Elective Deferral Plan - Halliburton Co.








                       HALLIBURTON ELECTIVE DEFERRAL PLAN






                        Effective Date: January 1, 1995











                               TABLE OF CONTENTS

ARTICLE                                                                PAGE

      I       -     Definitions and Construction.................         I-1

     II       -     Participation ...............................        II-1

    III       -     Account Credits .............................       III-1

     IV       -     Withdrawals .................................        IV-1

      V       -     Payment of Benefits .........................         V-1

     VI       -     Administration of the Plan...................        VI-1

    VII       -     Administration of Funds......................       VII-1

   VIII       -     Nature of the Plan...........................      VIII-1

     IX       -     Participating Employers .....................        IX-1

      X       -     Miscellaneous ...............................         X-1





                       HALLIBURTON ELECTIVE DEFERRAL PLAN



                             W I T N E S S E T H :


         WHEREAS,  HALLIBURTON COMPANY, desiring to aid certain of its employees
in making more adequate provision for their retirement, has decided to adopt the
following HALLIBURTON ELECTIVE DEFERRAL PLAN (the 'Plan');

         NOW THEREFORE,  the Plan is hereby adopted as follows,  effective as of
January 1, 1995:


                                       I.

                          DEFINITIONS AND CONSTRUCTION

         1.1  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.

(1)      ACCOUNT: A memorandum bookkeeping account established on the records of
         the Employer for a Participant that is credited with amounts determined
         in  accordance  with Article III of the Plan.  As of any  determination
         date,  a  Participant's  benefit  under the Plan  shall be equal to the
         amount  credited to his Account as of such date.  A  Participant  shall
         have a 100% nonforfeitable interest in his Account at all times.

(2)      BASE SALARY: The base rate of cash compensation paid by the Employer to
         or for the  benefit of a  Participant  for  services  rendered or labor
         performed while a Participant,  including base pay a Participant  could
         have received in cash in lieu of (A) deferrals  pursuant to Section 3.1
         and  (B)  contributions  made  on  his  behalf  to any  qualified  plan
         maintained by the Employer or to any  cafeteria  plan under section 125
         of the Code maintained by the Employer.

(3)      BONUS COMPENSATION:  With  respect  to any Participant for a Plan Year,
         the amount awarded under a bonus plan maintained by the Employer.

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

(5)      COMPENSATION COMMITTEE:  The Compensation Committee of the Directors.

(6)      COMMITTEE:  The administrative committee  appointed by the Compensation
         Committee to administer the Plan.

(7)      COMPANY:  Halliburton Company.

(8)      COMPANY STOCK:  The common stock of Halliburton Company.

(9)      DIRECTORS:  The Board of Directors of the Company.

(10)     EFFECTIVE DATE:  January 1, 1995.

(11)     EMPLOYER:  The Company and each eligible organization designated as an
         Employer in accordance with the provisions of Article IX of the Plan.

(12)     PARTICIPANT:  Each  individual who has  been selected for participation
         in the Plan and who has become a Participant pursuant to Article II.

(13)     PLAN:  The Halliburton Elective  Deferral Plan, as amended from time to
         time.

(14)     PLAN YEAR:  The  twelve-consecutive  month  period commencing January 1
         of each year.

(15)     RETIREMENT:  The date the Participant is eligible for and retires under
         any  retirement  plan  maintained  by his  Employer  that meets,  or is
         intended to meet, the  qualification  requirements of section 401(a) of
         the Code.

(16)     STOCK EQUIVALENT UNIT: A measure of value equal to one share of Company
         Stock.  A Stock  Equivalent  Unit shall exist only for  purposes of the
         Plan and matters related thereto, and in no event shall any holder of a
         Stock  Equivalent  Unit have any right to receive  any actual  share of
         Company Stock by reason thereof except as specifically  provided in the
         Plan or have any right as a shareholder of the Company.

(17)     TRUST:  The trust, if any, established under the Trust Agreement.

(18)     TRUST  AGREEMENT:  The  agreement, if any,  entered  into  between  the
         Employer and the Trustee pursuant to Article VIII.

(19)     TRUST FUND:  The funds and  properties,  if  any,  held pursuant to the
         provisions  of  the  Trust Agreement, together with all income, profits
         and increments thereto.

