<PAGE>

                                                                   EXHIBIT 10.13

                            BAKER HUGHES INCORPORATED
                            EXECUTIVE SEVERANCE PLAN

                          (EFFECTIVE NOVEMBER 1, 2002)

<PAGE>

                                                                   EXHIBIT 10.33

                            BAKER HUGHES INCORPORATED
                            EXECUTIVE SEVERANCE PLAN

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>    <C>                                                                                                      <C>
1.     ESTABLISHMENT, OBJECTIVE AND DURATION..............................................................       1
       1.1    Establishment...............................................................................       1
       1.2    Objective...................................................................................       1
       1.3    Duration....................................................................................       1

2.     DEFINITIONS........................................................................................       1
       2.1    Capitalized Terms...........................................................................       1
       2.2    Number and Gender...........................................................................       4
       2.3    Headings....................................................................................       4

3.     ELIGIBILITY........................................................................................       4

4.     BENEFITS...........................................................................................       4
       (a)    Base Compensation...........................................................................       4
       (b)    Medical, Dental and Vision Insurance........................................................       4
       (c)    Outplacement................................................................................       4

5.     OTHER BENEFIT PROGRAMS; PERQUISITES; COMPANY PROPERTY; EXPENSE ACCOUNT.............................       5
       5.1    Other Benefit Programs......................................................................       5
              (a) Bonus...................................................................................       5
              (b) Stock Options; Other Awards.............................................................       5
              (c) Pension, Thrift and Supplemental Retirement Plans.......................................       5
              (d) Employee Stock Purchase Plan............................................................       5
              (e) Post-Retirement Health Care or Life Insurance...........................................       5
              (f) Other Insurance.........................................................................       5
       5.2    Perquisites; Company Property; Expense Account..............................................       6
              (a) Perquisites.............................................................................       6
              (b) Company Property........................................................................       6
              (c) Expense Account.........................................................................       6

6.     TIME OF BENEFITS PAYMENTS..........................................................................       6

7.     WITHHOLDING........................................................................................       6

8.     RIGHT OF OFFSET....................................................................................       7

9.     REDUCTION FOR OTHER SEVERANCE BENEFITS; NON-EXCLUSIVITY OF RIGHTS;
              STATUTORY SEVERANCE.........................................................................       7
       9.1    Reduction for Other Severance Benefits......................................................       7
       9.2    Non-Exclusivity of Rights...................................................................       7
       9.3    Statutory Severance.........................................................................       7

10.    DEATH OF PARTICIPANT...............................................................................       7

11.    NON-COMPETE; NO SOLICITATION; CONFIDENTIAL INFORMATION.............................................       7
       11.1   Non-Compete.................................................................................       7
       11.2   No Solicitation.............................................................................       7
       11.3   Confidential Information....................................................................       8

12.    UNFUNDED ARRANGEMENT...............................................................................       8
</TABLE>

                                        i

<PAGE>

                                                                   EXHIBIT 10.13

<TABLE>
<S>    <C>                                                                                                      <C>
13.    ADMINISTRATION OF THE PLAN.........................................................................       8
       13.1   Plan Administrator..........................................................................       8
       13.2   Resignation and Removal.....................................................................       8
       13.3   Records and Procedures......................................................................       8
       13.4   Self-Interest of Plan Administrator.........................................................       8
       13.5   Compensation and Bonding....................................................................       8
       13.6   Plan Administrator Powers and Duties........................................................       9
       13.7   Reliance on Documents, Instruments, etc.....................................................       9

14.    AMENDMENT AND TERMINATION..........................................................................       9

15.    CLAIMS REVIEW PROCEDURES; CLAIMS APPEALS PROCEDURES................................................       9
       15.1   Claims Review Procedures....................................................................       9
       15.2   Claims Appeals Procedures...................................................................      10

16.    EXTENSION OF PLAN TO EMPLOYERS.....................................................................      10

17.    MISCELLANEOUS......................................................................................      11
       17.1   Plan Not an Employment Contract.............................................................      11
       17.2   Alienation Prohibited.......................................................................      11
       17.3   Severability................................................................................      11
       17.4   Binding Effect..............................................................................      11
       17.5   Arbitration.................................................................................      11
       17.6   Governing Law...............................................................................      12

INTERNATIONAL SUPPLEMENT..................................................................................      13

EXHIBIT A, SCHEDULE OF BENEFITS...........................................................................      15

EXHIBIT B, SEVERANCE BENEFITS RELEASE AGREEMENT...........................................................      16
</TABLE>

                                       ii

<PAGE>

                                                                   EXHIBIT 10.13

                            BAKER HUGHES INCORPORATED
                            EXECUTIVE SEVERANCE PLAN

1.        ESTABLISHMENT, OBJECTIVE AND DURATION

         1.1      ESTABLISHMENT. Baker Hughes Incorporated, a Delaware
corporation, hereby establishes a severance plan for certain designated
employees to be known as the "Baker Hughes Incorporated Executive Severance
Plan" (the "PLAN").

         1.2      OBJECTIVE. The Plan is designed to attract and retain certain
designated employees of the Company (defined below) and to provide replacement
income in order to afford specified Employees (defined below) a time period to
actively seek and obtain gainful employment or become self employed if the
Employee's employment is terminated because of an Involuntary Termination
(defined below).

         1.3      DURATION. The Plan, as it may be amended by the Board (defined
below) from time to time, shall be effective as of November 1, 2002 and shall
remain in effect until the Board terminates the Plan.

2.       DEFINITIONS

         2.1      CAPITALIZED TERMS. Whenever used in this Plan, the following
capitalized terms in this Section 2.1 shall have the meanings set forth below:

                  "AFFILIATE" means any entity which is a member of (i) of the
         same controlled group of corporations within the meaning of section
         414(b) of the Code, (ii) a trade or business (whether or not
         incorporated) which is under common control (within the meaning of
         section 414(c) of the Code), or (iii) an affiliated service group
         (within the meaning of section 414(m) of the Code) with Baker Hughes.

                  "ANNUAL INCENTIVE PLAN" means the Baker Hughes Incorporated
         1995 Employee Annual Incentive Compensation Plan, as amended from time
         to time, any guidelines issued pursuant to such plan, and any other
         incentive compensation plans adopted by the Company from time to time
         which are in replacement of or in addition to such plan.

                  "BAKER HUGHES" means Baker Hughes Incorporated, a Delaware
         corporation.

                  "BASE COMPENSATION" means a Participant's base salary or wages
         measured on an annual basis (as defined in section 3401(a) of the Code
         for purposes of federal income tax withholding) from the Company,
         modified by including any portion thereof that such Participant could
         have received in cash in lieu of (i) any deferrals made by the
         Participant pursuant to the Supplemental Retirement Plan or (ii)
         elective contributions made on his behalf by the Company pursuant to a
         qualified cash or deferred arrangement described in section 401(k) of
         the Code and any elective contributions under a cafeteria plan
         described in section 125, and modified further by excluding any bonus,
         incentive compensation, commissions, expense reimbursements or other
         expense allowances, fringe benefits (cash and noncash), moving
         expenses, deferred compensation (other than elective contributions to
         the Company's qualified cash or deferred arrangement described in
         section 401(k) of the Code), welfare benefits as defined in ERISA,
         overtime pay, special performance compensation amounts and severance
         compensation.

                  "BENEFITS" means the severance benefits a Participant is
         entitled to receive pursuant to Section 4 hereof. Other benefits as
         specified in Section 5 are not considered severance benefits for
         purposes of the Plan.

                  "BOARD" means the Board of Directors of Baker Hughes.

