Executive Employment Agreement - Dresser Industries Inc. and David R. Smith


                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Executive Employment Agreement  ("Agreement"),  is entered into by
and  between  Dresser  Industries,   Inc.   ("Employer")  and  David  R.  Smith,
("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 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
Vice President - Tax, Shared Services  Division of Halliburton  Energy Services,
Inc.  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  Company  ("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
$240,000  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.  Employee  shall be entitled to receive the bonus earned under the
Dresser Industries,  Inc. ("Dresser") 1998 Executive Incentive Compensation Plan
(the "Dresser EVA Plan") for its fiscal year ended October 31, 1998,  based upon

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the actual level of attainment of Dresser's established  performance targets for
the period ended October 31, 1998 or, if the actual level of performance  cannot
be  determined,  a  reasonable  estimate  thereof,  provided  he or she  remains
employed by the Employer during the entirety of such period. Such bonus shall be
payable by Dresser in a single lump sum payment as soon as practicable following
October 31, 1998.  For the period  November 1, 1998  through  December 31, 1998,
Employee  shall be entitled to a bonus in an amount  determined as follows:  (i)
Employee's base salary shall be multiplied by the same percentage of base salary
as used in the calculation of Employee's bonus earned under the Dresser EVA Plan
for the period  ended  October 31, 1998 and (ii) the  product  thereof  shall be
multiplied  by  two-twelfths  (2/12).  Beginning  January  1,  1999  and for the
remainder of 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
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.  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.

         2.4.  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 or Halliburton 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  Halliburton
Company  1993  Stock  and  Long-Term  Incentive  Plan (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.

         2.5.  Except as  otherwise  provided  in  Section  2.2 and 2.7  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

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incentive  compensation,  employee  benefit or stock or stock option  program or
plan,  so long as such actions are  similarly  applicable  to covered  employees
generally.

         2.6.  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.

         2.7   Halliburton  has assumed  certain  obligations  with  respect  to
certain  plans and programs of Dresser  pursuant to Section 7.09 of that certain
Agreement and Plan of Merger by and among  Halliburton,  Dresser and Halliburton
N.C.,  Inc. dated  February 25, 1998,  which  obligations,  as they may apply to
Employee, are hereby acknowledged.

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



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                  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  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 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.

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          (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.

         (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

                                       6


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
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  or any of the
benefits,  plans or programs  provided for in Section 2.7 hereof  maintained  by
Dresser,  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

                                       7


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
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  Halliburton  or, as used in
Section 5.8 hereof,  Dresser or in which  Halliburton or, as used in Section 5.8
hereof, Dresser 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.  This Agreement  replaces and merges any previous  agreements  and
discussions  pertaining to the subject  matter  covered  herein.  Further,  this
Agreement  specifically  replaces and terminates that certain Employee Severance
Agreement  between  Employee and Dresser  dated  February 25, 1998 and any other
employment-related  agreements  which  may be in  effect  between  Employee  and
Dresser or a Dresser affiliate.  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 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

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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 and  Employee  have duly  executed  this
Agreement in multiple originals to be effective on the Effective Date.


                            DRESSER INDUSTRIES, INC.


                            By:
                               ---------------------------------
                               Name:  David J. Lesar
                               Title: Executive Vice President



                            EMPLOYEE


                            ---------------------------------------
                            David R. Smith




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