Executive Employment Agreement - Brown & Root Services Corp., Halliburton Co. and R. Randall Harl


                         EXECUTIVE EMPLOYMENT AGREEMENT


     This Executive Employment Agreement  ("Agreement"),  is entered into by and
between Brown & Root Services Corporation  ("Employer"),  Halliburton Company, a
Delaware corporation ("Halliburton"),  and R. Randall Harl, ("Employee"),  to be
effective on September 29, 1998 (the "Effective Date").

                              W I T N E S S E T H:

     WHEREAS, Employee is currently employed by Employer; and

     WHEREAS,  Employer is desirous of  continuing  the  employment  of Employee
after the  Effective  Date  pursuant  to the terms  and  conditions  and for the
consideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of
continuing in the employ of Employer  pursuant to such terms and  conditions and
for such consideration.

     NOW, THEREFORE, for and in consideration of the mutual promises, covenants,
and obligations  contained herein,  Employer,  Halliburton and Employee agree as
follows:

ARTICLE 1: EMPLOYMENT AND DUTIES:

     1.1. Employer agrees to employ Employee, and Employee agrees to be employed
by Employer, beginning as of the Effective Date and continuing until the date of
termination  of Employee's  employment  pursuant to the  provisions of Article 3
(the "Term"), subject to the terms and conditions of this Agreement.

     1.2. Beginning  as of the  Effective  Date,  Employee  shall be employed as
President  - Brown & Root  Services.  Employee  agrees to serve in the  assigned
position or in such other executive  capacities as may be requested from time to
time by  Employer  and to  perform  diligently  and to the  best  of  Employee's
abilities the duties and services  appertaining  to such positions as reasonably
determined  by Employer,  as well as such  additional  or  different  duties and
services  appropriate to such positions  which Employee from time to time may be
reasonably directed to perform by Employer.

     1.3. Employee  shall  at  all  times  comply  with and be  subject  to such
policies and  procedures as  Halliburton  or Employer may establish from time to
time,  including,  without limitation,  the Halliburton Company Code of Business
Conduct (the "Code of Business Conduct").

     1.4. Employee  shall,  during  the  period  of  Employee's  employment   by
Employer,  devote Employee's full business time, energy, and best efforts to the
business  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or
indirectly, in any other business,  investment, or activity that interferes with
Employee's  performance  of  Employee's  duties  hereunder,  is  contrary to the
interest of  Halliburton or any of its  affiliated  subsidiaries  and divisions,
including Employer (collectively, the "Halliburton Entities" or, individually, a
"Halliburton  Entity"),  or  requires  any  significant  portion  of  Employee's
business time. The foregoing  notwithstanding,  the parties  recognize and agree
that  Employee may engage in passive  personal  investments  and other  business


activities  which  do  not  conflict  with  the  business  and  affairs  of  the
Halliburton  Entities or interfere  with  Employee's  performance  of his or her
duties hereunder. Employee may not serve on the board of directors of any entity
other than a Halliburton  Entity during the Term without the approval thereof in
accordance with  Halliburton's  policies and procedures  regarding such service.
Employee  shall be  permitted to retain any  compensation  received for approved
service on any unaffiliated corporation's board of directors.

     1.5. Employee  acknowledges and agrees  that Employee owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best interests of
the  Employer and the other  Halliburton  Entities and to do no act which would,
directly  or  indirectly,  injure  any such  entity's  business,  interests,  or
reputation.  It is agreed that any direct or indirect  interest  in,  connection
with,  or  benefit  from  any  outside   activities,   particularly   commercial
activities,  which interest might in any way adversely affect  Employer,  or any
Halliburton  Entity,  involves a possible conflict of interest.  In keeping with
Employee's fiduciary duties to Employer, Employee agrees that Employee shall not
knowingly  become  involved  in a conflict  of  interest  with  Employer  or the
Halliburton  Entities,  or upon  discovery  thereof,  allow such a  conflict  to
continue.  Moreover,  Employee  shall not  engage in any  activity  which  might
involve a possible  conflict of interest  without  first  obtaining  approval in
accordance with Halliburton's policies and procedures.

