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Elective Deferral Plan - Halliburton Co.

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                       HALLIBURTON ELECTIVE DEFERRAL PLAN


                             As Amended and Restated
                              Effective May 1, 2002

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<TABLE>
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                                TABLE OF CONTENTS
ARTICLE                                                                          PAGE
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<S>            <C>                                                               <C>

I.             Definitions and Construction ....................................  1

               1.1      Definitions.............................................  1
               1.2      Number and Gender.......................................  3
               1.3      Headings................................................  3

II.            Participation ...................................................  4

               2.1      Participation...........................................  4
               2.2      Cessation of Active Participation.......................  4

III.           Account Credits; Investment Elections............................  4

               3.1      Base Salary Deferrals...................................  4
               3.2      Bonus Compensation Deferrals............................  5
               3.3      Long-Term Incentive Compensation Deferrals..............  5
               3.4      Investment of Accounts..................................  6

IV.            Withdrawals .....................................................  7

               4.1      Emergency Withdrawals...................................  7
               4.2      Non-Emergency Withdrawals...............................  7

V.             Payment of Benefits .............................................  8

               5.1      Payment Election Generally..............................  8
               5.2      Time of Benefit Payment.................................  8
               5.3      Form of Benefit Payment.................................  8
               5.4      Total and Permanent Disability..........................  9
               5.5      Death...................................................  9
               5.6      Designation of Beneficiaries............................  9
               5.7      Other Termination of Employment......................... 10
               5.8      Change in the Company's Credit Rating................... 10
               5.9      Payment of Benefits..................................... 10
               5.10     Unclaimed Benefits...................................... 10
               5.11     No Acceleration of Bonus or Long-Term Incentive Compensation...... 10


                                                     (i)
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VI.            Administration of the Plan....................................... 11

               6.1      Committee Powers and Duties............................. 11
               6.2      Self-Interest of Participants........................... 11
               6.3      Claims Review........................................... 12
               6.4      Employer to Supply Information.......................... 12
               6.5      Indemnity............................................... 12

VII.           Administration of Funds.......................................... 13

               7.1      Payment of Expenses..................................... 13
               7.2      Trust Fund Property..................................... 13

VIII.          Nature of the Plan............................................... 13

IX.            Participating Employers ......................................... 14

X. Miscellaneous ................................................... 14

               10.1      Not Contract of Employment............................. 14
               10.2      Alienation of Interest Forbidden....................... 14
               10.3      Withholding............................................ 15
               10.4      Amendment and Termination.............................. 15
               10.5      Severability........................................... 15
               10.6      Governing Laws......................................... 15
</TABLE>


                                                     (ii)
<PAGE>

                       HALLIBURTON ELECTIVE DEFERRAL PLAN



                              W I T N E S S E T H:


         WHEREAS, Halliburton  Company (the "Company"), desiring to  aid certain
of its  employees in  making more adequate  provision for their  retirement, has
decided to adopt the following  Halliburton Elective Deferral Plan (the "Plan");
and

         WHEREAS, the Plan has been amended in several respects, and the Company
desires to restate the Plan to include all prior amendments;

         NOW  THEREFORE,  the  Plan  is  hereby  restated  to  read  as follows,
effective as of May 1, 2002:

                                       I.

                          Definitions and Construction

         1.1 Definitions.  Where the following  words and phrases appear  in the
Plan,  they shall  have the respective  meanings set forth  below, unless  their
context clearly indicates to the contrary.

(1)      Account: A memorandum bookkeeping account established on the records of
         the  Employer  for  a  Participant  that  is  credited  with  specified
         deferrals and the Credited Investment  Return determined  in accordance
         with  Section  3.4(e)  of  the  Plan.  As of  any determination date, a
         Participant's  benefit  under  the  Plan  shall  be equal to the amount
         credited  to his  or her  Account as of such date.  A Participant shall
         have a 100% nonforfeitable interest in his or her Account at all times.

(2)      Act:  The Employee Retirement Income Security Act of 1974, as amended.

(3)      Affiliate:  Any entity  of which  an aggregate  of 50%  or  more of the
         ownership  interest  is owned  of  record or  beneficially, directly or
         indirectly, by the Company or any other Affiliate.

(4)      Base Salary: The base rate of cash compensation paid by the Employer to
         or for  the benefit  of a  Participant for  services rendered  or labor
         performed while a Participant, including base  pay a Participant  could
         have received in cash in lieu of (a) deferrals  pursuant to Section 3.1
         and (b) contributions  made on his or her  behalf to any qualified plan
         maintained by the Employer or to any cafeteria  plan under  section 125
         of the Code maintained by the Employer.

                                       1
<PAGE>

(5)      Bonus Compensation:  With respect  to any  Participant for a Plan Year,
         remuneration  based  on  calendar  year  performance  under  an  annual
         incentive compensation  plan maintained by the Employer that is payable
         to the Participant in cash.

(6)      Credited  Investment  Return:  The  hypothetical  gain or loss credited
         to  a  Participant's  Account  pursuant to the applicable provisions of
         Section 3.4(e) hereof.

(7)      Code:  The Internal Revenue Code of 1986, as amended.

(8)      Compensation Committee: The Compensation Committee of the Directors.

(9)      Committee:  The  administrative committee appointed by the Compensation
         Committee to administer the Plan.

(10)     Company:  Halliburton Company.

(11)     Deemed  Investment  Elections:  The investment  elections  described in
         Section 3.4 hereof.

