FOR THE DIRECTORS OF
As Amended and Restated
Effective May 16, 2000
Effective January 1, 1990, Halliburton Company, a Delaware corporation
(the "Company"), established the Retirement Plan for the Directors of
Halliburton Company (the "Plan"), to help attract and continue to retain highly
qualified Directors for the Company and to provide Directors with retirement
income in recognition of services performed for the Company. The Plan has been
amended, and the Company desires to restate the Plan to include all prior
amendments. Therefore, the Plan is hereby restated to read as follows, effective
as of May 16, 2000:
Each of the following terms shall have the meaning set forth in this
Article I for purposes of the Plan and any amendments thereto:
1.1 Accrued Retirement Benefit: The total amount of future Retirement
Benefit which has been earned by a Participant under the Plan at any
point in time.
1.2 Administrator: The person or persons appointed by the Board to
administer the Plan.
1.3 Affiliate: Any person or entity who or which controls, is controlled by
or is under common control with the Company. For purposes of this
definition, the terms "control" and "controlled by" as used with
respect to the Company or any person or entity shall mean possession,
directly or indirectly, of the power to direct or cause the direction
of the management and policies of the Company or such person or entity,
whether through the ownership of an equity interest in the Company or
such person or entity, by contract or otherwise.
1.4 Benefit Commencement Date: The date, determined under Article III, as
of which a Participant begins to receive payment of benefits under the
1.5 Board: The Board of Directors of the Company.
1.6 Company: Halliburton Company.
1.7 Competitor: A company, corporation, enterprise, firm, limited
partnership, partnership, person, sole proprietorship or any other
business entity determined by the Board in its sole discretion to be
competitive with the business of the Company, its Subsidiaries or its
1.8 Directors: An individual, elected to the Board by the stockholders of
the Company or by the Board under applicable corporate law, who is
serving on the Board on the Effective Date or is elected to the Board
after the Effective Date.
1.9 Effective Date: January 1, 1990.
1.10 Eligible Director: Each Director of the Company, except current and
former employees of the Company, its Subsidiaries or its Affiliates and
Directors newly elected to the Board on or after May 16, 2000.
1.11 Last Annual Retainer: The annual retainer for Directors which is in
effect on a Participant's Termination Date.
1.12 Participant: An Eligible Director who has commenced, but not
terminated, participation in the Plan as provided in Article II.
1.13 Plan: Retirement Plan for Directors of Halliburton Company.
1.14 Plan Year: The period of time between successive annual meetings of
the stockholders of the Company.
1.15 Subsidiary: At any given time, any other corporation of which an
aggregate of 80% or more of the outstanding voting stock is owned of
record or beneficially, directly or indirectly, by the Company or any
other of its Subsidiaries.
1.16 Retirement Benefit: The annual retirement benefit specified in Article
III, subject to the provisions of Article IV.
1.17 Retirement Benefit Payment Period: The period specified in Article III
over which a Retirement Benefit is to be paid under the Plan.
1.18 Termination Date: The date on which occurs the end of a Director's
service to the Company as a Director by reason of his or her
retirement, declination to stand for re-election, resignation,
disability, removal, death or other event that has the effect of
terminating his or her service to the Company.
1.19 Trust: Any trust created pursuant to the provisions of Article VIII.
1.20 Trust Agreement: The agreement establishing the Trust.
1.21 Trustee: The person or persons or entity named from time to time as
trustee in the Trust Agreement and his, their or its successors.
1.22 Trust Fund: The assets held under the Trust as they may exist from
time to time.
1.23 Years of Service: An individual's service as an Eligible Director
commencing on the effective date of his or her election as an Eligible
Director and ending with his or her Termination Date. A Year of Service
is equal to a Plan Year. A partial Year of Service is equal to a Year
2.1 Admission as a Participant
An Eligible Director shall become a Participant on the later of the
date on which he or she completes three Years of Service or the
Effective Date. The preceding sentence notwithstanding, no Director
newly elected to the Board on or after May 16, 2000 shall become a
2.2 Termination of Participation
A Participant shall cease to be such upon the earlier of his or her
death or the completion of his or her Retirement Benefit Payment
Period. In addition, a Participant in the Plan on May 16, 2000 shall be
given a one-time election, at the time and in the form determined by
the Administrator, to receive, in lieu of his Accrued Retirement
Benefit and any future benefit under the Plan, a grant, at the time of
such election, of an option to purchase 5,000 shares of the Company's
common stock under the Halliburton Company 1993 Stock and Long-Term
Incentive Plan at an option price equal to the fair market value of
such common stock on the date of the grant, and the right to receive
the same number of future annual stock option grants as a Director who
is not eligible to participate in the Plan. Any Participant who makes
such election shall cease to be a Participant as of the date of such
election and shall be entitled to no benefits from the Plan.
