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Summary Plan DescriptionEffective January 2009

Halliburton Retirement & Savings Plan

Halliburton Retirement & Savings Plan Summary Plan Description (SPD) January 2009

The Halliburton Retirement and Savings Plan (the “Plan”) is a defined contribution plan sponsored by the Halliburton Company (the

“Company”). Certain employers that are affiliated with the Company have adopted the Plan for purposes of providing benefits for their

employees and beneficiaries. As used in this Summary Plan Description (“SPD”), the term “Company” also refers to such employers.

This SPD is designed to provide a summary of the features of the Plan. It is not intended to provide investment advice in any way, or

to be a solicitation of any investment or asset classes.

Every effort has been made to provide clear and accurate information about the Plan. However, in the event of a discrepancy between

the material presented in this SPD and the official Plan document, the official document and administrative practice will always govern.

The Company reserves the right to change, amend or terminate the benefit plans and the information set forth herein in whole or in

part at any time. Any such change or termination shall be made at the sole discretion of the Company.

It is intended that the Plan shall constitute a plan described in Section 404(c) of the Employee Retirement Income Security Act of 1974

and Title 29 of the Code of Federal Regulations Section 2550.404(c)-1, and that the fiduciaries of the Plan may be relieved of liability for

any losses that are the direct and necessary result of investment instructions given by a Plan participant or beneficiary.

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

Halliburton has filed a registration statement on Form S-8 (Registration No. 333-86080) ( the “Registration Statement”) with the Securities and

Exchange Commission ( the “Commission”) in connection with the offer and sale of Halliburton’s common stock, par value $2.50 per share

(“Halliburton stock”) and the interests in the Plan, pursuant to the Plan. This Summary Plan Description and the documents incorporated by

reference in the Registration Statement, taken together, constitute a prospectus (this “Prospectus”) covering shares of Halliburton stock and the

interests in the Plan that have been registered under the Securities Act of 1933, as amended (the “Securities Act”).

Halliburton will provide without charge to any person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon

written or oral request of such person, a copy of the Plan and a copy of any and all documents incorporated by reference in the Registration

Statement or this Prospectus (other than exhibits to such documents that are not incorporated by reference into the Registration Statement or

this Prospectus), as well as any other documents required to be delivered to such persons, pursuant to Rule 428(b) under the Securities Act.

Such requests should be directed to the attention of the Halliburton Benefits Center, at 1-800-535-8130. If outside the U.S., call 866-373-

3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-free number).


Overview .................................................................................................................................................................... 1

Participating in the Halliburton Retirement and Savings Plan ...................................................................................... 4 Eligibility ..................................................................................................................................................................................................................................................5 Participation and Enrollment ..................................................................................................................................................................................................................5 How to Enroll...........................................................................................................................................................................................................................................5 Automatic Enrollment .............................................................................................................................................................................................................................6 Automatic Escalation ..............................................................................................................................................................................................................................6 What If I Forget My Password? ...............................................................................................................................................................................................................7 Naming a Beneficiary .............................................................................................................................................................................................................................7 Vesting .....................................................................................................................................................................................................................................................7 Cost of Administering the Plan ...............................................................................................................................................................................................................8

Service With Halliburton ............................................................................................................................................. 9 Hours of Service and Service Computation Period ..............................................................................................................................................................................10 Years of Service .....................................................................................................................................................................................................................................10

Plan Contributions .................................................................................................................................................... 11 Tax-Deferred Savings Contributions .....................................................................................................................................................................................................12 Company Matching Contributions........................................................................................................................................................................................................14 Halliburton Basic Contribution .............................................................................................................................................................................................................15 Rollover Contributions ..........................................................................................................................................................................................................................17

Investing Your Money ............................................................................................................................................... 18 How to Make or Change Your Investment Options ..............................................................................................................................................................................19 Your Investment Fund Options .............................................................................................................................................................................................................20 Premixed Portfolios ...............................................................................................................................................................................................................................20 Single Focus Funds ................................................................................................................................................................................................................................21 If You Have Investments in the Halliburton Stock Fund ......................................................................................................................................................................22 Understanding Risk and Return ...........................................................................................................................................................................................................23 Investment Transfer Policy ....................................................................................................................................................................................................................25 Keeping Track of Your Account ..............................................................................................................................................................................................................26

Loans, Withdrawals and Distributions ........................................................................................................................ 27 Loans .....................................................................................................................................................................................................................................................28 In-Service Withdrawals .........................................................................................................................................................................................................................30 Distributions ..........................................................................................................................................................................................................................................32 Qualified Domestic Relations Orders (QDROs) .....................................................................................................................................................................................35 Distributions For Participants With a Balance Prior to June 1, 1998 ...................................................................................................................................................36 Distributions For Participants Who Began Participating in the Plan On or After June 1, 1998 .........................................................................................................38

The Halliburton Benefits Center ................................................................................................................................ 40

Administrative Information....................................................................................................................................... 42 Plan Information ...................................................................................................................................................................................................................................43 Plan Amendment and Termination ......................................................................................................................................................................................................45 Claims Procedures .................................................................................................................................................................................................................................45 Your Rights Under ERISA ......................................................................................................................................................................................................................48 USERRA and FLMA ................................................................................................................................................................................................................................50 Miscellaneous Information ...................................................................................................................................................................................................................50

Terms to Know .......................................................................................................................................................... 52

Table of Contents


Overview

1


The Company is committed to helping you prepare for your financial future. By sponsoring this Plan, the Company has made it

easier for you to save for retirement and other long-term financial goals. Listed below are some of the features of the Plan that can

help you reach your retirement and savings goals:

• You can save from 1% to 50% of your eligible pay on a tax-deferred (pre-tax) basis. The amount of eligible pay that can

be taken into consideration for Plan purposes is subject to the Internal Revenue Code (IRC) limits.

• Your savings are matched by the Company. The Company matches every dollar you invest up to the first 4% of eligible pay

each pay period. Beginning January 1, 2009, the Company will also match 50 cents for each dollar you invest that is between

4% and 6% of eligible pay each pay period. You are immediately vested in the Company matching contributions if you were hired

prior to January 1, 2009. If you are hired on or after January 1, 2009, you become vested in the Company matching contributions

after you complete two years of vesting service.

• Automatic Company contributions. The Company makes an automatic contribution to your account if you are employed

on the last day of the year equal to 4% of your eligible compensation. This contribution is referred to as the Halliburton Basic

Contribution. You will receive this contribution even if you do not elect to make contributions to the Plan. You become vested

in the Halliburton Basic Contribution after you complete three years of vesting service.

• You are automatically enrolled. If you are an eligible employee hired on or after January 1, 2006, and you do not make

any enrollment elections with respect to the Plan during your first 30 days of employment, you will be automatically enrolled

to contribute 4% of your eligible pay per pay period into the Plan. Your automatic tax-deferred savings contributions will begin

approximately 30 days after your date of hire and such contributions will continue to be made until you take action to change

the contribution percentage. Further, if you were hired prior to January 1, 2009, and you did not affirmatively make any

contribution elections with respect to the Plan or if you were not previously automatically enrolled, 4% of your eligible pay per

pay period will be taken from your pay and contributed to the Plan effective with respect to your first paycheck in 2009. Unless

you choose a different investment fund or funds, your Plan account will automatically be invested in the Moderate Premixed

Portfolio.

• Your contributions automatically increase. The automatic escalation feature increases the percentage you contribute to the

Plan each year until you reach a target deferral goal. This feature automatically applies to you if you are automatically enrolled

in the Plan. You may opt out of the automatic escalation feature at any time. The automatic escalation feature can be elected at

any time if you are not automatically enrolled in the Plan.

• You can rollover money from other plans. You may be able to roll benefits from a previous employer’s qualified retirement

plan or from an individual retirement account into the Plan.

• You can save on taxes. Your tax-deferred savings contributions can lower your current tax liability, and your earnings also

grow tax-deferred, which means you have more money working for you today. You pay taxes on the money when you

withdraw it, presumably at retirement when your tax bracket may be lower.

• You decide how to invest your money. You decide how to invest the money in your account by choosing from 12 core plan

funds.

Overview

2


• You can access your money if you need it. Subject to certain Plan limitations and restrictions, you may be eligible to borrow or

make withdrawals from your Plan account while you are an employee.

• You can take your account when leave. You’re eligible to receive a distribution once you are no longer employed by the

Company.

• It is easy to participate. You contribute to the Plan through automatic payroll deductions, making saving a part of your normal

routine.

• You have online access to your account. You can access your account at: http://resources.hewitt.com/halliburtonbenefits.

Enter your social security number and password or use the Halliburton Benefits Center’s automated telephone system at 1-800-

535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-free

number).

• You can speak with a customer service representative. You can speak with a customer service representative by calling

the Halliburton Benefits Center’s automated telephone system between 8:30 a.m. and 5:00 p.m. Central Standard Time, Monday

through Friday.

• Terms to Know Throughout this SPD, terms appearing in italics are defined in the “Terms to Know” section.

Overview

3


Participating in the Halliburton Retirement

and Savings Plan

4


EligibilityAs an employee of the Company, you are eligible to participate in the Plan beginning on your date of hire. You are not eligible if

you are:

• Coveredbyacollectivebargainingagreement,unlesstheCompanyhasspecificallyextendedparticipationtotheemployeegroup;

• Anon-residentalienwithnoearnedincomefromtheCompanyfromsourceswithintheU.S.;

• Coveredbyanotherfundedplanand/oradeferredcompensationplanofaforeignsubsidiarywithrespecttoU.S.employment;

• Anemployeewhoiseligibletoparticipateinanyotherqualifiedplan,excepttheHalliburtonRetirementPlan;or

• DesignatedorcompensatedbytheCompanyasaleasedemployeeoranindependentcontractor.

Participation and EnrollmentAs an eligible employee, you are entitled to participate in the Plan on the first day of your employment. You can elect to make tax

deferred contributions as soon as administratively feasible after your date of hire. Employees hired on or after January 1, 2006, will

be automatically enrolled in the Plan after 30 days of employment unless they choose to opt out. You may elect to enroll and begin

participating in the Plan prior to 30 days of employment. (For more information on enrollment see the “How to Enroll” in this section.)

How to EnrollThe Your Benefits ResourcesTM Web site is the fastest, easiest and most convenient way to enroll in your Retirement and Savings Plan. Go

to http://resources.hewitt.com/halliburtonbenefits through the Internet (from any computer with Internet access) or connect

through HalWorld, the Halliburton Intranet site. The Your Benefits Resources (“YBR”) Web site is available Monday through Saturday, 24

hours a day, and Sunday after 12 p.m. Central Standard Time.

• ToaccesstheYour Benefits Resources Web site, the Halliburton Benefits Center’s automated telephone system, or a Halliburton

Benefits Center representative, you will need your Social Security number and password.

• Ifyouareanewhire,youcanselectapasswordthefirsttimeyoucontacttheHalliburtonBenefitsCenter,eitherthroughthe Your

Benefits Resources Web site or by phone. You also can create a hint to help you remember your password.

• IfyoudonothaveInternetaccess,youmayenrollbycallingtheHalliburtonBenefitsCenter’sautomatedtelephonesystemat

1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-

free number). The automated phone system is available Monday through Saturday, 24 hours a day, and Sunday after 12 p.m.

Central Standard Time.

• Ifyouneedpersonalassistance,call1-800-535-8130, enter your Social Security number, select the option for the 401(k) Savings

Plan, then press the star key and zero (*0) to be connected to a Halliburton Benefits Center representative. If outside the U.S.,

call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-free number). Representatives are

available Monday through Friday between 8:30 a.m. and 5 p.m. Central Standard Time.

Participating in the Halliburton Retirement and Savings Plan

5


Automatic EnrollmentIf you are an eligible employee hired on or after January 1, 2006, you are automatically enrolled to contribute 4% of your eligible pay

per pay period to the Plan, unless you choose to opt out. These automatic payroll deductions will begin approximately 30 days after

your date of hire. Further, if you were hired prior to January 1, 2009, and you did not affirmatively make any contribution elections

with respect to the Plan or if you were not previously automatically enrolled, you have been automatically enrolled to contribute 4%

of your eligible pay per pay period to the Plan effective with respect to your first paycheck in 2009. This means that 4% of your eligible

pay will automatically be deducted from your paycheck each pay period on a pre-tax basis and deferred into the Plan as tax-deferred

savings contributions unless you take actions to opt out of this process. Once these amounts are deferred into the Plan, they

cannot be refunded to you. If you do not want 4% of your eligible pay to automatically be deferred into the Plan, you

must affirmatively take action to opt out of the Plan within the appropriate time frame. You will receive detailed information

regarding this automatic enrollment process, including information regarding the approximate date the automatic payroll deductions

will begin and when and how you can opt out of the Plan before the automatic deductions begin.

All contributions made under automatic enrollment will be invested in the Moderate Premixed Portfolio unless you affirmatively take

actions to change this investment election. Please refer to the Your Benefits Resources Web site for a description of the Moderate

Premixed Portfolio Fund.

You can always modify or cancel the default deduction and investment elections anytime through the Your Benefits Resources Web site

or by calling the Halliburton Benefits Center at 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T

access code) or 847-883-0702 (not a toll-free number).