     1.6 Nothing contained herein shall be construed to preclude the transfer of
Employee's  employment to another Halliburton Entity ("Subsequent  Employer") as
of, or at any time  after,  the  Effective  Date and no such  transfer  shall be
deemed to be a  termination  of  employment  for  purposes  of Article 3 hereof;
provided,  however,  that,  effective  with  such  transfer,  all of  Employer's
obligations  hereunder  shall be  assumed  by and be  binding  upon,  and all of
Employer's  rights hereunder shall be assigned to, such Subsequent  Employer and
the defined term "Employer" as used herein shall thereafter be deemed amended to
mean such Subsequent  Employer.  Except as otherwise  provided above, all of the
terms and conditions of this Agreement, including without limitation, Employee's
rights and  obligations,  shall remain in full force and effect  following  such
transfer of employment.

ARTICLE 2: COMPENSATION AND BENEFITS:

     2.1. Employee's base salary during the Term shall be not less than $325,000
per annum which shall be paid in accordance with the Employer's standard payroll
practice for its  executives.  Employee's base salary may be increased from time
to time with the approval of the Compensation  Committee of Halliburton's  Board
of Directors (the "Compensation Committee") or its delegate, as applicable. Such
increased  base salary shall become the minimum base salary under this Agreement
and may not be decreased thereafter without the written consent of Employee.

     2.2. During the Term,  Employee shall participate in the Halliburton Annual
Performance  Pay Plan, or any successor  annual  incentive  plan approved by the
Compensation Committee;  provided,  however, that all determinations relating to

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Employee's participation,  including,  without limitation, those relating to the
performance  goals  applicable to Employee and Employee's level of participation
and payout  opportunity,  shall be made in the sole  discretion of the person or
committee to whom such authority has been granted pursuant to such plan's terms.

     2.3 Halliburton shall grant to Employee under the Halliburton  Company 1993
Stock  and  Long-Term   Incentive  Plan  (the  "1993  Plan")  15,000  shares  of
Halliburton's common stock subject to restrictions.

     2.4. During the  Term,  Employer  shall pay or  reimburse  Employee for all
actual,  reasonable and customary expenses incurred by Employee in the course of
his or her  employment;  including,  but not limited to, travel,  entertainment,
subscriptions  and dues associated with Employee's  membership in  professional,
business and civic  organizations;  provided that such expenses are incurred and
accounted for in accordance with Employer's applicable policies and procedures.

     2.5. While employed by Employer,  Employee shall be allowed to participate,
on the same basis  generally as other  executive  employees of Employer,  in all
general  employee  benefit  plans  and  programs,   including   improvements  or
modifications  of the same,  which on the Effective  Date or thereafter are made
available  by  Employer  to all or  substantially  all of  Employer's  similarly
situated executive  employees.  Such benefits,  plans, and programs may include,
without limitation, medical, health, and dental care, life insurance, disability
protection,   and  qualified  and  non-qualified  retirement  plans.  Except  as
specifically  provided  herein,  nothing in this Agreement is to be construed or
interpreted to increase or alter in any way the rights, participation, coverage,
or benefits  under such  benefit  plans or programs  than  provided to similarly
situated  executive  employees  pursuant  to the  terms and  conditions  of such
benefit  plans and  programs.  While  employed by  Employer,  Employee  shall be
eligible to receive  awards under the 1993 Plan or any  successor  stock-related
plan adopted by Halliburton's Board of Directors;  provided,  however,  that the
foregoing shall not be construed as a guarantee with respect to the type, amount
or frequency of such awards,  if any,  such  decisions  being solely  within the
discretion of the Compensation Committee or its delegate, as applicable.

     2.6. Except  as  otherwise   provided  in  Section  2.2   hereof,   neither
Halliburton  nor  Employer  shall by reason of this  Article 2 be  obligated  to
institute,  maintain, or refrain from changing,  amending or discontinuing,  any
incentive  compensation,  employee  benefit or stock or stock option  program or
plan,  so long as such actions are  similarly  applicable  to covered  employees
generally.

     2.7. Employer may  withhold  from any  compensation,  benefits,  or amounts
payable under this Agreement all federal,  state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.

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ARTICLE 3:        TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:

     3.1. Employee's  employment with  Employer shall be terminated (i) upon the
death of Employee,  (ii) upon Employee's  Retirement (as defined  below),  (iii)
upon Employee's  Permanent Disability (as defined below), or (iv) at any time by
Employer  upon notice to Employee,  or by Employee upon thirty (30) days' notice
to Employer, for any or no reason.

     3.2. If  Employee's  employment  is  terminated  by  reason  of any of the
following circumstances,  Employee shall not be entitled to receive the benefits
set forth in Section 3.3 hereof:

     (i)  Death.

