Browse > Home / CompanyIntelligence / Well Services / Weatherford / Plans

Weatherford International Ltd.

Plans

Page 1 of 11

$38	Preview Full Doc	2003	Foreign Executive Deferred Compensation Stock Plan Foreign Executive Deferred Compensation Stock Plan (51K) Doc #253084: Click preview link for longer preview. WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN AMENDMENT AND RESTATEMENT EFFECTIVE MAY 9, 2003 {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN WHEREAS, Weatherford International, Inc. has executed and maintains the Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan (formerly known as the Energy Ventures, Inc. Foreign Executive Deferred Compensation Stock Plan) (the "Plan") for a select group of key foreign employees; WHEREAS, the Board of Directors has the authority to amend the Plan from time to time pursuant to Section 9.1 of the Plan; WHEREAS, it has been determined that the Plan should be completely amended, restated and continued without a gap or lapse in coverage, time or effect which would cause any Participant to become fully vested or entitled to distribution; NOW, THEREFORE, the Board of Directors declares that the Plan is hereby amended and restated in its entirety effective as of May 9, 2003, as follows: {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN TABLE OF CONTENTS {TABLE} {CAPTION} Section ------- {S} {C} {C} ARTICLE I -- DEFINITIONS Account.............................................................................................1.1 Assets..............................................................................................1.2 Basic Benefit.......................................................................................1.3 Beneficiary.........................................................................................1.4 Board of Directors..................................................................................1.5 Change of Control...................................................................................1.6 Code................................................................................................1.7 Committee...........................................................................................1.8 Common Shares.......................................................................................1.9 Company.............................................................................................1.10 Compensation........................................................................................1.11 Disability..........................................................................................1.12 Entity..............................................................................................1.13 Foreign Deferred Compensation Ledger................................................................1.14 Grant Spin-Off......................................................................................1.15 Grant Stock.........................................................................................1.16 Parent..............................................................................................1.17 Parent Board........................................................................................1.18 Participant.........................................................................................1.19 Person..............................................................................................1.20 Plan................................................................................................1.21 Plan Year...........................................................................................1.22 Retirement..........................................................................................1.23 Subsidiary..........................................................................................1.24 Vesting Date........................................................................................1.25 Weatherford.........................................................................................1.26 Year of Service.....................................................................................1.27 ARTICLE II - ELIGIBILITY ARTICLE III - BASIC BENEFIT ACCRUALS General Basic Benefit Accruals......................................................................3.1 Reduction of Basic Benefit Accruals.................................................................3.2 ARTICLE IV - ACCOUNT Establishing a Participant's Account................................................................4.1 Basic Benefit Account...............................................................................4.2 Gauge for Determining Benefits......................................................................4.3 Adjustments for the Grant Spin-Off..................................................................4.4 {/TABLE} -i- {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN TABLE OF CONTENTS {TABLE} {CAPTION} Section ------- {S} {C} {C} ARTICLE V - VESTING ARTICLE VI - DISTRIBUTIONS Death...............................................................................................6.1 Disability..........................................................................................6.2 Retirement..........................................................................................6.3 Termination Prior to Death, Disability or Retirement................................................6.4 Forfeiture for Cause................................................................................6.5 Responsibility for Distributions and Withholding of Taxes...........................................6.6 