Automatic EscalationIn an effort to help you reach your contribution rate goal, the Plan has an automatic escalation feature. Under this feature, you can elect

an annual percentage increase for your tax-deferred savings contributions to the Plan and set a target deferral percentage of your salary

goal. Then, the feature automatically increases your annual tax-deferred savings contributions each year in January until your target

deferral percentage of salary is reached.

The “Change Contributions” option under the Retirement and Savings section of the Your Benefits Resources Web site allows you to

select the annual rate increase for your contribution. You can then input your target contribution rate and your contribution rate will

increase each January until your target goal is reached. You must make your contribution choices before December 1 of each year

otherwise your contribution amount will not automatically increase until the following year.

If you have been automatically enrolled in the Plan, the automatic escalation feature is automatically established for you.

Your contribution rate will increase by 1% each January for three years beginning with the January following the first anniversary of

your date of hire until it reaches 7% of your eligible pay.

You can always modify or cancel the feature anytime through the Your Benefits Resources web site. Go to http://resources.hewitt.

com/halliburtonbenefits through the Internet (from any computer with Internet access) or connect through HalWorld, the

Halliburton Intranet site. The Your Benefits Resources (“YBR”) Web site is available Monday through Saturday, 24 hours a day, and Sunday

after 12 p.m. Central Standard Time.


6


What If I Forget My Password?If you do not have your password, you can request a new one by selecting “I Forgot My Password” on the Your Benefits Resources (YBR)

Web site, or by calling 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-

883-0702 (not a toll-free number). Your new password will be e-mailed to you at the e-mail address on file with the Halliburton

Benefits Center. If you do not have an e-mail address on file, your new password will be mailed to the address on file. Please allow

seven to 10 days to receive a password by mail.

Naming a BeneficiaryYour beneficiary is the person you name to receive your Plan benefits in the event of your death. If you are legally married, your spouse

is automatically your primary beneficiary. If you want to name someone other than or in addition to your spouse as your primary

beneficiary, your spouse must consent in writing to your choice. If you are married at the time of death and someone other than your

surviving spouse is designated as your beneficiary, such designation will be automatically void unless your surviving spouse consented

to such designation.

To designate a beneficiary, go to the Your Benefits Resources Web site or call the Halliburton Benefits Center and speak with a

representative.

In the event of a divorce, your beneficiary designation of your former spouse is automatically void unless you specify otherwise by

contacting the Halliburton Benefits Center. In addition, if you are divorced, you may designate anyone as your beneficiary unless a

Qualified Domestic Relations Order (QDRO) limits your ability to name a beneficiary.

Upon your death, your benefit is paid to your named beneficiary. If there is no valid beneficiary form on file with the Plan Administrator,

your spouse (if you are married) or your estate (if you are single) automatically becomes your beneficiary.

Every beneficiary who becomes entitled to a benefit upon your death has the right to designate a beneficiary to receive payment in the

event of their death. Beneficiary elections can be made by calling the Halliburton Benefits Center at 1-800-535-8130. If outside the

U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-free number). If your beneficiary dies

without naming a beneficiary or if the designation is invalid for any reason, your benefit will revert back to your estate.

VestingVesting defines the portion of your account that you own and can take with you when you leave the Company. When you become

100% vested in your account balance, you have earned ownership of your entire balance.

• Youalwaysare100%vestedinyourtax-deferred savings contributions, after-tax savings contributions* and rollover contributions, any

earnings on those contributions and, if you have a balance in the Halliburton Stock Fund, any dividends from Halliburton stock.

• Youalwaysare100%vestedinHalliburton’scompany matching contributions if you were hired prior to January 1, 2009 .**

• Youbecome100%vestedinHalliburton’scompany matching contributions after two years of service if you were hired on or after

January 1, 2009. If you have two or more years of service at the time the contribution is made, you automatically will be vested in

the full contribution amount.


7


• Youbecome100%vestedintheHalliburton Basic Contribution after three years of service. If you have three or more years of service

at the time the contribution is made, you automatically will be vested in the full contribution amount.

• Youautomaticallyare100%vestedinallofyourPlanaccountbalancesifyoudie,becomedisabled or reach age 65 while employed

by the Company or a controlled entity of the Company.

• VestedPlanaccountbalancescanonlybewithdrawnaccordingtoPlanrules.

* As of January 1, 2004, after-tax savings contributions are no longer permitted.

** The Plan may be amended or terminated at any time. With respect to vesting, you will be subject to the Plan’s vesting schedule in effect as of your employment commencement date.

Cost of Administering the PlanMany of the fees, costs and expenses associated with sponsoring and maintaining the Plan are paid by the Company. However,

certain reasonable expenses of administering the Plan may be paid out of the Plan’s assets. Some fees and expenses, if they become

applicable, will be fully charged to and paid from your account. An example of a type of fee that will be fully charged to your account

is a $50 loan initiation fee if you obtain a general purpose loan or a home loan from the Plan.

The administrative fees and expenses which are paid out of the Plan’s assets and which are not charged to individual accounts as

described above will be allocated among and charged to the accounts of all participants in the Plan on either a pro rata or per

capita basis.


8


Service With Halliburton

9


Service With Halliburton

Your period of service with the Company is important under the Plan in order to determine your:

• VestedinterestintheHalliburton Basic Contribution and Company matching contributions;

• Eligibilityforretirement;and

• Eligibilitytoreceiveadistributionuponretirement.

Hours of Service and Service Computation PeriodYour service with the Company is measured by the “hours of service” you complete during a “service computation period.”

An hour of service is any hour for which you are paid or entitled to be paid by the Company (directly or indirectly). An hour of

service also includes each hour not credited for which you receive back pay. Hours of service with an employer that is a member of

a controlled group of employers (as defined in the Internal Revenue Code) with the Company will count as hours of service with the

Company.

Your service computation period is the 12-consecutive-month period that begins on your date of hire and on each anniversary of

your date of hire. If your service is disregarded due to a break in service, you will start a new service computation period when you are

rehired after the break in service.

If you complete 500 or less hours of service in a service computation period, you will have a one-year break in service. This means you

will not receive any credit towards your years of service with respect to that service computation period. For purposes of determining

whether a one-year break in service has occurred, there is a special rule for absences from work due to your pregnancy, the birth of

your child, your adoption of a child or your caring for your child during the period immediately following such birth or adoption. You

will be credited with hours of service during these absences to prevent a one-year break in service in the service computation period

when the absence begins, if you do not otherwise complete 500 hours of service in that period, or in the immediately following

period.

Years of ServiceYou will be credited with a “year of service” for each service computation period in which you are credited with 1,000 or more hours of

service, regardless of your employment status on your employment anniversary date.

If you have a one-year break in service, you will not receive any credit towards your years of service with respect to that service

computation period. If you are rehired, any years of service you were credited prior to your incurring a one-year break in service will

be added to the years of service you earn after your one-year break in service.

Special rules apply when determining your years of service in order to determine whether your age and years of service total 70

to qualify you for retirement. For this purpose, age is determined in years and fractions of years. In addition if, during the service

computation period in which you terminate employment, you did not complete 1,000 hours of service so as to receive credit for a full

year of service, you will be credited with a fraction of a year of service, based on the number of months in which you worked during

that service computation period.

10


Plan Contributions

11


Contributions are made to your Retirement and Savings Plan through:

•Yourtax-deferred savings contributions;

•Company matching contributions;

•Halliburton Basic Contributions; and

•Rollover contributions.

Tax-Deferred Savings ContributionsYour tax-deferred savings contributions are taken from your paycheck before income taxes are taken out. You will not pay federal income

taxes on your tax-deferred savings contributions or on your account earnings until you take the money out of the Plan. This means you

may pay less in current taxes, and may potentially pay less in future taxes, because you may be in a lower tax bracket when you elect

a distribution of your account. In most cases, state and local taxes also are deferred. Social Security taxes remain calculated on the full

amount of your gross pay.

Your Contribution Rate

While you are actively employed as an eligible employee with the Company, you may contribute 1% to 50% of your eligible pay per

pay period through payroll deductions on a tax-deferred basis. Your contributions cannot exceed 50% of your eligible pay. Your savings

contribution rate must be a whole-number percentage. The Plan does not have a flat dollar contribution option.

Eligible Pay

Your contributions to the Plan and your share of any Company contributions to the Plan are based, in part, on your eligible pay from

the Company. For purposes of the Plan, your eligible pay includes:

• YourannualbasecompensationfromtheCompanywhileyouareaneligibleemployee;

• Anyovertimeandshiftdifferentialearnings;

• Yourtax-deferred savings contributionstothePlan;and

• Yoursection125tax-deferredcontributionstocompanysponsoredhealthandwelfareplans.

The following types of compensation are excluded from eligible pay:

• Bonuses;

• Geographicallowancesandforeignserviceorhardshippremiums;

• Reimbursementorotherexpenseallowances;

• Fringebenefits;

• Welfareplanbenefitsotherthanpaidtimeoffbenefits;

• Movingexpenses;

• Companycontributionstothisoranyotherdeferredcompensationprogram;

• Dividendsonrestrictedstock;and

• Certaintypesofcompensationsubjecttospecialtaxtreatment,suchasstockoptions.

Plan Contributions

12


Annual Compensation Limit

For purposes of the Plan, your eligible pay is subject to a maximum annual compensation limit set by the Internal Revenue Code

($245,000 for 2009). This limit is adjusted periodically for cost-of-living increases.

Contribution Limits

Generally, you can contribute from 1% to 50% of your eligible pay each pay period. However, there are certain additional Internal

Revenue Code (IRC) rules that may affect some participants.

• Tax-deferred savings contribution limit: The IRC limits the amount of money you may contribute on a tax-deferred basis in any

one year. For 2009, the limit is $16,500. This limit is adjusted periodically for cost-of-living increases. If you are age 50 or older, or will

reach age 50 during the Plan year, you are eligible to make an additional tax-deferred catch-up contribution, which will allow you to

exceed the annual contribution limit by your catch-up amount. See “Catch-up Contributions.”

• Limit on combined contributions: The IRC also limits the total amount that may be contributed to the Plan and all other plans

on your behalf by both you and the Company. For 2009, the limit is 100% of your total compensation or $49,000, whichever is

less. This limit is adjusted periodically for cost-of-living increases. Contributions and allocable earnings in excess of this limit will be

refunded after year-end.

• Contributions to other qualified Plans: The 2009 IRC limit of $16,500 on tax-deferred contributions applies to an individual

taxpayer’s limit across all plans. For example, if you are a new hire who previously contributed $5,000 to another plan during 2009,

you can only contribute $11,500 to the Plan during 2009 on a tax-deferred basis. It is your responsibility to stop your contributions

before hitting the combined limit.

Catch-up Contributions

If you are age 50 or older, or will reach age 50 during a Plan year, you will be eligible to make tax-deferred “Catch-up Contributions”

each year (beginning in the calendar year in which you reach age 50). These contributions allow you to exceed the regular tax-deferred

savings contribution limit. If you elect a catch-up contribution and do not reach the tax-deferred savings contribution limit for the year,

your catch-up contribution will be considered tax-deferred savings.

If you meet the age requirement and would like to make catch-up contributions, you must make an election that is separate from your

regular contribution rate election. You may make your election at any time during the year.

To make your catch-up contribution election:

• First, decide what your total catch-up contribution will be. The IRC maximum allowable contribution for 2009 is $5,500.

Plan Contributions

13


• Decide how much you want deducted from each paycheck to reach your total catch-up contribution. The per paycheck

amount will be entered as your election. Your election must be a whole-dollar amount. The larger your deduction, the sooner

you will maximize your total catch-up contribution. Payroll automatically will stop your deductions once you reach the annual

maximum. After you make your election, your catch-up deduction will begin as soon as administratively possible. When calculating

your deduction amount, allow for a one to two pay period lapse before deductions begin. For this reason, you may wish to elect a

deduction amount that will enable you to reach your total catch-up contribution in less than the maximum number of pay periods

in the year.

Catch-Up Contribution Example

Assume you want to make a $2,400 catch-up contribution during the year. First, determine your payroll schedule. If you are paid

semi-monthly you would divide $2,400 by 24 to find that you should elect $100 per pay period. If you are paid bi-weekly, you would

divide $2,400 by 26 to find that you should elect $93 per pay period. If you make your election after the 1st of the year you should

reduce the number of pay periods accordingly in your calculation and round to the next highest dollar amount to determine your per

pay period catch-up contribution for the remainder of the year.

After you make your catch-up contribution election, you can change or stop it at any time during the year or in subsequent years.

Your initial election will remain in effect until you change it. If the IRC maximum changes, you will need to adjust your election

if you want to take advantage of any increases in the allowable catch-up contribution.

You can make your catch-up contribution election in one of two ways:

• GototheYour Benefits Resources Web site at http://resources.hewitt.com/halliburtonbenefits. Follow the instructions to make

your election. The site will not allow you to elect a catch-up contribution election if you will not be age 50 or older by December 31

of the current year.

