exv4w2






Exhibit 4.2




HALLIBURTON COMPANY

as Issuer




and




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee




 






Fifth Supplemental Indenture




Dated as of March 13, 2009




 






$1,000,000,000 6.15% Senior Notes due September 15, 2019




$1,000,000,000 7.45% Senior Notes due September 15, 2039




 









 





          FIFTH SUPPLEMENTAL INDENTURE dated as of March 13, 2009 between Halliburton Company, a
Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (as
successor to JPMorgan Chase Bank), as trustee (the “Trustee”).




W I T N E S S E T H:




          WHEREAS, the Company has heretofore entered into an Indenture, dated as of October 17, 2003
(the “Original Indenture”), with the Trustee, as supplemented by a First Supplemental Indenture,
dated as of October 17, 2003, a Second Supplemental Indenture, dated as of December 15, 2003, a
Third Supplemental Indenture, dated as of January 26, 2004 and a Fourth Supplemental Indenture,
dated as of September 12, 2008;




          WHEREAS, the Original Indenture is incorporated herein by this reference and the Original
Indenture, as supplemented by this Fifth Supplemental Indenture, is herein called the “Indenture”;




          WHEREAS, under the Original Indenture, a new series of Securities may at any time be
established pursuant to a supplemental indenture executed by the Company and the Trustee;




          WHEREAS, the Company proposes to create under the Indenture two new series of Securities;




          WHEREAS, the Company desires to issue $1,000,000,000 aggregate principal amount of 2019 Notes
(as defined below) and $1,000,000,000 aggregate principal amount of 2039 Notes (as defined below),
each of which will be a new series of Securities under the Indenture; and




          WHEREAS, all conditions necessary to authorize the execution and delivery of this Fifth
Supplemental Indenture and to make it a valid and binding obligation of the Company have been done
or performed.




          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree to the following provisions:




          Capitalized terms used but not defined herein have the meanings ascribed thereto in the
Original Indenture.




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ARTICLE I




6.15% Senior Notes due 2019

7.45% Senior Notes due 2039




          SECTION 1.01 Establishment and Terms.




          There are hereby established two new series of Securities to be issued under the Indenture, to
be designated as the Company’s 6.15% Senior Notes due 2019 (the “2019 Notes”) and 7.45% Senior
Notes due 2039 (the “2039 Notes” and, together with the 2019 Notes, the “Notes”).




          The aggregate principal amount of Notes that may be authenticated and delivered under this
Indenture is unlimited. The 2019 Notes that are to be authenticated and delivered on the date
hereof (the “Initial 2019 Notes”) will be in an aggregate principal amount of $1,000,000,000. The
2039 Notes that are to be authenticated and delivered on the date hereof (the “Initial 2039 Notes”
and, together with the Initial 2019 Notes, the “Initial Notes”) will be in an aggregate principal
amount of $1,000,000,000. Each series of Notes shall be issued in definitive fully registered
form.




          With respect to any additional 2019 Notes (the “Additional 2019 Notes”) or additional 2039
Notes (the “Additional 2039 Notes” and, together with the Additional 2019 Notes, the “Additional
Notes”) the Company elects to issue under this Indenture, the Company shall set forth in an
Officers’ Certificate the following information:





	 	(i)	 	the aggregate principal amount of such Additional Notes to be
authenticated and delivered pursuant to this Indenture; and
	 
	 	(ii)	 	the issue price and the issue date of such Additional Notes,
including the date from which interest shall accrue.





          For purposes of the Indenture, notes will not be deemed to be Additional Notes of a series
unless the maturity date, Interest Payment Dates, record dates and interest rate are identical to
the Initial Notes for that series.




          The Initial 2019 Notes and any Additional 2019 Notes shall be considered collectively as a
single class for all purposes of this Indenture. Holders of the Initial 2019 Notes and any
Additional 2019 Notes will vote and consent together on all matters to which such Holders are
entitled to vote or consent as one class, and none of the Holders of the Initial 2019 Notes or any
Additional 2019 Notes shall have the right to vote or consent as a separate class on any matter to
which such Holders are entitled to vote or consent.




          The Initial 2039 Notes and any Additional 2039 Notes shall be considered collectively as a
single class for all purposes of this Indenture. Holders of the Initial 2039 Notes and any
Additional 2039 Notes will vote and consent together on all matters to which such Holders are
entitled to vote or consent as one class, and none of the Holders of the Initial 2039 Notes or any
Additional 2039 Notes shall have the right to vote or consent as a separate class on any matter to
which such Holders are entitled to vote or consent.




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          The 2019 Notes and the 2039 Notes shall each be issued in the form of one or more Global
Securities in substantially the form set out in Exhibit A and Exhibit B,
respectively. The initial Depositary with respect to the Notes shall be The Depository Trust
Company (“DTC”).




          SECTION 1.02 Maturity, Payment of Principal and Interest.




          The 2019 Notes will mature on September 15, 2019, and the 2039 Notes will mature on September
15, 2039.




