Fifth Supplemental Indenture

Exhibit 4.2

HALLIBURTON COMPANY
as Issuer

and

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

Fifth Supplemental Indenture

Dated as of March 13, 2009

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

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

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

W I T N E S S E T H:

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

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

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

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

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

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

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

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

ARTICLE I

6.15% Senior Notes due 2019
7.45% Senior Notes due 2039

          SECTION 1.01 Establishment and Terms .

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

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

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

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

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

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

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

          SECTION 1.02 Maturity, Payment of Principal and Interest .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

EXHIBIT A
FORM OF 2019 NOTE

[FACE OF SECURITY]

[Global Note]
[Certificated Note]

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

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

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

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

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

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

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

HALLIBURTON COMPANY

6.15% SENIOR NOTES DUE 2019

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

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

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

Dated:                     

Attest:

Certificate of Authentication:

This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.

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

[REVERSE OF SECURITY]

HALLIBURTON COMPANY

6.15% SENIOR NOTES DUE 2019

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

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

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

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

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

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

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

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

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

     8.  Amendments and Waivers . Subject to certain exceptions and limitations, the Indenture or the Securities may be amended or supplemented by the Issuer and the Trustee with the written consent (including consents obtained in connection with a tender offer or exchange offer or a solicitation of consents, provided that in each case such offer or solicitation is made to all Holders of t