Executive Employment Agreement - Halliburton Co. and Arthur D. Huffman


                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Executive Employment Agreement, including Exhibits A and B hereto,
("Agreement") is entered into by and between  Halliburton  Company  ("Employer")
and Arthur D.  Huffman  ("Employee"),  to be  effective  on August 28, 2000 (the
"Effective Date").

                              W I T N E S S E T H:

         WHEREAS,  Employer is desirous of  employing  Employee  pursuant to the
terms and conditions and for the consideration set forth in this Agreement,  and
Employee is desirous of entering  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.  Subject to the terms and conditions of this  Agreement,  Employer
agrees to employ  Employee,  and  Employee  agrees to be employed  by  Employer,
beginning as of the Effective Date and  continuing  through August 27, 2002 (the
"Term"), unless earlier terminated pursuant to the provisions of Article 3.

         1.2.  Beginning as of the Effective Date, Employee shall be employed as
Vice President and Chief  Information  Officer of Employer.  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 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  Employer  or any  of its  affiliated  subsidiaries  and  divisions
(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 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  Employer'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
$360,000  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.  Beginning on  the Effective  Date and  for the  remainder of  the
Term, Employee shall participate in the Halliburton  Executive  Performance Plan
(the  "Executive  Performance  Plan"),  or any successor  annual  incentive plan

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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. The foregoing notwithstanding, Employee's
payout  opportunity  in the  Executive  Performance  Plan for the 2000 plan year
shall be 50% of base salary if Halliburton  Company achieves its target goal and
100% if its challenge-level  goal is attained,  prorated from the Effective Date
through the end of the plan year.

         2.3.  Employer  shall grant to Employee under the  Halliburton  Company
1993 Stock and Long-Term  Incentive Plan (the "1993 Plan") a non-qualified stock
option to purchase up to 12,000 shares of Employer's common stock at an exercise
price equal to the closing  price of  Employer's  common stock on the  Effective
Date.  The other terms and  conditions of such option are set forth in Exhibit A
attached hereto, and forming a part of, this Agreement.

         2.4.  Employer will grant to Employee  under the 1993 Plan 5,000 shares
of  Employer's  common  stock  subject  to  restrictions  and  other  terms  and
conditions set forth in Exhibit B attached  hereto,  and forming a part of, this
Agreement.

         2.5.  On the  Effective Date,  Employer shall  pay Employee  a  signing
bonus in the amount of $21,000.

         2.6.  During the Term,  Employer shall  reimburse  Employee for monthly
dues  and  business-related  expenses  associated  with  his  membership  in the
University  Club or an  equivalent  club.  In  addition,  Employer  shall pay or
reimburse  Employee  during  the  Term  for all  other  actual,  reasonable  and
customary  expenses  incurred  by  Employee  in the  course  of his  employment;
including,  but not limited to, travel,  entertainment,  subscriptions  and dues
associated  with  Employee's  membership  in  professional,  business  and civic
organizations;  provided that the foregoing expenses referred to in this and the
preceding  sentence are incurred and accounted for in accordance with Employer's
applicable policies and procedures.

         2.7.  As of  the Effective  Date, Employee  shall be  credited with  21
years of prior  industry-related  service  solely for the purpose of determining
the  number of weeks of  vacation  benefits  he is  entitled  to  receive  under
Employer's vacation policy, and for no other purpose.

         2.8.  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

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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 Stock Plan or any
successor stock-related plan adopted by Employer'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.

         2.9.  Employer  shall not, 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.

         2.10. 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.

ARTICLE 3:  TERMINATION PRIOR  TO EXPIRATION  OF THE  TERM AND  EFFECTS OF  SUCH
            TERMINATION:

         3.1.  Employee's  employment with Employer shall be terminated prior to
expiration  of the Term (i) upon the death of  Employee,  (ii)  upon  Employee's
Permanent  Disability (as defined below),  or (iii) 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)  Permanent   Disability.   "Permanent   Disability"   shall   mean
               Employee's  physical or  mental incapacity to  perform his  usual
               duties  with  such condition  likely to remain  continuously  and
               permanently as determined by the Compensation Committee.

        (iii)  Voluntary  Termination.   "Voluntary  Termination"  shall  mean a
               termination  of   employment,  including   early   retirement  in
               accordance  with  Employer's  early  retirement  policy,  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

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               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  diminution  in  the
               nature  or  scope   of  Employee's   job  functions,  duties   or
               responsibilities.

         (iv)  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 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  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  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  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  Employee  for  Good
Reason  or 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 Employer's
               common stock previously  granted to Employee under the 1993 Plan,
               and any similar plan adopted by Employer 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 Employer'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

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               of  the  Restricted  Shares  (based  on   the  closing  price  of
               Employer's  common  stock on the  New York Stock  Exchange on the
               date  of termination  of employment);  although  in  some  cases,
               Employer 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.

        (iii)  Employee  shall  be   entitled  to  any  individual   bonuses  or
               individual  incentive  compensation  not  yet  paid  but  payable
               under  Employer'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  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

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and exclusive liability to Employee under this Agreement,  in contract,  tort or
otherwise,  for the  termination of his 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 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 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
except that Employee shall not be entitled to any severance benefits pursuant to
any severance plan or program of Employer.

