Unassociated Document


    EXHIBIT
      10-9

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    HALLIBURTON
      COMPANY

     

    DIRECTORS’
      DEFERRED COMPENSATION PLAN

     

    AS
      AMENDED AND RESTATED

     

    EFFECTIVE
      AS OF JANUARY 1, 2007

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    


    
      	
               

            	
              TABLE
                OF CONTENTS

            


    

     

    
      	 	 	
              Page

            
	
              ARTICLE
                I

            	
              PURPOSE
                OF PLAN

            	
              2

            
	
              ARTICLE
                II

            	
              DEFINITIONS

            	
              3

            
	
              ARTICLE
                III

            	
              ADMINISTRATION
                OF THE PLAN

            	
              5

            
	
              ARTICLE
                IV

            	
              DEFERRED
                COMPENSATION

            	
              7

            
	
              ARTICLE
                V

            	
              INTEREST

            	
              9

            
	
              ARTICLE
                VI

            	
              STOCK
                EQUIVALENTS

            	
              10

            
	
              ARTICLE
                VII

            	
              NATURE
                OF PLAN

            	
              12

            
	
              ARTICLE
                VIII

            	
              TERMINATION
                OF THE PLAN

            	
              13

            
	
              ARTICLE
                IX

            	
              AMENDMENT
                OF THE PLAN

            	
              14

            
	
              ARTICLE
                X

            	
              GENERAL
                PROVISIONS

            	
              15

            
	
              ARTICLE
                XI

            	
              EFFECTIVE
                DATE

            	
              16

            


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    



     


    
      
              

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    HALLIBURTON
      COMPANY

     

    DIRECTORS’
      DEFERRED COMPENSATION PLAN

     

    AS
      AMENDED AND RESTATED

     

    EFFECTIVE
      AS OF JANUARY 1, 2007

     

    The
      Board
      of Directors of Halliburton Company having heretofore established the Directors’
Deferred Compensation Plan, pursuant to the provisions of Article VII of said
      Plan, hereby amends and supplements said Plan to be effective in accordance
      with
      the provisions of ARTICLE XI hereof.

     


    
      
              

                      
    

        
        

      

      
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    ARTICLE
      I

    PURPOSE
      OF PLAN

     

    


     

    The
      purpose of the Plan is to assist the Directors of the Company in planning for
      their retirement.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

    DEFINITIONS

     

    


     

    Where
      the
      following words and phrases appear herein, they shall have the respective
      meanings set forth in this ARTICLE II, unless the context clearly indicates
      to
      the contrary.

     

    Section
      2.01       “Accounts”
      shall mean a Participant’s Interest Bearing Account and/or Stock Equivalents
      Account.

     

    Section
      2.02       “Administrator”
      shall mean any administrator appointed by the Committee pursuant to Section
      3.01
      herein or, in the absence of any such appointment, the Committee.

     

    Section
      2.03       “Board
      of Directors” shall mean the Board of Directors of the Company.

     

    Section
      2.04       “Committee”
      shall mean the committee of those individuals (each of whom shall be a Director)
      appointed by the Board of Directors pursuant to Article III hereof.

     

    Section
      2.05       “Company”
      shall mean Halliburton Company.

     

    Section
      2.06       “Compensation”
      shall mean a Participant’s cash compensation for services as a
      Director.  Equity compensation provided to a Director for service on
      the Board of Directors is not included within the definition of “Compensation”
for purposes of this Plan.

     

    Section
      2.07       “Deferral
      Termination Date” shall mean the date a Participant has a “separation from
      service” from the Company within the meaning of Section 409A of the Internal
      Revenue Code of 1986, as amended, and the regulations promulgated
      thereunder.

     

    Section
      2.08       “Deferred
      Compensation” shall mean Compensation deferred pursuant to the provisions of
      this Plan.

     

    Section
      2.09       “Director”
      shall mean a member of the Board of Directors of the Company.

     

    Section
      2.10       “Earned”
      or any variant thereof, when used herein with respect to Compensation or
      Deferred Compensation or interest accrued pursuant to Section 5.02, shall refer
      to the end of a calendar quarter and, when used with respect to a dividend
      or
      distribution on the Company’s common stock referenced in Section 6.02, shall
      refer to the date of payment of such dividend or distribution by the
      Company.