Distribution Determination Date.....................................................................6.7 Reservation of Shares...............................................................................6.8 ARTICLE VII - ADMINISTRATION Committee Appointment...............................................................................7.1 Committee Organization and Voting...................................................................7.2 Powers of the Committee.............................................................................7.3 Committee Discretion................................................................................7.4 Annual Statements...................................................................................7.5 Reimbursement of Expenses...........................................................................7.6 ARTICLE VIII - ADOPTION BY SUBSIDIARIES Procedure for and Status after Adoption.............................................................8.1 Termination of Participation by Adopting Subsidiary.................................................8.2 ARTICLE IX - AMENDMENT AND/OR TERMINATION Amendment or Termination of the Plan................................................................9.1 No Retroactive Effect on Awarded Benefits...........................................................9.2 Effect of Termination...............................................................................9.3 ARTICLE X - PAYMENT Payments under this Agreement Are the Obligation of the Company....................................10.1 Participants Must Rely Only on General Credit of the Company.......................................10.2 ARTICLE XI - MISCELLANEOUS Limitation of Rights...............................................................................11.1 Distribution to Minor or Incapacitated Person......................................................11.2 Nonalienation of Benefits..........................................................................11.3 Reliance upon Information..........................................................................11.4 Severability.......................................................................................11.5 Notice.............................................................................................11.6 Gender and Number..................................................................................11.7 {/TABLE} -ii- {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN TABLE OF CONTENTS {TABLE} {CAPTION} Section ------- {S} {C} {C} Governing Law......................................................................................11.8 {/TABLE} -iii- {PAGE} ARTICLE I DEFINITIONS 1.1 "ACCOUNT" means all ledger accounts pertaining to a Participant which are maintained by the Committee to reflect the amount of deferred compensation due the Participant. The Committee shall establish the following Account and any additional Accounts that the Committee considers necessary: Basic Benefit Account - The Company's accrual of 15 percent of Compensation for each Participant, or such lesser amount as the Committee establishes pursuant to Section 3.2 1.2 "ASSETS" means assets of any kind owned by the Parent, including but not limited to securities of the Parent's direct or indirect subsidiaries and the assets of the Parent's direct or indirect subsidiaries. 1.3 "BASIC BENEFIT" means the accrual made by the Company for the benefit of a Participant equal to 15 percent of the Participant's Compensation, or such lesser amount as the Committee establishes pursuant to Section 3.2. 1.4 "BENEFICIARY" means a person or entity designated by the Participant under the terms of the Plan to receive any amounts distributed under the Plan upon the death of the Participant. 1.5 "BOARD OF DIRECTORS" means the Board of Directors of Weatherford. 1.6 "CHANGE OF CONTROL" means the occurrence of an event set forth in any one of the following paragraphs of this Section 1.5: (i) any Person is or becomes the Beneficial Owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time ("Exchange Act")), directly or indirectly, of 20 percent or more of either (A) the then outstanding Common Shares (the "Outstanding Parent Common Shares") or (B) the combined I-1 {PAGE} voting power of the then outstanding voting securities of the Parent entitled to vote generally in the election of directors (the "Outstanding Parent Voting Securities"), excluding any Person who becomes such a Beneficial Owner in connection with a transaction that complies with clauses (A), (B) and (C) of paragraph (iii) below; (ii) individuals, who, as of the date hereof, constitute the Parent Board (the "Incumbent Board") cease for any reason to constitute at least two-thirds of the Parent Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Parent's shareholders, was approved by a vote of at least two-thirds of the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Parent Board; or (iii) the consummation of a reorganization, merger, amalgamation, consolidation or similar transaction of the Parent or any of its subsidiaries or the sale, transfer or other disposition of all or substantially all of the Assets (a "Corporate Transaction"), unless, following such Corporate Transaction or series of related Corporate Transactions, as the case may be, (A) all of the individuals and Entities who were the beneficial owners, respectively, of the Outstanding Parent Common Shares and Outstanding Parent Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 66 2/3 percent of, respectively, the then outstanding common shares and the combined voting power of the 253084	Weatherford Weatherford International Ltd. ( Oil Well Services & Equipment ) As referenced in this Foreign Executive Deferred Compensation Stock Plan: Weatherford International Ltd – Prideco, Inc. 1.16 "GRANT STOCK" means the common stock, U.S.