DRESSER INDUSTRIES, INC.
                           DEFERRED COMPENSATION PLAN

                             As Amended and Restated
                            Effective January 1, 2000

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                                Table of Contents

I.    PURPOSE OF PLAN..........................................................1
II.   DEFINITIONS AND CONSTRUCTION.............................................1
   2.1      Definitions........................................................1
   2.2      Number and Gender..................................................3
   2.3      Headings...........................................................3
   2.4      Effect Upon Other Plans............................................3
III.     ADMINISTRATION........................................................3
   3.1      Administration by the Board; Right to Delegate.....................3
   3.2      Required Vote; Meetings............................................3
   3.3      Powers and Duties..................................................4
   3.4      Unit Price.........................................................4
   3.5      Expenses...........................................................4
IV.      UNIT STOCK BENEFITS AND CASH BENEFITS.................................4
   4.1      Dividend Equivalents on Unit Stock Benefits........................4
   4.2      Interest on Cash Benefit...........................................5
   4.3      Corporate Changes..................................................5
   4.4      Unilateral Termination.............................................5
V.    BENEFITS.................................................................5
   5.1      Valuation..........................................................5
   5.2      Conversion From Unit Stock Benefit to Cash Benefit.................5
   5.3      Medium of Payment..................................................6
   5.4      Election of Options................................................6
   5.5      Payment of Dividend Equivalents and Interest.......................6
   5.6      Death or Disability................................................7
   5.7      To Whom Payments are Made..........................................7
   5.8      Forfeiture.........................................................7
VI.      MISCELLANEOUS.........................................................7
   6.1      Elections..........................................................7
   6.2      Reserves...........................................................7
   6.3      Withholding........................................................7
   6.4      Plan Not to Constitute Contract of Employment......................8
   6.5      Nontransferability and Nonassignability............................8
   6.6      Amendment, Suspension or Termination...............................8
   6.7      Reliance Upon Information..........................................8
   6.8      Governing Law......................................................9


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                            DRESSER INDUSTRIES, INC.
                           DEFERRED COMPENSATION PLAN

         WHEREAS,  Dresser  Industries,  Inc.  (the  "Company") established  the
Dresser Industries, Inc. Deferred Compensation  Plan, hereinafter referred to as
the  "Plan,"  effective  August  19, 1965,  for the  benefit of  certain of  its
employees;

         WHEREAS, deferrals under  the Plan have  ceased and  no new Participant
may join the Plan; and

         WHEREAS,  the Company desires to restate the Plan and to amend the Plan
in  several  respects,   intending  thereby  to  provide  an  uninterrupted  and
continuing program of benefits;

         NOW THEREFORE,  the Plan is hereby  restated in its entirety as follows
with no  interruption  in time,  effective  as of  January  1,  2000,  except as
otherwise indicated herein:

                               I. PURPOSE OF PLAN

         The  purposes of this Plan are to (i)  provide  greater  incentive  for
employees  to attain and maintain the highest  standards  of  performance;  (ii)
retain  employees  of  outstanding  competence;  (iii)  further the  identity of
interests of such employees with those of the Company's stockholders  generally;
and (iv) reward such employees for outstanding performance.

                        II. DEFINITIONS AND CONSTRUCTION

         2.1  Definitions.  Where the  following  words  and phrases are used in
this Plan, they shall have the respective meanings set forth  below,  unless the
context clearly indicates to the contrary:

              (a)  "Benefits"  means  the net,  unforfeited  amounts,  including
Interest and Dividend  Equivalents to be paid to a Participant (or the estate or
beneficiary of a Participant) under the Plan.

              (b)  "Benefit   Payment   Option"  means   one  of  the  schedules
specifying the timing of the payment of a Participant's  Benefit  under the Plan
as set forth in Section 5.4 of the Plan.

              (c)  "Board" means the  Board of Directors  of Dresser Industries,
Inc.

              (d)  "Cash Benefit"  means the amount  credited in a dollar amount
under the Plan on behalf of a Participant as  a  result  of  such  Participant's
Deferred Compensation and any Interest credited thereon.