(12)     Deferral and Investment Election Form: The form or procedure prescribed
         by  the  Committee  pursuant  to  which  a  Participant  elects  for  a
         particular Plan Year (a) the deferral of  a portion of his  or her Base
         Salary, Bonus Compensation and/or Long-Term Incentive Compensation, and
         (b) one or  more Deemed  Investment Options  into which  amounts  to be
         allocated to  his or her Account in respect of  such deferrals for such
         Plan Year will be deemed invested.

(13)     Determination  Date:  The date  on which the  amount of a Participant's
         Account is determined as provided in  Section 3.4 hereof.  The last day
         of each month shall be a Determination Date.

(14)     Directors:  The Board of Directors of the Company.

(15)     Eligible Employee: Any Employee who is (a) a permanent Full-Time Active
         Employee, (b) paid in  United States dollars and  subject to the income
         tax laws of the United States, and (c) an officer or member of a select
         group of highly compensated employees of the Employer.

(16)     Employee:  Any person employed by the Employer.

(17)     Employer:  The Company and each eligible organization  designated as an
         Employer in accordance with the provisions of Article IX of the Plan.

(18)     Full-Time  Active  Employee: An  Employee  whose  employment  with  the
         Employer requires, and who regularly  and actively performs, 30 or more
         hours  of service  for the  Employer each  week  at a  usual  place  of
         business  of the  Employer or  at a  location to which such Employee is
         required or  permitted to  travel on  behalf of the  Employer for which
         such Employee is paid regular compensation.

                                       2
<PAGE>

(19)     Investment  Election Change  Form: The form or  procedure prescribed by
         the  Committee pursuant to which a Participant may  make changes to his
         or her  Deemed Investment Elections applicable to future allocations to
         his or her Account and/or to his or her current Account balance.

(20)     Investment Options:  One or more alternatives  designated  from time to
         time by the  Committee for purposes of  crediting earnings or losses to
         Accounts.

(21)     Long-Term  Incentive  Compensation:  Awards earned  under the Company's
         Performance  Unit  Program  and such other  plans  or programs  as  the
         Compensation  Committee  may,  from  time  to  time, designate that are
         payable in cash.

(22)     Participant:  Each  individual who has  been selected for participation
         in the Plan and who has become a Participant pursuant to Article II.

(23)     Plan:  The Halliburton  Elective Deferral Plan, as amended from time to
         time.

(24)     Plan Year: The twelve  consecutive month period commencing January 1 of
         each year.

(25)     Retirement:  The date  the Participant  retires in  accordance with the
         terms  of his or her Employer's retirement policy as  in effect at that
         time.

(26)     Trust:  The trust, if any, established under the Trust Agreement.

(27)     Trust Agreement: The  agreement,  if  any,  entered  into  between  the
         Employer and the Trustee pursuant to Article VIII.

(28)     Trust  Fund:  The  funds  and  properties, if any, held pursuant to the
         provisions  of the Trust  Agreement,  together with all income, profits
         and increments thereto.

(29)     Trustee:  The trustee or trustees  appointed by the Committee  who are
         qualified and acting under the Trust Agreement at any time.

(30)     Unforeseeable Emergency: A severe financial hardship to the Participant
         resulting  from a sudden  and unexpected  illness or  accident  of  the
         Participant or  of a  dependent  (as defined  in  section 152(a) of the
         Code) of  the  Participant, loss  of the  Participant's property due to
         casualty,   or   other   similar   extraordinary    and   unforeseeable
         circumstances arising as a result  of events beyond the  control of the
         Participant.

         1.2 Number and Gender.  Wherever appropriate herein, words  used in the
singular shall be considered to include the plural and words  used in the plural
shall  be  considered to  include  the singular.  The  masculine  gender,  where
appearing in the Plan, shall be deemed to include the feminine gender.

         1.3 Headings. The headings of Articles and Sections herein are included
solely for  convenience, and if there is any  conflict between such headings and
the text of the Plan, the text shall control.

                                       3
<PAGE>

                                       II.

                                  Participation

         2.1 Participation.  Participants  in  the   Plan  are   those  Eligible
Employees who  are selected  by  the  Committee,  in  its  sole  discretion,  as
Participants.  The  Committee  shall  notify  each  Participant of  his  or  her
selection  as a  Participant.  Subject  to the  provisions  of  Section  2.2,  a
Participant shall remain eligible to defer Base Salary and/or Bonus Compensation
hereunder for each Plan Year following his or her initial year of  participation
in the Plan.

         2.2 Cessation of  Active  Participation. Notwithstanding  any provision
herein to the contrary, an individual who  has become a Participant  in the Plan
shall cease  to be entitled  to defer  Base  Salary  and/or  Bonus  Compensation
hereunder effective as of the date he or  she ceases to be an  Eligible Employee
or any earlier date designated by the Committee. Any such Committee action shall
be communicated to  the affected individual  prior to the effective date of such
action.

                                      III.

