RESOLUTIONS OF THE
BOARD OF DIRECTORS OF
HALLIBURTON COMPANY
EFFECTIVE SEPTEMBER 28, 1998
WHEREAS, the Board of Directors of the Company has heretofore
authorized the offering from time to time, at an aggregate initial
offering price of up to $500,000,000, of Medium-Term Notes Due Nine
Months or More From Date of Issue, Series A (the "Series A Notes"), and
the Company has registered the offering, sale and delivery of the
Series A Notes pursuant to the Securities Act of 1933, as amended,
pursuant to a Registration Statement on Form S-3 (the "First
Registration Statement") filed with the Securities and Exchange
Commission (the "Commission"); and
WHEREAS, to date Series A Notes, offered by the Company at an
aggregate initial offering price of $300,000,000, have been issued and
sold by the Company under the First Registration Statement; and
WHEREAS, the Board of Directors of the Company has determined
that the requirements of the Company for long term debt capital may
exceed $200,000,000, the amount of Series A Notes remaining available
for sale and that, therefore, it is in the best interest of the Company
to establish an additional Medium Term Notes Program; and
WHEREAS, pursuant to resolutions theretofore adopted by the
Board of Directors of the Company, the Company filed a Registration
Statement on Form S-3 (the "Second Registration Statement") on August
1, 1997 relating to the offering from time to time, at an aggregate
initial offering price of up to $600,000,000, of senior and
subordinated debt securities of the Company, none of which has yet been
offered or sold; and
WHEREAS, subject to certain limitations, this Board of
Directors deems it appropriate to delegate its authority to certain
officers of the Company in connection with the Series B Notes (as
hereinafter defined) that are not originally offered at one time,
including the authority to fix the terms of such Series B Notes; and
WHEREAS, terms used in the following resolutions (and not
otherwise defined therein) are defined in the Second Senior Indenture
dated as of December 1,1996, among the predecessor of the Company and
Texas Commerce Bank National Association (now Chase Bank of Texas, N.
A. and herein called the "Trustee") as the same has heretofore been and
may hereafter be amended or supplemented (the "Second Senior
Indenture");
NOW, THEREFORE, BE IT:
RESOLVED, that this Board of Directors does hereby authorize
the issuance under the Second Senior Indenture of a series of
securities with terms, in addition to the terms provided in the Second
Senior Indenture with respect to Securities of a series issued
thereunder, as follows:
(i) The title of the Securities is "Medium-Term Notes Due
Nine Months or More From Date of Issue, Series B" (the "Series B
Notes").
(ii) The Series B Notes are limited in aggregate principal
amount to the amount that may be sold at an aggregate initial offering
price of up to $600,000,000, subject to reduction by the aggregate
initial offering price of Securities other than the Series A Notes and
the Series B Notes sold pursuant to the Second Senior Indenture or the
Subordinated Indenture (as defined in the Second Registration
Statement). Subject to the foregoing, the aggregate principal amount of
the Series B Notes to be issued and sold from time to time shall be as
(i) determined on behalf of the Company by the Chief Executive Officer,
the President and Chief Operating Officer, any Executive Vice
President, the Vice President and Treasurer or the Vice President and
Secretary (each an "Authorized Officer") and (ii) set forth in a
written request to the Trustee for authentication (an "Authentication
Request") signed by an Authorized Officer or any Vice President, any
Assistant Treasurer, the Controller, or any other officer or employee
of the Company designated in writing by any two Authorized Officers
(each of the foregoing, a "Designated Person").
(iii) The Series B Notes may be issued only as Senior Notes.
The Series B Notes will rank equally with all other unsecured and
unsubordinated indebtedness of the Company. The Series B Notes may also
be issued as original issue discount notes ("OID Notes") and may be
issued as Global Securities. They may also be issued with the amount of
principal (and premium, if any) and/or any interest payable in respect
thereof to be determined with reference to the price or prices of
specified commodities or stocks or other price or exchange rate
("Indexed Notes").
(iv) Any interest on the Series B Notes will be payable
generally to the person in whose name a Note is registered at the close
of business on the Regular Record Date next preceding the Interest
Payment Date; provided, however, that interest payable at maturity will
be payable to the person to whom principal shall be payable.
