Benefit Restoration Plan - Halliburton Co.


                               HALLIBURTON COMPANY

                            BENEFIT RESTORATION PLAN

                             AS AMENDED AND RESTATED

                            EFFECTIVE JANUARY 1, 2001



                                TABLE OF CONTENTS


ARTICLE                                                    PAGE


ARTICLE I:      PURPOSE OF THE PLAN......................   1

ARTICLE II:     DEFINITIONS..............................   1

ARTICLE III:    ADMINISTRATION OF THE PLAN...............   2

ARTICLE IV:     ALLOCATIONS UNDER THE PLAN,
                PARTICIPATION IN THE PLAN AND
                SELECTION FOR AWARDS.....................   4

ARTICLE V:      NON-ASSIGNABILITY OF AWARDS............     4

ARTICLE VI:     VESTING................................     5

ARTICLE VII:    DISTRIBUTION OF AWARDS.................     5

ARTICLE VIII:   NATURE OF PLAN.........................     6

ARTICLE IX:     FUNDING OF OBLIGATION..................     6

ARTICLE X:      AMENDMENT OR TERMINATION OF PLAN.......     7

ARTICLE XI:     GENERAL PROVISIONS.....................     7

ARTICLE XII:    EFFECTIVE DATE.........................     8



                                       (i)


                               HALLIBURTON COMPANY

                            BENEFIT RESTORATION PLAN

         Halliburton  Company,  having  heretofore  established  the Halliburton
Company  Senior  Executives'  Deferred   Compensation  Plan,   pursuant  to  the
provisions  of  Article  X  of  said  Plan,  hereby  splits  said Plan  into the
Halliburton Company Supplemental Executive Retirement  Plan and the  Halliburton
Company  Benefit  Restoration  Plan and  amends  and  restates  the  Halliburton
Company  Benefit  Restoration  Plan to  read as  follows and  to be effective in
accordance with the provisions of Article XII hereof.



                                      (ii)



                                    ARTICLE I

                               Purpose of the Plan

         The  purpose of the Halliburton  Company Benefit Restoration Plan is to
provide a  vehicle to  restore qualified plan benefits  which are  reduced  as a
result of  limitations on  contributions imposed under the Internal Revenue Code
or  due  to  participation  in  other  company  sponsored  plans  and  to  defer
compensation  that would otherwise be treated as excessive employee remuneration
within the meaning of Section 162(m) of the Internal Revenue Code.


                                   ARTICLE II
                                   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.

         (A) Account: An individual account for each Participant on the books of
such Participant's  Employer to  which is  credited  amounts  allocated for  the
benefit of such Participant pursuant to the provisions of Article IV, Paragraphs
(A) and (B), amounts  transferred to  the Plan from other  deferred compensation
plans, and interest credited pursuant to the provisions of Article IV, Paragraph
(D).

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

         (C) Allocation Year: The calendar year for  which an allocation is made
to a Participant's Account pursuant to Article IV.

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

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

         (F) Compensation Committee: The Compensation Committee of the Board.

         (G) Company: Halliburton Company.

         (H) Employee: Any  employee of  an Employer.  The term does not include
independent  contractors  or  persons  who   are  retained  by  an  Employer  as
consultants only.

         (I) Employer: The Company and any Subsidiary  designated as an Employer
in accordance with the provisions of Article III of the Plan.

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

         (K) Participant: An Employee whose  compensation from the Employers for
an Allocation Year is in excess of the limit set forth in Section 401 (a)(17) of
the Code  for such  Allocation Year or  who has made elective deferrals for such
Allocation Year under the Halliburton Elective Deferral Plan.

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         (L) Pension Equalizer Contribution: Pension  Equalizer Contribution  as
defined in the Halliburton Retirement and Savings Plan.

         (M) Plan: The Halliburton Company  Benefit Restoration Plan, as amended
and  restated  January 1, 2001, and as the same  may thereafter be  amended from
time to time.