(20)     TRUSTEE:  The  trustee  or  trustees appointed by the Committee who are
         qualified and acting under the Trust Agreement at any time.

(21)     UNFORESEEABLE EMERGENCY: A severe financial hardship to the Participant
         resulting  from a sudden  and  unexpected  illness or  accident  of the
         Participant  or of a  dependent  (as  defined in section  152(a) of the
         Code) of the  Participant,  loss of the  Participant's  property due to
         casualty,    or   other   similar   extraordinary   and   unforeseeable
         circumstances  arising as a result of events  beyond the control of the
         Participant.

         1.2 NUMBER AND GENDER.  Wherever  appropriate herein, words used in the
singular  shall be considered to include the plural and words used in the plural
shall be  considered  to include  the  singular.  The  masculine  gender,  where
appearing in the Plan, shall be deemed to include the feminine gender.

         1.3 HEADINGS. The headings of Articles and Sections herein are included
solely for  convenience,  and if there is any conflict between such headings and
the text of the Plan, the text shall control.


                                      II.

                                 PARTICIPATION

         2.1 PARTICIPATION.  Participants in the Plan are those employees of the
Employer  (a) who are subject to the income tax laws of United  States,  (b) who
are officers or members of a select group of highly compensated employees of the
Employer, and (c) who are selected by the Committee, in its sole discretion,  as
Participants.  The Committee shall notify each Participant of his selection as a
Participant.  Subject to the  provisions  of Section  2.2, a  Participant  shall
remain  eligible to defer Base Salary  and/or Bonus  Compensation  hereunder for
each Plan Year following his initial year of participation in the Plan.

         2.2 CESSATION OF ACTIVE  PARTICIPATION.  Notwithstanding  any provision
herein to the contrary,  an individual  who has become a Participant in the Plan
shall  cease to be  entitled  to defer Base  Salary  and/or  Bonus  Compensation
hereunder  effective  as of any  date  designated  by the  Committee.  Any  such
Committee  action shall be communicated to the affected  individual prior to the
effective date of such action.


                                      III.

                                ACCOUNT CREDITS

         3.1 BASE SALARY DEFERRALS.
                  (a) Any  Participant may elect to defer receipt of an integral
percentage of from 5% to 50% of his Base Salary, in 5% increments,  for any Plan
Year;  provided,  however,  that a Participant  may elect to defer receipt of an
integral percentage of from 5% to 90% of his Base Salary, in 5% increments,  for
the Plan  Year in which he is first  eligible  to  participate  in the  Plan.  A
Participant's  election to defer  receipt of a percentage of his Base Salary for
any Plan Year shall be made on or before November 30 of the preceding Plan Year.
Notwithstanding the foregoing,  (1) a Participant's election to defer receipt of
a percentage of his Base Salary for the Plan Year  beginning on January 1, 1995,
may be made on or before  December 31, 1994, and (2) if an individual  initially
becomes  a  Participant  other  than  on the  first  day of a  Plan  Year,  such
Participant's  election to defer  receipt of a percentage of his Base Salary for
such Plan Year may be made no later than 30 days after he becomes a Participant,
but such election  shall be prospective  only. The reduction in a  Participant's
Base Salary pursuant to his election shall be effected by Base Salary reductions
as of each payroll  period  within the election  period.  Base Salary for a Plan
Year not deferred by a Participant  pursuant to this Paragraph shall be received
by such Participant in cash,  except as provided by any other plan maintained by
the  Employer.  Deferrals  of Base  Salary  under this Plan shall be made before
elective  deferrals  or  contributions  of Base  Salary  under  any  other  plan
maintained by the Employer. Base Salary deferrals made by a Participant shall be
credited to such  Participant's  Account as of the date the Base Salary deferred
would have been received by such  Participant  in cash had no deferral been made
pursuant  to this  Section.  Except  as  provided  in  Paragraph  (b),  deferral
elections for a Plan Year pursuant to this Section shall be irrevocable.