          The 2019 Notes and 2039 Notes will bear interest at the rate of 6.15% and 7.45%, respectively,
per annum. The Interest Payment Dates with respect to the Notes will be March 15 and September 15
of each year. The first Interest Payment Date with respect to the Initial Notes will be September
15, 2009. Interest shall be paid to the Person in whose name the applicable Note is registered at
the close of business on March 1, in the case of a March 15 Interest Payment Date, and September 1,
in the case of a September 15 Interest Payment Date. Interest on the Initial Notes will accrue
from March 13, 2009. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.




          All payments of principal, premium (if any) and interest on the Notes shall be made in
accordance with Section 4.01 of the Original Indenture and in the manner set forth in Section 2.14
of the Original Indenture and Exhibit A hereto in the case of the 2019 Notes and Exhibit B hereto
in the case of the 2039 Notes.




          SECTION 1.03 No Sinking Fund or Payments of Additional Amounts. The Notes will not be
subject to a sinking fund and no payments of Additional Amounts shall be made on the Notes.




          SECTION 1.04 Optional Redemption. At any time and from time to time the Notes of each
series will be redeemable, in the Company’s sole discretion, in whole or in part, in principal
amounts of $2,000 or any integral multiple of $1,000 in excess thereof for an amount equal to the
greater of:





     (a) 100% of the principal amount of the Notes of the series being redeemed; and




     (b) as determined by an Independent Investment Banker, the sum of the present values of
the Remaining Scheduled Payments on the Notes of the series being redeemed, discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 50 basis points.



          In the event of any such redemption, interest will accrue up to the date of redemption.
Unless there is a default in payment of the Redemption Price, on and after the Redemption Date,
interest will cease to accrue on the Notes or portions thereof called for redemption.




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          The following defined terms used solely for purposes of this Section 1.04 shall, unless the
context otherwise requires, have the meanings specified below for purposes of the Notes.




          “Treasury Rate” means the rate per year, calculated on the third Business Day preceding the
Redemption Date, equal to (i) the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published statistical release designated
“H.15(519)” or any successor publication that is published weekly by the Board of Governors of the
Federal Reserve System and that establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue; provided that if no maturity is within
three months before or after the maturity date for the applicable series of Notes, yields for the
two published maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from those yields on a
straight line basis rounding to the nearest month; or (ii) if that release, or any successor
release, is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption
Date.




          “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the applicable series of Notes.




          “Comparable Treasury Price” is (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) on the third Business Day
preceding the Redemption Date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m.
Quotations for U.S. Government Securities”; or (ii) if such release (or any successor release) is
not published or does not contain such prices on such Business Day (X) the average of the Reference
Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of the
Reference Treasury Dealer Quotations, or (Y) if the Trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.




          “Independent Investment Banker” means one of the Reference Treasury Dealers that the Company
appoints.




          “Reference Treasury Dealer” means each of Citigroup Global Markets Inc. (and its successors),
Deutsche Bank Securities Inc. (and its successors), HSBC Securities (USA) Inc. (and its
successors), Greenwich Capital Markets, Inc. (and its successors) and one other nationally
recognized investment banking firm that is a primary U.S. Government securities dealer specified
from time to time by the Company. If, however, any of them shall cease to be a primary U.S.
Government securities dealer in New York City, the Company will substitute another nationally
recognized investment banking firm that is such a dealer.




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          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New York time,
on the third Business Day preceding the Redemption Date.




          “Remaining Scheduled Payments” means the remaining scheduled payments of the principal of and
interest on each Note of the series to be redeemed that would be due after the related Redemption
Date but for such redemption. If the Redemption Date is not an Interest Payment Date with respect
to the Note of the series being redeemed, the amount of the next succeeding scheduled interest
payment on the Note of the series being redeemed will be reduced by the amount of interest accrued
thereon to that Redemption Date.




          SECTION 1.05 Denominations. The Notes shall be issued only in fully registered
book-entry form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.




ARTICLE II




MISCELLANEOUS




          SECTION 2.01 Trustee Matters. The recitals in this Fifth Supplemental Indenture are
made by the Company only and not by the Trustee, and all of the provisions contained in the
Original Indenture in respect of the rights, privileges, immunities, powers and duties of the
Trustee shall be applicable in respect of the Notes and of this Fifth Supplemental Indenture as
fully and with like effect as if set forth herein in full.




          SECTION 2.02 Ratification. The Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Fifth Supplemental Indenture shall be read, taken
and construed as one and the same instrument; provided that, in case of conflict between this Fifth
Supplemental Indenture and the Original Indenture, this Fifth Supplemental Indenture shall control.




          SECTION 2.03 Counterpart Originals. This Fifth Supplemental Indenture may be
simultaneously executed in several counterparts, each of which shall be deemed to be an original,
and such counterparts shall together constitute one and the same instrument.




          SECTION 2.04 Performance by DTC, Euroclear or Cede & Co. Neither the Company nor the
Trustee will have any responsibility for the performance of DTC, Euroclear or Cede & Co., or any of
their participants, direct or indirect, of their respective obligations under the rules and
procedures governing their operations.


          SECTION 2.05 Trust Indenture Act Controls. If any provision of this Fifth
Supplemental Indenture limits, qualifies or conflicts with the duties imposed by operation of
Section 318(c) of the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), the
imposed duties shall control.




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          SECTION 2.06 Effect of Headings. The Article and Section headings herein have been
inserted for convenience of reference only, are not to be considered a part hereof and shall in no
way modify or restrict any of the terms or provisions hereof.