$.01 par value, of Grant Prideco, Inc. 1.17 "PARENT" means Weatherford International Ltd ., a Bermuda exempted company, which has assumed the rights, duties and obligations of Weatherford under the Plan, or any successor of Weatherford _____________ Weatherford International Ltd – International Ltd., a Bermuda exempted company, which has assumed the rights, duties and obligations of Weatherford under the Plan, or any successor of Weatherford International Ltd . into which Weatherford International Ltd. is merged, consolidated or amalgamated. 1.18 "PARENT BOARD" means the Board of Directors of the Parent. _____________ Weatherford International Ltd – company, which has assumed the rights, duties and obligations of Weatherford under the Plan, or any successor of Weatherford International Ltd. into which Weatherford International Ltd . is merged, consolidated or amalgamated. 1.18 "PARENT BOARD" means the Board of Directors of the Parent. 1.19 "PARTICIPANT" means a _____________ dt 108733 ; Grant Prideco Grant Prideco, Inc. ( Oil Well Services & Equipment ) As referenced in this Foreign Executive Deferred Compensation Stock Plan: Grant Prideco, Inc. – program that is subject to regulation under such statute). 1.12 "DISABILITY" means a physical or mental condition that prevents the Participant from earning a reasonable livelihood with any Company, Grant Prideco, Inc. or any subsidiary of I-4 {PAGE} Grant Prideco, Inc. and which was not the result of having engaged in a felonious criminal enterprise, alcoholism, addiction to narcotics or _____________ Grant Prideco, Inc. – 12 "DISABILITY" means a physical or mental condition that prevents the Participant from earning a reasonable livelihood with any Company, Grant Prideco, Inc. or any subsidiary of I-4 {PAGE} Grant Prideco, Inc. and which was not the result of having engaged in a felonious criminal enterprise, alcoholism, addiction to narcotics or service in the Armed Forces. The Committee's determination of _____________ Grant Prideco, Inc. – which reflects the Basic Benefit credited to his Account. 1.15 "GRANT SPIN-OFF" means the distribution by Weatherford to its stockholders of all the outstanding shares of stock of Grant Prideco, Inc. 1.16 "GRANT STOCK" means the common stock, U.S.$.01 par value, of Grant Prideco, Inc. 1.17 "PARENT" means Weatherford International Ltd., a Bermuda exempted company, which _____________ Grant Prideco, Inc. – by Weatherford to its stockholders of all the outstanding shares of stock of Grant Prideco, Inc. 1.16 "GRANT STOCK" means the common stock, U.S.$.01 par value, of Grant Prideco, Inc. 1.17 "PARENT" means Weatherford International Ltd., a Bermuda exempted company, which has assumed the rights, duties and obligations of Weatherford under the Plan, or any successor of Weatherford _____________ Grant Prideco, Inc. – 22 "PLAN YEAR" means a one-year period which coincides with the calendar year. 1.23 "RETIREMENT" means the retirement of a Participant from any Company covered by the Plan, Grant Prideco, Inc. or any subsidiary of Grant Prideco, Inc. on or after attaining age 60 under its retirement policy. 1.24 "SUBSIDIARY" means any wholly owned foreign subsidiary of Weatherford. 1. _____________ dt 1318673 ; Grant Prideco Grant Prideco, Inc. ( Oil Well Services & Equipment ) As referenced in this Foreign Executive Deferred Compensation Stock Plan: Grant Prideco, Inc. – program that is subject to regulation under such statute). 1.12 "DISABILITY" means a physical or mental condition that prevents the Participant from earning a reasonable livelihood with any Company, Grant Prideco, Inc. or any subsidiary of I-4 {PAGE} Grant Prideco, Inc. and which was not the result of having engaged in a felonious criminal enterprise, alcoholism, addiction to narcotics or _____________ Grant Prideco, Inc. – 12 "DISABILITY" means a physical or mental condition that prevents the Participant from earning a reasonable livelihood with any Company, Grant Prideco, Inc. or any subsidiary of I-4 {PAGE} Grant Prideco, Inc. and which was not the result of having engaged in a felonious criminal enterprise, alcoholism, addiction to narcotics or service in the Armed Forces. The Committee's determination of _____________ Grant Prideco, Inc. – which reflects the Basic Benefit credited to his Account. 1.15 "GRANT SPIN-OFF" means the distribution by Weatherford to its stockholders of all the outstanding shares of stock of Grant Prideco, Inc. 1.16 "GRANT STOCK" means the common stock, U.S.$.01 par value, of Grant Prideco, Inc. 1.17 "PARENT" means Weatherford International Ltd., a Bermuda exempted company, which _____________ Grant Prideco, Inc. – by Weatherford to its stockholders of all the outstanding shares of stock of Grant Prideco, Inc. 1.16 "GRANT STOCK" means the common stock, U.S.$.01 par value, of Grant Prideco, Inc. 1.17 "PARENT" means Weatherford International Ltd., a Bermuda exempted company, which has assumed the rights, duties and obligations of Weatherford under the Plan, or any successor of Weatherford _____________ Grant Prideco, Inc. – 22 "PLAN YEAR" means a one-year period which coincides with the calendar year. 1.23 "RETIREMENT" means the retirement of a Participant from any Company covered by the Plan, Grant Prideco, Inc. or any subsidiary of Grant Prideco, Inc. on or after attaining age 60 under its retirement policy. 1.24 "SUBSIDIARY" means any wholly owned foreign subsidiary of Weatherford. 