(v) The date on which the principal of each of the Series B
Notes is payable shall be any day nine months or later from its date of
issue, as determined on behalf of the Company from time to time by an
Authorized Officer and set forth in an Authentication Request.
(vi) Each Note, other than an OID Note, will bear interest
at either: a fixed rate (a "Fixed Rate Note") or a variable rate
determined by reference to an interest rate formula (a "Floating Rate
Note").
(vii) Unless otherwise indicated in the Pricing Supplement,
the Regular Record Date for any Floating Rate Note shall be the date 15
calendar days before each Interest Payment Date whether or not such
date shall be a Business Day and the Interest Payment Dates for any
Fixed Rate Note shall be March 31 and September 30 of each year.
(viii) Unless otherwise determined on behalf of the Company by
an Authorized Officer and set forth in an Authentication Request,
payments of principal of, premium, if any, and interest on the Series B
Notes shall be at the corporate trust office maintained by the Trustee,
as paying agent, in The City of New York, or such other office or
agency as may be designated by the Company; provided, however, that at
the option of the Company payment of interest (other than interest at
maturity) may be made by check mailed to the address of the Person
entitled thereto at such address as shall appear in the Security
Register; and provided, further, that payment of the principal of,
premium, if any, and interest due on any Note which is a Book-Entry
Note will be made in immediately available funds at such corporate
trust office or such other office or agency.
(ix) If so specified in the applicable Pricing Supplement,
the Series B Notes will be repayable by the Company in whole or from
time to time in part at the option of the Holders thereof on the
optional repayment dates ("Optional Repayment Dates") specified in such
Pricing Supplement.
(x) The right, if any, of the Company to redeem each of the
Series B Notes, in whole or in part, at its option and the period or
periods within which, the price or prices at which and the terms and
conditions upon which such Note may be so redeemed shall be as
established on behalf of the Company by an Authorized Officer and set
forth in the applicable Pricing Supplement.
(xi) The Series B Notes may be denominated in U.S. dollars or
in such other currency or composite currency unit (a "Specified
Currency") as indicated in the applicable Pricing Supplement, and,
unless otherwise specified in the applicable Pricing Supplement,
payments of principal of, premium, if any, and interest on the Series B
Notes may be made only in U.S. dollars. If so specified in the
applicable Pricing Supplement, payments of principal of, premium, if
any, and interest on the Series B Notes denominated in other than U.S.
dollars will be made in the Specified Currency at the option of the
Holders thereof.
(xii) Unless otherwise determined on behalf of the Company by
an Authorized Officer and set forth in an Authentication Request, the
Series B Notes (other than Global Notes representing Book-Entry Notes)
denominated in U.S. dollars ("U.S. Currency Notes") will be issued only
in fully registered form in minimum denominations of $1,000 and
integral multiples thereof. Notes denominated in a Specified Currency
other than U.S. dollars ("Foreign Currency Notes") will be issued in
authorized denominations that are equivalent, at the 11:00 a.m. buying
rate in the City of New York for cable transfers in such Specified
Currency as certified for customs purposes by the Federal Reserve Bank
of New York (the "Market Exchange Agent") on the first Business Day in
the City of New York and the country issuing such currency next
preceding the date on which the Company accepts the offer to purchase
such Foreign Currency Note, to $100,000 (rounded down to an integral
multiple of 10,000 units of such Specified Currency) and integral
multiples of 10,000 units of such Specified Currency in excess thereof.
(xiii) Any legends to be stamped or imprinted on all or a
portion of the Series B Notes, and the terms and conditions upon which
any legends may be removed, shall be as set forth in the form of Series
B Notes.
(xiv) If agreed by the initial purchaser and on behalf of the
Company by an Authorized Officer and set forth in an Authentication
Request, any of the Series B Notes shall be issued upon original
issuance as Book-Entry Notes. The Depository with respect to Book-Entry
Notes shall be The Depository Trust Company. Any such Book-Entry Note
may be exchanged for Series B Notes registered in the name of a Holder
other than the Depository or its nominee only if (i) the Depository
notifies the Company that it is unwilling or unable to continue as
Depository or the Depository ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (ii) the Company in its sole discretion instructs the Trustee
that such Book-Entry Note shall be so exchangeable or (iii) there shall
have occurred and be continuing an Event of Default with respect to
such Book-Entry Note.
