Directors' Deferred Compensation Plan - Halliburton Co.


                               HALLIBURTON COMPANY

                      DIRECTORS' DEFERRED COMPENSATION PLAN

                             AS AMENDED AND RESTATED

                        EFFECTIVE AS OF FEBRUARY 1, 2001





                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I        PURPOSE OF PLAN...............................................2

ARTICLE II       DEFINITIONS...................................................3

ARTICLE III      ADMINISTRATION OF THE PLAN....................................5

ARTICLE IV       DEFERRED COMPENSATION.........................................7

ARTICLE V        DEFERRED COMPENSATION SUBJECT TO INTEREST.....................8

ARTICLE VI       STOCK EQUIVALENTS.............................................9

ARTICLE VII      NATURE OF PLAN...............................................11

ARTICLE VIII     TERMINATION OF THE PLAN......................................12

ARTICLE IX       AMENDMENT OF THE PLAN........................................13

ARTICLE X        GENERAL PROVISIONS...........................................14

ARTICLE XI       EFFECTIVE DATE...............................................15

                                       i



                               HALLIBURTON COMPANY

                      DIRECTORS' DEFERRED COMPENSATION PLAN

                             AS AMENDED AND RESTATED

                        EFFECTIVE AS OF FEBRUARY 1, 2001



     The Board of Directors of Halliburton Company having heretofore established
the Directors' Deferred Compensation Plan, pursuant to the provisions of Article
VII of said Plan,  hereby  amends and  supplements  said Plan to be effective in
accordance with the provisions of ARTICLE XI hereof.



                                    ARTICLE I
                                 PURPOSE OF PLAN

     The  purpose  of the Plan is to assist  the  Directors  of the  Company  in
planning for their retirement.

                                       2


                                   ARTICLE II
                                   DEFINITIONS

     Where the following  words and phrases appear  herein,  they shall have the
respective  meanings  set forth in this ARTICLE II,  unless the context  clearly
indicates to the contrary.

     Section 2.01. "Administrator" shall mean any administrator appointed by the
Committee  pursuant  to  Section  3.01  herein  or, in the  absence  of any such
appointment, the Committee.

     Section 2.02. "Board of Directors" shall mean the Board of Directors of the
Company.

     Section 2.03.  "Committee"  shall mean the  committee of those  individuals
(each of whom shall be a Director)  appointed by the Board of Directors pursuant
to Article III hereof.

     Section 2.04. "Company" shall mean Halliburton Company.

     Section 2.05.  "Compensation"  shall mean a Participant's  compensation for
services as a Director.

     Section 2.06. "Deferral Termination Date" shall mean the date a Participant
ceases to be a Director of the Company.

     Section 2.07.  "Deferred  Compensation"  shall mean  Compensation  deferred
pursuant to the provisions of this Plan.

     Section 2.08. "Deferred  Compensation Account" shall mean the Participant's
Deferred Compensation Account established pursuant to Section 4.03 herein.

     Section 2.09.  "Director"  shall mean a member of the Board of Directors of
the Company.

     Section  2.10.  "Earned"  or any  variant  thereof,  when used  herein with
respect to Compensation or Deferred Compensation or interest accrued pursuant to
Section  5.02,  shall refer to the end of a Fiscal  Quarter and,  when used with
respect to a dividend or distribution on the Company's  common stock  referenced
in  Section  6.02,  shall  refer  to the date of  payment  of such  dividend  or
distribution by the Company.

     Section 2.11.  "Fiscal  Quarter" shall mean the quarters of the Fiscal Year
ended July 31, October 31, January 31 and April 30.

     Section 2.12. "Fiscal Year" shall mean the twelve-consecutive-month  period
commencing May 1 of each year.

     Section 2.13. "Market Price" of the common stock of the Company on any date
shall mean the  closing  sales  price per share for the common  stock (or, if no
closing sales price is reported, the average of the bid and ask prices per share
on such date) on the New York Stock Exchange or, if the common stock is not then
listed on such  Exchange,  such other national or regional  securities  exchange
upon  which  the  common  stock  is so  listed,  as  reported  in the  composite

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transactions  for the principal United States  securities  exchange on which the
common  stock is then  listed or, if the common  stock is not then listed on any
such exchange, as reported in The NASDAQ Stock Market.

     Section 2.14.  "Participant" shall mean any Director of the Company who has
elected to have all or a part of his Compensation deferred pursuant to the Plan.