                  (b) A Participant shall be permitted to revoke his election to
defer  receipt  of his  Base  Salary  for  any  Plan  Year  in the  event  of an
Unforeseeable  Emergency, as determined by the Committee in its sole discretion.
For purposes of the Plan, the decision of the Committee  regarding the existence
or nonexistence of an  Unforeseeable  Emergency of a Participant  shall be final
and  binding.  Further,  the  Committee  shall have the  authority  to require a
Participant  to  provide  such  proof as it deems  necessary  to  establish  the
existence and significant nature of the Participant's Unforeseeable Emergency. A
Participant who is permitted to revoke his Base Salary deferral  election during
a Plan Year shall not be  permitted  to resume Base Salary  deferrals  under the
Plan until the next following Plan Year.

         3.2 BONUS  COMPENSATION  DEFERRALS.  Any Participant may elect to defer
receipt of an integral  percentage of from 5% to 90% of his Bonus  Compensation,
in 5% increments,  for any Plan Year. A Participant's  election to defer receipt
of a percentage of his Bonus  Compensation for any Plan Year shall be made on or
before  November 30 of the preceding Plan Year.  Notwithstanding  the foregoing,
(1) a  Participant's  election  to defer  receipt of a  percentage  of his Bonus
Compensation  for the Plan Year  beginning on January 1, 1995, may be made on or
before  December  31,  1994,  and  (2) if any  individual  initially  becomes  a
Participant  other  than on the first  day of a Plan  Year,  such  Participant's
election to defer  receipt of a percentage  of his Bonus  Compensation  for such
Plan Year may be made no later than 30 days after he becomes a Participant,  but
such election  shall apply only to a pro rata portion of his Bonus  Compensation
for such Plan Year based upon the number of complete  months  remaining  in such
Plan Year divided by twelve. A Participant  shall make a separate election under
this  Section  with  respect  to Bonus  Compensation  payable  in cash and Bonus
Compensation  payable in Company Stock.  Bonus  Compensation for a Plan Year not
deferred by a  Participant  pursuant to this  Section  shall be received by such
Participant  in cash or in Company Stock,  as applicable,  except as provided by
any other plan maintained by the Employer. Deferrals of Bonus Compensation under
this Plan shall be made before  elective  deferrals  or  contributions  of Bonus
Compensation under any other plan maintained by the Employer. Bonus Compensation
deferrals made by a Participant shall be credited to such Participant's  Account
as of the date the Bonus Compensation  deferred would have been received by such
Participant had no deferral been made pursuant to this Section 3.2. Deferrals of
Bonus  Compensation  payable in Company  Stock  shall be rounded to the  nearest
whole  shares of Company  Stock and credited to the  Participant's  Account as a
number of Stock  Equivalent Units equal to the number of shares of Company Stock
deferred.  Deferral  elections for a Plan Year pursuant to this Section shall be
irrevocable.

         3.3 EARNINGS CREDITS. For each Plan Year, a Participant's Account shall
be credited  semi-annually on June 30 and December 31 with an amount of earnings
based  on  the  weighted  average  balance  of  such  Account  (excluding  Stock
Equivalent Units) during the preceding six months and the Moody's corporate bond
average annual yield for long-term  investment  grade bonds during the six-month
period ended seven months prior to each  semi-annual  earnings credit date, plus
2%. (For  example,  the rate earned for the six months  ended  December 31, 1995
would be based on the  average  Moody's  rate for the six  months  ended May 31,
1995,  plus 2%.) So long as there is any balance in any  Account,  such  Account
shall  continue  to receive  earnings  credits  pursuant to this  Section.  If a
Participant's Account is credited with shares of Stock Equivalent Units pursuant
to Section 3.2, such Participant  shall be paid an amount equal to the dividends
that would have been payable if such Stock  Equivalent  Units were actual shares
of  Company  Stock at the  same  time  such  dividends  are  payable  to  actual
shareholders of the Company.

         3.4 ADJUSTMENTS TO STOCK  EQUIVALENT  UNITS. In the event of any change
in the outstanding  Company Stock by reason of any stock dividend,  stock split,
reverse stock split,  combination  of shares,  or similar  event,  the number of
credited  Stock  Equivalent  Units  shall  be  appropriately   adjusted  by  the
Committee, whose determination shall be conclusive.


                                      IV.