                      Account Credits; Investment Elections

         3.1 Base Salary Deferrals.

         (a) Any  Participant  may  elect  to  defer  receipt  of   an  integral
percentage of  from 5%  to 75% of  his or her Base Salary, in 5% increments, for
any Plan Year. A Participant's election  to defer receipt of a percentage of his
or her Base Salary for any Plan Year shall  be made on or before the last day of
the  preceding Plan  Year.  Notwithstanding  the  foregoing,  if  an  individual
initially becomes a Participant other than on the first day of a Plan Year, such
Participant's  election to  defer  receipt  of  a  percentage of his or her Base
Salary for  such Plan  Year may  be made  no later than  30 days after he or she
becomes  a  Participant,  but  such election  shall  be  prospective  only.  The
reduction in a Participant's  Base Salary  pursuant to his or her election shall
be effected by Base  Salary  reductions  as of each  payroll  period  within the
election  period.  Base  Salary for a Plan Year not  deferred  by a  Participant
pursuant to this  Paragraph (a) shall be received by such  Participant  in cash,
except as provided by any other plan  maintained by the  Employer.  Deferrals of
Base  Salary  under  this  Plan  shall  be made  before  elective  deferrals  or
contributions  of Base Salary under any other plan  maintained  by the Employer.
Base  Salary  deferrals  made  by  a  Participant  shall  be  credited  to  such
Participant's  Account as of the date the Base Salary  deferred  would have been
received by such  Participant in cash had no deferral been made pursuant to this
Section.  Except as provided in  Paragraph  (b) of this Section and Section 5.8,
deferral   elections  for  a  Plan  Year  pursuant  to  this  Section  shall  be
irrevocable.

         (b) A Participant  shall be permitted to  revoke his or her election to
defer  receipt  of his or her Base  Salary  for any Plan Year in the event of an
Unforeseeable  Emergency, as determined by the Committee in its sole discretion.
For purposes of the Plan, the decision of the Committee  regarding the existence
or nonexistence of an  Unforeseeable  Emergency of a Participant  shall be final
and  binding.  Further,  the  Committee  shall have the  authority  to require a
Participant  to  provide  such  proof as it deems  necessary  to  establish  the
existence and significant nature of the Participant's Unforeseeable Emergency. A


                                       4
<PAGE>

Participant who is permitted to revoke his or her Base Salary deferral  election
during a Plan Year shall not be permitted to resume Base Salary  deferrals under
the Plan until the next following Plan Year.

         3.2 Bonus Compensation Deferrals. Any  Participant may  elect  to defer
receipt  of an  integral  percentage  of  from  5% to 75%  of  his or her  Bonus
Compensation,  in 5% increments,  for any Plan Year. A Participant's election to
defer receipt of a percentage of his or her Bonus Compensation for any Plan Year
shall  be  made  on  or  before  the  last  day  of  the  preceding  Plan  Year.
Notwithstanding the foregoing, if any individual initially becomes a Participant
other than on the first day of a Plan Year, such Participant's election to defer
receipt of a percentage of his or her Bonus  Compensation for such Plan Year may
be made no later than 30 days after he or she  becomes a  Participant,  but such
election shall apply only to a pro rata portion of his or her Bonus Compensation
for such Plan Year based upon the number of complete  months  remaining  in such
Plan Year divided by twelve. If Bonus Compensation for a Plan Year is payable in
more than one future Plan Year under the  applicable  bonus plan, a  Participant
shall make a separate  election  under this  Section  with respect to such Bonus
Compensation  for each Plan Year in which such Bonus  Compensation  is  payable.
Bonus  Compensation  for a Plan Year not deferred by a  Participant  pursuant to
this  Section  shall be received by such  Participant  except as provided by any
other plan  maintained by the Employer.  Deferrals of Bonus  Compensation  under
this Plan shall be made before  elective  deferrals  or  contributions  of Bonus
Compensation under any other plan maintained by the Employer. Bonus Compensation
deferrals made by a Participant shall be credited to such Participant's  Account
as of the date the Bonus Compensation  deferred would have been received by such
Participant  had no deferral been made  pursuant to this Section 3.2.  Except as
provided in Section 5.8,  deferral  elections  for a Plan Year  pursuant to this
Section shall be irrevocable.

         3.3 Long-Term  Incentive  Compensation Deferrals. Any  Participant  may
elect to defer receipt of an integral percentage of from 5% to 75% of his or her
Long-Term Incentive Compensation, in 5% increments,  payable in any Plan Year. A
Participant's  election  to  defer  a  receipt  of a  percentage  of  his or her
Long-Term Incentive  Compensation  payable with respect to any performance cycle
shall be made on or before the last day of the preceding  Plan Year prior to the
beginning  of such  performance  cycle.  Notwithstanding  the  foregoing,  (i) a
Participant's  election to defer receipt of a percentage of his or her Long-Term
Incentive  Compensation for the performance cycle beginning January 1, 2001, may
be made on or before the last day of  December  2001,  but such  election  shall
apply only to a pro rata portion of his or her Long-Term Incentive  Compensation
for such  performance  cycle based on the number of complete months remaining in
such  performance  cycle,  and  (ii)  if  an  individual   initially  becomes  a
Participant  other  than on the first day of a Plan  Year or  initially  becomes
eligible to receive Long-Term  Incentive  Compensation  after the beginning of a
performance cycle, such  Participant's  election to defer a percentage of his or
her Long-Term  Incentive  Compensation  for a  performance  cycle may be made no
later  than 30 days  after he or she  either  becomes a  Participant  or becomes
eligible to receive Long-Term Incentive Compensation,  whichever is the later to
occur,  but such  election  shall apply only to a pro rata portion of his or her
Long-Term Incentive  Compensation for the relevant  performance cycle based upon
the number of complete months remaining in such performance cycle divided by 36.
Long-Term  Incentive  Compensation  for a  performance  cycle not  deferred by a
Participant  pursuant to this  Section  shall be  received  by such  Participant
except as  provided  by any other plan  maintained  by the  Employer.  Long-Term
Incentive Compensation deferrals made by a Participant shall be credited to such
Participant's  Account  as of the  date  the  Long-Term  Incentive  Compensation

                                       5
<PAGE>

deferred would have been received by such  Participant had no deferral been made
pursuant  to this  Section  3.3.  Except as provided  in Section  5.8,  deferral
elections pursuant to this Section shall be irrevocable.

