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50 B a k e r H u g h e s I n c o r p o r a t e d
EXHIBIT D
BAKER HUGHES INCORPORATED
POLICY AND SUBMISSION PROCEDURES FOR STOCK-
HOLDER RECOMMENDED DIRECTOR CANDIDATES
(As Amended October 23, 2008)
The Governance Committee of Baker Hughes Incorporated
(“Company”) has established a policy that it will consider direc-
tor candidates recommended by stockholders. The Company’s
Board of Directors (“Board”) or the Governance Committee
will evaluate candidates properly proposed by stockholders in
the same manner as all other candidates. Any such recommen-
dations should be communicated to the Chairman, Governance
Committee of the Board of Directors, P.O. Box 4740, Houston,
Texas 77210-4740 or to the Corporate Secretary, c/o Baker
Hughes Incorporated, 2929 Allen Parkway, Suite 2100, Houston,
Texas 77019-2118 and should be accompanied by the types of
information as are required under the Company’s Bylaws for
stockholder nominees.
In summary, the Company’s Bylaws provide in substance that:
1. Stockholder nominations shall be made pursuant to timely
written notice (“a Nomination Notice”). To be timely, a
Nomination Notice must be received by the Secretary not
less than 120 days, nor more than 150 days, before the one
year anniversary of the date on which the Company’s proxy
statement was released to stockholders in connection with
the previous year’s annual meeting of the stockholders.
2. The Nomination Notice shall set forth (a) all information
relating to the nominee as required to be disclosed in solici-
tations of proxies for election of directors, or as otherwise
required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934 or any successor regulation
thereto (including such person’s written consent to be named
in the proxy statement as a nominee and to serve as a direc-
tor if elected), (b) the nominee’s independence, any voting
commitments and/or other obligations such person will
be bound by as a director, and any material relationships
between such person and (1) the nominating stockholder,
or (2) the beneficial owner, if any, on whose behalf the
nomination is made (each nominating party and each bene-
ficial owner, a “nominating party”), including compensation
and financial transactions, (c) the nominating party’s name
and record address, (d) the class, series, and number of shares
of the Company that are owned beneficially and of record,
directly or indirectly, by each nominating party, (e) all other
related ownership interests directly or indirectly owned ben-
eficially by each nominating party, and (f) any interest of each
nominating party in such nomination. At the request of the
Board, any person nominated by the Board for election as a
director shall furnish to the Corporate Secretary of the Com-
pany that information required to be set forth in a stock-
holder’s Nomination Notice that pertains to the nominee.
The foregoing is a generalized summary and the specific
requirements of the Bylaws shall control.
EXHIBIT E
BAKER HUGHES INCORPORATED
STOCKHOLDER COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
(As Amended October 23, 2008)
In order to provide the stockholders and other interested
parties of Baker Hughes Incorporated (“Company”) with a
direct and open line of communication to the Company’s
Board of Directors (“Board”), the following procedures have
been established for communications to the Board.
Stockholders and other interested persons may communi-
cate with any member of the Board, including the Company’s
Lead Director, the Chairman of any of the Company’s Gover-
nance Committee, Audit/Ethics Committee, Compensation
Committee, Finance Committee or with the independent non-
management directors of the Company as a group, by sending
such written communication to the following address:
Corporate Secretary
c/o Baker Hughes Incorporated
2929 Allen Parkway, Suite 2100
Houston, TX 77019-2118
Stockholders desiring to make candidate recommendations for
the Board may do so by submitting nominations to the Com-
pany’s Governance Committee, in accordance with the Com-
pany’s Bylaws and “Policy and Submission Procedures For
Stockholder Recommended Director Candidates” addressed,
as above, to the Corporate Secretary, or to:
Chairman, Governance Committee of the Board of Directors
P.O. Box 4740
Houston, TX 77210-4740
Any written communications received by the Corporate
Secretary will be forwarded to the appropriate directors.