                                  WITHDRAWALS

         Participants  shall be permitted to make withdrawals from the Plan only
in the event of an  Unforeseeable  Emergency,  as determined by the Committee in
its sole  discretion.  No  withdrawal  shall be allowed to the extent  that such
Unforeseeable  Emergency  is or may be  relieved  (a) through  reimbursement  or
compensation by insurance or otherwise,  (b) by liquidation of the Participant's
assets,  to the extent the  liquidation  of such assets  would not itself  cause
severe financial hardship or (c) by cessation of Base Salary deferrals under the
Plan  pursuant  to  Section  3.1(b).  Further,  the  Committee  shall  permit  a
Participant to withdraw only the amount it determines,  in its sole  discretion,
to be reasonably needed to satisfy the Unforeseeable Emergency.




                                       V.

                              PAYMENT OF BENEFITS

         5.1 PAYMENT  ELECTION  GENERALLY.  In  conjunction  with each  deferral
election  made by a  Participant  pursuant to Article III for a Plan Year,  such
Participant shall elect, subject to Sections 5.4, 5.5, 5.7 and 5.8, the time and
the form of payment  with respect to such  deferral  and the  earnings  credited
thereto. Except as provided in Section 5.3, any such election regarding the time
and form of payment of a deferral and the  earnings  credited  thereto  shall be
irrevocable once made.

         5.2 TIME OF BENEFIT  PAYMENT.  With respect to each  deferral  election
made by a Participant  pursuant to Article III, such Participant  shall elect to
commence  payment of such deferral and the earnings  credited  thereto on one of
the following dates:

                  (a)      Retirement; or

                  (b) A specific  future  month and year,  but not earlier  than
         five years from the date of the  deferral  if the  Participant  has not
         attained  age  fifty-five  at the time of the deferral or one year from
         the date of the deferral if the Participant has attained age fifty-five
         at the time of the  deferral,  and not later  than the first day of the
         year in which the Participant attains age seventy.

         5.3 FORM OF BENEFIT  PAYMENT.  With respect to each  deferral  election
made by a Participant  pursuant to Article III, such Participant shall elect the
form of payment with respect to such deferral and the earnings  credited thereto
from one of the following forms:

                  (a)      A lump sum; or

                  (b)      Installment payments for a period not to exceed ten
                           years.

Installment payments shall be paid annually on the first business day of January
of each Plan Year; provided however, that not later than sixty days prior to the
date payment is to commence,  a  Participant  may elect to have his  installment
payments paid quarterly on the first business day of each calendar quarter. Each
installment  payment  shall be determined  by  multiplying  the deferral and the
earnings  credited  thereto  at the  time  of the  payment  by a  fraction,  the
numerator  of  which  is one and the  denominator  of  which  is the  number  of
remaining installment payments to be made to Participant. In the event the total
amount credited to a Participant's  Account  (including the fair market value of
Stock Equivalent Units) does not exceed $50,000,  the Committee may, in its sole
discretion, pay such amounts in a lump sum.

         5.4 TOTAL AND PERMANENT  DISABILITY.  If a Participant  becomes totally
and permanently disabled while employed by the Employer,  payment of the amounts
credited to such Participant's  Account shall commence on the first business day
of the  second  calendar  quarter  following  the  date  the  Committee  makes a
determination that the Participant is totally and permanently  disabled,  in the
form  of  payment   determined  in  accordance   with  Section  5.3.  The  above
notwithstanding,  if such Participant is already receiving  payments pursuant to
Section 5.2(b) and Section 5.3(b), such payments shall continue. For purposes of
the Plan, a Participant shall be considered totally and permanently  disabled if
the Committee  determines,  based on a written medical opinion (unless waived by
the Committee as unnecessary), that such Participant is permanently incapable of
performing his job for physical or mental reasons.

         5.5 DEATH. In the event of a Participant's death at a time when amounts
are credited to such Participant's  Account,  such amounts shall be paid to such
Participant's   designated   beneficiary   or   beneficiaries   in  five  annual
installments  commencing  as  soon  as  administratively   feasible  after  such
Participant's date of death. However, the Participant's  designated  beneficiary
or  beneficiaries  may request a lump sum payment based upon  hardship,  and the
Committee, in its sole discretion, may approve such request.

         5.6      DESIGNATION OF BENEFICIARIES.

                  (a) Each  Participant  shall have the right to  designate  the
beneficiary or  beneficiaries  to receive payment of his benefit in the event of
his death.  Each such  designation  shall be made by executing  the  beneficiary
designation form prescribed by the Committee and filing same with the Committee.
Any  such  designation  may  be  changed  at  any  time  by  execution  of a new
designation in accordance with this Section.