         3.4 Investment of Accounts.

         (a) As  of any  Determination Date,  each Participant's  Account  shall
consist  of the balance  of the  Participant's Account  as  of  the  immediately
preceding Determination Date adjusted for:

             (1)  additional deferrals pursuant to Sections 3.1, 3.2 and/or 3.3;
             (2)  distributions (if any); and
             (3)  the appropriate Credited Investment Return.

All adjustments will be recorded to the Participants' Accounts as of each
Determination Date.

         (b) The  Committee shall  designate  from  time  to time  one  or  more
Investment  Options in which the Accounts may be deemed invested.  The Committee
shall have the sole discretion to determine the number of Investment  Options to
be designated  hereunder and the nature of the Investment Options and may change
or eliminate  any of the  Investment  Options from time to time. In the event of
such change or  elimination,  the Committee shall give each  Participant  timely
notice and opportunity to make a new election.  No such change or elimination of
any  Investment  Options  shall be  considered  to be an  amendment  to the Plan
pursuant to Section 10.4. A  Participant  may request that his or her Account be
allocated among the deemed Investment Options. If a Participant fails to make an
election,  his or her Account shall be invested in a single fund selected by the
Committee.

         (c) A Participant  shall, in  connection with  his or  her  election to
defer Base Salary,  Bonus Compensation and/or Long-Term  Incentive  Compensation
for a  particular  Plan Year,  elect one or more  Investment  Options into which
amounts to be allocated  to his or her Account in respect of deferrals  for such
Plan Year shall be deemed  invested by  submitting  on or before the last day of
the preceding  Plan Year a Deferral and  Investment  Election Form in accordance
with the procedures prescribed by the Committee.

         (d) A Participant may request a change  to his or her Deemed Investment
Elections for future amounts allocated to his or her Account and amounts already
allocated  to his or her  Account.  Any such change shall be made by filing with
the Committee an Investment  Election Change Form. The Committee shall establish
procedures relating to changes in Deemed Investment Elections, which may include
limiting the percentage, amount and frequency of such changes and specifying the
effective date for any such changes.

         (e) Each  Participant's  Account  shall  be  credited  monthly with the
Credited  Investment  Return  attributable  to his or her Account.  The Credited
Investment  Return is the  amount  which the  Participant's  Account  would have
earned if the amounts  credited to the Account  had, in fact,  been  invested in
accordance with the Participant's Deemed Investment Elections.

                                       6
<PAGE>

                                       IV.

                                   Withdrawals

         4.1 Emergency Withdrawals. Participants  shall  be  permitted  to  make
withdrawals  from  the  Plan,   without  penalty,   only  in  the  event  of  an
Unforeseeable  Emergency, as determined by the Committee in its sole discretion.
No withdrawal shall be allowed to the extent that such  Unforeseeable  Emergency
is or may be relieved (a) through  reimbursement or compensation by insurance or
otherwise,  (b) by liquidation of the  Participant's  assets,  to the extent the
liquidation of such assets would not itself cause severe  financial  hardship or
(c) by cessation  of Base Salary  deferrals  under the Plan  pursuant to Section
3.1(b).  Further,  the Committee shall permit a Participant to withdraw only the
amount it determines, in its sole discretion, to be reasonably needed to satisfy
the Unforeseeable Emergency.

         4.2 Non-Emergency  Withdrawals. A Participant may make withdrawals from
his or her  Accounts  at any  time  for  reasons  other  than  an  Unforeseeable
Emergency, subject to the following:

         (a) the minimum amount that may be withdrawn is $5,000;

         (b) only one such withdrawal may be made during any Plan Year;

         (c) the withdrawal  shall be in cash  in a lump sum  and taken from the
             Accounts and Investment Options designated by the Participant;

         (d) the withdrawal  must be designated in a whole percentage or a whole
             dollar amount; and

         (e) upon such  withdrawal, a portion of the Participant's Plan  balance
             shall  be forfeited  based on  the amount  withdrawn from the Plan,
             determined as follows:

<TABLE>
<CAPTION>
               With Respect to the Amount                   Percentage of Amount
              Withdrawn from the Following           Withdrawn from the Percentile to be
                Percentiles of the Plan                   Forfeited from the Plan
                -----------------------                   -----------------------
<S>           <C>                                    <C>

                       First 50%                                    10%
                       Second 50%                                   25%
</TABLE>

The  withdrawal  amount shall be reduced to the extent  necessary for the sum of
the amount  of the  withdrawal and  the forfeiture  not to  exceed 100%  of  the
Participant's Plan. Balance.

