
                                                           Exhibit 4.5

                               BROWN & ROOT, INC.
                     EMPLOYEES' RETIREMENT AND SAVINGS PLAN






















                             As Amended and Restated
                             Effective June 1, 1998



<PAGE>



                               BROWN & ROOT, INC.
                     EMPLOYEES' RETIREMENT AND SAVINGS PLAN




                              W I T N E S S E T H :


         WHEREAS, BROWN & ROOT, INC. (the "Company") has  heretofore adopted the
BROWN  &  ROOT,  INC.  EMPLOYEES'  RETIREMENT   AND  SAVINGS  PLAN,  hereinafter
referred to as the "Plan," for the benefit of its employees; and

         WHEREAS,  the Company desires to restate the Plan and to amend the Plan
in  several  respects,   intending  thereby  to  provide  an  uninterrupted  and
continuing program of benefits;

         NOW THEREFORE,  the Plan is hereby  restated in its entirety as follows
with no interruption in time,  effective as of June 1, 1998, except as otherwise
indicated herein:

                                       (i)

<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>                                                                                                             <C>

I.       Definitions and Construction...........................................................................I-1
         1.1      Definitions...................................................................................I-1
                  (1)      Accounts.............................................................................I-1
                  (2)      Act..................................................................................I-1
                  (3)      Active Allocation Participant........................................................I-1
                  (4)      After-Tax Savings Account............................................................I-1
                  (5)      After-Tax Savings Contributions......................................................I-1
                  (6)      Benefit Commencement Date............................................................I-1
                  (7)      Chief Executive Officer..............................................................I-1
                  (8)      Code.................................................................................I-1
                  (9)      Commencement Date....................................................................I-1
                  (10)     Committee............................................................................I-1
                  (11)     Company..............................................................................I-2
                  (12)     Compensation.........................................................................I-2
                  (13)     Controlled Entity....................................................................I-3
                  (14)     Direct Rollover......................................................................I-3
                  (15)     Directors............................................................................I-3
                  (16)     Disabled.............................................................................I-3
                  (17)     Distributee..........................................................................I-3
                  (18)     Early Retirement Date................................................................I-4
                  (19)     Effective Date.......................................................................I-4
                  (20)     Eligible Employee....................................................................I-4
                  (21)     Eligible Retirement Plan.............................................................I-4
                  (22)     Eligible Rollover Distribution.......................................................I-4
                  (23)     Employee.............................................................................I-5
                  (24)     Employer.............................................................................I-5
                  (25)     Employer Contributions...............................................................I-5
                  (26)     Employer Match Account...............................................................I-5
                  (27)     Employer Matching Contributions......................................................I-5
                  (28)     Employer Profit Sharing Contributions................................................I-5
                  (29)     Foreign Subsidiary Corporation.......................................................I-5
                  (30)     Halliburton Stock....................................................................I-5
                  (31)     Highly Compensated Employee..........................................................I-6
                  (32)     Hour of Service......................................................................I-6
                  (33)     Inactive Allocation Participant......................................................I-7
                  (34)     Investment Fund......................................................................I-7
                  (35)     Leased Employee......................................................................I-7
                  (36)     Leave of Absence.....................................................................I-7
                  (37)     Master Trust Agreement...............................................................I-7
                  (38)     Normal Retirement Date...............................................................I-7
                  (39)     One-Year Break-in-Service............................................................I-7
                  (40)     Participant..........................................................................I-7

                                      (ii)

<PAGE>



                  (41)     Participation Service................................................................I-8
                  (42)     Plan.................................................................................I-8
                  (43)     Plan Year............................................................................I-8
                  (44)     Profit Sharing Account...............................................................I-8
                  (45)     Reemployment Commencement Date.......................................................I-8
                  (46)     Retirement...........................................................................I-8
                  (47)     Rollover Account.....................................................................I-8
                  (48)     Rollover Contributions...............................................................I-8
                  (49)     Service Computation Period...........................................................I-8
                  (50)     Tax Deferred Savings Account.........................................................I-8
                  (51)     Tax Deferred Savings Contributions...................................................I-8
                  (52)     Trust................................................................................I-8
                  (53)     Trust Fund...........................................................................I-9
                  (54)     Trustee..............................................................................I-9
                  (55)     Vested Interest......................................................................I-9
                  (56)     Vesting Service......................................................................I-9
                  (57)     Weighted Compensation................................................................I-9

         1.2      Number and Gender.............................................................................I-9
         1.3      Headings......................................................................................I-9
         1.4      Construction..................................................................................I-9

II.      Participation.........................................................................................II-1
         2.1      Eligibility..................................................................................II-1
         2.2      Participation Service........................................................................II-1

III.     Contributions........................................................................................III-1
         3.1      Tax Deferred Savings Contributions..........................................................III-1
         3.2      After-Tax Savings Contributions.............................................................III-2
         3.3      Employer Matching Contributions.............................................................III-3
         3.4      Employer Profit Sharing Contributions.......................................................III-3
         3.5      Restrictions on Employer Matching Contributions and
                  After-Tax Savings Contributions.............................................................III-3
         3.6      Payments to Trustee.........................................................................III-3
         3.7      Return of Contributions.....................................................................III-3
         3.8      Disposition of Excess Deferrals and Excess Contributions....................................III-4
         3.9      Rollover Contributions......................................................................III-5

IV.      Allocations and Limitations...........................................................................IV-1
         4.1      Suspense Account.............................................................................IV-1
         4.2      Records on a Unit Basis......................................................................IV-1
         4.3      Allocation of Contributions and Forfeitures..................................................IV-1
         4.4      Valuation of Accounts........................................................................IV-2
         4.5      Limitations and Corrections..................................................................IV-2


                                      (iii)

<PAGE>



V.       Investment Funds.......................................................................................V-1
         5.1      Investment of Accounts........................................................................V-1
         5.2      Special Investment Provisions.................................................................V-1

VI.      Retirement Benefits...................................................................................VI-1

VII.     Disability Benefits..................................................................................VII-1

VIII.    Severance Benefits and Determination of Vested Interest.............................................VIII-1
         8.1      No Benefits Unless Herein Set Forth........................................................VIII-1
         8.2      Severance Benefit..........................................................................VIII-1
         8.3      Determination of Vested Interest...........................................................VIII-1
         8.4      Crediting of Vesting Service...............................................................VIII-1
         8.5      Forfeiture of Vesting Service..............................................................VIII-2
         8.6      Forfeitures of Nonvested Account Balance...................................................VIII-2
         8.7      Restoration of Forfeited Account Balance...................................................VIII-2
         8.8      Special Formula for Determining Vested Interest for Partial
                  Accounts...................................................................................VIII-3

IX.      Death Benefits........................................................................................IX-1
         9.1      Death Benefits...............................................................................IX-1
         9.2      Designation of Beneficiaries.................................................................IX-1

X.       Time and Form of Payment of Benefits...................................................................X-1
         10.1     Determination of Benefit Commencement Date....................................................X-1
         10.2     Alternative Forms of Benefit for Participants.................................................X-2
         10.3     Alternative Forms of Death Benefit............................................................X-4
         10.4     Cash-Out of Benefit...........................................................................X-4
         10.5     Benefits from Account Balances................................................................X-4
         10.6     Commercial Annuities..........................................................................X-5
         10.7     Unclaimed Benefits............................................................................X-5
         10.8     Benefit Transfer Election.....................................................................X-5
         10.9     Claims Review.................................................................................X-5
         10.10    Mandatory Arbitration.........................................................................X-6

XI.      Withdrawals and Loans.................................................................................XI-1
         11.1     Withdrawals..................................................................................XI-1
         11.2     No Loans.....................................................................................XI-2

XII.     Administration of the Plan...........................................................................XII-1
         12.1     Administration by Committee.................................................................XII-1
         12.2     Procedures..................................................................................XII-1
         12.3     Self-Interest of Members....................................................................XII-1
         12.4     Compensation and Bonding....................................................................XII-1

                                      (iv)

<PAGE>



         12.5     Committee Powers and Duties.................................................................XII-1
         12.6     Employer to Supply Information..............................................................XII-2
         12.7     Accounting..................................................................................XII-2
         12.8     Participants to Furnish Required Information................................................XII-3

XIII.    Administration of Investment Funds..................................................................XIII-1
         13.1     Payment of Expenses........................................................................XIII-1
         13.2     Trust Fund Property........................................................................XIII-1
         13.3     Distributions from Participants' Accounts..................................................XIII-2
         13.4     United States Currency.....................................................................XIII-2

XIV.     Trustee..............................................................................................XIV-1

XV.      Fiduciary Provisions..................................................................................XV-1
         15.1     Article Controls.............................................................................XV-1
         15.2     General Allocation of Fiduciary Duties.......................................................XV-1
         15.3     Fiduciary Duty...............................................................................XV-1
         15.4     Delegation and Allocation of Fiduciary Duties................................................XV-1
         15.5     Indemnification..............................................................................XV-2

XVI.     Amendments...........................................................................................XVI-1

XVII. Discontinuance of Contributions, Termination, Partial
      Termination, and Merger or Consolidation...............................................................XVII-1
         17.1     Right to Terminate.........................................................................XVII-1
         17.2     Procedure in the Event of Discontinuance of Contributions,
                  Termination, or Partial Termination........................................................XVII-1
         17.3     Merger, Consolidation or Transfer..........................................................XVII-1
         
XVIII. Participating Employers..............................................................................XVIII-1
         18.1     Designation of Other Employers. ..........................................................XVIII-1
         18.2     Single Plan...............................................................................XVIII-2

XIX.     Miscellaneous........................................................................................XIX-1
         19.1     Not Contract of Employment..................................................................XIX-1
         19.2     Payments Solely from Trust Fund.............................................................XIX-1
         19.3     Alienation of Interest Forbidden............................................................XIX-1
         19.4     Uniformed Services Employment and Reemployment Rights
                  Act Requirements............................................................................XIX-1
         19.5     No Benefits to the Employer.................................................................XIX-1
         19.6     Power of Attorney...........................................................................XIX-1
         19.7     Severability................................................................................XIX-3
         19.8     Jurisdiction................................................................................XIX-4
         19.9     Payments to Minors and Incompetents.........................................................XIX-4

                                       (v)

<PAGE>



         19.10    Participant's Address.......................................................................XIX-4

XX.      Top-Heavy Status......................................................................................XX-1
         20.1     Article Controls.............................................................................XX-1
         20.2     Definitions..................................................................................XX-1
         20.3     Top-Heavy Status.............................................................................XX-2
         20.4     Termination of Top-Heavy Status..............................................................XX-4
         20.5     Effect of Article............................................................................XX-4


                                      (vi)
</TABLE>

<PAGE>



                                       I.

                          Definitions and Construction

         1.1  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.

(1)      Accounts: The total of the amounts credited to a Participant's Employer
         Match  Account,  Profit Sharing  Account,  After-Tax  Savings  Account,
         Rollover Account and Tax Deferred Savings Account. All amounts credited
         to a Participant's  Regular Savings Account prior to the Effective Date
         shall be credited to such Participant's After-Tax Savings Account as of
         the  Effective  Date.  All amounts  credited to a  Participant's  Super
         Savings  Account prior to the Effective  Date shall be credited to such
         Participant's Tax Deferred Savings Account as of the Effective Date.

(2)      Act: The "Employee Retirement Income Security Act of 1974, as amended."

(3)      Active Allocation  Participant:  For a Plan Year, a Participant who (A)
         is an Eligible  Employee  and not on a Leave of Absence on the last day
         of such Plan Year,  (B) transfers to the employ of a Controlled  Entity
         other than the  Employer  during  such Plan Year and is  employed  by a
         Controlled Entity and not on a Leave of Absence on the last day of such
         Plan Year, or (C) (i) terminated employment during such Plan Year on or
         after his Early Retirement Date or by reason of Disability or death and
         (ii) whose  Accounts had not been totally  distributed on or before the
         last day of such Plan Year.

(4)      After-Tax Savings Account:  An individual  account for each Participant
         which is credited with his After-Tax Savings Contributions and which is
         credited (or debited) with such account's  allocation of net income (or
         net loss) and changes in value of the Trust Fund.

(5)      After-Tax Savings Contributions:  Contributions made to the Plan by the
         Participants   in   accordance   with   their   elections  pursuant  to
         Section 3.2.

(6)      Benefit  Commencement  Date:   With  respect  to  each  Participant  or
         beneficiary,  the  first  day  of  the  first  period  for  which  such
         Participant's or beneficiary's benefit is payable to him from the Trust
         Fund.

(7)      Chief  Executive  Officer:   The Chief Executive Officer of Halliburton
         Company.

(8)      Code:  The Internal Revenue Code of 1986, as amended.

(9)      Commencement  Date:   The date on which an individual first performs an
         Hour of Service.

(10)     Committee:  The Halliburton Company Benefits Committee appointed by the
         Chief Executive Officer.


                                       I-1

<PAGE>



(11)     Company:  Brown & Root, Inc.

(12)     Compensation:  The total of all wages, salaries,  fees for professional
         service and other amounts  received in cash or in kind by a Participant
         for  services  actually  rendered or labor  performed  for the Employer
         while a  Participant  and an Employee  to the extent  such  amounts are
         includable in gross income,  subject to the following  adjustments  and
         limitations:

         (A)      The following shall be excluded:

                  (i)      geographic coefficient allowances;

                  (ii)     reimbursements or other expense allowances;

                  (iii)    cash and noncash fringe benefits;

                  (iv)     moving expenses;

                  (v)      Employer  contributions  to or payments  from this or
                           any other deferred  compensation program whether such
                           program is qualified under section 401(a) of the Code
                           or nonqualified;

                  (vi)     welfare benefits;

                  (vii)    amounts  realized  from the  receipt or exercise of a
                           stock option  which is not an incentive  stock option
                           within the meaning of section 422 of the Code;

                  (viii)   amounts  realized at the time  property  described in
                           section 83 of the Code is freely  transferable  or no
                           longer subject to a substantial risk of forfeiture;

                  (ix)     amounts realized as a result of an election described
                           in section 83(b) of the Code;

                  (x)      any  amount  realized as  a result of a disqualifying
                           disposition  within  the meaning of section 421(a) of
                           the Code;

                  (xi)     any other amounts which receive  special tax benefits
                           under the Code but are not  hereinafter included; and

                  (xii)    dividends  received by a Participant  with respect to
                           Halliburton Stock held by such Participant while such
                           Halliburton Stock is subject to a substantial risk of
                           forfeiture,  within the  meaning of section 83 of the
                           Code,  if the  Participant  did not make an  election
                           described  in section  83(b) of the Code with respect
                           to such Halliburton Stock.

         (B)      The following shall be included:


                                       I-2

<PAGE>



                  (i)      elective contributions made on a Participant's behalf
                           by the  Employer  that are not  includable  in income
                           under section 125, section 402(e)(3),  section 402(h)
                           or section 403(b) of the Code;

                  (ii)     compensation  deferred  under  an  eligible  deferred
                           compensation  plan  within  the  meaning  of  section
                           457(b) of the Code; and

                  (iii)    employee contributions described in section 414(h) of
                           the Code that are picked up by the employing unit and
                           are treated as employer contributions.

         (C)      The  Compensation  of any  Participant  taken into account for
                  purposes of the Plan shall be limited to $160,000 for any Plan
                  Year with such limitation to be:

                  (i)      adjusted  automatically  to reflect any amendments to
                           section 401(a)(17) of the Code and any cost-of-living
                           increases  authorized  by  section  401(a)(17) of the
                           Code; and

                  (ii)     prorated  for a Plan Year of less than twelve  months
                           and to the extent  otherwise  required by  applicable
                           law.

(13)     Controlled  Entity:  Each  corporation that is a member of a controlled
         group  of   corporations,   within  the  meaning  of  section   1563(a)
         (determined without regard to sections 1563(a)(4) and 1563(e)(3)(C)) of
         the Code,  of which the  Employer  is a member,  each trade or business
         (whether or not  incorporated)  with which the Employer is under common
         control  and each member of an  affiliated  service  group,  within the
         meaning  of  section  414(m) of the Code,  of which the  Employer  is a
         member.

(14)     Direct Rollover:   A payment by the Plan to an Eligible Retirement Plan
         designated by a Distributee.

(15)     Directors:  The Board of Directors of Halliburton Company.

(16)     Disabled:  Physically or mentally  incapable of  performing  either the
         Participant's  usual  duties as an Employee  or any other  duties as an
         Employee  that the Employer  reasonably  makes  available and likely to
         remain so Disabled  continuously and permanently,  as determined by the
         Employer.  The Employer may require proof of Disability in such form as
         the Employer shall decide, including the certificate of a duly licensed
         physician selected by the Employer.

(17)     Distributee:  Each (A)  Participant  entitled to an  Eligible  Rollover
         Distribution,  (B)  Participant's  surviving spouse with respect to the
         interest of such surviving spouse in an Eligible Rollover  Distribution
         and (C) former spouse of a Participant who is the alternate payee under
         a qualified  domestic  relations order, as defined in section 414(p) of
         the Code,  with  regard to the  interest  of such  former  spouse in an
         Eligible Rollover Distribution.


                                       I-3

<PAGE>



(18)     Early  Retirement  Date:   The  earlier  of  (A) the date a Participant
         attains  the age of fifty-five or (B) the date on which the sum of such
         Participant's age and his years of Vesting Service equals seventy.

(19)     Effective  Date:  June 1,  1998,  as to this  restatement  of the Plan,
         except (A) as otherwise  indicated in specific  provisions of the Plan,
         (B) that  provisions of the Plan required to have an earlier  effective
         date by applicable  statute and/or  regulation shall be effective as of
         the required  effective date in such statute and/or  regulation and (C)
         that  the   definitions   of   "Employment   Commencement   Date"   and
         "Reemployment   Commencement   Date"  as  in  effect   under  the  Plan
         immediately  prior to September 1, 1997, rather than the definitions of
         "Commencement  Date" and  "Reemployment  Commencement  Date"  contained
         herein, shall apply to a Participant who completed one or more years of
         Participation   Service  prior  to  September  1,  1997,   unless  such
         Participant  forfeited  such  Participation  Service  pursuant  to  the
         provisions of Section 2.2(b) of the Plan on or after September 1, 1997.