     Section 2.15. "Plan" shall mean the Halliburton Company Directors' Deferred
Compensation Plan, as amended and restated effective as of February 1, 2001, and
as the same may thereafter be amended from time to time.

     Section  2.16.  "Plan  Earnings"  shall mean  amounts of  interest to which
reference is made in Section 5.01 herein and of dividends and  distributions  to
which reference is made in Section 6.02 herein.

     Section 2.17. "Stock Equivalent" shall mean a measure of value equal to one
share of the Company's common stock.

     Section 2.18.  "Stock  Equivalents  Account"  shall mean the  Participant's
Stock Equivalents Account established pursuant to Section 4.03 herein.

                                       4


                                   ARTICLE III
                           ADMINISTRATION OF THE PLAN

     Section 3.01.  Committee.  The Board of Directors shall appoint a Committee
to  administer,  construe  and  interpret  the  Plan.  Such  Committee,  or such
successor  Committee as may be duly  appointed by the Board of Directors,  shall
serve at the pleasure of the Board of Directors. Decisions of the Committee with
respect  to any  matter  involving  the Plan  shall be final and  binding on the
Company and all  Participants.  The Committee may designate an  Administrator to
aid the Committee in its  administration of the Plan. Such  Administrator  shall
maintain complete and adequate records pertaining to the Plan, including but not
limited to  Participants'  Deferred  Compensation  Accounts and Stock Equivalent
Accounts, and shall serve at the pleasure of the Committee.

     Section 3.02. Indemnity.

          (a)  Indemnification.  The  Company (the "Indemnifying  Party") hereby
     agrees to indemnify and hold harmless the members  of the Committee and any
     Administrator  designated by  the  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  such  Indemnified  Party  in
     connection  with the  administration of this  Plan (including  any  act  or
     omission constituting negligence on the part of such Indemnified Party, but
     excluding  any act or omission  constituting  gross  negligence  or willful
     misconduct on the  part of such  Indemnified Party), and will 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.

          (b)  Actions.  Promptly  after  receipt by the Indemnified Party under
     Section  3.02(a) herein  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 Section
     3.02(a), the Indemnified Party shall, if a claim with respect thereto is to
     be made  against the  Indemnifying Party  under such  Section,  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  Section  3.02(a) 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

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     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.

                                       6


                                   ARTICLE IV
                              DEFERRED COMPENSATION

     Section  4.01.  Initial  Elections  by  Participants.  Any  Director of the
Company  may at any time elect to  participate  in the Plan and to have all,  or
such percentage as he may specify, of the Compensation  otherwise payable to him
as a Director  deferred and paid to him after his Deferral  Termination  Date at
the time and in the manner  prescribed  in Section  5.02 or Section  6.05.  Such
election shall be made by notice in writing  delivered to the  Administrator and
shall be applicable  only with respect to  Compensation  earned after the end of
the Fiscal  Quarter in which such  election  is made and prior to the earlier of
the effective date of a further election pursuant to Section 4.02 herein or such
Participant's  Deferral  Termination  Date.  At the time of making such  initial
election  hereunder,  a Director  shall  specify  the  portion,  if any, of such
Deferred  Compensation  which will be (i) held subject to the  interest  payment
provisions  of ARTICLE V hereof or (ii)  translated  into Stock  Equivalents  in
accordance with ARTICLE VI hereof.

     Section  4.02.  Subsequent  Elections by  Participants.  Subsequent  to the
initial  election by a  Participant  provided for in Section 4.01, a Participant
may at any time  make a  subsequent  election  in like  manner  to  increase  or
decrease the percentage of his Compensation to be deferred  pursuant to the Plan
and to elect the portion of such Deferred  Compensation and any Plan Earnings to
be (i) held subject to the interest  payment  provisions  of ARTICLE V hereof or
(ii) translated into Stock Equivalents in accordance with ARTICLE VI hereof. Any
such  election  shall be  effective  as of the first day of the  Fiscal  Quarter
following  the Fiscal  Quarter in which such  election is made.  Notwithstanding
anything to the contrary  herein,  no such  subsequent  election  shall effect a
transfer of any amount credited,  as of the first day of such Fiscal Quarter, to
either the Deferred  Compensation  Account or the Stock Equivalents Account from
such account to the other account.