3.1 Retirement Benefit
Following his or her Termination Date, subject to the provisions of
Article IV, a Participant shall be entitled to receive an annual
Retirement Benefit equal to his or her Last Annual Retainer commencing
on his or her Benefit Commencement Date payable in each year of the
Retirement Benefit Payment Period.
3.2 Retirement Benefit Payment Period
The Retirement Benefit Payment Period shall be a period of time equal
to the greater of five years or the number of Years of Service which a
Participant shall have completed at his or her Termination Date,
subject to the provisions of Article V.
3.3 Form of Payment and Benefit Commencement Date
The Benefit Commencement Date shall be the first day of the calendar
quarter coincident with or next succeeding the later of the
Participant's Termination Date or attainment of 65 years of age,
provided, however, if the Participant's Termination Date occurs as a
result of the death of the Participant, the Benefit Commencement Date
shall be the first day of the calendar quarter coincident with or next
succeeding the date of the Participant's death. Annual payments shall
be made to a Participant beginning on his or her Benefit Commencement
3.4 Rules for Crediting Years of Service for Determining Retirement Benefit
All Years of Service, including those completed prior to the Effective
Date, shall be credited for purposes of determining a Participant's
Retirement Benefit Payment Period under Section 3.2.
3.5 Suspension of Payments on Resumption of Service as a Director
3.5.1 If payment of a Participant's benefits hereunder have
commenced, such payments shall be suspended on the effective
date of the Participant's re-election to the Board.
3.5.2 The Retirement Benefit payable upon resumption of benefit
payments shall be equal to the Participant's Retirement
Benefit as of the date of the Participant's subsequent
Termination Date giving effect to (i) such Participant's
additional Years of Service as a Director following
re-election to the Board and (ii) the period for which
Retirement Benefits were paid prior to such Participant's
re-election to the Board. Such Retirement Benefit shall be
based on all Years of Service, calculated in accordance
with the preceding sentence of this Section and on the Last
Annual Retainer in effect on the Participant's most recent
3.5.3 For purposes of Sections 2.1, 3.1 and 3.2, all Years of
Service, including those prior to any Benefit Commencement
Date, shall be credited to an Eligible Director or
Participant, as the case may be.
RETIREMENT BENEFIT FORFEITURES
Any portion of the Accrued Retirement Benefit of a Participant not
previously paid shall be forfeited upon a determination by the Board, in its
sole discretion, that a Participant has, after the Effective Date, without the
consent of the Board:
(a) joined the board of directors of, managed, operated,
participated in a material way in, entered employment with, performed
consulting (or any other) services for, or otherwise been connected in
any material manner with a Competitor;
(b) directly or indirectly acquired an equity interest of five
percent or greater in a competitor; or
(c) disclosed any material trade secrets or other material
confidential information, including customer lists, relating to the
Company or to the business of the Company to others, including a
Upon the death of a Participant, whether before or after such
Participant's Benefit Commencement Date, all theretofore unpaid benefits to
which he would otherwise have been entitled hereunder shall be paid to such
Participant's surviving spouse in accordance with the provisions of Article III
hereof. Should a Participant die leaving no surviving spouse or upon the
subsequent death of a surviving spouse, any Retirement Benefit which would
otherwise be payable hereunder shall lapse and the Company shall have no
obligation to pay any sums to the Participant's or the Participant's spouses'
heirs at law or beneficiaries or under a will or to the estate of the
Participant or the Participant's spouse.
ADMINISTRATION OF THE PLAN
The Board of Directors shall appoint an Administrator to administer the
Plan. Such Administrator or such successor Administrator as may be duly
appointed by the Board of Directors shall serve at the pleasure of the
Board. The Administrator shall maintain complete and adequate records
pertaining to the Plan, including but not limited to Participants'
Accrued Retirement Benefits, amounts transferred to the Trust, reports
from the Trustee and all other records which shall be necessary or
desirable in the proper administration of the Plan.