                  "BONUS" means each incentive bonus, if any, paid in cash by
         the Company to or for the benefit of an Employee for services rendered
         or labor performed while an Employee. Annual bonuses are generally paid
         with respect to a completed fiscal year by the Company to its employees
         pursuant to the Annual

                                        3

<PAGE>

                                                                   EXHIBIT 10.13

         Incentive Plan. An Employee's Bonus shall be determined by including
         any portion thereof that such Employee could have received in cash in
         lieu of (i) any participant deferrals made pursuant to the
         Supplemental Retirement Plan or (ii) elective contributions made on
         his behalf by the Company pursuant to a qualified cash or deferred
         arrangement (as defined in section 401(k) of the Code) or pursuant to
         a plan maintained under section 125 of the Code.

                  "CAUSE" means (i) the willful and continued failure by the
         Employee to substantially perform the Employee's duties with the
         Company (other than any such failure resulting from the Employee's
         incapacity due to physical or mental illness) after a written demand
         for substantial performance is delivered to the Employee by the Board
         (or by a delegate appointed by the Board), which demand specifically
         identifies the manner in which the Board believes that the Employee has
         not substantially performed the Employee's duties, or (ii) the willful
         engaging by the Employee in conduct which is demonstrably and
         materially injurious to the Company or any of its Affiliates,
         monetarily or otherwise. For purposes of Sections (i) and (ii) of this
         definition, (A) no act, or failure to act, on the Employee's part shall
         be deemed "willful" if done, or omitted to be done, by the Employee in
         good faith and with reasonable belief that the act, or failure to act,
         was in the best interest of the Company and (B) 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 Board by clear and convincing evidence that Cause
         exists.

                  "COBRA" means the Consolidated Omnibus Budget Reconciliation
         Act of 1985, as amended, or any successor act.

                  "CODE" means the Internal Revenue Code of 1986, as amended, or
         any successor act.

                  "COMMITTEE" means the Administrative Committee or the
         Investment Committee that may be appointed by the Board as a Plan
         Administrator.

                  "COMPANY" means Baker Hughes or an Employer.

                  "COMPETITOR" means, as of any date, any Person (and any
         branch, office, or operation thereof) which engages in, or proposes to
         engage in (i) the supply of wellbore-related products, technology
         services and systems to the oil and gas industry and provides
         equipment, products and services for drilling, formation evaluation,
         completion and production of oil and gas wells, (ii) the manufacture,
         marketing and provision of services for separation and treatment
         solutions and continuous and batch centrifuges and specialty filters or
         (iii) any other business engaged in by the Company or any Affiliate
         prior to the Participant's Employment Termination Date which represents
         for any calendar year, or is projected by the Company to represent for
         any year during the first three-year period commencing on or after the
         Participant's Employment Termination Date, more than 5% of the gross
         revenue of the Company and which is located anywhere worldwide where
         the Company or any Affiliate is then engaged in, or as of the
         Participant's Employment Termination Date and to the Participant's
         knowledge proposes to engage in, any of such activities. The definition
         of "Competitor" excludes any business activity that the Company or any
         Affiliate disposes of to an entity in which the Company or any
         Affiliate retains any equity interest.

                  "CONFIDENTIAL INFORMATION" means any information, ideas,
         processes, methods, designs, devices, inventions, data, techniques,
         models and other information developed or used by the Company or any of
         its Affiliates and not generally known in the relevant trade or
         industry relating to the Company's or any Affiliate's products,
         services, businesses, operations, employees, customers or suppliers,
         whether in tangible or intangible form, which gives the Company or any
         of its Affiliates a competitive advantage, including, without
         limitation, (i) trade secrets; (ii) information relating to existing or
         contemplated products, services, technology, designs, processes,
         formulae, research or product developments; (iii) information relating
         to business plans or strategies, sales or marketing methods, methods of
         doing business, prices of sales or services, customer lists, customer
         usages and/or requirements, supplier information (including the prices
         of supplies); and (iv) any other confidential information which either
         the Company or any of its Affiliates may reasonably have the right to
         protect by patent, copyright or by keeping it secret and confidential.
         Confidential Information also includes any of the foregoing information
         of third parties which the Company is obligated to maintain as
         confidential. Confidential Information does not include (i)

                                        4

<PAGE>

                                                                   EXHIBIT 10.13

         information that is or becomes generally available to the public other
         than as a result of disclosure by the Participant or by any individual
         or entity to which the Participant delivered such information; (ii)
         information that becomes available to the Participant from a source
         that is not bound by a confidentiality agreement with the Company or
         an Affiliate; or (iii) information approved for release by written
         authorization of the Company.

                  "EMPLOYEE" means (i) an individual employed in the services of
         the Company on the active payroll and (ii) who is also a United
         States-based executive salary grade system employee (under the
         Company's then current payroll system categories), or any comparable
         executive designations in any system that replaces the United
         States-based salary grade system.

                  "EMPLOYER" means any Affiliate that adopts the Plan pursuant
         to the provisions of Section 16.

                  "EMPLOYMENT TERMINATION DATE" means the date on which the
         employment relationship between the Participant and the Company is
         terminated due to an Involuntary Termination.

                  "ERISA" means the Employee Retirement Income Security Act of
         F 1974, as amended, or any successor act.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
         amended, or any successor act.

                  "FICA" means the Federal Insurance Contributions Act, as
         amended, or any successor act.

                  "INVOLUNTARY TERMINATION" means the complete severance of an
         Employee's employment relationship with the Company (i) because the
         Employee's position is eliminated, (ii) because the Employee and the
         Company agree to the Employee's resignation of his position at the
         request of the Company, (iii) which occurs in conjunction with, and
         during the period that begins 90 days before and ends 180 days after,
         an acquisition, merger, spin-off, reorganization (either business or
         personnel), facility closing or a discontinuance of the operations of
         the divisions in which the Employee is employed or (iv) for any other
         reason which is deemed an Involuntary Termination by the Plan
         Administrator. An Involuntary Termination does not include (i) a
         termination for Cause, (ii) a transfer of employment among Employers or
         a transfer of employment to a venture or entity in which the Company or
         an Affiliate has any equity interest, (iii) a temporary absence, such
         as a Family and Medical Leave Act leave or a temporary layoff in which
         an Employee retains entitlement to re-employment, (iv) the Employee's
         death, disability or Retirement or (v) a voluntary termination by the
         Employee.

                  "PARTICIPANT" means an Employee who is eligible to participate
         in the Plan.

                  "PLAN" means the Baker Hughes Incorporated Executive Severance
         Plan, as amended from time to time.

                  "PLAN ADMINISTRATOR" means Baker Hughes, acting through its
         delegates. Such delegates shall include the Administrative Committee,
         the Investment Committee and any individual Plan Administrator
         appointed by the Board with respect to the employee benefit plans of
         Baker Hughes and its Affiliates, each of which shall have the duties
         and responsibilities assigned to it from time to time by the Board. As
         used in the Plan, the term "Plan Administrator" shall refer to the
         applicable delegate of Baker Hughes as determined pursuant to the
         actions of the Board.

                  "RELEASE AGREEMENT" means the agreement substantially in the
         form of Exhibit B hereto, which a Participant is required to execute
         and deliver in order to receive the Benefits, or any other form of
         release agreement adopted by the Plan Administrator in replacement of
         such agreement. The Plan Administrator may modify the Release Agreement
         or adopt more than one form of the Release Agreement to comply with or
         take into account the laws of different jurisdictions.

                  "RETIREMENT" means the Employee's voluntary termination of his
         employment after the Employee has attained at least 55 years of age and
         has at least ten (10) years of service with the Company.

                                       5

<PAGE>

                                                                   EXHIBIT 10.13

                  "SUPPLEMENTAL RETIREMENT PLAN" means the Baker Hughes
         Incorporated Supplemental Retirement Plan, as amended from time to
         time.

         2.2      NUMBER AND GENDER. As used in the Plan, unless the context
otherwise expressly requires to the contrary, references to the singular include
the plural, and vice versa; references to the masculine include the feminine and
neuter; references to "including" mean "including (without limitation)"; and
references to Sections and clauses mean the sections and clauses of the Plan.

