<PAGE>

                                                                     EXHIBIT 4.4



                            BAKER HUGHES INCORPORATED

                     2002 EMPLOYEE LONG-TERM INCENTIVE PLAN
                         (EFFECTIVE AS OF MARCH 6, 2002)




<PAGE>



                                                                     EXHIBIT 4.4

                                TABLE OF CONTENTS


<Table>
<S>           <C>                                                                                              <C>
Article 1     Establishment, Objectives and Duration......................................................      A-1
Article 2     Definitions and construction................................................................      A-1
Article 3     Administration..............................................................................      A-6
Article 4     Shares Subject to Plan and Maximum Awards...................................................      A-6
Article 5     Eligibility and Participation...............................................................      A-8
Article 6     Stock Options...............................................................................      A-8
Article 7     Stock Appreciation Rights...................................................................      A-9
Article 8     Restricted Stock and Restricted Stock Units.................................................     A-10
Article 9     Performance Units, Performance Shares and Cash-Based Awards; Stock Awards...................     A-11
Article 10    Performance Measures........................................................................     A-12
Article 11    Beneficiary Designation.....................................................................     A-13
Article 12    Deferrals...................................................................................     A-13
Article 13    Rights of Employees/ Directors..............................................................     A-13
Article 14    Acceleration................................................................................     A-14
Article 15    Amendment, Modification, Suspension and termination.........................................     A-14
Article 16    Withholding.................................................................................     A-14
Article 17    Successors..................................................................................     A-15
Article 18    General Provisions..........................................................................     A-15
</Table>


<PAGE>


                                                                     EXHIBIT 4.4


                            BAKER HUGHES INCORPORATED

                     2002 EMPLOYEE LONG-TERM INCENTIVE PLAN

ARTICLE 1. ESTABLISHMENT, OBJECTIVES AND DURATION.

                  1.1 ESTABLISHMENT. Baker Hughes Incorporated, a Delaware
         corporation (the "Company"), hereby establishes an incentive
         compensation plan to be known as the "Baker Hughes Incorporated 2002
         Employee Long-Term Incentive Plan" (this "Plan"), to reward certain
         corporate officers and key employees of the Company by enabling them to
         acquire shares of common stock of the Company and to receive other
         compensation based on common stock of the Company or certain
         performance measures. This Plan permits the grant of Options, Stock
         Appreciation Rights, Restricted Stock, Restricted Stock Units,
         Performance Shares, Performance Units, Stock Awards and Cash-Based
         Awards (as this Plan defines each of those terms below).

                      This Plan shall become effective as of March 6, 2002 (the
         "Effective Date") and shall remain in effect as provided in Section
         1.3.

                  1.2 OBJECTIVES. This Plan is designed to attract and retain
         key employees of the Company and its Affiliates (defined below), to
         encourage the sense of proprietorship of those employees and to
         stimulate the active interest of these persons in the development and
         financial success of the Company and its Affiliates. These objectives
         are to be accomplished by making Awards (defined below) under this Plan
         and thereby providing Participants (defined below) with a proprietary
         interest in the growth and performance of the Company and its
         Affiliates.

                  1.3 DURATION. This Plan shall commence as of the Effective
         Date and shall remain in effect, subject to the right of the Board of
         Directors to amend or terminate this Plan at any time pursuant to
         Article 15, until all Shares subject to it shall have been purchased or
         acquired according to this Plan's provisions. However, in no event may
         an Award be granted under this Plan on or after the tenth anniversary
         of the Effective Date.

ARTICLE 2. DEFINITIONS AND CONSTRUCTION.

                  2.1 Whenever used in this Plan, the following capitalized
         terms in this Section 2.1 shall have the meanings set forth below, and
         when the meaning is intended, the initial letter of the word shall be
         capitalized:

                           "AFFILIATE" shall have the meaning ascribed to such
                  term in Rule 12b-2 of the General Rules and Regulations of the
                  Exchange Act.

                           "AWARD" means, individually or collectively, a grant
                  under this Plan to a Participant of Options, Stock
                  Appreciation Rights, Restricted Stock, Restricted Stock Units,
                  Performance Shares, Performance Units, Cash-Based Awards or
                  Stock Awards.

                           "AWARD AGREEMENT" means either (a) an agreement that
                  the Company and a Participant enters into that sets forth the
                  terms and provisions applicable to an Award granted under this
                  Plan or (b) a statement that the Company issues to a
                  Participant describing the terms and provisions of the Award.

                           "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall
                  have the meaning ascribed to the term in Rule 13d-3 of the
                  General Rules and Regulations under the Exchange Act.

                           "BOARD" or "BOARD OF DIRECTORS" means the Board of
                  Directors of the Company.


                                      A-1
<PAGE>
                                                                     EXHIBIT 4.4


                           "CASH-BASED AWARD" means an Award granted to a
                  Participant as described in Article 9.

                           "CAUSE" for termination by the Company of the
                  Employee's employment means (a) 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 or any such actual or anticipated
                  failure after the issuance of a notice of termination for Good
                  Reason by the Employee) after a written demand for substantial
                  performance is delivered to the Employee by the Committee,
                  which demand specifically identifies the manner in which the
                  Committee believes that the Employee has not substantially
                  performed the Employee's duties, or (b) the willful engaging
                  by the Employee in conduct which is demonstrably and
                  materially injurious to the Company or its subsidiaries,
                  monetarily or otherwise. For purposes of Sections (a) and (b)
                  of this definition, (i) no act, or failure to act, on the
                  Employee's part shall be deemed "willful" unless done, or
                  omitted to be done, by the Employee not in good faith and
                  without reasonable belief that the Employee's act, or failure
                  to act, was in the best interest of the Company and (ii) 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 Committee
                  by clear and convincing evidence that Cause exists.