     Section 4.03.  Establishment  of Deferred  Compensation  Accounts and Stock
Equivalents Accounts. There shall be established for each Participant an account
to be designated as such Participant's  Deferred Compensation Account and, where
appropriate, an account to be designated as such Participant's Stock Equivalents
Account.

     Section 4.04.  Allocations to Accounts.  Any Deferred  Compensation and any
Plan Earnings earned by a Participant  during a Fiscal Quarter shall be credited
to the Deferred  Compensation  Account of such  Participant on the date any such
amount is earned. As of the end of such Fiscal Quarter,  there shall be deducted
from such  Participant's  Deferred  Compensation  Account an amount necessary to
satisfy such  Participant's  specification,  if any, pursuant to Section 4.01 or
4.02 herein,  of the portion of such Deferred  Compensation and Plan Earnings to
be allocated to such Participant's  Stock Equivalents Account in accordance with
Section 6.01 herein.

                                       7


                                    ARTICLE V
                    DEFERRED COMPENSATION SUBJECT TO INTEREST

     Section 5.01. Interest on Deferred  Compensation  Accounts. A Participant's
Deferred  Compensation  Account  shall be  credited as of the end of each Fiscal
Quarter  with an amount  equivalent  to interest  for the number of days in such
quarter (based on a fiscal year of 365 days) at Citibank,  N.A.'s prime rate for
major  corporate  borrowers  in effect on the first day of such  Fiscal  Quarter
applied to the balance of such account at the beginning of such Fiscal  Quarter.
(No amount credited to a Participant's  Deferred Compensation Account subsequent
to the  beginning of a Fiscal  Quarter  shall bear  interest  during that Fiscal
Quarter.)  Interest credited to a Participant's  Deferred  Compensation  Account
shall be held in such account subject to the provisions of Section 4.04 herein.

     Section 5.02.  Distribution of Deferred  Compensation  Accounts  Subject to
Interest.  When a  Participant's  Deferral  Termination  Date shall  occur,  the
balance standing in such Participant's  Deferred Compensation Account at the end
of the Fiscal  Quarter  in which  such date  occurs  (after  crediting  interest
thereto in  accordance  with Section 5.01 herein) shall be  distributed  to such
Participant  in one of the  following  alternative  forms,  as determined by the
Committee in its sole discretion:

          (a)  a single lump-sum payment;

          (b)  five equal annual installments; or

          (c)  ten equal annual installments.

     Until  payment is made,  interest  shall  continue  to accrue in the manner
provided in Section 5.01.  All Plan  Earnings  accrued to the date of payment of
any  lump-sum  or  annual  installment  shall be paid in  conjunction  with such
payment.  The  lump-sum  payment  or the  initial  annual  installment  shall be
distributed  on the last business day of January next following the close of the
calendar year in which the Participant's  Deferral  Termination Date occurs. The
remaining  installments,  if any,  shall  be  distributed  at  annual  intervals
thereafter.

     If a Participant's  Deferral  Termination Date shall occur by reason of his
death or if he shall die  after  his  Deferral  Termination  Date,  but prior to
receipt  of  all   distributions   provided  for  in  this  Section,   all  cash
distributable hereunder shall be distributed in a lump sum to such Participant's
estate or personal representative as soon as administratively feasible following
such Participant's death.

                                       8


                                   ARTICLE VI
                                STOCK EQUIVALENTS

     Section 6.01. Stock Equivalents Accounts.  The number of Stock Equivalents,
or  fractions  thereof,  to be credited  to a  Participant's  Stock  Equivalents
Account in  accordance  with  Section 4.04 shall be  determined  by dividing the
amount of  Deferred  Compensation  and Plan  Earnings  to be  allocated  to such
account pursuant to the  Participant's  specifications  given in accordance with
Article IV by the Market Price of the Company's common stock on the last trading
day of the  Fiscal  Quarter  specified  in  Section  4.04.  The  number of Stock
Equivalents,  so determined,  shall be credited to the Stock Equivalents Account
established for the Participant.