         (N) Subsidiary: At any  given time, a  company (whether  a corporation,
partnership,  limited liability  company or other form  of entity) in  which the
Company  or any other of  its Subsidiaries or both owns, directly or indirectly,
an aggregate equity interest of 80% or more.

         (O) Termination of Service: Severance from  employment with an Employer
for any reason other than a transfer between Employers.

         (P) Trust: Any trust created pursuant to the provisions of Article IX.

         (Q) Trust Agreement: The agreement establishing the Trust.

         (R) Trustee: The trustee of the Trust.

         (S) Trust Fund: Assets under the Trust as may exist from time to time.


                                   ARTICLE III

                           Administration of the Plan

         (A) The  Compensation   Committee  shall   appoint  an   Administrative
Committee  to administer,  construe and  interpret the Plan. Such Administrative
Committee, or such successor Administrative  Committee as may be duly appointed
by the Compensation Committee, shall  serve at the pleasure  of the Compensation
Committee. Decisions of the Administrative Committee, with respect to any matter
involving the Plan, shall be final and binding on the Company, its shareholders,
each Employer  and all  officers and  other executives  of  the  Employers.  For
purposes  of  the   Employee  Retirement  Income   Security  Act  of  1974,  the
Administrative Committee  shall be  the Plan  "administrator" and  shall be  the
"named fiduciary" with respect to the general administration of the Plan.

         (B) The Administrative  Committee shall  maintain complete and adequate
records pertaining  to the  Plan, including  but not  limited  to  Participants'
Accounts,  amounts transferred  to the  Trust, reports  from the Trustee and all
other records which shall be necessary or desirable in the proper administration
of the  Plan.  The Administrative  Committee  shall  furnish  the  Trustee  such
information as is  required to be  furnished by the Administrative  Committee or
the Company pursuant to the Trust Agreement.

         (C) The Company  (the "Indemnifying Party") hereby  agrees to indemnify
and hold harmless the members of the Administrative Committee  (the "Indemnified
Parties") against any losses, claims, damages or liabilities to which any of the
Indemnified Parties may become subject to  the extent that such  losses, claims,
damages or  liabilities or  actions in respect thereof arise out of or are based
upon any  act or  omission of  the Indemnified  Party  in  connection  with  the
administration of  this Plan  (including any act or omission of such Indemnified
Party  constituting  negligence,  but  excluding  any act  or omission  of  such
Indemnified Party constituting gross negligence or willful misconduct), and will

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reimburse  the  Indemnified  Party  for any legal or other  expenses  reasonably
incurred by him or her in connection with investigating or defending against any
such loss, claim, damage, liability or action.

         (D) Promptly after receipt by the Indemnified Party under the preceding
paragraph of notice of the commencement of any action or proceeding with respect
to any loss,  claim, damage or  liability against  which the  Indemnified  Party
believes he or she is indemnified under the preceding paragraph, the Indemnified
Party  shall,  if  a  claim with  respect thereto  is to  be  made  against  the
Indemnifying  Party  under such  paragraph,  notify the  Indemnifying  Party  in
writing of the  commencement thereof; provided, however, that the omission so to
notify the Indemnifying  Party shall  not relieve it from any liability which it
may have to the Indemnified Party to the  extent the  Indemnifying Party  is not
prejudiced by such omission. If any such  action or  proceeding shall be brought
against the Indemnified Party, and it shall notify the Indemnifying Party of the
commencement  thereof,  the Indemnifying  Party shall be entitled to participate
therein, and, to the extent that  it shall wish, to assume  the defense thereof,
with counsel reasonably satisfactory to the Indemnified Party, and, after notice
from the  Indemnifying Party  to the Indemnified Party of its election to assume
the  defense  thereof,  the Indemnifying Party  shall  not  be  liable  to  such
Indemnified  Party under the preceding paragraph for any legal or other expenses
subsequently  incurred by  the Indemnified Party  in connection with the defense
thereof other than reasonable costs of  investigation or reasonable  expenses of
actions taken at the written request of the Indemnifying Party. The Indemnifying
Party shall not be liable for any compromise or settlement of any such action or
proceeding effected  without its consent, which consent will not be unreasonably
withheld.