              (e)  "Company" means Dresser Industries, Inc. and its wholly-owned
subsidiaries.

              (f)  "Crediting  Date" means the January 15 next following the end
of the Fiscal Year for which the credit is awarded or, if such January 15 is not
a business day, the next business day.



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              (g)  "Deferred Compensation"  means  amounts  deferred  under  the
terms of the Plan prior to the Effective Date.

              (h)  "Director" means a member of the Board.

              (i)  "Disability" means  such an  absence  of  physical  or mental
powers in a Participant so as to render him incapable of competently  performing
his duties for the Company.

              (j)  "Dividend Equivalent" means,  with  respect  to a  particular
Unit Stock Benefit, the sum of (i) the total amount of cash dividends that would
have been payable during the preceding calendar year on the shares of Unit Stock
under such  Unit Stock  Benefit had  such shares  been  outstanding  during  the
preceding  calendar year and (ii) any Dividend  Equivalent  with respect to such
Unit Stock  Benefit  carried  forward  from  the  preceding  Crediting  Date  in
accordance with the terms of Section 4.1.

              (k)  "Effective Date" means  January 1, 2000, as to this amendment
and  restatement of  the  Plan,  except  that  (i)  the  Benefit Payment Options
specified  in  Section  5.4  shall  be  applicable  to Participants  terminating
employment with  the Company  on or  after January 1,  2001,  with  the  Benefit
Payment Options applicable to Participants terminating employment  prior to such
date  being  governed by  the Plan as  in effect prior  to  this  amendment  and
restatement, and (ii) the last sentence of Section 5.4 pertaining to cashing out
of  small benefits shall  be effective  January 1, 2002.  The original effective
date of the Plan was August 1, 1965.

              (l)  "Fiscal Year" means the fiscal year of the Company.

              (m)  "Interest" means simple  interest credited on a Participant's
Cash Benefit as of each Crediting Date.  The rate of Interest shall  be based on
the annual savings account rate of a major bank as designated  from time to time
by the Board as of the December 31 next preceding the applicable Crediting Date.

              (n)  "Participant"   means  an   individual  who  is  contingently
entitled to Benefits under the Plan. Participation in the Plan is available only
to an  individual who  was a  Participant in  the Plan on the Effective Date. No
other individuals shall be eligible to become Participants in the Plan.

              (o)  "Plan"   means   the   Dresser   Industries,   Inc.  Deferred
Compensation Plan  adopted by  the Board  on  August 1,  1965,  as  amended  and
restated herein.

              (p)  "Unit Price" means,  with respect to a Crediting Date, 75% of
the average of  the daily  closing  prices of  Unit Stock on the  New York Stock
Exchange for the calendar month immediately prior  to such  Crediting  Date,  or
such  higher percentage  of such average as  may be determined by the Board from
time to time,  in accordance with the  terms  of Section 3.4;  provided however,
that with  respect to  Unit Stock Benefits on  behalf of  a Participant  who has

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terminated  employment  with  the Company,  100%  shall be  substituted  for the
foregoing percentage with respect to each Crediting  Date  after  the  Crediting
Date following such Participant's termination of employment.

              (q)  "Unit  Stock" means  shares of  common stock  of  Halliburton
Company.

              (r)  "Unit Stock Benefit" means the number of shares of Unit Stock
credited on  behalf of a Participant  as a result of such Participants' Deferred
Compensation, and any Dividend Equivalents credited thereon.

         2.2  Number and Gender.  Wherever appropriate herein, words used in the
singular shall be considered to include the plural, and words used in the plural
shall  be  considered  to  include  the singular.  The masculine  gender,  where
appearing in this Plan, shall be deemed to include the feminine gender.

         2.3  Headings.  The  headings of  Articles,  Sections,  and  Paragraphs
herein are  included solely for  convenience.  If there is  any conflict between
such  headings  and  the  text  of  this  Plan,  the  text  shall  control.  All
references  to  Articles,  Sections,  and  Paragraphs  are to  this Plan  unless
otherwise indicated.

         2.4  Effect Upon Other  Plans.  Except to the extent  provided  herein,
nothing in this Plan  shall be  construed  to affect the provisions of any other
plan maintained by the Company.