     Section 6.02. Cash and Property Dividend Credits.  Additional credits shall
be made to a Participant's  Deferred  Compensation Account throughout the period
of such  Participant's  participation  in the  Plan,  and  thereafter  until all
distributions to which the Participant is entitled under Section 6.05 or ARTICLE
VIII shall have been made, in amounts  equal to the Plan Earnings  consisting of
the cash or fair market  value of any  dividends or  distributions  declared and
made with  respect to the  Company's  common stock  payable in cash,  securities
issued by the Company  (other than the Company's  common stock but including any
such securities  convertible  into the Company's common stock) or other property
which the  Participant  would  have  received  from time to time had he been the
owner on the record  dates for the  payment of such  dividends  of the number of
shares of the Company's common stock equal to the number of Stock Equivalents in
his Stock Equivalents  Account on such dates. Each such credit shall be effected
as of the payment date for such dividend or distribution.  Each and every amount
so credited to a Participant's  Deferred  Compensation  Account shall be held in
such account subject to the provisions of Section 4.04 herein.

     Section 6.03. Stock Dividend Credits. Additional credits shall be made to a
Participant's   Stock   Equivalents   Account   throughout  the  period  of  his
participation in the Plan, and thereafter  until all  distributions to which the
Participant is entitled under Section 6.05 or ARTICLE VIII shall have been made,
of a number  of Stock  Equivalents  equal to the  number  of  shares  (including
fractional  shares) of the Company's common stock to which the Participant would
have  been  entitled  from  time to time as  common  stock  dividends  had  such
Participant  been the owner on the record  dates for the  payments of such stock
dividends  of the number of shares of the  Company's  common  stock equal to the
number of Stock Equivalents  credited to his Stock  Equivalents  Account on such
dates.  Such  additional  credits  shall be effected as of the end of the Fiscal
Quarter in which payment of such stock dividend is made.

     Section 6.04.  Recapitalization.  If, as a result of a split or combination
of  the  Company's  outstanding  common  stock  or  other   recapitalization  or
reorganization,  the number of shares of the Company's  outstanding common stock
is  increased  or  decreased  or all or a portion of the  Company's  outstanding
common stock is exchanged for or converted into other  securities  issued by the
Company (including without limitation securities  convertible into the Company's
common stock) or other property,  the number of Stock Equivalents  credited to a
Participant's   Stock  Equivalents  Account  shall,  to  the  extent  reasonably
practicable,  be equitably adjusted to give effect to such  recapitalization  or
reorganization  (taking into account the fair market value of any  securities or
other property for which the Company's  common stock was exchanged or into which
it was  converted)  as if the  Participant  had owned of record on the effective

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date of such  recapitalization  or  reorganization  a number  of  shares  of the
Company's common stock equal to the number of Stock Equivalents  credited to his
Stock Equivalents Account immediately prior thereto. To the extent that any such
adjustment  is not  reasonably  practicable,  the Board of Directors  shall give
consideration  to  amending  the Plan  pursuant  to  ARTICLE IX in order to give
effect to the purpose of the Plan and, if no such  amendments can be effected or
are considered desirable, to terminating the Plan pursuant to ARTICLE VIII.

     Section   6.05.   Distributions   from  Stock   Equivalent   Account  After
Participant's   Deferral   Termination  Date.  When  a  Participant's   Deferral
Termination  Date shall occur,  the Company  shall become  obligated to make the
distributions  prescribed  in paragraphs  (a) and (b) below.  At the time of any
distribution,  each Stock  Equivalent to be distributed  shall be converted into
one share of the Company's  common stock and such share shall be  distributed to
the Participant.  Any fraction of a Stock Equivalent to be distributed  shall be
converted  into an amount in cash equal to the Market  Price of one share of the
Company's   common  stock  on  the  trading  day  next  preceding  the  date  of
distribution  multiplied by such fraction and such cash shall be  distributed to
the Participant.

          (a)  Distribution  shall be  made in one of the following  alternative
     forms, as determined by the Committee in its sole discretion:

               (i)    a single lump-sum distribution;

               (ii)   five equal annual installments; or

               (iii)  ten equal annual installments.

     Until payment is made, Plan Earnings  shall  continue to be credited in the
     manner  provided in Section 6.02. All Plan Earnings  accrued to the date of
     any  lump-sum   distribution  or  annual  installment   shall  be  paid  in
     conjunction  with  such  payment.  The  lump-sum  or  the  initial   annual
     installment shall be distributed  on the last  business day of January next
     following  the  close  of  the  calendar  year  in  which the Participant's
     Deferral  Termination  Date  occurs.  The remaining  installments,  if any,
     shall be distributed at annual intervals thereafter.