(20)     Eligible Employee: Each Employee other than (A) an Employee whose terms
         and  conditions of employment  are governed by a collective  bargaining
         agreement between a collective  bargaining unit and the Employer unless
         such  agreement  provides for coverage of such Employee under the Plan,
         (B) a nonresident alien who receives no earned income from the Employer
         that constitutes  income from sources within the United States,  (C) an
         Employee covered by any other funded plan of deferred compensation of a
         foreign  subsidiary  of the  Employer  (whether or not such  subsidiary
         meets  the  definition  of a  "Foreign  Subsidiary  Corporation")  with
         respect to employment in the United  States,  (D) any Employee who is a
         Leased  Employee  or  who  is  designated,   compensated  or  otherwise
         classified by the Employee as a Leased Employee and (E) an Employee who
         is accruing benefits under the Brown & Root Hourly  Employees'  Pension
         Plan.  Notwithstanding  any provision of the Plan to the  contrary,  no
         individual  who is designated,  compensated or otherwise  classified or
         treated by the Employer as an independent  contractor shall be eligible
         to become a Participant in the Plan.

(21)     Eligible  Retirement Plan: (A) With respect to a Distributee other than
         a surviving  spouse,  an  individual  retirement  account  described in
         section 408(a) of the Code, an individual  retirement annuity described
         in section  408(b) of the Code,  an annuity  plan  described in section
         403(a) of the Code or a qualified  plan  described in section 401(a) of
         the Code,  that under its  provisions  and  applicable law may accept a
         Distributee's Eligible Rollover Distribution, and (B) with respect to a
         Distributee who is a surviving spouse, an individual retirement account
         described  in  Section  408(a)  of the  Code or  individual  retirement
         annuity described in Section 408(b) of the Code.

(22)     Eligible Rollover Distribution:  Any distribution of all or any portion
         of the Accounts of a Distributee  other than (A) a distribution that is
         one of a series of  substantially  equal  periodic  payments  (not less
         frequently than annually) made for the life (or life expectancy) of the
         Distributee  or the joint  lives (or joint  life  expectancies)  of the
         Distributee  and  the  Distributee's  designated  beneficiary  or for a
         specified period of ten years or more, (B) a distribution to the extent
         such  distribution is required under section 401(a)(9) of the Code, (C)
         the portion of a  distribution  that is not  includable in gross income
         (determined without

                                       I-4

<PAGE>



         regard to the exclusion for net unrealized appreciation with respect to
         employer  securities),  (D) any  corrective  distribution  provided  in
         Section  3.8  and (E)  any  other  distribution  so  designated  by the
         Internal  Revenue  Service  in  revenue  rulings,  notices,  and  other
         guidance of general applicability.

(23)     Employee:  Any  individual  employed  by the  Employer  or  any  Leased
         Employee.  For purposes of this  definition,  a United  States  citizen
         employed  by a Foreign  Subsidiary  Corporation  of the  Employer  with
         respect to which the following conditions are met shall be deemed to be
         an Employee,  subject to the  requirements and restrictions of sections
         406 and 407 of the Code:

         (A)      The Employer  has entered  into an  agreement  with the United
                  States Treasury Department to pay employer and employee Social
                  Security taxes with respect to the compensation  received from
                  such  Foreign  Subsidiary  Corporation  by all  United  States
                  citizens employed by such Foreign  Subsidiary  Corporation and
                  which agreement has not been terminated; and

         (B)      The United States citizen employed by such Foreign  Subsidiary
                  Corporation  is not  covered  under any other  funded  plan of
                  deferred compensation to which any individual or legal entity,
                  other  than the  Employer,  contributes  with  respect  to the
                  remuneration  paid to such person by such  Foreign  Subsidiary
                  Corporation.

(24)     Employer:   The  Company  and  each  entity that has been designated to
         participate in the Plan pursuant to the provisions of Article XVIII.

(25)     Employer  Contributions:   The total of Employer Matching Contributions
         and Employer Profit Sharing Contributions.

(26)     Employer  Match  Account:  An individual  account for each  Participant
         which is credited with the Employer Matching Contributions made on such
         Participant's  behalf  and which is  credited  (or  debited)  with such
         account's  allocation  of net income (or net loss) and changes in value
         of the Trust Fund.

(27)     Employer Matching Contributions:  Contributions made to the Plan by the
         Employer pursuant to Section 3.3.

(28)     Employer Profit  Sharing Contributions:  Contributions made to the Plan
         by the Employer pursuant to Section 3.4.

(29)     Foreign Subsidiary Corporation: (A) A foreign corporation not less than
         20% of the  voting  stock of which  is owned by the  Employer  or (B) a
         foreign corporation more than 50% of the voting stock of which is owned
         by the foreign corporation described in (A) above.

(30)     Halliburton Stock:  The common stock of Halliburton Company.


                                       I-5

<PAGE>



(31)     Highly Compensated Employee: Each Employee who performs services during
         the Plan Year for which  the determination of who is highly compensated
         is being made (the "Determination Year") and who:

         (A)      Is a five-percent owner of the Employer (within the meaning of
                  section  416(i)(1)(A)(iii) of the Code) at any time during the
                  Determination  Year  or the  twelve-month  period  immediately
                  preceding the Determination Year (the "Look-Back Year"); or

         (B)      For the Look-Back Year:

                  (i)      receives  compensation (within the meaning of section
                           414(q)(4) of the Code; "compensation" for purposes of
                           this  Paragraph)  in excess  of  $80,000  (with  such
                           amount to be  adjusted  automatically  to reflect any
                           cost-of-living   adjustments  authorized  by  section
                           414(q)(1) of the Code) during the Look-Back Year; and

                  (ii)     if the  Committee  elects  the  application  of  this
                           clause for such  Look-Back  Year,  is a member of the
                           top 20% of Employees  for the  Look-Back  Year (other
                           than Employees  described in section 414(q)(5) of the
                           Code)  ranked on the basis of  compensation  received
                           during the year.

         For purposes of the preceding  sentence,  (i) all employers  aggregated
         with the Employer  under  section  414(b),  (c), (m) or (o) of the Code
         shall be treated as a single  employer  and (ii) a former  Employee who
         had a separation year (generally,  the Determination Year such Employee
         separates from service) prior to the Determination  Year and who was an
         active Highly  Compensated  Employee for either such separation year or
         any Determination  Year ending on or after such Employee's  fifty-fifth
         birthday shall be deemed to be a Highly  Compensated  Employee.  To the
         extent  that the  provisions  of this  Paragraph  are  inconsistent  or
         conflict  with the  definition of a "highly  compensated  employee" set
         forth  in  section  414(q)  of the Code  and the  Treasury  Regulations
         thereunder,  the relevant terms and provisions of section 414(q) of the
         Code and the Treasury Regulations thereunder shall govern and control.

(32)     Hour of  Service:  Each hour for which an  individual  is  directly  or
         indirectly  paid,  or  entitled  to  payment,  by  the  Employer  or  a
         Controlled  Entity for the  performance  of duties or for reasons other
         than the performance of duties;  provided,  however,  that no more than
         501 Hours of Service  shall be credited to an  individual on account of
         any continuous period during which he performs no duties. Such Hours of
         Service shall be credited to the individual for the Service Computation
         Period in which such duties were  performed  or in which  occurred  the
         period during which no duties were  performed.  An Hour of Service also
         includes  each  hour,   not  credited   above,   for  which  back  pay,
         irrespective  of  mitigation  of damages,  has been  either  awarded or
         agreed  to by the  Employer  or a  Controlled  Entity.  These  Hours of
         Service shall be credited to the individual for the Service Computation
         Period to which the award or agreement pertains rather than the Service
         Computation Period in which the award,  agreement,  or payment is made.
         The number of Hours of Service to be credited to an individual  for any
         Service Computation Period shall be governed by 29 CFR

                                       I-6

<PAGE>



         ss.ss.  2530.200b-2(b) and (c). Hours of Service shall also include any
         hours  required to be credited by federal law other than the Act or the
         Code,  but only under the  conditions  and to the extent so required by
         such federal law.

(33)     Inactive  Allocation  Participant:   For a Plan Year, a Participant who
         (A)  is  not  an  Active  Allocation  Participant  and (B) whose Vested
         Interest  in his Accounts had not been totally distributed on or before
         the last day of such Plan Year.

(34)     Investment Fund:  A portion of the Trust Fund which is invested in a
         specified manner described in Section 5.1.

(35)     Leased Employee: Any person who is not an employee of the Employer or a
         Controlled  Entity but who  performs  services  for the  Employer  or a
         Controlled  Entity pursuant to an agreement  (oral or written)  between
         the  Employer  or a  Controlled  Entity and any  leasing  organization,
         provided that such person has performed  such services for the Employer
         or a Controlled  Entity or for related  persons  (within the meaning of
         section 144(a)(3) of the Code) on a substantially full-time basis for a
         period  of at least  one year and such  services  are  performed  under
         primary direction or control by the Employer or a Controlled Entity.

(36)     Leave of  Absence:  Absence  from  employment  with the  Employer  or a
         Controlled  Entity  which  is in  conformity  with the  policy  of such
         Employer or Controlled Entity then in effect.

(37)     Master  Trust  Agreement:   The  Halliburton  Company  Employee Benefit
         Master Trust Agreement, as amended from time to time.

(38)     Normal  Retirement  Date:   The  date  a Participant attains the age of
         sixty-five.

(39)     One-Year  Break-in-Service:  A Service  Computation Period during which
         the  individual  has no more  than 500  Hours of  Service.  Solely  for
         purposes  of  determining  whether  a  One-Year   Break-in-Service  has
         occurred,  an Hour of Service shall include each normal work hour,  not
         otherwise  credited in Section  1.1(32),  during which an individual is
         absent from work by reason of the individual's pregnancy,  the birth of
         a child of the individual, the placement of a child with the individual
         in connection with the adoption of such child by the individual, or for
         purposes of caring for such child for the period immediately  following
         such birth or placement.  The Committee may in its discretion  require,
         as a condition to the crediting of Hours of Service under the preceding
         sentence,   that  the  individual   furnish   appropriate   and  timely
         information  to the  Committee  establishing  the  reason  for any such
         absence.  Such Hours of Service shall be credited to the individual for
         the  computation  period in which the absence  from work begins if such
         crediting  is  necessary  to  prevent  the  occurrence  of  a  One-Year
         Break-in-Service  in such computation  period;  otherwise such Hours of
         Service  shall be  credited  to the  individual  in the next  following
         computation period.

(40)     Participant:  Any individual who has met the eligibility requirements
         for participation in the Plan.


                                       I-7

<PAGE>



(41)     Participation  Service:   The  measure  of  service used in determining
         an  Employee's  eligibility  to  participate  in the Plan as determined
         pursuant to Section 2.2.

(42)     Plan:  The  Brown  & Root, Inc. Employees' Retirement and Savings Plan,
         as amended from time to time.

(43)     Plan Year:  The twelve-consecutive month period commencing January 1 of
         each year.

(44)     Profit  Sharing  Account:  An individual  account for each  Participant
         which is credited with the Employer Profit Sharing  Contributions  made
         on such Participant's behalf and such Participant's  repayment, if any,
         to the  Plan  made in  accordance  with  Section  8.3(a)  and  which is
         credited (or debited) with such account's  allocation of net income (or
         net loss) and changes in value of the Trust Fund.

(45)     Reemployment  Commencement   Date:   The   first  date  upon  which  an
         individual performs an Hour of Service following the forfeiture of such
         Participant's  Vesting  Service  pursuant  to the provisions of Section
         8.5.

(46)     Retirement:   With  respect  to  each  Participant,  termination of his
         employment with the Employer on or after his Early Retirement Date.

(47)     Rollover Account:  An individual  account for each Participant which is
         credited  with the  Rollover  Contributions  of such  Participant  made
         pursuant  to  Section  3.9 and which  are not  credited  to his  Profit
         Sharing  Account.  A  Participant's  Rollover  Account  shall  also  be
         credited (or debited) with such account's  allocation of net income (or
         net loss) and changes in value of the Trust Fund.

(48)     Rollover  Contributions:  Contributions  made  by  an Eligible Employee
         pursuant to Section 3.9.

(49)     Service  Computation  Period:   The  twelve-consecutive  month  periods
         commencing  on  an  individual's  Commencement  Date  (or  Reemployment
         Commencement  Date,  if  applicable)  and on each annual anniversary of
         such date.

(50)     Tax  Deferred   Savings  Account:   An  individual   account  for  each
         Participant   which  is  credited   with  the  Tax   Deferred   Savings
         Contributions  made by the  Employer on such  Participant's  behalf and
         which is credited (or debited)  with such  account's  allocation of net
         income (or net loss) and changes in value of the Trust Fund.

(51)     Tax Deferred Savings  Contributions:  Contributions made to the Plan by
         the  Employer  on  a  Participant's   behalf  in  accordance  with  the
         Participant's   elections  to  defer   Compensation  under  the  Plan's
         qualified cash or deferred arrangement as described in Section 3.1.

(52)     Trust: The trust  established  herein to hold and invest  contributions
         made  under  the  Plan  and  from  which  the  Plan  benefits  will  be
         distributed.


                                       I-8

<PAGE>



(53)     Trust  Fund:   The funds and properties held pursuant to the provisions
         of  the  Master  Trust  Agreement  for  the  use  and  benefit  of  the
         Participants, together with all income, profits and increments thereto.

(54)     Trustee:  The trustee or trustees qualified and acting under the Master
         Trust Agreement at any time.

(55)     Vested  Interest:   The  portion  of  a  Participant's  Accounts which,
         pursuant to the Plan, is nonforfeitable.

(56)     Vesting  Service:   The  measure  of  service  used  in  determining  a
         Participant's Vested Interest as determined pursuant to Section 8.4.

(57)     Weighted   Compensation:   The  amount   determined  by  multiplying  a
         Participant's  Compensation  for a Plan Year by the  following  factor,
         based on such Participant's years of Vesting Service as of the last day
         of the Participant's Service Computation Period which ends in such Plan
         Year:

<TABLE>
<CAPTION>

               Years of Vesting Service                                Factor
               <S>                                                     <C>

               Under 4 years                                            1/2
               At least 4 years but under 10 years                       1
               At least 10 years but under 15 years                      2
               At least 15 years but under 20 years                      3
               20 or more years                                          4

</TABLE>

         1.2 Number and Gender.  Wherever  appropriate herein, words used in the
singular  shall be considered to include the plural and words used in the plural
to include the singular.  The  masculine  gender,  where  appearing in the Plan,
shall be deemed to include the feminine gender.

         1.3 Headings. The headings of Articles and Sections herein are included
solely for  convenience  and if there is any conflict  between such headings and
the text of the Plan, the text shall control.

         1.4 Construction.  It is intended that the Plan be qualified within the
meaning  of Section  401(a) of the Code and that the Trust be tax  exempt  under
Section  501(a) of the Code,  and all  provisions  herein  shall be construed in
accordance with such intent.

                                       I-9

<PAGE>



                                       II.

                                  Participation

         2.1 Eligibility. Each Eligible Employee shall become a Participant upon
the day following the date on which such Eligible Employee completes one year of
Participation Service.
Notwithstanding the foregoing:

                  (a)      An  Eligible  Employee  who  was a Participant in the
         Plan  on the day prior to the Effective Date shall remain a Participant
         as of the Effective Date;

                  (b) An Employee who has  completed  one year of  Participation
         Service but who has not become a Participant in the Plan because he was
         not an Eligible  Employee  shall be eligible to become a Participant in
         the Plan immediately upon becoming an Eligible  Employee as a result of
         a change in his employment status;

                  (c) Except as provided  in  Paragraph  (d) below,  an Eligible
         Employee who was a Participant  in the Plan prior to a  termination  of
         employment  shall be reinstated as a Participant  upon his reemployment
         as an Eligible Employee.

                  (d) An Employee  whose  Participation  Service is  disregarded
         pursuant to Section  2.2(b) shall be treated as a newly hired  Employee
         following the loss of such prior Participation Service.

                  (e) A  Participant  who ceases to be an Eligible  Employee but
         remains an  Employee  shall  continue to be a  Participant  but, on and
         after the date he ceases to be an Eligible Employee, he shall no longer
         be entitled to defer  Compensation  hereunder,  share in allocations of
         Employer Contributions and forfeitures or contribute to the Plan unless
         and until he shall again become an Eligible Employee.

         2.2      Participation Service.

                  (a) Subject to the  provisions  of  Paragraph  (b) below,  the
completion of 1,000 or more Hours of Service during a Service Computation Period
shall constitute one year of Participation Service.

                  (b) If an Employee who has a 0% Vested  Interest in his Profit
Sharing Account incurs a number of consecutive One-Year  Breaks-in-Service  that
equals or exceeds the greater of five years or his aggregate  number of years of
Participation  Service before such One-Year  Breaks-in-Service,  such Employee's
Participation Service completed prior to such One-Year  Breaks-in-Service  shall
be disregarded.



                                      II-1

<PAGE>



                                      III.

                                  Contributions

         3.1      Tax Deferred Savings Contributions.

                  (a) A Participant may elect to defer an integral percentage of
his Compensation for a Plan Year by having the Employer contribute the amount so
deferred to the Plan;  provided,  however,  that the maximum deferral percentage
that may be  elected  by a  Participant  shall  not  exceed  15% or such  lesser
percentage  as may be specified by the  Committee  for such purpose and for such
Plan Year (as such  percentage may be changed from time to time during such Plan
Year by the Committee to the extent it deems such change necessary and proper to
facilitate the administration of the Plan).  Compensation for a Plan Year not so
deferred  by such  election  shall be received by such  Participant  in cash.  A
Participant's  election to defer an amount of his Compensation  pursuant to this
Section shall be made by the Participant authorizing his Employer, in the manner
and  within  the  time  period  prescribed  by  the  Committee,  to  reduce  his
Compensation in the elected amount and the Employer,  in consideration  thereof,
agrees to contribute an equal amount to the Plan. The Compensation elected to be
deferred by a  Participant  pursuant to this Section  shall become a part of the
Employer's Tax Deferred Savings Contributions.

