Senior Executives' Deferred Compensation Plan - Halliburton Co.


                               HALLIBURTON COMPANY

                               SENIOR EXECUTIVES'

                           DEFERRED COMPENSATION PLAN

                             AS AMENDED AND RESTATED

                            EFFECTIVE January 1, 1995












                                TABLE OF CONTENTS


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

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

ARTICLE III:  ADMINISTRATION OF THE PLAN,
                      PARTICIPATION IN THE PLAN AND
                      SELECTION FOR AWARDS..........................      III-1

ARTICLE IV:   ALLOCATIONS UNDER THE PLAN............................       IV-1

ARTICLE V:    NON-ASSIGNABILITY OF AWARDS...........................        V-1

ARTICLE VI:   VESTING...............................................       VI-1

ARTICLE VII:  DISTRIBUTION OF AWARDS................................      VII-1

ARTICLE VIII: NATURE OF PLAN........................................     VIII-1

ARTICLE IX:   FUNDING OF OBLIGATION.................................       IX-1

ARTICLE X:    AMENDMENT OR TERMINATION OF PLAN......................        X-1

ARTICLE XI:   GENERAL PROVISIONS....................................       XI-1

ARTICLE XII:  EFFECTIVE DATE........................................      XII-1



                                       (i)





                               HALLIBURTON COMPANY

                               SENIOR EXECUTIVES'

                           DEFERRED COMPENSATION PLAN


         The  Board of  Directors  of  Halliburton  Company,  having  heretofore
established the Halliburton  Company Senior  Executives'  Deferred  Compensation
Plan,  pursuant to the provisions of ARTICLE IX of said Plan,  hereby amends and
restates said Plan 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  Senior  Executives'  Deferred
Compensation  Plan is to promote  growth of the Company,  provide an  additional
means of attracting  and holding  qualified,  competent  executives  and provide
supplemental retirement benefits for the Participants.


                                       I-1





                                   ARTICLE II

                                   Definitions

         (A)  'Account(s)'  shall  mean a  Participant's  Deferred  Compensation
Account, ERISA Restoration Account, and/or Mandatory Deferral Account, including
amounts credited thereto.

         (B) 'Administrative  Committee' shall mean the administrative committee
appointed by the Compensation Committee to administer the Plan.

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

         (D)  'Board of  Directors'  shall  mean the Board of  Directors  of the
Company.

         (E) 'Code' shall mean the Internal Revenue Code of 1986, as amended.

         (F) 'Compensation  Committee' shall mean the Compensation  Committee of
the Board of Directors.

         (G) 'Company' shall mean Halliburton Company.

         (H) 'Deferred  Compensation  Account' shall mean 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, Paragraph (E).

         (I) 'Employee' shall mean any senior executive, including an officer of
an Employer (whether or not he is also a director  thereof),  who is employed by
an Employer on a full-time  basis,  who is compensated  for such employment by a
regular salary, and who, in the opinion of the Compensation Committee, is one of
the key personnel of an Employer in a position to  contribute  materially to its
continued growth and development and to its future financial success,  or who in
the past has  contributed  materially to its growth,  development  and financial
success.  The term does not include  independent  contractors or persons who are
retained by an Employer as consultants only.

         (J) 'Employer' shall mean the Company and any Subsidiary  designated as
an Employer in accordance with the provisions of Article III of the Plan.

         (K) 'ERISA  Restoration  Account' shall mean 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,  Paragraph  (G).  Such Account  shall include  amounts
allocated to a Participant's 'Excess Benefit Account' prior to January 1, 1995.



                                      II-1





         (L) 'Mandatory  Deferral Account' shall mean 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, Paragraph (H).

         (M)  'Participant'  shall mean an Employee  who is  allocated  deferred
compensation hereunder.

         (N)  'Plan'  shall  mean the  Halliburton  Company  Senior  Executives'
Deferred  Compensation Plan, as amended and restated January 1, 1995, and as the
same may thereafter be amended from time to time.

         (O) 'Subsidiary' shall mean 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 or both.

         (P)  'Termination of Service' shall mean severance from employment with
an Employer for any reason other than a transfer between Employers.

         (Q) 'Trust' shall mean any trust created  pursuant to the provisions of
Article IX.

         (R) 'Trust Agreement' shall mean the agreement establishing the Trust.

         (S) 'Trustee' shall mean the trustee of the Trust.

         (T) 'Trust  Fund' shall mean  assets  under the Trust as may exist from
time to time.



                                      II-2





                                   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 wilful 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.

         (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

                                      III-1





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 under the Plan or to
vote in any case in which his  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 is
disqualified.



                                      III-2





                                   ARTICLE IV

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

         (A) Only Employees  shall be eligible to be  Participants  in the Plan.
The  Compensation  Committee shall be the sole judge of who shall be eligible to
be a Participant  for any Allocation  Year. The selection of an Employee to be a
Participant  for  a  particular  Allocation  Year  shall  not  constitute  him a
Participant  for  another  Allocation  Year  unless  he  is  selected  to  be  a
Participant for such other Allocation Year by the Compensation Committee.