         Notwithstanding  the foregoing,  if such a  withdrawal  is made  on  or
within one year following a Corporate  Change (as defined below),  the amount of
the Participant's  Accounts forfeited upon such withdrawal shall be equal to 10%
of the amount of such withdrawal.  A Corporate Change means one of the following
events occurs:  (i) the merger,  consolidation  or other  reorganization  of the
Company in which the  outstanding  common stock of the Company is converted into
or exchanged  for a different  class of  securities  of the Company,  a class of
securities  of any  other  issuer  (except  a direct or  indirect  wholly  owned
subsidiary  of the Company), cash  or other  property; (ii)  the sale,  lease or

                                       7
<PAGE>

exchange of all or  substantially  all of the assets of the Company to any other
corporation  or entity (except a direct or indirect  wholly owned  subsidiary of
the Company); (iii) the adoption of the stockholders of the Company of a plan of
liquidation and  dissolution;  (iv) the acquisition  (other than any acquisition
pursuant  to any  other  clause of this  definition)  by any  person or  entity,
including,  without limitation, a "group" as contemplated by Section 13(d)(3) of
the Securities Exchange Act of 1934, of beneficial ownership, as contemplated by
such  Section,  of more than  twenty  percent  (based  on  voting  power) of the
Company's outstanding capital stock; or (v) as a result of or in connection with
a contested election of directors of the Company, the persons who were directors
of the Company  before such election shall cease to constitute a majority of the
Board of Directors of the Company.

         Withdrawals shall be  paid as soon as reasonably  practicable following
the Participant's  request,  which must be in such form or manner as the Company
may prescribe from time to time.

                                       V.

                               Payment of Benefits

         5.1 Payment  Election Generally.  In  conjunction  with  each  deferral
election  made by a  Participant  pursuant to Article III for a Plan Year,  such
Participant shall elect, subject to Sections 5.4, 5.5, 5.7 and 5.8, the time and
the form of payment  with respect to such  deferral and the Credited  Investment
Returns  attributable  thereto.  A  Participant  may revise his or her  election
regarding  the time and form of payment of deferred  amounts,  but such  revised
election  shall not be  effective  until  one year from the date of the  revised
election and shall be  effective  only if payment has not been made or commenced
pursuant to Section 5.2 prior to the expiration of such one-year period.

         5.2 Time  of Benefit  Payment. With  respect to  each deferral election
made by a Participant  pursuant to Article III, such Participant  shall elect to
commence  payment  of  such  deferral  and  the  Credited   Investment   Returns
attributable thereto on one of the following dates:

         (a) Retirement; or

         (b) A specific future  month and year,  but not earlier than five years
from the date of the deferral if the Participant has not attained age fifty-five
at the time of the  deferral  or one year from the date of the  deferral  if the
Participant  has attained age  fifty-five at the time of the  deferral,  and not
later  than the  first  day of the year in which  the  Participant  attains  age
seventy.

         5.3 Form  of Benefit  Payment. With  respect to  each deferral election
made by a Participant  pursuant to Article III, such Participant shall elect the
form of  payment  with  respect to such  deferral  and the  Credited  Investment
Returns attributable thereto from one of the following forms:

         (a) A lump sum; or

         (b) Installment payments for a period not to exceed ten years.

                                       8
<PAGE>

Installment payments shall be paid annually on the first business day of January
of each Plan Year; provided however, that not later than sixty days prior to the
date  payment  is to  commence,  a  Participant  may  elect  to have  his or her
installment  payments paid  quarterly on the first business day of each calendar
quarter.  Each  installment  payment  shall be  determined  by  multiplying  the
deferral and the Credited Investment Returns attributable thereto at the time of
the payment by a fraction,  the numerator of which is one and the denominator of
which is the number of remaining installment payments to be made to Participant.
In the event the total  amount  credited  to a  Participant's  Account  does not
exceed $50,000, the Committee may, in its sole discretion, pay such amounts in a
lump sum.

         5.4 Total  and Permanent Disability.  If a Participant  becomes totally
and permanently disabled while employed by the Employer,  payment of the amounts
credited to such Participant's  Account shall commence on the first business day
of the  second  calendar  quarter  following  the  date  the  Committee  makes a
determination that the Participant is totally and permanently  disabled,  in the
form  of  payment   determined  in  accordance   with  Section  5.3.  The  above
notwithstanding,  if such Participant is already receiving  payments pursuant to
Section 5.2(b) and Section 5.3(b), such payments shall continue. For purposes of
the Plan, a Participant shall be considered totally and permanently  disabled if
the Committee  determines,  based on a written medical opinion (unless waived by
the Committee as unnecessary), that such Participant is permanently incapable of
performing his or her job for physical or mental reasons.

         5.5 Death. In the event of a Participant's death at a time when amounts
are credited to such Participant's  Account,  such amounts shall be paid to such
Participant's   designated   beneficiary   or   beneficiaries   in  five  annual
installments  commencing  as  soon  as  administratively   feasible  after  such
Participant's date of death. However, the Participant's  designated  beneficiary
or  beneficiaries  may request a lump sum payment based upon  hardship,  and the
Committee, in its sole discretion, may approve such request.

         5.6 Designation of Beneficiaries.

         (a) Each Participant shall  have the right to designate the beneficiary
or beneficiaries to receive payment of his or her benefit in the event of his or
her death.  Each such designation  shall be made by executing and submitting the
beneficiary  designation form prescribed by the Committee.  Any such designation
may be changed at any time by execution of a new  designation in accordance with
this Section.

         (b) If no such designation is on file with the Committee at the time of
the death of the Participant or such designation is not effective for any reason
as determined by the Committee, then the designated beneficiary or beneficiaries
to receive such benefit shall be as follows:

             (1)  If a Participant leaves a surviving spouse, his or her benefit
         shall be paid to such surviving spouse.

             (2)  If a  Participant  leaves no  surviving  spouse,  his  or  her
         benefit shall be paid to such  Participant's executor or administrator,
         or to  his or her heirs at law if there  is no administration  of  such
         Participant's estate.