                  (b) If no such  designation  is on file with the  Committee at
the time of the death of the  Participant  or such  designation is not effective
for any reason as determined by the Committee,  then the designated  beneficiary
or beneficiaries to receive such benefit shall be as follows:

                           (1)      If a Participant leaves a surviving spouse,
         his benefit shall be paid to such surviving spouse;

                           (2) If a Participant  leaves no surviving spouse, his
         benefit shall be paid to such Participant's  executor or administrator,
         or to  his  heirs  at  law  if  there  if  no  administration  of  such
         Participant's estate.

         5.7 OTHER  TERMINATION OF EMPLOYMENT.  If a Participant  terminates his
employment with the Employer before Retirement for a reason other than total and
permanent  disability  or death,  the  amounts  credited  to such  Participant's
Account shall be paid to the  Participant in a lump sum no less than thirty days
and no more  than  one year  after  the  Participant's  date of  termination  of
employment.

         5.8 CHANGE IN THE  COMPANY'S  CREDIT  RATING.  If the Standard & Poor's
rating for the  Company's  senior  indebtedness  falls  below BBB,  the  amounts
credited to  Participants'  Accounts shall be paid to the Participants in a lump
sum within forty-five days after the date of change of such credit rating.

         5.9  PAYMENT  OF  STOCK  EQUIVALENT   UNITS.  When  the  payment  of  a
Participant's Account commences pursuant to this Article, Stock Equivalent Units
credited  to such  Participant's  Account  shall  be  paid  to the  Participant,
pursuant to the form of payment  provided in this  Article,  either in shares of
Company Stock (based upon one share of Company  Stock for each Stock  Equivalent
Unit) or in cash based upon the fair market value of the shares of Company Stock
represented  by such Stock  Equivalent  Units on the  thirtieth day prior to the
date of payment. The determination as to whether payment shall be made in shares
of  Company  Stock  or in  cash  shall  be  made by the  Committee  in its  sole
discretion,  except that  payment  shall not be in the form of shares of Company
Stock if, at the time of payment,  the  Participant  is subject to section 16 of
the Securities Exchange Act of 1934, as amended. For purposes of determining the
fair  market  value of a share of Company  Stock on a  particular  date,  if the
Company Stock is traded on a national stock exchange, the fair market value of a
share of Company Stock on a particular date shall be equal to the average of the
reported high and low sales prices of the Company Stock on such exchange on that
date, or if no prices are reported on that date, on the last  preceding  date on
which such prices of the Company Stock are so reported.  If the Company Stock is
publicly traded,  but is not traded on a national stock exchange,  at the time a
determination  of its fair market  value is required to be made  hereunder,  its
fair market value shall be deemed to be equal to the average between the closing
bid and  asked  price  of the  Company  Stock  on the  date  the  value is to be
determined,  or if the  Company  Stock was not traded on such date,  on the last
preceding  date the Company Stock was publicly  traded.  If the Company Stock is
not publicly traded at the time a  determination  of its value is required to be
made hereunder,  the determination of its fair market value shall be made by the
Committee in such manner as it deems appropriate.

         5.10  PAYMENT OF  BENEFITS.  To the extent the Trust Fund,  if any, has
sufficient  assets,  the Trustee  shall pay  benefits to  Participants  or their
beneficiaries,  except to the extent the Employer pays the benefits directly and
provides  adequate  evidence of such payment to the  Trustee.  To the extent the
Trustee  does not or cannot pay  benefits  out of the Trust Fund,  the  benefits
shall be paid by the Employer. Any benefit payments made to a Participant or for
his  benefit  pursuant  to any  provision  of the Plan  shall be debited to such
Participant's  Account.  Except as provided in Section 5.9, all benefit payments
shall be made in cash to the fullest extent practicable.

         5.11 UNCLAIMED BENEFITS.  In the case of a benefit payable on behalf of
a  Participant,  if the  Committee  is  unable  to  locate  the  Participant  or
beneficiary to whom such benefit is payable, upon the Committee's  determination
thereof,  such benefit shall be forfeited to the Employer.  Notwithstanding  the
foregoing,  if subsequent to any such  forfeiture the Participant or beneficiary
to whom such  benefit  is payable  makes a valid  claim for such  benefit,  such
forfeited  benefit  shall be paid by the Employer or restored to the Plan by the
Employer.

