Unassociated Document


    EXHIBIT
      10-8

     

    


     

    


     

    


     

    


     

    HALLIBURTON
      COMPANY

     

    PENSION
      EQUALIZER PLAN

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

     

     

    


     

    


     

    


     

    As
      Amended and Restated

     

    Effective
      March 1, 2007

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PREAMBLE

     

    Halliburton
      Company, a Delaware corporation (the “Company”), established this Pension
      Equalizer Plan (the “Plan”), effective as of January 1, 2004, to provide
      payments for individual Pension Equalizer Benefits to eligible employees of
      the
      Company.  The Company now desires to amend and restate the Plan as
      follows, effective as of March 1, 2007:

     

    ARTICLE
      I

    DEFINITIONS

     

    Each
      of
      the following terms shall have the meaning set forth in this Article I for
      purposes of the Plan and any amendments thereto:

     

    
      	
              1.1  

            	
              Administrator:  The
                person or persons appointed by the Board to administer the
                Plan.

            


    

     

    
      	
              1.2  

            	
              Affiliate:  Any
                person or entity who or which controls, is controlled by or is under
                common control with the Company.  For purposes of this
                definition, the terms “control” and “controlled by” as used with respect
                to the Company or any person or entity shall mean possession, directly
                or
                indirectly, of the power to direct or cause the direction of the
                management and policies of the Company or such person or entity,
                whether
                through the ownership of an equity interest in the Company or such
                person
                or entity, by contract or
                otherwise.

            


    

     

    
      	
              1.3  

            	
              Board:  The
                Board of Directors of the Company.

            


    

     

    
      	
              1.4  

            	
              Code:  The
                Internal Revenue Code of 1986, as
                amended.

            


    

     

    
      	
              1.5  

            	
              Company:  Halliburton
                Company, including any of its Subsidiaries or
                Affiliates.

            


    

     

    
      	
              1.6  

            	
              Company
                Contributions:  Amounts contributed by the Company for
                the benefit of a Participant other than from a Participant’s Eligible
                Compensation under any Company defined contribution deferred compensation
                plan.

            


    

     

    
      	
              1.7  

            	
              Eligible
                Compensation:  The total of
                the annual base pay, annual bonus amount under any
                performance-based incentive compensation plan, including any elective
                contributions made on a Participant’s behalf by the Company that are not
                includable in income under Section 125, Section 402(e)(3) or Section
                402(h) of the Code and any amounts not included in the gross income
                of a
                Participant under a salary reduction agreement by reason of the
                application of Section 132(f) of the Code, paid by the Company to
                or for
                the benefit of the Participant during a Plan
                Year.     

            


    

     

    
      	
              1.8  

            	
              Employee:    An
                employee of the Company.

            


    

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	
              1.9  

            	
              Eligible
                Employee:  An Employee who, as of September 29, 1998,
                (a) was a participant in either the Dresser Industries, Inc. Retirement
                Savings Plan A or the Dresser Industries, Inc. Retirement Savings
                Plan B
                (each, a “Dresser Savings Plan”) and was actively employed by Dresser
                Industries, Inc. or any affiliate of Dresser Industries, Inc. that
                was a
                participating employer in a Dresser Savings Plan, and (b) was entitled
                to
                a Pension Equalizer Contribution under such
                plan.

            


    

     

    
      	
              1.10  

            	
              Participant:  An
                Eligible Employee who has commenced, but not terminated, participation
                in
                the Plan as provided in Article II.  Schedule A contains a list
                of Participants and their respective Pension Equalizer Percentages
                as of
                January 1, 2007.

            


    

     

    
      	
              1.11  

            	
              Pension
                Equalizer Benefit:  The amount calculated under Article
                III.

            


    

     

    
      	
              1.12  

            	
              Pension
                Equalizer Percentage:  The percentage set forth for
                each Participant on Schedule A.

            


    

     

    
      	
              1.13  

            	
              Plan:  The
                Halliburton Company Pension Equalizer Plan, as amended from time
                to
                time.

            


    

     

    
      	
              1.14  

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

            


    

     

    
      	
              1.15  

            	
              Schedule
                A:  The Schedule A attached to the Plan setting forth a
                list of Participants and the Pension Equalizer Percentage for each
                Participant as of January 1, 2007.