     

    Section
      2.11       “Interest
      Bearing Account” shall mean the Participant’s Interest Bearing Account
      established pursuant to Section 4.03 herein.

     


    
      
        
        

      

      
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    Section
      2.12        “Market
      Price” of the common stock of the Company on any date shall mean the closing
      sales price per share for the common stock (or, if no closing sales price is
      reported, the average of the bid and ask prices per share on such date) on
      the
      New York Stock Exchange or, if the common stock is not then listed on such
      Exchange, such other national or regional securities exchange upon which the
      common stock is so listed, as reported in the composite transactions for the
      principal United States securities exchange on which the common stock is then
      listed or, if the common stock is not then listed on any such exchange, as
      reported by The NASDAQ Stock Market, Inc.

     

    Section
      2.13        “Participant”
      shall mean any Director of the Company who has elected to have all or a part
      of
      his Compensation deferred pursuant to the Plan.

     

    Section
      2.14        “Plan”
      shall mean the Halliburton Company Directors’ Deferred Compensation Plan, as
      amended and restated effective as of January 1, 2007, and as the same may
      thereafter be amended from time to time.

     

    Section
      2.15        “Plan
      Earnings” shall mean amounts of interest to which reference is made in
      Section 5.01 herein and of dividends and distributions to which reference is
      made in Section 6.02 herein.

     

    Section
      2.16        “Stock
      Equivalent” shall mean a measure of value equal to one share of the
      Company’s common stock.

     

    Section
      2.17        “Stock
      Equivalents Account” shall mean the Participant’s Stock Equivalents Account
      established pursuant to Section 4.03 herein.

     


    
      
        
        

      

      
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    ARTICLE
      III

    ADMINISTRATION
      OF THE PLAN

     

    


     

    Section
      3.01         Committee.  The
      Board of Directors shall appoint a Committee to administer, construe and
      interpret the Plan.  Such Committee, or such successor Committee as
      may be duly appointed by the Board of Directors, shall serve at the pleasure
      of
      the Board of Directors.  Decisions of the Committee with respect to
      any matter involving the Plan shall be final and binding on the Company and
      all
      Participants.  The Committee may designate an Administrator to aid the
      Committee in its administration of the Plan.  Such Administrator shall
      maintain complete and adequate records pertaining to the Plan, including but
      not
      limited to Participants’ Interest Bearing Accounts and Stock Equivalent
      Accounts, and shall serve at the pleasure of the Committee.

     

    Section
      3.02         Indemnity.

     

    (a)  Indemnification.  The
      Company (the “Indemnifying Party”) hereby agrees to indemnify and hold harmless
      the members of the Committee and any Administrator designated by the Committee
      (the “Indemnified Parties”) against any losses, claims, damages or liabilities
      to which any of the Indemnified Parties may become subject to the extent that
      such losses, claims, damages or liabilities or actions in respect thereof arise
      out of or are based upon any act or omission of such Indemnified Party in
      connection with the administration of this Plan (including any act or omission
      constituting negligence on the part of such Indemnified Party, but excluding
      any
      act or omission constituting gross negligence or willful misconduct on the
      part
      of such Indemnified Party), and will reimburse the Indemnified Party for any
      legal or other expenses reasonably incurred by him or her in connection with
      investigating or defending against any such loss, claim, damage, liability
      or
      action.

     


    
      
        
        

      

      
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    (b)  Actions.  Promptly
      after receipt by the Indemnified Party under Section 3.02(a) herein of notice
      of
      the commencement of any action or proceeding with respect to any loss, claim,
      damage or liability against which the Indemnified Party believes he or she
      is
      indemnified under Section 3.02(a), the Indemnified Party shall, if a claim
      with
      respect thereto is to be made against the Indemnifying Party under such Section,
      notify the Indemnifying Party in writing of the commencement thereof; provided,
      however, that the omission so to notify the Indemnifying Party shall not relieve
      it from any liability which it may have to the Indemnified Party to the extent
      the Indemnifying Party is not prejudiced by such omission.  If any
      such action or proceeding shall be brought against the Indemnified Party and
      it
      shall notify the Indemnifying Party of the commencement thereof, the
      Indemnifying Party shall be entitled to participate therein, and, to the extent
      that it shall wish, to assume the defense thereof, with counsel reasonably
      satisfactory to the Indemnified Party, and, after notice from the Indemnifying
      Party to the Indemnified Party of its election to assume the defense thereof,
      the Indemnifying Party shall not be liable to such Indemnified Party under
      Section 3.02(a) for any legal or other expenses subsequently incurred by the
      Indemnified Party in connection with the defense thereof other than reasonable
      costs of investigation or reasonable expenses of actions taken at the written
      request of the Indemnifying Party.  The Indemnifying Party shall not
      be liable for any compromise or settlement of any such action or proceeding
      effected without its consent, which consent will not be unreasonably
      withheld.