                           A "CHANGE IN CONTROL" of the Company shall be deemed
                  to have occurred as of the first day that any one or more of
                  the following conditions shall have been satisfied:

                           (a) Any Person is or becomes a Beneficial Owner,
                  directly or indirectly, of securities of the Company (not
                  including in the securities beneficially owned by this Person
                  any securities acquired directly from the Company or its
                  Affiliates) representing 30% or more of the combined voting
                  power of the Company's then outstanding securities, excluding
                  any Person who becomes, as described in this Section (a), a
                  Beneficial Owner in connection with a transaction described in
                  Section (c)(i) of this definition below; or

                           (b) The following individuals cease for any reason to
                  constitute a majority of the number of Directors then serving:
                  individuals who, on the Effective Date, 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 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

                           (c) 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 (i) a merger or
                  consolidation that 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 Affiliate, at least 55% 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 (ii) 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 this
                  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
                  30% or more of the combined voting power of the Company's then
                  outstanding securities; or

                           (d) 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 entity
                  surviving such merger or any parent


                                      A-2
<PAGE>
                                                                     EXHIBIT 4.4

                  thereof (or a majority plus one member where such board is
                  comprised of an odd number of members); or

                           (e) 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 (i) a sale or disposition by the Company of all or
                  substantially all of the Company's assets to an entity, at
                  least 55% 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, or (ii) where the
                  individuals who comprise the Board immediately prior thereto
                  constitute at least a majority of the board of directors of
                  such entity or any parent thereof (or a majority plus one
                  member where such board is comprised of an odd number of
                  members).

                               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
                  that owns all or substantially all of the assets of the
                  Company immediately following such transaction or series of
                  transactions.

                           "CODE" means the Internal Revenue Code of 1986, as
                  amended from time to time.

                           "COMMITTEE" means the Compensation Committee of the
                  Board or such other committee of the Board or the entire Board
                  as the Board designates to administer Awards to Employees, as
                  specified in Article 3.

                           "COMPANY" shall have the meaning ascribed to that
                  term in Section 1.1.

                           "DIRECTOR" means any individual who is a member of
                  the Board of Directors of the Company.

                           "EFFECTIVE DATE" shall have the meaning ascribed to
                  that term in Section 1.1.

                           "EMPLOYEE" means (i) any employee of the Company or
                  any of its Affiliates or (ii) an individual who has agreed to
                  become an Employee of the Company or any of its Affiliates and
                  is expected to become an Employee within the following 6
                  months.

                           "ERISA" means the Employee Retirement Income Security
                  Act of 1974, as amended from time to time.

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

                           "FAIR MARKET VALUE" means the value per Share as
                  determined by the Committee, based on the composite
                  transactions in Shares as reported by The Wall Street Journal,
                  and shall be equal to the per share price of the last sale of
                  Shares on the trading day prior to the date on which value is
                  being determined.

                           "FISCAL YEAR" means the year commencing January 1 and
                  ending December 31.

                           "FREESTANDING SAR" means an SAR that is granted
                  independently of any Option, as described in Article 7.

                           "GOOD REASON" for termination by the Employee of the
                  Employee's employment means the occurrence (without the
                  Employee's express written consent) after any Change in
                  Control, or prior to a


                                      A-3
<PAGE>
                                                                     EXHIBIT 4.4



                  Change in Control under the circumstances described in clauses
                  (b) and (c) of Section 14.2 hereof, 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 (a), (e), (f) or (g) below, such act or
                  failure to act is corrected prior to the effective date of the
                  Employee's termination for Good Reason;

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

                           (b) a reduction by the Company in the Employee's
                  annual base salary as in effect on the date hereof or as 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;

                           (c) the relocation of the Employee's principal place
                  of employment to a location more than 50 miles from the
                  Employee's principal place of employment immediately prior to
                  the Change in Control or the Company's requiring the 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 Employee's present business
                  travel obligations;

                           (d) the failure by the Company to pay to the Employee
                  any portion of the 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 Employee any portion of an installment of
                  deferred compensation under any deferred compensation program
                  of the Company, within 7 days of the date such compensation is
                  due;

                           (e) the failure by the Company to continue in effect
                  any compensation plan in which the Employee participates
                  immediately prior to the Change in Control which is material
                  to the 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 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
                  Employee's participation relative to other participants, as
                  existed immediately prior to the Change in Control;

                           (f) the failure by the Company to continue to provide
                  the Employee with benefits substantially similar to those
                  enjoyed by the Employee under any of the Company's pension,
                  savings, life insurance, medical, health and accident, or
                  disability plans in which the 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 Employee of any material fringe benefit or
                  perquisite enjoyed by the Employee at the time of the Change
                  in Control, or the failure by the Company to provide the
                  Employee with the number of paid vacation days to which the
                  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

                           (g) if the Employee is party to an individual
                  employment, severance, or similar agreement with the Company,
                  any purported termination of the Employee's employment which
                  is not effected pursuant to the notice of termination or other
                  procedures specified therein satisfying the requirements
                  thereof; for purposes of this Plan, no such purported
                  termination shall be effective.


                                      A-4
<PAGE>
                                                                     EXHIBIT 4.4



                           The Employee's right to terminate the Employee's
                  employment for Good Reason shall not be affected by the
                  Employee's incapacity due to physical or mental illness. The
                  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 Employee that Good
                  Reason exists shall be presumed to be correct unless the
                  Company establishes to the Committee by clear and convincing
                  evidence that Good Reason does not exist.

                           "OPTION" means a nonqualified stock option, as
                  defined in Code Section 83 and the regulations promulgated
                  under that Section, granted to a Participant, as described in
                  Article 6.

                           "OPTION PRICE" means the price at which a Participant
                  may purchase a Share pursuant to an Option.

                           "PARTICIPANT" means an Employee who has been selected
                  to receive an Award or who has an outstanding Award granted
                  under this Plan.

                           "PERFORMANCE-BASED AWARD" means a Performance Share,
                  a Performance Unit, a Cash-Based Award or a Stock Award
                  granted to a Participant, as described in Article 9, of which
                  the fulfillment of performance goals determines the degree of
                  payout or vesting.

                           "PERFORMANCE PERIOD" means the period of time during
                  which the performance goals must be met to determine the
                  degree of payout or vesting with respect to certain
                  Performance-Based Awards.

                           "PERFORMANCE SHARE" means an Award granted to a
                  Participant, as described in Article 9.

                           "PERFORMANCE UNIT" means an Award granted to a
                  Participant, as described in Article 9.

                           "PERIOD OF RESTRICTION" means the period during which
                  the transfer of Shares of Restricted Stock is limited in some
                  way (based on the passage of time, the achievement of
                  performance goals or upon the occurrence of other events as
                  determined by the Committee, at its discretion) and the Shares
                  are subject to a substantial risk of forfeiture, as provided
                  in Article 8.