          SECTION 2.07 Governing Law. This Fifth Supplemental Indenture and the Notes shall be
governed by and construed in accordance with the laws of the State of New York.




          SECTION 2.08 Provisions for the Sole Benefit of Parties and Holders. Nothing in the
Original Indenture, as supplemented, amended and modified by this Fifth Supplemental Indenture, or
in the Notes, expressed or implied, is intended or shall be construed to confer upon, or to give or
grant to, any person or entity, other than the Company, the Trustee, the Paying Agent and the
registered owners of the Notes, any legal or equitable right, remedy or claim under or by reason of
the Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in the Indenture contained by and on behalf of the Company shall be for the
sole and exclusive benefit of the Company, the Trustee, the Paying Agent and the registered owners
of the Notes.




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          IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed as of the day and year first above written.




	 	 	 	 	 
	 	HALLIBURTON COMPANY, as Issuer

 	 
	 	By:  	   /s/ Mark A. McCollum
 	 
	 	 	Name:  	Mark A. McCollum 	 
	 	 	Title:  	Executive Vice President and 
Chief
Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON 

TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	   /s/ Julie Hoffman-Ramos
 	 
	 	 	Name:  	Julie Hoffman-Ramos 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



EXHIBIT A

FORM OF 2019 NOTE




[FACE OF SECURITY]




[Global Note]

[Certificated Note]




          [IF THIS SECURITY IS TO BE A GLOBAL NOTE, IT SHALL BEAR THE FOLLOWING LEGEND:]




          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.




          [FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF THE DEPOSITORY TRUST
COMPANY IT SHALL BEAR THE FOLLOWING LEGEND:]




          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.




          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO HALLIBURTON COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR




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TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.




          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.




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HALLIBURTON COMPANY




6.15% SENIOR NOTES DUE 2019




			
	 	 	 
	No.      
	 	CUSIP No. 406216AX9
	 
	 	ISIN No. US406216AX91
	 
	 	$                     






          Halliburton Company, a Delaware corporation (the “Issuer”), for value received promises to pay
to Cede & Co., or registered assigns, the principal sum of                      Dollars[, or such
greater or lesser amount as indicated on the Schedule I hereto,]1 on September 15, 2019.



	 	 	 	 	 
	 

	 	Interest Payment Dates:
	 	March 15 and September 15
	 
	 	 	 	 
	 

	 	Record Dates:
	 	March 1 and September 1






          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          IN WITNESS WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile
by its duly authorized officers.




Dated:                     




	 	 	 	 	 
	 	HALLIBURTON COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Attest:




	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 








 




			
	1.	 	To be included in any Global Note.




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Certificate of Authentication:




This is one of the Securities of the series

designated therein referred to in the within-

mentioned Indenture.




THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee




	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	Dated:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 






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[REVERSE OF SECURITY]




HALLIBURTON COMPANY




6.15% SENIOR NOTES DUE 2019




          This Security is one of a duly authorized issue of 6.15% Senior Notes Due 2019 (the
“Securities”) of Halliburton Company, a Delaware corporation (the “Issuer”). The Issuer issued the
Securities under an Indenture dated as of October 17, 2003 (the “Original Indenture”) between the
Issuer and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank),
as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture dated as of March
13, 2009 (the “Fifth Supplemental Indenture” and, together with the Original Indenture, the
“Indenture”). Capitalized terms used herein for which no definition is provided herein shall have
the meanings set forth in the Indenture.




     1. Interest. The Issuer promises to pay interest on the principal amount of this Security at
6.15% per annum from March 13, 2009 until maturity. The Issuer will pay interest semiannually on
March 15 and September 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day. Interest on the Securities will accrue from the most recent Interest
Payment Date on which interest has been paid or, if no interest has been paid, from March 13, 2009;
provided that if there is no existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be September 15, 2009. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.



     2. Method of Payment. The Issuer will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on the
record date next preceding the Interest Payment Date, even if such Securities are canceled after
such record date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Issuer will pay the principal of and
interest on the Securities in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Such amounts shall be payable at the offices
of the Trustee or any Paying Agent, provided that at the option of the Issuer, the Issuer may pay
such amounts (1) by wire transfer with respect to Securities represented by a Global Note or (2) by
check payable in such money mailed to a Holder’s registered address with respect to any Security.



     3. Paying Agent and Registrar. Initially, the Trustee will act as Paying Agent and Registrar.
The Issuer may change any Paying Agent, Registrar, co-registrar or additional paying agent without
notice to any Holder. The Issuer or any of the Issuer’s subsidiaries may act in any such capacity.



     4. Indenture. The terms of the Securities include those stated in the Indenture and the
provisions made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Fifth Supplemental
Indenture; provided, that if any provision of the Indenture limits, qualifies or



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conflicts with the duties imposed by operation of TIA Section 318(c), the imposed duties shall
control. Holders are referred to the Indenture and the TIA for a statement of such terms and
provisions. The Securities are unsecured senior obligations of the Issuer and rank equally with
all of the Issuer’s existing and future unsecured indebtedness. The Indenture provides for the
issuance of other series of debt securities thereunder.




     5. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of
Securities may be registered and Securities may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any Securities during
the period between a record date and the corresponding Interest Payment Date.