                  (b) A  Participant's  deferral  election shall remain in force
and effect for all periods  following the effective  date of such election until
such election is modified or terminated or until such Participant terminates his
employment,   provided  that  the   Committee   may   establish   procedures  to
automatically   reinstate  a  Participant's   election  upon   reemployment.   A
Participant  who has elected to defer a portion of his  Compensation  may change
his  deferral  election  percentage  (within the  percentage  limit  established
pursuant to Paragraph  (a) above) by  communicating  such new deferral  election
percentage  to his Employer in the manner and within the time period  prescribed
by the Committee.

                  (c)  A  Participant  may  cancel  his  deferral   election  by
communicating  such cancel  lation to his  Employer in the manner and within the
time  period  prescribed  by the  Committee.  A  Participant  who so cancels his
deferral  election  may again  elect to defer a portion of his  Compensation  by
communicating his new deferral election  percentage (within the percentage limit
established  pursuant to Paragraph  (a) above) to his Employer in the manner and
within the time period prescribed by the Committee.

                  (d) In restriction of the Participants'  elections provided in
Paragraphs (a), (b), and (c) above, the Tax Deferred Savings  Contributions  and
the  elective  deferrals  (within the meaning of section  402(g)(3) of the Code)
under all other plans, contracts,  and arrangements of the Employer on behalf of
any  Participant for any calendar year shall not exceed $7,000 (with such amount
to  be  adjusted   automatically  to  reflect  any  cost-of-living   adjustments
authorized by section 402(g)(5) of the Code).

                  (e) In  further  restriction  of the  Participants'  elections
provided in Paragraphs (a), (b) and (c) above, it is specifically  provided that
one of the "actual deferral percentage" tests set forth

                                      III-1

<PAGE>



in section 401(k)(3) of the Code and the Treasury Regulations thereunder must be
met in each Plan Year.  Such testing shall utilize the prior year testing method
as such term is defined in Internal  Revenue Service Notice 98-11. The Committee
may elect, in accordance with applicable Treasury Regulations, to treat Employer
Matching Contributions to the Plan as Tax Deferred Savings Contributions for the
purposes  of meeting  these  requirements.  If multiple  use of the  alternative
limitation  (within the meaning of section  401(m)(9)  of the Code and  Treasury
Regulation ss.  1.401(m)-2(b)) occurs during a Plan Year such multiple use shall
be  corrected in  accordance  with the  provisions  of Treasury  Regulation  ss.
1.401(m)-2(c); provided, however, that if such multiple use is not eliminated by
making  qualified  nonelective  contributions,  then  the  "actual  contribution
percentages" of all Highly Compensated Employees participating in the Plan shall
be reduced,  and the excess  contributions  distributed,  in accordance with the
provisions of Section 3.8(c) and applicable  Treasury  Regulations so that there
is no such multiple use.

                  (f) If the  restrictions  set  forth in  Paragraph  (d) or (e)
above would not otherwise be met for any Plan Year,  the  Compensation  deferral
elections made pursuant to Paragraphs (a), (b) and (c) above of Participants who
are Highly Compensated  Employees may be reduced by the Committee on a temporary
and prospective basis in such manner as the Committee shall determine.


                  (g)  The  Employer  shall  contribute  to  the  Trust,  as Tax
Deferred Savings Contributions with respect to each Participant, an amount equal
to the amount of Compensation elected to be deferred, pursuant to Paragraphs (a)
and (b) above (as adjusted pursuant to Paragraph (f) above), by such Participant
during such month. Such contributions,  as well as the contributions pursuant to
Sections  3.3 and 3.4,  shall be made without  regard to current or  accumulated
profits of the Employer.  Notwithstanding the foregoing, the Plan is intended to
qualify as a profit sharing plan for purposes of sections  401(a),  402, 412 and
417 of the Code.

         3.2      After-Tax Savings Contributions.

                  (a)  After-Tax   Savings   Contributions  may  be  made  by  a
Participant by either  authorizing  the Employer to withhold such  contributions
from  his  Compensation  as of  each  payroll  period  or by  making  nonpayroll
deduction,  lump sum After-Tax Savings Contributions as of the date specified by
the Committee and in accordance  with its rules. A Participant may contribute to
the Plan, as his payroll deduction After-Tax Savings Contributions,  an integral
percentage of his Compensation  which, when added to the integral  percentage of
his  Compensation  for  such  Plan  Year  designated  as  Tax  Deferred  Savings
Contributions, does not exceed 15% or such lesser percentage as may be specified
by the Committee for such purpose and for such Plan Year (as such percentage may
be  changed  from time to time  during  such Plan Year by the  Committee  to the
extent  it  deems  such  change   necessary   and  proper  to   facilitate   the
administration  of the Plan).  Each Participant may elect the amount (within the
percentage limits of this Paragraph) of his payroll deduction  After-Tax Savings
Contributions  by  communicating  such amount to his  Employer in the manner and
within the time period prescribed by the Committee.  A Participant's election to
make payroll deduction After-Tax Savings  Contributions shall be effective as of
the  first day of any  payroll  period  which is after  the date upon  which the
Participant has timely  communicated  his election to his Employer in accordance
with the provisions of the preceding sentence.


                                      III-2

<PAGE>



                  (b) A  Participant  may  change  the  amount  of  his  payroll
deduction  After-Tax  Savings  Contributions  (within the percentage  limits set
forth in  Paragraph  (a)  above)  effective  as of the first day of any  payroll
period by communicating  his new payroll  deduction  election  percentage to his
Employer in the manner and within the time period prescribed by the Committee.

                  (c) A Participant may suspend his payroll deduction  After-Tax
Savings  Contributions  effective  as of the first day of any payroll  period by
communicating  such suspension to his Employer in the manner and within the time
period  prescribed  by the  Committee.  A  Participant  may again  elect to make
payroll deduction After-Tax Savings Contributions, effective as of the first day
of any payroll  period,  by  communicating  his new payroll  deduction  election
percentage  to his Employer in the manner and within the time period  prescribed
by the Committee.

                  (d) If the  restrictions  set forth in  Section  3.5 would not
otherwise be met for any Plan Year, the After-Tax Savings Contribution elections
made  pursuant to  Paragraphs  (a),  (b) and (c) above of  Participants  who are
Highly Compensated  Employees may be reduced by the Committee on a temporary and
prospective basis in such manner as the Committee shall determine.

         3.3  Employer  Matching  Contributions.  For each payroll  period,  the
Employer shall contribute to the Trust, as Employer Matching  Contributions,  an
amount which equals 25% of the Tax Deferred Savings  Contributions made pursuant
to Section 3.1 on behalf of each of the Participants during such payroll period;
provided,  however,  that the Employer  Matching  Contributions on behalf of any
Participant for any Plan Year shall not exceed $250.

         3.4 Employer  Profit  Sharing  Contributions.  For each Plan Year,  the
Employer  may   contribute  to  the  Trust,   as  an  Employer   Profit  Sharing
Contribution,  an additional  amount as determined in its discretion;  provided,
however,  that the Employer shall contribute the amount required to be allocated
pursuant to Section 4.3(e) for a Plan Year.

         3.5  Restrictions  on Employer  Matching  Contributions  and  After-Tax
Savings  Contributions.   In  restriction  of  the  Employer  Contributions  and
After-Tax Savings Contributions  hereunder, it is specifically provided that one
of the "actual contribution percentage" tests set forth in section 401(m) of the
Code and the Treasury Regulations thereunder must be met in each Plan Year. Such
testing shall  utilize the prior year testing  method as such term is defined in
Internal  Revenue  Service Notice 98-1.  The Committee may elect,  in accordance
with   applicable   Treasury   Regulations,   to  treat  Tax  Deferred   Savings
Contributions  to the Plan as Employer  Matching  Contributions  for purposes of
meeting this requirement.

         3.6 Payments to Trustee.  Contributions under the Plan shall be paid by
the  Employer  directly to the Trustee as soon as  practicable.  On or about the
date of any such payment,  the  Committee  shall be informed as to the amount of
such payment.

         3.7  Return  of   Contributions.   Anything  to  the  contrary   herein
notwithstanding,  the Employer's  contributions  to the Plan are contingent upon
the  deductibility of such  contributions  under section 404 of the Code. To the
extent that a deduction for  contributions  is  disallowed,  such  contributions
shall,  upon the written demand of the Employer,  be returned to the Employer by
the Trustee within one year after the date of  disallowance,  reduced by any net
losses of the Trust Fund

                                      III-3

<PAGE>



attributable  thereto but not  increased  by any net  earnings of the Trust Fund
attributable  thereto.  Moreover,  if  Employer  contributions  are made under a
mistake  of fact,  such  contributions  shall,  upon the  written  demand of the
Employer,  be returned to the Employer by the Trustee  within one year after the
payment  thereof,  reduced  by any net  losses  of the Trust  Fund  attributable
thereto but not  increased  by any net  earnings of the Trust Fund  attributable
thereto.

         3.8      Disposition of Excess Deferrals and Excess Contributions.

                  (a) Anything to the contrary herein  notwithstanding,  any Tax
Deferred  Savings  Contributions  to the Plan for a calendar year on behalf of a
Participant  in excess of the  limitations  set forth in Section  3.1(d) and any
"excess deferrals" from other plans allocated to the Plan by such Participant no
later than March 1 of the next  following  calendar  year within the meaning of,
and pursuant to the  provisions  of,  section  402(g)(2)  of the Code,  shall be
distributed  to such  Participant  not later than April 15 of the next following
calendar year.

                  (b) Anything to the contrary herein  notwithstanding,  if, for
any Plan Year,  the aggregate  Tax Deferred  Savings  Contributions  made by the
Employer on behalf of Highly Compensated Employees exceeds the maximum amount of
Tax  Deferred  Savings   Contributions   permitted  on  behalf  of  such  Highly
Compensated  Employees  pursuant to Section  3.1(e)  (determined by reducing Tax
Deferred  Savings  Contributions  on behalf of Highly  Compensated  Employees in
order of the  highest  dollar  amounts  contributed  on  behalf  of such  Highly
Compensated  Employees in accordance  with section  401(k)(8)(C) of the Code and
the Treasury Regulations  thereunder),  then such excess shall be distributed to
the Highly  Compensated  Employees on whose  behalf such excess was  contributed
before the end of the next following Plan Year.

                  (c) Anything to the contrary herein  notwithstanding,  if, for
any Plan Year,  the sum of the aggregate  Employer  Matching  Contributions  and
After-Tax Savings Contributions  allocated to the Accounts of Highly Compensated
Employees exceeds the maximum amount of such Employer Matching Contributions and
After-Tax Savings  Contributions  permitted on behalf of such Highly Compensated
Employees  pursuant to Section 3.5  (determined  by reducing,  first,  After-Tax
Savings Contributions made by, and second,  Employer Matching Contributions made
on behalf  of,  Highly  Compensated  Employees  in order of the  highest  dollar
amounts  contributed  by and on behalf of such Highly  Compensated  Employees in
accordance  with  section  401(m)(6)(C)  of the  Code and  Treasury  Regulations
thereunder),  then such excess shall be  distributed  to the Highly  Compensated
Employees on whose behalf such excess  contributions  were made or who made such
excess contributions,  as applicable,  before the end of the next following Plan
Year.

                  (d) In coordinating  the  disposition of excess  deferrals and
excess contributions  pursuant to this Section, such excess deferrals and excess
contributions shall be disposed of in the following order:

                           (1) First, Tax Deferred Savings  Contributions  which
         constitute  excess deferrals  described in Paragraph (a) above that are
         not  considered  in  determining   the  amount  of  Employer   Matching
         Contributions pursuant to Section 3.3 shall be distributed;


                                      III-4

<PAGE>



                           (2) Second, excess Tax Deferred Savings Contributions
         which constitute excess deferrals described in Paragraph (a) above that
         are  considered  in  determining   the  amount  of  Employer   Matching
         Contributions pursuant to Section 3.3 shall be distributed;

                           (3) Third, excess Tax Deferred Savings  Contributions
         described in Paragraph (b) above that are not considered in determining
         the amount of Employer Matching  Contributions  pursuant to Section 3.3
         shall be distributed;

                           (4) Fourth, excess Tax Deferred Savings Contributions
         described in Paragraph (b) above that are considered in determining the
         amount of Employer Matching Contributions pursuant to Section 3.3 shall
         be distributed;

                           (5) Fifth,  excess  After-Tax  Savings  Contributions
         described in Paragraph (c) above shall be distributed;

                           (6) Sixth,  excess  Employer  Matching  Contributions
         described   in   Paragraph   (c)   above   shall  be  distributed;  and

                           (7) Seventh,  Employer  Matching  Contributions  that
         relate to Tax Deferred Savings Contributions that have been distributed
         pursuant to the  provisions of Paragraph (2) or (4) above that were not
         distributed  pursuant to the provisions of Paragraph (6) above shall be
         forfeited.

                  (e) Any  distribution  or  forfeiture  of excess  deferrals or
excess contributions pursuant to the provision of this Section shall be adjusted
for income or loss allocated  thereto in the manner  determined by the Committee
in accordance with any method permissible under applicable Treasury Regulations.
Any forfeiture pursuant to the provisions of this Section shall be considered to
have occurred on the date which is 2-1/2 months after the end of the Plan Year.

         3.9      Rollover Contributions.

                  (a) Qualified  Rollover  Contributions may be made to the Plan
by any Eligible  Employee of amounts received by such Eligible  Employee from an
individual  retirement  account or annuity or from an employee's trust described
in Section 401(a) of the Code,  which is exempt from tax under Section 501(a) of
the Code, but only if any such Rollover  Contribution is made pursuant to and in
accordance  with  applicable  provisions  of the Code and  Treasury  Regulations
promulgated thereunder.

                  (b) A  Rollover  Contribution  of amounts  that are  "eligible
rollover  distributions"  within the meaning of section 402(f)(2)(A) of the Code
may be  made  to  the  Plan  irrespective  of  whether  such  eligible  rollover
distribution was paid to the Eligible Employee or paid to the Plan as a "direct"
Rollover  Contribution.  A direct  Rollover  Contribution  to the Plan  shall be
effectuated  only by wire  transfer  directed to the Trustee or by issuance of a
check made payable to the Trustee,  which is negotiable only by the Trustee, and
which   identifies  the  Eligible   Employee  for  whose  benefit  the  Rollover
Contribution  is being made. Any Eligible  Employee  desiring to effect Rollover
Contribution  to the Plan  must  execute  and file with the  Committee  the form
prescribed by the

                                      III-5

<PAGE>



Committee  for such  purpose.  The  Committee  may  require  as a  condition  to
accepting  any Rollover  Contribution  to the Plan that such  Eligible  Employee
furnish any evidence that the Committee in its discretion deems  satisfactory to
establish  that the  proposed  Rollover  Contribution  is in fact  eligible  for
rollover to the Plan and is made pursuant to and in accordance  with  applicable
provisions  of the Code and Treasury  Regulations  promulgated  thereunder.  All
Rollover contributions to the Plan must be made in cash.

                  (c)  Rollover  Contributions  made  in  accordance  with  this
Section  shall be  credited to the  Rollover  Account of the  Eligible  Employee
making such Rollover Contributions;  provided,  however, to the extent that such
Rollover Contributions are used by a Participant for repayment purposes pursuant
to Section 8.3(a),  such Rollover  Contributions shall be credited to the Profit
Sharing Account of the Participant making such Rollover Contributions.

                  (d) An Eligible Employee who has made a Rollover  Contribution
in accordance with this Section,  but who has not otherwise become a Participant
in the Plan in accordance with Article II, shall become a Participant coincident
with such Rollover Contribution;  provided, however, that such Participant shall
not have a right to defer  Compensation or have Employer  Contributions  made on
his behalf until he has otherwise satisfied the requirements  imposed by Article
II.


                                      III-6

<PAGE>



                                       IV.

                           Allocations and Limitations

         4.1      Suspense  Account.  All contributions, forfeitures and the net
income (or net loss) of the Trust Fund shall be held in suspense until allocated
or applied as provided herein.

         4.2      Records  on  a  Unit  Basis.   Records  with  respect  to  the
Investment Funds shall be maintained on a unit basis.

         4.3      Allocation of Contributions and Forfeitures.

                  (a) Tax Deferred Savings Contributions made by the Employer on
a  Participant's  behalf  pursuant  to Section  3.1 shall be  allocated  to such
Participant's Tax Deferred Savings Account.

                  (b)  After-Tax  Savings  Contributions  made by a  Participant
pursuant to Section 3.2 shall be allocated to the After-Tax  Savings  Account of
such Participant.

                  (c) The    Employer    Matching   Contributions   made   on  a
Participant's  behalf pursuant to Section 3.3 shall be allocated to the Employer
Match Account of the Participant.

                  (d) The Employer  Profit  Sharing  Contribution,  if any, made
pursuant to Section  3.4 for a Plan Year,  less the  amount,  if any,  allocated
pursuant to  Paragraph  (e) below in such Plan Year,  shall be  allocated to the
Profit  Sharing  Accounts of the Active  Allocation  Participants  for such Plan
Year. The allocation to each such Active Allocation Participant's Profit Sharing
Account shall be that portion of such Employer Profit Sharing Contribution which
is in the same proportion  that such Active  Allocation  Participant's  Weighted
Compensation for such Plan Year bears to the total of all such Active Allocation
Participants' Weighted Compensation for such Plan Year.

                  (e) The  Committee  shall also  calculate  an Employer  Profit
Sharing Contribution for all Inactive Allocation Participants for each Plan Year
in the same manner had such Participants  been Active  Allocation  Participants.
The calculated Employer Profit Sharing Contribution for each Inactive Allocation
Participant for a Plan Year shall be allocated to the Participant as of the last
day of the  following  Plan  Year if  during  such  following  Plan Year (1) the
Participant  has been rehired and is actively  employed,  (2) the Participant is
credited with an additional Year of Service for his Service  Computation  Period
which  includes the end of the Plan Year for which the Employer  Profit  Sharing
Contribution  was  calculated,  and (3) the  Participant  has not been  paid his
Vested Interest in his Accounts in a total distribution prior to the end of such
following  Plan Year. A Participant  who is on an unpaid Leave of Absence on the
last day of a Plan Year shall be treated as an Inactive  Allocation  Participant
for such Plan Year and,  if such  Participant  returns  to work  after his leave
expires,  he shall be  credited  with the  allocation  made for him  provided he
satisfies the requirements of (2) and (3) of the preceding sentence.


