I.    STATUS
The Nominating and Corporate Governance Committee is a committee of the Board of
Directors. The Committee shall be responsible for matters related to service on
the Board of Directors and associated issues of corporate governance.
                               II.    MEMBERSHIP
The Nominating and Corporate Governance Committee shall consist of a minimum of
three Directors. All members of the Committee shall be independent Directors,
and shall satisfy the New York Stock Exchange standard for independence. Members
of the Committee shall be appointed, and may be removed, by the Board of
                                III.    PURPOSE
The purpose of the Committee shall be:
     --   to develop, implement and periodically review the Company's corporate
          governance guidelines;
     --   to develop and implement a process to assess Board and committee
     --   to identify individuals qualified to become Board members, consistent
          with Board-approved criteria;
     --   to determine the composition of the Board of Directors and its
          committees; including selection of the Director nominees for the next
          annual meeting of shareholders; and
     --   to make recommendations in Board compensation.
                                IV.    MEETINGS
The Committee shall formally meet as often as may be deemed necessary or
appropriate, but no fewer than two times annually. The Committee may ask members
of management or others to attend meetings or to provide relevant information.
The Committee shall periodically meet in executive session. The Vice President
and Secretary of the Company shall be the Secretary of the Nominating and
Corporate Governance Committee unless the Committee designates otherwise.
                       V.    RESPONSIBILITIES AND DUTIES
In furtherance of its purpose and goal, the Committee shall have the following
authority and responsibilities:
     --   reviewing periodically the corporate governance guidelines adopted by
          the Board of Directors and recommending revisions to the guidelines as
     --   developing and recommending to the Board for its approval an annual
          self-evaluation process of the Board and its committees. The Committee
          shall oversee the annual self-evaluations;
     --   reviewing and periodically updating the criteria for Board membership
          and evaluating the qualifications of each Director candidate against
          the criteria;
     --   assessing the appropriate mix of skills and characteristics required
          of Board members;
     --   identifying and screening candidates for Board membership;
     --   establishing procedures for stockholders to recommend individuals for
          consideration by the Committee as possible candidates for election to
          the Board;
     --   reviewing annually each Director's continuation on the Board and
          recommending to the Board a slate of Director nominees for election at
          the Annual Meeting of Stockholders;
     --   recommending candidates to fill vacancies on the Board;
     --   reviewing periodically the status of each Director to assure
          compliance with the Board's policy that at least two-thirds of
          Directors meet the definition of independent Director;
     --   reviewing the Board's committee structure, and recommending to the
          Board for its approval Directors to serve as members and as Chairs of
          each committee;
     --   reviewing annually any stockholder proposals submitted for inclusion
          in Halliburton's proxy statement and recommending to the Board any
          Halliburton statements in response;
     --   reviewing periodically Halliburton's Director compensation practices,
          conducting studies and recommending changes, if any, to the Board; and
     --   reporting regularly on Committee activities and findings to the Board.
                              VI.    SUBCOMMITTEES
The Committee has the authority to form, and to delegate authority to,
subcommittees, to the extent it deems appropriate, provided that such
subcommittees are composed entirely of independent Directors.
                          VII.    COMMITTEE EVALUATION
The Committee members will annually complete a self-evaluation of the
Committee's effectiveness and provide a report of that assessment to the Board.
                           VIII.    COMMITTEE CHARTER
The Committee Charter shall be reviewed at least annually and revised as
The Committee has the authority to retain, set the terms of engagement, and
terminate outside counsel and any other advisors, as it deems appropriate,
including any independent search firms to assist in identifying Director
candidates, and the Committee has the sole authority to approve related fees and
retention terms.
                                 Approved: Board of Directors of Halliburton
                                 February 18, 2004