                           "PERSON" shall have the meaning ascribed to the term
                  in Section 3(a)(9) of the Exchange Act and used in Sections
                  13(d) and 14(d) thereof, including a "group" as defined in
                  Section 13(d) thereof, except that the term shall not include
                  (a) the Company or any of its Affiliates, (b) a trustee or
                  other fiduciary holding Company securities under an employee
                  benefit plan of the Company or any of its Affiliates, (c) an
                  underwriter temporarily holding securities pursuant to an
                  offering of those securities or (d) 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.

                           "RESTRICTED STOCK" means an Award granted to a
                  Participant pursuant to Article 8.

                           "RESTRICTED STOCK UNIT" means an Award granted to a
                  Participant, as described in Article 8.

                           "SHARES" means the common stock of the Company, $1.00
                  par value per share.

                           "STOCK APPRECIATION RIGHT" or "SAR" means an Award,
                  granted alone or in connection with a related Option,
                  designated as an SAR, pursuant to the terms of Article 7.

                           "STOCK AWARD" means an Award granted pursuant to the
                  terms of Section 9.6.


                                      A-5
<PAGE>
                                                                     EXHIBIT 4.4



                           "TANDEM SAR" means an SAR that is granted in
                  connection with a related Option pursuant to Article 7, the
                  exercise of which shall require forfeiture of the right to
                  purchase a Share under the related Option (and when a Share is
                  purchased under the Option, the Tandem SAR shall similarly be
                  canceled).

                  2.2 As used in this 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 Articles mean the sections
         and articles of this Plan.

ARTICLE 3. ADMINISTRATION.

                  3.1 GENERAL. Subject to the terms and conditions of this Plan,
         the Committee shall administer this Plan or, in the absence of the
         Committee, the Board shall administer this Plan. The Board shall
         appoint the members of the Committee, from time to time, who shall
         serve at the discretion of the Board. The Committee shall have full and
         exclusive power and authority to administer this Plan and to take all
         actions that this Plan specifically contemplates or are necessary or
         appropriate in connection with the administration of this Plan.

                  3.2 AUTHORITY OF THE COMMITTEE. The Committee shall also have
         full and exclusive power to interpret this Plan and to adopt such
         rules, regulations and guidelines for carrying out this Plan as it may
         deem necessary or proper, all of which powers shall be exercised in the
         best interests of the Company and in keeping with the objectives of
         this Plan. The Committee shall have full power to select Employees who
         shall participate in this Plan, determine the sizes and types of Awards
         and determine the terms and conditions of Awards to Employees in a
         manner consistent with this Plan. The Committee may, in its discretion,
         provide for the extension of the exercisability of an Award, accelerate
         the vesting or exercisability of an Award, eliminate or make less
         restrictive any restrictions contained in an Award to an Employee,
         waive any restriction or other provision of this Plan or an Award or
         otherwise amend or modify an Award in any manner that is either (i) not
         adverse to the Participant to whom the Award was granted or (ii) to
         which the Participant consents. The Committee may make an Award to an
         individual who it expects to become an Employee of the Company or any
         of its Affiliates within the next 6 months, with the Award being
         subject to the individual's actually becoming an Employee within that
         time period and subject to other terms and conditions as the Committee
         may establish. The Committee may correct any defect or supply any
         omission or reconcile any inconsistency in this Plan or in any Award in
         the manner and to the extent the Committee deems necessary or desirable
         to further this Plan's objectives. Further, the Committee shall make
         all other determinations that may be necessary or advisable for the
         administration of this Plan. As permitted by law and the terms of this
         Plan, the Committee may delegate its authority as identified in Section
         3.3.

                  3.3 DELEGATION OF AUTHORITY. The Committee may delegate to the
         Chief Executive Officer and to other senior officers of the Company its
         duties under this Plan pursuant to such conditions or limitations as
         the Committee may establish. The Committee may engage or authorize the
         engagement of a third-party administrator to carry out administrative
         functions under this Plan.

                  3.4 DECISIONS BINDING. All determinations and decisions made
         by the Committee and the Board pursuant to the provisions of this Plan
         and all related orders and resolutions of the Committee and the Board
         shall be final, conclusive and binding on all persons, including the
         Company, its stockholders, Employees, Participants and the estates and
         beneficiaries of Employees and Participants.

                      Under no circumstances shall the Company incur liability
         for any indirect, incidental, consequential or special damages
         (including lost profits) of any form incurred by any person, whether or
         not foreseeable and regardless of the form of the act in which such a
         claim may be brought, with respect to this Plan or the Company's role
         as Plan sponsor.

ARTICLE 4. SHARES SUBJECT TO PLAN AND MAXIMUM AWARDS.

         4.1 NUMBER OF SHARES AVAILABLE FOR AWARDS. Subject to adjustment as
provided in Section 4.2, the number of Shares hereby reserved for issuance to
Participants under this Plan shall be 9,500,000, no more


                                      A-6
<PAGE>
                                                                     EXHIBIT 4.4



than 3,000,000 of which may be granted in the form of Awards other than in the
form of Options. These Shares may consist of authorized but unissued Shares or
previously issued Shares reacquired by the Company. The number of Shares that
are the subject of Awards under this Plan that are forfeited or terminated,
expire unexercised, are settled in cash in lieu of Shares or in a manner such
that all or some of the Shares covered by an Award are not issued to a
Participant or are exchanged for Awards that do not involve Shares shall again
immediately become available to be issued pursuant to Awards granted under this
Plan. The Committee shall determine the appropriate methodology for calculating
the number of Shares issued pursuant to this Plan. The following rules ("Award
Limitations") shall apply to grants of such Awards under this Plan:

                  (a) OPTIONS. The maximum aggregate number of Shares that may
         be granted in the form of Options pursuant to any Award granted in any
         one Fiscal Year to any one Employee shall be 3,000,000.

                  (b) SARs. The maximum aggregate number of Shares that may be
         granted in the form of Stock Appreciation Rights pursuant to any Award
         granted in any one Fiscal Year to any one Employee shall be 3,000,000.