     


    
      
        
        

      

      
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    ARTICLE
      IV

    DEFERRED
      COMPENSATION

     

    


     

    Section
      4.01          Initial
      Deferral Elections by Participants.  Any Director of the Company
      may at any time elect to participate in the Plan and to have all, or such
      percentage as he may specify, of the Compensation otherwise payable to him
      as a
      Director deferred and paid to him pursuant to the terms of Section 5.02 or
      Section 6.05, as applicable.  Such deferral election shall be made by
      notice in writing in a manner and form acceptable to the Administrator and
      shall
      be applicable only with respect to Compensation for services performed after
      the
      end of the calendar year in which such deferral election is made and prior
      to
      the earlier of the effective date of a further deferral election pursuant to
      Section 4.02 herein or such Participant’s Deferral Termination
      Date.  At the time of making such initial deferral election hereunder,
      a Director shall specify the portion, if any, of such Deferred Compensation
      which will be (i) held subject to the interest payment provisions of ARTICLE
      V
      hereof or (ii) translated into Stock Equivalents in accordance with ARTICLE
      VI
      hereof.

     

    Section
      4.02          Subsequent
      Deferral Elections by Participants.  Subsequent to the initial
      deferral election by a Participant provided for in Section 4.01, a Participant
      may at any time make a subsequent deferral election in like manner to increase
      or decrease the percentage of his Compensation to be deferred pursuant to the
      Plan and to elect the portion of such Deferred Compensation and any Plan
      Earnings to be (i) held subject to the interest payment provisions of ARTICLE
      V
      hereof or (ii) translated into Stock Equivalents in accordance with ARTICLE
      VI
      hereof.  Any such subsequent deferral election shall be effective as
      of the first day of the calendar year following the calendar year in which
      such
      subsequent deferral election is made.  Notwithstanding anything to the
      contrary herein, no such subsequent deferral election shall effect a transfer
      of
      any amount credited, as of the first day of such calendar year, to either the
      Interest Bearing Account or the Stock Equivalents Account from such account
      to
      the other account.

     

    Section
      4.03          Establishment
      of Interest Bearing Accounts and Stock Equivalents
      Accounts.  There shall be established for each Participant an
      account to be designated as such Participant’s Interest Bearing Account and,
      where appropriate, an account to be designated as such Participant’s Stock
      Equivalents Account.

     

    Section
      4.04          Allocations
      to Accounts.  Any Deferred Compensation earned by a Participant
      during a calendar quarter shall be credited to the Interest Bearing Account
      and/or Stock Equivalents Account of such Participant, as applicable, on the
      date
      any such amount is otherwise payable, and any Plan Earnings shall be credited
      in
      accordance with the provisions of Section 5.01 and 6.02, as
      applicable.

     


    
      
        
        

      

      
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    Section
      4.05         Distribution
      Elections.  A Participant may elect, subject to the provisions of
      this Section and Sections 5.02 and 6.05, the form of distribution with respect
      to the Compensation, and Plan Earnings attributable thereto, deferred by the
      Participant and allocated to the Participant’s Interest Bearing Account and
      Stock Equivalents Account, as applicable.  The distribution election
      is not required to be the same for each Account.  A Participant’s
      distribution election under this Section shall be made in writing in a form
      authorized by the Administrator and shall be made at the time the Participant
      makes an initial deferral election under Section 4.01 or a subsequent deferral
      election under Section 4.02.  Any individual who was a Participant at
      any time during calendar year 2007 must make a distribution election before
      December 31, 2007, with such election becoming irrevocable as of January 1,
      2008. A Participant may elect distribution in the form of a lump sum, five
      equal annual installments or ten equal annual installments.  Absent
      any such distribution election by a Participant, the Participant’s Interest
      Bearing Account and Stock Equivalents Account will be distributed in the form
      of
      a lump sum distribution.