1. _____________ dt 1318689 ;	Weatherford Weatherford International Inc. ( Oil Well Services & Equipment ) As referenced in this Foreign Executive Deferred Compensation Stock Plan: WEATHERFORD INTERNATIONAL, INC. – {DOCUMENT} {TYPE}EX-10.4 {SEQUENCE}6 {FILENAME}h07960exv10w4.txt {DESCRIPTION}FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN {TEXT} {PAGE} EXHIBIT 10.4 WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN AMENDMENT AND RESTATEMENT EFFECTIVE MAY 9, 2003 {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN WHEREAS, Weatherford International, Inc. has executed _____________ WEATHERFORD INTERNATIONAL, INC. – txt {DESCRIPTION}FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN {TEXT} {PAGE} EXHIBIT 10.4 WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN AMENDMENT AND RESTATEMENT EFFECTIVE MAY 9, 2003 {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN WHEREAS, Weatherford International, Inc. has executed and maintains the Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan (formerly known as the Energy _____________ Weatherford International, Inc. – EXHIBIT 10.4 WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN AMENDMENT AND RESTATEMENT EFFECTIVE MAY 9, 2003 {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN WHEREAS, Weatherford International, Inc. has executed and maintains the Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan (formerly known as the Energy Ventures, Inc. Foreign Executive Deferred Compensation Stock Plan) (the "Plan") _____________ Weatherford International, Inc. – DEFERRED COMPENSATION STOCK PLAN AMENDMENT AND RESTATEMENT EFFECTIVE MAY 9, 2003 {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN WHEREAS, Weatherford International, Inc. has executed and maintains the Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan (formerly known as the Energy Ventures, Inc. Foreign Executive Deferred Compensation Stock Plan) (the "Plan") for a select group of key foreign employees; _____________ WEATHERFORD INTERNATIONAL, INC. – entitled to distribution; NOW, THEREFORE, the Board of Directors declares that the Plan is hereby amended and restated in its entirety effective as of May 9, 2003, as follows: {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN TABLE OF CONTENTS {TABLE} {CAPTION} Section ------- {S} {C} {C} ARTICLE I -- DEFINITIONS Account.............................................................................................1.1 Assets..............................................................................................1.2 Basic Benefit.......................................................................................1.3 Beneficiary......................................................................................... _____________ dt 1320110 ; Weatherford Weatherford International Inc. ( Oil Well Services & Equipment ) As referenced in this Foreign Executive Deferred Compensation Stock Plan: WEATHERFORD INTERNATIONAL, INC. – {DOCUMENT} {TYPE}EX-10.4 {SEQUENCE}6 {FILENAME}h07960exv10w4.txt {DESCRIPTION}FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN {TEXT} {PAGE} EXHIBIT 10.4 WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN AMENDMENT AND RESTATEMENT EFFECTIVE MAY 9, 2003 {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN WHEREAS, Weatherford International, Inc. has executed _____________ WEATHERFORD INTERNATIONAL, INC. – txt {DESCRIPTION}FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN {TEXT} {PAGE} EXHIBIT 10.4 WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN AMENDMENT AND RESTATEMENT EFFECTIVE MAY 9, 2003 {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN WHEREAS, Weatherford International, Inc. has executed and maintains the Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan (formerly known as the Energy _____________ Weatherford International, Inc. – EXHIBIT 10.4 WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN AMENDMENT AND RESTATEMENT EFFECTIVE MAY 9, 2003 {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN WHEREAS, Weatherford International, Inc. has executed and maintains the Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan (formerly known as the Energy Ventures, Inc. Foreign Executive Deferred Compensation Stock Plan) (the "Plan") _____________ Weatherford International, Inc. – DEFERRED COMPENSATION STOCK PLAN AMENDMENT AND RESTATEMENT EFFECTIVE MAY 9, 2003 {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN WHEREAS, Weatherford International, Inc. has executed and maintains the Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan (formerly known as the Energy Ventures, Inc. Foreign Executive Deferred Compensation Stock Plan) (the "Plan") for a select group of key foreign employees; _____________ WEATHERFORD INTERNATIONAL, INC. – entitled to distribution; NOW, THEREFORE, the Board of Directors declares that the Plan is hereby amended and restated in its entirety effective as of May 9, 2003, as follows: {PAGE} WEATHERFORD INTERNATIONAL, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN TABLE OF CONTENTS {TABLE} {CAPTION} Section ------- {S} {C} {C} ARTICLE I -- DEFINITIONS Account.............................................................................................1.1 Assets..............................................................................................1.2 Basic Benefit.......................................................................................1.3 Beneficiary......................................................................................... _____________ dt 1441136