• CalltheHalliburtonBenefitsCenter’sautomatedtelephonesystemat1-800-535-8130. If outside the U.S., call 866-373-3422

(toll-free using the AT&T access code) or 847-883-0702 (not a toll-free number). If you have questions or need special

assistance, Halliburton Benefits Center representatives are available Monday through Friday between 8:30 a.m. and 5 p.m. Central

Standard Time.

Company Matching ContributionsThe Company will match every dollar you save through your tax-deferred savings contributions each pay period up to 4% of your eligible

pay. Beginning January 1, 2009, the Company will also match 50 cents for each dollar of your tax-deferred savings contributions each

pay period that are between 4% and 6% of your eligible pay. If you contribute less than 6% of your eligible pay during any one pay

period, you will not maximize the Company match. Therefore, you should consider contributing at least 6% of your eligible

pay during all pay periods of the year to receive the maximum Company match of 5% of your eligible pay.

If you expect to contribute up to the IRC annual maximum ($16,500 for 2009), you will want to plan your per pay period

contributions so that they are spread out over the entire year. The reason is this: matching contributions are made on a per

pay period basis and once you reach the IRC contribution limit, you will not be permitted to make deferrals into the Plan in future pay

periods and thus, you will not receive any Company matching contributions after that point.

Plan Contributions

14


Company matching contributions are invested in the same manner as your personal contributions. For example, if you invest 10% of

your contributions in the S&P 500 Index Fund and 90% of your contributions in the Balanced Fund, 10% of your Company matching

contribution also will be invested in the S&P 500 Index Fund and 90% of your Company matching contribution will be invested in the

Balanced Fund. Remember, you must make tax-deferred savings contributions in order to receive Company matching contributions.

The following chart illustrates the Company matching contributions that will be made to your Plan account, based on examples of your

personal contribution rate.

Halliburton Basic ContributionEach year, the Company provides additional contributions to your retirement savings account equal to 4% of your annual eligible

pay. This non-elective company contribution is deposited into your Plan account regardless of whether or not you make tax-deferred

savings contributions to the Plan.

You become 100% vested in this contribution (and in all associated investment performance) once you have accumulated three

years of service (see “Service with Halliburton”). If you have three or more years of service at the time the contribution is made, you

immediately are vested in the full contribution amount.

You will receive the Halliburton Basic Contribution if you are an active employee of the Company or any member of its controlled group

on the last day of the Plan year or are on an approved leave of absence as of such date. You will also receive the Halliburton Basic

Contribution if you terminated your employment with the Company or any member of its controlled group during the plan year due

to death, disability, or retirement.

Plan Contributions

15

Your ContributionsCompany Matching Contributions

0% 0%

5%4.5%

6%

5%

8%

5%

2% 2%

4% 4%

Your ContributionsCompany Matching Contributions

0% 0%

5%4.5%

6%

5%

8%

5%

2% 2%

4% 4%


The Halliburton Basic Contribution will be allocated to investment funds based on your most current investment election on file. If you

have not affirmatively made any investment elections, the Basic Contribution will be allocated to a fund chosen by the Company. The

default fund for the Basic Contribution is the Moderate Premixed Portfolio.

If you transfer your employment to another member of the Company’s controlled group and are no longer eligible to participate in

this Plan, but are still an employee of one of the Halliburton Company’s controlled group members on the last day of the plan year,

you will receive the Halliburton Basic Contribution. This contribution will be based on the eligible pay you earned while you were

eligible to participate in this Plan. You will not receive a contribution based on any earnings you received while you were not eligible

to participate in this Plan.

Savings Example with Match

Assume you have a household income of $45,000, and are in the 15% tax bracket. The chart below compares take home pay if you

save at 6% in the Plan to not saving:

In this example, if you save at 6% or $2,700, your take home pay would be only $2,295 less and your retirement savings would increase

from $1,800 to $6,750.

*Your individual tax savings will depend on your household income, your tax status, your financial situation and the annual amount you contribute to the Plan.

Plan Contributions

16

Not Saving

401(k) Eligible EarningsTax-deferred Savings (6%)Taxable Income

Federal Income Taxes (15%)*Social Security/Medicare TaxesNet (Take Home) Earnings

Company Match401(k) SavingsBasic ContributionTotal Retirement Savings

Saving at 6%

$45,000- 0

$45,000

- 6,750- 3,443

$34,807

$0$0

$1,800$1,800

$45,000- 2,700

$42,300

- 6,345- 3,443

$32,512

$2,250$2,700$1,800$6,750

Not Saving

401(k) Eligible EarningsTax-deferred Savings (6%)Taxable Income

Federal Income Taxes (15%)*Social Security/Medicare TaxesNet (Take Home) Earnings

Company Match401(k) SavingsBasic ContributionTotal Retirement Savings

Saving at 6%

$45,000- 0

$45,000

- 6,750- 3,443

$34,807

$0$0

$1,800$1,800

$45,000- 2,700

$42,300

- 6,345- 3,443

$32,512

$2,250$2,700$1,800$6,750


Making Changes to My Contribution Rate

You can request to change your savings contribution rate, suspend contributions, or resume contributions at any time. Changes are

effective as soon as administratively possible. You may request a contribution rate change via the Your Benefits Resources Web site at

http://resources.hewitt.com/halliburtonbenefits or by calling the Halliburton Benefits Center’s automated telephone system at

1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-free

number).

Rollover ContributionsIf, before joining the Company, you participated in a qualified savings or retirement plan sponsored by another employer, or if you

received a distribution from a qualified plan and rolled the distribution into a certain type of Individual Retirement Account (IRA), you

may be able to roll over tax-deferred savings contributions and earnings from your former employer’s qualified plan into the Halliburton

Retirement and Savings Plan.

• YoumustprovidecertaininformationtotheHalliburtonBenefitsCenterasindicatedontheHalliburtonRetirementandSavings

Plan Rollover Form. You must contact the Halliburton Benefits Center and request the form before beginning the rollover process.

• Rolloversof tax-deferred savings contributions and earnings from your former plan must be either transferred directly from your

former plan or made within 60 days after you receive payment from your former plan (after-tax account rollovers are not permitted).

• Arollover contribution must be made in the form of a check payable to “Halliburton Company Employee Benefit Master Trust.”

• Any rollover contribution or transfer will be held in your rollover account. You always will have a non-forfeitable right to the

amounts in your rollover account.

• Ifyouwouldliketomakearollover contribution, go to the Your Benefits Resources Web site or call the Halliburton Benefits Center’s

automated telephone system at 1-800-535-8130 and go to the “Rollovers” option. If outside the U.S., call 866-373-3422 (toll-

free using the AT&T access code) or 847-883-0702 (not a toll-free number).

Plan Contributions

17


Investing Your Money

18



The Plan offers 12 investment options, including four lifestyle-type funds called Premixed Portfolios and eight Single Focus Funds.

The investment funds offer a range of risk and return characteristics and represent different asset classes. More information about the

investment funds, performance, and expenses is available in the Investment Highlights booklet. You may request a copy of this booklet

by calling the Halliburton Benefits Center at 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T

access code) or 847-883-0702 (not a toll-free number). Detailed fund information also appears on the Your Benefits Resources

Web site at http://resources.hewitt.com/halliburtonbenefits.

How to Make or Change Your Investment OptionsThe Plan allows you to control how your contributions are invested. Your options include:

• Investment elections. You invest your contributions based on your investment elections, which can be changed at any time via

the Your Benefits Resources Web site at http://resources.hewitt.com/halliburtonbenefits or by calling the Halliburton Benefits

Center’s automated telephone system at 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T

access code) or 847-883-0702 (not a toll-free number). Your investment elections must be in whole percentages. Changes are

effective the next business day.

• Fund reallocation. When you elect a fund reallocation, you are changing how your current total account balance is invested. You

can request a fund reallocation at any time in accordance with Plan provisions via the Your Benefits Resources Web site at http://

resources.hewitt.com/halliburtonbenefits or by calling the Halliburton Benefits Center’s automated telephone system at


free number). Fund reallocations must be in whole percentages and are subject to the restrictions set forth in the Investment

Transfer Policy. (See the “Investment Transfer Policy” section for more details.) Your reallocation will be effective the same

business day if the request is made before the close of market (typically, 3 p.m. Central Standard Time) and in accordance with

the Investment Transfer Policy. Your fund reallocation will be reflected on the Your Benefits Resources Web site and the automated

telephone system the next business day.

• Direct fund transfers. You can make a direct fund transfer by selecting what funds to take money out of and what funds will

receive that money. A direct fund transfer is a one-time only event and will not change your future fund investment allocations.

Fund transfers are also subject to the restrictions set forth in the Investment Transfer Policy.

Effective January 1, 2007, the Halliburton Stock Fund was closed to new investments. Participants in the Plan are not allowed to

make contributions, rollovers, transfers, or loan repayments (from any source) into the Halliburton Stock Fund. Only transfers out of

the fund are permitted effective January 1, 2007.

19


Your Investment Fund OptionsYour investment fund options are broken into four Premixed Portfolios and eight Single Focus Funds. Before you make your investment

decisions, you should carefully consider your investment goals and may wish to consult a financial advisor.

Premixed Portfolios Single Focus FundsStableValuePremixedPortfolio Bond Index Fund

Conservative Premixed Portfolio Balanced Fund

Moderate Premixed Portfolio S&P 500 Index Fund

Aggressive Premixed Portfolio LargeCapValueEquityFund

Large Cap Growth Equity Fund

Non-U.S. Equity Fund

Mid Cap Equity Index Fund

Small Cap Equity Index Fund

Premixed PortfoliosThe Premixed Portfolios were designed to provide diversified, auto-balancing portfolios according to targeted risk and return profiles.

Any one of them can be used as a complete investment strategy.

Stable Value Premixed Portfolio

TheStableValuePremixedPortfolioisthemostconservativeinvestmentoptioninthePlan.Itisdesignedtopreserveyourinvestment

principal(themoneyyouinvestinthePlan)andtoearnarelativelystablerateofreturn.TheStableValuePremixedPortfoliomay

experience a negative rate of return over shorter time periods, but it is managed with the intent of reducing this possibility.

Conservative Premixed Portfolio

The Conservative Premixed Portfolio’s objective is to achieve long-term growth with a relatively low level of risk. The portfolio aims

for a competitive investment return, while minimizing risk by diversifying its investment among different types of assets. Further

diversification is achieved by using several external investment managers with different investment styles. The Conservative Premixed

Portfolio is a highly diversified portfolio that invests in asset-backed investment contracts, bonds and stocks (both U.S. and non-U.S.).

Moderate Premixed Portfolio

The Moderate Premixed Portfolio seeks long-term growth as a major objective. The portfolio aims for a competitive investment return

while minimizing risk by diversifying its investments among different types of assets. Further diversification is achieved by using several

external investment managers with different investment styles. The Moderate Premixed Portfolio maintains a static asset allocation and

avoids market-timing strategies.

Aggressive Premixed Portfolio

The objective of the Aggressive Premixed Portfolio is to achieve long-term growth by primarily investing in stocks (including non-U.S.

stocks) and related securities. Further diversification is accomplished by using several external investment managers with different

investment styles. The Aggressive Premixed Portfolio maintains a static asset allocation and avoids market-timing strategies.


20


Single Focus FundsThe Plan provides eight Single Focus Funds from which to choose. Investors wishing to create their own diversified portfolio can

choose from the Single Focus Funds which cover a range of asset classes and risk profiles.

Bond Index Fund

The Bond Index Fund is passively managed. This means it seeks returns that are approximately equal to the performance of the

Barclays Aggregate Bond Index, instead of following a manager’s active investment strategy. The Barclays Aggregate Bond Index is

used to represent returns of the general U.S. bond market.

Balanced Fund

The investment objectives of the Balanced Fund are long-term capital appreciation and reasonable current income. The Fund

composition can vary, with a maximum of 70% of assets invested in U.S. and non-U.S. stocks.

S&P 500 Index Fund

Similar to the Bond Index Fund, the S&P 500 Index Fund is passively managed. This means it seeks risks and returns that are

approximately equal to the performance of the Standard & Poor’s (S&P) 500 Index. The S&P 500 Index is a popular standard for

measuring large-cap U.S. stock market performance.

Large Cap Value Equity Fund

TheLargeCapValueEquityFundseekslong-termgrowthofcapitalandincomefromdividends.TheFundinvestsinstocksthatare,as

a group, selling at prices below the overall market average compared to their dividend income and future return profile. When other

investors recognize the company’s “true” value, the stock price is expected to increase.


The objective of the Large Cap Growth Equity Fund is to seek long-term growth of capital. Dividend income is considered incidental.

The Fund primarily invests in the equity securities of established companies that the fund managers consider to have above-average

prospects for growth. Generally, these are rapidly growing large companies.

Non-U.S. Equity Fund

The Non-U.S. Equity Fund seeks long-term capital growth through investments in stocks of companies based outside of the U.S. The

Fund strategy is based upon the belief that the best companies for investment are not located just in the U.S. Non-U.S. stocks have

differentriskandreturncharacteristics;thus,theycanprovideexcellentdiversificationasapartofatotalportfolio.