                  (c) RESTRICTED STOCK/UNITS. The maximum aggregate grant with
         respect to Awards of Restricted Stock/Units granted in any one Fiscal
         Year to any one Employee shall be 1,000,000.

                  (d) PERFORMANCE SHARES/PERFORMANCE UNITS AND CASH-BASED
         AWARDS. The maximum aggregate grant with respect to Awards of
         Performance Shares made in any one Fiscal Year to any one Employee
         shall be equal to the value of 1,000,000 Shares, determined as of the
         date of grant. The maximum aggregate amount awarded or credited with
         respect to Cash-Based Awards or Performance Units to any one Employee
         in any one Fiscal Year may not exceed in value $10,000,000, determined
         as of the date of grant.

         4.2 ADJUSTMENTS IN AUTHORIZED SHARES. The existence of outstanding
Awards shall not affect in any manner the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the capital stock of the Company or its
business or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock (whether or not such issue is
prior to, on a parity with or junior to the Shares) or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business or any other corporate act or proceeding of any kind, whether
or not of a character similar to that of the acts or proceedings enumerated
above.

             If there shall be any change in the Shares of the Company or the
capitalization of the Company through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, reverse stock split, split up,
spin-off, combination of shares, exchange of shares, dividend in kind or other
like change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company, the Board, in its sole discretion, to
prevent dilution or enlargement of Participants' rights under this Plan, shall
adjust, in an equitable manner, as applicable, the number and kind of Shares
that may be issued under this Plan, the number and kind of Shares subject to
outstanding Awards, the exercise price applicable to outstanding Awards, the
Awards Limitations, the Fair Market Value of the Shares and other value
determinations applicable to outstanding Awards. In the event of a corporate
merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Board shall be authorized to issue or assume
Awards by means of substitution of new Awards, as appropriate, for previously
issued Awards or to assume previously issued Awards as part of such adjustment.
In the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Board shall be authorized
(a) to assume under the Plan previously issued compensatory awards, or to
substitute new Awards for previously issued compensatory awards, including
Awards, as part of such adjustment or (b) to cancel Awards that are Options or
SARs and give the Participants who are the holders of such Awards notice and
opportunity to exercise for 30 days prior to such cancellation.


                                      A-7
<PAGE>
                                                                     EXHIBIT 4.4



                           Appropriate adjustments may also be made by the Board
         in the terms of any Awards under this Plan to reflect such changes or
         distributions and to modify any other terms of outstanding Awards on an
         equitable basis, including modifications of performance goals and
         changes in the length of Performance Periods.

                           In addition, other than with respect to Options,
         Stock Appreciation Rights and other Awards intended to constitute
         Performance-Based Awards, the Board is authorized to make adjustments
         to the terms and conditions of, and the criteria included in, Awards in
         recognition of unusual or nonrecurring events affecting the Company or
         the financial statements of the Company, or in response to changes in
         applicable laws, regulations or accounting principles. The
         determination of the Board as to the foregoing adjustments, if any,
         shall be conclusive and binding on Participants under this Plan.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION.

                  5.1 ELIGIBILITY. Persons eligible to participate in this Plan
         include all Employees.

                  5.2 ACTUAL PARTICIPATION. Subject to the provisions of this
         Plan, the Committee may, from time to time, select from all eligible
         Employees those to whom Awards shall be granted and shall determine the
         nature and amount of each Award, subject to the provisions of this
         Plan.

ARTICLE 6. OPTIONS.

                  6.1 GRANT OF OPTIONS. Subject to the terms and provisions of
         this Plan, Options may be granted to Participants in such number, upon
         the terms and at any time, and from time to time, as the Committee.

                  6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by
         an Award Agreement that shall specify the Option Price, the duration of
         the Option, the number of Shares to which the Option pertains, and
         other provisions as the Committee shall determine that are not
         inconsistent with the terms of this Plan.

                  6.3 OPTION PRICE. The Committee shall determine the Option
         Price for each grant of an Option under this Plan. The Option Price
         shall not be less than the Fair Market Value of the Shares on the date
         of grant.

                  6.4 DURATION OF OPTIONS. Each Option granted to a Participant
         shall expire at the time the Committee shall determine at the time of
         grant; provided that no Option shall be exercisable later than the
         tenth anniversary date of its grant.

                  6.5 EXERCISE OF OPTIONS. Options granted under this Article 6
         shall be exercisable at the times and be subject to the restrictions
         and conditions as the Committee shall in each instance approve, which
         need not be the same for each grant or for each Participant.

                  6.6 PAYMENT. Options granted under this Article 6 shall be
         exercised in the form and manner as the Committee shall determine from
         time to time.

                      The Option Price upon exercise of any Option shall be
         payable to the Company in full either (a) in cash or its equivalent;
         (b) by tendering previously acquired Shares having an aggregate Fair
         Market Value at the time of exercise equal to the total Option Price
         (provided that the Shares that are tendered must have been held by the
         Participant for at least 6 months prior to their tender to satisfy the
         Option Price); (c) by a combination of (a) and (b); or (d) any other
         method approved by the Committee in its sole discretion at the time of
         grant and as set forth in the Award Agreement. An Award Agreement
         evidencing an Option may, in the discretion of the Committee, provide
         for a "cashless exercise" of an Option by establishing procedures
         whereby the Participant, by a properly executed written notice, directs
         (1) an immediate sale or margin loan respecting all or a part of the
         Shares to which he is entitled upon exercise pursuant to an extension
         of credit by the Company to the Participant of the Option Price, (2)
         the delivery of the Shares from the Company directly to a brokerage
         firm and (3) the delivery of the Option Price from sale or margin loan
         proceeds from the brokerage firm directly to the Company.


                                      A-8
<PAGE>
                                                                     EXHIBIT 4.4



                      Subject to any governing rules or regulations and Section
         18.10, after the exercise of the Option and full payment of the Option
         Price in the form and manner as the Committee shall determine, the
         Participant may pay the required fee and request a Share certificate
         based upon the number of Shares purchased under the Option through the
         third-party administrator designated by the Committee to have this
         administrative duty. In addition, the Company may, at its option, issue
         or cause to be issued Share certificates.

                      Unless otherwise determined by the Committee, all payments
         under all of the methods indicated above shall be paid in United States
         dollars.

