Exhibit 10.4
BAKER HUGHES INCORPORATED
Compensation Table for Directors
         
Independent Directors 1:
        
 
        
Annual Cash Retainer
   $ 60,000  
Audit/Ethics Committee Chairman Annual Retainer:
   $ 20,000  
Other Committee Chairman Annual Retainer:
   $ 15,000  
Audit/Ethics Committee Members Retainer:
   $ 10,000  
Other Committee Members Retainer (Excluding Executive Committee):
   $ 5,000  
 
        
Annual Non-Retainer Equity:
   $ 150,000 *
 
*   $100,000 of restricted stock will be awarded in January of each year and
 
    $25,000 of stock options will be awarded in January and July of each year.
1 Independent directors are reimbursed for reasonable travel and related expenses.