    (ii)  Retirement. "Retirement"  shall mean either (a) Employee's  retirement
          at or after normal  retirement age (either voluntarily or  pursuant to
          Halliburton's  retirement policy) or (b) the voluntary  termination of
          Employee's employment by Employee in accordance with  Employer's early
          retirement policy for other than Good Reason (as defined below).

   (iii)  Permanent Disability. "Permanent  Disability"  shall  mean  Employee's
          physical or mental incapacity to perform his or her usual  duties with
          such  condition likely  to  remain  continuously  and  permanently  as
          determined by the Compensation Committee.

    (iv)  Voluntary   Termination.  "Voluntary   Termination"   shall   mean   a
          termination of employment in the  sole discretion and  at the election
          of Employee for other than Good Reason. "Good Reason" shall mean (a) a
          termination of employment by Employee  because of a material breach by
          Employer of  any material  provision of  this Agreement which  remains
          uncorrected for thirty (30)  days following  notice of  such breach by
          Employee  to Employer, provided  such termination occurs  within sixty
          (60)  days  after  the  expiration  of  the  notice  period  or  (b) a
          termination of employment by Employee  within six (6)  months after  a
          material reduction in Employee's rank or responsibility with Employer.

     (v)  Termination  for  Cause.   Termination  of  Employee's  employment  by
          Employer  for Cause.  "Cause" shall  mean any  of the  following:  (a)
          Employee's gross  negligence or willful  misconduct in the performance
          of the duties  and  services  required of  Employee pursuant  to  this
          Agreement, (b) Employee's final conviction of a felony, (c) a material
          violation of  the Code of Business  Conduct or (d) Employee's material
          breach  of any  material  provision of  this Agreement  which  remains
          uncorrected  for thirty (30) days following  notice of such breach  to
          Employee by  Employer. Determination as to whether or not Cause exists

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          for  termination  of  Employee's  employment   will  be  made  by  the
          Compensation Committee.

     In the event Employee's employment is terminated under any of the foregoing
circumstances,  all future  compensation to which Employee is otherwise entitled
and all future benefits for which Employee is eligible shall cease and terminate
as of the date of termination,  except as specifically  provided in this Section
3.2.  Employee,  or his or her estate in the case of Employee's death,  shall be
entitled to pro rata base salary through the date of such  termination and shall
be entitled to any individual bonuses or individual  incentive  compensation not
yet paid but payable under Employer's or Halliburton's  plans for years prior to
the year of Employee's  termination of employment,  but shall not be entitled to
any bonus or incentive  compensation  for the year in which he or she terminates
employment or any other payments or benefits by or on behalf of Employer  except
for  those  which  may  be  payable  pursuant  to the  terms  of  Employer's  or
Halliburton's  employee benefit plans (as defined in Section 3.4), stock,  stock
option or incentive plans, or the applicable agreements underlying such plans.

     3.3 If Employee's employment is terminated by Employer for any reason other
than as set forth in Section 3.2 above Employee shall be entitled to each of the
following:

     (i)  To the extent not otherwise  specifically  provided in any  underlying
          restricted  stock agreements,  all shares of Halliburton  common stock
          previously  granted to Employee under  the Halliburton  Company Career
          Executive Incentive Stock Plan, the 1993  Plan, and any  similar  plan
          adopted by Halliburton in the future, which at the date of termination
          of employment are subject  to restrictions (the  "Restricted  Shares")
          will  be  treated  in a  manner  consistent  with  Halliburton's  past
          practices for treatment of Restricted  Shares held by executives whose
          employment was involuntarily  terminated  by a Halliburton  Entity for
          reasons other  than Cause, which,  in  most  instances, have  been  to
          forfeit the  Restricted  Shares  and pay to such  executive a lump sum
          cash payment equal to the value of the Restricted Shares (based on the
          closing  price  of  Halliburton  common  stock  on the  New York Stock
          Exchange on the date of termination of  employment);  although in some
          cases,  Halliburton  has, in  lieu  of, or  in  combination  with, the
          foregoing and in its discretion, caused  the  forfeiture  restrictions
          with respect to all or a portion of the Restricted Shares to lapse and
          provided for the retention of such shares by such executive.

    (ii)  Subject  to the  provisions of  Section  3.4, Employer  shall  pay  to
          Employee a  severance benefit  consisting of  a single  lump sum  cash
          payment equal to two years' of Employee's base salary as in  effect at
          the  date of  Employee's  termination  of employment.  Such  severance
          benefit  shall  be  paid  no  later  than  sixty  (60) days  following
          Employee's termination of employment.