                                      IV-1

<PAGE>



                  (f)  All   contributions  to  the  Plan  shall  be  considered
allocated to Participants'  Accounts no later than the last day of the Plan Year
for which they were made,  as determined  pursuant to Article III,  except that,
for  purposes of Section 4.4,  contributions  shall be  considered  allocated to
Participants' Accounts when received by the Trustee.

                  (g) Any amounts that are forfeited under any provision  hereof
during a Plan Year,  shall be  allocated as of the last day of such Plan Year to
the Profit Sharing Accounts of the Active Allocation  Participants for such Plan
Year. Such allocation shall be on the basis of the Weighted Compensation of such
Active  Allocation  Participants,  and each such  Participant's  Profit  Sharing
Account  shall  receive  that portion of such  forfeitures  which is in the same
proportion that the total of such Participant's  Weighted  Compensation for such
Plan Year bears to the total of all such Participants' Weighted Compensation for
such Plan Year. Prior to such allocation, forfeited amounts shall continue to be
invested in the same Investment Fund(s) in which they were invested  immediately
prior to their forfeiture.

         4.4 Valuation of Accounts.  All amounts  contributed  to the Trust Fund
shall be invested as soon as  administratively  feasible following their receipt
by the  Trustee,  and the balance of each  Account  shall  reflect the result of
daily  pricing of the assets in which such Account is invested  from the time of
receipt by the Trustee until the time of distribution.

         4.5      Limitations and Corrections.

                  (a)      For purposes of this Section, the following terms and
phrases shall have these respective meanings:

                           (1)  "Annual  Additions"  of a  Participant  for  any
         Limitation Year shall mean the total of (A) the Employer Contributions,
         Tax Deferred Savings  Contributions and forfeitures,  if any, allocated
         to  such  Participant's  Accounts  for  such  year,  (B)  Participant's
         After-Tax  Savings  Contributions,  if  any,  (excluding  any  Rollover
         Contributions)  for such year and (C)  amounts  referred to in sections
         415(l)(1) and 419A(d)(2) of the Code.

                           (2) "415  Compensation"  shall  mean the total of all
         amounts paid by the Employer to or for the benefit of a Participant for
         services  rendered  or  labor  performed  for the  Employer  which  are
         required  to be  reported  on  the  Participant's  federal  income  tax
         withholding  statement  or  statements  (Form  W-2  or  its  subsequent
         equivalent), subject to the following adjustments and limitations:

                           (A)      The following shall be included:

                                    (i)   elective   deferrals  (as  defined  in
                           section 402(g)(3) of the Code)from compensation to be
                           paid by the Employer to the Participant; and

                                    (ii)  any  amount  which is  contributed  or
                           deferred  by  the  Employer  at the  election  of the
                           Participant  and which is not includible in the gross
                           income of the Participant by reason of section 125 of
                           the Code.


                                      IV-2

<PAGE>



                           (B) The 415  Compensation  of any  Participant  taken
                  into  account  for  purposes  of the Plan  shall be limited to
                  $160,000 for any Plan Year with such limitation to be:

                                    (i)     adjusted  automatically  to  reflect
                           any amendments to section 401(a)(17) of the  Code and
                           any  cost-of-living  increases  authorized by section
                           401(a)(17) of the Code; and

                                    (ii)  prorated  for a Plan Year of less than
                           twelve months and to the extent otherwise required by
                           applicable law.

                           (3)      "Limitation Year" shall mean the Plan Year.

                           (4) "Maximum  Annual  Additions" of a Participant for
         any  Limitation  Year  shall  mean the lesser of (A)  $30,000  (or,  if
         greater,  one-fourth of the defined benefit dollar limitation in effect
         under section 415(b)(1)(A) of the Code for such Limitation Year) or (B)
         25% of such Participant's 415 Compensation during such year except that
         the  limitation in this Clause (B) shall not apply to any  contribution
         for medical benefits  (within the meaning of section  419A(f)(2) of the
         Code) after  separation  from service with the Employer or a Controlled
         Entity  which is  otherwise  treated  as an Annual  Addition  or to any
         amount otherwise  treated as an Annual Addition under section 415(l)(1)
         of the Code.

                  (b)  Contrary  Plan  provisions  notwithstanding,  in no event
shall  the  Annual  Additions  credited  to a  Participant's  Accounts  for  any
Limitation  Year exceed the Maximum Annual  Additions for such  Participant  for
such year. If as a result of allocation of  forfeitures,  a reasonable  error in
estimating a Participant's  compensation,  a reasonable error in determining the
amount of elective  deferrals  (within the meaning of section  402(g)(3)  of the
Code)  that may be made with  respect  to any  individual  under  the  limits of
section 415 of the Code, or because of other  limited  facts and  circumstances,
the Annual  Additions which would be credited to a Participant's  Accounts for a
Limitation Year would  nonetheless  exceed the Maximum Annual Additions for such
Participant  for such year,  the excess  Annual  Additions  which,  but for this
Section,  would have been  allocated  to such  Participant's  Accounts  shall be
disposed of as follows:

                           (1)      First,  by returning to such Participant his
         After-Tax Savings Contributions,  adjusted for income or loss allocated
         thereto;

                           (2) Next,  any such excess  Annual  Additions  in the
         form  of  Tax  Deferred   Savings   Contributions  on  behalf  of  such
         Participant  which would not have been  considered in  determining  the
         amount  of   Employer   Matching   Contributions   allocated   to  such
         Participant's  Employer Match Account  pursuant to Section 4.3(c) shall
         be  distributed  to  such  Participant,  adjusted  for  income  or loss
         allocated thereto;

                           (3) Next,  any such excess  Annual  Additions  in the
         form  of  Tax  Deferred   Savings   Contributions  on  behalf  of  such
         Participant  which would have been considered in determining the amount
         of Employer  Matching  Contributions  allocated  to such  Participant's
         Employer Match Account  pursuant to Section 4.3(c) shall be distributed
         to such Participant,

                                      IV-3

<PAGE>



         adjusted  for  income  or loss  allocated  thereto,  and  the  Employer
         Matching   Contributions  which  would  have  been  allocated  to  such
         Participant's  Employer Match Account based upon such  distributed  Tax
         Deferred Savings  Contributions shall, to the extent such amounts would
         have  otherwise  been  allocated to such  Participant's  Employer Match
         Account, be treated as a forfeiture;

                           (4) Next,  any such excess  Annual  Additions  in the
         form of Employer Profit Sharing Contributions and forfeitures shall, to
         the extent such amounts  would  otherwise  have been  allocated to such
         Participant's Profit Sharing Account, be treated as a forfeiture.

                  (c) For purposes of determining  whether the Annual  Additions
under this Plan exceed the limitations herein provided, all defined contribution
plans of the Employer  are to be treated as one defined  contribution  plan.  In
addition,  all  defined  contribution  plans  of  Controlled  Entities  shall be
aggregated  for this  purpose.  For purposes of this Section only, a "Controlled
Entity"  (other than an  affiliated  service  group member within the meaning of
Section  414(m) of the Code) shall be determined by  application  of a more than
50% control standard in lieu of an 80% control standard. If the Annual Additions
credited to a  Participant's  Accounts for any  Limitation  Year under this Plan
plus the additions credited on his behalf under other defined contribution plans
required to be aggregated  pursuant to this  Paragraph  would exceed the Maximum
Annual  Additions for such  Participant  for such  Limitation  Year,  the Annual
Additions  under this Plan and the  additions  under such other  plans  shall be
reduced on a pro rata basis and allocated, reallocated or returned in accordance
with applicable plan provisions  regarding Annual Additions in excess of Maximum
Annual Additions.

                  (d) In the case of a Participant  who also  participated  in a
defined  benefit  plan of the  Employer  or a  Controlled  Entity (as defined in
Paragraph (c) above), the Employer shall reduce the Annual Additions credited to
the Accounts of such  Participant  under this Plan pursuant to the provisions of
Paragraph  (b) to the extent  necessary to prevent the  limitation  set forth in
section 415(e) of the Code from being exceeded.  Notwithstanding  the foregoing,
the provisions of this Paragraph  shall only apply if such defined  benefit plan
does not  provide  for a reduction  of  benefits  thereunder  to ensure that the
limitation  set forth in section  415(e) of the Code is not  exceeded.  Further,
this Paragraph shall not apply for Limitation years beginning after December 31,
1999.

                  (e) If the  limitations  set forth in this  Section  would not
otherwise  be met for any  Limitation  Year,  the  elections  to make  After-Tax
Savings  Contributions  pursuant to Section 3.2 and/or the Compensation deferral
elections pursuant to Section 3.1 of affected Participants may be reduced by the
Committee on a temporary and  prospective  basis in such manner as the Committee
shall determine.



                                      IV-4

<PAGE>



                                       V.

                                Investment Funds


         5.1      Investment of Accounts.

                  (a) Each Participant  shall designate,  in accordance with the
procedures  established from time to time by the Committee,  the manner in which
the amounts  allocated to each of his Accounts  shall be invested from among the
Investment Funds made available from time to time by the Committee. With respect
to each of a Participant's  Accounts, such Participant may designate one of such
Investment  Funds for all the amounts  allocated to such Account or he may split
the investment of the amounts  allocated to such Account between such Investment
Funds in such increments as the Committee may prescribe.  If a Participant fails
to make a  designation,  then his Accounts  shall be invested in the  Investment
Fund or Investment  Funds  designated  by the  Committee  from time to time in a
uniform and nondiscriminatory manner.

                  (b) A Participant  may change his investment  designation  for
future contributions to be allocated to any one or all of his Accounts. Any such
change  shall be made in  accordance  with  the  procedures  established  by the
Committee, and the frequency of such changes may be limited by the Committee.

                  (c)  A  Participant   may  elect  to  convert  his  investment
designation with respect to the amounts already  allocated to one or more of his
Accounts.  Any such  conversion  shall be made in accordance with the procedures
established  by the  Committee,  and the  frequency of such  conversions  may be
limited by the Committee.

         5.2      Special Investment Provisions.

                  (a) Amounts allocated to a Participant's  Accounts may be held
by the Trustee  uninvested or may be held in an interest  bearing  account for a
reasonable  period of time  pending  appropriate  investment  according  to this
Article.

                  (b) Subject to the restrictions  otherwise provided herein, in
a Trust  Agreement  or in the Master Trust  Agreement,  the Plan may acquire and
hold its funds in "qualifying employer securities" (as defined in section 407 of
the Act) to the extent  necessary to comply with the  investment  provisions set
forth in this  Article.  Notwithstanding  the  foregoing,  no transfer  into any
Investment Fund holding  Halliburton  Stock shall be made if such transfer would
require the  acquisition of  Halliburton  Stock and if,  immediately  after such
acquisition,  (1) the Trust would own more than 10% of the shares of Halliburton
Stock then issued and  outstanding  or (2) the  aggregate  fair market  value of
employer securities and employer real property held by the Plan would exceed 10%
of the fair market value of the Plan's assets (determined in accordance with the
provisions  of  section  407  of  the  Act  and  the   regulations   promulgated
thereunder).  The  Committee  may from  time to time  establish  such  rules and
regulations  as  it  shall  deem  appropriate  to  ensure  compliance  with  the
limitations set forth in the preceding sentence. Further, the Committee may from
time to time

                                       V-1

<PAGE>



refuse to honor any investment designation, establish such rules and regulations
or take any other  actions it shall  deem  appropriate  to ensure the  continued
availability of any applicable  exemptions under the Securities  Exchange Act of
1934 and to ensure the  Plan's  compliance  with  applicable  federal  and state
securities laws.

                  (c)  Each  Participant  who has any  portion  of his  Accounts
invested  in  Halliburton  Stock  shall  be  entitled  to  vote  the  shares  of
Halliburton  Stock  allocated to his Accounts in accordance  with the provisions
set forth in the Trust Agreement or the Master Trust  Agreement,  as applicable,
for the exercise of voting rights with respect to Halliburton Stock.


                                       V-2

<PAGE>



                                       VI.

                               Retirement Benefits

         A Participant who terminates his employment by reason of his Retirement
shall be entitled to a retirement  benefit,  payable at the time and in the form
provided  in  Article  X,  equal to the  value of his  Accounts  on his  Benefit
Commencement Date. Any contribution  allocable to a Participant's Accounts after
his Benefit Commencement Date shall be distributed, if his benefit was paid in a
lump sum, or used to increase  his  payments,  if his benefit is being paid on a
periodic  basis, as soon as  administratively  feasible after the date that such
contribution is paid to the Trust Fund.


                                      VI-1

<PAGE>



                                      VII.

                               Disability Benefits

          In the event a Participant's employment is terminated due to him being
Disabled and if such  Participant  has made  application  to the  Committee  for
disability benefits under this Article,  then such Participant shall be entitled
to a disability benefit, payable at the time and in the form provided in Article
X, equal to the value of his  Accounts on his  Benefit  Commencement  Date.  Any
contribution   allocable  to  a   Participant's   Accounts   after  his  Benefit
Commencement  Date shall be distributed,  if his benefit was paid in a lump sum,
or used to  increase  his  payments,  if his benefit is being paid on a periodic
basis,  as  soon  as   administratively   feasible  after  the  date  that  such
contribution is paid to the Trust Fund.


                                      VII-1

<PAGE>



                                      VIII.

             Severance Benefits and Determination of Vested Interest

         8.1 No Benefits  Unless  Herein Set Forth.  Except as set forth in this
Article,  upon  termination of employment of a Participant  for any reason other
than  Retirement,  death or being Disabled,  such  Participant  shall acquire no
right to any benefit from the Plan or the Trust Fund.

         8.2 Severance Benefit.  Each Participant whose employment is terminated
for any reason other than Retirement,  death or being Disabled shall be entitled
to a severance benefit,  payable at the time and in the form provided in Article
X, equal to his Vested  Interest  in the value of his  Accounts  on his  Benefit
Commencement Date. A Participant's Vested Interest in any contribution allocable
to his Accounts after his Benefit Commencement Date shall be distributed, if his
benefit was paid in a lump sum, or used to increase his payments, if his benefit
is being paid on a periodic  basis, as soon as  administratively  feasible after
the date that such contribution is paid to the Trust Fund.

         8.3      Determination of Vested Interest.

                  (a)      A  Participant  shall  have a 100% Vested Interest in
his Employer Match Account, After-Tax Savings Account, Rollover Account and Tax
Deferred Savings Account at all times.

                  (b) A  Participant's  Vested  Interest  in his Profit  Sharing
Account shall be determined by such  Participant's  years of Vesting  Service in
accordance with the following schedule:

<TABLE>
<CAPTION>

              Years of Vesting Service                       Vested Interest
              <S>                                            <C>    

              Less than       3   years                            0%
                              3   years                           20%
                              4   years                           50%
                              5   years                           60%
                              6   years                           80%
                              7   years or more                  100%

</TABLE>

                  (c) Paragraph (b) above  notwithstanding,  a Participant shall
have a  100%  Vested  Interest  in his  Profit  Sharing  Account  upon  (1)  the
attainment  of his Early  Retirement  Date while  employed by the  Employer or a
Controlled  Entity, (2) the termination of his employment with the Employer at a
time when he is Disabled,  (3) the death of such Participant  while an Employee,
or (4) if such  Participant  is an affected  Participant,  the  occurrence of an
event described in, under the conditions set forth in, Section 17.2.

         8.4      Crediting  of  Vesting  Service.  Subject to the provisions of
Section  8.5,  1,000  or  more  Hours  of Service during any Service Computation
Period shall constitute one year of Vesting Service.


                                     VIII-1

<PAGE>



         8.5      Forfeiture of Vesting Service.

                  (a) In the case of an individual who terminates  employment at
a time when he has a 0% Vested  Interest in his Profit  Sharing  Account and who
then incurs a number of consecutive  One-Year  Breaks-in-Service  that equals or
exceeds  the greater of five years or his  aggregate  number of years of Vesting
Service  completed  before such One-Year  Breaks-in-Service,  such  individual's
years of Vesting Service completed before such One-Year  Breaks-in-Service shall
be forfeited and  completely  disregarded  in  determining  his years of Vesting
Service.

                  (b) In the case of a  Participant  who  terminates  employment
with the  Employer  at a time when he has a Vested  Interest of more than 0% but
less   than   100%  and  then   incurs   five  or  more   consecutive   One-Year
Breaks-in-Service,  such Participant's  years of Vesting Service completed after
such One-Year Breaks-in-Service shall be disregarded for purposes of determining
such  Participant's  Vested Interest in any Plan benefits  derived from Employer
Contributions  on his behalf  before such  One-Year  Breaks-in-Service,  but his
years of Vesting Service completed before such One-Year  Breaks-in-Service shall
not be  disregarded  in  determining  any Plan  benefits  derived from  Employer
Contributions on his behalf after such One-Year Breaks-in-Service.

                  (c) A Participant who terminates  employment with the Employer
at a time  when he has a 100%  Vested  Interest  shall  not  forfeit  any of his
Vesting Service for purposes of determining any Plan benefits.

         8.6      Forfeitures of Nonvested Account Balance.

                  (a) With respect to a Participant  who  terminates  employment
with the Employer with a Vested  Interest in his Profit Sharing  Account that is
less than 100% and either is not  entitled  to a  distribution  from the Plan or
receives a distribution  from the Plan of the balance of his Vested  Interest in
his Accounts in the form of a lump sum  distribution  by the close of the second
Plan Year  following the Plan Year in which his  employment is  terminated,  the
nonvested portion of such terminated  Participant's Profit Sharing Account as of
his  Benefit  Commencement  Date shall  become a  forfeiture  as of his  Benefit
Commencement  Date (or as of his date of  termination of employment if no amount
is  payable  from  the  Trust  Fund on  behalf  of such  Participant  with  such
Participant  being considered to have received a distribution of zero dollars on
his date of termination of employment).

                  (b) With respect to a Participant  who  terminates  employment
with the Employer with a Vested  Interest in his Profit Sharing  Account greater
than 0% but less than 100% and who is not  otherwise  subject to the  forfeiture
provisions of Paragraph (a) above (or Section 8.8 below),  the nonvested portion
of his Profit  Sharing  Account  shall be forfeited as of the earlier of (1) the
last day of the Plan Year during  which the  terminated  Participant  incurs his
fifth consecutive  One-Year  Break-in-Service  or (2) the date of the terminated
Participant's death.

