BAKER HUGHES INC
1993 EMPLOYEE STOCK BONUS PLAN, AS AMENDED
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>10
<FILENAME>h03356exv10w15.txt
<DESCRIPTION>1993 EMPLOYEE STOCK BONUS PLAN, AS AMENDED
<TEXT>
<PAGE>
                                                                   Exhibit 10.15


                            BAKER HUGHES INCORPORATED
                         1993 EMPLOYEE STOCK BONUS PLAN,

1. PURPOSE OF THE PLAN. The Baker Hughes Incorporated 1993 Employee Stock Bonus
Plan (the "PLAN") is intended to promote the interests of Baker Hughes
Incorporated (the "COMPANY") and its subsidiaries and its stockholders by
encouraging employees of the Company and its subsidiaries to increase their
equity interests in the Company, thereby giving them an added incentive to work
toward the continued growth and success of the Company. The Plan provides an
incentive to such employees who have been granted options under the Baker Hughes
Incorporated 1993 Stock Option Plan (the "STOCK OPTION PLAN") to encourage such
employees to remain in the employ of the Company and its subsidiaries and to
retain the shares acquired by the exercise of such options ("OPTION SHARES") for
a minimum of three years from the issuance of such Option Shares. Accordingly,
the Company may grant to such employees awards representing rights to receive
shares of common stock of the Company, $1 par value ("STOCK"), subject to
certain restrictions in accordance with the terms and conditions herein
established ("STOCK AWARDS").

2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Compensation Committee ("COMMITTEE") of the Board of Directors of the Company.
Subject to the provisions of the Plan, the Committee shall interpret the Plan,
shall make such rules as it deems necessary for the proper administration of the
Plan, shall make all other determinations necessary or advisable for the
administration of the Plan and shall correct any defect or supply any omission
or reconcile any inconsistency in the Plan or in any Stock Award granted under
the Plan in the manner and to the extent that the Committee deems desirable to
carry the Plan into effect. Any action taken or determination made by the
Committee pursuant to this and the other paragraphs of the Plan shall be
conclusive on all parties. The act or determination of a majority of the
Committee at a meeting where a quorum is present shall be deemed to be the act
or determination of the Committee.

         The Committee shall consist of at least three members of the Board of
Directors of the Company appointed by and holding office for a term determined
by and in the discretion of the Board of Directors of the Company. No Stock
Awards may be granted under the Plan to any member of the Committee during the
term of his membership on the Committee. No person shall be eligible to serve on
the Committee unless he is then a "disinterested person" within the meaning of
Paragraph (d)(3) of Rule 16b-3 ("RULE 16B-3") promulgated under the Securities
Exchange Act of 1934, as amended (the "ACT"), if and as such Rule is then in
effect.

3. ELIGIBILITY TO RECEIVE STOCK AWARDS. Stock Awards shall be granted under the
Plan to those employees of the Company and its subsidiaries (excluding non-
employee directors) who are issued Option Shares under the Stock Option Plan
during the Company's 1993 fiscal year and thereafter. A Stock Award may be
granted to the same employee on more than one occasion.

4. SHARES SUBJECT TO THE PLAN. The aggregate number of shares of Stock which may
be issued to employees under Paragraph 5 of the Plan shall not exceed 1,300,000
shares of Stock; however, such amount may be increased by the Board of Directors
of the Company up to an amount not to exceed one-fifth of the number of Option
Shares which may be issued, from time to time, under the terms of the Stock
Option Plan, without additional approval from the stockholders of the Company;
provided, that (i) the full amount of such increase shall be reserved solely for
issuance to a broad-based group of employees and (ii) the number of shares
issuable to persons subject to Section 16(a) of the Act in connection with such
increases shall not, in the aggregate, exceed 130,000 shares. Such shares of
Stock may consist of authorized but unissued shares or previously issued shares
reacquired by the Company. Any of such shares of Stock which remain unissued at
the termination of the Plan shall cease to be subject to the Plan, but until
termination of the Plan, the Company shall at all times make available a
sufficient number of shares of Stock to meet the requirements of the Plan. The
aggregate number of shares of Stock which may be issued under the Plan may be
adjusted to reflect a change in capitalization of the Company, such as a stock
dividend or stock split.