                              III. ADMINISTRATION

         3.1  Administration by the Board; Right to Delegate.  This  Plan  shall
be administered by the Board. The Board  may appoint committees, individuals, or
any  other agents  as it  deems  advisable  and  may  delegate  to any  of  such
appointees any or all of the powers and  duties of the Board  hereunder.  In the
event  the Board  delegates  any or all  of its  powers  and  duties  under  the
foregoing  sentence, the Board  may specify the  manner in which such powers and
duties shall be performed.

         3.2  Required Vote; Meetings. The  Board shall  adopt  such  rules  and
procedures for  the conduct of its  business and  for the  administration of the
Plan as it deems advisable and shall have  authority  to take any and all action
necessary  to  implement  such  rules  and  procedures.  A  Director  who  is  a
Participant may vote and take actions on all Board matters,  including,  without
limitation,  matters that may directly affect such Director and matters that may
affect such Director in a manner differently from or  inconsistently  with other
Participants.  All actions taken by the Board must be approved by an affirmative
vote of a  majority of all  Directors.  The Board  may take any action without a
meeting  upon written  consent signed  by all  of the  Directors.  Directors may
participate  in   a  meeting  by  means  of  conference  telephone   or  similar
communications  equipment  through which all participating persons can instantly
communicate with each other.

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         3.3  Powers and Duties.  The  Board shall  supervise the administration
and  enforcement of this Plan according  to the terms and provisions  hereof and
shall have the sole discretionary  authority  and all of the powers necessary to
accomplish such duties.  Without  limiting the generality of the foregoing,  the
Board shall have all of the powers and duties  specified  for it under the Plan,
including,  without limitation, the power, right, or authority: (a) from time to
time to establish rules and procedures for the  administration of the Plan which
are not  inconsistent  with the  provisions of the Plan,  and any such rules and
procedures shall be effective as if included in the Plan, (b) to construe in its
discretion all terms, provisions,  conditions,  and limitations of the Plan, (c)
to  correct  any  defect  or  to  supply  any  omission  or  to  reconcile   any
inconsistency  that may appear in the Plan in such  manner and to such extent as
the Board shall deem appropriate,  (d) to make a determination in its discretion
as to the right of any person to a payment and the amount of such payment and to
prescribe  procedures to be followed by  distributees in obtaining such payment,
and  (e) to  make  all  other  determinations  necessary  or  advisable  for the
administration of the Plan. All decisions,  determinations,  and actions made or
taken by the Board and its  delegates  with respect to the Plan and any Benefits
under the Plan shall be final,  binding,  and  conclusive  upon all  persons and
shall not be subject to appeal. The Board and its delegates shall, in their sole
discretion  exercised  in good faith  (which,  for purposes of this Section 3.3,
shall mean the application of reasonable business judgment), make such decisions
or determinations and take such actions, and all such decisions, determinations,
and  actions  by the  Board  and its  delegates  shall be  final,  binding,  and
conclusive upon all persons and shall not be subject to appeal. If a Participant
disagrees with any decision, determination, or action made or taken by the Board
or its  delegates,  then the  dispute  will be  limited  to  whether  the  Board
satisfied their duty to make such decision or  determination or take such action
in good faith.

         3.4  Unit Price.  From  time  to  time,  the  Board may  substitute any
percentage in excess of 75% for such figure in determining the Unit Price as set
forth in the definition  of Unit Price herein;  provided however,  that any such
determination  must be made  prior to the  end of the  Fiscal  Year  immediately
preceding the Crediting Date to which such Unit Price shall apply.

         3.5  Expenses.  All expenses of the administration of the Plan shall be
borne by the Company.

                   IV. UNIT STOCK BENEFITS AND CASH BENEFITS

         4.1  Dividend  Equivalents  on Unit Stock  Benefits.  On or before each
Crediting  Date,  there shall be  ascertained (a) the balance of each Unit Stock
Benefit and (b) the Dividend Equivalent attributable to such Unit Stock  Benefit
for the preceding  calendar  year. As of each  Crediting  Date,  each Unit Stock
Benefit  shall be credited  with a whole  number of shares of Unit Stock that is
equal to (x) the  Dividend Equivalent determined  under the  foregoing sentence,
divided  by (y) the  applicable  Unit Price; provided  however,  any  fractional
shares shall be  disregarded and the amount of any remaining Dividend Equivalent

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attributable to such fractional shares shall be carried forward and added to the
Dividend Equivalent  calculated with  respect to  the next  succeeding Crediting
Date.