                  6.7 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may
         impose such restrictions on any Shares acquired pursuant to the
         exercise of an Option granted under this Article 6 as it may deem
         advisable, including restrictions under applicable federal securities
         laws, under the requirements of any stock exchange or market upon which
         such Shares are then listed or traded and under any blue sky or state
         securities laws applicable to such Shares.

                  6.8 TERMINATION OF EMPLOYMENT. Each Participant's Award
         Agreement shall set forth the extent to which the Participant shall
         have the right to exercise the Option following termination of the
         Participant's employment with the Company or its Affiliates. Such
         provisions shall be determined in the sole discretion of the Committee,
         shall be included in the Award Agreement entered into with each
         Participant, need not be uniform among all Options issued pursuant to
         this Article 6 and may reflect distinctions based on the reasons for
         termination.

                  6.9 TRANSFERABILITY OF OPTIONS. Except as otherwise provided
         in a Participant's Award Agreement, no Option granted under this
         Article 6 may be sold, transferred, pledged, assigned, or otherwise
         alienated or hypothecated, other than by will or by the laws of descent
         and distribution. Further, except as otherwise provided in a
         Participant's Award Agreement, all Options granted to a Participant
         under this Article 6 shall be exercisable during his or her lifetime
         only by such Participant.

                      Any attempted assignment of an Option in violation of this
         Section 6.9 shall be null and void.

ARTICLE 7. STOCK APPRECIATION RIGHTS.

                  7.1 GRANT OF SARs. Subject to the terms and conditions of this
         Plan, SARs may be granted to an Employee at any time, and from time to
         time, as the Committee shall determine. The Committee may grant
         Freestanding SARs, Tandem SARs or any combination of these forms of
         SAR.

                      Subject to the terms and conditions of this Plan, the
         Committee shall have complete discretion in determining the number of
         SARs granted to each Employee and, consistent with the provisions of
         this Plan, in determining the terms and conditions pertaining to such
         SARs.

                      The grant price of a Freestanding SAR shall not be less
         than the Fair Market Value of a Share on the date of grant of the SAR.
         The grant price of Tandem SARs shall equal the Option Price of the
         related Option.

                  7.2 SAR AGREEMENT. Each SAR grant shall be evidenced by an
         Award Agreement that shall specify the grant price, the term of the SAR
         and such other provisions as the Committee shall determine.

                  7.3 TERM OF SARs. The term of an SAR granted under this Plan
         shall be determined by the Committee, in its sole discretion; provided
         that no SAR shall be exercisable later than the tenth anniversary date
         of its grant.

                  7.4 EXERCISE OF FREESTANDING SARs. Freestanding SARs may be
         exercised upon whatever terms and conditions the Committee, in its sole
         discretion, imposes upon them.

                  7.5 EXERCISE OF TANDEM SARs. Tandem SARs may be exercised for
         all or part of the Shares subject to the related Option upon the
         surrender of the right to exercise the equivalent portion of the
         related


                                      A-9
<PAGE>
                                                                     EXHIBIT 4.4



         Option. A Tandem SAR may be exercised only with respect to the Shares
         for which its related Option is then exercisable.

                  7.6 PAYMENT OF SAR AMOUNT. Upon the exercise of an SAR, an
         Employee shall be entitled to receive payment from the Company in an
         amount determined by multiplying:

                           (a) The difference between the Fair Market Value of a
                  Share on the date of exercise over the grant price by

                           (b) The number of Shares with respect to which the
                  SAR is exercised.

                           At the discretion of the Committee, the payment upon
         SAR exercise may be in cash, in Shares of equivalent value, in some
         combination thereof or in any other manner approved by the Committee in
         its sole discretion. The Committee's determination regarding the form
         of SAR payout may be set forth in the Award Agreement pertaining to the
         grant of the SAR.

                  7.7 TERMINATION OF EMPLOYMENT. Each Award Agreement shall set
         forth the extent to which the Employee shall have the right to exercise
         the SAR following termination of the Employee's employment with the
         Company or its Affiliates. Such provisions shall be determined in the
         sole discretion of the Committee, shall be included in the Award
         Agreement entered into with Employees, need not be uniform among all
         SARs issued pursuant to this Plan and may reflect distinctions based on
         the reasons for termination.

                  7.8 NONTRANSFERABILITY OF SARs. Except as otherwise provided
         in an Employee's Award Agreement, no SAR granted under this Plan may be
         sold, transferred, pledged, assigned or otherwise alienated or
         hypothecated, other than by will or by the laws of descent and
         distribution. Further, except as otherwise provided in an Employee's
         Award Agreement, all SARs granted to an Employee under this Plan shall
         be exercisable during his or her lifetime only by the Employee, and
         after that time, by the Employee's heirs or estate. Any attempted
         assignment of an SAR in violation of this Section 7.8 shall be null and
         void.

ARTICLE 8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

                  8.1 GRANT OF RESTRICTED STOCK/UNITS. Subject to the terms and
         provisions of this Plan, the Committee, at any time, and from time to
         time, may grant Shares of Restricted Stock and Restricted Stock Units
         to Participants in such amounts as the Committee shall determine.
         Restricted Stock Units shall be similar to Restricted Stock, except
         that no Shares are actually awarded to the Participant until a later
         date, unless the payout is otherwise made in cash.

                  8.2 RESTRICTED STOCK AGREEMENT. Each Restricted Stock or
         Restricted Stock Unit grant shall be evidenced by an Award Agreement
         that shall specify the Period(s) of Restriction, the number of Shares
         of Restricted Stock (or the number of Restricted Stock Units) granted
         and such other provisions as the Committee shall determine.

                  8.3 TRANSFERABILITY. Except as provided in this Article 8, the
         Shares of Restricted Stock or Restricted Stock Units granted herein may
         not be sold, transferred, pledged, assigned or otherwise alienated or
         hypothecated until the end of the applicable Period of Restriction
         established by the Committee and specified in the Award Agreement, or
         upon earlier satisfaction of any other conditions, as specified by the
         Committee in its sole discretion and set forth in the Award Agreement.
         All rights with respect to the Restricted Stock or Restricted Stock
         Units granted to a Participant under this Plan shall be available
         during his or her lifetime only to the Participant, and after that
         time, to the Participant's heirs or estate. Any attempted assignment of
         Restricted Stock or Restricted Stock Units in violation of this Section
         8.3 shall be null and void.