5. ISSUANCE OF STOCK AWARDS. Stock Awards shall be issued to eligible employees
in the form of shares of Stock ("STOCK AWARD SHARES") in an amount equal to one
Stock Award Share for every five Option Shares acquired by exercise pursuant to
options (whether nonqualified or incentive) granted under the Stock Option Plan
on the third anniversary of the issuance of Option Shares issued pursuant to the
exercise of an option granted under the Stock Option Plan, to the extent such
eligible employee has not violated the Forfeiture Restrictions defined in
Paragraph 6 below. Upon the issuance of Option Shares, the Committee or the
Company shall notify in writing each employee entitled to receive a Stock Award
hereunder of the number of Stock Award Shares to be issued in accordance with
the Plan. In addition to a Stock Award, at the time of the issuance of the Stock
Award Shares, the Company will pay to the employee the dividends


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attributable to the Stock Award Shares as though such shares had been issued and
outstanding for the three years, without interest.

6. FORFEITURE RESTRICTIONS. The obligation of the Company to issue Stock Award
Shares is subject to the restrictions as described in this Paragraph 6 and shall
hereinafter be referred to as the "FORFEITURE RESTRICTIONS." If an employee, who
is granted a Stock Award based upon underlying Option Shares issued pursuant to
the exercise of an option granted under the Stock Option Plan, sells or
otherwise transfers (other than by gift, devise or descent) such underlying
Option Shares within three years of the date of issuance of such Option Shares,
the right to receive the Stock Award Shares attributable to such Option Shares
shall be forfeited on a prorated basis of one such Stock Award Share per five
such Option Shares sold or otherwise transferred; provided that, in the event
such employee sells or otherwise transfers more than fifty percent of such
underlying Option Shares within three years of the date of issuance of such
Option Shares, the right to receive all such Stock Award Shares attributable to
such Option Shares shall be forfeited; and provided further, that the provisions
of this sentence shall be inapplicable to any sale of Option Shares by an
employee holding a Stock Award if such sale occurs in connection with, or at any
time following, a Change in Control other than an event described only in clause
(iii) of the definition of Change in Control set forth in Section 5 of the Plan;
and provided further, that the provisions of this sentence shall be inapplicable
to any sale of Option Shares or Conversion Shares by an employee holding a Stock
Award if such sale occurs at any time following a Qualifying Termination.
Moreover, in the event of termination of the employee's employment with the
Company and its subsidiaries for any reason other than retirement (such that the
employee's age plus years of service with the Company and its subsidiaries
equals or exceeds sixty-five), death or total and permanent disability within
three years of the date of issuance of underlying Option Shares, upon which the
issuance of Stock Award Shares are based, the right to receive all such Stock
Award Shares shall be forfeited. An employee shall be considered to be in the
employment of an employer as long as he remains an employee of the employer,
whether active or on an authorized leave of absence. Any question as to whether
and when there has been a termination of such employment, and the cause of such
termination, shall be determined by the Committee and its determination shall be
final.

7. LAPSE OF FORFEITURE RESTRICTIONS. The Forfeiture Restrictions with respect to
the right to receive Stock Award Shares not otherwise forfeited pursuant to the
provisions of Paragraph 6 and issued to an employee based upon underlying Option
Shares issued pursuant to the exercise of an option granted under the Stock
Option Plan shall lapse and be of no further force and effect upon three years
following the date of issuance of such Option Shares or, if earlier, upon the
termination of the employee's employment with the Company and its subsidiaries
by reason of retirement (such that the employee's age plus years of service with
the Company and its subsidiaries equals or exceeds sixty-five), death or total
and permanent disability.

