FIRST AMENDMENT TO
                                        HALLIBURTON ELECTIVE DEFERRAL PLAN


         WHEREAS, Halliburton Company (the "Company") has heretofore adopted the
Halliburton Elective Deferral Plan (the "Plan"); and

         WHEREAS, the Plan was amended and restated effective January 1, 2000;

         WHEREAS, the Company desires to amend the Plan;

         NOW, THEREFORE, the Plan is hereby amended as follows:

I.       Effective as of October 1, 2000:

         1.       The following new Section 1.1(11A) and 1.1(11B) shall be added
to the Plan immediately following Section 1.1(11):

         (11A)    Eligible  Employee:  Any  Employee  who  is  (1)  a  permanent
                  Full-Time Active Employee,  (2) subject to the income tax laws
                  of the United States, and (3) an officer or member of a select
                  group of highly compensated employees of the Employer.

         (11B)    Employee:  Any person employed by the Employer.

         2.       The following new Section 1.1(12A)  shall be added to the Plan
immediately following Section 1.1(12):

         (12A)    Full-Time Active Employee:  An Employee  whose employment with
                  the  Employer  requires,   and   who  regularly  and  actively
                  performs,  30 or more hours of  service for the Employer  each
                  week at a usual  place  of  business  of the  Employer or at a
                  location to which such  Employee  is required or  permitted to
                  travel on behalf of the Employer  for  which such  Employee is
                  paid regular compensation.

         3.       Article  II of the Plan shall be deleted and replaced with the
following:

                                       II.

                                  Participation

                  2.1  Participation.  Participants   in  the  Plan   are  those
         Eligible  Employees  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 the date he ceases
         to be an  Eligible  Employee  or any  earlier  date  designated  by the
         Committee.  Any such  Committee  action  shall be  communicated  to the
         affected individual prior to the effective date of such action.

II.      Effective as of January 1, 2001:

         1.       The first  sentence  of  Section  3.1(a) of the Plan  shall be
deleted and replaced with the following:

         Any participant may elect to defer receipt of an integral percentage of
         from 5% to 75% of his Base Salary, in 5% increments, for any Plan Year.

         2.       The  first  sentence  of  Section  3.2  of the  Plan  shall be
deleted and replaced with the following:

         Any Participant may elect to defer receipt of an integral percentage of
         from 5% to 75% of his Bonus  Compensation,  in 5%  increments,  for any
         Plan Year.

III.     As amended hereby, the Plan is specifically ratified and reaffirmed.

         EXECUTED this 13th day of September, 2000.


                                       HALLIBURTON COMPANY



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

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