Supplemental Executive Retirement Plan - Halliburton Co.


                               HALLIBURTON COMPANY

                             SUPPLEMENTAL EXECUTIVE
                                 RETIREMENT 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................... 5

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

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

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

ARTICLE IX:    FUNDING OF OBLIGATION......................... 7

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

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

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



                                       (i)



                               HALLIBURTON COMPANY

                                  SUPPLEMENTAL

                            EXECUTIVE RETIREMENT 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
Supplemental Executive Retirement 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   Supplemental   Executive
Retirement Plan is to provide  supplemental  retirement benefits to Participants
in order to  promote  growth of the  Company  and  provide  additional  means of
attracting and holding qualified competent executives.


                                   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, Paragraph
(D) and interest  credited  pursuant to the provisions of Article IV,  Paragraph
(G).

         (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: A  Senior  Executive who  is selected as a Participant
for an Allocation  Year. The  Compensation  Committee shall be the sole judge of
who shall be eligible to be a Participant for any Allocation Year. The selection
of a Senior Executive to be a Participant for a particular Allocation Year shall
not constitute him or her a Participant for another Allocation Year unless he or
she is  selected  to be a  Participant  for such  other  Allocation  Year by the
Compensation Committee.

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         (L) Plan: The Halliburton  Company  Supplemental  Executive  Retirement
Plan, as amended and restated January 1, 2001, and as the same may thereafter be
amended from time to time.

         (M) Senior Executive: An Employee who is a senior executive,  including
an  officer,  of an  Employer  (whether  or not he or  she  is  also a  director
thereto),  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.

         (N) Subsidiary: At any  given time, a company  (whether  a corporation,
partnership,  llimited  liability  company or other form of entity) in which the
Company or any other of the  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

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Party  constituting  negligence,  but  excluding  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.

         (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) 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 (D) below.

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

         (C) 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  Senior  Executives  it shall  deem to be
Participants  for a  particular  Allocation  Year and the  method  and manner of
payment thereof to the Participants.

         (D) The Compensation Committee,  during the Allocation Year involved or
during  the next  succeeding  Allocation  Year,  shall  determine  which  Senior
Executives 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 a Senior Executive 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 or she has been selected
as a Participant for all or part of such Allocation  Year, and may determine and
notify him or her of the amount which shall be allocated to such Participant for
such Allocation Year. The decision of the Compensation  Committee in selecting a
Senior  Executive to be a Participant  or in making any allocation to him or her
shall be final and  conclusive,  and nothing  herein shall be deemed to give any
Senior Executive or his or her 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.

         (E) A  Senior  Executive   whose  service  is  terminated   during  the
Allocation Year may be selected as a Participant for such part of the Allocation
Year prior to his or her  Termination  of Service and be granted such award with
respect to his or her 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.

         (F) 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. 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 (G) 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).

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         (G) Interest  shall be credited on amounts  allocated to  Participants'
Accounts at the rate of 5% per annum for periods prior to Termination of Service
and at the rate of 10% per  annum  for  periods  subsequent  to  Termination  of
Service.


                                    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 (A) by will, (B) by the applicable  laws
of 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;

                                       5


             (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 of Service; 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
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.

                                       6


                                   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.


                                    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.

                                       7


         (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.


                                   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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