            


    

     

    
      	
              1.16  

            	
              Subsidiary:  At
                any given time, any other corporation of which an aggregate of 80%
                or more
                of the outstanding voting stock is owned of record or beneficially,
                directly or indirectly, by the Company or any other of its
                Subsidiaries.

            


    

     

    
      	
              1.17  

            	
              Termination
                Date:  The earlier of the date (a) a Participant
                attains age 65 or (b) a Participant’s service to the Company ends by
                reason of retirement, resignation, disability, death or other event
                that
                has the effect of terminating the Participant’s service to the Company;
                provided, however, that for purposes of this clause (b), a date shall
                not
                be a “Termination Date” until there has been a “Separation from Service”
                within the meaning of Section 409A(a)(2)(A)(i) of the Code and
                accompanying Treasury regulations.

            


    

     

    ARTICLE
      II

    PARTICIPATION

     

    
      	
              2.1  

            	
              Admission
                as a Participant

            


    

     

    Participation
      in the Plan is closed to new entrants.  A complete list of
      Participants as of January 1, 2007, is included on Schedule A.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              2.2  

            	
              Termination
                of Participation

            


    

     

    Participation
      under the Plan shall cease as of the Plan Year following the Plan Year during
      which a Participant’s Termination Date occurs.   For example, if
      a Participant has a Termination Date during the 2007 Plan Year, a Pension
      Equalizer Benefit would be paid in 2008 based on Eligible Compensation for
      that
      portion of the 2007 Plan Year prior to such Participant’s Termination
      Date.

     

    ARTICLE
      III

    PENSION
      EQUALIZER BENEFITS

     

    
      	
              3.1  

            	
              Pension
                Equalizer Benefit

            


    

     

    Each
      Participant’s Pension Equalizer Benefit for a Plan Year shall be calculated as
      follows:

     

    
      	
               

            	
              (1)

            	
              multiply
                the Participant’s Eligible Compensation by the applicable Pension
                Equalizer Percentage as provided for that Participant on Schedule
                A;

            


    

     

    
      	
               

            	
              (2)

            	
              add
                7% of the Participant’s Eligible Compensation to the amount calculated in
                (1); and then

            


    

     

    
      	
               

            	
              (3)

            	
              subtract
                all Company Contributions for the Plan Year from the amount calculated
                in
                (2).  This amount will equal the Participant’s Pension Equalizer
                Benefit, but in no event will the benefit be less than
                zero.

            


    

     

    
      	
              3.2  

            	
              Pension
                Equalizer Benefit Payment
                Date

            


    

     

    A
      Participant’s Pension Equalizer Benefit for a Plan Year shall be paid on March 1
      (or the next succeeding business day if March 1 is not a business day) following
      the end of the Plan Year.

     

    
      	
              3.3  

            	
              Form
                of Pension Equalizer
                Benefit

            


    

     

    Each
      Participant’s Pension Equalizer Benefit shall be paid by payroll check or direct
      deposit into the Participant’s designated bank account in accordance with the
      Company’s normal and customary procedures for making payroll payments to
      Employees.

     

           3.4   Gross-up
      for Taxes

     

    Each
      Participant’s Pension Equalizer Benefit payment shall be grossed up for federal
      and state income taxes and federal payroll taxes so that the amount paid to
      the
      Participant is not diminished by such taxes.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      IV

    PENSION
      EQUALIZER BENEFIT FORFEITURES

     

    A
      Participant’s Pension Equalizer
      Benefit payments shall cease as of the Plan Year following the Plan Year during
      which the Participant has a Termination Date.

     

    ARTICLE
      V

    DEATH
      BENEFITS

     

    If
      a Participant’s Termination Date
      shall occur by reason of death or if the Participant dies after his or her
      Termination Date but prior to receipt of a Pension Equalizer Benefit payment
      for
      a Plan Year, such payment shall be distributed to the Participant’s surviving
      spouse, if any, or to the executor or the administrator of the Participant’s
      estate, if any, or to the Participant’s heirs at law at the time and in the
      manner provided for in Article III of the Plan.