     


    
      
        
        

      

      
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    ARTICLE
      V

    INTEREST

     

    


     

    Section
      5.01          Interest.  A
      Participant’s Interest Bearing Account shall be credited as of the end of each
      calendar quarter with an amount equivalent to interest for the number of days
      in
      such quarter (based on a calendar year of 365 days) at Citibank, N.A.’s prime
      rate for major corporate borrowers in effect on the first day of such calendar
      quarter applied to the balance of such account at the beginning of such calendar
      quarter.  (No amount credited to a Participant’s Interest Bearing
      Account subsequent to the beginning of a calendar quarter shall bear interest
      during that calendar quarter.) Notwithstanding any provision to the
      contrary, if a Participant has both an Interest Bearing Account and a Stock
      Equivalents Account and as of January 1, 1999 the Participant ceased making
      additional deferrals into the Interest Bearing Account, the interest
      subsequently earned with respect to the Interest Bearing Account shall be
      credited to the Participant’s Stock Equivalents Account as of the end of each
      calendar quarter.

     

    Section
      5.02          Distribution
      of Interest Bearing Accounts.  When a Participant’s Deferral
      Termination Date occurs, the balance standing in such Participant’s Interest
      Bearing Account at the end of the calendar quarter in which such date occurs
      (after crediting interest thereto in accordance with Section 5.01 herein) shall
      be distributed to such Participant in the form provided under Section 4.05
      hereof.

     

    Until
      payment is made, interest shall continue to accrue in the manner provided in
      Section 5.01.  All Plan Earnings accrued to the date of payment of any
      lump-sum or annual installment shall be paid in conjunction with such
      payment.  The lump-sum payment or the initial annual installment shall
      be distributed on the last business day of January next following the close
      of
      the calendar year in which the Participant’s Deferral Termination Date
      occurs.  The remaining installments, if any, shall be distributed at
      annual intervals thereafter.

     

    If
      a
      Participant’s Deferral Termination Date occurs by reason of his death or if he
      dies after his Deferral Termination Date, but prior to receipt of all
      distributions provided for in this Section, all cash distributable hereunder
      shall be distributed in a lump sum to such Participant’s estate or personal
      representative as soon as administratively feasible following such Participant’s
      death.

     


    
      
        
        

      

      
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    ARTICLE
      VI

    STOCK
      EQUIVALENTS

     

    


     

    Section
      6.01          Stock
      Equivalents Accounts.  The number of Stock Equivalents, or
      fractions thereof, to be credited to a Participant’s Stock Equivalents Account
      in accordance with Section 4.04 shall be determined by dividing the amount
      of
      Deferred Compensation and Plan Earnings to be allocated to such account pursuant
      to the Participant’s specifications given in accordance with Article IV by the
      Market Price of the Company’s common stock on the trading day next preceding the
      last business day of the calendar quarter specified in Section
      4.04.  The number of Stock Equivalents, so determined, shall be
      credited to the Stock Equivalents Account established for the
      Participant.

     

    Section
      6.02          Cash
      and Property Dividend Credits.  Additional credits shall be made
      to a Participant’s Stock Equivalents Account throughout the period of such
      Participant’s participation in the Plan, and thereafter until all distributions
      to which the Participant is entitled under Section 6.05 or ARTICLE VIII shall
      have been made, in amounts equal to the Plan Earnings consisting of the cash
      or
      fair market value of any dividends or distributions declared and made with
      respect to the Company’s common stock payable in cash, securities issued by the
      Company (other than the Company’s common stock but including any such securities
      convertible into the Company’s common stock) or other property which the
      Participant would have received from time to time had he been the owner on
      the
      record dates for the payment of such dividends of the number of shares of the
      Company’s common stock equal to the number of Stock Equivalents in his Stock
      Equivalents Account on such dates.  Each such credit shall be effected
      as of the payment date for such dividend or distribution.

