduct then prevailing, would have a conflict ofinterest in representing either the Company or Indemnitee in an action to determineIndemnitee’s right to indemnification under this Agreement;   the “Parties” means the parties to this Agreement collectively, and “Party” meansany one of them; and   “Proceeding” means any action, suit, arbitration, alternate dispute resolutionmechanism, investigation, administrative hearing or any other proceeding whether civil,criminal, administrative or investigative and whether formal or informal;1.2 In this Agreement unless the context otherwise requires:
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 1.2.1 references to statutory provisions shall be construed as references to thoseprovisions as amended or re-enacted or as their application is modified by otherprovisions from time to time and shall include references to any provisions of whichthey are re-enactments (whether with or without modification);  1.2.2 references to clauses and schedules are references to clauses hereof andschedules hereto; references to sub-clauses or paragraphs are, unless otherwise stated,references to sub-clauses of the clause or paragraphs of the schedule in which thereference appears;  1.2.3 references to the singular shall include the plural and vice versa andreferences to the masculine shall include the feminine and/or neuter and vice versa;and  1.2.4 references to persons shall include companies, partnerships, associations andbodies of persons, whether incorporated or unincorporated.**2.** **AGREEMENT TO SERVE**   Indemnitee agrees to continue to serve as an officer of the Company. This Agreement does notcreate or otherwise establish any right on the part of Indemnitee to be and continue to beelected or appointed an officer of the Company or any other Group Company and does notcreate an employment contract between the Company and Indemnitee. **3.** **INDEMNITY OF DIRECTOR/OFFICER** 3.1 Subject to clause 10, the Company shall indemnify Indemnitee if Indemnitee is a party or isthreatened to be made a party to any threatened, pending or completed Proceeding, including aProceeding brought by or in the right of the Company, by reason of the fact that Indemnitee isor was a director, officer, employee, agent, or fiduciary of the Company or is or was servingat the request of the Company as a director, officer, employee, agent, or fiduciary of anyother company, corporation, partnership, limited liability company, joint venture, trust,employee benefit plan or other entity or enterprise or by reason of anything done or not doneby Indemnitee in any such capacity. Subject to clause 10, pursuant to this sub-clause 3.1Indemnitee shall be indemnified against expenses (including attorneys’ fees anddisbursements), judgments, penalties, fines and amounts paid in settlement actually andreasonably incurred by Indemnitee in connection with such Proceeding (including, but notlimited to, the investigation, defense, settlement or appeal thereof). 3.2 Notwithstanding any other provision of this Agreement other than clause 10, Indemnitee shallbe indemnified against all expenses (including attorneys’ fees and disbursements) actually andreasonably incurred by Indemnitee or on Indemnitee’s behalf in defending any Proceedingsreferred to in clause 3.1 in which judgement is given in his favour, in which he is acquitted,or in respect of which relief is granted to him by the Court under section 281 of theCompanies Act.
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3.3 Subject to clause 10, the Company shall indemnify Indemnitee for such portion of the expenses(including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid insettlement and any other amounts that Indemnitee becomes legally obligated to pay inconnection with any Proceeding referred to in clause 3.1 in respect of which Indemnitee isentitled to indemnification hereunder, even if Indemnitee is not entitled to indemnificationhereunder for the total amount thereof. 3.4 Without limiting the scope of the indemnity provided under any other provision of thisAgreement, if the Indemnitee has reason to apprehend that any claim will or might be madeagainst him in respect of any negligence, default, breach of duty or breach of trust, he mayapply to the Court for relief pursuant to section 281 of the Companies Act and, to the extentthat the Court relieves him, either wholly or partly, from his liability in accordance withsection 281 of the Companies Act, the Indemnitee shall be indemnified against any liabilityincurred by him in defending any Proceedings in accordance with paragraph 98(2)(b) of theCompanies Act. **4.** **INDEMNIFICATION FOR EXPENSES OF A WITNESS**   Subject to clause 10, to the extent that Indemnitee is, by reason of Indemnitee’s CorporateStatus, a witness in any proceeding, Indemnitee shall be indemnified by the Company againstall expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf inconnection therewith. **5.** **DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION** 5.1 The Indemnitee shall request indemnification pursuant to this Agreement by notice in writingto the secretary of the Company. The secretary shall, promptly upon receipt of Indemnitee’srequest for indemnification, advise in writing the Board or such other person or personsempowered to make the determination as provided in sub-clause 5.2 that Indemnitee has madesuch request for indemnification. Subject to clause 10, upon making such request forindemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder andthe Company shall have the burden of proof in the making of any determination contrary to suchpresumption. 5.2 Upon written request by Indemnitee for indemnification pursuant to sub-clause 3.1, theentitlement 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 suchdetermination: 5.2.1 the Board, by a majority vote of the Disinterested Directors; or  5.2.2 if such vote is not obtainable or, even if obtainable, if suchDisinterested Directors so direct by majority vote, by Independent Counsel in awritten opinion to the Board, a copy of which shall be delivered to Indemnitee;or  5.2.3 by a majority vote of the shareholders.