         8.7  Restoration of Forfeited  Account  Balance.  In the event that the
nonvested portion of a terminated Participant's Profit Sharing Account becomes a
forfeiture  pursuant to Section  8.6, the  terminated  Participant  shall,  upon
subsequent  reemployment  with the Employer prior to incurring five  consecutive
One-Year Breaks-in-Service, have the forfeited amount restored to such

                                     VIII-2

<PAGE>



Participant's  Profit Sharing  Account,  unadjusted by any  subsequent  gains or
losses of the Trust Fund; provided, however, that such restoration shall be made
only if such  Participant  repays  in cash an  amount  equal  to the  amount  so
distributed  to him from his Profit  Sharing  Account  pursuant  to Section  8.6
within five years from the date the  Participant  is  reemployed.  A  reemployed
Participant who was not entitled to a distribution  from the Plan on his date of
termination of employment  shall be considered to have repaid a distribution  of
zero dollars on the date of his reemployment.  A Participant's repayment made in
accordance  with this Paragraph shall be credited to such  Participant's  Profit
Sharing  Account  when  the  repayment  is  received  by the  Trustee.  Any such
restoration  shall be made as soon as  administratively  feasible  following the
date  of  repayment.  Notwithstanding  anything  to the  contrary  in the  Plan,
forfeited  amounts to be restored by the Employer pursuant to this Section shall
be charged against and deducted from forfeitures for the Plan Year in which such
amounts are restored that would  otherwise be available for  allocation to other
Participants in accordance with Section 4.3(g).  If such  forfeitures  otherwise
available are not  sufficient to provide such  restoration,  the portion of such
restoration  not provided by forfeitures  shall be charged  against and deducted
from  Employer  Contributions   otherwise  available  for  allocation  to  other
Participants in accordance with Section 4.3(d), and any additional amount needed
to  restore  such  forfeited  amounts  shall  be  a  minimum  required  Employer
Contribution  (which  shall be made  without  regard to current  or  accumulated
earnings and profits).

         8.8  Special  Formula  for  Determining  Vested  Interest  for  Partial
Accounts.  With respect to a  Participant  whose  Vested  Interest in his Profit
Sharing  Account is less than 100% and who makes a withdrawal from or receives a
termination  distribution  from his Profit Sharing Account other than a lump sum
distribution  by the close of the second  Plan Year  following  the Plan Year in
which his employment is terminated,  any amount  remaining in his Profit Sharing
Account shall continue to be maintained as a separate  account.  At any relevant
time, such Participant's nonforfeitable portion of his separate account shall be
determined in accordance with the following formula:

                           X=P(AB + (R x D)) - (R x D)

For purposes of applying the formula:  X is the  nonforfeitable  portion of such
separate account at the relevant time; P is the Participant's Vested Interest in
his Profit  Sharing  Account at the  relevant  time;  AB is the  balance of such
separate  account at the  relevant  time;  R is the ratio of the balance of such
separate  account at the relevant time to the balance of such  separate  account
after the withdrawal or  distribution;  and D is the amount of the withdrawal or
distribution.  For all other  purposes  of the Plan,  a  Participant's  separate
account shall be treated as a Profit  Sharing  Account.  Upon his incurring five
consecutive   One-Year   Breaks-in-Service,   the   forfeitable   portion  of  a
Participant's  separate account and Profit Sharing Account shall be forfeited as
of the end of the  Service  Computation  Period  during  which  the  Participant
incurred his fifth such consecutive  One-Year  Break-in-Service if not forfeited
earlier pursuant to the provisions of Section 8.6.



                                     VIII-3

<PAGE>



                                       IX.

                                 Death Benefits

         9.1 Death Benefits.  Upon the death of a Participant  while an Employee
or within five months after his  termination  of employment if such  termination
was by reason of him being  Disabled  and he has not  qualified  for  disability
benefits under Article VII, the  Participant's  designated  beneficiary shall be
entitled  to a death  benefit,  payable at the time and in the form  provided in
Article X, equal to the value of the Participant's Accounts on the Participant's
Benefit  Commencement  Date.  Any  contribution  allocable  to  a  Participant's
Accounts  after his  Benefit  Commencement  Date  shall be  distributed,  if his
benefit was paid in a lump sum, or used to increase his payments, if his benefit
is being paid on a periodic  basis, as soon as  administratively  feasible after
the date that such contribution is paid to the Trust Fund.

         9.2      Designation of Beneficiaries.

                  (a) Each  Participant  shall have the right to  designate  the
beneficiary or  beneficiaries  to receive payment of his benefit in the event of
his death.  Each such  designation  shall be made by executing  the  beneficiary
designation  form  prescribed  by the  Committee  and filing  such form with the
Committee.  Any such  designation may be changed at any time by such Participant
by  execution  of  a  new   designation   in   accordance   with  this  Section.
Notwithstanding  the foregoing,  if a Participant  who is married on the date of
his death  designates an individual or entity other than his Eligible  Surviving
Spouse as his beneficiary,  such  designation  shall not be effective unless (1)
such spouse has consented  thereto in writing and such consent (A)  acknowledges
the effect of such  specific  designation,  (B) either  consents to the specific
designated beneficiary (which designation may not subsequently be changed by the
Participant  without spousal  consent) or expressly  permits such designation by
the Participant  without the  requirement of further consent by the spouse,  and
(C) is  witnessed by a Plan  representative  (other than the  Participant)  or a
notary public or (2) the consent of such spouse cannot be obtained  because such
spouse  cannot  be  located  or  because  of other  circumstances  described  by
applicable  Treasury  regulations.  Any such consent by such Eligible  Surviving
Spouse shall be irrevocable.

                  (b) If any  beneficiary  designated by a Participant  does not
survive the  Participant,  the  interest of such  beneficiary  shall vest in the
designated beneficiary or beneficiaries who do survive the Participant,  if any,
but if no designated  beneficiary  survives the Participant or if no beneficiary
designation  is on file  with  the  Committee  at the  time of the  death of the
Participant or such designation is not effective for any reason as determined by
the Committee,  then the designated  beneficiary or beneficiaries to receive the
Participant's benefit hereunder shall be as follows:

                           (1) If  a  Participant leaves a surviving spouse, his
         designated beneficiary shall be such surviving spouse;

                           (2) If a Participant  leaves no surviving spouse, his
         designated  beneficiary shall be (A) such  Participant's  estate or (B)
         his heirs at law if there is no  administration  of such  Participant's
         estate.

                                      IX-1

<PAGE>



                  (c) Each  beneficiary of a Participant who becomes entitled to
a benefit pursuant to Section 10.2(a)(3) or pursuant to Section 10.3(b) upon the
death of a  Participant  shall have the right to designate  the  beneficiary  or
beneficiaries to receive payment of his benefit in the event of his death.  Each
such designation shall be made by executing the beneficiary designation form pre
scribed  by  the  Committee  and  filing  same  with  the  Committee.  Any  such
designation  may be changed at any time by  execution  of a new  designation  in
accordance with this Section.

                  (d) If any  beneficiary  designated  pursuant to Paragraph (c)
does  not  survive  the  beneficiary  of a  Participant,  the  interest  of such
beneficiary  shall vest in the designated  beneficiary or  beneficiaries  who do
survive the  beneficiary of a Participant,  if any, but if no designated  benefi
ciary survives the beneficiary of a Participant or if no beneficiary designation
is on file with the Committee at the time of the death of the  beneficiary  of a
Participant or such designation is not effective for any reason as determined by
the Committee,  then the designated  beneficiary or beneficiaries to receive the
beneficiary  of a  Participant's  benefit  pursuant  to  Section  10.2(a)(3)  or
pursuant   to  Section   10.3(b)   shall  be  the   Participant's   executor  or
administrator,  or his  heirs  at law if  there  is no  administration  of  such
beneficiary of a Participant's estate.

                  (e) Notwithstanding  the preceding  provisions of this Section
and to the extent not  prohibited by state or federal law, if a  Participant  is
divorced  from his spouse and at the time of his death is not  remarried  to the
person from whom he was divorced, any designation of such divorced spouse as his
beneficiary  under the Plan filed prior to the divorce  shall be void unless the
contrary  is  expressly  stated  in  writing  filed  with the  Committee  by the
Participant.  The interest of such divorced spouse failing  hereunder shall vest
in the persons  specified in Paragraph (b) above as if such divorced  spouse did
not survive the Participant.

                                      IX-2

<PAGE>



                                       X.

                      Time and Form of Payment of Benefits

         10.1     Determination of Benefit Commencement Date.

                  (a) Subject to the  provisions of the remaining  Paragraphs of
this Section, a Participant's  Benefit  Commencement Date shall be the date that
is as soon as  administratively  feasible after (1) the date the  Participant or
his beneficiary  becomes entitled to a benefit pursuant to Article VI, VII or IX
or (2) if the  Participant  or his  beneficiary  becomes  entitled  to a benefit
pursuant to Article VIII,  the earlier of (i) the date the  Participant  attains
age  fifty-five,  (ii) the  date  the  Participant  dies or  (iii)  thirty  days
following the  Participant's  termination  of  employment  entitling him to such
benefit  provided the  Participant  has not been reemployed by the Employer or a
Controlled Entity by his Benefit Commencement Date.

                  (b) Unless a  Participant  (1) has attained age  sixty-five or
died or (2)  consents to a  distribution  pursuant to  Paragraph  (a) within the
ninety-day  period  ending on the date  payment of his benefit  hereunder  is to
commence  pursuant to  Paragraph  (a),  his Benefit  Commencement  Date shall be
deferred  to the date which is as soon as  administratively  feasible  after the
earlier of the date the Participant  attains age sixty-five or the Participant's
date of death,  or such earlier date as the  Participant may elect prior to such
date. The Committee shall furnish  information  pertinent to his consent to each
Participant no less than thirty days (unless such thirty-day period is waived by
an affirmative election in accordance with applicable Treasury  regulations) and
no more than ninety days before his Benefit Commencement Date, and the furnished
information shall include a general description of the material features of, and
an  explanation  of the  relative  values of, the  alternative  forms of benefit
available  under the Plan and must inform the  Participant of his right to defer
his Benefit Commencement Date and of his transfer right pursuant to Section 10.8
below, if applicable.

                  (c) A  Participant's  Benefit  Commencement  Date  shall in no
event be later than the sixtieth day following the close of the Plan Year during
which such Participant  attains,  or would have attained,  his Normal Retirement
Date or, if later,  terminates his employment  with the Employer or a Controlled
Entity.

                  (d) A  Participant's  Benefit  Commencement  Date  shall be in
compliance  with the provisions of section  401(a)(9) of the Code and applicable
Treasury regulations thereunder and shall in no event be later than:

                           (1) April 1 of the calendar year  following the later
         of (A) the calendar year in which such  Participant  attains the age of
         seventy and one-half or (B) the calendar year in which such Participant
         terminates his employment with the Employer  (provided,  however,  that
         clause  (B)  of  this  sentence  shall  not  apply  in  the  case  of a
         Participant who is a "five-percent owner" (as defined in section 416 of
         the Code) with respect to the Plan Year ending in the calendar  year in
         which such Participant attains the age of seventy and one-half); and


                                       X-1

<PAGE>



                           (2) In the  case of a  benefit  payable  pursuant  to
         Article IX, (A) if payable to other than the Participant's  spouse, the
         last day of the one-year period following the death of such Participant
         or (B) if  payable  to the  Participant's  spouse,  after the date upon
         which such  Participant  would  have  attained  the age of seventy  and
         one-half,  unless such surviving spouse dies before payments  commence,
         in which case the Benefit  Commencement Date may not be deferred beyond
         the  last  day of the  one-year  period  following  the  death  of such
         surviving spouse.

The provisions of this Section  notwithstanding,  a Participant may not elect to
defer the receipt of his  benefit  hereunder  to the extent  that such  deferral
creates a death  benefit  that is more than  incidental  within  the  meaning of
section 401(a)(9)(G) of the Code and applicable Treasury regulations thereunder.
Further,  in determining  compliance with the provisions of section 401(a)(9) of
the Code, a Participant may elect in accordance  with procedures  established by
the Committee,  prior to the first required distribution under section 401(a)(9)
of the  Code,  to  have  the  life  expectancies  of  the  Participant  and  the
Participant's spouse recalculated annually pursuant to the provisions of section
401(a)(9)(D)  of the Code and the Treasury  regulations  thereunder.  If such an
election  is not  made,  the  life  expectancies  of  the  Participant  and  the
Participant's spouse shall not be recalculated.

                  (e) If (A) a  Participant  attained age seventy and  one-half,
but did not  terminate  employment  with the Employer,  prior to 1997,  (B) such
Participant's  Benefit  Commencement  Date occurred prior to his  termination of
employment  pursuant to the  provisions  of Paragraph  (d) as in effect prior to
June 1,1998,  (C) such  Participant is an Employee and (D) such  Participant was
not a "five-percent  owner" (as defined in section 416 of the Code) with respect
to the Plan Year ending in the calendar year in which such Participant  attained
the age of seventy and one-half,  such  Participant may  affirmatively  elect to
cease the  distribution  of his Accounts  hereunder  until the time described in
Paragraph (1) or (2) above, whichever is applicable.

                  (f)   Subject  to  the   provisions   of   Paragraph   (d),  a
Participant's  Benefit  Commencement Date shall not occur unless the Article VI,
VII,  VIII or IX event  entitling  the  Participant  (or his  beneficiary)  to a
benefit constitutes a distributable  event described in section  401(k)(2)(B) of
the Code and shall not occur while the  Participant  is employed by the Employer
or any Controlled  Entity  (irrespective  of whether the  Participant has become
entitled to a distribution  of his benefit  pursuant to Article VI, VII, VIII or
IX).

                  (g)  Paragraphs  (a),  (b), and (c) above  notwithstanding,  a
Participant,  other than a Participant  whose Vested Interest in his Accounts is
not (and at the time of any prior  distribution  was not) in excess of $5,000 or
more may elect,  in the manner and  within  the time  period  prescribed  by the
Committee,  to defer his Benefit  Commencement Date beyond the date specified in
such Paragraphs, subject to the provisions of Paragraph (d).

         10.2     Alternative Forms of Benefit for Participants.

                  (a) For  purposes  of  Article VI or VII,  the  benefit of any
Participant  shall  be  paid in one of the  following  alternative  forms  to be
selected by the Participant  or, in the absence of such  selection,  in a single
lump sum cash payment (notwithstanding the provisions of Section 10.5(b));

                                       X-2

<PAGE>



provided,  however, that the period and method of payment of any such form shall
be in  compliance  with the  provisions  of  section  401(a)(9)  of the Code and
applicable Treasury regulations thereunder:

                           (1)      A lump sum.

                           (2)  A  commercial  annuity  contract  providing  for
         periodic  payments for any term certain to such  Participant or, in the
         event of such Participant's  death before the end of such term certain,
         to his designated beneficiary as provided in Section 9.2.

                           (3)  Periodic   installment  payments  for  any  term
         certain  (expressed  as a  specified  dollar  amount per month) to such
         Participant or, in the event of such Participant's death before the end
         of such term  certain,  to his  designated  beneficiary  as provided in
         Section  9.2. At any time prior to the  exhaustion  of a  Participant's
         Accounts,  the Participant or his designated  beneficiary may elect, in
         accordance with the procedures  established by the Committee,  to alter
         the  schedule  or  amount  of  any  future  payments,  to  suspend  and
         recommence  payments  or to receive  one or more extra  payments in any
         year;  provided,  however,  that  such  changes  must  comply  with the
         provisions  of  section  401(a)(9)  of the Code.  Periodic  installment
         payments shall be suspended  during any period of  reemployment  by the
         Participant  with an Employer or a  Controlled  Entity.  In the case of
         such  suspension,  upon such  Participant's  subsequent  termination of
         employment  the  Participant  shall be considered to have a new Benefit
         Commencement Date as to the suspended payments and as to any additional
         amounts  allocated to his Accounts  during his period of  reemployment.
         Upon the death of a designated beneficiary who is receiving installment
         payments  under  this  subparagraph,   the  remaining  balance  in  the
         Participant's  Accounts  shall  be paid  as  soon  as  administratively
         feasible, in one lump sum cash payment  (notwithstanding the provisions
         of Section 10.5(b)),  to such beneficiary's  designated  beneficiary as
         provided in Section 9.2(c) and (d).

                  (b)  For  purposes  of  Article  VIII,  the  benefit  for  any
Participant  shall  be  paid in one of the  following  alternative  forms  to be
selected by the Participant  or, in the absence of such  selection,  in a single
lump sum cash  payment  (notwithstanding  the  provisions  of Section  10.5(b));
provided,  however, that the period and method of payment of any such form shall
be in  compliance  with the  provisions  of  section  401(a)(9)  of the Code and
applicable Treasury Regulations thereunder:

                           (1)      A lump sum.

                           (2)  A  commercial  annuity  contract  providing  for
         periodic  payments for any term certain to such  Participant or, in the
         event of such Participant's  death before the end of such term certain,
         to his designated beneficiary as provided in Section 9.2.

                  (c) If a Participant,  who  terminated  his  employment  under
circumstances such that he was entitled to a benefit pursuant to Article VI, VII
or VIII, dies prior to the time that any funds from his Accounts have been paid,
or  irrevocably  committed  to be paid,  to provide a benefit  pursuant  to this
Section,  the  amount  of the  benefit  to which he was  entitled  shall be paid
pursuant to Section 10.3 just as if such  Participant had died while employed by
the Employer  except that his Vested  Interest  shall be determined  pursuant to
Article VI, VII or VIII, whichever is applicable.

                                       X-3

<PAGE>



         10.3  Alternative  Forms of Death Benefit.  For purposes of Article IX,
the death  benefit for a deceased  Participant  shall be paid to his  designated
beneficiary as provided in Section 9.2 in one of the following alternative forms
to be selected by such  beneficiary or, in the absence of such  selection,  in a
single  lump  sum  cash  payment  (notwithstanding  the  provisions  of  Section
10.5(b));  provided,  however, that the period and method of payment of any such
form shall be in compliance with the provisions of section 401(a)(9) of the Code
and applicable Treasury regulations thereunder:

                  (a)      A lump sum.

