Unassociated Document


     

    EXHIBIT
      10-10

     

    


     

    


     

    


     

    RETIREMENT
      PLAN

     

    FOR
      THE DIRECTORS OF

     

    HALLIBURTON
      COMPANY

     

    


     

    


     

    


     

    


     

    


     

    ______________________

     

    


     

    


     

    


     

    As
      Amended and Restated

     

    Effective
      July 1, 2007

     

    


     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    PREAMBLE

     

    Effective
      January 1, 1990, Halliburton Company, a Delaware corporation (the “Company”),
      established the Retirement Plan for the Directors of Halliburton Company (the
      “Plan”), to help attract and continue to retain highly qualified Directors for
      the Company and to provide Directors with retirement income in recognition
      of
      services performed for the Company.  The Plan has been amended,
      including an amendment and restatement effective May 16, 2000, which closed
      the
      Plan to Directors first elected to the Board on or after that
      date.  The Company now desires to restate the Plan to include all
      prior amendments and restatements.  Therefore, the Plan is hereby
      restated to read as follows, effective as of July 1, 2007:

     

    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:

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Accrued
      Retirement Benefit:  The total amount of future Retirement
      Benefit which has been earned by a Participant under the Plan at any point
      in
      time.

     

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

     

    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.

     

    Benefit
      Commencement Date:  The date, determined under Article III, as
      of which a Participant begins to receive payment of benefits under the
      Plan.

     

    Board:  The
      Board of Directors of the Company.

     

    Company:  Halliburton
      Company.

     

    Competitor:  A
      company, corporation, enterprise, firm, limited partnership, partnership,
      person, sole proprietorship or any other business entity determined by the
      Board
      in its sole discretion to be competitive with the business of the Company,
      its
      Subsidiaries or its Affiliates.

     

    Directors:  An
      individual, elected to the Board by the stockholders of the Company or by the
      Board under applicable corporate law, who is serving or has served on the Board
      on or after January 1, 1990.

     

    Eligible
      Director:  Each Director of the Company, except (1) current
      and former employees of the Company, its Subsidiaries or its Affiliates and
      (2)
      Directors newly elected to the Board on or after May 16,
      2000.

     

    Last
      Annual Retainer:  The amount specified on the attached
Retirement Plan Schedule, which represents the last
      annual retainer for each Eligible Director, excluding all other amounts paid
      for
      service on the Board, a committee or any equity awards.

     

    Participant:  An
      Eligible Director who has commenced, but not terminated, participation in the
      Plan as provided in Article II.

     

    Plan:  Retirement
      Plan for the Directors of Halliburton Company.

     

    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.

     

    Retirement
      Benefit:  The annual retirement benefit equal to the Last
      Annual Retainer specified on the attached Retirement Plan
      Schedule, subject to the provisions of Article
      IV.

     


    
      
              

                      

        

         

      

      
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    Retirement
      Benefit Payment Period:  The period specified on the attached
Retirement Plan Schedule over which a Retirement Benefit
      is to be paid under the Plan.

     

    Termination
      Date:  The date on which occurs the end of a Director’s
      service to the Company as a Director by reason of his or her retirement,
      declination to stand for re-election, resignation, disability, removal, death
      or
      other event that has the effect of terminating his or her service to the
      Company; provided that a date shall not be a “Termination Date” until there has
      been a “Separation from Service”, as defined under Internal Revenue Code Section
      409A and accompanying regulations.

     

    Trust:  Any
      trust created pursuant to the provisions of Article VIII.

     

    Trust
      Agreement:  The agreement establishing the
      Trust.

     

    Trustee:  The
      person or persons or entity named from time to time as trustee in the Trust
      Agreement and his, their or its successors.

     

    Trust
      Fund:  The assets held under the Trust as they may exist from
      time to time.

     

    


     

    PARTICIPATION

     

    Admission
      as a Participant

     

    No
      Director newly elected to the Board on or after May 16, 2000 shall become a
      Participant.

     

    Termination
      of Participation

     

    A
      Participant shall cease to be such upon the earlier of his or her death or
      the
      completion of his or her Retirement Benefit Payment Period.