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5.3 For purposes of sub-clause 5.2, Independent Counsel shall be selected by the Board andapproved by Indemnitee. Upon failure of the Board to so select such Independent Counsel orupon failure of Indemnitee to so approve, such Independent Counsel shall be selected by asingle arbitrator pursuant to the rules of the American Arbitration Association. Suchdetermination of entitlement to indemnification shall be made not later than 60 days afterreceipt by the Company of a written request for indemnification. Such request shall includedocumentation or information which is necessary for such determination and which is reasonablyavailable to Indemnitee. Subject to clause 10, any expenses (including attorneys’ fees)incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereundershall be borne by the Company irrespective of the outcome of the determination of Indemnitee’sentitlement to indemnification. If the person or persons making such determination shalldetermine that Indemnitee is entitled to indemnification as to part (but not all) of theapplication for indemnification, such persons may reasonably prorate such partialindemnification among such claims, issues or matters in respect of which indemnification isrequested. **6.** **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 ofthe final disposition of any Proceeding at the request of Indemnitee as promptly aspossible, and in any event within twenty days after the receipt by the Company of astatement or statements from Indemnitee requesting such advance or advances from time totime. Indemnitee’s entitlement to such expenses shall include those incurred in connectionwith any Proceeding by Indemnitee seeking an adjudication or award in arbitration pursuantto this Agreement. Such statement or statements shall reasonably evidence the expensesincurred by Indemnitee in connection therewith and shall include or be accompanied by anundertaking by or on behalf of Indemnitee to repay such amount if it is ultimatelydetermined that Indemnitee is not entitled to be indemnified against such expenses by theCompany as provided by this Agreement or otherwise. Subject to clause 10, the Company shallhave the burden of proof in any determination under this clause 6. No amounts advancedhereunder shall be deemed an extension of credit by the Company to Indemnitee. **7.** **REMEDIES OF INDEMNITEE IN CASES OF DETERMINATION NOT TO INDEMNIFY OR TO ADVANCE EXPENSES** 7.1 In the event that: (a) a determination is made that Indemnitee is not entitled toindemnification hereunder; (b) payment has not been timely made following a determination ofentitlement to indemnification pursuant to clause 5; or (c) expenses are not advanced pursuantto clause 6, Indemnitee shall be entitled to apply to the Court or any other court ofcompetent jurisdiction for a determination of Indemnitee’s entitlement to such indemnificationor advance. 7.2 Alternatively to sub-clause 7.1, 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
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  the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek anysuch adjudication or award in arbitration or any other claim.7.3 A judicial proceeding or arbitration pursuant to this clause 7 shall be made de novo andIndemnitee shall not be prejudiced by reason of a determination otherwise made hereunder (ifso made) that Indemnitee is not entitled to indemnification. Subject to clause 10, if adetermination is made pursuant to the terms of clause 5 that Indemnitee is entitled toindemnification, the Company shall be bound by such determination and is precluded fromasserting that such determination has not been made or that the procedure by which suchdetermination was made is not valid, binding and enforceable. If the court or arbitratorshall determine that Indemnitee is entitled to any indemnification hereunder, the Companyshall pay all reasonable expenses (including attorneys’ fees and disbursements) actuallyincurred by Indemnitee in connection with such adjudication or award in arbitration(including, but not limited to, any appellate proceedings). **8.** **OTHER RIGHTS TO INDEMNIFICATION**   The indemnification and advancement of expenses (including attorneys’ fees) provided by thisAgreement shall not be deemed exclusive of any other right to which Indemnitee may now or inthe future be entitled under any provision of the Company’s bye-laws, any agreement, vote ofshareholders, the Board or Disinterested Directors, provision of law, or otherwise;provided, however, that: (a) 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 (except that this Agreement shall not supersede that certainIndemnification Agreement entered into on or about the date hereof between Indemnitee andWeatherford International, Inc., a subsidiary of the Company, it being the intention of theParties that Indemnitee shall be entitled to the indemnification provided under either orboth agreements to the fullest extent permitted by law); and (b) where the Company mayindemnify the Indemnitee pursuant to either this Agreement or the bye-laws of the Company,the Company may indemnify the Indemnitee under either this Agreement or the bye-laws but theIndemnitee shall, in no case, be indemnified by the Company in respect of any expense,liability or cost of any type for which payment is or has been actually made to Indemniteeunder any insurance policy, indemnity clause, bye-law or agreement, except in respect of anyexcess beyond such payment. **9.