                  (b)  Periodic   installment  payments  for  any  term  certain
         (expressed  as a  specified  dollar  amount per month) or a  commercial
         annuity contract  providing for periodic payments for any term certain;
         provided,   however,  the  term  certain  shall  not  exceed  the  life
         expectancy of the beneficiary. At any time prior to the exhaustion of a
         Participant's   Accounts,  a  beneficiary  who  is  receiving  periodic
         installment  payments from the Plan under this  subparagraph may elect,
         in accordance  with the procedures  established  by the  Committee,  to
         alter the  schedule  or amount of any future  payments,  to suspend and
         recommence  payments  or to receive  one or more extra  payments in any
         year;  provided,  however,  that  such  changes  must  comply  with the
         preceding  provisions of this subparagraph and section 401(a)(9) of the
         Code.  Upon  the  death  of a  beneficiary  who is  receiving  periodic
         installment  payments  from  the  Plan  under  this  subparagraph,  the
         remaining balance in the  Participant's  Accounts shall be paid as soon
         as   administratively   feasible,   in  one  lump   sum  cash   payment
         (notwithstanding   the   provisions  of  Section   10.5(b)),   to  such
         beneficiary's  designated beneficiary as provided in Section 9.2(c) and
         (d). The  preceding  notwithstanding,  the form of payment set forth in
         this  Paragraph  shall not be applicable  after  December 31, 2004 to a
         nonspouse beneficiary of a Participant.

         10.4 Cash-Out of Benefit.  If a Participant  terminates  his employment
with the  Employer  and his Vested  Interest in his  Accounts is not (and at the
time of any prior distribution was not) in excess of $5,000,  such Participant's
benefit  shall be paid in one lump sum cash payment in lieu of any other form of
benefit  herein  provided  pursuant  to Section  10.2,  Section  10.3 or Section
10.5(b). Any such payment shall be made at the time specified in Section 10.1(a)
without regard to the consent restrictions of Section 10.1(b). The provisions of
this Section  shall not be  applicable  to a  Participant  following his Benefit
Commencement Date.

         10.5     Benefits from Account Balances.

                  (a) With respect to any benefit  payable in any form  pursuant
to the Plan,  whichever  form of  payment is  selected,  such  benefit  shall be
provided from the Account  balance(s)  to which the  particular  Participant  or
beneficiary is entitled.

                  (b) All  benefits  under the Plan shall be paid in cash except
that in the event  that a  Participant's  benefit is to be paid in the form of a
lump sum distribution  pursuant to Section 10.2(a)(1),  Section  10.2(b)(1),  or
Section 10.3(a),  or in the event of a withdrawal pursuant to Section 11.1(b) or
Section  11.1(d),  the  individual to whom such benefit or withdrawal is payable
may elect to receive the amounts  credited to the  Participant's  Accounts which
are invested in Halliburton Stock

                                       X-4

<PAGE>



in the  form of  whole  shares  of  Halliburton  Stock  with  the  value  of any
fractional shares to be paid in cash.

                  (c) In the event that a Participant's or beneficiary's benefit
is to be paid in installments  pursuant to Section 10.2(a)(3) or Section 10.3(b)
or if less than all of a  Participant's  Accounts are to be distributed  under a
Direct  Rollover,  the  Committee  shall  establish  procedures to determine the
priority of Accounts and Investment Funds from which such installments or Direct
Rollover shall be made.

         10.6 Commercial  Annuities.  Upon the purchase of a commercial  annuity
contract and the distribution of such contract to the Participant or beneficiary
in  accordance  with the  provisions  of this  Article X, the Plan shall have no
further  liability  with  respect to the amount  used to  purchase  the  annuity
contract and such  Participant or  beneficiary  shall look solely to the company
issuing such contract for such annuity payments. All certificates for commercial
annuity benefits shall be  nontransferable,  except for surrender to the issuing
company, and no benefit thereunder may be sold, assigned, discounted, or pledged
(other  than  as  collateral  for  a  loan  from  the  company   issuing  same).
Notwithstanding the foregoing, the terms of any such commercial annuity contract
shall conform with the time of payment,  form of payment and consent  provisions
of Sections 10.1, 10.2, and 10.3.

         10.7 Unclaimed Benefits.  In the case of a benefit payable on behalf of
a  Participant,  if the  Committee  is  unable  to  locate  the  Participant  or
beneficiary to whom such benefit is payable, upon the Committee's  determination
thereof,  such benefit shall be forfeited.  Notwithstanding  the  foregoing,  if
subsequent to any such  forfeiture  the  Participant or beneficiary to whom such
benefit is payable makes a valid claim for such benefit,  such forfeited benefit
shall be restored to the Plan in the manner provided in Section 8.3(a).

         10.8 Benefit Transfer  Election.  Notwithstanding  any provision of the
Plan to the contrary that would otherwise  limit a Distributee's  election under
this Section,  a Distributee may elect, at the time and in the manner prescribed
by the Committee,  to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.

         10.9 Claims Review. In any case in which a claim for Plan benefits of a
Participant or beneficiary  is denied or modified,  the Committee  shall furnish
written  notice  to the  claimant  within  ninety  days (or  within  180 days if
additional  information requested by the Committee  necessitates an extension of
the ninety-day period, and the claimant is informed of such extension in writing
within the original ninety-day period), which notice shall:

                  (a)      State  the  specific reason or reasons for the denial
         or modification;

                  (b)      Provide  specific   reference   to   pertinent   Plan
         provisions on which the denial or modification is based;

                  (c)      Provide  a  description of any additional material or
         information   necessary   for  the  Participant,  his  beneficiary,  or
         representative  to  perfect  the  claim, and an explanation of why such
         material or information is necessary; and

                                       X-5

<PAGE>



                  (d)      Explain the Plan's claim review procedure described
         below.

In  the  event  a  claim  for  Plan  benefits  is  denied  or  modified,  if the
Participant,  his  beneficiary,  or a  representative  of  such  Participant  or
beneficiary  desires  to have such  denial or  modification  reviewed,  he must,
within  sixty  days   following   receipt  of  the  notice  of  such  denial  or
modification,  submit a  written  request  for  review by the  Committee  of its
initial  decision.  In  connection  with  such  request,  the  Participant,  his
beneficiary, or the representative of such Participant or beneficiary may review
any pertinent documents upon which such denial or modification was based and may
submit issues and comments in writing.  Within sixty days following such request
for review the Committee shall,  after providing a full and fair review,  render
its final  decision  in  writing  to the  Participant,  his  beneficiary  or the
representative  of such Participant or beneficiary  stating specific reasons for
such decision and making  specific  references to pertinent  Plan  provisions or
which the decision is based.  If special  circumstances  require an extension of
such sixty-day  period,  the  Committee's  decision shall be rendered as soon as
possible,  but not later than 120 days after  receipt of the request for review.
If an extension of time for review is required,  written notice of the extension
shall be furnished to the Participant,  beneficiary,  or the  representative  of
such  Participant  or  beneficiary  prior to the  commencement  of the extension
period.

         10.10  Mandatory  Arbitration.  If a Participant  or beneficiary is not
satisfied  with the  decision of the  Committee  pursuant  to the Plan's  claims
review  procedure,  such  Participant or beneficiary  may,  within sixty days of
receipt of the written  decision of the Committee,  request by written notice to
the  Committee,  that his claim be  submitted  to  arbitration  pursuant  to the
Halliburton Dispute Resolution Program and any other applicable rules adopted by
the  Committee.  Such  arbitration  shall be the sole  and  exclusive  procedure
available  to a  Participant  or  beneficiary  for review of a  decision  of the
Committee. In reviewing the decision of the Committee,  the arbitrator shall use
the standard of review which would be used by a federal court in reviewing  such
decision under the provisions of the Act. The Participant or beneficiary and the
Plan  shall  share  equally  the  cost of  such  arbitration.  The  cost of such
arbitration  shall be  allocated  in  accordance  with the  Halliburton  Dispute
Resolution  Program or other  applicable  rules  adopted by the  Committee.  The
arbitrator's  decision shall be final and legally binding on both parties.  This
Section shall be governed by the provisions of the Federal Arbitration Act.

                                       X-6

<PAGE>



                                       XI.

                              Withdrawals and Loans

         11.1     Withdrawals.

                  (a) A  Participant  may withdraw  from his  After-Tax  Savings
Account any or all amounts held in such Account. Such a withdrawal shall be made
first against After-Tax Savings  Contributions made prior to 1987, then pro-rata
against  After-Tax  Savings  Contributions  made  after  1986  and the  earnings
attributable to all After-Tax Savings Contributions.

                  (b) A Participant who has attained age fifty-nine and one-half
may withdraw  from his Accounts an amount not  exceeding  the then value of such
Accounts.

                  (c) A Participant who has a financial hardship,  as determined
by the  Committee,  and who has made all available  withdrawals  pursuant to the
Paragraphs  above and  pursuant  to the  provisions  of any  other  plans of the
Employer  and any  Controlled  Entities  of  which  he is a  member  and who has
obtained all available  loans  pursuant to the  provisions of any other plans of
the  Employer and any  Controlled  Entities of which he is a member may withdraw
from his Rollover  Account and his Tax Deferred  Savings  Account amounts not to
exceed  the  lesser of (1) the then  value of such  Accounts  or (2) the  amount
determined by the Committee as being  available for withdrawal  pursuant to this
Paragraph.  For  purposes  of  this  Paragraph,  financial  hardship  means  the
immediate and heavy financial needs of the Participant.  A withdrawal based upon
financial  hardship  pursuant  to this  Paragraph  shall not  exceed  the amount
required to meet the  immediate  financial  need created by the hardship and not
reasonably  available  from  other  resources  of the  Participant.  The  amount
required to meet the immediate  financial need may include any amounts necessary
to pay any  federal,  state  or  local  income  taxes  or  penalties  reasonably
anticipated to result from the distribution.  The determination of the existence
of a Participant's  financial hardship and the amount required to be distributed
to meet the need  created  by the  hardship  shall be made by the  Committee.  A
withdrawal  shall be  deemed to be made on  account  of an  immediate  and heavy
financial need of a Participant only if the withdrawal is on account of:

                           (1) Expenses  for medical  care  described in section
         213(d)  of  the  Code  previously  incurred  by  the  Participant,  the
         Participant's  spouse, or any dependents of the Participant (as defined
         in section 152 of the Code) or  necessary  for these  persons to obtain
         medical care described in section 213(d) of the Code and not reimbursed
         or reimbursable by insurance;

                           (2) Costs  directly  related  to  the  purchase  of a
         principal residence for the Participant (excluding mortgage  payments);

                           (3) Payment of tuition and related  educational fees,
         and  room  and  board   expenses,   for  the  next  twelve   months  of
         post-secondary  education  for the  Participant,  or the  Participant's
         spouse, children or dependents (as defined in section 152 of the Code);


                                      XI-1

<PAGE>



                           (4) Payments necessary to prevent the eviction of the
         Participant  from  the Participant's principal residence or foreclosure
         on the mortgage of the Participant's principal residence; or

                           (5) Such other financial needs which the Commissioner
         of  Internal  Revenue  Service  may  deem  to be  immediate  and  heavy
         financial needs through the publication of revenue rulings, notices and
         other documents of general applicability.

Further,  a withdrawal shall be treated as necessary to satisfy an immediate and
heavy financial need only if the Participant  represents on a sworn statement in
such  form as the  Committee  prescribes  that the  need  cannot  reasonably  be
relieved (i) through  reimbursement  or  compensation by insurance or otherwise,
(ii) by  liquidation  of the  Participant's  assets,  (iii) by  cessation of Tax
Deferred  Savings  Contributions or After-Tax  Savings  Contributions or (iv) by
other  distributions  or  nontaxable  (at the time of the loan) loans from plans
maintained  by the  Employer  or by any  other  employer  or by  borrowing  from
commercial sources on reasonable commercial terms. For purposes of the preceding
sentence,  a Participant's  resources shall be deemed to include those assets of
his or her  spouse  and minor  children  that are  reasonably  available  to the
Participant.  The decision of the Committee shall be final and binding, provided
that all  Participants  similarly  situated  shall be treated  in a uniform  and
nondiscriminatory  manner.  The above  notwithstanding,  withdrawals  under this
Paragraph from a Participant's  Tax Deferred Savings Account shall be limited to
the sum of the  Participant's  Tax Deferred  Savings  Contributions to the Plan,
less any previous withdrawals of such amounts.

                  (d) A Participant  who has terminated his employment by reason
of his Retirement,  a beneficiary of a Participant who died while an Employee or
after  having  terminated  his  employment  by reason of his  Retirement  and an
alternate payee under a qualified  domestic  relations order with respect to the
Accounts of a Participant  who is eligible for  Retirement or has terminated his
employment by reason of his Retirement, may withdraw from his Accounts an amount
not  exceeding  the  then  value  of  his  Accounts.   The  preceding   sentence
notwithstanding,  this Paragraph shall not be applicable after December 31, 2004
to a nonspouse beneficiary of a Participant.

                  (e) All withdrawals pursuant to this Section (1) shall be made
as soon as  administratively  feasible after the date upon which the Participant
has satisfied all of the require  ments to obtain the  withdrawal,  (2) shall be
paid in cash except as  provided in Section  10.5(b) and (3) shall be subject to
the benefit  transfer  election  described in Section 10.8. The Committee  shall
establish  procedures to determine the priority of Accounts and Investment Funds
from which a withdrawal  pursuant to this Section is made. Except as provided in
Section  11.1(d),  unless and until a Participant  is  reemployed,  this Section
shall not be applicable to a Participant  following  termination  of employment,
and the amounts in such  Participant's  Accounts shall be distributable  only in
accordance with the provisions of Article X.

         11.2  No Loans.  Participants shall not be permitted to borrow from the
Trust Fund.


                                      XI-2

<PAGE>



                                      XII.

                           Administration of the Plan

         12.1  Administration  by Committee.  The general  administration of the
Plan shall be vested in the  Committee.  For purposes of the Act, the  Committee
shall be the  Plan  "administrator"  and  shall be the  "named  fiduciary"  with
respect to the general  administration  of the Plan (except as to the investment
of the assets of the Trust Fund).

         12.2  Procedures.  The procedures of the Committee shall be established
by the Chief Executive Officer.

         12.3  Self-Interest  of Members.  No member of the 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 a Committee member
is so  disqualified to act and the remaining  members cannot,  by majority vote,
agree, the Chief Executive  Officer shall appoint a temporary  substitute member
to exercise all the powers of the disqualified  member  concerning the matter in
which he is disqualified.

         12.4  Compensation and Bonding.  The members of the Committee shall not
receive  compensation  with respect to their services for the Committee.  To the
extent required by the Act or other applicable law, or required by the Employer,
members of the Committee  shall furnish bond or security for the  performance of
their duties hereunder.

         12.5 Committee  Powers and Duties.  The Committee  shall  supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof  and shall  have all  powers  necessary  to  accomplish  these  purposes,
including, but not by way of limitation, the right, power, authority, and duty:

                  (a)  To  make   rules,   regulations,   and   bylaws  for  the
         administration  of the Plan which are not  inconsistent  with the terms
         and provisions hereof, provided such rules, regulations, and bylaws are
         evidenced  in writing and copies  thereof are  delivered to the Trustee
         and to each  Employer,  and to  enforce  the  terms of the Plan and the
         rules and regulations promulgated thereunder by the Committee;

                  (b)  To  construe  in  its  discretion  all terms, provisions,
         conditions,   and  limitations   of  the  Plan.   In   all  cases,  the
         construction  necessary  for  the  Plan to qualify under the applicable
         provisions of the Code shall control;

                  (c) To correct any defect or supply any  omission or reconcile
         any  inconsistency  that may  appear in the Plan in such  manner and to
         such extent as it shall deem in its discretion  expedient to effectuate
         the purposes of the Plan;


                                      XII-1

<PAGE>



                  (d) To employ  and  compensate  such  accountants,  attorneys,
         investment  advisors,  and  other  agents,  employees  and  independent
         contractors  as the  Committee  may deem  necessary or advisable in the
         proper and efficient administration of the Plan;

                  (e) To  determine  in its discretion all questions relating to
         eligibility;

                  (f) To determine  in  its  discretion  the amount, manner, and
         time  of  payment of any benefits hereunder and to prescribe procedures
         to be followed by distributees in obtaining benefits hereunder;

                  (g) To  prepare,  file and  distribute,  in such manner as the
         Committee  determines to be appropriate,  such information and material
         as is required by the reporting and disclosure requirements of the Act;

                  (h) To make  a determination in its discretion as to the right
         of any person to a benefit under the Plan;

                  (i) To issue directions to the Trustee concerning all benefits
         which  are to be paid from the Trust Fund pursuant to the provisions of
         the Plan;

                  (j) To receive  and  review reports from the Trustee as to the
         financial  condition  of  the  Trust  Fund,  including its receipts and
         disbursements;

                  (k) To instruct the trustee  under the Master Trust  Agreement
         to transfer amounts to the Trustee for disbursement, in accordance with
         the Plan, to Participants and their beneficiaries;

                  (l) To furnish the Employer any information  necessary for the
         preparation of such Employer's tax return or other information that the
         Committee  determines  in its  discretion is necessary for a legitimate
         purpose; and

                  (m)  To  require  and  obtain  from  the   Employer   and  the
         Participants  any information or data that the Committee  determines is
         necessary for the proper administration of the Plan.

         12.6 Employer to Supply Information. The Employer shall supply full and
timely information to the Committee,  including, but not limited to, information
relating to each Participant's  Compensation,  age, retirement,  death, or other
cause for  termination  of  employment  and such  other  pertinent  facts as the
Committee  may  require.  The  Employer  shall advise the Trustee of such of the
foregoing  facts as are  deemed  necessary  for the  Trustee  to  carry  out the
Trustee's  duties under the Plan. When making a determination in connection with
the Plan, the Committee shall be entitled to rely upon the aforesaid information
furnished by the Employer.