The Mid Cap Equity Index Fund is passively managed. This means it seeks risks and returns that are approximately equal to the

performance of the Standard & Poor’s (S&P) MidCap 400 Index, instead of following a manager’s active investment strategy. The S&P

MidCap 400 Index is a popular standard for measuring mid-cap U.S. stock market performance.


21



The Small Cap Equity Index Fund seeks long-term capital appreciation. It primarily invests in small companies that tend to be growing

in size as well as having strengthening financial performance. The Fund is diversified across both the growth and value investment

styles. Thus, a portion of the Fund is invested in companies considered to have above-average prospects for growth, while the

remainder of the Fund invests in stocks selling at prices below the overall market average compared to their dividend and future

return profile.

Plan Assets

Plan assets are held in a Trust by State Street Bank and Trust Company, based in Boston, Massachusetts, which serves as both the

trustee and custodian for all the investment funds. By law, Trust assets must be used for the benefit of Plan participants and are not

subject to the claims of any Company creditors. These assets cannot be used by the trustee, the Company, or any other party.

If You Have Investments in the Halliburton Stock Fund Effective January 1, 2007, the Halliburton Stock Fund (“HSF”) was closed to new investments. Plan participants are not allowed to make

new contributions (tax-deferred savings contributions), transfers, or loan repayments into the HSF on or after January 1, 2007.

If you had tax-deferred savings contributions allocated to the HSF prior to January 1, 2007 and have not taken action subsequent to that

date to redirect your contributions to other available funds within the Plan, those contributions have been redirected to the Moderate

Premixed Portfolio. To change your investment allocations, access the Your Benefits Resources Web site at http://resources.hewitt.

com/halliburtonbenefits or call the Halliburton Benefits Center’s automated telephone system at 1-800-535-8130. If outside the

U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-free number).

In addition, beginning January 1, 2007, the Company is providing a three-year “sunset period” for Plan participants who have a balance

in the HSF. A sunset period allows Plan participants to move their stock fund balance into other funds within the Plan over a defined

period of time. During the sunset period, you are encouraged to begin moving your HSF balance to another investment fund. Any

balance remaining in the HSF at the conclusion of the three-year sunset period (December 31, 2009) will automatically be redirected

to another investment fund chosen by the Company. You will receive more information and notices about any redirection before the

end of the sunset period.

TheCompanywillmonitortheHSFduringthesunsetperiodandreservestherighttoimplementperiodictransfersand/orchangeor

accelerate the three-year sunset period at any time. You will receive notice before any such transfer or change.

Prior to January 1, 2007, if you rebalanced your Plan account by moving funds into or out of the HSF, the percentage of your

Plan account balance invested in the HSF was automatically reduced to 15 percent of your portfolio. Effective January 1, 2007,

the Company eliminated this rebalancing requirement to allow more flexibility in moving out of the HSF. As of January 1, 2007,

rebalancing your Plan account will no longer trigger the automatic reduction of your HSF to 15 percent of your total portfolio. This

change allows you to gradually move your money out of the HSF. You may transfer existing balances out of the HSF by accessing the

Your Benefits Resources Web site at http://resources.hewitt.com/halliburtonbenefits or by calling the Halliburton Benefits Center’s

automated telephone system at 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or

847-883-0702 (not a toll-free number).


22


Note: The Halliburton Stock Fund is not a diversified fund and invests only in Halliburton Company stock (with a minimal

amount of cash and cash equivalents). This Fund invests in only one stock; therefore, the value of the fund can increase

and decrease significantly. If you have investments in the Halliburton Stock Fund, you are strongly encouraged to

carefully review the Company’s public filings with the Security and Exchange Commission, including the Company’s most

recent annual report on Form 10-K and each quarterly report on Form 10-Q.

Dividend Pass-Through

The Halliburton Stock Fund features an Employee Stock Ownership Plan (ESOP). This feature, known within the Company as “Dividend

Pass-through,” permits you to elect to:

• HaveyourshareofeachHalliburtoncommonstockdividendreinvestedinyourHalliburtonStockFundbalance;or

• Receivethedividendincash.

Dividends on Halliburton common stock usually are declared four times a year at the discretion of the Board of Directors. If you

elect to reinvest your dividends, or if you do not have an election on file as of the close of business on the business day prior to the

ex-dividend date, your dividends automatically will be reinvested in your Halliburton Stock Fund balance. Reinvested dividends will be

credited as tax-deferred earnings and will continue to grow tax-deferred until they are withdrawn.

If you elect to receive a dividend in cash, you will receive a check seven to 10 business days after the dividend payable date. Cash

paymentsaresubjecttoincometaxesintheyearyoureceivethem;however,theyarenotsubjecttothe10%IRStaxpenaltythat

appliestoearlyPlandistributions.Notaxeswillbewithheldfromdividendchecks;youwillberesponsibleforanytaxliabilitywhenyou

file your income tax return.

You can make or change your election at any time via the Your Benefits Resources Web site at http://resources.hewitt.com/

halliburtonbenefits or by calling the Halliburton Benefits Center at 1-800-535-8130 and speaking with a representative. If outside

the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-free number).

Understanding Risk and ReturnAny investment comes with some level of market risk (the likelihood that an investment will go up or down in value, especially over

the short term), but it also comes with the potential for return. All 12 current investment fund options and the closed Halliburton

Stock Fund are plotted on the graph below to show the varying degrees of market risk and potential return offered by the fund options

in relation to one another. Investments with lower market risk may help protect you against the volatility of the stock market. But,

historically, funds with higher market risk have offered the potential for greater returns.


23


Transaction Fees and Expenses

There are no transaction fees or expenses (e.g., commissions, sales loads, deferred sales charges, and redemption or exchange fees)

associated with the purchase or sale of shares or units of investment funds offered under the Plan. However, each investment fund

contains other fees and expenses, which are reflected in the fund’s net investment return. Detailed information regarding these fees

and expenses is set forth in the Plan’s Investment Highlights booklet. You may request a copy of this booklet by calling the Halliburton

Benefits Center at 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-

0702 (not a toll-free number). Detailed fund information also appears on the Your Benefits Resources Web site at http://resources.

hewitt.com/halliburtonbenefits.

Voting Rights

Except for investments in the Halliburton Stock Fund, voting and similar rights associated with shares of the investment funds held in

your accounts will be exercised by the Plan’s trustee and will not be passed to you.

VotingandsimilarrightsassociatedwiththeHalliburtonStockFundwillbepassedthroughtoparticipantsinvestedintheHalliburton

Stock Fund. Any shares of Halliburton Company stock not voted by such participants will be voted by the Plan’s trustee. Procedures

have been designed to safeguard the confidentiality of any participant’s or beneficiary’s rights with respect to the participant’s

or beneficiary’s shares of Halliburton Company stock held under the Plan, including the right to sell, hold, or exercise voting, or

similar rights. In addition, access to your decisions to sell or hold Halliburton Company stock are restricted to those assisting in the

administration of the Plan. The Halliburton Company Investment Committee is responsible for ensuring that these procedures are

being followed. If this Committee determines that a situation has potential for undue influence by your employer with respect to

your rights as a shareholder of the Company, the Committee will appoint an independent fiduciary to perform such activities as are


24

EX

PE

CTE

D R

ATE

OF

RE

TUR

NLo

w R

etur

nH

igh

Ret

urn

Halliburton Stock Fund



Non-US Equity Fund



S&P 500 Index Fund

Balanced Fund

Bond Index Fund

EXPECTED RISK LEVELLow Risk High Risk

Premixe

d Port

folios

Single

Focus

Funds

Stable

Value

Premixe

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Portfol

io

Conse

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Premixe

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io

Modera

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Premixe

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EX

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Ret

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Halliburton Stock Fund



Non-US Equity Fund



S&P 500 Index Fund

Balanced Fund

Bond Index Fund

EXPECTED RISK LEVELLow Risk High Risk

Premixe

d Port

folios

Single

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Funds

Stable

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Premixe

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io

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Modera

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necessary to prevent undue influence. These situations may include tender offers, exchange offers, or contested Board of Director

elections. You will be notified of such appointment and of the name, address and phone number of the independent fiduciary. If

you have questions about this procedure, you may contact the Investment Committee at the Master Trust Office, 10200 Bellaire Blvd,

Houston, Texas 77072, or call 281-575-3540.

Information Available Upon Request

Upon request, you may receive (based on the latest information available to the Plan):

• AdescriptionoftheannualoperatingexpensesofeachinvestmentfundavailableunderthePlan(e.g.,investmentmanagement

fees, administrative fees, transaction costs), which reduce the rate of return you receive, and the aggregate amount of such

expensesexpressedasapercentageofaveragenetassetsoftheinvestmentfund;

• Copiesofanyprospectuses,financialstatementsandreports,andofanyothermaterialsrelatingtotheinvestmentfundsavailable

underthePlan,totheextentsuchinformationisprovidedtothePlan;

• Alistofassetscomprisingtheportfolioofcertaininvestmentfundsconstituting“Planassets”(generallycollectiveorcommontrust

funds, but not mutual funds) available under the Plan, the value of each such asset (or the proportion of the investment alternative

which it comprises) and, with respect to each such asset which is a fixed-rate investment contract issued by a bank or savings and

loanassociation,thenameoftheissuer,termofthecontract,andspecifiedrateofreturn;

• Informationconcerningthevalueofsharesorunits in each investment fund offered under the Plan, as well as the past and current

investmentperformanceofeachfunddeterminednetofexpenses;and

• Informationconcerningthevalueofsharesorunits in each investment fund offered under the Plan held in your accounts.

If you would like to receive any of the above information, please contact the Halliburton Benefits Center at 1-800-535-8130. If

outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-free number).

It is intended that the Plan shall constitute a plan described in Section 404(c) of the Employee Retirement Income Security Act of 1974

and Title 29 of the Code of Federal Regulations Section 2550.404(c)-1, and that the fiduciaries of the Plan may be relieved of liability for

any losses that are the direct and necessary result of investment instructions given by a Plan participant or beneficiary.

Investment Transfer PolicyEffective January 1, 2006, the Halliburton Investment Committee adopted a Transfer Policy, which places waiting periods on transfers

and reallocations into and out of all Plan funds.

• 20-day Incoming Restriction. Forallofthefundsandportfolios,excepttheStableValuePremixedPortfolio,ifyoumakeatransfer

or a fund reallocation out of a fund, you cannot transfer money into that same fund for 20 calendar days. For example, if on

January 1 you make a transfer or a fund reallocation out of the Mid Cap Equity Fund, you will have to wait until January 21 to make

any transfers or reallocations into that fund. Each time a transfer or fund reallocation is made out of a fund, the waiting period resets

to the date of the latest transaction. Therefore, if you decide on January 10 that you want to transfer additional money out of the

Mid Cap Equity Fund, you will have to wait until January 31 to make any transactions back into that fund.


25


• 20-day Outgoing Restriction. ThepolicygoverningtheStableValuePremixedPortfolioworksdifferently.Ifmoneyistransferred

orfundsarereallocatedintotheStableValuePremixedPortfolio,thenumberofunits that money represented on the day of the

transaction are locked in and cannot be transferred out of the Portfolio for 20 calendar days. For example, if on January 1 you

transfer$150intotheStableValuePremixedPortfolioandeach$15equalsoneunit, then you have added 10 units to your portfolio

and those 10 units cannot be transferred out for 20 calendar days. However, any balance in this portfolio prior to the transaction is

not subject to the waiting periods.

Inordertoprovideprotectionagainstpossiblemarketdownturns,youcanalwaysreallocateortransfermoneyintotheStableValue

Premixed Portfolio from other Premixed Portfolios or Single Focus Funds.

Keeping Track of Your AccountYour account will be valued on a daily basis. You can access current information about your account via the Your Benefits Resources

Web site at http://resources.hewitt.com/halliburtonbenefits or by calling the Halliburton Benefits Center’s automated telephone

system at 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not

a toll-free number).

You can access:

• Youraccountandfundbalancesasofthepriorbusinessday’scloseofmarket;

• Yourinvestment elections;

• Yoursavingscontribution rate; and

• Ratesofreturnforeachinvestmentfund.RatesareavailableontheYour Benefits Resources Web site for the past day, four weeks,

year-to-date and trailing three-, five-, and 10-year periods as of December 31st of the prior year. The automated telephone system

tracks returns daily, for the past four weeks and year-to-date.

At any time, you can request an account statement via the Your Benefits Resources Web site or the automated telephone system that

will show current quarter-to-date activity or prior quarter activity.

Typically, each business day after close of the U.S. stock market, your account balance will be updated and any transactions will be

processed. There may be times when daily valuation of your account may not be possible due to unexpected circumstances. If this

happens, your account will be updated as soon as administratively possible.


26


Loans, Withdrawals and Distributions

27


Although the Plan is designed to allow you to save for your future financial security, the Company realizes that you may need access to

some of your savings when certain situations arise. The following matrix outlines loan, withdrawal and distribution options under the

Plan.

LOAN WITHDRAWAL DISTRIBUTIONWith a loan, you borrow from your account balance in accordance with Plan rules while you are an active employee or on approved leave of absence.

An in-service withdrawal is a withdrawal of all or part of your Plan account while you are an active employee.

