HALLIBURTON COMPANY
SENIOR EXECUTIVES'
DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 1999
TABLE OF CONTENTS
ARTICLE I: PURPOSE OF THE PLAN I-1
ARTICLE II: DEFINITIONS II-1
ARTICLE III: ADMINISTRATION OF THE PLAN III-1
ARTICLE IV: ALLOCATIONS UNDER THE PLAN,
PARTICIPATION IN THE PLAN AND
SELECTION FOR AWARDS IV-1
ARTICLE V: NON-ASSIGNABILITY OF AWARDS V-1
ARTICLE VI: VESTING VI-1
ARTICLE VII: DISTRIBUTION OF AWARDS VII-1
ARTICLE VIII: NATURE OF PLAN VIII-1
ARTICLE IX: FUNDING OF OBLIGATION IX-1
ARTICLE X: AMENDMENT OR TERMINATION OF PLAN X-1
ARTICLE XI: GENERAL PROVISIONS XI-1
ARTICLE XII: EFFECTIVE DATE XII-1
1
HALLIBURTON COMPANY
SENIOR EXECUTIVES'
DEFERRED COMPENSATION 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 amends and restates said Plan to be effective in
accordance with the provisions of Article XII hereof.
2
ARTICLE I
Purpose of the Plan
The purpose of the Halliburton Company Senior Executives' Deferred
Compensation Plan is to promote growth of the Company, provide an additional
means of attracting and holding qualified, competent executives and provide
supplemental retirement benefits for the Participants.
I-1
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(s): A Participant's Deferred Compensation Account, ERISA
Restoration Account, and/or Excess Remuneration Account, including amounts
credited thereto.
(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) Deferred Compensation 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).
(I) Employee: Any employee of an Employer. The term does not include
independent contractors or persons who are retained by an Employer as
consultants only.
(J) Employer: The Company and any Subsidiary designated as an Employer in
accordance with the provisions of Article III of the Plan.
(K) ERISA: The Employee Retirement Income Security Act of 1974, as amended.
(L) ERISA Restoration 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 (F). Such Account shall include
amounts allocated to a Participant's "Excess Benefit Account" prior to
January 1, 1995 and amounts transferred from the ERISA Compensation
Limit Benefit Plan for Dresser Industries, Inc. and the Deferred
Compensation Plan for Baroid Corporation, effective December 31, 1998.
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(M) ERISA Restoration Participant: An Employee whose compensation from the
Employers for an Allocation Year is in excess of the limit set forth in
Section 401(a)(17) of the Code for such Allocation Year or who has made
elective deferrals for such Allocation Year under the Halliburton
Elective Deferral Plan.
(N) Excess Remuneration 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 (G).
(O) Participant: An ERISA Restoration Participant or a Senior Executive
Participant.
(P) Pension Equalizer Contribution: Pension Equalizer Contribution as defined
in the Halliburton Retirement and Savings Plan.
(Q) Plan: The Halliburton Company Senior Executives' Deferred Compensation
Plan, as amended and restated January 1, 1999, and as the same may
thereafter be amended from time to time.
(R) Senior Executive: An Employee who is a senior executive, including an
officer, of an Employer (whether or not he is also a director thereof),
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.
(S) Senior Executive Participant: A Senior Executive who is selected as a
Senior Executive Participant for an Allocation Year. The Compensation
Committee shall be the sole judge of who shall be eligible to be a
Senior Executive Participant for any Allocation Year. The selection of
a Senior Executive to be a Senior Executive Participant for a
particular Allocation Year shall not constitute him a Senior Executive
Participant for another Allocation Year unless he is selected to be a
Senior Executive Participant for such other Allocation Year by the
Compensation Committee. An Employee may be both a Senior Executive
Participant and an ERISA Restoration Participant for the same
Allocation Year.
(T) 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 or both.
(U) Termination of Service: Severance from employment with an Employer for any
reason other than a transfer between Employers.
(V) Trust: Any trust created pursuant to the provisions of Article IX.
(W) Trust Agreement: The agreement establishing the Trust.
(X) Trustee: The trustee of the Trust.
(Y) Trust Fund: Assets under the Trust as may exist from time to time.
II-2
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
Party constituting negligence, but excluding any act or omission of such
Indemnified Party constituting gross negligence or wilful 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
III-1
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 under the Plan 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 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 is
disqualified.
III-2
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 Senior Executive Participants pursuant to Paragraph (D) below.