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   (iii)  Employee  shall be  entitled to  any individual  bonuses or individual
          incentive  compensation not yet paid  but payable  under Employer's or
          Halliburton's  plans  for  years  prior  to  the  year  of  Employee's
          termination of employment. Such amounts shall be paid to Employee in a
          single lump sum cash payment no later  than sixty (60) days  following
          Employee's termination of employment.

    (iv)  Employee  shall be  entitled to  any individual  bonuses or individual
          incentive compensation under Employer's or Halliburton's plans for the
          year of Employee's termination of employment determined as if Employee
          had  remained employed  by  the Employer  for the  entire  year.  Such
          amounts shall be  paid to  Employee at the  time that such amounts are
          paid  to similarly  situated employees except  that no portion of such
          amounts shall be deferred to future years.

     3.4. The severance  benefit paid to Employee  pursuant to Section 3.3 shall
be in consideration of Employee's  continuing  obligations  hereunder after such
termination, including, without limitation, Employee's obligations under Article
4. Further,  as a condition to the receipt of such severance benefit,  Employer,
in its sole discretion,  may require Employee to first execute a release, in the
form  established  by Employer,  releasing  Employer  and all other  Halliburton
Entities, and their officers, directors, employees, and agents, from any and all
claims  and  from  any  and all  causes  of  action  of any  kind or  character,
including,  but not limited  to, all claims and causes of action  arising out of
Employee's  employment with Employer and any other  Halliburton  Entities or the
termination of such employment.  The performance of Employer's obligations under
Section 3.3 and the receipt of the  severance  benefit  provided  thereunder  by
Employee  shall  constitute  full  settlement  of all such  claims and causes of
action.  Employee  shall not be under any duty or  obligation  to seek or accept
other  employment  following a  termination  of  employment  pursuant to which a
severance  benefit  payment  under  Section  3.3 is owing  and the  amounts  due
Employee  pursuant to Section 3.3 shall not be reduced or  suspended if Employee
accepts   subsequent   employment  or  earns  any  amounts  as  a  self-employed
individual.  Employee's  rights  under  Section  3.3  are  Employee's  sole  and
exclusive  rights against the Employer or its affiliates and the Employer's sole
and exclusive liability to Employee under this Agreement,  in contract,  tort or
otherwise,  for  the  termination  of his or her  employment  relationship  with
Employer.  Employee agrees that all disputes relating to Employee's  termination
of  employment,  including,  without  limitation,  any  dispute as to "Cause" or
"Voluntary   Termination"   and  any  claims  or  demands  against  Employer  or
Halliburton  based upon  Employee's  employment  for any monies other than those
specified  in Section 3.3,  shall be resolved  through the  Halliburton  Dispute
Resolution  Plan as  provided in Section 5.6  hereof;  provided,  however,  that
decisions  as to  whether  "Cause"  exists  for  termination  of the  employment
relationship  with  Employee and whether and as of what date Employee has become
permanently   disabled  are   delegated  to  the   Compensation   Committee  for
determination  and any  dispute  of  Employee  with any such  decision  shall be
limited to whether the  Compensation  Committee  reached  such  decision in good
faith.  Nothing contained in this Article 3 shall be construed to be a waiver by

                                       6


Employee of any benefits  accrued for or due Employee under any employee benefit
plan (as such term is defined in the Employees'  Retirement  Income Security Act
of 1974, as amended) maintained by Employer or Halliburton, except that Employee
shall not be entitled to any severance  benefits  pursuant to any severance plan
or program of the Employer or Halliburton.

     3.5. Termination of the  employment  relationship  does not terminate those
obligations  imposed  by  this  Agreement  which  are  continuing   obligations,
including, without limitation, Employee's obligations under Article 4.

ARTICLE 4: OWNERSHIP  AND PROTECTION  OF INTELLECTUAL  PROPERTY AND CONFIDENTIAL
           INFORMATION:

     4.1. All  information,  ideas,  concepts,  improvements,  discoveries,  and
inventions,  whether patentable or not, which are conceived,  made, developed or
acquired  by  Employee,  individually  or in  conjunction  with  others,  during
Employee's  employment  by Employer  or any of its  affiliates  (whether  during
business  hours or otherwise  and whether on  Employer's  premises or otherwise)
which relate to the business, products or services of Employer or its affiliates
(including,  without  limitation,  all such  information  relating to  corporate
opportunities,  research,  financial and sales data,  pricing and trading terms,
evaluations, opinions,  interpretations,  acquisition prospects, the identity of
customers  or their  requirements,  the  identity  of key  contacts  within  the
customer's organizations or within the organization of acquisition prospects, or
marketing and merchandising  techniques,  prospective names, and marks), and all
writings or materials of any type embodying any of such items, shall be the sole
and exclusive property of Employer or its affiliates, as the case may be.

