Retirement Plan for Directors - Halliburton Co.


                                 RETIREMENT PLAN

                              FOR THE DIRECTORS OF

                               HALLIBURTON COMPANY









                             -----------------------







                             As Amended and Restated

                             Effective May 16, 2000



                                    PREAMBLE

         Effective January 1, 1990,  Halliburton Company, a Delaware corporation
(the   "Company"),   established  the  Retirement  Plan  for  the  Directors  of
Halliburton  Company (the "Plan"), to help attract and continue to retain highly
qualified  Directors for the Company and to provide  Directors  with  retirement
income in recognition of services  performed for the Company.  The Plan has been
amended,  and the  Company  desires  to restate  the Plan to  include  all prior
amendments. Therefore, the Plan is hereby restated to read as follows, effective
as of May 16, 2000:

                                    ARTICLE I
                                   DEFINITIONS

         Each of the  following  terms  shall have the meaning set forth in this
Article I for purposes of the Plan and any amendments thereto:

1.1      Accrued  Retirement  Benefit:  The  total amount of  future  Retirement
         Benefit  which has been  earned by a Participant under  the Plan at any
         point in time.

1.2      Administrator:  The  person  or  persons  appointed  by  the  Board  to
         administer the Plan.

1.3      Affiliate: Any person or entity who or which controls, is controlled by
         or is under  common  control  with the  Company.  For  purposes of this
         definition,  the  terms  "control"  and  "controlled  by" as used  with
         respect to the Company or any person or entity  shall mean  possession,
         directly or  indirectly,  of the power to direct or cause the direction
         of the management and policies of the Company or such person or entity,
         whether  through the ownership of an equity  interest in the Company or
         such person or entity, by contract or otherwise.

1.4      Benefit Commencement Date: The date, determined under  Article III,  as
         of which a  Participant begins to receive payment of benefits under the
         Plan.

1.5      Board:  The Board of Directors of the Company.

1.6      Company:  Halliburton Company.

1.7      Competitor:   A  company,   corporation,   enterprise,   firm,  limited
         partnership,  partnership,  person,  sole  proprietorship  or any other
         business  entity  determined by the Board in its sole  discretion to be
         competitive  with the business of the Company,  its Subsidiaries or its
         Affiliates.

1.8      Directors:  An individual,  elected to the Board by the stockholders of
         the  Company or by the Board under  applicable  corporate  law,  who is
         serving on the Board on the  Effective  Date or is elected to the Board
         after the Effective Date.

1.9      Effective Date:  January 1, 1990.



1.10     Eligible Director:  Each  Director of  the Company,  except current and
         former employees of the Company, its Subsidiaries or its Affiliates and
         Directors newly elected to the Board on or after May 16, 2000.

1.11     Last Annual Retainer:  The annual retainer  for Directors which  is  in
         effect on a Participant's Termination Date.

1.12     Participant:   An  Eligible  Director   who  has  commenced,   but  not
         terminated, participation in the Plan as provided in Article II.

1.13     Plan:  Retirement Plan for Directors of Halliburton Company.

1.14     Plan Year:  The period  of time between  successive annual  meetings of
         the stockholders of the Company.

1.15     Subsidiary:  At any  given  time,  any  other  corporation  of which an
         aggregate  of 80% or more of the  outstanding  voting stock is owned of
         record or beneficially,  directly or indirectly,  by the Company or any
         other of its Subsidiaries.

1.16     Retirement Benefit:  The annual retirement benefit specified in Article
         III, subject to the provisions of Article IV.

1.17     Retirement Benefit Payment Period:  The period specified in Article III
         over which a Retirement Benefit is to be paid under the Plan.

1.18     Termination  Date:  The date on which  occurs  the end of a  Director's
         service  to  the  Company  as a  Director  by  reason  of  his  or  her
         retirement,   declination  to  stand  for   re-election,   resignation,
         disability,  removal,  death or other  event  that  has the  effect  of
         terminating his or her service to the Company.

1.19     Trust:  Any trust created pursuant to the provisions of Article VIII.

1.20     Trust Agreement:  The agreement establishing the Trust.

1.21     Trustee:  The person  or persons or  entity  named from time to time as
         trustee in the Trust Agreement and his, their or its successors.

1.22     Trust Fund:  The  assets held under  the Trust as  they  may exist from
         time to time.

1.23     Years of  Service:  An  individual's  service as an  Eligible  Director
         commencing on the effective  date of his or her election as an Eligible
         Director and ending with his or her Termination Date. A Year of Service
         is equal to a Plan Year.  A partial  Year of Service is equal to a Year
         of Service.