                  8.4 OTHER RESTRICTIONS. The Committee shall impose other
         conditions or restrictions on any Shares of Restricted Stock or
         Restricted Stock Units granted pursuant to this Plan as it may deem
         advisable, including a requirement that Participants pay a stipulated
         purchase price for each Share of Restricted Stock or each Restricted
         Stock Unit, restrictions based upon the achievement of specific
         performance goals, time-based


                                      A-10
<PAGE>
                                                                     EXHIBIT 4.4



         restrictions on vesting following the attainment of the performance
         goals, time-based restrictions or restrictions under applicable federal
         or state securities laws.

                      To the extent deemed appropriate by the Committee, the
         designated third-party administrator may retain the certificates
         representing Shares of Restricted Stock in its possession until such
         time as all conditions and restrictions applicable to such Shares have
         been satisfied or lapse.

                      Except as otherwise provided in this Article 8, Shares of
         Restricted Stock covered by each Restricted Stock Award shall become
         freely transferable by the Participant after all conditions and
         restrictions applicable to such Shares have been satisfied or lapse.

                  8.5 VOTING RIGHTS. To the extent permitted by the Committee or
         required by law, Participants holding Shares of Restricted Stock
         granted hereunder may be granted the right to exercise full voting
         rights with respect to those Shares during the Period of Restriction. A
         Participant shall have no voting rights with respect to any Restricted
         Stock Units granted hereunder.

                  8.6 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
         Restriction, Participants holding Shares of Restricted Stock or
         Restricted Stock Units granted hereunder may, if the Committee so
         determines, be credited with dividends paid with respect to the
         underlying Shares while they are so held in a manner determined by the
         Committee in its sole discretion. The Committee may apply any
         restrictions to the dividends that it deems appropriate.

                  8.7 TERMINATION OF EMPLOYMENT. Each Award Agreement shall set
         forth the extent to which the Participant shall have the right to
         receive unvested Restricted Stock and/or Restricted Stock Units
         following termination of the Participant's employment with the Company
         or its Affiliates. Such provisions shall be determined in the sole
         discretion of the Committee, shall be included in the Award Agreement
         entered into with each Participant, need not be uniform among all
         Shares of Restricted Stock or Restricted Stock Units issued pursuant to
         this Plan and may reflect distinctions based on the reasons for
         termination.

ARTICLE 9. PERFORMANCE UNITS, PERFORMANCE SHARES AND CASH-BASED AWARDS; STOCK
           AWARDS.

                  9.1 GRANT OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS.
         Subject to the terms of this Plan, Performance Units, Performance
         Shares and/or Cash-Based Awards may be granted to Employees in such
         amounts and upon such terms, and at any time and from time to time, as
         the Committee shall determine.

                  9.2 VALUE OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS.
         Each Performance Unit shall have an initial value that the Committee
         shall establish at the time of grant. Each Performance Share shall have
         an initial value equal to the Fair Market Value of a Share on the date
         of grant. Each Cash-Based Award shall have a value as the Committee may
         determine. The Committee shall set performance goals in its discretion
         that, depending on the extent to which they are met, shall determine
         the number and value of Performance Units/Shares and Cash-Based Awards
         which shall be paid out to the Employee.

                  9.3 EARNING OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS.
         Subject to the terms of this Plan, after the applicable Performance
         Period has ended, the holder of Performance Units/Shares and Cash-Based
         Awards shall be entitled to receive payout on the number and value of
         Performance Units/Shares and Cash-Based Awards the Employee earned over
         the Performance Period, to be determined as a function of the extent to
         which the corresponding performance goals have been achieved.

                  9.4 FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES AND
         CASH-BASED AWARDS. Payment of earned Performance Units/Shares and
         Cash-Based Awards shall be as the Committee determines and as set forth
         in the Award Agreement. Subject to the terms of this Plan, the
         Committee, in its sole discretion, may pay earned Performance
         Units/Shares and Cash-Based Awards in the form of cash or in Shares (or
         in a combination thereof) that have an aggregate Fair Market Value
         equal to the value of the earned Performance Units/Shares and
         Cash-Based Awards at the close of the applicable Performance Period.
         Such Shares may be granted subject to any restrictions deemed
         appropriate by the Committee.


                                      A-11
<PAGE>
                                                                     EXHIBIT 4.4



                      At the discretion of the Committee, Employees holding
         Performance Units/Shares may be entitled to receive dividend units with
         respect to dividends declared with respect to the Shares. Such
         dividends may be subject to the same accrual, forfeiture and payout
         restrictions as apply to dividends earned with respect to Shares of
         Restricted Stock, as set forth in Section 8.6, as determined by the
         Committee.

                  9.5 NONTRANSFERABILITY. Except as otherwise provided in an
         Employee's Award Agreement, Performance Units/Shares and Cash-Based
         Awards may not be sold, transferred, pledged, assigned or otherwise
         alienated or hypothecated, other than by will or by the laws of descent
         and distribution. Further, except as otherwise provided in an
         Employee's Award Agreement, an Employee's rights under this Plan shall
         be exercisable during the Employee's lifetime only by the Employee, and
         after that time, by the Employee's heirs or estate. Any attempted
         assignment of Performance Units/Shares or Cash-Based Awards in
         violation of this Section 9.5 shall be null and void.

                  9.6 STOCK AWARDS. The Committee may grant other types of
         equity-based or equity-related Awards (including the grant or offer for
         sale of unrestricted Shares) in such amounts and subject to such terms
         and conditions, as the Committee shall determine. Such Awards may
         entail the transfer of actual Shares to Participants or payment in cash
         or otherwise of amounts based on the value of Shares and may include
         Awards designed to comply with or take advantage of the applicable
         local laws of jurisdictions other than the United States.

ARTICLE 10. PERFORMANCE MEASURES.

