X0202 4 2008-02-08 0 0001097313 GRANT PRIDECO INC GRP 0001184451 FITZGERALD MATTHEW D 400 N. SAM HOUSTON PKWY EAST SUITE 900 HOUSTON TX 77060 0 1 0 0 Sr VP & CFO Performance Restricted Stock 2008-02-08 4 A 0 20000 A 137355 D The grants of restricted stock are not vested and are subject to forfeiture if the executive leaves the employment of the Company prior to the second anniversary of the date of grant in the event of (1) termination of employment of the executive for "good reason," (2) termination of employment by the Company "without cause," (3) death or disability or (4) a change of control of the Company. Philip A. Choyce, Attorney-in-Fact 2008-02-12