         (E) The Administrative  Committee may  designate  any Subsidiary  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 Administrative
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 Administrative Committee  required by the
terms of or with  respect to the Plan.  Except as modified by the Administrative
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.

         (F) No member  of the Administrative  Committee shall have any right to
vote  or decide upon  any matter relating solely to himself or herself under the
Plan 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  an
Administrative  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.

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                                   ARTICLE IV

                           Allocations Under the Plan,
               Participation in the Plan and Selection for Awards

         (A) The Administrative  Committee shall  determine for  each Allocation
Year  which Participants'  allocations of  Employer  contributions  (other  than
matching  contributions) and  forfeitures under  qualified defined  contribution
plans  sponsored by the Employers have been reduced for such  Allocation Year by
reason of  the application of Section 401 (a)(17) or Section 415 of the Code, or
any combination  of such  Sections  (except that  reductions of  a Participant's
Pension Equalizer Contribution  by reason  of the application  of Section 415 of
the Code  shall not  be taken  into account), or by reason of elective deferrals
under the Halliburton Elective  Deferral Plan, and  shall allocate to the credit
of each such  Participant under the  Plan an amount  equal to the amount of such
reductions  applicable  to  such Participant.  In addition,  the  Administrative
Committee  shall  allocate to  the credit  of each Participant under the Plan an
amount  equal  to  4%  of  the  sum  of  (i) the  amount  of  such Participant's
compensation  (as  such  term is  defined in  the applicable  qualified  defined
contribution  plan) deferred  under the  Halliburton Elective  Deferral Plan for
such Allocation  Year and  (ii) the  amount of such compensation not so deferred
that  is in excess  of the compensation  limit under  Section 401 (a)(17) of the
Code for such Allocation Year.

         (B) The Compensation Committee may,  in its discretion, allocate to the
credit  of a  Participant under  the Plan  all or  any part of  any remuneration
payable by the Employer to such Participant which would otherwise  be treated as
excessive employee remuneration within the meaning of Section 162(m) of the Code
for any Allocation Year, rather than paying such excessive remuneration  to such
Participant.

         (C) Allocations  to  Participants  under  the  Plan  shall  be  made by
crediting  their respective  Account on  the books  of their Employers as of the
last  day of  the Allocation Year, except that an allocation under Paragraph (B)
shall be credited  to a Participant  on the date the amount would have been paid
to  the  Participant  had it  not been  deferred pursuant  to the  provisions of
Paragraph (B).  Accounts of Participants shall also be credited with interest as
of the last day  of each Allocation Year, at the rate set forth in Paragraph (D)
below, on the average  monthly credit balance of the Account being calculated by
using  the balance  of each  Account on  the first  day of  each month. Prior to
Termination  of Service, the  annual interest shall accumulate  as a part of the
Account balance.  After Termination of  Service,  the annual  interest for  such
Allocation Year  may be  paid as  more particularly  set  forth  hereinafter  in
Article VII, Paragraph (C).

         (D) Interest shall  be credited  on amounts  allocated to Participants'
Account at the rate of 10% per annum.


                                    ARTICLE V

                           Non-Assignability of Awards

        No  Participant  shall  have  any right  to commute,  encumber,  pledge,
transfer  or otherwise  dispose of  or alienate  any present  or future right or
expectancy which  he or  she may  have at  any time  to receive  payments of any
allocations made  to such  Participant,  all such  allocations  being  expressly
hereby made non-assignable and non-transferable; provided, however, that nothing
in the Article shall prevent transfer (A) by will, (B) by the applicable laws of

                                       4


descent  and  distribution  or (C) pursuant  to  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  ERISA  and  section 414(p)(1)(A)  of the Code,
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 ERISA and section 414(p)(4)(B) of the Code.  Attempts to
transfer or assign by a Participant (other than in accordance with the preceding
sentence)  shall, in  the sole  discretion of  the Compensation  Committee after
consideration of  such facts  as it  deems pertinent, be grounds for terminating
any rights  of such  Participant to  any awards  allocated to but not previously
paid over to such Participant.