     

    Section
      6.03          Stock
      Dividend Credits.  Additional credits shall be made to a
      Participant’s Stock Equivalents Account throughout the period of his
      participation in the Plan, and thereafter until all distributions to which
      the
      Participant is entitled under Section 6.05 or ARTICLE VIII shall have been
      made,
      of a number of Stock Equivalents equal to the number of shares (including
      fractional shares) of the Company’s common stock to which the Participant would
      have been entitled from time to time as common stock dividends had such
      Participant been the owner on the record dates for the payments of such stock
      dividends of the number of shares of the Company’s common stock equal to the
      number of Stock Equivalents credited to his Stock Equivalents Account on such
      dates.  Such additional credits shall be effected as of the end of the
      calendar quarter in which payment of such stock dividend is made.

     


    
      
        
        

      

      
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    Section
      6.04          Recapitalization.  If,
      as a result of a split or combination of the Company’s outstanding common stock
      or other recapitalization or reorganization, the number of shares of the
      Company’s outstanding common stock is increased or decreased or all or a portion
      of the Company’s outstanding common stock is exchanged for or converted into
      other securities issued by the Company (including without limitation securities
      convertible into the Company’s common stock) or other property, the number of
      Stock Equivalents credited to a Participant’s Stock Equivalents Account shall,
      to the extent reasonably practicable, be equitably adjusted to give effect
      to
      such recapitalization or reorganization (taking into account the fair market
      value of any securities or other property for which the Company’s common stock
      was exchanged or into which it was converted) as if the Participant had owned
      of
      record on the effective date of such recapitalization or reorganization a number
      of shares of the Company’s common stock equal to the number of Stock Equivalents
      credited to his Stock Equivalents Account immediately prior
      thereto.  To the extent that any such adjustment is not reasonably
      practicable, the Board of Directors shall give consideration to amending the
      Plan pursuant to ARTICLE IX in order to give effect to the purpose of the Plan
      and, if no such amendments can be effected or are considered desirable, to
      terminating the Plan pursuant to ARTICLE VIII.

     

    Section
      6.05          Distributions
      from Stock Equivalent Account After Participant’s
      Deferral  Termination Date.  When a Participant’s
      Deferral Termination Date occurs, the Company shall become obligated to make
      the
      distributions prescribed in paragraphs (a) and (b) below.  At the time
      of any distribution, each Stock Equivalent to be distributed shall be converted
      into one share of the Company’s common stock and such share shall be distributed
      to the Participant.  Any fraction of a Stock Equivalent to be
      distributed shall be converted into an amount in cash equal to the Market Price
      of one share of the Company’s common stock on the trading day next preceding the
      date of distribution multiplied by such fraction and such cash shall be
      distributed to the Participant.

     

    (a)  Distribution
      shall be made in the form provided under Section 4.05 hereof.  Until
      payment is made, Plan Earnings shall continue to be credited in the manner
      provided in Section 6.02.  All Plan Earnings accrued to the date of
      any lump-sum distribution or annual installment shall be paid in conjunction
      with such payment.  The lump-sum or the initial annual installment
      shall be distributed on the last business day of January next following the
      close of the calendar year in which the Participant’s Deferral Termination Date
      occurs.  The remaining installments, if any, shall be distributed at
      annual intervals thereafter.

     

    (b)  If
      a
      Participant’s Deferral Termination Date shall occur by reason of his death or if
      he shall die after his Deferral Termination Date but prior to receipt of all
      distributions provided for in this Section, all Stock Equivalents, or the
      undistributed balance thereof, shall be distributed to such Participant’s estate
      or personal representative as soon as administratively feasible following such
      Participant’s death.

     


    
      
        
        

      

      
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    ARTICLE
      VII

    NATURE
      OF PLAN

     

    


     

    The
      adoption of this Plan and any setting aside of amounts by the Company with
      which
      to discharge its obligations hereunder shall not be deemed to create a
      trust.  Legal and equitable title to any funds so set aside shall
      remain in the Company, and any recipient of benefits hereunder shall have no
      security or other interest in such funds.  Any and all funds so set
      aside shall remain subject to the claims of the general creditors of the
      Company, present and future.  This provision shall not require the
      Company to set aside any funds, but the Company may set aside such funds if
      it
      chooses to do so.