A distribution is a payment of your vested account balance when you retire or terminate employment with the Company.

You repay the amount of the loan, plus interest, to your Plan account through payroll deduc-tion.

Withdrawals are limited to the circumstances described in the “Withdrawals” sections.

Payment may be in one of the forms described in either the “Withdrawals” or “Distributions” sections.

If you leave the Company, you must repay the loan, or the unpaid balance will be considered a taxable distribution and penalties may apply.

Withdrawals may be subject to federal, state and local income taxes, as well as early with-drawal penalties if you are under age 59½.

Distributions may be subject to federal, state and local income taxes, as well as early with-drawal penalties if you are under age 55 when you terminate employment.

LoansYou generally are eligible to take a loan from your vested account balance if you are actively employed with Halliburton or are on an

approved leave of absence.

• Twotypesofloansareavailable:

- General purpose loans may be taken for up to five years.

- Home loans may extend up to 10 years.

• Loansaretakenproportionatelyfromallyourfundbalances,withprincipalandinterestpaidbacktoyouraccountoverthetermof

the loan.

• Theminimumloanamountis$1,000.

• Themaximumloanamountisthelesserof50%ofyourvestedaccountbalanceor$50,000lessthehighestoutstandingloan

balance in all Company-sponsored plans over the last 12 months.

• Youmayhaveonlyoneloanoutstandingatanytime.Ifyoucurrentlyhavetwoloansoutstanding(asallowedpriortoJan.1,2002),

you may continue to repay both under your current loan agreements until the first loan is paid in full. Early payoff of one loan is not

required, though you can make a lump-sum repayment at any time. You can request your loan repayment amount(s) using the Your

Benefits Resources Web site at http://resources.hewitt.com/halliburtonbenefits or by calling the Halliburton Benefits Center at


free number).


50% of your vestedaccount balance $50,000or – Minus your highest outstanding loan balance in all

Company-sponsored plans over the last 12 months50% of your vested

account balance $50,000or – Minus your highest outstanding loan balance in allCompany-sponsored plans over the last 12 months

28


• A$50loaninitiationfeewillbedeductedfromthetotalloanamountyourequest.Forexample,ifyourequesta$1,000loan,$50

will be subtracted from the loan amount and you will receive a check for $950. You will be required to pay back the entire loan

amount ($1,000) plus interest on that amount.

• Afteryourloanisprocessed,youpaybacktheamountofyourloan,plusinterest,throughpayrolldeduction.Theinterestrateisone

percent above the prime rate of interest published in The Wall Street Journal as of the first business day of the month in which the

loan is made.

• Lumpsumrepaymentmaybemadeatanytimewithoutpenalty.GototheYour Benefits Resources Web site or call the Halliburton

Benefits Center to request an invoice with the payoff amount. Payroll deductions will continue until the loan is paid in full.

• Atthetimeyoutakealoan,youraccountbalanceandpotentialinvestmentearningsarereducedbytheamountoftheloan

principal. As you repay your loan balance, both the principal and interest from the loan are credited to your account.

• IfyouleavetheCompany,anyoutstandingloanbalancebecomesdueandpayable.Ifyoudonotrepaytheloan,theIRSwilltreat

the unpaid balance as a taxable distribution. Depending on your age, a 10% early withdrawal tax penalty may apply on an unpaid

loan.

• Youcanrequestaloan,viatheYour Benefits Resources Web site at http://resources.hewitt.com/halliburtonbenefits or by calling

the Halliburton Benefits Center’s automated telephone system at 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-

free using the AT&T access code) or 847-883-0702 (not a toll-free number).

• IfyouhadabalanceinthePlanpriortoJune1,1998,youwillreceivealoanapplicationbymailbecausespousalconsentis

required. Otherwise, a signed loan application is required only for a home loan. You must complete, sign and return the application

to the Halliburton Benefits Center within 30 days of the date the loan is requested. Once the Benefits Center receives the

application, your loan normally will be processed within 48 hours.

Whenyourloanisprocessed,youwillbesentaTruth-in-LendingDisclosure/PromissoryNotethatshowsthefollowing:

• Loanamount;

• Durationoftheloan;

• Interestrate;and

• Repaymentamount.

Following processing, your loan amount will be direct deposited to your bank account or a check will be mailed to you within seven to

10 business days. Payroll will begin deducting loan repayments from your paycheck as soon as administratively possible (usually within

two to three pay periods).

Payroll Deductions

It is your responsibility to ensure that your payroll deductions for any loans are being made. If you see that your payroll deductions are

incorrect or have stopped before your loan is paid in full, you must contact the Halliburton Benefits Center as soon as possible. If your

deductions are incorrect or stopped prematurely, you run the risk of defaulting on your loan.


29


In-Service WithdrawalsAfter-Tax Savings Withdrawals

Before 2004, after-tax contributions were allowed by the Plan. If you have an after-tax balance, you may request an after-tax savings

withdrawal at any time as a specific dollar amount or a percentage of the amount available. A withdrawal will be made first from

contributions made before January 1, 1987, then pro rata from contributions made after December 31, 1986, and then from earnings

on all contributions.

Only money invested as after-tax savings contributions and the earnings on those contributions are available for after-tax savings

withdrawals. Earnings are taxable and subject to a federal 10% early withdrawal tax penalty if you are under age 59½. Tax withholding

will automatically occur at a rate of 20%.

To request an after-tax savings withdrawal, log on to the Your Benefits Resources Web site at http://resources.hewitt.com/

halliburtonbenefits or call the Halliburton Benefits Center’s automated telephone system at 1-800-535-8130. If outside the U.S.,

call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-free number).

Financial Hardship Withdrawals

If you have an immediate and heavy financial need brought about by circumstances beyond your control which cannot and have

not been satisfied from other resources reasonably available to you, you may be eligible to take a hardship withdrawal from your tax-

deferred savings account. Earnings on your tax-deferred savings after Dec. 31, 1988, may not be withdrawn for this purpose.

At least one of the following financial needs must exist in order to qualify for a hardship withdrawal:

• Uninsuredandunreimbursedmedicalexpensesincurredwithinthelast12months,orareabouttobeincurredbyyou,yourspouse

oryourdependent;

• Costsdirectlyrelatedtothepurchaseofyourprimaryresidence(butnotmortgagepayments);

• Expensestopreventforeclosureonorevictionfromyourprimaryresidence;

• Tuitionexpensesandrelatededucationalfeesandroomandboardexpensesforuptothenext12monthsofpostsecondary

educationforyou,yourspouseoryourdependent;

• Paymentsforfuneralorburialexpensesforaparent,spouse,child,ortaxdependent;

• ExpensesfortherepairofdamagetoyourprincipalresidencethatwouldqualifyforthecasualtydeductionunderCodeSection165

(withoutregardtowhetherthelossexceeds10%ofyouradjustedgrossincome);and

• OthereventsthattheHalliburtonCompanyBenefitsCommittee,atitssolediscretionbasedonreviewofyourspecificfactsand

circumstances, may deem qualified for a hardship withdrawal.

The amount of your hardship withdrawal may not exceed the amount required to satisfy the immediate need created by the financial

hardship. Documentation will be required in order to prove the hardship, that other assets are not available to relieve it, and that

all Plan loans and other types of withdrawals available to you have been exhausted. Your withdrawal must be approved by the


30


Halliburton Benefits Center. Savings contributions will continue to be deducted from your paychecks if you take a hardship withdrawal,

unless you ask to stop your contributions.

No part of a hardship withdrawal will be eligible for rollover into another qualified plan or IRA. The taxable portion of the withdrawal

could be subject to income tax and a federal 10% early withdrawal tax penalty, unless an exception applies to the penalty (e.g., you are

over age 59½).

Age 59½ Withdrawals

Once you reach age 59½, you can withdraw all or any part of your vested account, even if you are still working for the Company

and making contributions to the Plan. You will be required to pay income taxes on the tax-deferred contributions and earnings

you withdraw, but not the federal 10% early withdrawal tax penalty. Your after-tax savings contributions are not taxed, because you

paidtaxesonthosecontributionswhentheyweredepositedinthePlan;however,earningsassociatedwithyourafter-tax savings

contributions may be subject to income tax but not the 10% early withdrawal tax penalty. If you elect an age 59½ withdrawal while

employed by the Company and any part of your account is invested in the Halliburton Stock Fund, the withdrawal can be paid to you

either in the form of a Direct Registration System (DRS) statement reflecting your full number of shares or in cash, based on the market

value of your shares as of the date your request is processed.

Prior Plan and Rollover Account Withdrawals

At any time, you can withdraw all or part of amounts attributable to the following transfers from:

• EmployercontributionstotheProfitSharingPlanofTKValve&ManufacturingCorporation;

• Employerandrollover contributions totheSavingsPlanforEmployeesofBaroidCorporation;and

• EmployercontributionstotheDresserIndustries,Inc.StockPurchasePlan.

At any time, you can withdraw all or part of amounts attributable to your rollover account.

Other Withdrawals

Other Withdrawals also are available:

• Ifyouhaveterminatedemploymentduetoretirement (as defined by the Plan) and have not started receiving benefits under the

Plan;

• Toyourspouse,ifyoudiewhileanemployeeorafterretirementandbenefitpaymentshavenotstarted;or

• ToanalternatepayeeunderaQualifiedDomesticRelationsOrderwithrespecttotheaccountsofaparticipantwhoiseligiblefor

retirement or has terminated his employment by reason of retirement.

Taxes and Penalties for Early Withdrawals

Generally, all withdrawals of tax-deferred savings contributions and earnings are subject to 20% federal tax withholding. Your after-tax

savings contributions are not subject to taxes, but the earnings on your after-tax savings contributions may be subject to income tax and

a 10% early withdrawal tax penalty.


31


In addition, any withdrawals before age 59½ of tax-deferred savings contributions may be subject to a federal 10% early withdrawal tax

penalty.

The early withdrawal penalty does not apply to the following withdrawals:

• Madeafteryoureachage59½;

• Paidtoyourbeneficiaryafteryourdeath;

• Madebecauseyouaretotallyandpermanentlydisabled;

• PaidwhenyouleavetheCompanyafterretirement;

• Usedtopayfortax-deductiblemedicalexpenseswhichareover7.5%ofyouradjustedgrossincome;

• Rolledoverintoanotheremployer’squalifiedplanoranIRAwithin60daysofdistribution,ormadeasa“directrollover;”

• RequiredbyaQualifiedDomesticRelationsOrder(QDRO).

Spousal Consent

If you had a balance in the Plan prior to June 1, 1998, and are subject to the joint and survivor provisions of the Plan (see “Distributions

for Participants with a Plan Account Balance Prior to June 1, 1998”), the IRS requires that if you are married, your spouse must consent

to any loan or withdrawal.

DistributionsSpecial rules apply to distributions depending on whether you had a Plan account balance prior to June 1, 1998 (see “Distributions

for Participants with a Plan Account Balance Prior to June 1, 1998”). However, the following information applies for all Plan

participants, regardless of when you began participation.

When you leave the Company for any reason, including your retirement, you are eligible to take a distribution of your vested Plan

account balance. If you should die while actively employed by the Company, the full value of your Plan account is payable to your

spouse or other named beneficiary (subject to applicable consent requirements).

Vested Interest of $1,000 or Less

If your vested account balance, not including any balance in your rollover account, is $1,000 or less, your vested account automatically

will be paid to you in a lump sum cash payment (subject to the mandatory withholding requirements) after you leave the Company.

You will have an opportunity to rollover your balance prior to this lump-sum cash payment – see the description in the section titled

“Optional Forms of Payment” later in this SPD.

To Receive a Distribution

To request a distribution from the Plan after you terminate employment, contact the Halliburton Benefits Center at 1-800-535-8130.

If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-free number). You can

also request a distribution by accessing the Your Benefits Resources Web site at http://resources.hewitt.com/halliburtonbenefits.


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If you are retirement eligible when you terminate, you will automatically receive a retirement package including distribution options

from the Plan. Some distributions may require you to provide written authorization.

If You Die Before Receiving Your Benefit

If you die before you have begun receiving your benefit, your surviving spouse or beneficiary should contact the Halliburton Benefits

Center at 1-800-535-8130 and speak with a representative. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access

code) or 847-883-0702 (not a toll-free number). Representatives are available Monday through Friday between 8:30 a.m. and 5

p.m. Central Time.

Time of Payment

If you elect a distribution of your vested account balance when you leave the Company, payment normally will begin as soon as

administratively possible after your employment ends. However, if you terminate employment before your retirement for a reason other

than death or disability, payment will not begin until at least 30 days after your termination date.

If you are married and had a Plan account balance prior to June 1, 1998, your spouse must consent to any distribution, unless the

distribution is in the form of a joint and survivor annuity. The distribution will be made as soon as administratively possible after you

inform the Plan Administrator of your election decision and, if applicable, provide evidence of your spouse’s consent to your election.

You may defer payment of your account balance until no later than April 1 of the year following the year you reach age 70½. At that

time, federal law requires minimum distributions (“RMDs”) of your account to begin. If you are still working for the Company at age

70½, RMDs may be deferred until April 1 of the year following the year you retire. This distribution is not eligible for a rollover into an

IRA or another employer’s plan.