         2.3      HEADINGS. The headings of Sections herein are included solely
for convenience, and if there is any conflict between such headings and the text
of the Plan, the text shall control.

3.       ELIGIBILITY

         To be eligible to receive Benefits under the Plan, an individual must
(i) be an Employee on the Employment Termination Date, (ii) incur an Involuntary
Termination and (iii) execute and deliver to the Plan Administrator a Release
Agreement provided to the Participant by the Plan Administrator. An individual
who is classified by the Company as an independent contractor is not eligible to
participate in the Plan (even if he is subsequently reclassified by the Internal
Revenue Service or a court as a common law employee of the Company and the
Company acquiesces to the reclassification).

4.       BENEFITS

         The Company shall provide a Participant who has satisfied the
eligibility requirements of Section 3 the Benefits described below. No Benefits
will be deemed to have accrued prior to a Participant's Employment Termination
Date, and no rights to Benefits will be deemed to have vested until the
occurrence of an Involuntary Termination.

         Further details of the Benefits described in this Section 4 are
provided in Exhibit A. Subject to the provisions of Section 14, the Plan
Administrator may, from time to time, modify the Benefits to reflect changes in
the compensation grade system or for changes in the Benefits approved by the
Board.

                  (a)      BASE COMPENSATION. The Company will pay the
         Participant a cash severance benefit based on the Participant's Base
         Compensation at the Employment Termination Date, with the amount of the
         Base Compensation benefit determined in accordance with the relevant
         provisions of Exhibit A. Notwithstanding the measurement of Base
         Compensation on an annual basis, a Participant's Base Compensation for
         the month in which the Participant's Employment Termination Date occurs
         will be used in determining the Base Compensation benefit. A
         Participant's Base Compensation severance benefit will be paid in a
         single sum cash payment in accordance with the provisions of Section 6.

                  (b)      MEDICAL, DENTAL AND VISION INSURANCE. If a
         Participant and his spouse and dependents are participating in a group
         health plan sponsored by the Company on the Participant's Employment
         Termination Date, the Participant and his spouse and dependents have
         the right to continue medical, dental and vision coverage for the time
         periods provided by COBRA. Unless the Participant timely and properly
         elects the COBRA continuation coverage, medical, dental and vision
         coverage will automatically cease as of the Participant's Employment
         Termination Date. For the first three months of the Participant's COBRA
         continuation coverage, the Company will pay directly to the provider
         the cost of the COBRA continuation coverage, and thereafter the
         Participant will be responsible for the payment of the cost for the
         continued coverage.

                  (c)      OUTPLACEMENT. Each Participant shall be entitled to
         outplacement assistance at the expense of the Company determined in
         accordance with the relevant provisions of Exhibit A. No cash will be
         paid in lieu of outplacement fees and costs.

                                       6

<PAGE>

                                                                   EXHIBIT 10.13

5.       OTHER BENEFIT PROGRAMS; PERQUISITES; COMPANY PROPERTY; EXPENSE ACCOUNT

                  5.1      OTHER BENEFIT PROGRAMS.

                  (a)      BONUS. The Company will pay the Participant any Bonus
         to which the Participant is entitled under the provisions of the
         Annual Incentive Plan.

                  (b)      STOCK OPTIONS; OTHER AWARDS.

                           (1)      General. A Participant will not be entitled
                  to be granted any awards after his Employment Termination
                  Date. Awards for purposes of this clause include, but are not
                  limited to, incentive stock options, nonqualified stock
                  options, stock appreciation rights, restricted stock,
                  restricted stock units, performance shares, performance units,
                  cash-based awards and stock awards.

                           (2)      Stock Options. The vesting of stock options
                  (both incentive stock options and nonqualified stock options)
                  held by a Participant will be determined in accordance with
                  the provisions of the respective stock option award agreement
                  or plan under which the stock option was granted, as
                  applicable, and any of the Participant's stock options that
                  have vested prior to his Employment Termination Date may be
                  exercised as permitted under the provisions of such applicable
                  stock option award agreement or plan.

                           (3)      Other Awards. The vesting, lapsing of
                  restrictions or the payout of any other award, including stock
                  appreciation rights, restricted stock, restricted stock units,
                  performance shares, performance units, cash-based awards and
                  stock awards held by a Participant on his Employment
                  Termination Date will be determined in accordance with the
                  provisions of the respective award agreement or plan under
                  which the award was granted, as applicable.

                  (c)      PENSION, THRIFT AND SUPPLEMENTAL RETIREMENT PLANS.
         All of the Company's contributions to and accruals under the Baker
         Hughes Incorporated Pension Plan and all of the Company's and the
         Participant's contributions to the Baker Hughes Incorporated Thrift
         Plan and the Baker Hughes Incorporated Supplemental Retirement Plan
         will be discontinued as of his Employment Termination Date. Vesting
         will be determined in accordance with the provisions of the applicable
         plan, and all benefits, contributions or disbursements, if any, under
         these plans will be paid to the Participant in accordance with the
         provisions of the respective plan.

                  (d)      EMPLOYEE STOCK PURCHASE PLAN. The Participant's
         year-to-date payroll deductions will be reimbursed to the Participant
         in accordance with the provisions of the Baker Hughes Incorporated
         Employee Stock Purchase Plan.

                  (e)      POST-RETIREMENT HEALTH CARE OR LIFE INSURANCE. If the
         Participant would have been entitled to benefits under the Company's
         post-retirement health care or life insurance plans as of his
         Employment Termination Date, the Company shall provide such
         post-retirement health care or life insurance benefits to the
         Participant and the Participant's dependents in accordance with the
         terms of such plans (including any amendment and termination provisions
         of such plans) commencing on the later of (1) the date on which such
         coverage would have first become available and (2) the date on which
         the Benefits described in clause (b) of Section 4 terminate.

                  (f)      OTHER INSURANCE

                           (1)      Life. A Participant's coverage under the
                  Company's life insurance program will cease as of the
                  Employment Termination Date. A Participant may, at his option,
                  convert his basic life and perquisite life insurance coverage
                  to individual coverage after his Employment Termination Date
                  by completing the forms required by the Plan Administrator.

                                       7

<PAGE>

                                                                   EXHIBIT 10.13

                           (2)      Disability. A Participant's coverage under
                  the Company's short-term and long-term disability insurance
                  coverage will cease as of the Employment Termination Date.
                  Continued coverage under either the short-term and long-term
                  disability insurance is not available after the Employment
                  Termination Date.

                  5.2      PERQUISITES; COMPANY PROPERTY; EXPENSE ACCOUNT.

                  (a)      PERQUISITES. A Participant's perquisites shall
         terminate effective as of the Participant's Employment Termination
         Date. Perquisites include, but are not limited to, airline VIP club
         memberships; country club and/ or health club membership dues and
         expenses related to the use of the country club and/ or health club;
         supplemental life insurance; financial consulting; and office equipment
         for use in the home (e.g., cellular telephones, personal digital
         assistants, home computers and office accessories similar to the office
         accessories available to the Participant in his employment office and
         monthly Internet connection fees) and any other perquisites that may be
         provided by the Company from time to time. A Participant may, at his
         option, purchase any of his club memberships held in the Company's name
         at the fair market value and on the terms mutually agreed by the
         Participant and the Plan Administrator. The Plan Administrator will
         determine the fair market value of any such membership. The Plan
         Administrator reserves the right to deduct the payment for the club
         memberships from any Benefits to be paid in cash as provided in Section
         6.

                  (b)      COMPANY PROPERTY. No later than the Participant's
         Employment Termination Date (unless the Plan Administrator agrees
         otherwise in writing), the Participant shall return to the Company any
         company-owned property, including, but not limited to, credit cards,
         documents, files, computers, cellular telephones, personal digital
         assistants and any other company property of any kind or nature, in
         Participant's possession as of his Employment Termination Date.