     4.2. Employee  acknowledges  that  the  businesses  of  Employer  and   its
affiliates are highly  competitive and that their  strategies,  methods,  books,
records, and documents,  their technical information  concerning their products,
equipment,   services,   and  processes,   procurement  procedures  and  pricing
techniques,  the names of and other  information  (such as credit and  financial
data)  concerning  their  customers  and  business   affiliates,   all  comprise
confidential business information and trade secrets which are valuable, special,
and unique  assets which  Employer or its  affiliates  use in their  business to
obtain  a  competitive  advantage  over  their  competitors.   Employee  further
acknowledges that protection of such confidential business information and trade
secrets  against  unauthorized  disclosure and use is of critical  importance to
Employer and its affiliates in maintaining their competitive position.  Employee
hereby  agrees  that  Employee  will not, at any time during or after his or her
employment by Employer,  make any  unauthorized  disclosure of any  confidential
business information or trade secrets of Employer or its affiliates, or make any
use   thereof,   except  in  the   carrying   out  of  his  or  her   employment
responsibilities hereunder.  Confidential business information shall not include
information  in the  public  domain  (but only if the same  becomes  part of the
public domain through a means other than a disclosure prohibited hereunder). The
above  notwithstanding,  a  disclosure  shall not be  unauthorized  if (i) it is
required  by law or by a  court  of  competent  jurisdiction  or  (ii)  it is in

                                       7


connection  with any judicial,  arbitration,  dispute  resolution or other legal
proceeding in which  Employee's  legal rights and  obligations as an employee or
under this Agreement are at issue;  provided,  however,  that Employee shall, to
the extent  practicable  and  lawful in any such  events,  give prior  notice to
Employer  of his or her  intent  to  disclose  any  such  confidential  business
information  in such  context  so as to  allow  Employer  or its  affiliates  an
opportunity (which Employee will not oppose) to obtain such protective orders or
similar relief with respect thereto as may be deemed appropriate.

     4.3. All written materials, records, and other documents made by, or coming
into the possession of, Employee  during the period of Employee's  employment by
Employer which contain or disclose  confidential  business  information or trade
secrets of  Employer  or its  affiliates  shall be and remain  the  property  of
Employer, or its affiliates,  as the case may be. Upon termination of Employee's
employment  by Employer,  for any reason,  Employee  promptly  shall deliver the
same, and all copies thereof, to Employer.

     4.4 For purposes of this  Article 4,  "affiliates"  shall mean  entities in
which  Employer  or  Halliburton  has a 20% or more  direct or  indirect  equity
interest.

ARTICLE 5: MISCELLANEOUS:

     5.1. Except as otherwise  provided  in Section 4.4 hereof,  for purposes of
this  Agreement,  the terms  "affiliate"  or  "affiliated"  means an entity  who
directly,  or  indirectly  through  one or  more  intermediaries,  controls,  is
controlled  by, or is under common  control with Employer or  Halliburton  or in
which Employer or Halliburton or has a 50% or more equity interest.

     5.2. For purposes of this Agreement,  notices and all other  communications
provided  for herein  shall be in writing  and shall be deemed to have been duly
given when  received by or tendered to Employee,  Halliburton  or  Employer,  as
applicable,  by pre-paid  courier or by United  States  registered  or certified
mail, return receipt requested, postage prepaid, addressed as follows:

     If to  Employer or  Halliburton, to  Halliburton Company  at  3600  Lincoln
     Plaza, 500 North  Akard Street, Dallas, Texas 75201-3391, to the  attention
     of the General Counsel.

     If to Employee, to his or her last known personal residence.

     5.3. This Agreement shall be governed by and construed and enforced, in all
respects in  accordance  with the law of the State of Texas,  without  regard to
principles of conflicts of law,  unless  preempted by federal law, in which case
federal  law shall  govern;  provided,  however,  that the  Halliburton  Dispute
Resolution  Plan and the Federal  Arbitration  Act shall  govern in all respects
with regard to the resolution of disputes hereunder.