     6. Redemption. No sinking fund is provided for the Securities. At any time and from time to
time the Securities will be redeemable, in the Issuer’s sole discretion, in whole or in part, in
principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof for an amount
equal to the greater of (i) 100% of the principal amount of the Securities being redeemed and (ii)
as determined by an Independent Investment Banker, the sum of the present values of the Remaining
Scheduled Payments on the Securities being redeemed, discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 50 basis points. In the event of any such redemption, interest will accrue up to the date of
redemption. Unless there is a default in payment of the redemption amount, on and after the
Redemption Date, interest will cease to accrue on the Securities or portions thereof called for
redemption.



     7. Persons Deemed Owners. The registered Holder of a Security shall be treated as its owner
for all purposes.



     8. Amendments and Waivers. Subject to certain exceptions and limitations, the Indenture or
the Securities may be amended or supplemented by the Issuer and the Trustee with the written
consent (including consents obtained in connection with a tender offer or exchange offer or a
solicitation of consents, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities) of the Holders of at least a majority in principal amount
of the then outstanding Securities affected by such amendment or supplement (provided that if such
amendment or supplement affects holders of securities of other series issued under the Original
Indenture, the Holders of the Securities and such other series of securities shall act as one
class), and any existing or past Default or Event of Default under, or compliance with any
provision of, the Indenture may be waived (other than any continuing Default or Event of Default in
the payment of the principal of, premium (if any) or interest on the Securities or a continued
Default in respect of a provision that cannot be amended or supplemented without the consent of
each Holder of the Securities affected) by the Holders of at least a majority in principal amount
of the then outstanding Securities (or of all series of securities issued under the Original
Indenture acting as one class in the case of a Default or Event of Default with respect to all such
series, as the case may be) in accordance with the terms of the Indenture. The Issuer and the
Trustee may amend or supplement the Indenture or the Securities or waive any provision of either
without the consent of the Holders, to:



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     (1) cure any ambiguity, omission, defect or inconsistency;




     (2) evidence the assumption by a Successor of the Issuer’s obligations under the
Indenture and the Securities;




     (3) provide for uncertificated Securities in addition to or in place of certificated
Securities or to provide for the issuance of bearer securities (with or without coupons);




     (4) provide any security for the Securities or to add guarantees of, or additional
obligors on, the Securities;




     (5) comply with any requirement in order to effect or maintain the qualification of the
Indenture under the TIA;




     (6) add to the covenants of the Issuer for the benefit of the Holders of the
Securities, or to surrender any right or power conferred by the Indenture upon the Issuer;




     (7) add any additional Events of Default with respect to the Securities;




     (8) change or eliminate any of the provisions of the Indenture, provided that any such
change or elimination shall become effective only when there are no outstanding Securities
that are adversely affected in any material respect by such changes in or elimination of
such provisions;




     (9) supplement any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of the Securities pursuant to
Section 8.01 of the Indenture, provided, however, that any such action shall not adversely
affect the interest of the Holders of the Securities or the holders of any other series of
securities issued under the Original Indenture in any material respect;




     (10) evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities and to add to or change any of the provisions of the
Indenture as shall be necessary to provide for or facilitate the administration of the
trusts thereunder by more than one Trustee, pursuant to the requirements of Section 7.08 of
the Original Indenture; or




     (11) make any other change that does not adversely affect the rights of any Holder of
Securities.



          The right of any Holder to participate in any consent required or sought pursuant to any
provision of the Indenture (and the obligation of the Issuer to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder shall have been the
Holder of record of Securities with respect to which such consent is required or sought as of a
date fixed in accordance with the terms of the Indenture.




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          Without the consent of each Holder affected, the Issuer may not:





     (1) reduce the amount of securities issued under the Original Indenture (including the
Securities) whose Holders must consent to an amendment, supplement or waiver;




     (2) reduce the rate of or change the time for payment of interest, including default
interest, on any Security;




     (3) reduce the principal of or any premium on or any mandatory sinking fund payment
with respect to, or change the Stated Maturity of, any Security;




     (4) reduce the premium, if any, payable upon the redemption of any Security or change
the time at which any Security may or shall be redeemed;




     (5) change the coin or currency or currencies (including composite currencies) in which
any Security or any premium or interest with respect thereto are payable;




     (6) impair the right to institute suit for the enforcement of any payment of principal
of, premium (if any) or interest on any Security pursuant to Sections 6.07 and 6.08 of the
Original Indenture, except as limited by Section 6.06 of the Original Indenture;




     (7) make any change in the percentage of principal amount of Securities necessary to
waive compliance with certain provisions of the Indenture pursuant to Section 6.04 or 6.07
of the Original Indenture or make any change in the fifth paragraph of Section 9.02 of the
Original Indenture; or




     (8) waive a continuing Default or Event of Default in the payment of principal of,
premium (if any) or interest on the Securities.



          A supplemental indenture that changes or eliminates any covenant or other provision of the
Indenture which has expressly been included solely for the benefit of one or more particular series
of securities issued under the Original Indenture (including the Securities), or which modifies the
rights of the holders of securities of such series of securities issued under the Original
Indenture (including the Securities) with respect to such covenant or other provision, shall be
deemed not to affect the rights under the Indenture of the holders of the securities of any other
series.