                  (c)      EXPENSE ACCOUNT. Within thirty (30) days after the
         Participant's Employment Termination Date and in accordance with the
         Company's then current expense reimbursement policy, the Participant
         will prepare and submit a final expense account reimbursement request
         for expenses incurred prior to his Employment Termination Date. If, as
         a result of the final expense account reimbursement request, the
         Participant owes the Company, then the Company reserves the right to
         deduct any such amount from any Benefits to be paid in cash as provided
         in Section 6.

6.       TIME OF BENEFITS PAYMENTS

         The Company shall pay the Participant the cash Benefits described in
clause (a) of Section 4 and clause (a) of Section 5 in a single sum cash payment
within thirty (30) days after the Participant's Release Agreement becomes
irrevocable. If the Company subsequently determines that additional monies are
due and payable to the Participant as Benefits described in clause (a) of
Section 4 or clause (a) of Section 5, the Company will pay any such unpaid
Benefits to the Participant, together with interest on the unpaid Benefits from
the date the single sum cash payment was made at the annual rate of 120% of the
rate provided in section 1274(b)(2)(B) of the Code within ten (10) business days
of discovering that the additional monies are due and payable. If the Benefits
paid to the Participant are subsequently determined to exceed the amount of
Benefits the Participant should have received, such excess shall constitute a
loan by the Company to the Participant, payable within ten (10) business days
after demand by the Company, together with interest from the date the single sum
cash payment was made at the annual rate of 120% of the rate provided in section
1274(b)(2)(B) of the Code, but only to the extent such amount has not been
previously paid by the Participant.

7.       WITHHOLDING

         The Company may withhold from any Benefits paid under the Plan all
federal and state income, FICA and other employment taxes, and any other amounts
required or permitted to be withheld under any agreement with the Participant,
applicable law or other employee benefit plans of the Company.

                                       8

<PAGE>

                                                                   EXHIBIT 10.13

8.       RIGHT OF OFFSET

         By accepting Benefits under the Plan, a Participant agrees that the
Company, in its sole discretion, may deduct from any Benefits payable in cash to
the Participant under the Plan any amounts owed to the Company by the
Participant.

9.       REDUCTION FOR OTHER SEVERANCE BENEFITS; NON-EXCLUSIVITY OF RIGHTS;
         STATUTORY SEVERANCE

         9.1      REDUCTION FOR OTHER SEVERANCE BENEFITS. The amount of the
Benefits to which a Participant is otherwise entitled under the Plan shall be
reduced by the amount, if any, of any other severance payments payable to the
Participant by the Company under any other plan, program or individual
contractual arrangement.

         9.2      NON-EXCLUSIVITY OF RIGHTS. Nothing in the Plan shall prevent
or limit the Participant's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company for which the
Participant may qualify, nor shall anything herein limit or reduce such rights
as the Participant may have under any agreements with the Company or any of its
subsidiaries, except as otherwise provided in Section 9.1. Amounts which are
vested benefits or which the Participant is otherwise entitled to receive under
any plan or program of the Company or any of its Affiliates shall be payable in
accordance with such plan or program.

         9.3      STATUTORY SEVERANCE. If any benefits obligations are required
to be paid to a Participant in conjunction with severance of employment under
the laws of the country where the Participant is employed or under federal,
state or local law, the Benefits paid to the Participant will be deemed to be in
satisfaction of any statutorily required benefit obligations.

10.      DEATH OF PARTICIPANT

         If a Participant dies after his Employment Termination Date but before
the Participant receives full payment of the Benefits to which he is entitled,
any unpaid Benefits will be paid to the Participant's surviving spouse, or if
the Participant does not have a surviving spouse, to the Participant's estate.

11.      NON-COMPETE; NO SOLICITATION; CONFIDENTIAL INFORMATION

         In consideration for the payment of the Benefits to the Participant,
the Participant shall not engage in any of the activities described in this
Section 11.

         11.1     NON-COMPETE. During the period commencing with the
Participant's Employment Termination Date and ending on the second anniversary
of such date, the Participant shall not, without the written consent of the
Company, at any time, directly or indirectly, become employed by, serve as a
director of, or render advisory or consulting or other services in connection
with any Competitor or in any capacity engage or participate in any activity as
a Competitor.

         11.2     NO SOLICITATION. During the period commencing with the
Participant's Employment Termination Date and ending on the second anniversary
of such date, the Participant shall not, directly or indirectly,

         (a)      interfere with the relationship of the Company or any
Affiliate with, or endeavor to entice away from the Company or any Affiliate,
any individual or entity who was or is a material customer or material supplier
of, or maintained a material business relationship with the Company or its
Affiliates;

         (b)      establish (or take preliminary steps to establish) a business
with, or cause or attempt to cause others to establish (or take preliminary
steps to establish) a business with, any employee or agent of the Company or any
of its Affiliates, if such business is or will compete with the Company or any
of its Affiliates; or

                                       9

<PAGE>

                                                                   EXHIBIT 10.13

         (c)      employ, engage as a consultant or adviser, or solicit the
employment, engagement as a consultant or adviser, of any employee or agent of
the Company or any of its Affiliates, or cause or attempt to cause any
individual or entity to do any of the foregoing.

         11.3     CONFIDENTIAL INFORMATION. During the course of the
Participant's employment with the Company, the Participant may have had access
to or received Confidential Information. Each Participant is obligated to keep
confidential all such Confidential Information, except that any Participant may
disclose the Confidential Information (i) in connection with enforcing his
rights under the Plan or if compelled by law, and in either case, the
Participant shall provide written notice to the Company prior to the disclosure
or (ii) if the Company provides written consent prior to the disclosure.

12.      UNFUNDED ARRANGEMENT

         The Plan is only a general corporate commitment of the Company, and
each Participant must rely upon the general credit of the Company for the
fulfillment of its obligations hereunder. Under all circumstances, the rights of
Participants to any asset held by the Company will be no greater than the rights
expressed in the Plan. Nothing contained in the Plan shall constitute a
guarantee by the Company that the assets of the Company will be sufficient to
pay any Benefit under the Plan or would place the Participant in a secured
position ahead of general creditors of the Company. The Participants are only
unsecured creditors of the Company with respect to their Benefits, and the Plan
constitutes a mere promise by the Company to make Benefit payments in the
future. No specific assets of the Company have been or shall be set aside, or
shall in any way be transferred to a trust or shall be pledged in any way for
the performance of the Company's obligations under the Plan which would remove
such assets from being subject to the general creditors of the Company.

13.      ADMINISTRATION OF THE PLAN

         13.1     PLAN ADMINISTRATOR. Baker Hughes shall be the "Plan
Administrator" and the "named fiduciary" for purposes of ERISA and shall be
subject to service of process on behalf of the Plan.

         13.2     RESIGNATION AND REMOVAL. The members of a Committee shall
serve at the pleasure of the Board; they may be officers, directors, or
employees of the Company or any other individuals. At any time during his term
of office, any member of a Committee or any individual serving as Plan
Administrator may resign by giving written notice to the Board, such resignation
to become effective upon the appointment of a substitute or, if earlier, the
lapse of thirty days after such notice is given as herein provided. At any time
during its term of office, and for any reason, any member of a Committee or any
individual serving as Plan Administrator may be removed by the Board.

         13.3     RECORDS AND PROCEDURES. The Plan Administrator shall keep
appropriate records of its proceedings and the administration of the Plan and
shall make available for examination during business hours to any Participant,
former Participant or the beneficiary of any Participant or former Participant
such records as pertain to that individual's interest in the Plan. If a
Committee is performing duties as the Plan Administrator, the Committee shall
designate the individual or individuals who shall be authorized to sign for the
Plan Administrator and, upon such designation, the signature of such individual
or individuals shall bind the Plan Administrator.

         13.4     SELF-INTEREST OF PLAN ADMINISTRATOR. Neither the members of a
Committee nor any individual Plan Administrator shall have any right to vote or
decide upon any matter relating solely to himself under the Plan or to vote in
any case in which his individual right to claim any benefit under the Plan is
particularly involved. In any case in which the any Committee member or
individual Plan Administrator is so disqualified to act, the other members of
the Committee shall decide the matter in which the Committee member or
individual Plan Administrator is disqualified.