                                   ARTICLE VI

                                     Vesting

         All amounts credited to a Participant's Account shall be fully vested
and not subject to forfeiture for any reason except as provided in Article V.



                                   ARTICLE VII

                             Distribution of Awards

         (A) Upon Termination of  Service of  a Participant  the  Administrative
Committee (i) shall certify to the Trustee or the treasurer of the  Employer, as
applicable,  the  amount credited to  the Participant's  Account on the books of
each Employer for  which the Participant  was employed at  a time when he or she
earned  an  award  hereunder,  (ii)  shall  determine whether the payment of the
amount  credited  to the  Participant's Account  under the  Plan is  to be  paid
directly by  the applicable  Employer, from the  Trust Fund,  if any,  or  by  a
combination of  such sources  (except to the  extent the provisions of the Trust
Agreement if any, specify payment from the Trust Fund) and (iii) shall determine
and certify to the Trustee or the treasurer of  the Employer, as applicable, the
method of payment of the amount credited to a Participant's Account, selected by
the Administrative Committee from among the following alternatives:

             (1) A single lump sum payment upon Termination of Service;

             (2) A  payment  of  one-half  of  the  Participant's  balance  upon
         Termination of  Service, with payment of  the additional one-half to be
         made on  or before  the last  day of  a period  of one  year  following
         Termination; or

             (3) Payment in monthly installments over a period not to exceed ten
         years with such payments to commence upon Termination of Service.

The above  notwithstanding,  if the total amount  credited to the  Participant's
Account  upon  Termination  of Service is less than  $50,000,  such amount shall
always be paid in a single lump sum payment upon Termination of Service.

         (B) The Trustee  or the treasurer of the Employer, as applicable, shall
thereafter make payments of awards in the manner and at the times so designated,
subject, however, to  all of the other terms and conditions of this Plan and the

                                       5


Trust  Agreement if any.  This Plan shall be deemed to authorize  the payment of
all or any  portion of a  Participant's  award from the Trust Fund to the extent
such payment is required by the provisions of the Trust Agreement, if any.

         (C) Interest on  the second half  of a payment  under  Paragraph (A)(2)
above  shall be paid  with the final payment,  while interest on  payments under
Paragraph (A)(3) above may be paid at each year end or may be  paid as a part of
a level monthly payment computed by the Administrative Committee through the use
of such methodologies as  the Administrative Committee shall select from time to
time for such purpose.

         (D) If a Participant  shall die while in the service of an Employer, or
after Termination of Service and  prior to the time  when all amounts payable to
him or  her under the  Plan have  been paid to such  Participant, any  remaining
amounts  payable to the Participant hereunder shall be payable to the  estate of
the  Participant.  The Administrative Committee  shall cause  the Trustee or the
treasurer  of  the Employer,  as  applicable,  to  pay  to  the  estate  of  the
Participant all of  the awards then standing to  his or her credit in a lump sum
or in such  other form of  payment  consistent with  the alternative methods  of
payment set  forth above as  the Administrative  Committee shall determine after
considering such facts and circumstances relating  to the Participant and his or
her estate as it deems pertinent.

         (E) If the Plan is  terminated pursuant to the provisions of Article X,
the Compensation  Committee may,  at its  election and  in its  sole discretion,
cause the Trustee or the treasurer of the Employer, as applicable, to pay to all
Participants all of the awards then standing to their credit in the form of lump
sum payments.