** **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 awardin arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of,this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, shallbe entitled to recover from the Company and shall be indemnified by the Company against, anyactual expenses for attorneys’ fees and disbursements reasonably incurred by Indemnitee,provided that in bringing such action, Indemnitee acted in good faith.
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**10.** **LIMITATION OF INDEMNIFICATION**   Notwithstanding any other terms of this Agreement, nothing herein shall indemnify theIndemnitee against, or exempt the Indemnitee from, any liability in respect of theIndemnitee’s fraud or dishonesty. **11.** **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 anyCompany director or officer. **12.** **DURATION OF AGREEMENT**   This Agreement shall apply with respect to Indemnitee’s occupation of any of the position(s)described in sub-clause 3.1 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 theIndemnitee may have ceased to occupy such positions(s). **13.** **NOTICE OF PROCEEDINGS BY INDEMNITEE** 13.1 Indemnitee agrees promptly to notify the Company in writing upon being served with anysummons, citation, subpoena, complaint, indictment, information or other document relating toany Proceeding which may be subject to indemnification hereunder, provided, however, that thefailure to so notify the Company will not relieve the Company from any liability it may haveto Indemnitee except to the extent that such failure materially prejudices the Company’sability to defend such claim. With respect to any such Proceeding as to which Indemniteenotifies the Company of the commencement thereof: 13.1.1 the Company will be entitled to participate therein at its own expense; and  13.1.2 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 assumethe defense thereof, with counsel reasonably satisfactory to Indemnitee. After noticefrom the Company to Indemnitee of its election so to assume the defense thereof, theCompany will not be liable to Indemnitee under this Agreement for any legal or otherexpenses subsequently incurred by Indemnitee in connection with the defense thereofother than reasonable costs of investigation or as otherwise provided below. Indemniteeshall have the right to employ Indemnitee’s own counsel in such Proceeding, but thefees and expenses of such counsel incurred after notice from the Company of itsassumption of the defense thereof shall be at the expense of Indemnitee and not subjectto indemnification hereunder unless (a) the employment of counsel by Indemnitee hasbeen authorized by the Company; (b) in the reasonable opinion of counsel to Indemniteethere is or may be a conflict of interest between the Company and
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   Indemnitee in the conduct of the defense of such Proceeding; or (c) the Companyshall not in fact have employed counsel to assume the defense of such action, ineach of which cases, subject to clause 10, the fees and expenses of counsel shall beat the expense of the Company.13.2 Neither the Company nor the Indemnitee shall settle any claim without the prior writtenconsent of the other (which shall not be unreasonably withheld). **14.** **NOTICES**   Any notice required to be given hereunder shall be in writing in the English language andshall be served by sending the same by prepaid recorded post, facsimile or by delivering thesame by hand to the address of the Party or Parties in question as set out below (or suchother address as such Party or Parties shall notify the other Parties of in accordance withthis clause). Any notice sent by post as provided in this clause shall be deemed to havebeen served five Business Days after despatch and any notice sent by facsimile as providedin this clause shall be deemed to have been served at the time of despatch and in provingthe service of the same it will be sufficient to prove in the case of a letter that suchletter was properly stamped, addressed and placed in the post; and in the case of afacsimile that such facsimile was duly despatched to a current facsimile number of theaddressee.   Company —   Weatherford International Ltd.   c/o Weatherford International, Inc.515 Post Oak Park, Suite 600Houston, Texas 77027-3415Attn: Secretary   Fax:                    713-693-4484   Indemnitee —Name:                Carel W. HoyerAddress:            515 Post Oak Boulevard, Suite 600                           Houston, Texas 77027Fax:                     (713) 693-4410 **15.** **MISCELLANEOUS** 15.1 Notwithstanding the expiration or termination of this Agreement howsoever arising, suchexpiration or termination shall not operate to affect such of the provisions hereof as areexpressed or intended to remain in full force and effect.
