1993 STOCK AND INCENTIVE PLAN
As Amended and Restated February 12, 2003
The purpose of the Halliburton Company 1993 Stock and Incentive Plan (the "Plan") is to provide a means
whereby Halliburton Company, a Delaware corporation (the "Company"), and its Subsidiaries may attract,
motivate and retain highly competent employees and to provide a means whereby selected employees can
acquire and maintain stock ownership and receive cash awards, thereby strengthening their concern for the long-
term welfare of the Company. The Plan is also intended to provide employees with additional incentive and
reward opportunities designed to enhance the profitable growth of the Company over the long term. A further
purpose of the Plan is to allow awards under the Plan to Non-employee Directors in order to enhance the
Company's ability to attract and retain highly qualified Directors. Accordingly, the Plan provides for granting
Incentive Stock Options, Options which do not constitute Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock Awards, Performance Awards, Stock Value Equivalent Awards, or any combination of the
foregoing, as is best suited to the circumstances of the particular employee or Non-employee Director as
provided herein. The Plan was established February 18, 1993, has been amended from time to time thereafter,
and effective as of February 12, 2003, is amended and restated to remove the expiration date of the Plan, to
rename the Plan and to make certain other changes.
The following definitions shall be applicable throughout the Plan unless specifically modified by any paragraph:
(a) "Award" means, individually or collectively, any Option, Stock Appreciation Right, Restricted Stock Award,
Performance Award or Stock Value Equivalent Award.
(b) "Award Document" means the relevant award agreement or other document containing the terms and
conditions of an Award.
(c) "Beneficial Owners" shall have the meaning set forth in Rule