                                       9
<PAGE>

         5.7 Other Termination of Employment. If a Participant terminates his or
her employment with the Employer before Retirement for a reason other than total
and permanent  disability or death, the amounts  credited to such  Participant's
Account shall be paid to the  Participant in a lump sum no less than thirty days
and no more  than  one year  after  the  Participant's  date of  termination  of
employment.  For purposes of this Section,  transfers of employment  between and
among the Company and its  Affiliates  shall not be considered a termination  of
employment.

         5.8 Change  in the Company's  Credit Rating.  If the Standard  & Poor's
rating for the  Company's  senior  indebtedness  falls  below BBB,  the  amounts
credited to  Participants'  Accounts shall be paid to the Participants in a lump
sum within  forty-five  days after the date of change of such credit rating.  In
addition,  all deferral elections under the Plan shall  automatically be revoked
on the date of such change in credit rating and no new deferral  elections shall
be made until such time as the Committee may authorize new elections.

         5.9 Payment  of Benefits.  To the extent  the Trust  Fund, if  any, has
sufficient  assets,  the Trustee  shall pay  benefits to  Participants  or their
beneficiaries,  except to the extent the Employer pays the benefits directly and
provides  adequate  evidence of such payment to the  Trustee.  To the extent the
Trustee  does not or cannot pay  benefits  out of the Trust Fund,  the  benefits
shall be paid by the Employer. Any benefit payments made to a Participant or for
his or her  benefit  pursuant to any  provision  of the Plan shall be debited to
such  Participant's  Account.  All benefit payments shall be made in cash to the
fullest extent practicable.

         5.10 Unclaimed Benefits. In the case of  a benefit payable on behalf of
a  Participant,  if the  Committee  is  unable  to  locate  the  Participant  or
beneficiary to whom such benefit is payable, upon the Committee's  determination
thereof,  such benefit shall be forfeited to the Employer.  Notwithstanding  the
foregoing,  if subsequent to any such  forfeiture the Participant or beneficiary
to whom such  benefit  is payable  makes a valid  claim for such  benefit,  such
forfeited  benefit  shall be paid by the Employer or restored to the Plan by the
Employer.

         5.11 No Acceleration of Bonus or Long-Term  Incentive Compensation. The
time of payment of any Bonus  Compensation or Long-Term  Incentive  Compensation
that the  Participant has elected to defer but that has not yet been credited to
the  Participant's  Account  because it is not yet payable without regard to the
deferral shall not be accelerated as a result of the provisions of this Article.
If,  pursuant  to  the  provisions  of  this  Article,  payment  of  such  Bonus
Compensation or Long-Term Incentive  Compensation would no longer be deferred at
the time it becomes  payable,  such Bonus  Compensation  or Long-Term  Incentive
Compensation  shall  be paid to the  Participant  within  90 days of the date it
would have been payable had the Participant not made a deferral election.

                                       10
<PAGE>

                                       VI.

                           Administration of the Plan

         6.1 Committee Powers and Duties. The general administration of the Plan
shall  be  vested  in  the  Committee.   The  Committee   shall   supervise  the
administration and enforcement of the Plan according to the terms and provisions
hereof  and shall  have all  powers  necessary  to  accomplish  these  purposes,
including, but not by way of limitation, the right, power, authority, and duty:

         (a) To  make   rules,  regulations,  procedures  and  bylaws   for  the
administration  of the  Plan  that  are not  inconsistent  with  the  terms  and
provisions  hereof,  and to  enforce  the  terms of the Plan and the  rules  and
regulations promulgated thereunder by the Committee;

         (b) To  designate, change and  eliminate  Investment  Options  in which
Accounts  may  be  deemed  invested  and to  establish  procedures  relating  to
elections of Investment Options by Participants;

         (c) To construe  in its  discretion all terms,  provisions, conditions,
and limitations of the Plan;

         (d) To correct any defect or to supply any omission or to reconcile any
inconsistency  that may appear in the Plan in such  manner and to such extent as
it shall deem in its  discretion  expedient  to  effectuate  the purposes of the
Plan;

         (e) To employ  and compensate  such  accountants, attorneys, investment
advisors,  and other  agents,  employees,  and  independent  contractors  as the
Committee  may  deem  necessary  or  advisable  for  the  proper  and  efficient
administration of the Plan;

         (f) To  determine  in   its  discretion   all  questions   relating  to
eligibility;

         (g) To determine  whether and  when there  has  been a termination of a
Participant's employment with the Employer, and the reason for such termination;

         (h) To make  a determination  in its discretion  as to the right of any
person to  a benefit under  the Plan and to  prescribe procedures to be followed
by distributees in obtaining benefits hereunder; and

         (i) To receive and review reports  from the Trustee as to the financial
condition of the Trust Fund, if any, including its receipts and disbursements.

         6.2 Self-Interest  of Participants.  No member  of the  Committee shall
have any right to vote or decide  upon any  matter  relating  solely to  himself
under the Plan (including, without limitation, Committee decisions under Article
II) or to vote in any case in which  his or her  individual  right to claim  any
benefit  under  the  Plan is  particularly  involved.  In any  case  in  which a
Committee  member is so  disqualified  to act and the remaining  members  cannot
agree, the Compensation Committee shall appoint a temporary substitute member to
exercise  all the powers of the  disqualified  member  concerning  the matter in
which he or she is disqualified.

