exv4w3






Exhibit 4.3




[Form of Face of Security of the First Series]




     [Include if Global Security — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.]



     [Include if Global Security and the Depositary therefor is DTC — Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.]



BAKER HUGHES INCORPORATED




6.50% Senior Notes due 2013




			
	No. [___]

CUSIP No. 057224AX5

ISIN No. US057224AX50
	 	$[______________]






     BAKER HUGHES INCORPORATED, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to                    
        , or registered assigns, the principal sum of __________________ Dollars on November 15, 2013, and to
pay interest thereon from October 28, 2008 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year,
commencing May 15, 2009, and at the Maturity thereof, at the rate of 6.50% per annum, until the
principal hereof is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be
the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest so payable, but not punctually paid or duly provided for,
will
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at



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the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Security may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in said Indenture.



     Payment of the principal of (and premium, if any) and any such interest on this Security will
be made (x) if this Security is a Global Security, through the Depositary or (y) if this Security
is not a Global Security, at the office or agency of the Company maintained for that purpose in New
York, New York, against surrender of this Security in the case of any payment due at the Maturity
of the principal thereof or any payment of interest that becomes payable on a day other than an
Interest Payment Date, and in the case of clause (x) or clause (y), in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that if this Security is not a Global Security, (i) payment of
interest on an Interest Payment Date will be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register; and all other payments will
be made by check against surrender of this Security; (ii) all payments by check will be made in
next-day funds (i.e., funds that become available on the day after the check is cashed); and (iii)
notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this
Security, if this Security is in a denomination of at least $1,000,000 and the Holder hereof at the
time of surrender hereof or, in the case of any payment of interest on any Interest Payment Date,
the Holder thereof on the related Regular Record Date delivers a written request to the Paying
Agent to make such payment by wire transfer at least five Business Days before the date such
payment becomes due, together with appropriate wire transfer instructions specifying an account at
a bank in New York, New York, the Company shall make such payment by wire transfer of immediately
available funds to such account at such bank in New York City, any such wire instructions, once
properly given by a Holder as to this Security, remaining in effect as to such Holder and this
Security unless and until new instructions are given in the manner described above and provided
further, that notwithstanding anything in the foregoing to the contrary, if this Security is a
Global Security, payment shall be made pursuant to the Applicable Procedures of the Depositary as
permitted in said Indenture.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	[SEAL]                                  	BAKER HUGHES INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	Peter A. Ragauss 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	Attest:  	
 	 	 
	 	Sandra E. Alford, Corporate Secretary 	 	 
	 	 	 	 



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CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series
designated herein and referred to in the
within-mentioned Indenture.


Dated:                     




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,

AS TRUSTEE

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[Form of Reverse of Security of the First Series]





     This Security is one of a duly authorized issue of senior securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an Indenture, dated
as of October 28, 2008 (herein called the “Indenture”, which term shall have the meaning assigned
to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A.,
as Trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof limited in aggregate
principal amount to $500,000,000 (plus such additional amounts of Securities of this series as may
be authorized for issuance from time to time by or pursuant to a Board Resolution and set forth in
an Officers’ Certificate prior to the issuance thereof) except for Securities of this series
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of this series pursuant to the Indenture.



     The Securities of this series are subject to redemption upon prior notice, as provided below,
at any time, as a whole or in part, at the election of the Company, at a Redemption Price equal to
the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on
the Securities of this series to be redeemed from the Redemption Date to the Stated Maturity of the
Securities of this series to be redeemed (exclusive of any interest accrued to the Redemption
Date), discounted to the date on which the Securities of this series are to be redeemed on a
semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate
plus 50 basis points, plus any interest accrued but not paid on the Securities of this series to be
redeemed to the date on which the Securities of this series are to be redeemed (subject to the
right of Holders on the relevant Regular Record Date to receive interest due on the relevant
Interest Payment Date). Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date interest will cease to accrue on the Securities of this series or
portions thereof called for redemption. If less than all of the Securities of this series are to
be redeemed at any time, the Trustee will select Securities of this series for redemption on a pro
rata basis. No Securities of this series of $2,000 or less can be redeemed in part. Notices of
redemption will be delivered at least 30 but not more than 60 days before the Redemption Date to
each Holder of Securities of this series to be redeemed at its registered address, except that
notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in
connection with a Covenant Defeasance or Defeasance with respect to the Securities of this series
or a satisfaction and discharge of the Indenture with respect to Securities of this series. Notice
of any redemption, may, at the Company’s discretion, be subject to one or more conditions
precedent. A notice of redemption need not set forth the exact Redemption Price but only the manner
of calculation thereof.



     “Treasury Rate” means, with respect to any Redemption Date for the Securities of this series,
(i) the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States



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Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the maturity corresponding to the Comparable Treasury Issue with respect to Securities of this
series (if no maturity is within three months before or after the Stated Maturity Date for the
Securities of this series, yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if
that release (or any successor release) is not published during the week preceding the calculation
date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that Redemption Date. The Treasury Rate shall be calculated on the third Business Day
preceding the Redemption Date.



     “Comparable Treasury Issue” means, with respect to the Securities of this series, the United
States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities of this series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of the
Securities of this series to be redeemed. “Independent Investment Banker” means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with the Company.



     “Comparable Treasury Price” means with respect to any Redemption Date for any Securities of
this series (i) the average of four Reference Treasury Dealer Quotations for that Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.



     “Reference Treasury Dealer” means each of Banc of America Securities LLC, Citigroup Global
Markets Inc., J.P. Morgan Securities Inc. and one other primary U.S. Government securities dealer
in New York City (each, a “Primary Treasury Dealer”) appointed by the Trustee in consultation with
the Company; provided, however, that if any of the foregoing shall cease to be a Primary Treasury
Dealer, the Company shall substitute therefor another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m. (New York City
time) on the third Business Day preceding that Redemption Date.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.



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     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of all series to be affected (considered together as one class for this purpose).
The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount
of the Securities at the time Outstanding of all series to be affected under the Indenture
(considered together as one class for this purpose), on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture and (ii)
permitting the Holders of a majority in principal amount of the Securities at the time Outstanding
of any series to be affected under the Indenture (with each such series considered separately for
this purpose), on behalf of the Holders of all Securities of such series, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders
of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one



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or more new Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in minimum
denominations of $2,000 and multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     This Security and the Indenture shall be governed by and construed in accordance with the law
of the State of New York.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




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