         4.2  Interest on Cash Benefit.  As of each Crediting  Date, the balance
of each Participant's Cash Benefit shall be credited with Interest.

         4.3  Corporate  Changes.  If  the  Company  at  any time  increases  or
decreases  proportionately  to  all holders of  shares of its  common stock then
outstanding, whether by stock dividend, stock split, consolidation of shares, or
in any other manner the number  of all of its outstanding  shares of such common
stock held  by such holders,  then all Unit Stock  Benefits theretofore credited
and unforfeited shall be  correspondingly increased or decreased with respect to
the number of  shares of such common stock represented thereby.  In the event of
a merger or consolidation of the Company with or into another corporation or the
sale of substantially all of the assets of the Company, the Board shall make  an
appropriate equitable adjustment to all Unit Stock Benefits.

         4.4  Unilateral Termination.  Notwithstanding  any  other  provision of
the Plan to the  contrary,  in  the event a  Participant's  employment  with the
Company  is terminated by unilateral decision of such Participant,  no  Dividend
Equivalents or  Interest  shall be credited  to any Unit Stock  Benefits or Cash
Benefit on behalf of  such Participant in respect  of dividends paid or Interest
attributable to  the period  of time  after such  Participant's  termination  of
employment.

                                  V. BENEFITS

         5.1  Valuation. When  it is necessary  under the Plan to  determine the
value on any  date of shares of Unit  Stock,  the value  shall be the product of
the number  of shares  of Unit  Stock to be  valued and the average of the daily
closing  prices of  a share  of the  Unit Stock  on the New York Stock  Exchange
during the  preceding calendar month.  The value of a Participant's  Benefits on
any date shall be the sum of (a) the dollar  amount of such  Participant's  Cash
Benefit  and (b) the dollar value, as determined  above, of any Benefits held in
shares of Unit Stock on behalf of such Participant under the Plan.

         5.2  Conversion  From Unit Stock Benefit to Cash Benefit.  Prior to the
Effective  Date, each  Participant had  the opportunity  to elect  the manner in
which his Unit Stock Benefit will be invested and paid following his termination
of employment, either (a) continuing an all Unit Stock  Benefit,  (b) converting
to an all Cash Benefit, or (c) continuing a specified percentage as a Unit Stock
Benefit with the remainder  converting to a Cash Benefit.  A Participant who did
not make  such an election  prior  to the Effective Date shall be deemed to have
elected to have 50% of  his  Unit  Stock  Benefit  converted  to a Cash  Benefit
following   his termination  of employment.  Such  election  may be changed by a
Participant prior to his termination  of employment  with the Company by written
notice thereof filed with the Board; provided however, that such change can only
increase  the  percentage  to be continued as a Unit Stock  Benefit,  but cannot
decrease such percentage.  If a Participant has an election in effect to convert

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all or a percentage of his Unit Stock Benefit to a Cash Benefit, such conversion
shall occur on the Crediting Date next following the  Participant's  termination
of employment with the Company  based  on the  applicable  Unit  Price  for such
Crediting  Date.  Such  conversion  shall occur after the  crediting of Dividend
Equivalents for such Crediting Date pursuant to Section 4.1. If less than all of
a  Participant's  Unit Stock Benefit is to be converted to a Cash  Benefit,  the
number of whole  shares of Unit Stock to be  converted  shall be  determined  by
multiplying the total shares of Unit Stock credited to the Participant as of the
applicable  Crediting  Date by the  percentage to be converted to a Cash Benefit
with any fraction of a share of Unit Stock  resulting  from such  calculation to
remain as a Unit Stock Benefit.