8. SHARES RECEIVED IN REORGANIZATION OR STOCK SPLIT. The right to receive stock
or securities in exchange for the right to receive Stock Award Shares pursuant
to a plan of reorganization of the Company and the right to receive any Stock
Award Shares as a result of a stock split with respect to Stock Award Shares
shall also become subject to the Forfeiture Restrictions for all purposes of the
Plan. Notwithstanding the foregoing, if the Company is to be merged into or
consolidated with one or more corporations and the Company is not to be the
surviving corporation, if the Company is to be dissolved and liquidated, or if
substantially all of the assets and business of the Company are to be sold, the
Committee may fix a date, prior to the effective time of such merger,
consolidation, dissolution and liquidation, or sale, on which date all
Forfeiture Restrictions with respect to the right to receive all Stock Awards
Shares shall lapse.

9. TERM OF PLAN. The Plan shall be effective as of October 27, 1993, provided
the Plan is approved by the stockholders of the Company. Unless sooner
terminated under the provisions of Paragraph 12, no further Stock Awards shall
be granted under Paragraph 5 after the issuance of the last underlying Option
Shares pursuant to the exercise of an option granted under the Stock Option
Plan, and the Plan shall terminate when the right to receive all Stock Award
Shares attributable to Option Shares issued or to be issued under the Stock
Option Plan (and dividends thereon) either have been forfeited to the Company or
the Forfeiture Restrictions thereon have lapsed and the Stock Award Shares have
been issued.

10. RIGHTS OF STOCKHOLDER. Upon the issuance of Stock Award Shares to an
employee, such employee shall have all of the rights of a stockholder of the
Company with respect to such Stock Award Shares, including the right to vote
such Stock Award Shares and the right to receive all dividends or other
distributions paid with respect to such Stock Award Shares.

11. WITHHOLDING OF TAX. To the extent the issuance of Stock Award Shares or the
lapse of Forfeiture Restrictions results in the receipt of compensation by an
employee, the employer is authorized to withhold from any other


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cash compensation then or thereafter payable to such employee any tax required
to be withheld by reason of the receipt of compensation resulting from the
issuance of Stock Award Shares or the lapse of Forfeiture Restrictions. In the
alternative, the employer may, in its discretion, at the request of the
employee, satisfy any withholding requirements by retaining the number of shares
of Stock (for which Forfeiture Restrictions have lapsed) necessary to satisfy
any such withholding obligation.

12. AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors of the Company
in its discretion may terminate the Plan at any time with respect to any Stock
Awards which have not theretofore been granted. The Board of Directors shall
have the right to alter or amend the Plan or any part thereof from time to time;
provided, that no change may be made which would impair the rights of an
employee to whom Stock Awards have been granted or to whom Stock Award Shares
have theretofore been issued without the consent of such employee.



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                           AMENDMENT NO. 1997-1 TO THE
                         1993 EMPLOYEE STOCK BONUS PLAN

         This Amendment No. 1997-1 is made to the Baker Hughes Incorporated 1993
Employee Stock Bonus Plan ("the Plan"). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Plan.

         WHEREAS, Baker Hughes Incorporated (the "Company") has determined that
it is in its best interest and that of its stockholders to amend the Plan as set
forth herein;

         NOW, THEREFORE, the Plan is amended as follows:

1. The first sentence of Paragraph 5 of the Plan is amended (A) to insert,
immediately following the phrase "(whether nonqualified or incentive) granted
under the Stock Option Plan on" the phrase "the earliest to occur of (i)" and
(B) to insert, immediately prior to the "." at the end thereof, the following:

", (ii) the occurrence of a Change in Control, and (iii) the termination of the
eligible employee's employment if (a) such eligible employee's employment is
terminated by the Company without Cause prior to a Change in Control (whether or
not a Change in Control ever occurs) and such termination was at the request or
direction of a Person who has entered into an agreement with the Company the
consummation of which would constitute a Change in Control, (b) such eligible
employee terminates his or her employment for Good Reason prior to a Change in
Control (whether or not a Change in Control ever occurs) and the circumstance or
event which constitutes Good Reason occurs at the request or direction of the
Person described in clause (a), or (c) such eligible employee's employment is
terminated by the Company without Cause or by the eligible employee for Good
Reason and such termination or the circumstance or event which constitutes Good
Reason is otherwise in connection with or in anticipation of a Change in Control
(whether or not a Change in Control ever occurs). A termination of employment
described in clause (iii) is hereinafter referred to as a "Qualifying
Termination"

2. Paragraph 5 of the Plan is amended by adding at the end thereof a new
paragraph as follows:

For purposes of the Plan:

"Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under
Section 12 of the Act.