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                                   ARTICLE II
                                  PARTICIPATION

2.1      Admission as a Participant

         An Eligible  Director  shall become a  Participant  on the later of the
         date on  which  he or she  completes  three  Years  of  Service  or the
         Effective  Date. The preceding  sentence  notwithstanding,  no Director
         newly  elected  to the Board on or after May 16,  2000  shall  become a
         Participant.

2.2      Termination of Participation

         A  Participant  shall  cease to be such upon the  earlier of his or her
         death  or the  completion  of his or  her  Retirement  Benefit  Payment
         Period. In addition, a Participant in the Plan on May 16, 2000 shall be
         given a one-time  election,  at the time and in the form  determined by
         the  Administrator,  to  receive,  in  lieu of his  Accrued  Retirement
         Benefit and any future benefit under the Plan, a grant,  at the time of
         such  election,  of an option to purchase 5,000 shares of the Company's
         common stock under the  Halliburton  Company  1993 Stock and  Long-Term
         Incentive  Plan at an option  price equal to the fair  market  value of
         such  common  stock on the date of the grant,  and the right to receive
         the same number of future  annual stock option grants as a Director who
         is not eligible to participate in the Plan. Any  Participant  who makes
         such election  shall cease to be a  Participant  as of the date of such
         election and shall be entitled to no benefits from the Plan.

                                  ARTICLE III
                               RETIREMENT BENEFITS

3.1      Retirement Benefit

         Following his or her  Termination  Date,  subject to the  provisions of
         Article  IV, a  Participant  shall be  entitled  to  receive  an annual
         Retirement Benefit equal to his or her Last Annual Retainer  commencing
         on his or her  Benefit  Commencement  Date  payable in each year of the
         Retirement Benefit Payment Period.

3.2      Retirement Benefit Payment Period

         The Retirement  Benefit  Payment Period shall be a period of time equal
         to the greater of five years or the number of Years of Service  which a
         Participant  shall  have  completed  at his or  her  Termination  Date,
         subject to the provisions of Article V.

3.3      Form of Payment and Benefit Commencement Date

         The Benefit  Commencement  Date shall be the first day of the  calendar
         quarter   coincident   with  or  next   succeeding  the  later  of  the
         Participant's  Termination  Date  or  attainment  of 65  years  of age,
         provided,  however,  if the Participant's  Termination Date occurs as a
         result of the death of the Participant,  the Benefit  Commencement Date
         shall be the first day of the calendar quarter  coincident with or next

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         succeeding the date of the Participant's  death.  Annual payments shall
         be made to a Participant  beginning on his or her Benefit  Commencement
         Date.

3.4      Rules for Crediting Years of Service for Determining Retirement Benefit
         Payment Period

         All Years of Service,  including those completed prior to the Effective
         Date,  shall be credited for purposes of  determining  a  Participant's
         Retirement Benefit Payment Period under Section 3.2.

3.5      Suspension of Payments on Resumption of Service as a Director

         3.5.1    If  payment  of  a  Participant's   benefits   hereunder  have
                  commenced,  such payments  shall be suspended on the effective
                  date of the Participant's re-election to the Board.

         3.5.2    The  Retirement  Benefit  payable  upon resumption  of benefit
                  payments  shall  be  equal  to  the  Participant's  Retirement
                  Benefit  as  of  the  date  of  the  Participant's  subsequent
                  Termination  Date  giving  effect  to  (i) such  Participant's
                  additional   Years  of   Service   as  a   Director  following
                  re-election  to  the  Board  and (ii)  the  period  for  which
                  Retirement  Benefits were  paid  prior  to such  Participant's
                  re-election  to the  Board.  Such  Retirement Benefit shall be
                  based  on  all  Years of  Service,  calculated  in  accordance
                  with the preceding  sentence of this  Section  and on the Last
                  Annual  Retainer in  effect on  the Participant's most  recent
                  Termination Date.

         3.5.3    For  purposes  of  Sections  2.1,  3.1 and 3.2,  all  Years of
                  Service,  including  those prior to any  Benefit  Commencement
                  Date,   shall  be  credited   to  an   Eligible   Director  or
                  Participant, as the case may be.