         5.3  Medium of Payment.  All Cash Benefits under the Plan shall be paid
in cash.  All Unit Stock Benefits under the Plan shall be paid in Unit Stock.

         5.4  Election of Options.  A Participant's Benefits shall be paid under
one or  more of  the Benefit  Payment  Options  herein  as  timely  elected by a
Participant;  provided,  however,  that  in the absence of a valid  election,  a
Participant's benefits shall be paid  under Option A. Payment of a Participant's
Benefits, or  a portion  thereof,  credited  through  the first  Crediting  Date
following  the calendar year of a  Participant's  termination of employment with
the  Company, shall  commence  as  of the  first  Crediting  Date following  the
calendar year  of the Participant's  termination of employment and shall be paid
in equal annual  installments  over a period of time  determined  in  accordance
with one of the following Benefit Payment Options:

         Option A.  Ten years, or

         Option B.  Five years, or

         Option C.  Fifteen years, or

         Option D.  Twenty years

as elected by such Participant.  A Participant's  payment election hereunder may
be made or  revoked  at any  time  or  times  prior  to the  termination  of the
Participant's  employment  with the Company by written notice thereof filed with
the Board. The preceding notwithstanding, if, as of any Crediting Date following
a Participant's  termination of employment  with the Company,  the value of such
Participant's  Benefits is $50,000 or less, the Board,  in its  discretion,  may
direct that such Benefits be paid in full as soon as  administratively  feasible
on or after such Crediting Date.

         5.5  Payment of Dividend Equivalents and Interest.  At the time of each
annual installment payment pursuant to each of the Benefit Options, Interest and
Dividend Equivalents shall be paid with respect to each Participant's unpaid and
unforfeited  Unit  Stock  Benefits  and Cash  Benefits  under the Plan since the
previous  Crediting Date. The amount of such payments shall be calculated  using
the methodology set forth in Section 4.1 and Section 4.2.

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         5.6  Death or Disability.  In the event of a  Participant's  death or
Disability,  the  Board  may,  in  its  sole  discretion and  upon  proof of the
financial necessity of the person or persons to whom such Participant's Benefits
are payable, vary the number and amount of installments to be paid  with respect
to such Benefits.

         5.7  To Whom Payments are Made.  Payments of a  Participant's  Benefits
shall be made  to the  Participant  if  living.  Unless  otherwise  requested in
writing by  Participant, in the event of a Participant's death, payments will be
made to the  beneficiary  designated  by  the  Participant  for the  purpose  of
receiving life insurance benefits under the Company's group life insurance plan.
In the event no beneficiary is designated by the Participant  either  in writing
or for  the purpose  of  receiving  such  life  insurance  benefits,  or if  the
designated  beneficiary  does not  survive  the Participant,  such Participant's
Benefits will be paid to his personal representatives or to the person appointed
by  will to receive said Benefits.  This provision does not affect the timing or
amount of payments  to be made  hereunder, but only affects to whom payments are
to be made.

         5.8  Forfeiture.  Notwithstanding  any other  provision herein  to  the
contrary, in  the event a  Participant  takes or allows some  action or omission
resulting  in damage  or competitive  injury to  the Company  then, unless  such
action or  omission shall have  been taken or  allowed in good faith and without
reasonable  cause to believe  that it was  improper or illegal,  the  Board  may
terminate all subsequent crediting of Interest and Dividend  Equivalents  to the
Participant, and, in addition, the  Board may  terminate and  forfeit all or any
part of  such Participant's  Benefits  hereunder,  or  suspend  payment of  such
Benefits,  as  it  may  deem   appropriate  in  its  sole  discretion  and  such
termination, forfeiture,  and/or suspension  shall be binding and not subject to
appeal.

                               VI. MISCELLANEOUS

         6.1  Elections.  The Board shall have the right to refuse to accept any
election  made  hereunder  by a  Participant  but such refusal shall be made not
later than thirty (30) ays after the last date prescribed hereunder  for  making
such election.  If for any reason the Board deems it  advisable,  it may require
any election hereunder to be made at a time earlier than that otherwise fixed in
the Plan.