                  Performance measures, the attainment of which may determine
the degree of payout or vesting with respect to certain Performance-Based
Awards, shall be chosen from among:

                  (a)      Net earnings;

                  (b)      Earnings per share;

                  (c)      Net sales growth;

                  (d)      Net income (before or after taxes);

                  (e)      Net operating profit;

                  (f)      Return measures (including return on assets, equity,
                           net capital employed or sales);

                  (g)      Cash flow (including operating cash flow and free
                           cash flow);

                  (h)      Cash flow return on investments, which equals net
                           cash flows divided by owner's equity;

                  (i)      Earnings before or after taxes, interest,
                           depreciation and/or amortization;

                  (j)      Internal rate of return or increase in net present
                           value;

                  (k)      Dividend payments to parent;

                  (l)      Gross revenues;

                  (m)      Gross margins;

                  (n)      Operating margin;

                  (o)      Share price (including growth measures and total
                           shareholder return);


                                      A-12
<PAGE>
                                                                     EXHIBIT 4.4



                  (p)      Expense targets;

                  (q)      Working capital targets relating to inventory or
                           accounts receivable;

                  (r)      Planning accuracy (as measured by comparing planned
                           results to actual results);

                  (s)      Comparisons to various stock market indices;

                  (t)      Comparisons to the performance of other companies;
                           and

                  (u)      Baker Value Added.

                  The Committee may, in its sole discretion, adopt other
performance measures including any combination of the foregoing.

                  The Committee may provide in any such Performance-Based Award
that any evaluation of performance may exclude any of the following events that
occurs during a Performance Period: (a) asset write-downs; (b) litigation or
claim judgments or settlements; (c) the effect of changes in tax laws,
accounting principles or other laws or provisions affecting reported results;
(d) accruals for reorganization and restructuring programs; (e) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30 or
in management's discussion and analysis of financial condition and results of
operations appearing in the Company's annual report to stockholders for the
applicable year; (f) acquisitions or divestitures and (g) foreign exchange gains
and losses.

ARTICLE 11. BENEFICIARY DESIGNATION.

                  Each Participant under this Plan may, from time to time, name
any beneficiary or beneficiaries (who may be named contingently or successively)
to whom any benefit under this Plan is to be paid in case of his or her death
before he or she receives any or all of such benefit. Each such designation
shall revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company and shall be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

ARTICLE 12. DEFERRALS.

                  The Committee may permit or require a Participant to defer
such Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option or SAR, the lapse or waiver of restrictions with respect to Restricted
Stock/Units or the satisfaction of any requirements or goals with respect to
Performance Units/Shares, Cash-Based Awards and Stock Awards. If any such
deferral election is required or permitted, the Committee shall, in its sole
discretion, establish rules and procedures for such payment deferrals.

ARTICLE 13. RIGHTS OF EMPLOYEES.

                  13.1 EMPLOYMENT. Nothing in this Plan shall interfere with or
         limit in any way the right of the Company to terminate any
         Participant's employment at any time, nor confer upon any Participant
         any right to continue in the employ of the Company.

                       Except as specifically provided otherwise in a written
         agreement with the Company, neither the Award nor any benefits arising
         under this Plan shall constitute part of a Participant's employment
         contract with the Company or any Affiliate. Any termination of this
         Plan pursuant to Section 15.1 shall not give rise to liability on the
         part of the Company or any Affiliate for severance payments.

                  13.2 PARTICIPATION. No Employee shall have the right to be
         selected to receive an Award under this Plan or, having been so
         selected, to be selected to receive a future Award.


                                      A-13
<PAGE>
                                                                     EXHIBIT 4.4



                  13.3 RIGHTS AS A STOCKHOLDER. A Participant shall have none of
         the rights of a stockholder with respect to Shares covered by any Award
         until the Participant becomes the record holder of such shares.

ARTICLE 14. ACCELERATION.

                  14.1 CHANGE IN CONTROL. Notwithstanding any provision of this
         Plan to the contrary, in the event of an occurrence of a Change in
         Control other than an event described only in Section (c) of the
         definition of Change in Control, (a) all Awards granted pursuant to
         this Plan shall become fully vested, (b) if either an Option or SAR or
         similar Award, the Award shall become immediately exercisable and (c)
         all conditions or restrictions applicable to an Award shall be deemed
         satisfied or shall lapse.

                  14.2 TERMINATION. Notwithstanding any provision of this Plan
         to the contrary, all conditions or restrictions on outstanding Awards
         held by an Employee shall be deemed satisfied or shall lapse, all
         outstanding Awards held by an Employee shall become fully vested and,
         if either an Option or SAR or similar Award, immediately exercisable as
         of the effective date of termination of such Employee's employment if
         (a) such 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
         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
         Employee's employment is terminated by the Company without Cause or by
         the 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 Employee's employment is terminated by
         the Company without Cause or by the Employee for Good Reason, in either
         case within 2 years following the occurrence of a Change in Control
         described in Section (c) of the definition of Change in Control.

ARTICLE 15. AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION.

                  15.1 AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION.
         Subject to the terms of this Plan, the Board may at any time and from
         time to time alter, amend, modify, suspend or terminate this Plan in
         whole or in part, except that no amendment, modification, suspension or
         termination that would adversely affect in any material way the rights
         of any Participant under any Award previously granted to such
         Participant under this Plan shall be made without the written consent
         of such Participant or to the extent stockholder approval is otherwise
         required by applicable legal requirements.

                  15.2 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN
         UNUSUAL OR NONRECURRING EVENTS. The Board may make adjustments in the
         terms and conditions of, and the criteria included in, Awards in
         recognition of unusual or nonrecurring events (including the events
         described in Section 4.2) affecting the Company or the financial
         statements of the Company or of changes in applicable laws, regulations
         or accounting principles, whenever the Board determines that such
         adjustments are appropriate to prevent unintended dilution or
         enlargement of the benefits or potential benefits intended to be made
         available under this Plan.

ARTICLE 16. WITHHOLDING.

                  16.1 TAX WITHHOLDING. The Company shall have the power and the
         right to deduct or withhold, or require a Participant to remit to the
         Company, the minimum statutory amount to satisfy federal, state and
         local taxes, domestic or foreign, required by law or regulation to be
         withheld with respect to any taxable event arising as a result of this
         Plan.