(xv) The provisions of Sections 10.1(B) and 10.1(C) of the
Second Senior Indenture relating to defeasance and discharge prior to
maturity are applicable to the Series B Notes; and further
RESOLVED, that the form, terms and provisions of the Third
Supplemental Indenture to be dated as of August 1,1997 between the
Company and the Trustee relating to the Series A Notes and the form,
terms and provisions of the Fourth Supplemental Indenture to be dated
as of September 30, 1998 between the Company and the Trustee relating
to the Series B Notes, each in the form presented to this meeting and
supplementing and amending the Second Senior Indenture, be and they
hereby are authorized and approved; and further
RESOLVED, that the Authorized Officers be and they hereby are
authorized, for, in the name and on behalf of the Company, to execute,
acknowledge and deliver the Third Supplemental Indenture and the Fourth
Supplemental Indenture with such changes therein as the Authorized
Officers executing the same shall approve, such approval to be
conclusively evidenced by such officers' execution and delivery
thereof; and further
RESOLVED, that the Authorized Officers be and they hereby are
authorized for, in the name and on behalf of the Company, to enter into
a distribution agreement for the Series B Notes (the "Distribution
Agreement") with an investment banking firm or firms or broker-dealer
or broker-dealers as an agent or agents (the "Note Agents") that
authorizes, among other things, (i) the Note Agents to use their
reasonable efforts to solicit purchases of the Series B Notes, (ii) the
purchase of the Series B Notes by the Note Agents acting as principal
or (iii) a firm underwriting of the sale of the Series B Notes by the
Note Agents, such Distribution Agreement to be in such form as may be
approved by an Authorized Officer, such approval to be conclusively
evidenced by such officer's execution and delivery thereof; and further
RESOLVED, that any Authorized Officer is authorized to select
one or more investment banking firms or broker-dealers ("Additional
Agents") in addition to the Note Agents to perform any or all of the
duties and obligations specified in the preceding resolution, upon
written agreement in such form as may be approved by an Authorized
Officer, with such Authorized Officer's approval to be conclusively
evidenced by his execution and delivery thereof; and further
RESOLVED, that notwithstanding the provisions of the preceding
resolutions relating to the execution of a Distribution Agreement and
the appointment of one or more Note Agents and Additional Agents, the
Company reserves the right:
(i) on its own behalf; to sell the Series B Notes directly
from time to time, in which event no commissions will be owed or paid
in connection therewith;
(ii) to sell the Series B Notes through any member or
members of a group comprised of one or more Note Agents and any
Additional Agents to the exclusion of any other Note Agents or
Additional Agents and in such event no commission or other remuneration
shall be owed to the latter Note Agents or Additional Agents; and
(iii) to accept or reject offers to purchase Series B Notes,
in whole or in part; and further
RESOLVED, that prior to sale of the Series B Notes, from time
to time and subject to the terms of the preceding resolutions, any duly
Authorized Officer shall on behalf of the Company have the authority to
determine:
(i) the aggregate principal amount and maturities of the
Series B Notes to be offered and the initial offering price of the
Series B Notes;
(ii) whether such Series B Notes are to be Fixed Rate Notes,
Floating Rate Notes or OID Notes (including zero coupon obligations)
and, if interest bearing, appropriate Interest Record Dates and
Interest Payment Dates and, if OID Notes, appropriate discount rates
with respect thereto;
(iii) whether the Series B Notes are to be Indexed Notes or
Amortizing Notes;
(iv) whether the Series B Notes are to be subject to
redemption at the option of the Company and the terms thereof; if
subject to redemption;
(v) whether the Series B Notes will be subject to repayment
by the Company at the option of the Holders thereof prior to the
stated maturity of the Series B Notes, and the terms thereof,
including, without limitation, designating Optional Repayment Dates;
(vi) the amount of any discounts, allowances or commissions
to be paid or allowed to the Note Agents and to any Additional Agents;
and
(vii) any other terms of the Series B Notes and of the
offering and sale thereof that are not inconsistent with this and the
preceding resolutions;
and thereafter to cause an appropriate Prospectus Supplement and
appropriate Pricing Supplements to the Prospectus contained in the
Second Registration Statement to be prepared, filed with the Commission
and delivered to investors and one or more Authentication Requests to
be delivered to the Trustee for action in keeping therewith.