     


    
      
        
        

      

      
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    ARTICLE
      VIII

    TERMINATION
      OF THE PLAN

     

    


     

    The
      Board
      of Directors may terminate the Plan at any time.  Upon termination of
      the Plan, distributions in respect of credits to Participants’ Accounts as of
      the date of termination shall be made in the manner and at the time prescribed
      in Section 5.02 or 6.05, as applicable.

     


    
      
        
        

      

      
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    ARTICLE
      IX

    AMENDMENT
      OF THE PLAN

     

    


     

    The
      Board
      of Directors may, without the consent of Participants or their beneficiaries,
      amend the Plan at any time and from time to time; provided, however, that no
      amendment may deprive a Participant of the amounts allocated to his or her
      Accounts or be retroactive in effect to the prejudice of any
      Participant.

     


    
      
        
        

      

      
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    ARTICLE
      X

    GENERAL
      PROVISIONS

     

    


     

    Section
      10.01        No
      Preference.  No Participant shall have any preference over the
      general creditors of the Company in the event of the Company’s
      insolvency.

     

    Section
      10.02        Authorized
      Payments.

     

    (a)  If
      the
      Committee receives evidence satisfactory to it that any person entitled to
      receive a periodic payment hereunder is, at the time the benefit is payable,
      physically, mentally or legally incompetent to receive such payment and to
      give
      a valid receipt therefore, and that an individual or institution is then
      maintaining or has custody of such person and that no guardian, committee or
      other representative of the estate of such person has been duly appointed,
      the
      Committee may direct that such periodic payment or portion thereof be paid
      to
      such individual or institution maintaining or having custody of such person,
      and
      the receipt of such individual or institution shall be valid and a complete
      discharge for the payment of such benefit.

     

    (b)  Payments
      to be made hereunder may, at the written request of the Participant, be made
      to
      a bank account designated by such Participant, provided that deposits to the
      credit of such Participant in any bank or trust company shall be deemed payment
      into his hands.

     

    (c)  Notwithstanding
      any other provisions of the Plan, if any amounts payable under the Plan are
      found in a “determination” (within the meaning of Section 1313(a) of the
      Internal Revenue Code of 1986) to have been includible in gross income of a
      Participant prior to payment of such amounts hereunder, such amounts shall
      be
      paid to such Participant as soon as practicable after the Committee is advised
      of such determination.  For purposes of this paragraph, the Committee
      shall be entitled to rely on an affidavit by a Participant and a copy of the
      determination to the effect that a determination described in the preceding
      sentence has occurred.

     

    Section
      10.03        Gender
      Words.  Wherever any words are used herein in the masculine,
      feminine or neuter gender, they shall be construed as though they were also
      used
      in another gender in all cases where they would so apply, and whenever any
      words
      are used herein in the singular or plural form, they shall be construed as
      though they were also used in the other form in all cases where they would
      so
      apply.

     

    Section
      10.04        Assignment
      of Benefits.  Benefits provided under the Plan may not be assigned
      or alienated, either voluntarily or involuntarily, other than by will or the
      applicable laws of descent and distribution.

     

    Section
      10.05        Conflicts
      of Laws.  THE LAWS OF THE STATE OF TEXAS SHALL CONTROL THE
      INTERPRETATION AND PERFORMANCE OF THE TERMS OF THE PLAN.  THE PLAN IS
      NOT INTENDED TO QUALIFY UNDER SECTION 401(a) OF THE INTERNAL REVENUE CODE OF
      1986, AS AMENDED, OR TO COMPLY WITH THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT
      OF 1974, AS AMENDED.

     


    
      
        
        

      

      
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    ARTICLE
      XI

    EFFECTIVE
      DATE

     

    


     

    This
      amendment and restatement of the Plan shall be effective as of January 1, 2007,
      and shall continue in force during subsequent years unless amended or revoked
      by
      action of the Board of Directors.

     

    HALLIBURTON
      COMPANY

     

    


     

    By           /s/
      David J. Lesar

    David
      J. Lesar

    Chairman
      of the Board,
      President

    and
      Chief Executive
      Officer

    



    
      
        
        

      

      
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