     9. Defaults and Remedies. Events of Default are defined in the Indenture and with respect to
the Securities generally include:




     (1) default by the Issuer in the payment of interest on the Securities when the same
becomes due and payable and such default continues for a period of 30 days;




     (2) default by the Issuer in the payment of principal of the Securities at their Stated
Maturity or premium (if any) on the Securities when the same becomes due and payable;



A-8









 






     (3) default by the Issuer in its compliance with any of its other covenants or
agreements in, or provisions of, the Securities or the Indenture which shall not have been
remedied within 60 days after written notice to the Issuer by the Trustee or to the Issuer
and Trustee by the holders of at least 25% in aggregate principal amount of the securities
of all series of securities issued under the Original Indenture (including the Securities)
then outstanding affected by such default;




     (4) default by the Issuer in a scheduled payment at maturity, upon redemption or
otherwise, in the aggregate principal amount of $125 million or more, after the expiration
of any applicable grace period, of any Indebtedness or the acceleration of any Indebtedness
of the Issuer in such aggregate principal amount, so that it becomes due and payable prior
to the date on which it would otherwise have become due and payable and such payment default
is not cured or such acceleration is not rescinded within 30 days after notice to the Issuer
in accordance with the terms of the Indebtedness; and




     (5) certain events involving bankruptcy, insolvency or reorganization affecting the
Issuer.



          The Trustee shall not be deemed to know or have notice of any Default or Event of Default
unless a Trust Officer at the Corporate Trust Office of the Trustee receives written notice at the
Corporate Trust Office of the Trustee of such Default or Event of Default with specific reference
to such Default or Event of Default.




          If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the outstanding Securities affected by such Event of Default (or, in
the case of an Event of Default described in clause (3) above, if outstanding securities of other
series of securities issued under the Original Indenture are affected by such Event of Default,
then at least 25% in principal amount of the then outstanding securities of all series (including
the Securities) so affected), may declare the principal of and accrued and unpaid interest on all
then outstanding Securities or securities of all such series, as the case may be, to be immediately
due and payable, except that in the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization affecting the Issuer, all outstanding Securities become
due and payable immediately without further action or notice by the Trustee or any Holder. The
amount due and payable upon the acceleration of any Security is equal to 100% of the principal
amount thereof plus accrued and unpaid interest to the date of payment. Holders may not enforce
the Indenture or the Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the then outstanding
Securities may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or may direct the Trustee in its exercise of any trust or power conferred
on the Trustee. The Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal, premium (if any) or interest) if it determines that withholding
notice is in their interests. The Issuer must furnish an annual compliance certificate to the
Trustee.




     10. Discharge Prior to Maturity. The Indenture with respect to the Securities shall be
discharged and canceled upon the payment of all of the Securities issued thereunder and shall be



A-9









 




discharged except for certain obligations upon the irrevocable deposit with the Trustee of
funds or Government Obligations sufficient for such payment and the satisfaction of certain other
conditions specified in the Indenture.




     11. Trustee Dealings with the Issuer. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and
may otherwise deal with the Issuer or its Affiliates, as if it were not Trustee.



     12. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the
Issuer shall not have any liability for any obligations of the Issuer under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Securities.



     13. Authentication. The Securities shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     14. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the
Securities as a convenience to the Holders of the Securities. No representation is made as to the
accuracy of such numbers as printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.



     15. Indenture to Control; Governing Law. In the case of any conflict between the provisions
of this Security and the Indenture, the provisions of the Indenture shall control. The Indenture
and the Securities shall be governed by and construed under the laws of the State of New York.



     16. Successor Person. When a Successor assumes all the obligations of its predecessor under
the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the
predecessor person will (except in certain circumstances specified in the Indenture) be released
from those obligations.



     17. Abbreviations and Definitions. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST
(= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).



          The Issuer will furnish to any Holder upon written request and without charge a copy of the
Indenture. Request may be made to:



Halliburton Company

5 Houston Center

1401 McKinney, Suite 2400

Houston, Texas 77010

Telephone: (713) 759-2600

Attention: General Counsel




A-10









 








SCHEDULE I2




     The initial aggregate principal amount of Securities evidenced by the Certificate to which
this Schedule is attached is $                    . The notations on the following table evidence
decreases and increases in the aggregate principal amount of Securities evidenced by such
Certificate.



	 	 	 	 	 	 	 
	 
	 	 	 	Principal Amount of	 	 
	 
	 	 	 	Securities Remaining	 	 
	Decrease in Principal
	 	Increase in Principal
	 	After Such Decrease or
	 	Notation by
	Amount of Securities
	 	Amount of Securities
	 	Increase
	 	Security Registrar
	 
	 	 
	 	 
	 	 





	 
	 








 




			
	2	 	To be included in any Global Note.




A-11









 










ASSIGNMENT FORM




          To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security
to                     




 




(Insert assignee’s social security or tax I.D. number)




 





 





 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                                             
as agent to transfer this Security on the books of the Issuer. The agent may substitute another to
act for him.