         (B) Each Allocation Year the Compensation  Committee shall, in its sole
discretion,  determine  what amounts  shall be available  for  allocation to the
Accounts of the Participants pursuant to Paragraph (E) below.

         (C) No award shall be made to any person while he is a voting member of
the Compensation Committee.

         (D) The  Compensation  Committee from time to time may adopt,  amend or
revoke such  regulations and rules as it may deem advisable for its own purposes
to guide in determining  which of the Employees it shall deem to be Participants
for a particular Allocation Year and the method and manner of payment thereof to
the Participants.

         (E) The Compensation Committee,  during the Allocation Year involved or
during the next  succeeding  Allocation  Year,  shall  determine  which eligible
Employees it shall  designate as  Participants  for such Allocation Year and the
amounts  allocated to each  Participant for such Allocation  Year. In making its
determination,  the  Compensation  Committee  shall consider such factors as the
Compensation   Committee  may  in  its  sole  discretion   deem  material.   The
Compensation  Committee,  in its sole discretion,  may notify an Employee at any
time during a particular Allocation Year or in the Allocation Year following the
Allocation  Year for  which the  award is made  that he has been  selected  as a
Participant  for all or part of such  Allocation  Year,  and may  determine  and
notify him of the amount  which shall be  allocated  to him for such  Allocation
Year. The decision of the Compensation  Committee in selecting an Employee to be
a Participant or in making any allocation to him shall be final and  conclusive,
and  nothing  herein  shall  be  deemed  to  give  any  Employee  or  his  legal
representatives  or assigns any right to be a  Participant  for such  Allocation
Year or to be allocated any amount  except to the extent of the amount,  if any,
allocated to a Participant  for a particular  Allocation  Year, but at all times
subject to the provisions of the Plan.

         (F) An Employee whose Service is Terminated  during the Allocation Year
and who, on the date of Termination of Service, was eligible to be a Participant
may be selected as a Participant  for such part of the Allocation  Year prior to
his  Termination  and be granted such award with respect to his services  during
such part of the  Allocation  Year as the  Compensation  Committee,  in its sole
discretion and under any rules it may promulgate, may determine.

                                      IV-1





         (G) The  Administrative  Committee  shall determine for each Allocation
Year which Participants'  allocations of Employer  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,  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.

         (H) The Compensation Committee shall determine for each Allocation Year
whether  any  remuneration  payable to  Participants  by the  Employers  will be
treated as excessive employee  remuneration within the meaning of Section 162(m)
of the Code for such Allocation Year, and, rather than paying any such excessive
remuneration  to such  Participants,  shall  allocate to the credit of each such
Participant  under  the  Plan an  amount  equal  to the  amount  of such  excess
remuneration applicable to such Participant.

         (I)  Allocations  to  Participants  under  the  Plan  shall  be made by
crediting  their  respective  Accounts on the books of their Employers as of the
last day of the Allocation Year.  Allocations under Paragraph (E) above shall be
credited to the Participants' Deferred Compensation Accounts,  allocations under
Paragraph  (G) above shall be credited to the  Participants'  ERISA  Restoration
Accounts  and  allocations  under  Paragraph  (H)  above  shall be  credited  to
Participants' Mandatory Deferral Account. 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 (J) 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.

         (J) Interest  shall be credited on amounts  allocated to  Participants'
Deferred  Compensation Accounts at the rate of 5% per annum for periods prior to
Termination  of Service.  Interest  shall be credited  on amounts  allocated  to
Participants' ERISA Restoration Accounts and Mandatory Deferral Accounts, and on
amounts allocated to Participants'  Deferred  Compensation  Accounts for periods
subsequent to Termination of Service, at the rate of 10% per annum.



                                      IV-2





                                    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 this Article  shall  prevent  transfer by will or by the  applicable  laws of
descent and distribution. Attempts to transfer or assign by a Participant 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.


                                       V-1





                                   ARTICLE VI

                                     Vesting

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



                                      VI-1





                                   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 each of the  Participant's  Accounts on the
books of each Employer for which the  Participant was employed at a time when he
earned an award  hereunder,  (ii) shall  determine  whether  the  payment of the
amount  credited to each of the  Participant's  Accounts 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  each  of a
Participant's Accounts,  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
Accounts 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
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 tables 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 under the Plan have been paid to him, 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


                                      VII-1






awards  then  standing  to his  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 estate as it deems pertinent.

         (E) If the Plan is terminated pursuant to the provisions of Article XI,
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.



                                      VII-2





                                  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.



                                     VIII-1





                                   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.



                                      IX-1





                                    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 Accounts 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.



                                       X-1





                                   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 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  reused
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.



                                      XI-1




                                   ARTICLE XII

                                 Effective Date

         This amendment and  restatement of the Plan shall be effective from and
after  January 1, 1995,  except that the addition of Article IV,  Paragraph  (H)
shall be effective for the 1994  Allocation  Year,  and shall  continue in force
during  subsequent years unless amended or revoked by action of the Compensation
Committee.



                                                   HALLIBURTON COMPANY



                                                   By /s/ Thomas H. Cruikshank
                                                      Thomas H. Cruikshank
                                                      Chairman of the Board and
                                                        Chief Executive Officer


























                                      XII-1