          (b)  If a  Participant's Deferral  Termination  Date  shall  occur  by
     reason of his death or if he shall die after his Deferral  Termination Date
     but prior to receipt of all distributions provided for in this Section, all
     Stock  Equivalents,  or   the  undistributed   balance  thereof,  shall  be
     distributed to such Participant's estate or personal representative as soon
     as administratively feasible following such Participant's death.

                                       10


                                   ARTICLE VII
                                 NATURE OF PLAN

     The  adoption of this Plan and any setting  aside of amounts by the Company
with which to discharge its obligations  hereunder shall not be deemed to create
a trust. Legal and equitable title to any funds so set aside shall remain in the
Company, 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 Company,  present and future.  This
provision shall not require the Company to set aside any funds,  but the Company
may set aside such funds if it chooses to do so.

                                       11


                                  ARTICLE VIII
                             TERMINATION OF THE PLAN

     The Board of Directors may terminate the Plan at any time. Upon termination
of the Plan,  distributions  in respect of  credits  to  Participants'  Deferred
Compensation  Accounts  and  Stock  Equivalents  Accounts  as  of  the  date  of
termination  shall be made in the manner and at the time  prescribed  in Section
5.02 or 6.05;  provided,  however,  that the Board of  Directors  shall have the
right, by amendment of the Plan made in conjunction  with such  termination,  to
cause distributions in respect of credits to Participants' Deferred Compensation
Accounts  and  Stock  Equivalents  Accounts  as of the  effective  date  of such
termination  of the Plan to be made at such  time and in such  manner  as it may
determine,  including,  but  not  limited  to,  distributions  in  equal  annual
installments  of five or ten years or in a lump sum; and further  provided  that
the  value of the  accounts  on  distribution  shall be  determined  in a manner
consistent with the provisions of Section 5.02 and 6.05, as applicable.

                                       12


                                   ARTICLE IX
                              AMENDMENT OF THE PLAN

     The Board of Directors may,  without the consent of  Participants  or their
beneficiaries,  amend  the Plan at any time  and  from  time to time;  provided,
however, that no amendment may deprive a Participant of the amounts allocated to
his or her  Deferred  Compensation  Account or Stock  Equivalents  Account or be
retroactive in effect to the prejudice of any Participant.

                                       13


                                    ARTICLE X
                               GENERAL PROVISIONS

     Section 10.01. No Preference. No Participant shall have any preference over
the general creditors of the Company in the event of the Company's insolvency.

     Section 10.02. Authorized Payments.

          (a)  If the  Committee receives evidence  satisfactory to it  that any
     person entitled to receive a periodic 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 Committee  may direct  that  such  periodic
     payment  or  portion 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.

          (b)  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 hands.

          (c)  Notwithstanding  any other provisions of the Plan, if any amounts
     payable  under the Plan  are found in a "determination" (within the meaning
     of Section  1313(a) of the  Internal Revenue  Code of  1986) to  have  been
     includible in  gross income  of a  Participant  prior to  payment  of  such
     amounts hereunder, such amounts  shall be paid to such Participant  as soon
     as  practicable after the Committee  is advised of such  determination. For
     purposes  of this paragraph, the  Committee shall be entitled to rely on an
     affidavit  by a  Participant and a  copy of the determination to the effect
     that a determination described in the preceding sentence has occurred.

     Section  10.03.  Gender  Words.  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.

     Section 10.04. Assignment of Benefits. Benefits provided under the Plan may
not be assigned or alienated, either voluntarily or involuntarily, other than by
will or the applicable laws of descent and distribution.

     Section  10.05.  Conflicts  of Laws.  THE LAWS OF THE STATE OF TEXAS  SHALL
CONTROL THE INTERPRETATION AND PERFORMANCE OF THE TERMS OF THE PLAN. THE PLAN IS
NOT INTENDED TO QUALIFY  UNDER  SECTION  401(a) OF THE INTERNAL  REVENUE CODE OF
1986, AS AMENDED,  OR TO COMPLY WITH THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED.

                                       14


                                   ARTICLE XI
                                 EFFECTIVE DATE

     This  amendment  and  restatement  of the  Plan  shall be  effective  as of
February 1, 2001,  and shall  continue in force during  subsequent  years unless
amended or revoked by action of the Board of Directors.

                                       HALLIBURTON COMPANY



                                       By
                                           ---------------------------------

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