         12.7  Accounting.  As soon as practicable  after the close of each Plan
Year,  the  Committee  shall furnish or cause to be furnished to each Employer a
statement certified to by an independent  certified public accountant engaged by
such  Committee,   showing  receipts  and   disbursements  and  the  assets  and
liabilities of the Trust Fund. The reasonable and necessary expenses incurred in

                                      XII-2

<PAGE>



preparing such statement  shall be allocated to and paid as the Committee  deems
proper.  The  Company  shall  have the  right to demand  one or more  additional
accountings at the expense of the Trust Fund at any time with or without cause.

         12.8     Participants to Furnish Required Information.

                  (a) Each  Participant  shall  furnish  to the  Committee  such
information  as the Committee  considers  necessary or desirable for purposes of
administering  the Plan, and the provisions of the Plan  respecting any payments
hereunder are conditioned upon the Participant's  furnishing promptly such true,
full, and complete information as the Committee may reasonably request.

                  (b)  Each  Participant  shall  submit  proof of his age to the
Committee at such time as required by the  Committee.  The Committee  shall,  if
such proof of age is not  submitted  as  required,  use as  conclusive  evidence
thereof such  information  as is deemed by it to be reliable,  regardless of the
source of such information.  Any adjustment  required by reason of lack of proof
or the misstatement of the age of persons entitled to benefits hereunder, by the
Participant  or  otherwise,  shall  be in such  manner  as the  Committee  deems
appropriate.

                  (c) Any notice or information  which according to the terms of
the Plan or the  rules of the  Committee  must be filed  in  writing  with  such
Committee  shall be deemed so filed when  received  by such  Committee  (whether
delivered in person or by mail). Unless otherwise specified by the Committee, if
mailed, any such notice or information shall be addressed as follows:

                           Halliburton Company Benefits Committee
                           4100 Clinton Drive, Building 1
                           P.O. Box 3
                           Houston, Texas  77001-0003.

Notwithstanding  the  foregoing,  the Committee may from time to time  establish
rules  pursuant to which any written  notice or form required to be delivered to
the Committee may also be given by use of facsimile machines or by other methods
specified by the  Committee.  Whenever a provision  requires  that a Participant
give notice to the Committee  within a specified  number of days or by a certain
date,  and the last  day of such  period,  or such  date,  falls on a  Saturday,
Sunday,  or holiday,  the  Participant  will be deemed in  compliance  with such
provision  if notice is received by the  Committee on or before the business day
next following such Saturday, Sunday, or holiday. The Committee may, in its sole
discretion, modify or waive any specified notice requirement; provided, however,
that such modification or waiver must be administratively  feasible,  must be in
the best interest of the Participant,  and must be applied by the Committee in a
uniform and nondiscriminatory manner.


                                      XII-3

<PAGE>



                                      XIII.

                       Administration of Investment Funds

         13.1 Payment of Expenses.  All expenses incident to the  administration
of the Plan and Trust, including but not limited to, legal, accounting,  Trustee
fees, expenses of the Committee, and the cost of furnishing any bond or security
required of the  Committee,  may be paid by the Employer and, if not paid by the
Employer,  shall be paid by the  Trustee  from the Trust Fund and,  until  paid,
shall constitute a claim against the Trust Fund which is paramount to the claims
of Participants  and  beneficiaries;  provided,  however,  that in the event the
Trustee's  compensation is to be paid, pursuant to this Section,  from the Trust
Fund, any individual  serving as Trustee who already receives full-time pay from
an employer or an association of employers whose  employees are  participants in
the Plan, or from an employee organization whose members are participants in the
Plan, shall not receive any additional  compensation for serving as Trustee. The
Committee  may allocate the expenses of the Trust Fund to the  Investment  Funds
maintained  under the Plan in the manner it deems proper.  This Section shall be
deemed to be a part of any  contract to provide  for  expenses of Plan and Trust
administration, whether or not the signatory to such contract is, as a matter of
convenience, the Employer.

         13.2     Trust Fund Property.

                  (a)   All   income,   profits,   recoveries,    contributions,
forfeitures,  and any and all moneys,  securities, and properties of any kind at
any time received or held by the Trustee  hereunder shall be held for investment
purposes as a commingled  Trust Fund. The Committee  shall maintain  Accounts in
the name of each  Participant,  but the maintenance of an Account  designated as
the Account of a Participant  shall not mean that such Participant  shall have a
greater or lesser  interest than that due him by operation of the Plan and shall
not be considered as  segregating  any funds or property from any other funds or
property  contained in the commingled fund. No Participant  shall have any title
to any specific asset in the Trust Fund.

                  (b) Each  Participant,  by becoming  such,  for  himself,  his
heirs, executors, administrators, legal representatives, and beneficiaries, ipso
facto,  approves  and agrees to be bound by the  provisions  of the Plan and the
Master Trust Agreement. If any Participant,  former Participant,  or beneficiary
has a cause of action against the Plan, the Committee,  the Directors, the Chief
Executive Officer,  the Trustee,  or any other person having duties with respect
to  the  administration  of the  Plan  or  Trust  Fund,  the  Accounts  of  such
Participant, former Participant, or of the deceased Participant through whom the
beneficiary  claims,  for  purpose of such  cause of  action,  shall be deemed a
separate  trust,  subject to all the terms of this Plan.  No other  Participant,
former  Participant,  or  beneficiary  shall be a necessary or proper party to a
suit on such cause of action. No Participant, former Participant, or beneficiary
shall be  entitled  to bring any class suit or to bring suit for or on behalf of
any other Participant,  former  Participant,  or beneficiary.  All beneficiaries
claiming  by or  through  one  Participant  shall be proper  parties to any suit
involving  the Accounts of such  deceased  Participant.  No  beneficiary  of one
deceased  Participant  shall be  entitled  to bring suit for or on behalf of any
Participant,   former  Participant,  or  any  beneficiary  of  another  deceased
Participant.

                                     XIII-1

<PAGE>



         13.3 Distributions from  Participants'  Accounts.  Distributions from a
Participant's  Accounts  shall be made by the Trustee only if, when,  and in the
amount and manner directed in writing by the Committee. Any distribution made to
a Participant or for his benefit shall be debited to such Participant's  Account
or Accounts.

         13.4 United  States  Currency.   All  contributions to the Plan and the
payment of all benefits under the  Plan shall be computed, contributed and paid,
as applicable, in currency of the United States except as otherwise specifically
provided herein.


                                     XIII-2

<PAGE>



                                      XIV.

                                     Trustee

         The Master Trust Agreement, the provisions of which are incorporated by
reference herein,  shall govern the Trustee's duties and  responsibilities  with
respect to the Trust Fund.


                                      XIV-1

<PAGE>



                                       XV.

                              Fiduciary Provisions

         15.1  Article  Controls.  This Article shall control over any contrary,
inconsistent or ambiguous provisions contained in the Plan.

         15.2  General  Allocation  of Fiduciary  Duties.  Each  fiduciary  with
respect  to  the  Plan  shall  have  only   those   specific   powers,   duties,
responsibilities,  and obligations as are specifically given him under the Plan.
The Chief Executive  Officer shall have the sole authority to appoint and remove
the members of the Committee.  Except as otherwise  specifically provided herein
and in the Trust Agreement, the Committee shall have the sole responsibility for
the administration of the Plan, which  responsibility is specifically  described
herein.  Except  as  otherwise  specifically  provided  herein  and in the Trust
Agreement,  the  Trustee  shall  have the sole  responsibility  for the  adminis
tration,  investment,  and  management  of the assets held under the Plan. It is
intended under the Plan that each fiduciary  shall be responsible for the proper
exercise of his own powers, duties, respon sibilities, and obligations hereunder
and shall not be responsible for any act or failure to act of another  fiduciary
except to the extent provided by law or as specifically provided herein.

         15.3  Fiduciary Duty.  Each fiduciary under the Plan, including but not
limited to the Committee and the Trustee as "named fiduciaries," shall discharge
his duties and responsibilities with respect to the Plan:

                  (a) Solely  in  the  interest  of  the  Participants,  for the
         exclusive  purpose  of  providing  benefits  to Participants, and their
         beneficiaries, and defraying reasonable  expenses of  administering the
         Plan;

                  (b) With the care,  skill,  prudence and  diligence  under the
         circumstances  then  prevailing  that a  prudent  man  acting in a like
         capacity and familiar  with such matters would use in the conduct of an
         enterprise of a like character and with like aims;

                  (c) By  diversifying  the  investments  of  the  Plan so as to
         minimize the risk of large losses, unless under the circumstances it is
         prudent not to do so; and

                  (d) In accordance with the documents and instruments governing
         the Plan insofar as such documents and  instruments are consistent with
         applicable law.

No  fiduciary  shall  cause the Plan or Trust Fund to enter  into a  "prohibited
transaction" as provided in section 4975 of the Code or section 406 of the Act.

         15.4 Delegation and Allocation of Fiduciary  Duties.  The Committee may
appoint  subcommittees,  individuals,  or any other agents as it deems advisable
and may delegate to any of such  appointees  any or all of the powers and duties
of the Committee. Such appointment and delegation must be in writing, specifying
the powers or duties  being  delegated,  and must be  accepted in writing by the
delegatee. Upon such appointment, delegation, and acceptance, the delegating

                                      XV-1

<PAGE>



Committee  members shall have no liability for the acts or omissions of any such
delegatee,  as long as the  delegating  Committee  members do not violate  their
fiduciary responsibility in making or continuing such delegation.

         15.5 Indemnification.  The Company shall, to the extent approved by the
Directors,  indemnify  and  hold  harmless  each  of the  Directors,  the  Chief
Executive Officer, and each member of the Committee against any and all expenses
and  liabilities  arising  out  of his  administrative  functions  or  fiduciary
responsibilities,  including any expenses and liabilities  that are caused by or
result from an act or omission constituting the negligence of such individual in
the performance of such functions or  responsibilities,  but excluding  expenses
and liabilities  which are caused by or result from such  individual's own gross
negligence, fraud, or willful or intentional misconduct.  Expenses against which
such person shall be indemnified  hereunder  include,  without  limitation,  the
amounts of any settlement or judgment,  costs, counsel fees, and related charges
reasonably  incurred in connection with a claim asserted or a proceeding brought
or settlement thereof.


                                      XV-2

<PAGE>



                                      XVI.

                                   Amendments

         No amendment of the Plan shall be made that would vest in the Employer,
directly  or  indirectly,  any  interest  in or  control of the Trust  Fund.  No
amendment  shall  be made  that  would  vary the  Plan's  exclusive  purpose  of
providing  benefits to  Participants  and their  beneficiaries  and of defraying
reasonable  expenses  of  administering  the  Plan or  which  would  permit  the
diversion  of any  part of the  Trust  Fund  from  that  exclusive  purpose.  No
amendment shall be made that would reduce any then nonforfeitable  interest of a
Participant.  No amendment shall increase the duties or  responsibilities of the
Trustee  unless  the  Trustee  consents  thereto  in  writing.  Subject to these
limitations  and any other  limitations  contained  in the Act or the Code,  the
Directors  may from time to time amend,  in whole or in part,  any or all of the
provisions  of the Plan on  behalf of all  Employers;  provided,  however,  that
amendments  to the  Plan  that do not  have a  significant  cost  impact  on the
Employers and  amendments  necessary to acquire and maintain a qualified  status
for the Plan  under the Code,  whether  or not  retroactive,  may be made by the
Chief Executive Officer.


                                      XVI-1

<PAGE>



                                      XVII.

                        Discontinuance of Contributions,
          Termination, Partial Termination, and Merger or Consolidation

         17.1 Right to Terminate. The Employer has established the Plan with the
bona fide intention and  expectation  that from year to year it will be able to,
and will deem it  advisable  to,  make its  contributions  as  herein  provided.
However,  the  Directors  realize  that  circumstances  not  now  foreseen,   or
circumstances  beyond its control,  may make it either impossible or inadvisable
to continue to make its contributions to the Plan. Therefore,  the Directors and
the  Chief   Executive   Officer  shall  each  have  the  power  to  discontinue
contributions to the Plan,  terminate the Plan, or partially  terminate the Plan
at any time  hereafter.  Each member of the  Committee  and the Trustee shall be
notified of such discontinuance, termination, or partial termination.

         17.2 Procedure  in  the   Event  of  Discontinuance  of  Contributions,
Termination, or Partial Termination.

                  (a) If the Plan is  amended so as to  permanently  discontinue
Employer  Contributions,  or if Employer  Contributions  are in fact permanently
discontinued,  the Vested Interest of each affected  Participant  shall be 100%,
effective as of the date of discontinuance. In case of such discontinuance,  the
Committee  shall remain in existence  and all other  provisions of the Plan that
are necessary,  in the opinion of the Committee,  for equitable operation of the
Plan shall remain in force.

                  (b) If the Plan is  terminated  or partially  terminated,  the
Vested Interest of each affected  Participant shall be 100%, effective as of the
termination date or partial termination date, as applicable.  Unless the Plan is
otherwise amended prior to dissolution of the Company,  the Plan shall terminate
as of the date of dissolution of the Company.

                  (c) Upon  discontinuance  of  contributions,  termination,  or
partial termination, any previously unallocated contributions,  forfeitures, and
net  income  (or  net  loss)  shall  be  allocated  among  the  Accounts  of the
Participants on such date of discontinuance, termination, or partial termination
according to the  provisions of Article IV.  Thereafter,  the net income (or net
loss) shall continue to be allocated to the Accounts of the  Participants  until
the balances of the Accounts are distributed.

                  (d) In the case of a termination or partial termination of the
Plan, and in the absence of a Plan amendment to the contrary,  the Trustee shall
pay the  balance  of the  Accounts  of a  Participant  for  whom  the Plan is so
terminated, or who is affected by such partial termination, to such Participant,
subject to the time of payment,  form of  payment,  and  consent  provisions  of
Article X.

         17.3 Merger,  Consolidation or  Transfer.  This Plan and Trust Fund may
not merge  or consolidate  with, or transfer  its assets  or liabilities to, any
other  plan,  unless immediately thereafter each Participant would, in the event
such   other   plan   terminated,   be   entitled   to   a   benefit   which  is

                                     XVII-1

<PAGE>



equal to or greater than the benefit to which he would have been entitled if the
Plan were terminated immediately before the merger, consolidation or transfer.


                                     XVII-2

<PAGE>



                                     XVIII.

                             Participating Employers

         18.1     Designation of Other Employers.

                  (a) The Chief  Executive  Officer may  designate any entity or
organization  eligible  by law to  participate  in the Plan and the  Trust as an
Employer by written  instrument  delivered to the Committee  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  that  apply to the  designated  Employer  only and shall
become, as to such designated Employer and its Employees, a part of the Plan and
the Trust Agreement.

                  (b) 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  Trust  Agreement  and any and all  amendments  thereto  upon its
submission  of  information  to the  Committee  required by the terms of or with
respect to the Plan or upon making a contribution  to the Trust Fund pursuant to
the  terms of 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 Committee
required  by the  terms  of or  with  respect  to the  Plan  or  upon  making  a
contribution  to the Trust  Fund  pursuant  to the  terms of the Plan  following
notice of such modification.

                  (c) The provisions of the Plan and the Trust  Agreement  shall
apply  separately  and equally to each  Employer  and its  Employees in the same
manner as is expressly  provided for the Company and its Employees  except that,
in the  case of  Employers  that  are  Controlled  Entities,  forfeitures  to be
allocated  pursuant to Section 4.3(g) and Employer Profit Sharing  Contributions
to be  allocated  pursuant to Section  4.3(d) and (e) shall be  allocated  on an
aggregate  basis among the  Participants  employed by all  Employers;  provided,
however,  that each Employer shall contribute to the Trust Fund its share of the
total  Employer  Profit  Sharing  Contribution  for a  Plan  Year  based  on the
Participants in its employ on the last day of such Plan Year.

                  (d)  Transfer  of  employment  among  Employers  shall  not be
considered a termination of employment hereunder,  and Service with one shall be
considered as Service with all others.

                  (e) Any Employer  may, by  appropriate  action of its Board of
Directors or  noncorporate  counterpart  that is  communicated in writing to the
Committee and to the Chief Executive Officer, terminate its participation in the
Plan  and  the  Trust.  Moreover,  the  Chief  Executive  Officer  may,  in  his
discretion,  terminate an Employer's Plan and Trust participation at any time by
written instrument delivered to the Committee and the designated Employer.


                                     XVIII-1

<PAGE>



         18.2 Single  Plan.  For  purposes of the Code and the Act,  the Plan as
adopted by the Employers  shall  constitute a single plan rather than a separate
plan of each  Employer.  All assets in the Trust Fund shall be  available to pay
benefits to all Participants and their beneficiaries.

                                     XVIII-2

<PAGE>



                                      XIX.

                                  Miscellaneous

         19.1 Not Contract of  Employment.  The adoption and  maintenance of the
Plan shall not be deemed to be a contract between the Employer and any person or
to be consideration  for the employment of any person.  Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Employer or to restrict the right of the Employer to discharge any person at any
time nor shall the Plan be deemed to give the  Employer the right to require any
person to remain in the employ of the Employer or to restrict any person's right
to terminate his employment at any time.

         19.2 Payments  Solely from Trust Fund.  All benefits  payable under the
Plan shall be paid or provided  for solely from the Trust Fund,  and neither the
Employer  nor the  Trustee  assumes  any  liability  or  responsibility  for the
adequacy  thereof.  The  Committee  or the  Trustee may  require  execution  and
delivery of such instruments as are deemed necessary to assure proper payment of
any benefits.

         19.3  Alienation of Interest  Forbidden.  Except as otherwise  provided
with respect to "qualified  domestic relations orders" and certain judgments and
settlements  pursuant to section  206(d) of the Act and sections  401(a)(13) and
414(p) of the Code and except as otherwise  provided under other applicable law,
no right  or  interest  of any kind in any  benefit  shall  be  transferable  or
assignable by any Participant or any beneficiary or be subject to  anticipation,
adjustment, alienation, encumbrance, garnishment, attachment, execution, or levy
of any kind.  Plan  provisions  to the contrary  notwithstanding,  the Committee
shall comply with the terms and provisions of any "qualified  domestic relations
orders,"  including  orders which require  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 Act and section  414(p)(4)(B) of the Code, and
shall establish appropriate procedures to effect the same.

