SECOND AMENDMENT TO
HALLIBURTON COMPANY SENIOR EXECUTIVES'
DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 1995
WHEREAS, HALLIBURTON COMPANY (the "Company") has heretofore adopted the
HALLIBURTON COMPANY SENIOR EXECUTIVES' DEFERRED COMPENSATION
PLAN (the "Plan"); and
WHEREAS, the Company desires to amend the Plan;
NOW, THEREFORE, the Plan shall be amended as follows, effective January 1, 1996:
1. The following new Paragraph (J1) shall be added to Article II of the Plan:
"(J1) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended."
2. Article V of the Plan shall be deleted and the following shall be substituted therefor:
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 ERISA, 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 ERISA. 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."
3. As amended hereby, the Plan is specifically ratified and reaffirmed.