         13.5     COMPENSATION AND BONDING. Neither the members of a Committee
nor any individual Plan Administrator shall receive compensation with respect to
their services on the Committee or as Plan Administrator. To the extent required
by applicable law, or required by the Company, neither the members of a
Committee nor any individual Plan Administrator shall furnish bond or security
for the performance of their duties hereunder.

                                       10

<PAGE>

                                                                   EXHIBIT 10.13

         13.6     PLAN ADMINISTRATOR POWERS AND DUTIES. The Plan Administrator
shall supervise the administration and enforcement of the Plan according to the
terms and provisions hereof and shall have all powers necessary to accomplish
these purposes, including, but not by way of limitation, the right, power, and
authority:

                  (a)      to make rules, regulations, and bylaws for the
         administration of the Plan that are not inconsistent with the terms and
         provisions hereof, and to enforce the terms of the Plan and the rules
         and regulations promulgated thereunder by the Plan Administrator;

                  (b)      to construe in its discretion all terms, provisions,
         conditions, and limitations of the Plan;

                  (c)      to correct any defect or to supply any omission or to
         reconcile any inconsistency that may appear in the Plan in such manner
         and to such extent as it shall deem in its discretion expedient to
         effectuate the purposes of the Plan;

                  (d)      to employ and compensate such accountants, attorneys,
         investment advisors, and other agents, employees, and independent
         contractors as the Plan Administrator may deem necessary or advisable
         for the proper and efficient administration of the Plan;

                  (e)      to determine in its discretion all questions relating
         to eligibility;

                  (f)      to determine whether and when a Participant has
         incurred a Termination of Employment, and the reason for such
         termination; and

                  (g)      to make a determination in its discretion as to the
         right of any individual to a Benefit under the Plan and to prescribe
         procedures to be followed by Participants, former Participants or
         beneficiaries in obtaining Benefits hereunder.

         13.7     RELIANCE ON DOCUMENTS, INSTRUMENTS, ETC. The Plan
Administrator may rely on any certificate statement or other representation made
on behalf of the Company, any Employee or any Participant, which the Plan
Administrator in good faith believes to be genuine, and on any certificate,
statement, report or other representation made to it by any agent or any
attorney, accountant or other expert retained by it or the Company in connection
with the operation and administration of the Plan.

14.      AMENDMENT AND TERMINATION

         The Board shall have the right to amend or terminate the Plan, in whole
or in part, for any reason; provided, however, no amendment or termination of
the Plan after a Participant's Employment Termination Date shall affect the
Benefits payable to the Participant.

15.      CLAIMS REVIEW PROCEDURES; CLAIMS APPEALS PROCEDURES

         15.1     CLAIMS REVIEW PROCEDURES. When a Benefit is due, the
Participant (or the person entitled to Benefits under Section 10) should submit
a claim to the office designated by the Plan Administrator to receive claims.
Under normal circumstances, the Plan Administrator will make a final decision as
to a claim within sixty (60) days after receipt of the claim. If the Plan
Administrator notifies the claimant in writing during the initial 60-day period,
it may extend the period up to 120 days after the initial receipt of the claim.
The written notice must contain the circumstances necessitating the extension
and the anticipated date for the final decision. If a claim is denied during the
claims period, the Plan Administrator must notify the claimant in writing, and
the written notice must set forth in a manner calculated to be understood by the
claimant:

                  (a)      the specific reason or reasons for the denial;

                  (b)      specific reference to the Plan provisions on which
         the denial is based;

                                       11

<PAGE>

                                                                   EXHIBIT 10.13

                  (c)      a description of any additional material or
         information necessary for the claimant to perfect the claim and an
         explanation of why such material or information is necessary; and

                  (d)      an explanation of the Plan claims review procedures
         and time limits, including a statement of the claimant's right to bring
         a civil action under section 502(a) of ERISA.

         If a decision is not given to the Participant within the claims review
period, the claim is treated as if it were denied on the last day of the claims
review period.

         15.2     CLAIMS APPEALS PROCEDURES. For purposes of this section the
Participant or the person entitled to Benefits under Section 10 are referred to
as the "claimant"). If the claim of the claimant made pursuant to Section 15.1
is denied and he wants a review, he must apply to the Plan Administrator in
writing. That application can include any arguments, written comments,
documents, records, and other information relating to the claim for benefits. In
addition, the claimant is entitled to receive on request and free of charge
reasonable access to and copies of all information relevant to the claim. For
this purpose, "relevant" means information that was relied on in making the
benefit determination or that was submitted, considered or generated in the
course of making the determination, without regard to whether it was relied on,
and information that demonstrates compliance with the Plan's administrative
procedures and safeguards for assuring and verifying that Plan provisions are
applied consistently in making benefit determinations. The Plan Administrator
must take into account all comments, documents, records, and other information
submitted by the claimant relating to the claim, without regard to whether the
information was submitted or considered in the initial benefit determination.
The claimant may either represent himself or appoint a representative, either of
whom has the right to inspect all documents pertaining to the claim and its
denial. The Plan Administrator can schedule any meeting with the claimant or his
representative that it finds necessary or appropriate to complete its review.

         The request for review must be filed within 90 days after the denial.
If it is not, the denial becomes final. If a timely request is made, the Plan
Administrator must make its decision, under normal circumstances, within 60 days
of the receipt of the request for review. However, if the Plan Administrator
notifies the claimant prior to the expiration of the initial review period, it
may extend the period of review up to 120 days following the initial receipt of
the request for a review. All decisions of the Plan Administrator must be in
writing and must include the specific reasons for its action, the Plan
provisions on which its decision is based, and a statement that the claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to the
claimant's claim for benefits, and a statement of the claimant's right to bring
an action under section 502(a) of ERISA If a decision is not given to the
claimant within the review period, the claim is treated as if it were denied on
the last day of the review period.

16.      EXTENSION OF PLAN TO EMPLOYERS

                  (a)      With the written approval of the Plan Administrator,
         any entity that is an Affiliate may adopt the Plan by appropriate
         action of its board of directors or noncorporate counterpart, as
         evidenced by a written instrument executed by an authorized officer of
         such entity or an executed adoption agreement (approved by the board of
         directors or noncorporate counterpart of the Affiliate), agreeing to be
         bound by all the terms, conditions and limitations of the Plan except
         those, if any, specifically described in the adoption instrument, and
         providing all information required by the Plan Administrator. The Plan
         Administrator and the adopting Affiliate may agree to incorporate
         specific provisions relating to the operation of the Plan that apply to
         the adopting Affiliate only and shall become, as to such adopting
         Affiliate and its employees, a part of the Plan.

                  (b)      The provisions of the Plan may be modified so as to
         increase the obligations of an adopting Affiliate only with the consent
         of such Affiliate, which consent shall be conclusively presumed to have
         been given by such Affiliate unless the Affiliate gives the Company
         written notice of its rejection of the amendment within 30 days after
         the adoption of the amendment.

                  (c)      The provisions of the Plan shall apply separately and
         equally to each adopting Affiliate and its employees in the same manner
         as is expressly provided for the Company and its employees, except

                                       12

<PAGE>

                                                                   EXHIBIT 10.13

         that the power to appoint or otherwise affect the Plan Administrator
         and the power to amend or terminate the Plan shall be exercised by
         Baker Hughes. The Plan Administrator shall act as the agent for each
         Affiliate that adopts the Plan for all purposes of administration
         thereof.

                  (d)      Any adopting Affiliate may, by appropriate action of
         its board of directors or noncorporate counterpart, terminate its
         participation in the Plan. Moreover, the Plan Administrator may, in its
         discretion, terminate an Affiliate's participation in the Plan at any
         time.