         19.4  Uniformed  Services   Employment  and  Reemployment   Rights  Act
Requirements.  Notwithstanding  any other provision of the Plan to the contrary,
contributions,  benefits,  and service credit with respect to qualified military
service will be provided in accordance with section 414(u) of the Code.

         19.5 No  Benefits to the  Employer.  No part of the corpus or income of
the Trust Fund shall be used for any purpose other than the exclusive purpose of
providing  benefits for the Participants and their  beneficiaries  and defraying
reasonable  expenses of administering the Plan.  Anything to the contrary herein
notwithstanding,  the Plan shall  never be  construed  to vest any rights in the
Employer other than those specifically given hereunder.

         19.6     Power of Attorney.

                  (a)      A Participant may  direct, on the form and within the
time  period prescribed  by the Committee, that the Committee consider and treat
the acts of an agent or attorney-in-fact

                                      XIX-1

<PAGE>



under a power of attorney, which complies with Paragraph (b) of this Section, as
acts of such Participant. The Committee shall honor any such direction and shall
recognize any such act to the extent,  and only to the extent,  that such act is
stated  specifically in the instrument  creating such power of attorney to be an
act that such agent or such  attorney-in-fact is authorized to perform on behalf
of such  Participant  and only to the extent that such act may be  performed  by
such Participant under the terms of the Plan; provided, however, that such agent
or attorney-in-fact  shall not be authorized to perform, and the Committee shall
not   recognize,   any  act  that   results  in  a  benefit  to  such  agent  or
attorney-in-fact,  unless such agent or  attorney-in-fact  was designated as the
beneficiary of such benefit prior to the execution of the power of attorney,  or
any other act that,  under rules and  regulations  promulgated by the Committee,
may not be performed by an agent or attorney-in-fact under a power of attorney.

                  (b)     A power of attorney for purposes of this Section must:

                          (1)      Designate  another  person  as  an  agent  or
         attorney-in-fact;

                          (2)      Be in writing;

                          (3)  Contain the words "this power of attorney is  not
         affected by subsequent  disability or incapacity of the Participant" or
         similar words  evidencing the intent of the Participant  that the power
         of attorney shall remain in full force and effect  notwithstanding  the
         disability or incapacity of the Participant;

                          (4)      State that the power of attorney is effective
         immediately;

                          (5)      Enumerate the specific acts that the agent or
         attorney-in-fact is empowered to  perform on behalf of the Participant;

                          (6)      Be signed and dated by the Participant;

                          (7)      Be acknowledged by a notary public;

                          (8)      Contain a statement signed by the Participant
         whereby the Participant agrees to indemnify the Plan and the members of
         the  Committee  in  accordance  with  Paragraph  (h) and to notify  the
         Committee in writing of any revocation or  modification of the power of
         attorney, which statement may be separate from, but must be affixed to,
         the instrument creating the power of attorney; and

                          (9)      Be  filed  with  the  Committee in accordance
         with rules and regulations established by the Committee;

provided, however, that the Committee in its discretion may waive one or more of
the requirements of this Paragraph.

                  (c) A power of attorney  described in Paragraph  (b) shall not
lapse  because  of the  passage  of time,  unless a time  limitation  is  stated
specifically in the instrument creating the power

                                      XIX-2

<PAGE>



of attorney.  All acts  performed by the agent or  attorney-in-fact  pursuant to
such power of attorney  during any period of  disability  or  incapacity  of the
Participant  shall have the same  effect and shall  inure to the  benefit of and
bind the Participant as if the Participant were not disabled or incapacitated.

                  (d) Nothing in this Section  shall be construed to limit or to
deprive a Participant of any right,  power,  or authority to act under the terms
of the Plan during any period in which an agent or attorney-in-fact is empowered
to act  pursuant to this  Section.  In the event that any act  performed by such
Participant  conflicts  with or  contradicts  an act  performed by such agent or
attorney-in-fact, the act of the Participant shall control.

                  (e) A Participant  may revoke his  direction  made pursuant to
Paragraph  (a), or amend the specific  acts  enumerated in the power of attorney
that the agent or  attorney-in-fact  is empowered to perform, at any time on the
form and within the time period prescribed by the Committee.

                  (f)  A  direction   made   pursuant  to  Paragraph  (a)  by  a
Participant shall be revoked automatically upon the earliest to occur of (1) the
date of qualification of a guardian appointed for such Participant, (2) the date
of death or legal disability of the agent or attorney-in-fact under the power of
attorney,  unless  the  power  of  attorney  designates  a  successor  agent  or
attorney-in-fact,  (3) the date of resignation of the agent or  attorney-in-fact
under the power of attorney, unless the power of attorney designates a successor
agent or attorney in fact, or (4) the date of death of such Participant.

                  (g) The  Committee  shall be  entitled to act in reliance on a
direction  made pursuant to Paragraph (a) and a power of attorney filed with the
Committee unless and until the Committee  receives actual notice in writing that
such  direction or the  authority  granted under such power of attorney has been
revoked in whole or in part pursuant to Paragraph (e) or (f) above. Such written
notice must be given by the  Participant,  agent or  attorney-in-fact  under the
power of attorney,  any guardian appointed for such Participant or such agent or
attorney-in-fact,  executor or administrator of such Participant's or agent's or
attorney's-in-fact estate, or court order.

                  (h) A  Participant  who  directs  the  Committee  pursuant  to
Paragraph (a) shall  indemnify and hold harmless the Plan and each member of the
Committee against any and all expenses and liabilities arising out of his or its
reliance on such  direction  and such power of attorney,  including any expenses
and  liabilities  that  are  caused  by  or  result  from  an  act  or  omission
constituting  the negligence of such member or the Plan, but excluding  expenses
and  liabilities  that are caused by or result from such  member's or the Plan's
own gross negligence or willful  misconduct.  Expenses against which such member
or the Plan shall be indemnified hereunder shall include, but not be limited to,
the amounts of any  settlement or judgment,  costs,  counsel  fees,  and related
charges reasonably  incurred in connection with a claim asserted or a proceeding
brought or settlement thereof.

         19.7     Severability.   If  any  provision  of this Plan shall be held
illegal  or  invalid  for  any  reason,  said illegality or invalidity shall not
affect the remaining provisions hereof; instead, each

                                      XIX-3

<PAGE>



provision  shall be fully severable and the Plan shall be construed and enforced
as if said illegal or invalid provision had never been included herein.

         19.8     Jurisdiction.  The situs of the Plan is Texas.  All provisions
of  the Plan shall  be construed  in accordance with the laws of Texas except to
the extent preempted by federal law.

         19.9     Payments to Minors and  Incompetents.   If  a  Participant  or
beneficiary  entitled  to  receive  a  benefit  under  the Plan is a minor or is
determined by the Committee in its  discretion to be  incompetent or is adjudged
by a court of  competent  jurisdiction  to be legally  incapable of giving valid
receipt and discharge for a benefit  provided  under the Plan, the Committee may
pay  such  benefit  to the  duly  appointed  guardian  or  conservator  of  such
Participant or beneficiary  for the account of such  Participant or beneficiary.
If no  guardian  or  conservator  has been  appointed  for such  Participant  or
beneficiary,  the  Committee  may pay such  benefit  to any  third  party who is
determined by the Committee, in its sole discretion, to be authorized to receive
such benefit for the account of such  Participant or  beneficiary.  Such payment
shall operate as a full  discharge of all  liabilities  and  obligations  of the
Plan, the Committee,  the Trustee,  the Employer,  and any fiduciary of the Plan
with respect to such benefit.

         19.10  Participant's  Address. It shall be the affirmative duty of each
Participant  to inform the Committee of, and to keep on file with the Committee,
his current  mailing  address and the current  mailing address of his designated
beneficiary.  If a  Participant  fails to keep  the  Committee  informed  of his
current  mailing  address  and the  current  mailing  address of his  designated
beneficiary, neither the Plan, the Committee, the Trustee, the Employer, nor any
fiduciary  under the Plan shall be responsible for any late or lost payment of a
benefit or for  failure of any notice to be provided  timely  under the terms of
the Plan.

                                      XIX-4

<PAGE>



                                       XX.

                                Top-Heavy Status

         20.1   Article   Controls.    Any   Plan  provisions  to  the  contrary
notwithstanding,  the  provisions  of  this  Article shall control to the extent
required to cause the Plan to comply with the requirements imposed under section
416 of the Code.

         20.2   Definitions.   For purposes of this Article, the following terms
and phrases shall have these respective meanings:

                  (a) Account  Balance:  As of any Valuation Date, the aggregate
         amount  credited  to  an  individual's  account  or  accounts  under  a
         qualified  defined  contribution  plan  maintained by the Employer or a
         Controlled  Entity  (excluding   employee   contributions   which  were
         deductible  within the meaning of section 219 of the Code and  rollover
         or transfer contribu tions made after December 31, 1983 by or on behalf
         of such  individual to such plan from another  qualified plan sponsored
         by an entity other than the Employer or a Controlled Entity), increased
         by (1) the aggregate  distributions  made to such  individual from such
         plan during a five-year period ending on the Determination Date and (2)
         the  amount  of any  contributions  due as of  the  Determination  Date
         immediately following such Valuation Date.

                  (b) Accrued  Benefit:  As of any Valuation  Date,  the present
         value  (computed  on the basis of the  Assumptions)  of the  cumulative
         accrued benefit (excluding the portion thereof which is attributable to
         employee contributions which were deductible pursuant to section 219 of
         the Code, to rollover or transfer contributions made after December 31,
         1983,  by or on behalf  of such  individual  to such plan from  another
         qualified  plan  sponsored  by an entity  other than the  Employer or a
         Controlled Entity, to proportional  subsidies or to ancillary benefits)
         of an individual  under a qualified  defined benefit plan maintained by
         the Employer or a  Controlled  Entity  increased  by (1) the  aggregate
         distributions made to such individual from such plan during a five-year
         period ending on the Determination  Date and (2) the esti mated benefit
         accrued  by  such  individual  between  such  Valuation  Date  and  the
         Determination  Date immediately  following such Valuation Date.  Solely
         for the purpose of determining top-heavy status, the Accrued Benefit of
         an individual  shall be determined  under (1) the method,  if any, that
         uniformly  applies for accrual  purposes  under all  qualified  defined
         benefit plans maintained by the Employer and the Controlled Entities or
         (2) if there is no such  method,  as if such  benefit  accrued not more
         rapidly than under the slowest  accrual rate  permitted  under  section
         411(b)(1)(C) of the Code.

                  (c) Aggregation Group: The group of qualified plans maintained
         by the Employer and each Controlled  Entity consisting of (1) each plan
         in which a Key Employee participates and each other plan that enables a
         plan in which a Key Employee  participates to meet the  requirements of
         sections  401(a)(4)  or 410 of the Code or (2) each plan in which a Key
         Employee  participates,  each other plan that enables a plan in which a
         Key  Employee   participates  to  meet  the  requirements  of  sections
         401(a)(4)  or 410 of the  Code and any  other  plan  that the  Employer
         elects to include as a part of such group; provided, however, that the

                                      XX-1

<PAGE>



         Employer  may elect to  include a plan in such  group only if the group
         will continue to meet the requirements of sections 401(a)(4) and 410 of
         the Code with such plan being taken into account.

                  (d) Assumptions:  The interest rate and mortality  assumptions
         specified for top-heavy  status  determination  purposes in any defined
         benefit plan included in the Aggregation Group including the Plan.

                  (e) Determination  Date:  For the first Plan Year of any plan,
         the last day  of such Plan  Year and  for each  subsequent Plan Year of
         such plan, the last day of the preceding Plan Year.

                  (f) Key Employee:  A "key employee" as defined in section
         416(i) of the Code and the Treasury Regulations thereunder.

                  (g) Plan   Year:    With  respect  to  any  plan,  the  annual
         accounting period used by such plan for annual reporting purposes.

                  (h) Remuneration:   415  Compensation  as  defined  in Section
         4.5(a)(2).

                  (i)  Valuation  Date:  With  respect  to any Plan  Year of any
         defined contribution plan, the most recent date within the twelve-month
         period  ending  on a  Determination  Date as of which  the  trust  fund
         established  under  such plan was  valued  and the net income (or loss)
         thereof allocated to participants'  accounts.  With respect to any Plan
         Year of any  defined  benefit  plan,  the  most  recent  date  within a
         twelve-month period ending on a Determination Date as of which the plan
         assets were valued for purposes of computing plan costs for purposes of
         the requirements imposed under section 412 of the Code.

         20.3     Top-Heavy Status.

                  (a) The Plan shall be deemed to be top-heavy  for a Plan Year,
if, as of the  Determination  Date for such Plan  Year,  (1) the sum of  Account
Balances of Participants who are Key Employees exceeds 60% of the sum of Account
Balances of all Participants  unless an Aggregation  Group including the Plan is
not top-heavy or (2) an Aggregation  Group  including the Plan is top-heavy.  An
Aggregation Group shall be deemed to be top-heavy as of a Determination  Date if
the sum (computed in accordance  with section  416(g)(2)(B)  of the Code and the
Treasury Regulations  promulgated thereunder) of (1) the Account Balances of Key
Employees under all defined contribution plans included in the Aggregation Group
and (2) the Accrued  Benefits of Key Employees  under all defined  benefit plans
included in the Aggregation Group exceeds 60% of the sum of the Account Balances
and the Accrued  Benefits of all individuals  under such plans.  Notwithstanding
the foregoing,  the Account Balances and Accrued Benefits of individuals who are
not Key  Employees in any Plan Year but who were Key Employees in any prior Plan
Year shall not be considered in determining the top-heavy status of the Plan for
such Plan Year. Further, notwithstanding the foregoing, the Account Balances and
Accrued Benefits of individuals who have not performed services for the Employer
or any Controlled  Entity at any time during the five-year  period ending on the
applicable Determination Date shall not be considered.

                                      XX-2

<PAGE>



                  (b) If the Plan is determined to be top-heavy for a Plan Year,
the Vested  Interest in the Profit Sharing  Account of each  Participant  who is
credited  with an Hour of Service  during such Plan Year shall be  determined in
accordance with the following schedule:

<TABLE>
<CAPTION>

                        Years of
                     Vesting Service                        Vested Interest
                 <S>                                        <C>  

                 Less than       2   years                           0%
                                 2   years                          20%
                                 3   years                          40%
                                 4   years                          60%
                                 5   years                          80%
                                 6   years or more                 100%

</TABLE>

                  (c) If the Plan is determined to be top-heavy for a Plan Year,
the Employer  shall  contribute to the Plan for such Plan Year on behalf of each
Participant  who is not a Key Employee and who has not terminated his employment
as of the last day of such Plan Year an amount equal to:

                           (1)  the  lesser  of  (A)  3% of  such  Participant's
         Remuneration for such Plan Year or (B) a percent of such  Participant's
         Remuneration   for  such  Plan  Year  equal  to  the  greatest  percent
         determined  by dividing for each Key Employee the amounts  allocated to
         such Key  Employee's  Tax  Deferred  Savings  Account,  Employer  Match
         Account  and  Profit  Sharing  Account  for such  Plan Year by such Key
         Employee's Remuneration; reduced by

                           (2)  the   amounts   of   Employer   Profit   Sharing
         Contributions and forfeitures  allocated to such  Participant's  Profit
         Sharing Account for such Plan Year.

The minimum  contribution  required to be made for a Plan Year  pursuant to this
Paragraph for a Participant  employed on the last day of such Plan Year shall be
made regardless of whether such  Participant is otherwise  ineligible to receive
an   allocation   of  the   Employer's   contributions   for  such  Plan   Year.
Notwithstanding the foregoing,  if the Plan is deemed to be top-heavy for a Plan
Year, the Employer's  contribution for such Plan Year pursuant to this Paragraph
shall be increased by substituting  "4%" in lieu of "3%" in Clause (1) hereof to
the extent that the  Directors  determine to so increase  such  contribution  to
comply with the provisions of section 416(h)(2) of the Code. Notwithstanding the
foregoing,  no contribution  shall be made pursuant to this Paragraph for a Plan
Year with  respect to a  Participant  who is a  participant  in another  defined
contribution  plan  sponsored  by the  Employer or a  Controlled  Entity if such
Participant  receives under such other defined  contribution  plan (for the plan
year of  such  plan  ending  with  or  within  the  Plan  Year  of this  Plan) a
contribution which is equal to or greater than the minimum contribution required
by section 416(c)(2) of the Code. Notwithstanding the foregoing, no contribution
shall be made  pursuant  to this  Paragraph  for a Plan Year with  respect  to a
Participant  who is a  participant  in a defined  benefit plan  sponsored by the
Employer or a Controlled  Entity if such Participant  accrues under such defined
benefit plan (for the plan year of such plan ending with or within the Plan Year
of this Plan) a benefit  which is at least  equal to the  benefit  described  in
section 416(c)(1) of the Code. If the preceding sentence is not applicable,  the
requirements of this Paragraph shall be met by providing a minimum

                                      XX-3

<PAGE>



benefit under such defined benefit plan which,  when considered with the benefit
provided under the Plan as an offset, is at least equal to the benefit described
in section 416(c)(1) of the Code.

         20.4 Termination of Top-Heavy Status. If the Plan has been deemed to be
top-heavy for one or more Plan Years and thereafter ceases to be top-heavy,  the
provisions of this Article shall cease to apply to the Plan  effective as of the
Determination  Date  on  which  it is  determined  to no  longer  be  top-heavy.
Notwithstanding  the foregoing,  the Vested  Interest of each  Participant as of
such  Determination  Date  shall  not be  reduced  and,  with  respect  to  each
Participant who has three or more years of Vesting Service on such Determination
Date,  the  Vested  Interest  of each  such  Participant  shall  continue  to be
determined in accordance with the schedule set forth in Section 20.3(b).


         20.5 Effect of Article.  Notwithstanding  anything  contained herein to
the  contrary,  the  provisions  of  this  Article  shall  automatically  become
inoperative and of no effect to the extent not required by the Code or the Act.


                                      XX-4

<PAGE>


         EXECUTED this        day of                          , 1998.
                      --------      --------------------------

ATTEST:                                  BROWN & ROOT, INC.



----------------------------             -----------------------------------
                                         By




                                      (vii)