"Beneficial Owner" shall have the meaning set forth in Rule 13d-3 promulgated
under the Act.

"Cause" for termination by the Company of the eligible employee's employment
shall mean (i) the willful and continued failure by the eligible employee to
substantially perform the eligible employee's duties with the Company (other
than any such failure resulting from the eligible employee's incapacity due to
physical or mental illness or any such actual or anticipated failure after the
issuance of a notice of termination for Good Reason by the eligible employee)
after a written demand for substantial performance is delivered to the eligible
employee by the CIC Committee, which demand specifically identifies the manner
in which the CIC Committee believes that the eligible employee has not
substantially performed the eligible employee's duties, or (ii) the willful
engaging by the eligible employee in conduct which is demonstrably and
materially injurious to the Company or its subsidiaries, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act,
or failure to act, on the eligible employee's part shall be deemed "willful"
unless done, or omitted to be done, by the eligible employee not in good faith
and without reasonable belief that the eligible employee's act, or failure to
act, was in the best interest of the Company and (y) in the event of a dispute
concerning the application of this provision, no claim by the Company that Cause
exists shall be given effect unless the Company establishes to the CIC Committee
by clear and convincing evidence that Cause exists.

A "Change in Control" shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred:

         (i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its affiliates) representing 20% or more of the combined voting power
of the Company's then outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in clause (a)
of paragraph (iii)


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<PAGE>

 below; or

         (ii) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the date
hereof, constitute the Board of Directors of the Company and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest relating to the election of directors
of the Company) whose appointment or election by the Board of Directors of the
Company or nomination for election by the Company's stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended;
or

         (iii) there is consummated a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other corporation,
other than (a) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
subsidiary of the Company, at least 65% of the combined voting power of the
securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (b) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired directly
from the Company or its Affiliates other than in connection with the acquisition
by the Company or its Affiliates of a business) representing 20% or more of the
combined voting power of the Company's then outstanding securities; or

         (iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the
Company's assets, other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at least 65% of the
combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have
occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
common stock of the Company immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.

"CIC Committee" shall mean (i) the individuals (not fewer than three in number)
who, on the date six months before a Change in Control, constitute the
Compensation Committee of the Board of Directors of the Company, plus (ii) in
the event that fewer than three individuals are available from the group
specified in clause (i) above for any reason, such individuals as may be
appointed by the individual or individuals so available (including for this
purpose any individual or individuals previously so appointed under this clause
(ii)); provided, however, that the maximum number of individuals constituting
the CIC Committee shall not exceed six (6).

"Good Reason" for termination by the eligible employee of the eligible
employee's employment shall mean the occurrence (without the eligible employee's
express written consent) after any Change in Control, or prior to a Change in
Control under the circumstances described in clauses (iii)(b) and (c) of the
first sentence of this Paragraph 5 (treating all references in paragraphs (i)
through (vii) below to a "Change in Control" as references to a "Potential
Change in Control"), of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any act or failure to act
described in paragraph (i), (v), (vi) or (vii) below, such act or failure to act
is corrected prior to the effective date of the eligible employee's termination
for Good Reason:

         (i) the assignment to the eligible employee of any duties inconsistent
with the status of the eligible employee's position with the Company or a
substantial adverse alteration in the nature or status of the eligible
employee's responsibilities from those in effect immediately prior to the Change
in Control;

         (ii) a reduction by the Company in the eligible employee's annual base
salary as in effect on the date hereof or as