                  (e)      The Plan will terminate with respect to any Affiliate
         that has adopted the Plan pursuant to this Section if the Affiliate
         ceases to be an Affiliate or revokes its adoption of the Plan by
         resolution of its board of directors or noncorporate counterpart
         evidenced by a written instrument executed by an authorized officer of
         the Affiliate. If the Plan terminates with respect to any Affiliate,
         the employees of that Affiliate will no longer be eligible to be
         Participants in the Plan.

                  (f)      For purposes of the Code and ERISA, the Plan as
         adopted by the Affiliates shall constitute a single plan rather than a
         separate plan of each Affiliate.

                  (g)      The document which evidences the adoption of the Plan
         by an Affiliate shall become a part of the Plan. However, neither the
         adoption of the Plan by an Affiliate nor any act performed by it in
         relation to the Plan shall ever create a joint venture or partnership
         relation between it and any other Affiliate.

17.      MISCELLANEOUS

         17.1     PLAN NOT AN EMPLOYMENT CONTRACT. The adoption and maintenance
of the Plan is not a contract between the Company and its employees that gives
any employee the right to be retained in its employment. Likewise, it is not
intended to interfere with the rights of the Company to terminate an employee's
employment at any time with or without notice and with or without cause or to
interfere with an employee's right to terminate his employment at any time.

         17.2     ALIENATION PROHIBITED. No Benefits hereunder shall be subject
to anticipation or assignment by a Participant, to attachment by, interference
with, or control of any creditor of a Participant, or to being taken or reached
by any legal or equitable process in satisfaction of any debt or liability of a
Participant prior to its actual receipt by the Participant. Any attempted
conveyance, transfer, assignment, mortgage, pledge, or encumbrance of the
Benefits hereunder prior to payment thereof shall be void.

         17.3     SEVERABILITY. Each provision of this Agreement may be severed.
If any provision is determined to be invalid or unenforceable, that
determination shall not affect the validity or enforceability of any other
provision.

         17.4     BINDING EFFECT. This Agreement shall be binding upon any
successor of the Company.

         17.5     ARBITRATION. Any controversy arising out of or relating to the
Plan, including without limitation, any and all disputes, claims (whether in
tort, contract, statutory or otherwise) or disagreements concerning the
interpretation or application of the provisions of the Plan, Company's
employment of Participant and the termination of that employment, shall be
resolved by arbitration in accordance with the Employee Benefit Plan Claims
Arbitration Rules of the American Arbitration Association (the "AAA") then in
effect. No arbitration proceeding relating to the Plan may be initiated by
either the Company or the Participant unless the claims review and appeals
procedures specified in Section 15 have been exhausted. Within ten (10) business
days of the initiation of an arbitration hereunder, the Company and the
Participant will each separately designate an arbitrator, and within twenty (20)
business days of selection, the appointed arbitrators will appoint a neutral
arbitrator from the AAA National Panel of Employee Benefit Plan Claims
Arbitrators. The arbitrators shall issue their written decision (including a
statement of finding of facts) within thirty (30) days from the date of the
close of the arbitration hearing. The decision of the arbitrators selected
hereunder will be final and binding on both parties. This arbitration provision
is expressly made pursuant to and shall be governed by the Federal Arbitration
Act, 9 U.S.C. Sections 1-

                                       13

<PAGE>

                                                                   EXHIBIT 10.13

16 (or replacement or successor statute). Pursuant to Section 9 of the Federal
Arbitration Act, the Company and any Participant agrees that any judgment of the
United States District Court for the District in which the headquarters of Baker
Hughes is located at the time of initiation of an arbitration hereunder shall be
entered upon the award made pursuant to the arbitration. Nothing in this Section
17.5 shall be construed to, in any way, limit the scope and effect of Section
13. In any arbitration proceeding full effect shall be given to the rights,
powers, and authorities of the Plan Administrator under Section 13.

         17.6     GOVERNING LAW. All provisions of the Plan shall be construed
in accordance with the laws of Texas, except to the extent preempted by federal
law and except to the extent that the conflicts of laws provisions of the State
of Texas would require the application of the relevant law of another
jurisdiction, in which event the relevant law of the State of Texas will
nonetheless apply, with venue for litigation being in Houston, Texas.

                                       14

<PAGE>

                                                                   EXHIBIT 10.13

                            INTERNATIONAL SUPPLEMENT

1.       GENERAL. The provisions of this Supplement apply to individuals who are
         employees of non-United States Employers. The provisions of the Plan
         apply to the Non-US Employees (as defined below), except to the extent
         this Supplement modifies Plan provisions.

         The purpose of this Supplement is to provide for severance benefits for
         Non-US Employees in the event of an Involuntary Termination.

         Capitalized terms used in this Supplement which are defined in the Plan
         have the same meaning in this Supplement unless such terms are defined
         differently for purposes of this Supplement. The definition of terms
         defined in this Supplement apply only to this Supplement and not to
         other parts of the Plan.

2.       DEFINITIONS. Section 2.1 of the Plan is modified to add the following
         definitions to read as follows:

              "NON-US EMPLOYEE" means an individual (i) employed by the Company
              in an executive salary grade system (under the Company's then
              current payroll system categories) with its operations or
              principal place of business located outside of the United States
              and (ii) specified by the Plan Administrator as eligible to
              participate in the Plan.

              "NON-US PARTICIPANT" means a Non-US Employee who is eligible to
              participate in the Plan.

3.       ELIGIBILITY. Section 3 of the Plan is modified in the first sentence to
         read as follows:

              "To be eligible to receive Benefits under the Plan, an individual
              must (i) be a Non-US Employee, (ii) be a Non-US Employee on his
              Employment Termination Date, (iii) incur an Involuntary
              Termination and (iv) execute and deliver to the Company a Release
              Agreement provided to the Non-US Participant by the Company;
              provided, however, if such Release Agreement is a violation of the
              laws of the jurisdiction applicable to the Non-US Participant,
              then, at the discretion of the Company, the Release Agreement may
              be modified to comply with the laws of the jurisdiction."

4.       BENEFITS. Section 4 of the Plan is modified in the first paragraph to
         read as follows:

              "The Company shall provide a Non-US Participant who has satisfied
              the eligibility requirements of Section 3 such severance benefits
              under the Plan as the Plan Administrator determines in accordance
              with the provisions of Exhibit A, taking into consideration any
              prohibitions or restrictions and any statutorily mandated
              severance benefits applicable to the Non-US Participant, with the
              intent of providing the Non-US Participant Benefits that are
              generally comparable to the Benefits provided to Participants
              under the Plan. It is the express intent of the Company that any
              Benefits paid to a Non-US Participant under this Supplement and
              the Plan will be in lieu of any statutorily-mandated severance
              benefits (or other employment termination related benefits),
              including, but not limited to, gratuity and similar benefits. No
              Benefits will be deemed to have accrued prior to a Non-US
              Participant's Employment Termination Date, and no rights to
              Benefits will be deemed to have vested until the occurrence of an
              Involuntary Termination."

5.       TIME OF BENEFITS PAYMENTS. Section 6.1 of the Plan is modified to read
         as follows:

              "Any cash Benefits payable to the Non-US Participant will be paid
              by the Company in a single sum cash payment, payable within thirty
              (30) calendar days after the Non-US Participant's Release
              Agreement becomes irrevocable (or, if there is no Release
              Agreement, within thirty (30) calendar days after the Non-US
              Participant's Employment Termination Date). If the Company
              subsequently determines that additional monies are due and payable
              to the Non-US Participant as cash Benefits, the Company will pay
              any such unpaid Benefits to the Non-US Participant, together with
              interest on the unpaid Benefits from the date the single sum cash
              payment was made at the annual rate of 120% of the rate provided
              in section 1274(b)(2)(B) of the Code within ten (10) business days
              of discovering that the

                                       15

<PAGE>

                                                                   EXHIBIT 10.13

              additional monies are due and payable. If the Benefits paid to the
              Non-US Participant are subsequently determined to exceed the
              amount of Benefits the Non-US Participant should have received,
              such excess shall constitute a loan by the Company to the Non-US
              Participant, payable within ten (10) business days after demand by
              the Company, together with interest from the date the single sum
              cash payment was made at the annual rate of 120% of the rate
              provided in section 1274(b)(2)(B) of the Code, but only to the
              extent such amount has not been previously paid by the Non-US
              Participant."