2009 Required Minimum Distribution Relief

The Worker, Retiree, and Employer Recovery Act of 2008 permits defined contribution plans such as the Halliburton Retirement &

Savings Plan to suspend the payment of 2009 RMDs. This suspension will allow participants and beneficiaries to keep amounts that

normally would have been distributed to them in their Plan account if they choose, and possibly recover some losses from the market

decline in 2008. Your 2009 RMD payments will be suspended if you do not affirmatively contact the Halliburton Benefits Center and

request they continue.

If you affirmatively request that your 2009 RMD payments continue, you may be eligible to rollover the 2009 RMD payments to another

eligible retirement plan through an indirect rollover. You should consult with a tax advisor to determine if all or any portion of that

payment is eligible for an indirect rollover.

To request detailed information regarding 2009 required minimum distributions, call the Halliburton Benefits Center’s automated

telephone system at 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-

0702 (not a toll-free number).

Tax Consequences of Distributions

If you elect a single sum payment, the Company is required by federal tax laws to withhold federal income taxes equal to 20% of the

taxable portion of your payment, unless you roll over your distribution directly into a traditional IRA, an eligible employer plan qualified


33


under 401(a) of the Internal Revenue Code, profit-sharing plan, defined benefit plan, stock bonus plan, money purchase plan, a section

403(a) annuity plan, a section 403(b) tax-sheltered annuity plan, or an eligible 457(b) plan sponsored by a governmental employer.

Your distribution may be subject to a 10% early payment penalty tax in addition to regular income taxes if it is not rolled over, unless

you are at least age 55 at the time you leave the Company, you are at least age 59½ at the time payment is made to you, or another

exception applies. If the 10% early payment penalty applies, it must be paid when you file your tax return. Keep in mind that the

amount withheld may not represent your actual tax liability. For more information about the additional 10% tax, please see

IRS Form 5329.

If you receive your benefit as an annuity or in installments, you pay taxes on the money when you receive it. For example, if you

receive a payment each month, you pay taxes on the taxable portion you receive each month.

When you receive the distribution, you are responsible for complying with applicable federal, state and local tax laws and regulations.

You are responsible for reporting any benefit payments as taxable income on your annual federal, state and local tax returns. You also

are responsible for paying all applicable taxes.

If you receive any or all of your benefits in a lump-sum payment, you may roll over your distribution as described above.

Your surviving spouse may also roll over a Plan distribution in the manner described above. However, a beneficiary other than your

spouse will only be allowed a direct rollover into a nonspouse beneficiary IRA.

Forfeitures and Repayments

If you terminate employment without a 100% vested interest in your Halliburton Basic Contribution or Company Matching Contribution

accounts (see “Vesting”) you will forfeit your unvested portion as described below:

• IfyouarenotentitledtoadistributionfromthePlan,theunvestedportionofyouraccountbalancewillbeforfeitedasofyour

termination date.

• Ifyoureceivealump-sumdistributionofyourvestedaccountbalance,theunvestedportionofyouraccountwillbeforfeited

as of your benefit commencement date.

• Ifyoudonottakealumpsumdistributionofyourvestedaccountbalance,theunvestedportionwillbeforfeitedattheend

of the plan year in which you incur five consecutive one-year breaks in service, or if earlier, the date of your death.

If you forfeit your unvested account balances as described above and are re-employed before you have five consecutive one-year

breaks in service (see “Service With Halliburton”), the forfeited amount will be restored to your appropriate account without adjustment

for subsequent gains or losses.

If you terminated employment prior to Dec. 31, 1998, additional restrictions may apply (refer to “The Halliburton Benefits Center”

section of this SPD).

Distribution in Halliburton Stock

Effective January 1, 2007, the Halliburton Stock Fund was closed to new investments. The Company is providing a three-year sunset

period which allows plan participants to move their balances out of the Halliburton Stock Fund. Prior to the end of the sunset period


34


(December 31, 2009), if you or your beneficiary elect a lump-sum payment of, or withdrawal from, your account (or if you elect a

withdrawal after age 59½ while employed by the Company) and any part of your account is invested in the Halliburton Stock Fund,

the payment or withdrawal can be paid to you or your beneficiary either in the form of a Direct Registration System (DRS) statement

reflecting your full number of shares or in cash, based on the market value of your shares as of the date your request is processed.

• Ifyouoryourbeneficiary elects to receive a distribution in shares and you subsequently sell the shares through a broker, you

will be responsible for any related fees the broker may impose.

• Youoryourbeneficiary may wish to consult with a financial advisor to determine the tax implications of electing to receive a

distribution in shares.

Resale Restrictions

Generally, participants or beneficiaries who are not “affiliates” of the Company (as defined in Rule 405 of the Securities Act) may sell or

transfer shares of Halliburton stock distributed to them from the Plan. An affiliate is any person who controls or is a part of a group that

controls the Company. Officers and directors of the Company generally will be considered affiliates.

The Company has not filed a registration statement, and no prospectus is available, regarding the re-offer or resale of securities

distributed from the Plan to affiliates of the Company. Any re-offer or resale may be made only with an effective registration statement

under the Securities Act or Rule 144, or another exemption from applicable registration requirements.

Assignment of Benefits

Neither you nor your beneficiary may assign, pledge, encumber, or otherwise transfer any of your right or interest of any kind in your

benefits under the Plan. However, if a court order relating to child support, alimony payments, or marital property rights or other

judgments or settlements requires that all or a portion of your retirement benefit be paid to another person, the Plan must comply

(see the “Qualified Domestic Relations Orders” section for details).

Qualified Domestic Relations Orders (QDROs)

As described above, you cannot sell, transfer, or assign either voluntarily or involuntarily the value of your benefit under this Plan.

However, under certain circumstances, a court may award all or part of your benefit under the Plan to a present or former spouse, child

or other dependent through a “qualified domestic relations order,” or QDRO.

A QDRO is a court order, judgment or decree that:

• Ismadeunderastatedomesticrelationslaw(includingcommunitypropertylaws);

• Relatestochildsupport,alimonypaymentsormaritalpropertyrights;and

• Createsorrecognizesanalternatepayee’srighttoreceiveallorpartofyourbenefitsunderthePlan.

If you are affected by a QDRO, you should have your attorney contact the Plan Administrator to make sure the appropriate

paperwork is filed.


35


If the QDRO so provides, your Plan benefit as of a specific date may be divided. In this instance, the alternate payee may be set up

with a separate benefit in the Plan. The alternate payee then will be able to elect to receive benefits, but no sooner than the earliest

date you would be able to start receiving benefits if you left the Company.

QDROs that do not specify immediate allocation of benefits at the date of divorce usually include a formula for allocating benefits

when you either leave the Company or reach retirement age. If this is the case, your records will be flagged to indicate that a portion

of the total benefit will be paid at a later date to your alternate payee.

You and your beneficiaries can obtain, at no charge, a copy of the procedures governing QDROs by calling the Halliburton Benefits

Center at 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a

toll-free number).

If You Become Disabled

If you become totally and permanently disabled while you are actively employed by Halliburton, you will become 100% vested in the

value of your account balance, regardless of your actual years of service, and you will be eligible to receive payment as described in

the appropriate section titled “Automatic Forms of Payment” or “Optional Forms of Payment.”

Distributions For Participants With a Balance Prior to June 1, 1998The distribution information in this section, applies to participants who had a balance in the Plan prior to June 1, 1998 and are subject

to the joint and survivor provisions of the Plan. (If you began participating in the Plan on or after June 1, 1998, refer to the

distribution information titled “Distributions For Participants Who Began Participating in the Plan on or After June 1,

1998.”)

Automatic Forms of Payment

The Plan offers a number of distribution options from which to choose. However, if you terminate employment for any reason other

than death, you are married on the date payment of your account is to begin and you have not informed the Plan Administrator of

your distribution election, you automatically will receive your account balance under the standard form of payment, which is a joint

and survivor annuity. If you elect to receive a distribution option other than the joint and survivor annuity, your spouse must consent

to the election in writing before a witness, and his or her consent must be notarized. When you leave the Company, you will receive a

distribution election form and spousal consent form from the Halliburton Benefits Center.

If the joint and survivor annuity is in effect, your account will be used to purchase a commercial annuity payable for your lifetime

with a survivor annuity for the lifetime of your spouse, which will be one-half of the amount of the annuity payable during the joint

lifetimes of you and your spouse.

If you are unmarried on the date payment of your benefit is to begin, your account will be paid in the form of a life annuity, unless

you elect an alternate distribution option prior to the payment date. If the life annuity form is in effect, your account will be used to

purchase a commercial annuity payable for your lifetime.


36


Optional Forms of Payment

If you terminate employment for any reason other than death, you may elect not to take payment via the joint and survivor annuity

form or life annuity form (whichever is applicable). Instead, you may elect to have your account paid in one of the following forms:

• Onelumpsum;

• Adirectrolloverofyouraccountbalanceintoanothereligibleemployerretirementplan,profit-sharingplan,definedbenefitplan,

stock bonus plan, money purchase plan, annuity plan, governmental employer plan, or IRA. You may roll over any after-tax savings

contributions inyourPlanaccountintoanothereligibleemployerretirementplan(ifthenewqualifiedplanacceptsthem);

• Acommercialannuitypayableforyourlifetime;

• Ifyouaremarriedonyourannuitystartingdate,ajointandsurvivorannuitythatisacommercialannuitypayableforyourlifetime

with a survivor annuity payable for the life of your spouse which shall be 75% of the amount of the annuity payable during your

joint lives.

If You Die

If you die before payment of your account begins, the full value of your account will be paid to your spouse in the form of a

commercial annuity for his or her lifetime (referred to as a “survivor annuity”), unless you choose a primary beneficiary other than your

spouse. You may make this election at any time, but if you make the election before the first day of the year in which you reach age 35,

the election will become invalid as of such date and it will be necessary for you to make a new election. No election will be effective

unless your spouse has consented to the election in writing and his or her consent is witnessed by a notary public.

Your spouse must consent to the payment of the survivor annuity. If your spouse agrees to begin receiving payment of the survivor

annuity, payment will begin as soon as administratively possible. If your spouse does not initially consent to the payment of the

survivor annuity, he or she may later consent. Payment of the survivor annuity would then begin as soon as administratively possible.

Payment of the survivor annuity must begin no later than April 1 of the year following the year you would have reached age 70½.

If you die and you are not married, if you are married and have named a primary beneficiary other than your spouse, or if your spouse

elects a form of payment other than a survivor annuity after your death, payment of your account will be made in one of the following

forms selected by your spouse or other named beneficiary:

• Onelumpsum;or

• Periodicinstallmentpaymentsforafixedperiod(electedasaspecificdollaramountpermonth),withanybalanceafterthedeathof

your beneficiary to be paid in one lump sum cash payment to the beneficiary named by your beneficiary. Your beneficiary may alter

the schedule or amount of any future payments, stop and restart payments, or receive one or more extra payments in any year.

If your beneficiary is your eligible surviving spouse, your account will be used to purchase a commercial annuity payable for:

• Afixedperiodwithpaymentstocontinuetoyoursurvivingspouse’sdesignatedbeneficiary if he or she dies before the end of

theperiod;

• Yoursurvivingspouse’slifetime.

If the value of your account does not exceed $1,000, your benefit always will be distributed to your surviving spouse or other

beneficiary in a lump sum payment as soon as administratively possible after your death.


37


In the event of your death, if your benefit is payable to your spouse, your spouse will have the same direct rollover rights as a

participant (e.g., direct rollover into another eligible employer’s plan or IRA). A beneficiary other than your spouse will have the right to

directly rollover amounts into a nonspouse beneficiary IRA.

If you have not named a beneficiary, or if your beneficiary dies before you do, the full value of your account will be paid to your spouse,

if any, or otherwise to your estate or to your heirs-at-law if there is not administration of your estate. If your beneficiary dies without

naming a beneficiary, your benefit will revert back to your estate.

Distributions For Participants Who Began Participating in the Plan on or After June 1, 1998The distribution information in this section applies to participants who began participating in the Plan on or after June 1, 1998 and did

not have a balance prior to that date.

Optional Forms of Payment

If you terminate employment for any reason other than death, you may elect to have your account paid in one of the following ways:

• Onelumpsum;or

• Adirectrolloverofyouraccountbalanceintoanothereligibleemployerretirementplan,profit-sharingplan,definedbenefitplan,

stock bonus plan, money purchase plan, annuity plan, governmental employer plan, or IRA. You may roll over any after-tax savings

contributions in your Plan account into another eligible employer retirement plan (if the new qualified plan accepts them).

If You Die

If you die before payment of your account begins, the full value of your vested account will be paid to your beneficiary. If you are

married, you may name a primary beneficiary other than your spouse only if your spouse consents to the beneficiary in writing and his

or her consent is witnessed by a notary public. Your beneficiary may elect to have your account paid in one of the following forms:

• Onelumpsum;or

• Periodicinstallmentpaymentsforafixedperiod(electedasaspecificdollaramountpermonth),withanybalanceafterthedeath

of your beneficiary to be paid in one lump sum cash payment to the beneficiary named by your beneficiary. Your beneficiary may

generally alter the schedule or amount of any future payments, stop and restart payments, or receive one or more extra payments

in any year.

