AMENDMENT AND RESTATEMENT OF THE VARCO INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Effective as of November 15, 2001) AMENDMENT AND RESTATEMENT OF THE VARCO INTERNATIONAL, INC.

Exhibit 10.6

AMENDMENT AND RESTATEMENT OF THE
VARCO INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective as of November 15, 2001)

AMENDMENT AND RESTATEMENT OF THE

VARCO INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective as of November 15, 2001)

ARTICLE I
PURPOSE AND DEFINITIONS

          1.01     Purpose and Effect of Amendments.  The purpose of this VARCO INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the “Plan”) is to provide supplemental pension benefits to certain employees of VARCO INTERNATIONAL, INC. (the “Company”).  The Plan was originally effective January 1, 1991, and replaced and superseded any prior non-qualified Supplemental Executive Retirement Plans then in effect.

          Pursuant to the Agreement and Plan of Merger, dated as of March 22, 2000, between Tuboscope Inc., a Delaware corporation (“Tuboscope”), and Varco International, Inc., a California corporation (“Old Varco”), Old Varco was merged with and into Tuboscope effective as of May 30, 2000.  Effective upon the merger, Tuboscope, as successor to the merger, was renamed “Varco International Inc.” and succeeded to the obligations of Old Varco under the Plan.  The “Company,” as used herein, refers to Varco International, Inc., a Delaware corporation and the surviving corporation in such merger on and after May 30, 2000 and refers to Old Varco before May 30, 2000.

          The Plan is hereby amended and restated effective as of November 15, 2001 (the “Effective Date”).  The terms of the Plan, as so amended and restated on the Effective Date, shall apply to each Participant who is an employee of the Company or one of its subsidiaries on or after the Effective Date and is listed on Exhibit A hereto.  The terms of the Plan in effect prior to the Effective Date shall continue to apply to all other Participants in the Plan and listed on Exhibit B hereto.

          1.02     Definitions.  The following terms have the meanings set forth below.

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ARTICLE II
ELIGIBILITY AND PARTICIPATION

          2.01     Eligibility.  Each employee who is an executive officer of the Company and is designated by the Board for eligibility in this Plan will be eligible to become a Participant with respect to the benefits provided under Article III.

          2.02     Participation.  Each employee who is eligible to become a Participant under Section 2.01 will become a Participant at the time he is designated a Participant by the Board and such employee acknowledges the terms of such employee’s participation in the Plan in writing on a form provided by the Committee. 

          In addition, the employees who hold the following positions on the Effective Date shall become Participants effective as of the Effective Date:  Chairman and Chief Executive Officer; President and Chief Operating Officer; Executive Vice President and Chief Financial Officer; President, Drilling Equipment; President, Services; Vice President and General Counsel; Vice President, Human Resources and Administration; and Vice President, Corporate Development.  The employees who hold such positions as executive officers of the Company as of the Effective Date are listed on Exhibit A hereto. 

          2.03     Termination of Participation.  A Participant’s participation hereunder will terminate when all of his benefits under the Plan have been paid in full.

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ARTICLE III
BENEFITS

          3.01     Benefits for Normal Retirement 

          3.02     Benefits for Early Retirement or Termination of Employment Prior to Normal Retirement

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          3.03     Benefits for Death.   In the event of the death of the Participant while employed, the Participant’s Spouse shall have a non-forfeitable right to receive the Participant’s Normal Retirement benefit (not prorated pursuant to Section 3.02(a)) pursuant to Section 3.01, commencing at the time of death.

          3.04     Benefits for Long-Term Disability.  In the event of the Participant’s Disability while employed, the Participant shall have a non-forfeitable right to receive the same benefit as a Normal Retirement benefit (not prorated pursuant to Section 3.02 (a)) pursuant to Section 3.01, but payable at age 65 or death, if earlier.  If the Participant recovers from Disability before reaching age 65, he will be treated as Retired on the date of his recovery, unless he returns to work with the Company at such time.

          3.05     Benefit upon Termination of Supplemental Executive Retirement Plan.  In the event of the termination of the Plan, each eligible Participant shall have a non-forfeitable right to receive the same benefits as if the Plan was not terminated.

          3.06     Time and Manner of Payment.   The benefits payable under the Plan will be paid as set forth herein:

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          3.07     Funding of Benefits.  The benefits payable under the Plan may be funded by periodic contributions to a Trust based upon determinations made by an actuary.

ARTICLE IV
VESTING

          4.01     Vesting.  If a Participant’s employment service is terminated prior to Normal Retirement, he shall be entitled to receive the vested percentage of his benefits pursuant to Article III in accordance with the following schedule:

Notwithstanding the forgoing, in the event of a Change in Control, the Participant shall be 100% vested in his benefit payable pursuant to Article III.