$32	Preview Full Doc	2004	Trust Under Nonqualified Executive Retirement Plan Trust Under Nonqualified Executive Retirement Plan (33K) Doc #253054: Click preview link for longer preview. TRUST UNDER WEATHERFORD INTERNATIONAL LTD. NONQUALIFIED EXECUTIVE RETIREMENT PLAN THIS AGREEMENT is made this 23rd day of March, 2004, by and between Weatherford International Ltd. ("Company") and Wachovia Bank, National Association, as Trustee for Trust under Weatherford International Ltd. Nonqualified Executive Retirement Plan ("Trustee"); WHEREAS, the Company has adopted the Weatherford International Ltd. Nonqualified Executive Retirement Plan ("Plan"); and WHEREAS, the Company has incurred or expects to incur liability under the terms of the Plan; and WHEREAS, the Company wishes to establish a trust (hereinafter called "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan; and WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan: NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows: 1. Establishment of Trust . (a) The Company hereby deposits with Trustee in trust one dollar ($1.00), which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) The Trust hereby established is revocable by the Company except that the Trust shall become irrevocable in accordance with Section 12. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. {PAGE} (d) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) Upon a Change of Control, the Company shall, as soon as possible, but in no event longer than fifteen (15) days following the Change of Control or such shorter period as required to make payments under the terms of the Plan, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plan, plus anticipated administrative and Trustee's fees and expenses, as of the date on which the Change of Control occurred. Thereafter, as of the last day of each subsequent calendar year, the Company shall, as soon as possible, but in no event longer than fifteen (15) days following such date, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plan, plus anticipated administrative and Trustee's fees and expenses, as of such date. Notwithstanding the foregoing, contributions under this Section 1(e) shall be required only to the extent, if any, that the assets of the Trust are insufficient to pay all benefits due under the Plan, plus anticipated fees and expenses, as of the applicable date. 2. Payments to Plan Participants and Their Beneficiaries. (a) The Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions reasonably acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. (c) The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable -2- {PAGE} to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. Trustee shall notify the Company where principal and earnings are not sufficient. 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent. (a) The Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. The Company shall be 253054	Weatherford Weatherford International Ltd. ( Oil Well Services & Equipment ) As referenced in this Trust Under Nonqualified Executive Retirement Plan: WEATHERFORD INTERNATIONAL LTD – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}2 {FILENAME}h14974exv10w1.txt {DESCRIPTION}NONQUALIFIED EXECUTIVE RETIREMENT PLAN {TEXT} {PAGE} EXHIBIT 10.1 TRUST UNDER WEATHERFORD INTERNATIONAL LTD . NONQUALIFIED EXECUTIVE RETIREMENT PLAN THIS AGREEMENT is made this 23rd day of March, 2004, by and between Weatherford International Ltd. ("Company") and _____________ Weatherford International Ltd – 1 TRUST UNDER WEATHERFORD INTERNATIONAL LTD. NONQUALIFIED EXECUTIVE RETIREMENT PLAN THIS AGREEMENT is made this 23rd day of March, 2004, by and between Weatherford International Ltd . ("Company") and Wachovia Bank, National Association, as Trustee for Trust under Weatherford International Ltd. Nonqualified Executive Retirement Plan ("Trustee"); WHEREAS, the Company _____________ Weatherford International Ltd – this 23rd day of March, 2004, by and between Weatherford International Ltd. ("Company") and Wachovia Bank, National Association, as Trustee for Trust under Weatherford International Ltd . Nonqualified Executive Retirement Plan ("Trustee"); WHEREAS, the Company has adopted the Weatherford International Ltd. Nonqualified Executive Retirement Plan ("Plan"); and WHEREAS, the _____________ Weatherford International Ltd – Wachovia Bank, National Association, as Trustee for Trust under Weatherford International Ltd. Nonqualified Executive Retirement Plan ("Trustee"); WHEREAS, the Company has adopted the Weatherford International Ltd . Nonqualified Executive Retirement Plan ("Plan"); and WHEREAS, the Company has incurred or expects to incur liability under the terms of the Plan; _____________ Weatherford International Ltd – of this Trust Agreement shall be March 23, 2004. -10- {PAGE} IN WITNESS WHEREOF the foregoing Agreement was executed on March 23, 2004. Weatherford International Ltd . Wachovia Bank, National Association, as Trustee for Trust under Weatherford International Ltd. Nonqualified Executive Retirement Plan By: /s/ JON R. NICHOLSON By: / _____________ dt 108708 ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Trust Under Nonqualified Executive Retirement Plan: Wachovia Bank, – LTD. NONQUALIFIED EXECUTIVE RETIREMENT PLAN THIS AGREEMENT is made this 23rd day of March, 2004, by and between Weatherford International Ltd. ("Company") and Wachovia Bank, National Association, as Trustee for Trust under Weatherford International Ltd. Nonqualified Executive Retirement Plan ("Trustee"); WHEREAS, the Company has adopted the Weatherford _____________ Wachovia Bank, – Agreement shall be March 23, 2004. -10- {PAGE} IN WITNESS WHEREOF the foregoing Agreement was executed on March 23, 2004. Weatherford International Ltd. Wachovia Bank, National Association, as Trustee for Trust under Weatherford International Ltd. Nonqualified Executive Retirement Plan By: /s/ JON R. NICHOLSON By: /s/ JOHN _____________ dt 119632