exhibit_10-11.htm


    EXHIBIT
      10-11

     

    


     

    


     

    FIRST
      AMENDMENT TO THE

     

    RETIREMENT
      PLAN FOR THE DIRECTORS

     

    OF
      HALLIBURTON COMPANY

     

    (As
      Amended and Restated July 1, 2007)

     

    


     

    Halliburton
      Company (the “Company”) established and maintains the Retirement Plan for the
      Directors of Halliburton Company, as amended and restated July 1, 2007 (the
      “Plan”).  Pursuant to Article X of the Plan, the Board of Directors of
      the Company reserves the right to amend the Plan.  The Company hereby
      amends the Plan, effective as of September 1, 2007, as follows:

     

    
      	
               

            	
              1.

            	
              Article
                V of the Plan is hereby amended in its entirety to read as
                follows:

            


    

     

    “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 spouse who survives the
      Participant for any length of time, or upon the subsequent death of a surviving
      spouse, any unpaid Retirement Benefit shall be paid, within 60 days of the
      death
      of the Participant or surviving spouse, as applicable (each referred to as
      a
“decedent”), to the decedent’s estate.  Payment shall be made in the
      form of a lump sum equal to the present value of the remaining unpaid annual
      installments of the Retirement Benefit using the interest rate assumption
      set forth on Exhibit A hereto.”

     

    2.           The
      Plan is hereby amended by adding to the end thereof “Exhibit A” in the
      form as attached hereto.

     


    
      
              

                       
    

        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused these presents to be executed by its
      duly authorized officer, in a number of copies, all of which shall constitute
      but one and the same instrument that may be sufficiently evidenced by any such
      executed copy hereof, this 1st day of October, 2007, but effective as of
      September 1, 2007.

     

    HALLIBURTON
      COMPANY

    


    


    By:  /s/
      David J. Lesar

    


    Name:  David
      J. Lesar

    


    Title:  Chairman,
      President
      and                                                                           

    Chief
      Executive
      Officer                                                                

    


    



    
      
              

                  
    

        
        

      

      
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    RETIREMENT
      PLAN FOR THE DIRECTORS

    OF
      HALLIBURTON COMPANY

     

    (As
      Amended and Restated July 1, 2007)

     

    


     

    EXHIBIT
      A

     

    


     

    Present
      Value

     

    This
      Exhibit A forms part of the Retirement Plan for the Directors
      of Halliburton Company, as amended and restated effective September 1, 2007
      (the
“Plan”).  The provisions of this Exhibit A govern
      the interest rate assumption for purposes of determining present value in
      Article V of the Plan, as follows:

    


    The
      interest rate assumption shall be the average "applicable interest rate" as
      defined in Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code of 1986,
      as
      amended, for the month preceding the decedent’s death, as published by the
      Internal Revenue Service, or if no such rate is published, the rate determined
      using substantially similar methodology.

    


    



    
      
        
        

      

      
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