                                  ARTICLE VIII

                                 Nature of Plan

         This 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. Further, the adoption of this Plan  and any setting
aside of  amounts by  the Employers  with which  to discharge  their obligations
hereunder  shall not  be deemed  to create a trust; legal and equitable title to
any funds so  set aside shall  remain in the  Employers, and  any  recipient  of
benefits hereunder shall  have no security  or other interest in such funds. Any
and all  funds so set  aside shall remain  subject to the  claims of the general
creditors of the Employers, present and future. This provision shall not require
the Employers to set aside any funds, but the Employers may set aside such funds
if they choose to do so.


                                   ARTICLE IX

                              Funding of Obligation

         Article  VIII above  to the contrary notwithstanding, the Employers may
fund  all or  part of  their obligations  hereunder by  transferring assets to a
trust  if the  provisions of the trust agreement creating  the Trust require the
use of the Trust's  assets to satisfy  claims of an Employer's general unsecured
creditors  in  the  event of  such  Employer's  insolvency and  provide that  no
Participant shall at any time have a  prior claim  to such assets. Any transfers
of assets to a trust may be made by each Employer individually or by the Company
on  behalf of all  Employers.  The assets of the Trust shall not be deemed to be
assets of this Plan.

                                       6


                                    ARTICLE X

                        Amendment or Termination of Plan

         The  Compensation Committee shall have the power and right from time to
time to modify,  amend, supplement,  suspend or terminate the Plan as it applies
to each  Employer,  provided  that no  such change in  the Plan  may  deprive  a
Participant of the amounts  allocated to his or her Account or be retroactive in
effect to the prejudice of any  Participant and the  interest rate applicable to
amounts credited to Participants' Accounts for periods subsequent to Termination
of Service  shall not  be reduced  below 6%  per annum.  Any  such modification,
amendment,  supplement suspension or termination shall be in writing  and signed
by a member of the Compensation Committee.


                                   ARTICLE XI
                               General Provisions

         (A) No Participant shall have any preference over the general creditors
of an Employer in the event of such Employer's insolvency.

         (B) Nothing contained herein  shall be construed to give any person the
right to be retained in the employ of an Employer or to interfere with the right
of an Employer to terminate the employment of any person at any time.

         (C) If the Administrative  Committee receives evidence  satisfactory to
it that  any person entitled to receive a payment hereunder is, at  the time the
benefit is  payable, physically, mentally or legally incompetent to receive such
payment  and  to  give  a  valid receipt  therefor,  and that  an individual  or
institution  is  then maintaining or  has custody  of such person  and  that  no
guardian,  committee or  other representative  of the  estate of such person has
been  duly appointed, the Administrative Committee may  direct that such payment
thereof  be paid to such individual or institution maintaining or having custody
of such person, and the receipt of such individual or institution shall be valid
and a complete discharge for the payment of such benefit.

         (D) Payments to  be made  hereunder may,  at the written request of the
Participant, be made to a bank account designated  by such Participant, provided
that  deposits to  the credit  of such  Participant in any bank or trust company
shall be deemed payment into his or her hands.

         (E) Wherever any  words are used  herein in  the masculine, feminine or
neuter gender, they shall be construed as though they  were also used in another
gender in  all cases where they would  so apply, and whenever any words are used
herein in  the singular or plural form,  they shall be  construed as though they
were also used in the other form in all cases where they would so apply.

         (F) THIS PLAN  SHALL BE CONSTRUED  AND ENFORCED UNDER THE  LAWS OF  THE
STATE OF TEXAS EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.

                                       7


                                   ARTICLE XII

                                 Effective Date

         This amendment and restatement of  the Plan shall be effective from and
after January 1, 2001 and shall continue in force during subsequent years unless
amended or revoked by action of the Compensation Committee.



                                       HALLIBURTON COMPANY


                                       By  /s/          David J. Lesar   
                                          --------------------------------------
                                               Chairman of the Board, President
                                                 and Chief Executive Officer

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