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     5.4. No failure by either  party  hereto at any time to give  notice of any
breach by the other party of, or to require  compliance  with,  any condition or
provision of this  Agreement  shall be deemed a waiver of similar or  dissimilar
provisions or conditions at the same or at any prior or subsequent time.

     5.5. It is a desire and intent of the parties  that the terms,  provisions,
covenants,  and remedies contained in this Agreement shall be enforceable to the
fullest  extent  permitted  by law. If any such term,  provision,  covenant,  or
remedy of this Agreement or the application thereof to any person,  association,
or entity or circumstances  shall, to any extent,  be construed to be invalid or
unenforceable  in whole or in part,  then such  term,  provision,  covenant,  or
remedy shall be construed in a manner so as to permit its  enforceability  under
the  applicable  law to the fullest  extent  permitted by law. In any case,  the
remaining provisions of this Agreement or the application thereof to any person,
association, or entity or circumstances other than those to which they have been
held invalid or unenforceable, shall remain in full force and effect.

     5.6. It is the  mutual  intention  of  the  parties  to  have  any  dispute
concerning this Agreement resolved out of court. Accordingly,  the parties agree
that any such dispute shall, as the sole and exclusive  remedy, be submitted for
resolution through the Halliburton Dispute Resolution Plan;  provided,  however,
that the  Employer,  on its own behalf  and on behalf of any of the  Halliburton
Entities,  shall be entitled to seek a  restraining  order or  injunction in any
court of competent jurisdiction to prevent any breach or the continuation of any
breach of the  provisions  of Article 4 and Employee  hereby  consents that such
restraining  order or  injunction  may be granted  without the  necessity of the
Employer  posting any bond.  The parties  agree that the  resolution of any such
dispute through such Plan shall be final and binding.

     5.7. This  Agreement  shall  be  binding  upon and inure to the  benefit of
Employer,  to the extent  herein  provided,  Halliburton  and any other  person,
association,  or  entity  which  may  hereafter  acquire  or  succeed  to all or
substantially  all of the business or assets of Employer or  Halliburton  by any
means  whether  direct or  indirect,  by  purchase,  merger,  consolidation,  or
otherwise.  Employee's  rights and obligations under this Agreement are personal
and such rights,  benefits, and obligations of Employee shall not be voluntarily
or involuntarily assigned,  alienated,  or transferred,  whether by operation of
law or otherwise,  without the prior written consent of Employer,  other than in
the case of death or incompetence of Employee.

     5.8.  Except for any stock option and restricted  stock  agreements and any
agreements  pertaining to intellectual  property or confidential  information of
Employer or  Halliburton,  as the case may be, which  agreements  remain in full
force and effect, this Agreement replaces and merges any previous agreements and
discussions  pertaining to the subject  matter  covered  herein.  This Agreement
constitutes  the entire  agreement  of the  parties  with regard to the terms of
Employee's  employment,  termination of employment and severance  benefits,  and
contains  all of  the  covenants,  promises,  representations,  warranties,  and
agreements between the parties with respect to such matters.  Each party to this

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Agreement   acknowledges  that  no  representation,   inducement,   promise,  or
agreement,  oral or written,  has been made by either  party with respect to the
foregoing  matters  which  is  not  embodied  herein,  and  that  no  agreement,
statement, or promise relating to the employment of Employee by Employer that is
not contained in this Agreement shall be valid or binding.  Any  modification of
this  Agreement  will be  effective  only if it is in writing and signed by each
party whose  rights  hereunder  are  affected  thereby,  provided  that any such
modification must be authorized or approved by the Compensation Committee or its
delegate, as appropriate.

     IN WITNESS WHEREOF,  Employer,  Halliburton and Employee have duly executed
this Agreement in multiple originals to be effective on the Effective Date.

                         BROWN & ROOT SERVICES CORPORATION


                         By:  /s/ Peter W. Arbour
                            --------------------------------------------------
                         Name:    Peter W. Arbour
                         Title:   Vice President and Associate General Counsel


                         HALLIBURTON COMPANY


                         By:  /s/ David J. Lesar
                            --------------------------------------------------
                         Name:    David J. Lesar
                         Title:   President and Chief Operating Officer


                         EMPLOYEE


                         /s/  Randy Harl       
                         -----------------------------------------------------
                         R. Randall Harl

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