         6.2  Reserves. The  Company  shall  be  under no obligation to reserve,
segregate or earmark any  cash, stock, or other property  for the payment of any
Benefits under this Plan. No Participant  shall have any right whatsoever in any
cash, stock or other property which may be set aside under the Plan.

         6.3  Withholding.  During the  time a  Participant is employed with the
Company, the  Company shall  deduct from such  Participant's  wages  any amounts
required  to  be  withheld  by  the  Company  with  respect  to the accrual of a
Participant's  benefits  hereunder.  Further,  there shall be deducted from each
payment of  Participant's Benefits  under  the Plan any  taxes  required  to  be
withheld  by the Company in respect of such payment.  The Company shall have the

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right to reduce any payment to be made in cash or other property  by the  amount
of such  cash or  property sufficient  to provide the amount of said  taxes.  In
lieu  of a  deduction,  the  Committee  may  permit the  Participant  to  pay or
reimburse the Company for said taxes.

         6.4  Plan  Not   to  Constitute  Contract of  Employment.  Neither  the
adoption of  the Plan nor its  operation  shall in any way  affect  the right of
the  Company  to dismiss  or discharge  a Participant  at any  time, nor give an
employee  a right  to participate  in any  incentive compensation  plan  of  the
Company.

         6.5  Nontransferability  and  Nonassignability.  Except  as hereinafter
provided, no rights  under the Plan  shall be  assignable  or  transferable,  or
subject  to  encumbrances,  pledge,  or  charge of  any nature,  except  that  a
Participant  may  designate  a   beneficiary   to  receive  such   Participant's
Benefits   upon  Participant's  death   as  otherwise  provided   herein.   Plan
provisions to the contrary notwithstanding,  (a) the  Board  shall  comply  with
the  terms  and provisions  of an order  that  satisfies the  requirements for a
"qualified  domestic  relations  order"  as  such  term  is  defined  in section
206(d)(3)(B) of  the  Employee  Retirement  Income  Security  Act  of  1974,  as
amended,  including  an order that  requires distributions to an alternate payee
prior to  a Participant's  "earliest  retirement age" as such term is defined in
section  206(d)(3)(E)(ii)  of such  Act, and (b) no  Benefits  shall be  payable
until and  unless  any and all amounts representing  debts or other  obligations
owed to  the Company by the Participant with  respect to whom such amount  would
otherwise  be payable  shall have been fully paid.

         6.6  Amendment,   Suspension  or  Termination.  The  Board  may  amend,
suspend or  terminate the Plan  in whole or in  part, except  that no amendment,
suspension or termination  shall reduce any Benefits  credited to a  Participant
prior to the date of such amendment, suspension, or termination,  or Benefits to
be  credited  in   the  future  based  on  amounts  previously   credited  to  a
Participant, provided, that any amendment  to or change in the Plan  adopted  by
the  Board  which  will  significantly  increase  Benefits  under  the  Plan  or
substantially  alter  the  general  principles  of  the  Plan  shall  not become
effective unless ratified by the affirmative votes of the holders  of a majority
of the  voting  shares of the Company at  an annual or a special  meeting of the
shareholders  called for such purpose.

         6.7  Reliance Upon  Information.  The Board and its  delegates may rely
upon  any  information  supplied  to  them by  an officer of  the  Company,  the
Company's legal counsel or by the Company's  independent  public  accountants in
connection with the administration of the Plan,  and shall not be liable for any
decision or action in reliance thereon.  No Participant,  or any person claiming
through him  shall have  any right  or interest  in the  Plan  or  any  Benefits
hereunder  unless and until all the terms, conditions,  a provisions of the Plan
that affect such Participant or such other person shall have been complied  with
as specified herein.  The Participant shall complete such forms and furnish such
information as the Committee may require in the administration of the Plan.

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         6.8  Governing Law.  The place  of administration  of the Plan shall be
conclusively  deemed  to be within  the State of  Delaware;  and  the  validity,
construction, interpretation and  effect of the Plan and all  rights  of any and
all  persons having or claiming any  interest  therein  shall be governed by the
laws of the State of Delaware.

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Source: OneCLE Business Contracts.