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the same may be increased from time to time except for across-the-board salary
reductions similarly affecting all individuals having a similar level of
authority and responsibility with the Company and all individuals having a
similar level of authority and responsibility with any Person in control of the
Company;

         (iii) the relocation of the eligible employee's principal place of
employment to a location more than 50 miles from the eligible employee's
principal place of employment immediately prior to the Change in Control or the
Company's requiring the eligible employee to be based anywhere other than such
principal place of employment (or permitted relocation thereof) except for
required travel on the Company's business to an extent substantially consistent
with the eligible employee's present business travel obligations;

         (iv) the failure by the Company to pay to the eligible employee any
portion of the eligible employee's current compensation except pursuant to an
across-the-board compensation deferral similarly affecting all individuals
having a similar level of authority and responsibility with the Company and all
individuals having a similar level of authority and responsibility with any
Person in control of the Company, or to pay to the eligible employee any portion
of an installment of deferred compensation under any deferred compensation
program of the Company, within seven (7) days of the date such compensation is
due;

         (v) the failure by the Company to continue in effect any compensation
plan in which the eligible employee participates immediately prior to the Change
in Control which is material to the eligible employee's total compensation,
unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan, or the failure by the
Company to continue the eligible employee's participation therein (or in such
substitute or alternative plan) on a basis not materially less favorable, both
in terms of the amount or timing of payment of benefits provided and the level
of the eligible employee's participation relative to other participants, as
existed immediately prior to the Change in Control;

         (vi) the failure by the Company to continue to provide the eligible
employee with benefits substantially similar to those enjoyed by the eligible
employee under any of the Company's pension, savings, life insurance, medical,
health and accident, or disability plans in which the eligible employee was
participating immediately prior to the Change in Control (except for across the
board changes similarly affecting all individuals having a similar level of
authority and responsibility with the Company and all individuals having a
similar level of authority and responsibility with any Person in control of the
Company), the taking of any other action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive the eligible
employee of any material fringe benefit or perquisite enjoyed by the eligible
employee at the time of the Change in Control, or the failure by the Company to
provide the eligible employee with the number of paid vacation days to which the
eligible employee is entitled on the basis of years of service with the Company
in accordance with the Company's normal vacation policy in effect at the time of
the Change in Control; or

         (vii) if the eligible employee is party to an individual employment,
severance or other similar agreement with the Company, any purported termination
of the eligible employee's employment which is not effected pursuant to the
notice of termination and other procedures specified therein.

The eligible employee's right to terminate the eligible employee's employment
for Good Reason shall not be affected by the eligible employee's incapacity due
to physical or mental illness. The eligible employee's continued employment
shall not constitute consent to, or a waiver of rights with respect to, any act
or failure to act constituting Good Reason hereunder. For purposes of any
determination regarding the existence of Good Reason, any claim by the eligible
employee that Good Reason exists shall be presumed to be correct unless the
Company establishes to the CIC Committee by clear and convincing evidence that
Good Reason does not exist.

"Person" shall have the meaning given in Section 3(a)(9) of the Act, as modified
and used in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
any of its Affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company.

A "Potential Change in Control" shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:



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<PAGE>

         (i) the Company enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control;

         (ii) the Company or any Person publicly announces an intention to take
or to consider taking actions which, if consummated, would constitute a Change
in Control;

         (iii) any Person becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing 15% or more of either the then
outstanding shares of common stock of the Company or the combined voting power
of the Company's then outstanding securities (not including in the securities
Beneficially Owned by such Person any securities acquired directly from the
Company or its affiliates); or

         (iv) the Board adopts a resolution to the effect that, for purposes of
this Plan, a Potential Change in Control has occurred.

3. The second sentence of Paragraph 6 of the Plan is amended by inserting
immediately prior to the "." at the end thereof the following:

; and provided further, that the provisions of this sentence shall be
inapplicable to any sale of Option Shares by an employee holding a Stock Award
if such sale occurs in connection with, or at any time following, a Change in
Control.