If the value of your account (excluding rollovers) does not exceed $1,000, your benefit always will be distributed to your surviving

spouse or other beneficiary in a lump-sum payment as soon as administratively possible after your death.

In the event of your death, if your benefit is payable to your spouse, your spouse will have the same direct rollover rights as a

participant (e.g., direct rollover into another qualified plan or IRA). A beneficiary other than your spouse will have the right to directly

rollover amounts into a non-spouse beneficiary IRA.

If you have not named a beneficiary, or if your beneficiary dies before you do, the full value of your account will be paid to your spouse,

if any, or otherwise to your estate or to your heirs-at-law if there is not administration of your estate. If your beneficiary dies without

naming a beneficiary, your benefit will revert back to your estate.


38


Keep Your Human Resources Department Informed

It is your responsibility to keep your Human Resources Department and the Halliburton Benefits Center informed of any changes that

may affect your benefits. These include:

• Changeofaddress

• Marriage

• Divorce

• QualifiedDomesticRelationsOrder(QDRO)


39


The Halliburton Benefits Center

40


The Halliburton Benefits Center

If you have any questions about the Plan, you can contact the Halliburton Benefits Center online or by phone.

Online: The Your Benefits Resources Web Site

Go to http://resources.hewitt.com/halliburtonbenefits through the Internet (from any computer with Internet access) or connect

through HalWorld, the Halliburton Intranet site. You will need to enter your Social Security number and password to access the site. The

site is available Monday through Saturday, 24 hours a day, and Sunday after 12 p.m. Central Standard Time.

By Phone: The Automated Telephone System or a Benefits Center Representative

Call toll-free: 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702

(not a toll-free number). The automated phone system is available Monday through Saturday, 24 hours a day, and Sunday after

12 p.m. Central Standard Time. If you need personal assistance, enter your Social Security number, select the option for the 401(k)

Savings Plan, then press the star key and zero (*0) to be connected to a Halliburton Benefits Center representative. Representatives are

available Monday through Friday between 8:30 a.m. and 5 p.m. Central Standard Time.

What if I forget my password?

If you do not have your password, you can request a new one by selecting “I Forgot My Password” on the Your Benefits Resources Web

site, or by calling 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702

(not a toll-free number). Your new password will be e-mailed to you at the e-mail address on file with the Halliburton Benefits

Center. If you do not have an e-mail address on file, your new password will be mailed to the address on file. Please allow seven to 10

days to receive a password by mail.

41


Administrative Information

42



The information contained in this booklet is taken from the original benefit plan document and is written in summary form. This

summary does not attempt to cover every detail. Complete details can be found only in the formal Plan documents, which govern the

operations of the Plan.

This document is intended to be the Summary Plan Description required under the Employee Retirement Income Security Act of 1974

(“ERISA”). If there is a conflict between this summary and the Plan document, the terms of the Plan document will control.

If you wish to read the actual benefit plan and related trust agreement, they may be reviewed at your local Human Resources

Department, or a copy may be obtained from the Halliburton Benefits Center. A reasonable charge may be made to cover the cost of

reproduction.

The following pages include information about the administration of the Plan.

Plan InformationPlan Sponsor

The Plan is sponsored by the Halliburton Company:

Halliburton Company

5 Houston Center

1401 McKinney, Suite 2400

Houston, TX 77001

Plan Name and Type

The Plan is known as the Halliburton Retirement and Savings Plan. The Plan is an ERISA section 404(c) compliant plan that is a defined

contribution individual account plan.

Plan Year

The records of the Plan are kept on a calendar-year basis. Each Plan year ends on December 31.

Employer Identification Number

The Internal Revenue Service has assigned the Employer Identification Number 75-2677995 to Halliburton Company. If you need to

correspond with a government agency about the Plan, use this number along with the Plan name and the Company’s name.

Plan Number

The Plan number is 001.

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Plan Administration and Funding

The Plan is funded by a trust. The trustee is:

State Street Bank & Trust Company

State Street Financial Center

One Lincoln Street, 20th Floor

Boston, MA 02111

The Plan is administered pursuant to the provisions of the Plan document.

Plan Administrator

The Plan is administered by the Halliburton Company Benefits Committee and the Halliburton Company Investment Committee, the

members of which are appointed by the Chief Executive Officer of Halliburton Company. You can contact the Plan Administrator as

follows:

Halliburton Company Benefits Committee

10200 Bellaire Blvd.

Houston, TX 77072-5299

281-575-5400

Halliburton Company Investment Committee

c/o Trust Investments


Houston, TX 77072-5299

281-575-3540

Named Fiduciary

The Halliburton Company Benefits Committee and the Halliburton Company Investment Committee are the named fiduciaries of

the Plan as defined in ERISA. The fiduciary(ies) act on your behalf to make sure that the Plan is administered fairly, prudently and in

accordance with standards outlined in the law and the terms of the Plan document.

Plan Interpretation

To the fullest extent permitted by law, the Plan Administrator has sole discretion to determine all matters relating to eligibility,

coverage and benefits under the Plan. The Plan Administrator also has sole discretion in determining matters relating to the

interpretation, administration, and operation of the Plan.

Agent for Service of Legal Process

The agent for service of legal process is the Plan Sponsor, the Plan Administrator, or the Trustee. Process may be served at the

addresses specified above.



45

Plan Amendment or TerminationThe Company reserves the right to amend the Plan at any time by action of its Board of Directors or, in certain circumstances, the Chief

Executive Officer.

The Company expects that it will be able to make its contributions to the Plan as described in this SPD. However, circumstances

beyond its control may make it impossible or inadvisable for the Company to continue to make its contributions. Therefore, the Board

of Directors or Chief Executive Officer each have the power to discontinue contributions, terminate, or partially terminate the Plan at

any time.

Circumstances which might cause the Company to amend or terminate the Plan include, but are not limited to, changes in laws

mandatingthatthePlanberevisedincertainrespects;adeterminationbytheCompanythatthePlan’sprovisionsmaynolongerbe

suitableasaresultofchangesinthecircumstancesoftheCompanyorofitsemployees;orchangesinfinancialcircumstances,suchas

significant costs of continuing the Plan or significant adverse changes in the Company’s financial circumstances.

If the Plan is terminated or partially terminated, all affected participants will automatically become 100% vested in all their account

balances. Upon discontinuation or termination, any previously unallocated contributions and net income (or net loss) will be allocated

to your accounts on the date of discontinuance or termination. The net income (or net loss) will continue to be allocated to your

accounts until the balance of your accounts is distributed. Unless the Plan is amended otherwise, the trustee will pay the balance of

your accounts to you as soon as possible following IRS approval, subject to the payment provisions described in the “Distributions”

section.

PlanterminationinsuranceunderTitleIVoftheEmployeeRetirementIncomeSecurityActof1974(“ERISA”)doesnotapplytothisPlan

since your interests are maintained in individual accounts.

Claims ProceduresThe Halliburton Company Benefits Committee (Committee) is the Plan Administrator and the Claims and Appeals Administrator for the

Plan.

The Committee has sole discretionary authority to:

• AdministerandinterpretthePlanbasedonitsprovisionsandapplicablelawandmakefactualdeterminationsaboutclaimsarising

underthePlan;

• Determinewhetheraclaimantiseligibleforbenefits;

• Determinetheamount,formandtimingofbenefits;and

• ResolveanyothermatterunderthePlanthatisraisedbyaparticipantorabeneficiary, or that is identified by the Committee.

The Committee also has sole discretionary authority to resolve an appeal of a denied claim. For more information, refer to the “Filing

An Appeal” section.



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Filing a Claim

You, your beneficiaries, or an authorized representative acting on your behalf have the right under the Employee Retirement Income

Security Act of 1974, as amended (ERISA), and its subsequent amendments, to file a claim if you believe you are entitled to benefits

and benefits have been denied or incorrectly determined under the Plan.

Forms are available by contacting the Halliburton Benefits Center. To submit a claim, put your concern in writing, explaining in your

words your understanding of your benefit issue and provide any supporting information to the Committee:


10200 Bellaire Boulevard

Houston, Texas 77072-5299

Once you have documented your claim and submitted any necessary forms to the Committee, along with any further information that

you believe should be taken into account, the Committee has 90 days (except as described below) to make a decision on your claim

after receiving it.

If there are special circumstances requiring longer review, the Committee may take up to an additional 90 days to make a decision on

your claim. You will be notified in writing prior to the end of the 90-day period if more time is needed. This notification will explain the

special circumstances that make an extension necessary and indicate the date by which the Committee expects to make its decision.

If Your Claim Is Denied

If your claim is denied in whole or in part, a written notice of denial will be provided by the Committee, which will include:

• Thespecificreasonsfortheadversebenefitdetermination;

• SpecificreferencestoPlanprovisionsonwhichtheadversebenefitdeterminationisbased;

• Adescriptionofanyadditionalmaterialorinformationneededtoreconsideryourclaimandanexplanationastowhysuch

materialorinformationisnecessary;and

• AdescriptionofthePlan’sclaimreviewproceduresandthetimelimitsapplicabletosuchprocedures,includingastatementofyour

right, following an appeal, to bring a proceeding under the Halliburton Dispute Resolution Program.

Filing an Appeal

You may file an appeal if you receive written denial of all or part of the claim, and want to appeal the denial.

You may appeal by submitting in writing a letter requesting an appeal and stating your concerns and any related facts to the

Committee:


10200 Bellaire Boulevard

Houston, Texas 77072-5299



47

Your appeal letter must be received within 60 days after you receive the denial of your initial claim or you fail to timely receive notice

of the Committee’s decision.

If you submit an appeal, you have the right to:

• ReviewpertinentPlandocumentsuponwhichtheinitialdecisionwasbased,whichyoucanobtainasdescribedin“YourRights

UnderERISA;”

• SendawrittenstatementoftheissuesandanyotherdocumentsinsupportofyourclaimtotheCommittee;and

• Reasonableaccessto,andcopiesof,allwrittencomments,documents,records,andotherinformationrelevanttoyourclaimfor

benefits.

Review of Your Appeal

The Committee, as the Appeals Administrator, will perform a full and fair review of the appeal of your denied claim and will make a

decision after receiving your written request for review. Your appeal will be decided by different members of the Committee than the

members who decided your initial claim. Your appeal will be decided within 60 days after being received by the Committee. However,

if there are special circumstances that require additional time, the Committee may extend the review by an additional 60 days, for a

total of 120 days from receiving your appeal. The Committee will notify you of the decision in writing.

The notice of an adverse benefit determination upon a full and fair review of your appeal will:

• Statethespecificreasonsfortheadversebenefitdetermination;

• ProvidethespecificreferencetopertinentPlanprovisionsonwhichtheadversebenefitdeterminationwasbased;

• Statethatyouareentitledtoreceive,uponrequestandfreeofcharge,reasonableaccessto,andcopiesof,alldocuments,records,

and other information relevant to your claim for benefits and describe your right to bring a proceeding under the Halliburton

DisputeResolutionProgram;

• Inthecaseofanappeal,theCommittee’sdecisionisfinal,conclusiveandbindingonallpartiestothefullextentpermittedunder

the Plan and under applicable law.

Binding Arbitration

If you are not satisfied with the Committee’s decision on your claim or appeal, you may ask (in writing) to have your claim submitted

to binding arbitration in accordance with the Halliburton Dispute Resolution Program. Arbitration under the Halliburton Dispute

Resolution Program is the sole and exclusive procedure for review of a decision of the Committee. In reviewing the Committee’s

decision, the arbitrator will use the standard of review that would be used by a federal court under ERISA. The arbitrator’s decision will

be final, and binding on both you and the Committee. The arbitration will be governed by the provisions of the Federal Arbitration

Act. To be eligible for binding arbitration, there is a one-year limitation period which runs from the later of (i) the date of the adverse

benefit determination regarding your initial claim of benefits, or (ii), if an appeal is requested, the date of the final determination

regarding your appeal.



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Applicable Time Frames

The Plan’s procedures set the following limits on the amount of time you may take to make a claim, for the Plan Administrator to

respond, and for you to appeal a decision:

Action Deadline for Completion of ClaimsPlan Administrator’s Notice of Initial Claim Ap-plication Decision

90 days after receipt by the Plan of your claim (180 days if you receive a written notice from the Plan Administrator, within the initial 90-day period, indicating that additional time is needed to process your claim due to special circumstances)

Your Request to Appeal Plan Administrator’s Decision

60 days after your receipt of the denied claim

Plan Administrator’s Notice of Appeal Decision 60 days after your appeal request (120 days if you receive a written notice from the Plan Administrator, within the initial 60-day period, that special circumstances require an extension)

Dispute Resolution Program

The Halliburton Dispute Resolution Program (DRP) requires that all disputes, including those concerning benefit plans or claims, be

submitted to final and binding arbitration rather than to the courts if they cannot otherwise be resolved by agreement. The DRP office

is located at:

Dispute Resolution Program Administrator

Halliburton Company


Houston, Texas 77072

1-281-575-4500

1-866-997-3765

Your Rights Under ERISAThe following statement is required by federal law and regulation to be included in the summary plan description.