	 	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(Sign exactly as your name appears on
	 

	 	 	 	 	 	the face of this Security)






	 	 	 
	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	(Participant in a Recognized Signature
	 

	 	Guaranty Medallion Program)






          This assignment relates to $                     principal amount of 6.15% Senior Notes due 2019 of
Halliburton Company held in3                      book-entry or                      definitive form by
                                         (the “Transferor”).




          The Transferor has requested the Trustee by written order to exchange or register the transfer
of a Note or Notes.




	 	 	 	 	 
	 
	 	 	 
	 	 	[INSERT NAME OF TRANSFEROR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	  

	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 

	 	Address:	 	 






Date:                                         






 




			
	3.	 	Fill in blank or check appropriate box, as applicable.




A-12









 










EXHIBIT B

FORM OF 2039 NOTE




[FACE OF SECURITY]




[Global Note]

[Certificated Note]




          [IF THIS SECURITY IS TO BE A GLOBAL NOTE, IT SHALL BEAR THE FOLLOWING LEGEND:]




          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.




          [FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF THE DEPOSITORY TRUST
COMPANY IT SHALL BEAR THE FOLLOWING LEGEND:]




          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.




          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO HALLIBURTON COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR




B-1









 







TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.




          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.




B-2









 








HALLIBURTON COMPANY




7.45% SENIOR NOTES DUE 2039




			
	 	 	 
	No.      
	 	CUSIP No. 406216AY7
	 
	 	ISIN No. US406216AY74
	 
	 	$                     






          Halliburton Company, a Delaware corporation (the “Issuer”), for value received promises to pay
to Cede & Co., or registered assigns, the principal sum of                      Dollars[, or such
greater or lesser amount as indicated on the Schedule I hereto,]4 on September 15, 2039.




	 	 	 	 	 
	 

	 	Interest Payment Dates:
	 	March 15 and September 15
	 
	 	 	 	 
	 

	 	Record Dates:
	 	March 1 and September 1






          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          IN WITNESS WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile
by its duly authorized officers.




Dated:                     




	 	 	 	 	 
	 	HALLIBURTON COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Attest:




	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 








 




			
	4.	 	To be included in any Global Note.




B-3









 










Certificate of Authentication:




This is one of the Securities of the series

designated therein referred to in the within-

mentioned Indenture.




THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee




	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	Dated:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 






B-4









 






[REVERSE OF SECURITY]




HALLIBURTON COMPANY




7.45% SENIOR NOTES DUE 2039




          This Security is one of a duly authorized issue of 7.45% Senior Notes Due 2039 (the
“Securities”) of Halliburton Company, a Delaware corporation (the “Issuer”). The Issuer issued the
Securities under an Indenture dated as of October 17, 2003 (the “Original Indenture”) between the
Issuer and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank),
as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture dated as of March
13, 2009 (the “Fifth Supplemental Indenture” and, together with the Original Indenture, the
“Indenture”). Capitalized terms used herein for which no definition is provided herein shall have
the meanings set forth in the Indenture.




     1. Interest. The Issuer promises to pay interest on the principal amount of this Security at
7.45% per annum from March 13, 2009 until maturity. The Issuer will pay interest semiannually on
March 15 and September 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day. Interest on the Securities will accrue from the most recent Interest
Payment Date on which interest has been paid or, if no interest has been paid, from March 13, 2009;
provided that if there is no existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be September 15, 2009. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.



     2. Method of Payment. The Issuer will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on the
record date next preceding the Interest Payment Date, even if such Securities are canceled after
such record date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Issuer will pay the principal of and
interest on the Securities in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Such amounts shall be payable at the offices
of the Trustee or any Paying Agent, provided that at the option of the Issuer, the Issuer may pay
such amounts (1) by wire transfer with respect to Securities represented by a Global Note or (2) by
check payable in such money mailed to a Holder’s registered address with respect to any Security.



     3. Paying Agent and Registrar. Initially, the Trustee will act as Paying Agent and Registrar.
The Issuer may change any Paying Agent, Registrar, co-registrar or additional paying agent without
notice to any Holder. The Issuer or any of the Issuer’s subsidiaries may act in any such capacity.



     4. Indenture. The terms of the Securities include those stated in the Indenture and the
provisions made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Fifth Supplemental
Indenture; provided, that if any provision of the Indenture limits, qualifies or



B-5









 




conflicts with the duties imposed by operation of TIA Section 318(c), the imposed duties shall
control. Holders are referred to the Indenture and the TIA for a statement of such terms and
provisions. The Securities are unsecured senior obligations of the Issuer and rank equally with
all of the Issuer’s existing and future unsecured indebtedness. The Indenture provides for the
issuance of other series of debt securities thereunder.




     5. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of
Securities may be registered and Securities may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any Securities during
the period between a record date and the corresponding Interest Payment Date.



     6. Redemption. No sinking fund is provided for the Securities. At any time and from time to
time the Securities will be redeemable, in the Issuer’s sole discretion, in whole or in part, in
principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof for an amount
equal to the greater of (i) 100% of the principal amount of the Securities being redeemed and (ii)
as determined by an Independent Investment Banker, the sum of the present values of the Remaining
Scheduled Payments on the Securities being redeemed, discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 50 basis points. In the event of any such redemption, interest will accrue up to the date of
redemption. Unless there is a default in payment of the redemption amount, on and after the
Redemption Date, interest will cease to accrue on the Securities or portions thereof called for
redemption.



