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Published: 2008-03-26

Employment Agreement - Halliburton Co. and David J. Lesar



                              EMPLOYMENT AGREEMENT
         This Employment Agreement  ('Agreement') is entered into by and between
Halliburton Company  ('Employer') and David J. Lesar ('Employee'),  effective as
of August 1, 1995 (the  'Effective  Date'),  in connection  with the transfer of
Employee's  employment from Halliburton Energy Services,  a division of Employer
('HES'), to the Employer.

                                    RECITALS:

         Employee and HES previously entered into an agreement dated October 26,
1993 (the '1993  Agreement')  setting  forth  certain  terms and  conditions  of
Employee's employment by HES.

         The  purpose of this  Agreement  is to  clarify  which of the terms and
conditions  contained in the 1993  Agreement  apply to Employee's  employment by
Employer  and to set  forth the  parties'  further  agreement  with  respect  to
Employee's employment by Employer.

         Employer and Employee hereby agree as follows:

         1. Employee shall be employed by Employer as of the Effective  Date as 
its Executive  Vice  President and Chief  Financial Officer.

         2. If Employee's employment is involuntarily terminated by Employer for
any reason other than  termination for Cause (as hereinafter  defined)  Employer
shall pay to Employee a lump sum cash severance benefit within 30 days, equal to
(i)  the  product  obtained  by  multiplying   Employee's   annual  base  salary
(referenced  with respect to the highest  annual base salary rate achieved while
employed  by  Employer)  by five and (ii) the value of any shares of  Employer's
common stock (based upon the closing price of Employer's common stock on the New
York Stock Exchange on the date of termination of employment) which were granted
to Employer  under the Employer's  1993 Stock and Long-Term  Incentive Plan (the
'1993  Plan'),  or any  successor  plan,  and which are forfeited as a result of
Employee's termination of employment.

         'Cause'  shall  mean  (i)  Employee's   gross   negligence  or  willful
misconduct in the performance of his duties and  responsibilities to Employer or
(ii) Employee's conviction of a felony.

         3. While Employee is employed by Employer,  Employee will be designated
as  a  participant  in  the  Halliburton  Company  Senior  Executives'  Deferred
Compensation Plan (or any successor  supplemental  retirement  benefit plan) and
annual allocations to Employee's Deferred  Compensation  Account thereunder will
be recommended  to the  Compensation  Committee of Directors (the  'Compensation
Committee'),  which  recommended  allocations  shall be no less than the  amount
calculated  pursuant to the Compensation  Committee's then existing  methodology
for calculating supplemental retirement additions.


                                       -2-

         4. While Employee is employed by Employer, annual grants of options for
Employee to purchase  shares of Employer's  Common Stock under the 1993 Plan, or
any successor  plan,  will be recommended to the  Compensation  Committee,  such
recommendations  to be consistent,  in terms of grant size and other provisions,
with the criteria  utilized from time to time by the Compensation  Committee for
similarly situated executives.

         5. This Agreement supersedes in all respects the 1993 Agreement.

         This  Agreement is executed this 5th day of March,  1996, but effective
as of the date first above stated.


                                           HALLIBURTON COMPANY



                                           By:/s/ Richard B. Cheney
                                              Richard B. Cheney
                                              Chairman of the Board, President
                                                and Chief Executive Officer


                                              EMPLOYEE



                                              /s/ David J. Lesar
                                              David J. Lesar