As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of

1974, as amended (“ERISA”). ERISA provides that all Plan participants shall be entitled to:

Receive Information about Your Plan and Benefits

• Examine,withoutcharge,atthePlanAdministrator’sofficeandotherspecifiedlocations,suchasworksitesandunionhalls,all

documents governing the Plan, including collective bargaining agreements and a copy of the latest annual report (Form 5500

Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits

Security Administration.

• ObtaincopiesofdocumentsgoverningtheoperationofthePlan,includingcollectivebargainingagreements,copiesofthelatest

annual report (Form 5500 Series) and an updated summary plan description upon written request to the Plan Administrator. The

Administrator may make a reasonable charge for the copies.



49

• ReceiveasummaryofthePlan’sannualfinancialreport.ThePlanAdministratorisrequiredbylawtofurnisheachparticipantwitha

copy of this Summary Annual Report.

• Obtainastatementtellingyouwhetheryouhavearighttoreceivearetirementbenefitatnormalretirementage(age65)and,if

so, what your retirement benefit would be at normal retirement age if you stop working under the Plan now. If you do not have a

vested right to a benefit, the statement will tell you how many more years you have to work to get a vested right to a benefit. This

statement must be requested in writing and is not required to be given more than once every 12 months. The Plan must provide

the statement free of charge.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the

Plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and

other Plan participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise

discriminate against you in any way to prevent you from obtaining a retirement benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a retirement benefit is denied in whole or in part, you have a right to know why this is done, to obtain copies of

documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan

Administrator and do not receive them within 30 days, you may file a claim under Halliburton’s Dispute Resolution Program. In such a

case, the arbitrator may require the Plan Administrator to provide the materials and pay you up to $110.00 a day until you receive the

materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

If you have a claim for benefits that is denied or ignored, in whole or in part, you may file a claim under Halliburton’s Dispute

Resolution Program. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic

relations order, you may file a claim under Halliburton’s Dispute Resolution Program. If it should happen that Plan fiduciaries misuse

the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department

of Labor, or you may file a claim under Halliburton’s Dispute Resolution Program. The arbitrator will decide who should pay costs

and legal fees. If you are successful, the arbitrator may order the person you have sued to pay these costs and fees. If you lose, the

arbitrator may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions

If you have any questions about this Plan, you should contact the Plan Administrator. If you have questions about this statement

or about your rights under ERISA, you should contact the nearest office of the Employee Benefits Security Administration (EBSA),

U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits

Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain

publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security

Administration at 1-866-444-3272.



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USERRA and FMLAContinuation of Participation for Employees in the Uniformed Services

The Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA) guarantees certain rights to eligible employees

who enter military service. Upon reinstatement, eligible employees may be entitled to the seniority, rights and benefits associated with

the position held at the time employment was interrupted, plus additional seniority, rights and benefits that would have been attained

if employment had not been interrupted. These rights include service credit under the Plan for the period of leave and the right to

make up any contributions that would have been made to the Plan during the leave. These make-up contributions may be matched

by the Company. If you think you may be eligible for these special rights under USERRA, please contact the Halliburton Benefits Center

at 1-800-535-8130. If outside the U.S., call 866-373-3422 (toll-free using the AT&T access code) or 847-883-0702 (not a toll-

free number).

Continuation of Participation While on a Family and Medical Leave

Under the federal Family and Medical Leave Act (FMLA), if you meet eligible service requirements, you are entitled to take up to 12

weeks of leave for certain family and medical situations. In general, your FMLA leave is treated like any other paid or unpaid leave

underthePlan.IfyourFMLAleaveispaid,yourleavewillbetreatedlikeotherpaidleaves;ifyourFMLAleaveisunpaid,itwillbe

treated like other unpaid leaves.

Miscellaneous InformationAbout the Plan

This summary contains a description of the Plan in easy-to-understand terms. It is not a complete description of all Plan provisions. If

there is ever a conflict between this summary plan description and the official Plan document, the Plan document will govern.

The existence of the Plan does not give any employee the right to continued employment and will not interfere with the Company’s

right to discharge any employee.

Contributions to the Plan

Contributions to the Plan are made by the Company and by participating employees.

The Plan is maintained and operated for the exclusive benefit of the participants and beneficiaries, if any.

Other Employers

A complete list of all employers that have adopted the Plan can be obtained upon written request to the Plan Administrator and is

available for inspection at the office of the Plan Administrator.

No Right of Employment

Participation in the Plan does not give you the right to remain employed by the Company.

Top Heavy Rules

Federal law requires that certain minimum plan provisions, which apply to vesting, benefit accrual and maximum compensation

considered for benefit purposes, must automatically go into effect if the Plan is determined to be a “top heavy” plan. A plan is top



51

heavy if more than 60% of accumulated benefits or account balances are payable to “key employees” as defined by law.

The Plan is not currently top heavy and is not likely to become top heavy in the future. If it does become top heavy, you will be

notified of any changes in Plan provisions that result.

Situations Affecting Your Benefits

Your benefits may be affected by the following situations:

• Ifyouareunabletocareforyourownaffairs,anybenefitpaymentsduecanbepaidtosomeonewhoislegallyauthorizedto

conduct your affairs. This may be a relative or court-appointed guardian.

• Ifyouoryourspousecan’tbelocatedatthetimeyourbenefitsarerequiredtocommenceunderthePlan,benefitswillbeginthe

month that follows the month that you or your spouse files a valid application for benefits with the Plan Administrator.

• InadditiontotheEmployeeRetirementIncomeSecurityActof1974,thePlanmustbeoperatedinamannerthatcomplieswith

the tax laws and rules of the Internal Revenue Code of 1986, as amended. As laws and regulations change, the terms of the Plan

may change. If any provisions of changes materially affect your retirement benefits, you will be notified.

• TheCompanymakeseveryefforttoensurethatbenefitpaymentsfromthePlanarecorrect.However,ifanyerrorsaremade,the

Company reserves the right to correct them.

For More Information

If you need additional information, access the Your Benefits Resources Web site at http://resources.hewitt.com/halliburtonbenefits

or call the Halliburton Benefits Center toll-free at 1-800-535-8130. If outside the U.S., call 866-373-3422

(toll-free using the AT&T access code) or 847-883-0702 (not a toll-free number). Halliburton Benefits Center representatives

are available Monday through Friday between 8:30 a.m. and 5 p.m. Central Standard Time. The automated telephone system is

available Monday through Saturday, 24 hours a day, and Sunday after 12 p.m. Central Standard Time.


Terms to Know

52


Terms to Know

53

After-tax Savings Contributions

Money contributed to your Retirement and Savings Plan account after federal income tax (and state and local tax, where applicable)

has been calculated. After-tax savings contributions were allowed in the Plan prior to 2004. These contributions are not allowed under

the current Plan.

Automatic Enrollment

If you are an eligible employee hired on or after January 1, 2006, and you do not make enrollment elections during your first 30 days

of employment, you are automatically enrolled to contribute 4% of your eligible pay per pay period to the Plan, unless you choose to

opt out. Further, if you were hired prior to January 1, 2009, and you did not affirmatively make any contribution elections with respect

to the Plan, or if you were not previously automatically enrolled, 4% of your eligible pay per pay period will be taken from your pay

and contributed to the Plan effective with respect to your first paycheck in 2009. Once contributions are deferred into the Plan, they

cannot be refunded to you.

Automatic Escalation

If you are automatically enrolled in the Plan, this feature automatically applies to you. Automatic escalation increases the percentage

you contribute to the Plan each year until you reach a target deferral goal. You may opt out or re-elect this feature at any time.

Even if you are not automatically enrolled in the Plan, this feature allows you to choose an annual percentage increase for your tax-

deferred savings contribution in the Plan and a target deferral percentage-of-salary goal. The feature will then automatically increase

your contribution each January until your goal is reached.

Beneficiary

Your beneficiary is the person you name to receive your Plan benefits in the event of your death, subject to applicable consent

requirements.

Company Matching Contributions

The Company matches every dollar you save up to 4% of your eligible pay per pay period. Beginning January 1, 2009, the Company

will also match 50 cents for every dollar you save that is between 4% and 6% of your eligible pay each pay period. If you do not make a

contribution during one of the pay periods or make a contribution less than 6%, you will not maximize the Company match available

to you.

Conduit Individual Retirement Account (IRA)

A conduit IRA is a traditional IRA that holds only money from your 401(k) or other employer-sponsored retirement plan while you wait

to roll it over into a new employer-sponsored retirement plan.

Contribution Rate

The total amount you contribute to the Plan through tax-deferred payroll deductions, expressed as a percentage of your eligible pay.


Terms to Know

54

Disabled/Disability

For purposes of the Plan, you are considered disabled if you are eligible to receive disability benefits from Social Security or if you are

eligible to receive Long Term Disability benefits from the Company.

Discretionary Retirement Allocation

Company contributions to your Plan account that may be made above and beyond the Company matching contribution. Amounts

vary according to yearly financial results and the discretion of the Company.

Dividend Payable Date

If you elect to have your dividends in the Halliburton Stock Fund paid to you in cash, this is the date that dividends are actually

credited to the Master Trust and made available for payment to you.

Eligible Pay

Eligible pay is the earnings you receive in a calendar year including base compensation, overtime and shift differential earnings, and

tax-deferred savings contributions to this Plan and other benefit plans.

Enrollment

For the Retirement and Savings Plan, the process of choosing how much you want to contribute to the Plan from payroll deductions

on a tax-deferred basis (your contribution rate) and making your investment elections.

Ex-dividend Date

If you elect to reinvest your Halliburton common stock dividends in the Halliburton Stock Fund, the dividends will be credited to your

Halliburton Stock Fund balance, based on the number of shares held as of a certain date, known as the “ex-dividend date.”

Fund Reallocation

You can change what percentage of your account is invested in each fund (including or excluding the Halliburton Stock Fund)

through a fund reallocation. Effective January 1, 2007, the Halliburton Stock Fund was closed to new contributions. Transfers into the

Halliburton Stock Fund are not allowed as of January 1, 2007. Your money will be reallocated among the funds you choose based on

the percentages you enter.

General Purpose Loan

A general purpose loan may be requested for any reason, with repayment terms of up to five years.

Halliburton Basic Contribution

The Company contributes to your retirement savings by contributing into the Plan an amount equal to 4% of your eligible pay each

year. The contribution is made if you are an active employee of the Company on the last day of the Plan year. This contribution is made

regardless of whether or not you make tax-deferred savings contributions to the Plan.


Terms to Know

55

HalWorld

Halliburton’s Intranet site. The site provides access to Company news, departmental information, policies and procedures. To access

the Your Benefits Resources Web site, go to the HalWorld main page and select “Employee Benefits,” then on the left side of the page

select “Your Benefits Resources (YBR)”.

Hewitt Associates LLC

The Company’s benefits delivery is made possible through an alliance with Hewitt Associates. Hewitt Associates is a human resources

consulting firm that specializes in benefit plan administration and delivery for large, diverse organizations like the Company. Hewitt

Associates operates the Your Benefits Resources Web site and the Halliburton Benefits Center.

Home Loan

A home loan may be requested to help finance your purchase of a primary residence. The term of a home loan may be extended up to

10 years. When you request a home loan, you must submit a copy of the executed purchase and sales contract.

Investment Elections

How you decide to invest the future contributions made to your Plan account.

Market Risk

The likelihood that the value of your investments will go up or down over time. Market risk may be high over the short term, but

typically decreases over time. In general, funds with higher market risk tend to offer higher returns over time.

Net Asset Value (NAV)

The value of an investment fund share, determined by deducting the fund’s liabilities from the total assets of the portfolio and dividing

this amount by the number of shares outstanding. This is calculated once a day based on the closing market price for each security in

the fund’s portfolio.

Party in Interest

A person who is prohibited from engaging in certain transactions with the Plan.

Retirement

You qualify for retirement if you are age 55 or older, or when your age plus your years of service with the Company total at least 70, as

described in the “Service with Halliburton” section.

Rollover Contributions

Money from a previous employer’s qualified plan or a conduit Individual Retirement Account (IRA) that you contribute to the Plan.

Tax-deferred Savings Contributions

Money you contribute to your Retirement and Savings Plan account before federal income tax (and state and local tax, where

applicable) has been calculated. Taxes on these contributions are deferred until you receive a distribution or make a withdrawal from

your Plan account.


Terms to Know

Units

A unit is a portion of ownership in an investment fund. The number of units in your account will change as you contribute more

money to the Plan, transfer money between investment funds, or take a loan or withdrawal from your account.

Valuation

The daily application of contributions and investment earnings, or losses if applicable, to your Plan account balance.

Vesting

The term “vesting” or “vested interest” defines the portion of your account that you own and can take with you when you leave the

Company.

Your Benefits Resources

Your online connection to your personalized health and group benefits and Retirement and Savings Plan information. You can review

your information and make certain transactions at any time at http://resources.hewitt.com/halliburtonbenefits.

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