The Company (the "Indemnifying Party") hereby agrees to indemnify and
hold harmless the Administrator (the "Indemnified Party") against any
losses, claims, damages or liabilities to which the Indemnified Party
may become subject to the extent that such losses, claims, damages or
liabilities or actions in respect thereof arise out of or are based
upon any act or omission of the Indemnified Party in connection with
the administration of this Plan (other than any act or omission of such
Indemnified Party constituting gross negligence or willful misconduct),
and will reimburse the Indemnified Party for any legal or other
expenses reasonably incurred by him or her in connection with
investigating or defending against any such loss, claim, damage,
liability or action. Promptly after receipt by the Indemnified Party of
notice of the commencement of any action or proceeding with respect to
any loss, claim, damage or liability against which the Indemnified
Party believes he or she is indemnified hereunder, the Indemnified
Party shall, if a claim with respect thereto is to be made against the
Indemnifying Party hereunder, notify the Indemnifying Party in writing
of the commencement thereof ; provided, however, that the omission so
to notify the Indemnifying Party shall not relieve it from any
liability which it may have to the Indemnified Party to the extent the
Indemnifying Party is not prejudiced by such omission. If any such
action or proceeding shall be brought against the Indemnified Party,
and it shall notify the Indemnifying Party of the commencement thereof,
the Indemnifying Party shall be entitled to participate therein, and,
to the extent that it shall wish, to assume the defense thereof, with
counsel reasonably satisfactory to the Indemnified Party, and, after
notice from the Indemnifying Party to the Indemnified Party of its
election to assume the defense thereof, the Indemnifying Party shall
not be liable to such Indemnified Party hereunder for any legal or
other expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof other than reasonable costs of
investigation or reasonable expenses of actions taken at the written
request of the Indemnifying Party. The Indemnifying Party shall not be
liable for any compromise or settlement of any such action or
proceeding effected without its consent, which consent will not be
NATURE OF PLAN
The adoption of this Plan and any setting aside of amounts by the
Company with which to discharge its obligations hereunder shall not be deemed to
create a trust; legal and equitable title to any funds so set aside shall remain
in the Company, and any recipient of benefits hereunder shall have no security
or other interest in such funds. Any and all funds so set aside shall remain
subject to the claims of the general creditors of the Company, present and
future. This provision shall not require the Company to set aside any funds, but
the Company may set aside such funds if it chooses to do so.
FUNDING OF OBLIGATION
Article VII above to the contrary notwithstanding, the Company may fund
all or part of its obligation hereunder by transferring assets to a
Trust if the provisions of the Trust Agreement creating the Trust
require the use of the Trust's assets to satisfy claims of the
Company's general unsecured creditors in the event of the Company's
insolvency and provide that no Participant shall at any time have a
prior claim to such assets. The assets of the Trust shall not be deemed
to be assets of this Plan.
8.2 Source of Payment
If a Trust is created hereunder the Administrator shall determine
whether any payment to be made to a Participant under the provisions of
the Plan is to be made directly by the Company, from the Trust Fund or
by a combination of such sources except to the extent the provisions of
the Trust Agreement specify payment from the Trust Fund. The Plan shall
be deemed to authorize any payment of a Participant's Accrued
Retirement Benefit from the Trust Fund to the extent such payment is
required by the provisions of the Trust Agreement.
TERMINATION OF THE PLAN
The Board of Directors may terminate the Plan at any time. Upon
termination of the Plan, payment of Participants' Accrued Retirement Benefits as
of the date of termination shall be made in the manner and at the time
prescribed in Articles III, IV and V hereof, but Participants shall accrue no
additional Retirement Benefits hereunder.
AMENDMENT OF THE PLAN
The Board of Directors may, without the consent of Participants or
their beneficiaries, amend the Plan at any time and from time to time, provided,
however, that no amendment may deprive a Participant of his or her Accrued
Retirement Benefit or be retroactive in effect to the prejudice of any
11.1 No Preference over Creditors
No Participant shall have any preference over the general creditors of
the Company in the event of the Company's insolvency.
11.2 Incompetency of Payee
If the Administrator receives evidence satisfactory to him or her that
any person entitled to receive a payment hereunder is, at the time the
benefit is payable, physically, mentally or legally incompetent to
receive such payment and to give a valid receipt therefor, and that an
individual or institution is then maintaining or has custody of such
person and that no guardian, committee or other representative of the
estate of such person has been duly appointed, the Administrator may
direct that such payment be paid to such individual or institution
maintaining or having custody of such person, and the receipt of such
individual or institution shall be valid and a complete discharge for
the payment of such benefit.
11.3 Direct Deposit of Payments
Payments to be made hereunder may, at the written request of the
Participant, be made to a bank account designated by such Participant,
provided that deposits to the credit of such Participant in any bank or
trust company shall be deemed payment into his hands.
11.4 Construction of Plan
Wherever any words are used herein in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in
another gender in all cases where they would so apply, and whenever any
words are used herein in the singular or plural form, they shall be
construed as though they were also used in the other form in all cases
where they would so apply.
11.5 Benefits Not Assignable
Benefits provided under the Plan may not be assigned or alienated,
either voluntarily or involuntarily, other than by will or by the
applicable laws of descent and distribution.
11.6 Controlling Law
THE LAWS OF THE STATE OF TEXAS SHALL CONTROL THE INTERPRETATION AND
PERFORMANCE OF THE TERMS OF THE PLAN. THE PLAN IS NOT INTENDED TO
QUALIFY UNDER SECTION 401(a) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, OR TO COMPLY WITH THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED.
EXECUTED this 7th day of September, 2000.
By: /s/ David J. Lesar
David J. Lesar
Chairman of the Board, President
and Chief Executive Officer