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                                                                   EXHIBIT 10.17

                           BAKER HUGHES INCORPORATED

                             1995 STOCK AWARD PLAN

                                   I. PURPOSE

  The purpose of the BAKER HUGHES INCORPORATED 1995 STOCK AWARD PLAN (the
"PLAN") is to provide a means through which BAKER HUGHES INCORPORATED, a
DELAWARE CORPORATION (the "COMPANY"), and its subsidiaries may attract able
persons to enter the employ of the Company and to provide a means whereby those
upon whom the responsibilities of the successful administration and
management of the Company rest, and whose present and potential contributions to
the welfare of the Company are of importance, can acquire and maintain stock
ownership, thereby strengthening their concern for the welfare of the Company
and their desire to remain in its employ. A further purpose of the Plan is to
provide such persons with additional incentive and reward opportunities designed
to enhance the profitable growth of the Company. Accordingly, the Plan provides
for granting stock Awards to Employees as provided herein.

                                II. DEFINITIONS

  The following definitions shall be applicable throughout the Plan unless
specifically modified by any paragraph:

    (a) "AWARD" means, individually or collectively, any stock award granted
  under the Plan.

    (b) "AWARD AGREEMENT" means a written agreement between the Company and a
  Holder with respect to an Award.

    (c) "BOARD" means the Board of Directors of the Company.

    (d) "CODE" means the Internal Revenue Code of 1986, as amended. Reference in
  the Plan to any section of the Code shall be deemed to include any amendments
  or successor provisions to any section and any regulations under such section.

    (e) "COMMITTEE" means the committee charged with the administration of the
  Plan in accordance with Article IV.

    (f) "COMMON STOCK" means the common stock, par value $1 per share, of the
  Company.

    (g) "COMPANY" means Baker Hughes Incorporated.

    (h) "EMPLOYEE" means any person in an employment relationship with the
  Company or with one of its subsidiaries.

    (i) "1934 ACT" means the Securities Exchange Act of 1934, as amended.

    (j) "HOLDER" means an Employee who has been granted an Award.

    (k) "PLAN" means Baker Hughes Incorporated 1995 Stock Award Plan, as amended
  from time to time.

    (1) "RULE 16b-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as
  such may be amended from time to time, and any successor rule, regulation or
  statute fulfilling the same or a similar function.

                  III. EFFECTIVE DATE AND DURATION OF THE PLAN

  The Plan shall be effective as of October 26, 1994, the date of its adoption
by the Board, provided the Plan is approved by the stockholders of the Company
within twelve months thereafter and on or prior to the date of the first annual
meeting of stockholders of the Company held subsequent to the acquisition of an

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equity security by a Holder hereunder for which exemption is claimed under Rule
16b-3. No further Awards may be granted under the Plan after October 26, 2004.
The Plan shall remain in effect until all Awards granted under the Plan have
been satisfied or expired.

                               IV. ADMINISTRATION

  (a) COMPOSITION OF COMMITTEE. The Plan shall be administered by the
Compensation Committee of the Board which shall be (i) appointed by the Board,
(ii) consist of at least three members of the Board and (iii) constituted so as
to permit the Plan to comply with Rule 16b-3. No member of the Committee shall
be eligible to receive an Award under the Plan and no person who has received an
Award in the preceding year shall be eligible to serve on the Committee.

  (b) POWERS. Subject to the provisions of the Plan, the Committee shall have
sole authority, in its discretion, to determine which Employees shall receive an
Award, the time or times when such Award shall be made, the number of shares of
Common Stock which may be issued under each such Award, and the vesting
requirements which apply to each such Award. In making such determinations the
Committee may take into account the nature of the services rendered by the
respective individuals, their present and potential contribution to the
Company's success and such other factors as the Committee in its discretion
shall deem relevant.

  (c) ADDITIONAL POWERS. The Committee shall have such additional powers as are
delegated to it by the other provisions of the Plan. Subject to the express
provisions of the Plan, the Committee is authorized to construe the Plan and the
respective Award Agreements executed thereunder, to prescribe such rules and
regulations relating to the Plan as it may deem advisable to carry out the Plan,
and to determine the terms, restrictions and provisions of each Award, and to
make all other determinations necessary or advisable for administering the Plan.
The Committee may correct any defect or supply any omission or reconcile any
inconsistency in any Award Agreement in the manner and to the extent it shall
deem expedient to carry it into effect. The determinations of the Committee on
the matters referred to in this Article IV shall be conclusive.