     

    ARTICLE
      VI

    ADMINISTRATION
      OF THE PLAN

     

    
      	
              6.1  

            	
              Administrator

            


    

     

    The
      Board
      shall appoint an Administrator to administer the Plan.  Such
      Administrator or such successor Administrator as may be duly appointed by the
      Board shall serve at the pleasure of the Board.  The Administrator
      shall maintain complete and adequate records pertaining to the Plan, including
      but not limited to Participants’ Pension Equalizer Benefits, and all other
      records which shall be necessary or desirable in the proper administration
      of
      the Plan.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
              6.2  

            	
              Indemnity

            


    

     

    The
      Company (the “Indemnifying Party”) hereby agrees to indemnify and hold harmless
      the Administrator (the “Indemnified Party”) against any losses, claims, damages
      or liabilities to which the Indemnified Party may become subject to the extent
      that such losses, claims, damages or liabilities or actions in respect thereof
      arise out of or are based upon any act or omission of the Indemnified Party
      in
      connection with the administration of this Plan (other than any act or omission
      of such Indemnified Party constituting gross negligence or willful misconduct),
      and will reimburse the Indemnified Party for any legal or other expenses
      reasonably incurred by him or her in connection with investigating or defending
      against any such loss, claim, damage, liability or action.  Promptly
      after receipt by the Indemnified Party 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 hereunder,
      the Indemnified Party shall, if a claim with respect thereto is to be made
      against the Indemnifying Party hereunder, 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 hereunder 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.

     

    ARTICLE
      VII

    NATURE
      OF PLAN

     

    Plan
      benefits herein provided are to be
      paid out of the Company’s general assets.  The Plan constitutes a mere
      promise by the Company to make benefit payments in the future and Participants
      have the status of general unsecured creditors of the Company.  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.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      VIII

    AMENDMENT
      AND TERMINATION

     

    The
      Board
      may terminate or amend the Plan at any time and from time to time; provided,
      however, that no termination or amendment may deprive a Participant of his
      or
      her Pension Equalizer Benefit or be retroactive in effect to the prejudice
      of
      any Participant without the prior consent of the Participant
      affected.

     

    ARTICLE
      IX

    GENERAL
      PROVISIONS

     

    
      	
              9.1  

            	
              No
                Preference over Creditors

            


    

     

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

     

    
      	
              9.2  

            	
              Incompetence
                of Participant

            


    

     

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

     

    
      	
              9.3  

            	
              Direct
                Deposit of Payments

            


    

     

    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 or her hands.

     

    
      	
              9.4  

            	
              Construction
                of Plan

            


    

     

    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.

     

    
      	
              9.5  

            	
              Benefits
                Not Assignable

            


    

     

    Benefits
      provided under the Plan may not be assigned or alienated, either voluntarily
      or
      involuntarily.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


     

    
      	
              9.6  

            	
              Choice
                of Law

            


    

     

    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.

     

    
      	
                       9.7

            	
              Specified
                Employee; Six Month Payment
                Delay

            


    

     

    Notwithstanding
      any provision of the Plan to the contrary, in the case of a “Specified Employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code, any payment
      following a Termination Date (other than by reason of death or disability)
      shall
      be delayed until the later of (i) the Participant’s final Pension Equalizer
      Benefit payment date or (ii) a date which is six months after the Participant
      has incurred a “Separation from Service” within the meaning of Section
      409A(a)(2)(A)(i) of the Code and accompanying Treasury
      regulations.  For purposes of the Plan, a Participant shall be a
      Specified Employee for the twelve-month period beginning on April 1 of a Plan
      Year if the Participant is a “Key Employee” as defined in Section 416(i) of the
      Code (without regard to Section 416(i)(5) of the Code) as of December 31 of
      the
      preceding Plan Year.

     

    EXECUTED
      this 1st day of October, 2007.

