exv10w7



 





Exhibit 10.7




October 28, 2004




Mr. James R. Clark

10893 Lake Forest Drive

Conroe, Texas 77384



Dear Rod:



On October 27, 2004, Baker Hughes Incorporated (the “Company”) awarded you
40,000 restricted shares of the Common Stock of the Company, subject to the
restrictions, terms and conditions described in the enclosed certified
resolutions of the Compensation Committee of the Board of Directors of the
Company. A certificate representing the 40,000 shares will be issued in your
name and held in the Company’s possession for safekeeping until they vest in
accordance with the restrictions, terms and conditions contained in the
resolutions, at which time the Company will deliver the shares to you.



Pending vesting of the restricted shares, you will earn dividends paid with
respect to the shares.




Sincerely yours,




/s/ Chad C. Deaton




Chad C. Deaton




enclosure




 









 








Exhibit 10.7




CERTIFICATE




     The undersigned, Sandra E. Alford, hereby certifies that she is the duly
elected, qualified and acting Corporate Secretary of Baker Hughes Incorporated,
a corporation duly organized and existing under the laws of the State of
Delaware (the “Company”); that as such officer, she is in charge of the Minute
Book and other corporate records of said Company; that the following is a full,
true and correct copy of the resolutions appearing in the records of the
Company, that said resolutions were adopted at a meeting of the Compensation
Committee of the Board of Directors of the Company on October 27, 2004; and
that the undersigned further certifies that as of the date hereof said
resolutions have not been rescinded or modified and are in full force and
effect:




         RESOLVED, that the Company issue to James R. Clark 40,000
restricted shares of the Common Stock of the Company, $1.00
par value per share (the “Restricted Shares”) under the
Company’s 2002 Director & Officer Long-Term Incentive, of
which 10,000 shares are to vest on October 27 in the years
2007 and 2008 and 20,000 are to vest on October 27, 2009,
subject to continued employment with the Company;




         RESOLVED FURTHER, that if Mr. Clark does not remain
employed by the Company other than by death or disability, the
Restricted Shares shall be forfeited to the Company to become
treasury shares of the Company;




         RESOLVED FURTHER, that in the event Mr. Clark does not
remain employed by the Company due to his disability, all
Restricted Shares shall immediately vest;




         RESOLVED FURTHER, that upon the death of the employee
while in active service, all Restricted Shares shall
immediately vest with the estate of the deceased being the
beneficiary;




         RESOLVED FURTHER, that pending vesting of the Restricted
Shares, Mr. Clark shall be entitled to dividends paid with
respect to the Restricted Shares;




         RESOLVED FURTHER, that the Restricted Shares shall be
issued pursuant to the 2002 Director & Officer Long Term
Incentive Plan of the Company and are subject to and governed
by the additional terms and conditions of that Plan, including
(without limitation) the change of control provisions of
Section 16 of the Plan;




         RESOLVED FURTHER, that when the Restricted Shares are
issued and delivered to Mr. Clark, they shall be fully paid and
non-assessable and subject to the conditions described above;




         RESOLVED FURTHER, that the proper officers of the Company
be, and each of them hereby is, authorized to prepare, execute,
deliver and perform such agreements, documents, certificates
and other instruments and take such other action, in the name
and on behalf of the Company, as each of such officers, in the
officer’s discretion, shall deem necessary or advisable to
carry out the intent of the foregoing resolutions and the
transactions contemplated thereby, the taking of such action
and the preparation, execution, delivery and performance of any
such agreements, documents, certificates and other instruments
or the performance of any such act



 









 





Exhibit 10.7





shall be conclusive evidence of the approval of this Board
of Directors thereof and all matters relating thereto; and




         RESOLVED FURTHER, that any and all actions taken by or on
behalf of the officers of the Company prior to the adoption of
these resolutions that are within the authority conferred
hereby are hereby in all respects ratified, confirmed and
approved.




Dated at Houston, Texas this 27th day of October 2004.



	 	 	 	 	 	 	 
	

	 	/s/
	 	Sandra E. Alford	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Sandra E. Alford	 	 
	

	 	 	 	Corporate Secretary