         5.12 NO ACCELERATION OF BONUS COMPENSATION.  The time of payment of any
Bonus  Compensation  that the  Participant has elected to defer but that has not
yet been  credited to the  Participant's  Account  because it is not yet payable
without  regard  to the  deferral  shall not be  accelerated  as a result of the
provisions  of this  Article.  If,  pursuant to the  provisions of this Article,
payment of such Bonus  Compensation  would no longer be  deferred at the time it
becomes payable, such Bonus Compensation shall be paid to the Participant within
90 days of the date it would have been  payable had the  Participant  not made a
deferral election.



                                      VI.
                           ADMINISTRATION OF THE PLAN

         6.1 COMMITTEE POWERS AND DUTIES. The general administration of the Plan
shall  be  vested  in  the  Committee.   The  Committee   shall   supervise  the
administration and enforcement of the Plan according to the terms and provisions
hereof  and shall  have all  powers  necessary  to  accomplish  these  purposes,
including, but not by way of limitation, the right, power, authority, and duty:

                  (a)  To  make   rules,   regulations,   and   bylaws  for  the
         administration of the Plan that are not inconsistent with the terms and
         provisions  hereof,  and to enforce the terms of the Plan and the rules
         and regulations promulgated thereunder by the Committee;

                  (b)      To construe  in its discretion all terms, provisions,
         conditions, and limitations of the Plan;

                  (c) To  correct  any defect or to supply  any  omission  or to
         reconcile any inconsistency  that may appear in the Plan in such manner
         and to such  extent as it shall  deem in its  discretion  expedient  to
         effectuate the purposes of the Plan;

                  (d) To employ  and  compensate  such  accountants,  attorneys,
         investment  advisors,  and other  agents,  employees,  and  independent
         contractors  as the Committee  may deem  necessary or advisable for the
         proper and efficient administration of the Plan;

                  (e)      To determine in its discretion all questions relating
         to eligibility;

                  (f)      To determine  whether  and  when  there  has  been  a
         termination  of  a  Participant's employment with the Employer, and the
         reason for such termination;

                  (g)      To make  a  determination in its discretion as to the
         right  of  any  person  to  a  benefit  under the Plan and to prescribe
         procedures  to  be  followed  by  distributees  in  obtaining  benefits
         hereunder; and

                  (h) To receive and review  reports  from the Trustee as to the
         financial  condition of the Trust Fund, if any,  including its receipts
         and disbursements.

         6.2  SELF-INTEREST  OF  PARTICIPANTS.  No member of the Committee shall
have any right to vote or decide  upon any  matter  relating  solely to  himself
under the Plan (including, without limitation, Committee decisions under Article
II) 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 a 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.

         6.3 CLAIMS REVIEW.  In any case in which a claim for Plan benefits of a
Participant or beneficiary  is denied or modified,  the Committee  shall furnish
written  notice  to the  claimant  within  ninety  days (or  within  180 days if
additional  information requested by the Committee  necessitates an extension of
the ninety-day period), which notice shall:

                  (a)      State  the  specific reason or reasons for the denial
         or modification;

                  (b)      Provide   specific   reference   to   pertinent  Plan
         provisions on which the denial or modification is based;

                  (c)      Provide  a  description of any additional material or
         information   necessary   for  the  Participant,  his  beneficiary,  or
         representative  to  perfect  the  claim  and an explanation of why such
         material or information is necessary; and

                  (d)      Explain   the   Plan's   claim  review  procedure  as
         contained herein.