4. The third sentence of Paragraph 6 of the Plan is amended by deleting at the
beginning thereof the word "Moreover" and inserting in lieu thereof the phrase
"Subject to the lapse of forfeiture provisions following a Change in Control or
a Qualifying Termination provided under Paragraph 7".

5. Paragraph 7 of the Plan is amended (A) by inserting immediately following the
phrase "and be of no further force and effect upon" the phrase "the earliest to
occur of (i)" and (B) by inserting immediately prior to the "." at the end
thereof the following:

, (ii) the occurrence of a Change in Control, and (iii) the occurrence of a
Qualifying Termination.

         The effective date of this Amendment No. 1997-1 shall be July 23, 1997;
provided, however, that, in the event that (A) the Company is party to a
transaction which is otherwise intended to qualify for "pooling of interests"
accounting treatment, (B) such transaction constitutes a Change in Control
within the meaning of the Plan and (C) individuals who satisfy the requirements
in clauses (i) and (ii) below constitute at least two-thirds (2/3) of the number
of directors of the entity surviving such transaction or any parent thereof:
individuals who (i) immediately prior to such transaction constitute the Board
of Directors of the Company and (ii) on the date hereof constitute the Board of
Directors of the Company and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of directors of the Company) whose
appointment or election by the Board of Directors of the Company or nomination
for election by the Company's stockholders was approved or recommended, by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended then (a) this
Amendment No. 1997-1 shall, to the extent practicable, be interpreted so as to
permit such accounting treatment, and (b) to the extent that the application of
clause (a) of this sentence does not preserve the availability of such
accounting treatment, then, to the extent that any provision or combination of
provisions of this Amendment No. 1997-1 disqualifies the transaction as a
"pooling" transaction (including, if applicable, this entire Amendment No.
1997-1), the Board of Directors of the Company shall amend such provision or
provisions if and to the extent necessary (including declaring such provision or
provisions to be null and void as of the date hereof) so that such transaction
may be accounted for as a "pooling of interests." All determinations with
respect to this paragraph shall be made by the Company, based upon the advice of
the accounting firm whose opinion with respect to "pooling of interests" is
required as a condition to the consummation of such transaction. Except as
herein modified, the Plan shall remain in full force and effect.


                                            BAKER HUGHES INCORPORATED


                                            By:
                                               ----------------------
                                            Title:




                                                                               7
<PAGE>


                           AMENDMENT NO. 1999-1 TO THE
                         1993 EMPLOYEE STOCK BONUS PLAN

         This Amendment No. 1999-1 is made to the Baker Hughes Incorporated 1993
Employee Stock Bonus Plan ("the Plan"). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Plan.

         WHEREAS, Baker Hughes Incorporated (the "Company") has determined that
it is in its best interest and that of its stockholders to amend the Plan as set
forth herein;

         NOW, THEREFORE, the Plan is amended as follows:

1. Clauses (ii) and (iii) of the first sentence of Paragraph 5 of the Plan are
amended in their entirety to read as follows:

"(ii) the occurrence of a Change in Control other than an event described only
in clause (iii) of the definition of Change in Control set forth in Paragraph 5
of the Plan, and (iii) the termination of the eligible employee's employment if
(a) such eligible employee's employment is terminated by the Company without
Cause prior to a Change in Control (whether or not a Change in Control ever
occurs) and such termination was at the request or direction of a Person who has
entered into an agreement with the Company the consummation of which would
constitute a Change in Control, (b) such eligible employee terminates his or her
employment for Good Reason prior to a Change in Control (whether or not a Change
in Control ever occurs) and the circumstance or event which constitutes Good
Reason occurs at the request or direction of the Person described in clause (a),
(c) such eligible employee's employment is terminated by the Company without
Cause or by the eligible employee for Good Reason and such termination or the
circumstance or event which constitutes Good Reason is otherwise in connection
with or in anticipation of a Change in Control (whether or not a Change in
Control ever occurs) or (d) such eligible employee's employment is terminated by
the Company without Cause or by the eligible employee for Good Reason, in either
case within 2 years following the occurrence of a Change in Control described in
clause (iii) of the definition of Change in Control set forth in Paragraph 5 of
the Plan."

