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AMENDMENT TO INDEMNIFICATION
AGREEMENT
This Amendment to
Indemnification Agreement (this “ Agreement ”),
is entered into between BAKER HUGHES INCORPORATED, a Delaware
corporation (the “ Company ”), and
(the “ Indemnitee ”) effective as of
January 1, 2009.
Whereas , the Company and the
Indemnitee previously entered into an Indemnification Agreement
dated
(the “ Indemnification Agreement ”);
and
Whereas , the Company and the
Indemnitee desire to amend the Indemnification Agreement to bring
the Indemnification Agreement into documentary compliance with
section 409A of the Internal Revenue Code of 1986, as amended and
the rules and regulations issued thereunder by the Internal Revenue
Service and the Department of Treasury.
Now, therefore, it
is hereby agreed that effective as of January 1, 2009, the
Indemnification Agreement is amended by adding thereto the
following new Section 29:
29. Compliance
With Section 409A. Notwithstanding any other provision of
this Agreement, to the extent that any payment he
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