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April 6, 2006
via U.S. Mail
David J. Lesar
Chairman, President and Chief Executive Officer
Halliburton Co.
5 Houston Center
1401 McKinney, Suite 2400
Houston, Texas 77010
Re: Halliburton Company
Preliminary Proxy Statement on Schedule 14A
File No. 1-03492
Filed March 15, 2006
Dear Mr. Lesar:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should revise your document in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Proposal to Approve Board Policy on Future Severance Agreements,
page
31
1. The disclosure in this proposal should provide shareholders
with a
concise and accurate summary of the resolution attached in
Appendix
E. Expand this discussion to define the term "severance" as used
in
this proposal. Define also what constitute "benefits" and set
forth
the material features of the proposed policy. For example, we
note
that future severance agreements would still allow for (i) amounts
to
be paid for consulting services provided by a former officer for
up
to a year and (ii) amounts paid for post- termination covenants,
such
as a covenant not-to-compete To provide shareholders a better
frame
of reference to evaluate this proposal, delineate in the
disclosure
the percentage of executive officers who are currently subject to
such covenants-not-to-compete and an indication of what is
currently
allocated for payments of post-termination covenants-not-to-
compete
with respect to current officers. Finally, revise to address, in
the
proposal, whether the board will establish parameters within which
to
assess the "reasonableness" of consultancy fees that would be
potentially payable to former officers following their
termination.
We may have further comments.
2. Supplement your disclosure in this section to describe the
executive officers who are subject currently to severance
agreements
and describe the amount of benefits currently receivable by such
persons in the event of their termination.
3. In explaining why the policy would not apply to current
agreements, you state that "do[ing] so would cause Halliburton to
unilaterally amend those agreements which could result in a breach
of
contract...and expose Halliburton to unnecessary legal expenses
and
potential damages..." Provide us with the basis for your
statements. Also, disclose whether the company asked any of the
executive officers with existing agreements if they would agree to
being subject to the new proposed policy and verify that each such
officer rejected the offer. Otherwise, explain to us how such
actions would constitute "unilateral" actions.
4. You reserve the right for the Board, if it "determine[s] that
it
is in the best interests of Halliburton and stockholders to enter
into an agreement with severance provisions that exceed the
Policy...," and indicate the "Board will seek stockholder approval
in
advance or within 15 months thereafter." In the event such
approval
were to be sought after entering into such an employment
agreement,
indicate the effect of a "no" vote by the shareholders upon that
agreement.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
Please contact Mellissa Campbell Duru at (202) 551-3757 with
any
questions.
Sincerely,
H. Roger Schwall
Assistant Director
via facsimile
Bruce Metzinger, Esq.
Halliburton Co.
713-759-2619
Mr. Lesar
Halliburton Company
April 6, 2006
page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05