2. The definition of Change in Control set forth in Paragraph 5of the Plan is
amended in its entirety to read as follows:

"A "Change in Control" shall be deemed to have occurred if the event set forth
in any one of the following paragraphs shall have occurred:

         (i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its affiliates) representing 20% or more of the combined voting power
of the Company's then outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in clause (a)
of paragraph (iii) below; or

         (ii) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the date
hereof, constitute the Board of Directors of the Company and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest relating to the election of directors
of the Company) whose appointment or election by the Board of Directors of the
Company or nomination for election by the Company's stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended;
or

         (iii) there is consummated a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other corporation,
other than (a) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
subsidiary of the Company, at least 65% of the combined voting power of the
securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (b) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned



                                                                               8
<PAGE>

by such Person any securities acquired directly from the Company or its
Affiliates other than in connection with the acquisition by the Company or its
Affiliates of a business) representing 20% or more of the combined voting power
of the Company's then outstanding securities; or

         (iv) there is consummated a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other corporation,
other than a merger or consolidation immediately following which the individuals
who comprise the Board immediately prior thereto constitute at least a majority
of the board of directors of the Company, the entity surviving such merger or
consolidation or any parent thereof (or a majority plus one member where such
board comprises an odd number of members); or

         (v) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the
Company's assets, other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at least 65% of the
combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.

         Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any transaction or
series of integrated transactions immediately following which the record holders
of the common stock of the Company immediately prior to such transaction or
series of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of transactions".

3. The second sentence of Paragraph 6 of the Plan is amended by inserting
immediately prior to the "." at the end thereof the following:

"other than an event described only in clause (iii) of the definition of Change
in Control set forth in Section 5 of the Plan; and provided further, that the
provisions of this sentence shall be inapplicable to any sale of Option Shares
by an employee holding a Stock Award if such sale occurs at any time following a
Qualifying Termination."

4 Clause (ii) of Paragraph 7 of the Plan is amended in its entirety to read as
follows:

" (ii) the occurrence of a Change in Control other than an event described only
in clause (iii) of the definition of Change in Control set forth in Section 5 of
the Plan."

The effective date of this Amendment No. 1999-1 shall be January 27, 1999;
provided, however, that, in the event that (A) the Company is party to a
transaction which is otherwise intended to qualify for "pooling of interests"
accounting treatment, (B) such transaction constitutes a Change in Control
within the meaning of the Plan and (C) individuals who satisfy the requirements
in clauses (i) and (ii) below constitute at least two-thirds (2/3) of the number
of directors of the entity surviving such transaction or any parent thereof:
individuals who (i) immediately prior to such transaction constitute the Board
of Directors of the Company and (ii) on the date hereof constitute the Board of
Directors of the Company and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of directors of the Company) whose
appointment or election by the Board of Directors of the Company or nomination
for election by the Company's stockholders was approved or recommended, by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended then (a) this
Amendment No. 1999-1 shall, to the extent practicable, be interpreted so as to
permit such accounting treatment, and (b) to the extent that the application of
clause (a) of this sentence does not preserve the availability of such
accounting treatment, then, to the extent that any provision or combination of
provisions of this Amendment No. 1999-1 disqualifies the transaction as a
"pooling" transaction (including, if applicable, this entire Amendment No.
1999-1), the Board of Directors of the Company shall amend such provision or
provisions if and to the extent necessary (including declaring such provision or
provisions to be null and void as of the date hereof) so that such transaction
may be accounted for as a "pooling of interests." All determinations with
respect to this paragraph shall be made by the Company, based upon the advice of
the accounting firm whose opinion with respect to "pooling of interests" is
required as a condition to the consummation of such transaction. Except as
herein modified, the Plan shall remain in full force and effect.

                                           BAKER HUGHES INCORPORATED
                                           By:
                                              -----------------------------
                                           Name:   G.S. Finley
                                           Title:  Senior Vice President
                                           and Chief Administrative Officer


                                                                               9

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</DOCUMENT>