     7. Persons Deemed Owners. The registered Holder of a Security shall be treated as its owner
for all purposes.



     8. Amendments and Waivers. Subject to certain exceptions and limitations, the Indenture or
the Securities may be amended or supplemented by the Issuer and the Trustee with the written
consent (including consents obtained in connection with a tender offer or exchange offer or a
solicitation of consents, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities) of the Holders of at least a majority in principal amount
of the then outstanding Securities affected by such amendment or supplement (provided that if such
amendment or supplement affects holders of securities of other series issued under the Original
Indenture, the Holders of the Securities and such other series of securities shall act as one
class), and any existing or past Default or Event of Default under, or compliance with any
provision of, the Indenture may be waived (other than any continuing Default or Event of Default in
the payment of the principal of, premium (if any) or interest on the Securities or a continued
Default in respect of a provision that cannot be amended or supplemented without the consent of
each Holder of the Securities affected) by the Holders of at least a majority in principal amount
of the then outstanding Securities (or of all series of securities issued under the Original
Indenture acting as one class in the case of a Default or Event of Default with respect to all such
series, as the case may be) in accordance with the terms of the Indenture. The Issuer and the
Trustee may amend or supplement the Indenture or the Securities or waive any provision of either
without the consent of the Holders, to:



B-6









 






     (1) cure any ambiguity, omission, defect or inconsistency;




     (2) evidence the assumption by a Successor of the Issuer’s obligations under the
Indenture and the Securities;




     (3) provide for uncertificated Securities in addition to or in place of certificated
Securities or to provide for the issuance of bearer securities (with or without coupons);




     (4) provide any security for the Securities or to add guarantees of, or additional
obligors on, the Securities;




     (5) comply with any requirement in order to effect or maintain the qualification of the
Indenture under the TIA;




     (6) add to the covenants of the Issuer for the benefit of the Holders of the
Securities, or to surrender any right or power conferred by the Indenture upon the Issuer;




     (7) add any additional Events of Default with respect to the Securities;




     (8) change or eliminate any of the provisions of the Indenture, provided that any such
change or elimination shall become effective only when there are no outstanding Securities
that are adversely affected in any material respect by such changes in or elimination of
such provisions;




     (9) supplement any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of the Securities pursuant to
Section 8.01 of the Indenture, provided, however, that any such action shall not adversely
affect the interest of the Holders of the Securities or the holders of any other series of
securities issued under the Original Indenture in any material respect;




     (10) evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities and to add to or change any of the provisions of the
Indenture as shall be necessary to provide for or facilitate the administration of the
trusts thereunder by more than one Trustee, pursuant to the requirements of Section 7.08 of
the Original Indenture; or




     (11) make any other change that does not adversely affect the rights of any Holder of
Securities.



          The right of any Holder to participate in any consent required or sought pursuant to any
provision of the Indenture (and the obligation of the Issuer to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder shall have been the
Holder of record of Securities with respect to which such consent is required or sought as of a
date fixed in accordance with the terms of the Indenture.




B-7









 








          Without the consent of each Holder affected, the Issuer may not:





     (1) reduce the amount of securities issued under the Original Indenture (including the
Securities) whose Holders must consent to an amendment, supplement or waiver;




     (2) reduce the rate of or change the time for payment of interest, including default
interest, on any Security;




     (3) reduce the principal of or any premium on or any mandatory sinking fund payment
with respect to, or change the Stated Maturity of, any Security;




     (4) reduce the premium, if any, payable upon the redemption of any Security or change
the time at which any Security may or shall be redeemed;




     (5) change the coin or currency or currencies (including composite currencies) in which
any Security or any premium or interest with respect thereto are payable;




     (6) impair the right to institute suit for the enforcement of any payment of principal
of, premium (if any) or interest on any Security pursuant to Sections 6.07 and 6.08 of the
Original Indenture, except as limited by Section 6.06 of the Original Indenture;




     (7) make any change in the percentage of principal amount of Securities necessary to
waive compliance with certain provisions of the Indenture pursuant to Section 6.04 or 6.07
of the Original Indenture or make any change in the fifth paragraph of Section 9.02 of the
Original Indenture; or




     (8) waive a continuing Default or Event of Default in the payment of principal of,
premium (if any) or interest on the Securities.



          A supplemental indenture that changes or eliminates any covenant or other provision of the
Indenture which has expressly been included solely for the benefit of one or more particular series
of securities issued under the Original Indenture (including the Securities), or which modifies the
rights of the holders of securities of such series of securities issued under the Original
Indenture (including the Securities) with respect to such covenant or other provision, shall be
deemed not to affect the rights under the Indenture of the holders of the securities of any other
series.