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15.2 If any of the clauses, conditions, covenants or restrictions of this Agreement or any deed ordocument emanating from it shall be found to be void but would be valid if some part thereofwere deleted or modified, then such clause, condition, covenant or restriction shall applywith such deletion or modification as may be necessary to make it valid and effective so as togive effect as nearly as possible to the intent manifested by such clause, condition, covenantor restriction. 15.3 This Agreement shall be binding upon the Company and its successors and assigns (includingany transferee of all or substantially all of its assets and any successor or resultingcompany by merger, amalgamation or operation of law) and shall inure to the benefit ofIndemnitee and Indemnitee’s spouse, assigns, heirs, estate, devises, executors, administratorsor other legal representatives. 15.4. This Agreement (together with any documents referred to herein) constitutes the wholeagreement between the Parties relating to its subject matter and supersedes any priorindemnification arrangement between the Company (or its predecessor) and Indemnitee (except asspecifically set forth in clause 8). 15.5 No provision in this Agreement may be amended unless such amendment is agreed to in writing,signed by the Indemnitee and by a duly authorised officer of the Company. No waiver by eitherParty of any breach by the other Party of any condition or provision of this Agreement to beperformed by such other Party shall be deemed a waiver of a similar or dissimilar condition orprovision at the same or any prior or subsequent time. Any waiver must be in writing andsigned by the Indemnitee or a duly authorised officer of the Company, as the case may be. 15.6 The headings in this Agreement are inserted for convenience only and shall not affect theconstruction of this Agreement. 15.7 This Agreement may be executed in counterparts each of which when executed and deliveredshall constitute an original but all such counterparts together shall constitute one and thesame instrument. 15.8 The terms and conditions of this Agreement and the rights of the parties hereunder shall begoverned by and construed in all respects in accordance with the laws of the Islands ofBermuda. The parties to this Agreement hereby irrevocably agree that the courts of Bermudashall have non-exclusive jurisdiction in respect of any dispute, suit, action, arbitration orproceedings (“Agreement Proceedings”) which may arise out of or in connection with thisAgreement and waive any objection to Agreement Proceedings in the courts of Bermuda on thegrounds of venue or on the basis that the Agreement Proceedings have been brought in aninconvenient forum. 15.9 All payments made by the Company to Indemnitee hereunder shall be deemed to have been made inthe ordinary course of business of the Company, and shall not be deemed to be extraordinarypayments.
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IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have duly executed thisAgreement as of the date first written above.                SIGNED by and on behalf of)      THE COMPANY)    /s/ BURT M. MARTIN         in the presence of:)    Name: Burt M. Martin       Title: Senior Vice President         Witness:  /s/ Kathleen Marino               Name:       Kathleen Marino               SIGNED by)      THE INDEMNITEE)    /s/ CAREL W. HOYER in the presence of:)    Name: Carel W. Hoyer         Witness:  /s/ Beth Murrell                     Name:       Beth Murrell       
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