6.       WITHHOLDING.  Section 7 of the Plan is modified to read as follows:

              "The Company shall withhold from any Benefits paid under the Plan
              and this Supplement any amounts required or permitted to be
              withheld under any agreement with the Non-US Participant,
              applicable law or other employee benefit plans of the Company."

                                       16

<PAGE>

EXHIBIT A                                                          EXHIBIT 10.13

                            BAKER HUGHES INCORPORATED
                            EXECUTIVE SEVERANCE PLAN

                              SCHEDULE OF BENEFITS

<TABLE>
<CAPTION>
               SEVERANCE BENEFITS                                         DETAILS OF BENEFIT
               ------------------                                         ------------------
<S>     <C>                                                  <C>
1.      BASE COMPENSATION
              Level 1                                        18 months of Base Compensation*
              Level 2                                        12 months of Base Compensation*
              Level 3                                         9 months of Base Compensation*

                                                             *Using the Participant's Base Compensation for the month
                                                             in which the Participant's Employment Termination Date
                                                             occurs.

2.      INSURANCE - MEDICAL, DENTAL AND VISION               3 months of COBRA continued coverage paid by the
                                                             Company, provided the Participant timely and properly
                                                             elects COBRA continuation coverage.

3.      OUTPLACEMENT                                         Outplacement services will be provided for the greater
                                                             of 12 months or until such time as the value of the
                                                             outplacement services reaches the maximum of $10,000.
                                                             The 12-month period commences with the first day of the
                                                             month following the month in which the Participant's
                                                             Employment Termination Date occurs.
</TABLE>

                                       17

<PAGE>

EXHIBIT B                                                          EXHIBIT 10.13

                            BAKER HUGHES INCORPORATED
                            EXECUTIVE SEVERANCE PLAN

                      SEVERANCE BENEFITS RELEASE AGREEMENT

         THIS SEVERANCE BENEFITS RELEASE AGREEMENT is entered into by and
between ________________________ (the "PARTICIPANT") and [Name of entity, a
______________ corporation (the "COMPANY")].

1.       GENERAL. This Release Agreement is executed with respect to severance
         Benefits provided pursuant to the Baker Hughes Incorporated Executive
         Severance Plan (the "PLAN"). All of Participant's Benefits will be
         determined in accordance with the Plan as in effect on the
         Participant's Employment Termination Date, including any replacement
         severance plan or policy then in effect.

         Capitalized terms that are not defined herein shall have the meaning
         ascribed to such terms in the Plan.

2.       TERMINATION OF EMPLOYMENT. The Participant represents, understands and
         agrees that his active employment with the Company terminated on
         _____________, 20____ (the Employment Termination Date.

         By executing this Release Agreement, the Participant accepts the fact
         that his relationship with the Company was "at-will employment" meaning
         that the Company could terminate the Participant's employment at any
         time with or without notice and with or without cause and the
         Participant could terminate his employment at any time.

3.       SCHEDULE OF BENEFITS. The Company will provide the Participant with the
         Benefits described on Schedule 1 attached.

4.       PAYMENT OF BENEFITS. Payments of any Benefits in cash will be made at
         such time and in such amounts as provided in the Plan.

5.       OFFSET OF AMOUNTS DUE. The Participant agrees and consents that the
         Plan Administrator, in its sole discretion, may deduct from any
         Benefits payable in cash to the Participant under the Plan any amounts
         owed to the Company by the Participant.

6.       RETURN OF COMPANY PROPERTY. No later than the Participant's Employment
         Termination Date (unless the Company agrees otherwise in writing), the
         Participant shall return to the Company any company-owned property,
         including, but not limited to, credit cards, documents, files,
         computers and any other company property of any kind or nature, in the
         Participant's possession as of his Employment Termination Date.

7.       NON-COMPETE; NO SOLICITATION; CONFIDENTIAL INFORMATION. In
         consideration for the payment of the Benefits to the Participant, the
         Participant shall not engage in any of the activities described in this
         Section 7.

         7.1      NON-COMPETE. During the period commencing with the
         Participant's Employment Termination Date and ending on the second
         anniversary of such date, the Participant shall not, without the
         written consent of the Company, at any time, directly or indirectly,
         become employed by, serve as a director of, or render advisory or
         consulting or other services in connection with any Competitor or in
         any capacity engage or participate in any activity as a Competitor.

         7.2      NO SOLICITATION. During the period commencing with the
         Participant's Employment Termination Date and ending on the second
         anniversary of such date, the Participant shall not, directly or
         indirectly,

                                       18

<PAGE>

EXHIBIT B                                                          EXHIBIT 10.13

         (a)      interfere with the relationship of the Company or any
         Affiliate with, or endeavor to entice away from the Company or any
         Affiliate, any individual or entity who was or is a material customer
         or material supplier of, or maintained a material business relationship
         with the Company or its Affiliates;

         (b)      establish (or take preliminary steps to establish) a business
         with, or cause or attempt to cause others to establish (or take
         preliminary steps to establish) a business with, any employee or agent
         of the Company or any of its Affiliates, if such business is or will
         compete with the Company or any of its Affiliates; or

         (c)      employ, engage as a consultant or adviser, or solicit the
         employment, engagement as a consultant or adviser, of any employee or
         agent of the Company or any of its Affiliates, or cause or attempt to
         cause any individual or entity to do any of the foregoing.

         7.3      CONFIDENTIAL INFORMATION. During the course of the
         Participant's employment with the Company, the Participant may have had
         access to or received Confidential Information. Each Participant is
         obligated to keep confidential all such Confidential Information,
         except that any Participant may disclose the Confidential Information
         (i) in connection with enforcing his rights under the Plan or if
         compelled by law, and in either case, the Participant shall provide
         written notice to the Company prior to the disclosure or (ii) if the
         Company provides written consent prior to the disclosure.

8.       NO KNOWLEDGE OF LEGAL VIOLATIONS. Except to the extent previously
         disclosed to the Company's chief compliance officer, if applicable, the
         Participant represents that he has no information or knowledge of any
         legal irregularity, violation, or alleged violation of any law,
         regulation, statute, or ordinance of any kind resulting from the
         operations of the Company or any other entity affiliated with the
         Company.

9.       SETTLEMENT. Payment of the Benefits is contingent upon the
         Participant's executing and returning this Release Agreement to the
         Company. The Participant may take up to _________________ (___) days to
         consider this Release Agreement prior to executing it. Furthermore, the
         Participant has a seven- (7) day period after executing this Release
         Agreement during which time the Participant may revoke his consent to
         the Agreement, and this Release Agreement will not become effective or
         enforceable until such revocation period has expired.

         The Participant represents and acknowledges that, in executing this
         Release Agreement, he does not rely, and has not relied, upon any
         representation or statement, oral or written, not set forth herein,
         made by any of the Releasees (as defined below) or by any of the
         Releasees' agents, representatives or attorneys with regard to the
         subject matter, basis or effect of this Release Agreement or otherwise.

         The Participant represents and agrees that he fully understands his
         right to discuss all aspects of this Release Agreement with his private
         attorney, that he has carefully read and fully understands all of the
         provisions of this Release Agreement and that he is voluntarily
         entering into this Release Agreement.

10.      RELEASE. This Release Agreement shall not in any way be construed as an
         admission by the Company or any other entity affiliated with the
         Company that it has acted wrongfully with respect to the Participant or
         any other Person, or that the Participant has any rights whatsoever
         against the Company or any other entity affiliated with the Company,
         and the Company specifically disclaims any liability for wrongful acts
         against the Participant and any other Person, on the part of itself and
         any other entity affiliated with the Company and the employees and
         agents thereof.