                                   ARTICLE IV
                         RETIREMENT BENEFIT FORFEITURES

         Any  portion of the Accrued  Retirement  Benefit of a  Participant  not
previously  paid shall be forfeited upon a  determination  by the Board,  in its
sole discretion,  that a Participant has, after the Effective Date,  without the
consent of the Board:

         (a)      joined   the  board   of  directors   of,  managed,  operated,
         participated in a material  way in, entered employment with,  performed
         consulting (or any other) services for, or otherwise  been connected in
         any material manner with a Competitor;

         (b)      directly  or indirectly  acquired an  equity interest  of five
         percent or greater in a competitor; or

         (c)      disclosed  any  material  trade  secrets  or  other   material
         confidential information,  including  customer lists,  relating  to the
         Company  or to the  business of  the  Company to  others,  including  a
         Competitor.

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                                   ARTICLE V
                                 DEATH BENEFITS

         Upon  the  death  of  a  Participant,  whether  before  or  after  such
Participant's  Benefit  Commencement  Date, all  theretofore  unpaid benefits to
which he would  otherwise  have been  entitled  hereunder  shall be paid to such
Participant's  surviving spouse in accordance with the provisions of Article III
hereof.  Should a  Participant  die  leaving  no  surviving  spouse  or upon the
subsequent  death of a surviving  spouse,  any  Retirement  Benefit  which would
otherwise  be  payable  hereunder  shall  lapse and the  Company  shall  have no
obligation to pay any sums to the  Participant's or the  Participant's  spouses'
heirs  at  law  or  beneficiaries  or  under  a will  or to  the  estate  of the
Participant or the Participant's spouse.

                                   ARTICLE VI
                           ADMINISTRATION OF THE PLAN

6.1      Administrator

         The Board of Directors shall appoint an Administrator to administer the
         Plan. Such Administrator or such successor Administrator as may be duly
         appointed by the Board of Directors  shall serve at the pleasure of the
         Board. The  Administrator  shall maintain complete and adequate records
         pertaining  to the Plan,  including  but not  limited to  Participants'
         Accrued Retirement Benefits,  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.

6.2      Indemnity

         The Company (the  "Indemnifying  Party") hereby agrees to indemnify and
         hold harmless the Administrator  (the "Indemnified  Party") against any
         losses,  claims,  damages or liabilities to which the Indemnified Party
         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 (other than any act or omission of such
         Indemnified Party constituting gross negligence or willful misconduct),
         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. Promptly after receipt by the Indemnified Party 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  hereunder,  the  Indemnified
         Party shall,  if a claim with respect thereto is to be made against the
         Indemnifying Party hereunder,  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

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         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  hereunder  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.

                                  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.

                                  ARTICLE VIII
                              FUNDING OF OBLIGATION

8.1      Funding

         Article VII above to the contrary notwithstanding, the Company may fund
         all or part of its  obligation  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 the
         Company's  general  unsecured  creditors in the event of the  Company's
         insolvency  and provide  that no  Participant  shall at any time have a
         prior claim to such assets. The assets of the Trust shall not be deemed
         to be assets of this Plan.

8.2      Source of Payment

         If a Trust is  created  hereunder  the  Administrator  shall  determine
         whether any payment to be made to a Participant under the provisions of
         the Plan is to be made directly by the Company,  from the Trust Fund or
         by a combination of such sources except to the extent the provisions of
         the Trust Agreement specify payment from the Trust Fund. The Plan shall
         be  deemed  to  authorize  any  payment  of  a  Participant's   Accrued
         Retirement  Benefit  from the Trust Fund to the extent such  payment is
         required by the provisions of the Trust Agreement.

                                   ARTICLE IX
                             TERMINATION OF THE PLAN

         The  Board  of  Directors  may  terminate  the Plan at any  time.  Upon
termination of the Plan, payment of Participants' Accrued Retirement Benefits as
of the  date  of  termination  shall  be  made  in the  manner  and at the  time
prescribed in Articles III, IV and V hereof,  but  Participants  shall accrue no
additional Retirement Benefits hereunder.

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                                   ARTICLE X
                              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 his or her Accrued
Retirement  Benefit  or be  retroactive  in  effect  to  the  prejudice  of  any
Participant.

                                   ARTICLE XI
                               GENERAL PROVISIONS

11.1     No Preference over Creditors

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

11.2     Incompetency of Payee

         If the Administrator  receives evidence satisfactory to him or her 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  Administrator  may
         direct  that such  payment 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.

11.3     Direct Deposit of Payments

         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.

11.4     Construction of Plan

         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.

11.5     Benefits Not Assignable

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

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11.6     Controlling Law

         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.

         EXECUTED this 7th day of September, 2000.

                                       HALLIBURTON COMPANY



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

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