In  the  event  a  claim  for  Plan  benefits  is  denied  or  modified,  if the
Participant,  his  beneficiary,  or a  representative  of  such  Participant  or
beneficiary  desires  to have such  denial or  modification  reviewed,  he must,
within  sixty  days   following   receipt  of  the  notice  of  such  denial  or
modification,  submit a  written  request  for  review by the  Committee  of its
initial  decision.  In  connection  with  such  request,  the  Participant,  his
beneficiary, or the representative of such Participant or beneficiary may review
any pertinent documents upon which such denial or modification was based and may
submit issues and comments in writing.  Within sixty days following such request
for review the Committee shall,  after providing a full and fair review,  render
its final  decision  in  writing  to the  Participant,  his  beneficiary  or the
representative  of such Participant or beneficiary  stating specific reasons for
such decision and making  specific  references to pertinent Plan provisions upon
which the decision is based.  If special  circumstances  require an extension of
such sixty-day  period,  the  Committee's  decision shall be rendered as soon as
possible,  but not later than 120 days after  receipt of the request for review.
If an extension of time for review is required,  written notice of the extension
shall be furnished to the Participant,  beneficiary,  or the  representative  of
such  Participant  or  beneficiary  prior to the  commencement  of the extension
period.

         6.4 EMPLOYER TO SUPPLY INFORMATION.  The Employer shall supply full and
timely information to the Committee,  including, but not limited to, information
relating to each Participant's  compensation,  age, retirement,  death, or other
cause of  termination  of  employment  and  such  other  pertinent  facts as the
Committee may require. The Employer shall advise the Trustee, if any, of such of
the  foregoing  facts as are deemed  necessary  for the Trustee to carry out the
Trustee's  duties  under  the  Plan  and the  Trust  Agreement.  When  making  a
determination  in connection  with the Plan, the Committee  shall be entitled to
rely upon the aforesaid information furnished by the Employer.

         6.5  INDEMNITY.  The Company  shall  indemnify  and hold  harmless each
member of the Committee against any and all expenses and liabilities arising out
of his  administrative  functions or fiduciary  responsibilities,  including any
expenses  and  liabilities  that are caused by or result from an act or omission
constituting  the negligence of such member in the performance of such functions
or  responsibilities,  but excluding expenses and liabilities that are caused by
or result  from  such  member's  own gross  negligence  or  willful  misconduct.
Expenses against which such member shall be indemnified hereunder shall include,
without limitation,  the amounts of any settlement or judgment,  costs,  counsel
fees,  and  related  charges  reasonably  incurred  in  connection  with a claim
asserted or a proceeding brought or settlement thereof.




                                      VII.

                            ADMINISTRATION OF FUNDS

         7.1 PAYMENT OF EXPENSES. All expenses incident to the administration of
the Plan and Trust,  including  but not limited to, legal,  accounting,  Trustee
fees,  and expenses of the  Committee,  may be paid by the Employer  and, if not
paid by the Employer, shall be paid by the Trustee from the Trust Fund, if any.

         7.2   TRUST   FUND   PROPERTY.   All   income,   profits,   recoveries,
contributions,  forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee,  if any, shall be held for
investment  purposes  as a  commingled  Trust Fund  pursuant to the terms of the
Trust  Agreement.  The Committee shall maintain one or more Accounts in the name
of each Participant, but the maintenance of an Account designated as the Account
of a Participant  shall not mean that such  Participant  shall have a greater or
lesser  interest  than  that due him by  operation  of the Plan and shall not be
considered as segregating any funds or property from any other funds or property
contained in the  commingled  fund. No  Participant  shall have any title to any
specific asset in the Trust Fund, if any.



                                     VIII.

                               NATURE OF THE PLAN

         The  Employer  intends  and  desires  by the  adoption  of the  Plan to
recognize  the  value  to the  Employer  of the  past and  present  services  of
employees  covered  by the Plan and to  encourage  and  assure  their  continued
service with the  Employer by making more  adequate  provision  for their future
retirement security.  The Plan is intended to constitute an unfunded,  unsecured
plan of  deferred  compensation  for a select  group  of  management  or  highly
compensated  employees of the Employer.  Plan benefits herein provided are to be
paid out of the Employer's  general assets.  The 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.  Nevertheless,
subject to the terms hereof and of the Trust  Agreement,  if any, the Employers,
or the Company on behalf of the Employers,  may transfer money or other property
to the Trustee and the Trustee shall pay Plan benefits to Participants and their
beneficiaries out of the Trust Fund.