     

     

    RETIREMENT
      BENEFITS

     

    Retirement
      Benefit

     

    Following
      his or her Termination Date, subject to the provisions of Article IV, a
      Participant shall be entitled to receive a Retirement Benefit commencing on
      his
      or her Benefit Commencement Date payable in each year of the Retirement Benefit
      Payment Period.

     

    Retirement
      Benefit Payment Period

     

    Each
      Participant’s Retirement Benefit Payment Period is the period specified on the
      attached Retirement Plan
      Schedule.

     


    
      
              

                  
    

         

      

      
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    Form
      of
      Payment and Benefit Commencement Date

     

    The
      Benefit Commencement Date shall be the first day of the calendar quarter
      coincident with or next succeeding the later of the Participant’s Termination
      Date or attainment of 65 years of age, provided, however, if the Participant’s
      Termination Date occurs as a result of the death of the Participant, the Benefit
      Commencement Date shall be the first day of the calendar quarter coincident
      with
      or next succeeding the date of the Participant’s death.

     

    Annual
      payments shall be made to a Participant beginning on his or her Benefit
      Commencement Date.

     

     

    RETIREMENT
      BENEFIT FORFEITURES

     

    Any
      portion of the Accrued Retirement Benefit of a Participant not previously paid
      shall be forfeited upon a determination by the Board, in its sole discretion,
      that a Participant has, without the consent of the Board:

     

    joined
      the board of directors of, managed, operated, participated in a material way
      in,
      entered employment with, performed consulting (or any other) services for,
      or
      otherwise been connected in any material manner with a Competitor;

     

    directly
      or indirectly acquired an equity interest of five percent or greater in a
      competitor; or

     

    disclosed
      any material trade secrets or other material confidential information, including
      customer lists, relating to the Company or to the business of the Company to
      others, including a Competitor.

     

     

    DEATH
      BENEFITS

     

    Upon
      the
      death of a Participant, whether before or after such Participant’s Benefit
      Commencement Date, all unpaid benefits shall be paid to such Participant’s
      surviving spouse in accordance with the provisions of Article III
      hereof.  Should a Participant die leaving no surviving spouse or upon
      the subsequent death of a surviving spouse, any unpaid Retirement Benefit shall
      be forfeited and the Company shall have no obligation to pay any sums to the
      Participant’s or the Participant’s spouses’ heirs at law or beneficiaries or
      under a will or to the estate of the Participant or the Participant’s
      spouse.

     


    
      
              

                  
    

         

      

      
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    ADMINISTRATION
      OF THE PLAN

     

    Administrator

     

    The
      Board
      of Directors shall appoint an Administrator to administer the
      Plan.  Such Administrator or such successor Administrator as may be
      duly appointed by the Board of Directors 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’ Accrued
      Retirement Benefits, amounts transferred to the Trust, reports from the Trustee
      and all other records which shall be necessary or desirable in the proper
      administration of the Plan.

     

    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.

     


    
      
              

                  
    

         

      

      
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    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.

     

     

    FUNDING
      OF OBLIGATION

     

    Funding

     

    Article
      VII above to the contrary notwithstanding, the Company may fund all or part
      of
      its obligation hereunder by transferring assets to a Trust if the provisions
      of
      the Trust Agreement creating the Trust require the use of the Trust’s assets to
      satisfy claims of the Company’s general unsecured creditors in the event of the
      Company’s insolvency and provide that no Participant shall at any time have a
      prior claim to such assets.  The assets of the Trust shall not be
      deemed to be assets of this Plan.

     

    Source
      of
      Payment

     

    If
      a
      Trust is created hereunder the Administrator shall determine whether any payment
      to be made to a Participant under the provisions of the Plan is to be made
      directly by the Company, from the Trust Fund or by a combination of such sources
      except to the extent the provisions of the Trust Agreement specify payment
      from
      the Trust Fund.  The Plan shall be deemed to authorize any payment of
      a Participant’s Accrued Retirement Benefit from the Trust Fund to the extent
      such payment is required by the provisions of the Trust Agreement.