     9. Defaults and Remedies. Events of Default are defined in the Indenture and with respect to
the Securities generally include:




     (1) default by the Issuer in the payment of interest on the Securities when the same
becomes due and payable and such default continues for a period of 30 days;




     (2) default by the Issuer in the payment of principal of the Securities at their Stated
Maturity or premium (if any) on the Securities when the same becomes due and payable;



B-8









 






     (3) default by the Issuer in its compliance with any of its other covenants or
agreements in, or provisions of, the Securities or the Indenture which shall not have been
remedied within 60 days after written notice to the Issuer by the Trustee or to the Issuer
and Trustee by the holders of at least 25% in aggregate principal amount of the securities
of all series of securities issued under the Original Indenture (including the Securities)
then outstanding affected by such default;




     (4) default by the Issuer in a scheduled payment at maturity, upon redemption or
otherwise, in the aggregate principal amount of $125 million or more, after the expiration
of any applicable grace period, of any Indebtedness or the acceleration of any Indebtedness
of the Issuer in such aggregate principal amount, so that it becomes due and payable prior
to the date on which it would otherwise have become due and payable and such payment default
is not cured or such acceleration is not rescinded within 30 days after notice to the Issuer
in accordance with the terms of the Indebtedness; and




     (5) certain events involving bankruptcy, insolvency or reorganization affecting the
Issuer.



          The Trustee shall not be deemed to know or have notice of any Default or Event of Default
unless a Trust Officer at the Corporate Trust Office of the Trustee receives written notice at the
Corporate Trust Office of the Trustee of such Default or Event of Default with specific reference
to such Default or Event of Default.




          If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the outstanding Securities affected by such Event of Default (or, in
the case of an Event of Default described in clause (3) above, if outstanding securities of other
series of securities issued under the Original Indenture are affected by such Event of Default,
then at least 25% in principal amount of the then outstanding securities of all series (including
the Securities) so affected), may declare the principal of and accrued and unpaid interest on all
then outstanding Securities or securities of all such series, as the case may be, to be immediately
due and payable, except that in the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization affecting the Issuer, all outstanding Securities become
due and payable immediately without further action or notice by the Trustee or any Holder. The
amount due and payable upon the acceleration of any Security is equal to 100% of the principal
amount thereof plus accrued and unpaid interest to the date of payment. Holders may not enforce
the Indenture or the Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the then outstanding
Securities may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or may direct the Trustee in its exercise of any trust or power conferred
on the Trustee. The Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal, premium (if any) or interest) if it determines that withholding
notice is in their interests. The Issuer must furnish an annual compliance certificate to the
Trustee.




     10. Discharge Prior to Maturity. The Indenture with respect to the Securities shall be
discharged and canceled upon the payment of all of the Securities issued thereunder and shall be



B-9









 




discharged except for certain obligations upon the irrevocable deposit with the Trustee of
funds or Government Obligations sufficient for such payment and the satisfaction of certain other
conditions specified in the Indenture.




     11. Trustee Dealings with the Issuer. The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and
may otherwise deal with the Issuer or its Affiliates, as if it were not Trustee.



     12. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the
Issuer shall not have any liability for any obligations of the Issuer under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Securities.



     13. Authentication. The Securities shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     14. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the
Securities as a convenience to the Holders of the Securities. No representation is made as to the
accuracy of such numbers as printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.



     15. Indenture to Control; Governing Law. In the case of any conflict between the provisions
of this Security and the Indenture, the provisions of the Indenture shall control. The Indenture
and the Securities shall be governed by and construed under the laws of the State of New York.



     16. Successor Person. When a Successor assumes all the obligations of its predecessor under
the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the
predecessor person will (except in certain circumstances specified in the Indenture) be released
from those obligations.



     17. Abbreviations and Definitions. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST
(= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).



          The Issuer will furnish to any Holder upon written request and without charge a copy of the
Indenture. Request may be made to:



Halliburton Company

5 Houston Center

1401 McKinney, Suite 2400

Houston, Texas 77010

Telephone: (713) 759-2600

Attention: General Counsel





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SCHEDULE I5




          The initial aggregate principal amount of Securities evidenced by the Certificate to which
this Schedule is attached is $                    . The notations on the following table evidence
decreases and increases in the aggregate principal amount of Securities evidenced by such
Certificate.




	 	 	 	 	 	 	 
	 
	 	 	 	Principal Amount of	 	 
	 
	 	 	 	Securities Remaining	 	 
	Decrease in Principal
	 	Increase in Principal
	 	After Such Decrease or
	 	Notation by
	Amount of Securities
	 	Amount of Securities
	 	Increase
	 	Security Registrar
	 
	 	 
	 	 
	 	 





	 
	 








 




			
	5	 	To be included in any Global Note.




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ASSIGNMENT FORM




          To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security
to                     




 




(Insert assignee’s social security or tax I.D. number)




 





 





 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                                             
as agent to transfer this Security on the books of the Issuer. The agent may substitute another to
act for him.




	 	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(Sign exactly as your name appears on
	 

	 	 	 	 	 	the face of this Security)






	 	 	 
	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	(Participant in a Recognized Signature
	 

	 	Guaranty Medallion Program)






          This assignment relates to $                     principal amount of 7.45% Senior Notes due 2039 of
Halliburton Company held in6                      book-entry or                      definitive form by
                                         (the “Transferor”).




          The Transferor has requested the Trustee by written order to exchange or register the transfer
of a Note or Notes.




	 	 	 	 	 
	 
	 	 	 
	 	 	[INSERT NAME OF TRANSFEROR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	  

	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 

	 	Address:	 	 






Date:                                         






 




			
	6.	 	Fill in blank or check appropriate box, as applicable.




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