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ARTICLE V
ADMINISTRATION

          5.01     Administrative Powers and Duties.  The Committee shall administer the Plan.  The Committee may authorize one or more officers of the Company to act on behalf of the Committee with respect to administration of the Plan (the “Administrator”), in coordination with and under the direction of the Committee. All policy and discretionary decisions will be the responsibility of the Committee, and the Administrator will act under the direction of the Committee.  The Committee and Administrator will adopt rules that are consistent with Plan provisions.

          The Committee and/or the Administrator may retain auditors, accountants, legal counsel, and any other counsel it selects.  A Committee member or Administrator may himself act in any such capacity, acting in a similar capacity for the Company, and may be an employee of the Company.  The opinion of any such auditor, accountant, legal counsel, or other counsel will be full and complete authority, and the Committee and Administrator will be protected in respect to any action it takes or omits in good faith and in accordance with such opinion.

          The Board may assume any or all of the responsibilities and powers of the Committee under the Plan at any time and from time to time.  If a Committee or Board member is a Participant, he will not be allowed to vote on any decision that applies only to him or his Plan benefits.

          5.02     Expenses.  The Company will pay or reimburse the Committee and/or Administrator, as applicable, for all reasonable expenses incurred by the Committee and Administrator in the administration of the Plan, including the fees and compensation for the persons referred to in the second paragraph of Section 6.01.

ARTICLE VI
MISCELLANEOUS PROVISIONS

          6.01     Employment and Other Rights.  Nothing contained herein will require the Company to continue any Participant in its employ, or require any Participant to continue in the employ of the Company, nor does the Plan create any rights of any Participant or Spouse, nor any obligations on the part of the Company, other than those set forth herein.  The benefits payable under this Plan will be independent of, and in addition to, any other agreements that may exist from time to time concerning any other compensation or benefits payable by the Company.

          6.02     Right to Benefits.  The sole interest of each Participant and each Beneficiary of a Participant under the Plan will be to receive the benefit provided herein as and when the same becomes due and payable in accordance with the terms hereof, and neither any Participant nor any Beneficiary of the Participant will have any right, title, or interest in or to any of the specific assets of the company.  All benefits hereunder will be paid solely from the general assets of the Company, and the Company will not maintain any separate fund or other segregated assets to provide any benefits hereunder.  In no manner will any assets of the Company be deemed or construed through any of the provisions of this Plan to be held in trust for the benefit of any Participant or  Spouse or to be collateral security for the performance of the obligations imposed by this Plan on the Company.  The rights of any Participant hereunder and any Spouse of the Participant will be solely those of a general unsecured creditor of the Company.

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          6.03     Amendment and Termination.  While the Company hopes to continue this Plan indefinitely, the Plan may be amended, suspended, or terminated at any time by the Board or the Committee.  In the event it should at any time be determined for any reason by an applicable agency of the United States government or by any court of applicable jurisdiction that the Plan does not qualify for the exclusion of ERISA Sections 201(2), 301(a)(3), and 401(a)(1), the affected portion of the Plan will be deemed terminated as of the date of such determination unless alternative action is taken by the Board.  Notwithstanding the foregoing, no such amendment, suspension or termination of the Plan may in any way adversely alter or impair any of the rights of the then existing Participants under the Plan.

          6.04     No Duty to Mitigate.  No Participant shall be required to mitigate the amount of any benefit provided for in this Plan by seeking other employment or otherwise, nor shall the amount of any benefit provided for in this Plan be reduced by any compensation earned or benefit received by a Participant as a result of employment, self-employment, retirement benefits or by offset against any amount claimed to be owed by Participant to the Company or otherwise.

{Signature Page follows}

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IN WITNESS WHEREOF, the Company has caused this amendment and restatement of the Plan to be signed by it duly authorized officer to be effective as of November 15, 2001.

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EXHIBIT A

AMENDMENT AND RESTATEMENT OF THE
VARCO INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective as of November 15, 2001)

Executive Officers of the Company who are Participants as of the Effective Date
and are entitled to the benefits set forth in this Amendment and Restatement
of the Supplemental Executive Retirement Plan (Effective as of November 15, 2001)

George Boyadjieff

John F. Lauletta

Joseph C. Winkler

Michael W. Sutherlin

Haynes B. Smith

James F. Maroney, III

Kenneth L. Nibling

Clay C. Williams

EXHIBIT B

AMENDMENT AND RESTATEMENT OF THE
VARCO INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective as of November 15, 2001)

Other Participants Who Are Entitled Only To the Benefits set forth in
the Supplemental Executive Retirement Plan prior to its
Amendment and Restatement Effective as of November 15, 2001

Roderick Abbott

Robert DeVries

Robert Gondek

Mark Merit

Roger Morgan

Jerry Gill

Theresa Hope-Reese

Maurice Jacques

Richard Kertson

Donald Stichler