         As a material inducement for the Company to enter into this Release
         Agreement and except as otherwise provided in this Release Agreement,
         the Participant hereby irrevocably and unconditionally releases,
         acquits and forever discharges the Company and the Company and its
         directors, officers, shareholders, partners, representatives, agents,
         employees, predecessors, successors, affiliates, divisions,
         subsidiaries and related entities and their respective directors,
         officers, shareholders, agents, representatives and employees,
         (collectively "RELEASEES") from any and all claims, liabilities,
         obligations, damages, causes of action, demands, costs, losses, and/or
         expenses (including attorneys' fees), of any nature whatsoever, whether

                                       19

<PAGE>

EXHIBIT B                                                          EXHIBIT 10.13

         known or unknown, suspected or unsuspected, including, but not limited
         to, all claims arising out of, based upon, or relating to my employment
         with the Company, or compensation for that employment.

         Without limiting the generality of the foregoing, the Participant
         understands and agrees that the release in this Section 10 includes,
         but is not limited to, claims based on or relating to: (a) any express
         or implied employment contract; (b) wrongful discharge; (c) termination
         in breach of public policy; (d) age discrimination under the Age
         Discrimination in Employment Act of 1967, as amended ("ADEA"); (e)
         claims of discrimination, harassment or retaliation under title VII of
         the Civil Rights Act of 1964, as amended, or the Americans with
         Disabilities Act, both of which prohibit discrimination based on race,
         color, age, ancestry, national origin, sex, sexual orientation,
         religion, mental or physical disabilities, or marital status; (f) any
         other federal, state or local laws or regulations prohibiting
         employment discrimination; (g) personal injury, defamation, assault,
         battery, invasion of privacy, fraud, intentional or negligent
         misrepresentation of fact, intentional or negligent infliction of
         emotional distress, or false imprisonment; (h) claims for additional
         wages, compensation, overtime pay, severance pay, bonuses or welfare
         benefits, or any other entitlements or benefits as an employee of the
         Company; (i) any legal restrictions on the Company's right to terminate
         employees; (j) any express or implied covenant of good faith and fair
         dealing; and (k) claims for attorneys' fees or costs.

         In addition, the Participant waives all rights and benefits afforded by
         any state laws which provide in substance that a general release does
         not extend to claims which a person does not know or suspect to exist
         in his favor at the time of executing the release which, if known by
         him, must have materially affected employee's settlement with the other
         person.

         THE FOREGOING RELEASE EXPRESSLY EXCLUDES ANY CLAIMS AND RIGHTS THAT MAY
         ARISE AFTER THE DATE OF EXECUTION OF THIS RELEASE AGREEMENT AND ANY
         CLAIMS OR RIGHTS THAT THE PARTICIPANT MAY HAVE UNDER ANY DIRECTOR AND
         OFFICER INDEMNIFICATION PROGRAM OR POLICY OR ANY DIRECTOR AND OFFICER
         INSURANCE PROVIDED BY THE COMPANY AND ANY CLAIMS OR RIGHTS THAT THE
         PARTICIPANT MAY HAVE UNDER THE PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN.

7.       REVOCATION PERIOD. The foregoing waiver and release of claims under the
         ADEA may be revoked by the Participant within the seven- (7) day period
         commencing with the day after the date of the full execution of this
         Release Agreement, and the release of any claims under the ADEA will
         not become effective until the seven-day revocation period has expired.
         To exercise this right of revocation, the Participant must notify the
         Plan Administrator in writing before the expiration of the seven-day
         revocation period.

8.       MISCELLANEOUS.

         8.1      Administration. This Release Agreement will be administered by
         the Plan Administrator, or its delegates.

         8.2      Binding Arbitration. The Participant agrees to submit to final
         and binding arbitration in accordance with the provisions of Section
         17.5 of the Plan any controversy relating to the Plan or this Release
         Agreement, including without limitation, any and all disputes, claims
         (whether in tort, contract, statutory or otherwise) or disagreements
         concerning the interpretation or application of the provisions of the
         Plan or this Release Agreement, the Company's employment of Participant
         and the termination of that employment. No arbitration proceeding
         relating to the Plan or this Release Agreement may be initiated by the
         Participant unless the Participant has exhausted the claims review and
         appeals procedures specified in Section 15 of the Plan.

         8.3      Entire Agreement. This Release Agreement sets forth the entire
         agreement between the parties hereto, and fully supersedes any and all
         prior agreements or understandings, oral or written, between the
         parties hereto pertaining to the subject matter hereof.

         8.4      Governing Law. This Release Agreement shall be construed and
         interpreted in accordance with the laws of the State of Texas, except
         to the extent that the conflicts of laws provisions of the State of
         Texas

                                       20

<PAGE>

EXHIBIT B                                                          EXHIBIT 10.13

         would require the application of the relevant law of another
         jurisdiction, in which event the relevant law of the State of Texas
         will nonetheless apply, with venue for litigation being in the city in
         which the headquarters of Baker Hughes is located at the time the
         litigation is instituted.

         8.5      Severability. The invalidity or unenforceability of a term or
         provision of this Release Agreement shall not affect the validity or
         enforceability of any other term or provision of this Release
         Agreement, which shall remain in full force and effect.

         THIS RELEASE AGREEMENT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.
THE PARTICIPANT MAY TAKE UP TO ________________ (____) DAYS FROM RECEIPT OF THIS
RELEASE AGREEMENT TO CONSIDER ITS TERMS BEFORE SIGNING IT. THE PARTICIPANT IS
ENCOURAGED TO CONSULT AN ATTORNEY BEFORE EXECUTING THIS RELEASE AGREEMENT IF
THAT IS HIS DESIRE.

         EXECUTED by and between the Participant and the Company on the dates
indicated below each signature and is effective upon execution by both the
Participant and the Company.

[PARTICIPANT]                                   [COMPANY]

By: ___________________________             By: ___________________________
Name: _________________________             Name: _________________________
                                            Title: ________________________
Date: _________________________             Date: _________________________

                                       21

<PAGE>

EXHIBIT B                                                          EXHIBIT 10.13

                                   SCHEDULE 1

                               SEVERANCE BENEFITS
                                RELEASE AGREEMENT
                             PARTICIPANT'S BENEFITS

<TABLE>
<CAPTION>
          SEVERANCE BENEFITS                                                      DETAILS OF BENEFIT
          ------------------                                                      ------------------
<S>                                                           <C>
1.       Base compensation                                    [X] months of base compensation, for an aggregate amount of
                                                              $____________________.

2.       Insurance - medical, dental and vision               3 months of COBRA continued coverage paid by the Company, provided
                                                              Participant timely and properly elects COBRA continuation coverage.

3.       Outplacement                                         Outplacement services will be provided for the greater of 12 months or
                                                              until such time as the value of the outplacement services reaches the
                                                              maximum of $10,000.  The 12-month period commences with the first day
                                                              of the month following the month in which the Participant's Employment
                                                              Termination Date occurs.

            OTHER BENEFITS                                                        DETAILS OF BENEFIT
            --------------                                                        ------------------

1.       Insurance - life                                     Participant may, at his option, continue his basic (but not his
                                                              perquisite) life insurance coverage by completing the forms required
                                                              by the Plan Administrator.

2.       Insurance - disability                               Both short-term and long-term disability insurance coverage cease at
                                                              the Participant's Employment Termination Date.

3.       Perquisites                                          All perquisites terminate as of the Participant's Employment
                                                              Termination Date.

4.       Company property                                     All company property in the possession of Participant shall be
                                                              returned to the Company no later than the Participant's Employment
                                                              Termination Date.

5.       Expense account                                      Participant's final expense account to be submitted within 30 days of
                                                              Participant's Employment Termination Date.
</TABLE>

                                       22