         The  Committee,  in its sole  discretion,  may  establish the Trust and
direct the  Employers to enter into the Trust  Agreement and adopt the Trust for
purposes of the Plan. In such event, the Employers shall remain the owner of all
assets in the Trust Fund and the  assets  shall be subject to the claims of each
Employer's  creditors  if such  Employer  ever becomes  insolvent.  For purposes
hereof,  an Employer  shall be  considered  'insolvent'  if (a) the  Employer is
unable to pay its debts as they become due, or (b) the  Employer is subject to a
pending  proceeding as a debtor under the United Sates  Bankruptcy  Code (or any
successor federal statute).  The chief executive officer of the Employer and its
board of  directors  shall have the duty to inform the Trustee in writing if the
Employer becomes  insolvent.  Such notice given under the preceding  sentence by
any  party  shall  satisfy  all of the  parties'  duty to give  notice.  When so
informed,  the Trustee shall suspend  payments to the  Participants and hold the
assets for the  benefit of the  Employer's  general  creditors.  If the  Trustee
receives a written allegation that the Employer is insolvent,  the Trustee shall
suspend  payments to the Participants and hold the Trust Fund for the benefit of
the  Employer's  general  creditors,  and  shall  determine  within  the  period
specified  in the Trust  Agreement  whether the  Employer is  insolvent.  If the
Trustee determines that the Employer is not insolvent,  the Trustee shall resume
payments to the  Participants.  No  Participant  or  beneficiary  shall have any
preferred claim to, or any beneficial  ownership  interest in, any assets of the
Trust Fund.



                                      IX.

                            PARTICIPATING EMPLOYERS

         The Committee may designate any entity or organization  eligible by law
to  participate in this Plan 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  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 Committee
required by the terms of or with respect to the Plan.  Except as modified by the
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.


                                       X.

                                 MISCELLANEOUS

         10.1 NOT CONTRACT OF  EMPLOYMENT.  The adoption and  maintenance of the
Plan shall not be deemed to be a contract between the Employer and any person or
to be consideration  for the employment of any person.  Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Employer or to restrict the right of the Employer to discharge any person at any
time nor shall the Plan be deemed to give the  Employer the right to require any
person to remain in the employ of the Employer or to restrict any person's right
to terminate his employment at any time.

         10.2 ALIENATION OF INTEREST FORBIDDEN. The interest of a Participant or
his  beneficiary  or  beneficiaries  hereunder  may  not be  sold,  transferred,
assigned, or encumbered in any manner, either voluntarily or involuntarily,  and
any  attempt  so  to  anticipate,  alienate,  sell,  transfer,  assign,  pledge,
encumber,  or charge the same shall be null and void; neither shall the benefits
hereunder  be  liable  for or  subject  to the  debts,  contracts,  liabilities,
engagements  or torts of any person to whom such  benefits or funds are payable,
nor shall they be an asset in bankruptcy or subject to  garnishment,  attachment
or other legal or equitable proceedings.

         10.3  WITHHOLDING.  All deferrals  and payments  provided for hereunder
shall be subject to  applicable  withholding  and other  deductions  as shall be
required of the Employer under any applicable local, state or federal law.

         10.4 AMENDMENT AND  TERMINATION.  The  Compensation  Committee may from
time to time, in its  discretion,  amend, in whole or in part, any or all of the
provisions of the Plan;  provided,  however,  that no amendment may be made that
would  impair  the rights of a  Participant  with  respect  to  amounts  already
allocated to his Account.  The Compensation  Committee may terminate the Plan at
any  time.  In  the  event  that  the  Plan  is  terminated,  the  balance  in a
Participant's  Account  shall  be  paid to such  Participant  or his  designated
beneficiary in a single lump sum payment of cash (or shares of Company Stock, if
applicable,  pursuant to the provisions of Section 5.9) in full  satisfaction of
all  of  such  Participant's  or  beneficiary's  benefits  hereunder.  Any  such
amendment  to or  termination  of the Plan shall be in writing  and signed by an
member of the Compensation Committee.

         10.5 SEVERABILITY.  If any provision of this Plan shall be held illegal
or invalid for any reason,  said  illegality or invalidity  shall not affect the
remaining  provisions hereof;  instead,  each provision shall be fully severable
and the Plan  shall be  construed  and  enforced  as if said  illegal or invalid
provision had never been included herein.

         10.6 GOVERNING LAWS.  All  provisions  of  the  Plan shall be construed
in accordance with the laws of Texas except to  the  extent preempted by federal
law.




         EXECUTED this ______ day of ______________________, 1994.



                                                             HALLIBURTON COMPANY



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