     

     

    TERMINATION
      OF THE PLAN

     

    The
      Board
      of Directors may terminate the Plan at any time.  Upon termination of
      the Plan, payment of Participants’ Accrued Retirement Benefits as of the date of
      termination shall be made in the manner and at the time prescribed in Articles
      III, IV and V hereof, but Participants shall accrue no additional Retirement
      Benefits hereunder.

     

     

    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 his or her Accrued Retirement Benefit
      or
      be retroactive in effect to the prejudice of any Participant.

     


    
      
              

                  
    

         

      

      
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    GENERAL
      PROVISIONS

     

    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.

     

    Incompetency
      of Payee

     

    If
      the
      Administrator receives evidence satisfactory to him or her that any person
      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 person and that no guardian, committee or
      other representative of the estate of such person has been duly appointed,
      the
      Administrator may direct that such payment 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.

     

    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 hands.

     

    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.

     

    Benefits
      Not Assignable

     

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

     


    
      
              

                     
    

         

      

      
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    Controlling
      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.

     

    EXECUTED
      this 1st day of October, 2007.

     

    HALLIBURTON
      COMPANY

     

    By:           /s/David
      J. Lesar

    Chairman
      of the Board,
      President

    and
      Chief Executive
      Officer


    
      
              

                  
    

         

      

      
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    RETIREMENT
      PLAN SCHEDULE

    


    RETIREMENT
      PLAN FOR THE

    DIRECTORS
      OF HALLIBURTON COMPANY

    


    


    
      	 	 	 	 	
              Years
                of Service

            
	 	 	
              Projected
                Last

            	
              Last
                Annual

            	
              (Retirement
                Benefit

            
	
              Name

            	
              First
                Payment Date

            	
              Payment
                Date

            	
              Retainer
                Amount

            	
              Payment
                Period)

            
	
              Anne
                L. Armstrong

            	
              7/1/2000

            	
              7/1/2022

            	
              $30,000

            	
              23

            
	
              The
                Rt. Hon. Lord

            	 	 	 	 
	
              Clitheroe

            	
              7/1/2002

            	
              7/1/2016

            	
              $30,000

            	
              15

            
	
              Edwin
                L. Cox

            	
              7/1/1994

            	
              7/1/2008

            	
              $30,000

            	
              15

            
	
              Robert
                L. Crandall  *

            	
              7/1/2008    *

            	
              7/1/2030

            	
              $50,000

            	
              23

            
	
              Charles
                J. DiBona

            	
              7/1/2005

            	
              7/1/2012

            	
              $40,000

            	
              8

            
	
              Lawrence
                S. Eagleburger

            	
              7/1/2003

            	
              7/1/2007

            	
              $30,000

            	
              5

            
	
              Nancy
                Hart Glanville

            	
              10/1/1992

            	
              11/1/2007

            	
              $30,000

            	
              15

            
	
              W.
                R. Howell  +

            	
              7/1/2008   +

            	
              7/1/2024

            	
              $50,000

            	
              17

            
	
              Delano
                E. Lewis

            	
              1/2/2004

            	
              1/2/2008

            	
              $30,000

            	
              4

            
	
              Dr.
                Guy T. McBride, Jr.

            	
              7/1/1990

            	
              7/1/2007

            	
              $30,000

            	
              18

            
	
              C.
                J. Silas

            	
              7/1/2005

            	
              7/1/2016

            	
              $40,000

            	
              12

            
	
              Roger
                T. Staubach

            	
              4/1/2007

            	
              4/1/2013

            	
              $30,000

            	
              7

            
	
              Gertrude
                W. Williamson

            	
              7/1/1997

            	
              7/1/2012

            	
              $30,000

            	
              16

            


    

    


    


    *      Mr.
      Crandall is still a member of the Board of Directors.  His anticipated
      retirement date is 05/2008.  At that time he will have 23 years of
      service.  Based on the annual retainer at 04/30/07, his
      retainer/annual benefit payment would be $50,000.

    


    +      Mr.
      Howell is still a member of the Board of Directors.  His anticipated
      retirement date is 05/2008.  At that time he will have 17 years of
      service.  Based on the annual retainer at 04/30/07, his
      retainer/annual benefit payment would be $50,000.

    



    
       

      
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