                 V. AWARD LIMITS AND SHARES SUBJECT TO THE PLAN

  (a) AWARD LIMITS. The Committee may, from time to time, grant Awards to one or
more individuals determined by it to be eligible for participation in the Plan
in accordance with the provisions of paragraph VI. Subject to paragraph VIII,
the aggregate number of shares of Common Stock that may be issued under the Plan
shall not exceed 350,000 shares. Shares shall be deemed to have been issued
under the Plan only to the extent actually issued and delivered pursuant to an
Award. To the extent that an Award lapses or the rights of its Holder terminate,
any shares of Common Stock subject to such Award shall again be available for
the grant of an Award.

  (b) STOCK OFFERED. The stock to be offered pursuant to the grant of an Award
may be authorized but unissued Common Stock or Common Stock previously issued
and outstanding and reacquired by the Company.

                                VI. ELIGIBILITY

  Awards may be granted only to key Employees (including officers and directors
who are also key Employees) as determined by the Committee. An Award may be
granted on more than one occasion to the same Person.

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                               VII. STOCK AWARDS

  (a) AWARD GRANTS. Awards which may be granted by the Committee pursuant to the
Plan are rights to receive shares of Common Stock which vest over a period of
time or upon the occurrence of an event as established by the Committee, without
payment of any amounts by the holder thereof to the Company (except to the
extent otherwise required by law, such as income or transfer taxes) or
satisfaction of any performance criteria or objectives.

  (b) AWARD PERIOD. The Committee shall establish, with respect to and at the
time of each award, a period over which or the event upon which the Award shall
vest with respect to the Holder.

  (c) AWARDS CRITERIA. In determining the grant of an Award, the Committee may
take into account an individual's responsibility level, performance, potential,
length of service, age, other Awards, compensation, other Common Stock ownership
and such other considerations as it deems appropriate.

  (d) PAYMENT. Following the end of the vesting period for an Award, the Holder
of an Award shall be entitled to receive the underlying shares of Common Stock
represented by the Award as soon as administratively practicable following such
vesting. Cash dividend equivalents may be paid during or after the vesting
period with respect to an Award, as determined by the Committee.

  (e) TERMINATION OF EMPLOYMENT. An Award shall terminate if the Holder does not
remain continuously in the employ of the Company at all times during the
applicable vesting period, except as may be otherwise determined by the
Committee or as set forth in the Award at the time of grant.

  (f) AGREEMENTS. At the time any Award is made under this paragraph VII, the
Company and the Holder shall enter into an Award Agreement setting forth each of
the matters contemplated hereby as the Committee may determine to be
appropriate. The terms and provisions of the respective Award Agreements need
not be identical.

                    VIII. RECAPITALIZATION OR REORGANIZATION

  (a) The shares with respect to which Awards may be granted are shares of
Common Stock as presently constituted, but if, and whenever, prior to the
expiration of an Award theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Common Stock or the payment of a stock
dividend on Common Stock without receipt of consideration by the Company, the
number of shares of Common Stock with respect to which such Award may thereafter
be exercised or satisfied, as applicable, (i) in the event of an increase in the
number of outstanding shares shall be proportionately increased, and (ii) in the
event of a reduction in the number of outstanding shares shall be
proportionately reduced.

  (b) If the Company recapitalizes or otherwise changes its capital structure,
thereafter upon any exercise or satisfaction, as applicable, of an Award
theretofore granted, the Holder shall be entitled to receive under such Award,
in lieu of the number of shares of Common Stock then covered by such Award, the
number and class of shares of stock and securities to which the Holder would
have been entitled to receive pursuant to the terms of the recapitalization if,
immediately prior to such recapitalization, the Holder had been the holder of
record of the number of shares of Common Stock then covered by such Award.

  (c) In the event of changes in the outstanding Common Stock by reason of
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the date
of the grant of any Award and not otherwise provided for by this paragraph VIII,
any outstanding Awards and any agreements evidencing such Awards shall be
subject to adjustment by the Committee at its discretion as to the number of
shares of Common Stock subject to such Awards. In the event of any such change
in the outstanding Common Stock, the aggregate number of shares available under
the Plan may be appropriately adjusted by the Committee, whose determination
shall be conclusive.