                                       11
<PAGE>


         6.3 Claims Review. In any case in  which a claim for Plan benefits of a
Participant or beneficiary  is denied or modified,  the Committee  shall furnish
written  notice  to the  claimant  within  ninety  days (or  within  180 days if
additional  information requested by the Committee  necessitates an extension of
the ninety-day period), which notice shall:

         (a) State   the  specific   reason  or   reasons  for   the  denial  or
modification;

         (b) Provide  specific reference  to pertinent  Plan provisions on which
the denial or modification is based;

         (c) Provide a  description of any additional  material  or  information
necessary for  the Participant,  his or her  beneficiary, or  representative  to
perfect  the claim and  an explanation of  why  such material  or information is
necessary; and

         (d) Explain the Plan's claim review procedure as contained herein.

In  the  event  a  claim  for  Plan  benefits  is  denied  or  modified,  if the
Participant,  his or her beneficiary, or a representative of such Participant or
beneficiary  desires to have such  denial or  modification  reviewed,  he or she
must,  within  sixty days  following  receipt  of the  notice of such  denial or
modification,  submit a  written  request  for  review by the  Committee  of its
initial decision.  In connection with such request, the Participant,  his or her
beneficiary, or the representative of such Participant or beneficiary may review
any pertinent documents upon which such denial or modification was based and may
submit issues and comments in writing.  Within sixty days following such request
for review the Committee shall,  after providing a full and fair review,  render
its final decision in writing to the Participant,  his or her beneficiary or the
representative  of such Participant or beneficiary  stating specific reasons for
such decision and making  specific  references to pertinent Plan provisions upon
which the decision is based.  If special  circumstances  require an extension of
such sixty-day  period,  the  Committee's  decision shall be rendered as soon as
possible,  but not later than 120 days after  receipt of the request for review.
If an extension of time for review is required,  written notice of the extension
shall be furnished to the Participant,  beneficiary,  or the  representative  of
such  Participant  or  beneficiary  prior to the  commencement  of the extension
period.

         6.4 Employer to Supply  Information. The Employer shall supply full and
timely information to the Committee,  including, but not limited to, information
relating to each Participant's  compensation,  age, retirement,  death, or other
cause of  termination  of  employment  and  such  other  pertinent  facts as the
Committee may require. The Employer shall advise the Trustee, if any, of such of
the  foregoing  facts as are deemed  necessary  for the Trustee to carry out the
Trustee's  duties  under  the  Plan  and the  Trust  Agreement.  When  making  a
determination  in connection  with the Plan, the Committee  shall be entitled to
rely upon the aforesaid information furnished by the Employer.

         6.5 Indemnity. The Company shall indemnify and hold harmless each
member of the Committee against any and all expenses and liabilities arising out
of his or her administrative functions or fiduciary responsibilities,  including
any  expenses  and  liabilities  that are  caused  by or  result  from an act or
omission  constituting  the negligence of such member in the performance of such
functions or  responsibilities,  but excluding expenses and liabilities that are
caused  by or  result  from  such  member's  own  gross  negligence  or  willful

                                       12
<PAGE>

misconduct.  Expenses  against which such member shall be indemnified  hereunder
shall include,  without  limitation,  the amounts of any settlement or judgment,
costs,  counsel fees, and related charges reasonably incurred in connection with
a claim asserted or a proceeding brought or settlement thereof.

                                      VII.

                             Administration of Funds

         7.1 Payment of Expenses. All expenses incident to the administration of
the Plan and Trust,  including  but not limited to, legal,  accounting,  Trustee
fees,  and expenses of the  Committee,  may be paid by the Employer  and, if not
paid by the Employer, shall be paid by the Trustee from the Trust Fund, if any.

         7.2 Trust    Fund   Property.   All    income,   profits,   recoveries,
contributions,  forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee,  if any, shall be held for
investment  purposes  as a  commingled  Trust Fund  pursuant to the terms of the
Trust  Agreement.  The Committee shall maintain one or more Accounts in the name
of each Participant, but the maintenance of an Account designated as the Account
of a Participant  shall not mean that such  Participant  shall have a greater or
lesser  interest than that due him or her by operation of the Plan and shall not
be  considered  as  segregating  any funds or  property  from any other funds or
property  contained in the commingled fund. No Participant  shall have any title
to any specific asset in the Trust Fund, if any.

                                      VIII.

                               Nature of the Plan

         The  Employer intends  and desires  by the  adoption  of  the  Plan  to
recognize  the  value  to the  Employer  of the  past and  present  services  of
employees  covered  by the Plan and to  encourage  and  assure  their  continued
service with the  Employer by making more  adequate  provision  for their future
retirement security.  The Plan is intended to constitute an unfunded,  unsecured
plan of  deferred  compensation  for a select  group  of  management  or  highly
compensated  employees of the Employer.  Plan benefits herein provided are to be
paid out of the Employer's  general assets.  The Plan constitutes a mere promise
by the Employers to make benefit  payments in the future and  Participants  have
the  status of  general  unsecured  creditors  of the  Employers.  Nevertheless,
subject to the terms hereof and of the Trust  Agreement,  if any, the Employers,
or the Company on behalf of the Employers,  may transfer money or other property
to the Trustee and the Trustee shall pay Plan benefits to Participants and their
beneficiaries out of the Trust Fund.