(B) No award shall be made to any person while he 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
Senior Executive Participants for a particular Allocation Year and the method
and manner of payment thereof to the Senior Executive 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 Senior Executive 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 has been
selected as a Senior Executive Participant for all or part of such Allocation
Year, and may determine and notify him of the amount which shall be allocated to
him for such Allocation Year. The decision of the Compensation Committee in
selecting a Senior Executive to be a Senior Executive Participant or in making
any allocation to him shall be final and conclusive, and nothing herein shall be
deemed to give any Senior Executive or his legal representatives or assigns any
right to be a Senior Executive Participant for such Allocation Year or to be
allocated any amount except to the extent of the amount, if any, allocated to a
Senior Executive 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 Senior Executive Participant for such part
of the Allocation Year prior to his Termination and be granted such award with
respect to his 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) The Administrative Committee shall determine for each Allocation
Year which ERISA Restoration Participants' allocations of Employer contributions
(other than matching contributions) and forfeitures under qualified defined
contribution plans sponsored by the Employers have been reduced for such
Allocation Year by reason of the application of Section 401(a)(17) or Section
415 of the Code, or any combination of such Sections (except that reductions of
a Participant's Pension Equalizer Contribution by reason of the application of
Section 415 of the Code shall not be taken into account), or by reason of
IV-1
elective deferrals under the Halliburton Elective Deferral Plan, and shall
allocate to the credit of each such ERISA Restoration Participant under the Plan
an amount equal to the amount of such reductions applicable to such ERISA
Restoration Participant. In addition, the Administrative Committee shall
allocate to the credit of each ERISA Restoration Participant under the Plan an
amount equal to 4% of the sum of (i) the amount of such ERISA Restoration
Participant's compensation (as such term is defined in the applicable qualified
defined contribution plan) deferred under the Halliburton Elective Deferral Plan
for such Allocation Year and (ii) the amount of such compensation not so
deferred that is in excess of the compensation limit under Section 401(a)(17) of
the Code for such Allocation Year.
(G) The Compensation Committee may, in its discretion, allocate to the
credit of a Participant under the Plan all or any part of any remuneration
payable by the Employer to such Participant which would otherwise be treated as
excessive employee remuneration within the meaning of Section 162(m) of the Code
for any Allocation Year, rather than paying such excessive remuneration to such
Participant.
(H) 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, except that an allocation under Paragraph (G)
shall be credited to a Participant on the date the amount would have been paid
to the Participant had it not been deferred pursuant to the provisions of
Paragraph (G). Allocations under Paragraph (D) above shall be credited to the
Participants' Deferred Compensation Accounts, allocations under Paragraph (F)
above shall be credited to the Participants' ERISA Restoration Accounts and
allocations under Paragraph (G) above shall be credited to the Participants'
Excess Remuneration Account. 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 (I) 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.
(I) Interest shall be credited on amounts allocated to Participants'
Deferred Compensation Accounts at the rate of 5 % per annum for periods prior to
Termination of Service. Interest shall be credited on amounts allocated to
Participants' ERISA Restoration Accounts and Excess Remuneration Accounts, and
on amounts allocated to Participants' Deferred Compensation Accounts for periods
subsequent to Termination of Service, at the rate of 10% per annum.
IV-2
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.
V-1
ARTICLE VI
Vesting
All amounts credited to a Participant's Accounts shall be fully vested
and not subject to forfeiture for any reason except as provided in Article V.
VI-1
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 each of the Participant's Accounts on the
books of each Employer for which the Participant was employed at a time when he
earned an award hereunder, (ii) shall determine whether the payment of the
amount credited to each of the Participant's Accounts 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 each of a
Participant's Accounts, selected by the Administrative Committee from among the
following alternatives:
(1) A single lump sum payment upon Termination of Service;
(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; 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
Accounts 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 tables 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 under the Plan have been paid to him, 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 credit in a lump sum or in such other form of
VII-1
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 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.
VII-2
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.
VIII-1
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.
IX-1
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 Accounts 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.
X-1
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 hands.
(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.
XI-1
ARTICLE XII
Effective Date
This amendment and restatement of the Plan shall be effective from and
after January 1, 1999 and shall continue in force during subsequent years unless
amended or revoked by action of the Compensation Committee.
HALLIBURTON COMPANY
By /s/ Ray L. Hunt
--------------------------------
Ray L. Hunt