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  (d) The existence of the Plan and the Awards granted hereunder shall not
affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities ahead of or
affecting Common Stock or the rights thereof, the dissolution or liquidation of
the Company or any sale, lease, exchange or other disposition of all or any part
of its assets or business or any other corporate act of proceeding.

  (e) Any adjustment provided for in Subparagraphs (a), (b) or (c) above shall
be subject to any required stockholder action.

  (f) Except as hereinbefore expressly provided, the issuance by the Company of
shares of stock of any class or securities convertible into shares of stock of
any class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares of obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Common Stock subject to Awards theretofore granted.

                   IX. AMENDMENT AND TERMINATION OF THE PLAN

  The Board in its discretion may terminate the Plan at any time with respect to
any shares for which Awards have not theretofore been granted. The Board shall
have the right to alter or amend the Plan or any part thereof from time to time;
provided that no change in any Award theretofore granted may be made which would
impair the rights of the holder without the consent of the Holder, and provided,
further, that the Board may not, without approval of the stockholders, amend the
Plan;

    (a) to increase the maximum number of shares which may be issued pursuant to
  Awards, except as provided in paragraph VIII;

    (b) to change the class of individuals eligible to receive Awards under the
  Plan;

    (c) to extend the maximum period during which Awards may be granted under 
the Plan;

    (d) to modify materially the requirements as to eligibility for
  participation in the Plan;

    (e) to materially increase the benefits accruing to participants under the
  Plan; or

    (f) to decrease any authority granted to the Committee hereunder in
  contravention of Rule 16b-3.

                                X. MISCELLANEOUS

  (a) NO RIGHT TO AN AWARD. Neither the adoption of the Plan by the Company nor
any action of the Board or the Committee shall be deemed to give an employee any
right to be granted an Award or any of the rights hereunder except as may be
evidenced by an Award or by an Award Agreement duly executed on behalf of the
Company, and then only to the extent and on the terms and conditions expressly
set forth therein. The Plan shall be unfunded. The Company shall not be required
to establish any special or separate fund or to make any other segregation of
Common Stock or other assets to assure the payment of any Award.

  (b) NO EMPLOYMENT RIGHTS CONFERRED. Nothing contained in the Plan shall (i)
confer upon any Employee any right with respect to continuation of employment
with the Company or any subsidiary or (ii) interfere in any way with the right
of the Company or any subsidiary to terminate his or her employment at any time.

  (c) OTHER LAWS; WITHHOLDING. The Company shall not be obligated to issue any
Common Stock pursuant to any Award granted under the Plan at any time when the
shares covered by such Award have not been registered under the Securities Act
of 1933 and such other state and federal laws, rules or regulations as

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the Company or the Committee deems applicable and, in the opinion of legal
counsel for the Company, there is no exemption from the registration
requirements of such laws, rules or regulations available for the issuance of
such shares. No fractional shares of Common Stock shall be delivered, nor shall
any cash in lieu of fractional shares be paid. The Company shall have the right
to deduct in connection with all Awards any taxes required by law to be withheld
and to require any payments required to enable it to satisfy its withholding
obligations.

  (d) NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan shall be
construed to prevent the Company or any subsidiary from taking any corporate
action which is deemed by the Company or such subsidiary to be appropriate or in
its best interest, whether or not such action would have an adverse effect on
the Plan or any Award made under the Plan. No Employee, beneficiary or other
person shall have any claim against the Company or any subsidiary as a result of
any such action.

  (e) RESTRICTIONS ON TRANSFER. An Award shall not be transferable otherwise
than by will or the laws of descent and distribution.

  (f) RULE 16b-3. It is intended that the Plan and any grant of an Award made to
a person subject to Section 16 of the 1934 Act meet all of the requirements of
Rule 16b-3. If any provision of the Plan or any such Award would disqualify the
Plan or such Award under, or would otherwise not comply with, Rule 16b-3, such
provision or Award shall be construed or deemed amended to conform to Rule 
16b-3.

  (g) GOVERNING LAW. This Plan shall be construed in accordance with the laws of
the State of Texas, except to the extent that it implicates matters which are
the subject of the General Corporation Law of the State of Delaware which
matters shall be governed by the latter law.

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