         The Committee,  in its sole  discretion, may  establish  the  Trust and
direct the  Employers to enter into the Trust  Agreement and adopt the Trust for
purposes of the Plan. In such event, the Employers shall remain the owner of all
assets in the Trust Fund and the  assets  shall be subject to the claims of each
Employer's  creditors  if such  Employer  ever becomes  insolvent.  For purposes
hereof,  an Employer  shall be  considered  "insolvent"  if (a) the  Employer is
unable to pay its debts as they become due, or (b) the  Employer is subject to a
pending  proceeding as a debtor under the United States  Bankruptcy Code (or any
successor federal statute). The chief  executive officer of the Employer and its

                                       13
<PAGE>

board of  directors  shall have the duty to inform the Trustee in writing if the
Employer becomes  insolvent.  Such notice given under the preceding  sentence by
any  party  shall  satisfy  all of the  parties'  duty to give  notice.  When so
informed,  the Trustee shall suspend  payments to the  Participants and hold the
assets for the  benefit of the  Employer's  general  creditors.  If the  Trustee
receives a written allegation that the Employer is insolvent,  the Trustee shall
suspend  payments to the Participants and hold the Trust Fund for the benefit of
the  Employer's  general  creditors,  and  shall  determine  within  the  period
specified  in the Trust  Agreement  whether the  Employer is  insolvent.  If the
Trustee determines that the Employer is not insolvent,  the Trustee shall resume
payments to the  Participants.  No  Participant  or  beneficiary  shall have any
preferred claim to, or any beneficial  ownership  interest in, any assets of the
Trust Fund.

                                       IX.

                             Participating Employers

         The Committee may designate any  entity or organization eligible by law
to  participate in this Plan as an Employer by written  instrument  delivered to
the  Secretary  of  the  Company  and  the  designated  Employer.  Such  written
instrument  shall specify the effective date of such  designated  participation,
may incorporate  specific provisions relating to the operation of the Plan which
apply to the designated  Employer only and shall become,  as to such  designated
Employer and its employees,  a part of the Plan. Each designated  Employer shall
be conclusively presumed to have consented to its designation and to have agreed
to be bound by the terms of the Plan and any and all amendments thereto upon its
submission  of  information  to the  Committee  required by the terms of or with
respect  to the  Plan;  provided,  however,  that  the  terms of the Plan may be
modified so as to increase the  obligations of an Employer only with the consent
of such  Employer,  which  consent shall be  conclusively  presumed to have been
given by such Employer upon its  submission of any  information to the Committee
required by the terms of or with respect to the Plan.  Except as modified by the
Committee  in its  written  instrument,  the  provisions  of this Plan  shall be
applicable  with  respect  to each  Employer  separately,  and  amounts  payable
hereunder   shall  be  paid  by  the  Employer   which  employs  the  particular
Participant, if not paid from the Trust Fund.

                                       X.

                                  Miscellaneous

         10.1 Not Contract of Employment. The adoption  and maintenance  of  the
Plan shall not be deemed to be a contract between the Employer and any person or
to be consideration  for the employment of any person.  Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Employer or to restrict the right of the Employer to discharge any person at any
time nor shall the Plan be deemed to give the  Employer the right to require any
person to remain in the employ of the Employer or to restrict any person's right
to terminate his or her employment at any time.

         10.2 Alienation of Interest Forbidden.  Except as hereinafter provided,
the  interest  of a  Participant  or  his or her  beneficiary  or  beneficiaries
hereunder may not be sold,  transferred,  assigned, or encumbered in any manner,
either voluntarily or involuntarily, and any attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber, or charge  the same shall  be null and

                                       14
<PAGE>

void;  neither  shall the  benefits  hereunder  be liable  for or subject to the
debts, contracts,  liabilities,  engagements or torts of any person to whom such
benefits  or funds are  payable,  nor shall  they be an asset in  bankruptcy  or
subject to garnishment, attachment or other legal or equitable proceedings. Plan
provisions to the contrary notwithstanding,  the Committee shall comply with the
terms  and  provisions  of  an  order  that  satisfies  the  requirements  for a
"qualified  domestic  relations  order"  as such  term  is  defined  in  section
206(d)(3)(B) of the Act,  including an order that requires  distributions  to an
alternate payee prior to a Participant's  "earliest retirement age" as such term
is defined in section 206(d)(3)(E)(ii) of the Act.

         10.3 Withholding.  All deferrals and  payments  provided for  hereunder
shall be subject to  applicable  withholding  and other  deductions  as shall be
required of the Employer under any applicable local, state or federal law.

         10.4 Amendment and Termination. The  Compensation  Committee  may  from
time to time, in its  discretion,  amend, in whole or in part, any or all of the
provisions of the Plan;  provided,  however,  that no amendment may be made that
would  impair  the rights of a  Participant  with  respect  to  amounts  already
allocated to his or her Account.  The  Compensation  Committee may terminate the
Plan at any time.  In the event that the Plan is  terminated,  the  balance in a
Participant's Account shall be paid to such Participant or his or her designated
beneficiary in a single lump sum payment of cash in full  satisfaction of all of
such Participant's or beneficiary's benefits hereunder. Any such amendment to or
termination  of the Plan  shall be in  writing  and  signed  by a member  of the
Compensation Committee.

         10.5 Severability. If any provision  of this Plan shall be held illegal
or invalid for any reason,  said  illegality or invalidity  shall not affect the
remaining  provisions hereof;  instead,  each provision shall be fully severable
and the Plan  shall be  construed  and  enforced  as if said  illegal or invalid
provision had never been included herein.

         10.6 Governing  Laws.  All provisions of the Plan shall be construed in
accordance with the laws of Texas except to the extent preempted by federal law.

                                        HALLIBURTON COMPANY




                                        By: /s/ Robert L. Crandall
                                            -----------------------
                                            Robert L. Crandall, Chairman
                                            Compensation Committee of Directors

                                       15