     

    HALLIBURTON
      COMPANY

     

    By:        
      /s/ David J.
      Lesar                              


    


    David
      J. Lesar

    Chairman
      of the Board,
      President

                  
      and Chief Executive Officer

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    


    PLAN
      PARTICIPANTS AND

    


    PENSION
      EQUALIZER PERCENTAGES

    


    AS
      OF JANUARY 1, 2007

    


    


    
      	
              Last
                Name

            	
              First
                Name

            	
              PEP1

            
	
              Aday

            	
              Thomas

            	
              2.10%

            
	
              Allen

            	
              Steven

            	
              0.70%

            
	
              Anderson

            	
              Freddie

            	
              3.30%

            
	
              Barrett

            	
              Glen

            	
              1.30%

            
	
              Beebe

            	
              Ronald

            	
              1.60%

            
	
              Bordelon

            	
              John

            	
              1.70%

            
	
              Boyce

            	
              James

            	
              4.80%

            
	
              Britt

            	
              Gary

            	
              2.70%

            
	
              Broussard

            	
              Paul

            	
              2.80%

            
	
              Buckner

            	
              Robert

            	
              1.20%

            
	
              Burris

            	
              Michael

            	
              1.70%

            
	
              Campos

            	
              Harry

            	
              1.00%

            
	
              Cawood

            	
              Benny

            	
              8.70%

            
	
              Cobb

            	
              Dayton

            	
              2.30%

            
	
              Cooney

            	
              Thomas

            	
              0.80%

            
	
              Cornelison

            	
              Albert

            	
              1.80%

            
	
              Crowell

            	
              Michael

            	
              1.70%

            
	
              Dahlem

            	
              James

            	
              1.40%

            
	
              Duckworth

            	
              David

            	
              2.30%

            
	
              Ellis

            	
              Gary

            	
              4.10%

            
	
              Evans

            	
              Willard

            	
              1.70%

            
	
              Fishback

            	
              Harry

            	
              3.50%

            
	
              Flippo

            	
              Carroll

            	
              3.70%

            
	
              Freeman

            	
              David

            	
              0.20%

            
	
              Garrett

            	
              Gary

            	
              2.90%

            
	
              Hare

            	
              John

            	
              0.20%

            
	
              Head

            	
              Elizabeth

            	
              3.80%

            
	
              Hennessee

            	
              Keith

            	
              1.00%

            
	
              Henry

            	
              John

            	
              3.80%

            
	
              Huskey

            	
              Michael

            	
              3.40%

            
	
              Mcgaha

            	
              Clarence

            	
              1.40%

            
	
              McGuire

            	
              Lawrence

            	
              5.60%

            
	
              McHam

            	
              William

            	
              0.80%

            
	
              Milam

            	
              Carlos

            	
              5.70%

            
	
              Morales

            	
              Michael

            	
              2.90%

            
	
              Newsome

            	
              Lester

            	
              2.80%

            
	
              Peiffer

            	
              James

            	
              9.30%

            
	
              Philipp

            	
              Ann

            	
              1.80%

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    
      	
              Last
                Name

            	
              First
                Name

            	
              PEP1

            
	
              Poole

            	
              Patrick

            	
              1.10%

            
	
              Richardson

            	
              William

            	
              1.50%

            
	
              Roberts

            	
              Jesse

            	
              0.20%

            
	
              Rohde

            	
              Bruce

            	
              1.20%

            
	
              Saxman

            	
              William

            	
              1.50%

            
	
              Schlehuber

            	
              Benny

            	
              6.10%

            
	
              Schuman

            	
              Robert

            	
              1.30%

            
	
              Smith

            	
              David

            	
              2.50%

            
	
              Sonnier

            	
              John

            	
              2.10%

            
	
              Sonnier

            	
              Winfred

            	
              1.40%

            
	
              Spriggs

            	
              Dennis

            	
              5.40%

            
	
              Stanaway

            	
              Daryl

            	
              1.90%

            
	
              Stephan

            	
              Werner

            	
              6.40%

            
	
              Talley

            	
              Clifford

            	
              0.50%

            
	
              Thacker

            	
              Michael

            	
              0.40%

            
	
              Tooke

            	
              Robert

            	
              2.80%

            
	
              Waits

            	
              Gene

            	
              6.40%

            
	
              Weaver

            	
              Gary

            	
              0.10%

            
	
              Wells

            	
              Carl

            	
              0.10%

            
	
              Wiss

            	
              David

            	
              0.40%

            
	
              Zenner

            	
              Richard

            	
              7.80%

            
	
              Zyglewyz

            	
              Steve

            	
              2.80%

            


    

    


    1      Pension
      Equalizer Percentage


    
      
        
        

      

      
        9