                  16.2 SHARE WITHHOLDING. With respect to withholding required
         upon the exercise of Options or SARs, upon the lapse of restrictions on
         Restricted Stock and Restricted Stock Units, or upon any other taxable
         event arising as a result of Awards granted hereunder, Participants may
         elect to satisfy the withholding requirement, in whole or in part, by
         having the Company withhold Shares having a Fair Market Value on the
         date the tax is to be determined equal to the minimum statutory total
         tax that could be imposed on the


                                      A-14
<PAGE>
                                                                     EXHIBIT 4.4



         transaction. All such elections shall be irrevocable, made in writing
         and signed by the Participant and shall be subject to any restrictions
         or limitations that the Committee, in its sole discretion, deems
         appropriate.

ARTICLE 17. SUCCESSORS.

            All obligations of the Company under this Plan with respect to
Awards granted hereunder shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 18. GENERAL PROVISIONS.

                  18.1 RESTRICTIONS AND LEGEND. No Shares or other form of
         payment shall be issued with respect to any Award unless the Company
         shall be satisfied based on the advice of its counsel that such
         issuance will be in compliance with applicable federal and state
         securities laws. Certificates evidencing Shares delivered under this
         Plan (to the extent that such shares are so evidenced) may be subject
         to such restrictions as the Committee may deem advisable under the
         rules, regulations and other requirements of the Securities and
         Exchange Commission, any securities exchange or transaction reporting
         system upon which the Shares are then listed or to which they are
         admitted for quotation and any applicable federal or state securities
         law. The Committee may cause a legend or legends to be placed upon such
         certificates (if any) to make appropriate reference to such
         restrictions.

                       The Committee may require each person receiving Shares
         pursuant to an Award under this Plan to represent to and agree with the
         Company in writing that the Participant is acquiring the Shares without
         a view to distribution thereof. In addition to any other legend
         required by this Plan, the certificates for such Shares may include any
         legend which the Committee deems appropriate to reflect any
         restrictions on transfer of such Shares.

                  18.2 SEVERABILITY. If any provision of this Plan shall be held
         illegal or invalid for any reason, the illegality or invalidity shall
         not affect the remaining parts of this Plan, and this Plan shall be
         construed and enforced as if the illegal or invalid provision had not
         been included.

                  18.3 REQUIREMENTS OF LAW. The granting of Awards and the
         issuance of Shares under this Plan shall be subject to all applicable
         laws, rules and regulations and to such approvals by any governmental
         agencies or national securities exchanges as may be required. The
         Company shall receive the consideration required by law for the
         issuance of Awards under this Plan.

                  18.4 SECURITIES LAW COMPLIANCE. All transactions under this
         Plan are intended to comply with all applicable conditions of Rule
         16b-3 or its successor under the Exchange Act, unless determined
         otherwise by the Board. To the extent any provision of this Plan or
         action by the Board fails to so comply, it shall be deemed null and
         void, to the extent permitted by law and deemed advisable by the Board.

                  18.5 LISTING. The Company may use reasonable endeavors to
         register Shares allotted pursuant to the exercise of an Award with the
         Securities and Exchange Commission or to effect compliance with the
         registration, qualification and listing requirements of any national
         securities laws, stock exchange or automated quotation system.

                  18.6 DELIVERY OF TITLE. The Company shall have no obligation
         to issue or deliver evidence of title for Shares under this Plan prior
         to:

                           (a) Obtaining any approvals from governmental
                  agencies that the Company determines are necessary or
                  advisable; and

                           (b) Completion of any registration or other
                  qualification of the Shares under any applicable national or
                  foreign law or ruling of any governmental body that the
                  Company determines to be necessary or advisable.


                                      A-15
<PAGE>
                                                                     EXHIBIT 4.4



         18.7 INABILITY TO OBTAIN AUTHORITY. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

         18.8 INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Award, the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

         18.9 EMPLOYEES BASED OUTSIDE OF THE UNITED STATES. Notwithstanding any
provision of this Plan to the contrary, in order to comply with the laws in
other countries in which the Company and its Affiliates operate or have
Employees, the Committee, in its sole discretion, shall have the power and
authority to:

                  (a) Determine which Affiliates shall be covered by this Plan;

                  (b) Determine which Employees employed outside the United
         States are eligible to participate in this Plan;

                  (c) Modify the terms and conditions of any Award granted to
         Employees who are employed outside the United States to comply with
         applicable foreign laws;

                  (d) Establish subplans and modify exercise procedures and
         other terms and procedures to the extent such actions may be necessary
         or advisable. Any subplans and modifications to Plan terms and
         procedures established under this Section 18.9 by the Committee shall
         be attached to this Plan document as Appendices; and

                  (e) Take any action, before or after an Award is made, that it
         deems advisable to obtain approval or comply with any necessary local
         government regulatory exemptions or approvals.

         Notwithstanding the above, the Committee may not take any actions
hereunder, and no Awards shall be granted, that would violate the Exchange Act,
the Code, any securities law or governing statute or any other applicable law.

         18.10 UNCERTIFICATED SHARES. To the extent that this Plan provides for
issuance of certificates to reflect the transfer of Shares, the transfer of such
Shares may be effected on a noncertificated basis, to the extent not prohibited
by applicable law or the rules of any stock exchange.

         18.11 UNFUNDED PLAN. Participants shall have no right, title or
interest whatsoever in or to any investments that the Company may make to aid it
in meeting its obligations under this Plan. Nothing contained in this Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
any Participant, beneficiary, legal representative or any other person. To the
extent that any Person acquires a right to receive payments from the Company
under this Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts, except as expressly set forth in this Plan. This Plan is not intended
to be subject to ERISA.

         18.12 NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to this Plan or any Award. The Committee shall determine
whether cash, Awards or other property shall be issued or paid in lieu of
fractional Shares or whether such fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.

         18.13 GOVERNING LAW. This Plan and each Award Agreement shall be
governed by the laws of the State of Texas, excluding any conflicts or choice of
law rule or principle that might otherwise refer construction or interpretation
of this Plan to the substantive law of another jurisdiction. Unless otherwise
provided in the


                                      A-16
<PAGE>
                                                                     EXHIBIT 4.4



Award Agreement, recipients of an Award under this Plan are deemed to submit to
the exclusive jurisdiction and venue of the federal or state courts of Harris
County, Texas to resolve any and all issues that may arise out of or relate to
this Plan or any related Award Agreement.


                                      A-17