         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

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

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         If to Employee, to his 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.

         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, 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  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.

                                       9


         5.8.  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
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 and  Employee  have duly  executed  this
Agreement in multiple originals to be effective on the Effective Date.

                                  HALLIBURTON COMPANY


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


                                  EMPLOYEE


                                  /s/ Arthur D. Huffman
                                  ----------------------------
                                      Arthur D. Huffman

                                       10


                                  Exhibit A to
                         Executive Employment Agreement
                                 By and Between
                    Arthur D. Huffman and Halliburton Company

                       NONSTATUTORY STOCK OPTION AGREEMENT
                             Granted August 28, 2000

Grantee:                                          Arthur D. Huffman ("Employee")

Aggregate Number of Shares Subject to Option:     12,000

The terms and  conditions  of the  Nonstatutory  Stock Option  Agreement are set
forth on pages 2 through 5.

I  HEREBY  AGREE TO THE  TERMS  AND  CONDITIONS  HEREINAFTER  SET  FORTH IN THIS
NONSTATUTORY STOCK OPTION AGREEMENT DATED AUGUST 28, 2000.

-------------------------------             ----------------------------------
Employee Signature                                   Date

Please sign in the space  indicated  above to indicate  your  acceptance of this
Option grant and complete the information requested below. (Note that all fields
must be completed.) RETURN THIS PAGE WITHIN 60 DAYS OF RECEIPT TO:

                  SUSAN S. KEITH
                  VICE PRESIDENT AND SECRETARY
                  HALLIBURTON COMPANY
                  3600 LINCOLN PLAZA
                  500 NORTH AKARD STREET
                  DALLAS, TEXAS 75201-3391
                  FAX:  (214) 978-2783  (facsimile copies are acceptable)


                                  PLEASE PRINT

---------------------------------- ------------------------------------------- Name (First, Middle Initial, Last) U.S. Social Security Number (if applicable) ---------------------------------- ------------------------------------------- Address (Street) Foreign I.D. (if applicable) ---------------------------------- ------------------------------------------- Address (City and State/Province) Birth Date (Month/Day/Year) ---------------------------------- ------------------------------------------- Address (Postal Code, Country) Name of Employer (Business Unit) ------------------------------------------- United States Citizen: Yes No Daytime Phone Number --- ---
NONSTATUTORY STOCK OPTION AGREEMENT TERMS AND CONDITIONS AGREEMENT made as of the 28th day of August, 2000, between HALLIBURTON COMPANY, a Delaware corporation (the "Company"), and Employee. To carry out the purposes of the HALLIBURTON COMPANY 1993 STOCK AND LONG-TERM INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to purchase shares of common stock, par value $2.50 per share, of the Company ("Stock"), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows: 1. Grant of Option. The Company hereby irrevocably grants to Employee the right and option ("Option") to purchase all or any part of the number of shares of Stock set forth on the preceding page, on the terms and conditions set forth herein and in the Plan, which Plan is incorporated herein by reference as a part of this Agreement. This Option shall not be treated as an incentive stock option within the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Purchase Price. The purchase price of Stock purchased pursuant to the exercise of this Option shall be $______ per share, which has been determined to be not less than the fair market value of the Stock at the date of grant of this Option. For all purposes of this Agreement, fair market value of Stock shall be determined in accordance with the provisions of the Plan. 3. Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Vice President and Secretary, at any time and from time to time after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 33-1/3% 2 years 67% 3 years 100% This Option is not transferable otherwise than by will or the laws of descent and distribution or pursuant to a "qualified domestic relations order" as defined by the Code and may be exercised during Employee's lifetime only by Employee, Employee's guardian or legal representative or a transferee under a qualified domestic relations order. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or of such rights contrary to the provisions hereof or in the Plan, or upon the levy of any attachment or similar process upon this Option or such rights, this Option and such rights shall immediately become null and void. This Option may be exercised only while Employee remains an employee of the Company, subject to the following exceptions: 2 (a) If Employee's employment with the Company terminates by reason of disability (disability being defined as being physically or mentally incapable of performing either the Employee's usual duties as an Employee or any other duties as an Employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing subsidiary), this Option may be exercised in full by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of three years following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at any time during the period of three years following the date of Employee's death. (c) If Employee's employment with the Company terminates by reason of normal retirement at or after age 65, this Option may be exercised by Employee at any time during the period ending on the Expiration Date (as defined below), but only as to the number of shares Employee was entitled to purchase on the date of such exercise in accordance with the schedule set forth above. In connection with the termination of Employee's employment with the Company by reason of early retirement, applicable management of the Company and/or business unit may recommend to the Committee or its delegate, as applicable, that this Option be retained. In such event, the Committee or its delegate, as the case may be, shall consider such recommendation and may, in the Committee's or such delegate's sole discretion, approve the retention of this Option following such early retirement, in which case the Option may be exercised by Employee at any time during the period ending on the Expiration Date, but only as to the number of shares Employee was entitled to purchase on the date of such exercise in accordance with the schedule set forth above. If, after retirement as set forth above, Employee should die, this Option may be exercised in full by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of the Employee) during the period ending on the earlier of the Expiration Date or the third anniversary of the date of Employee's death. (d) If Employee's employment with the Company terminates for any reason other than those set forth in subparagraphs (a) through (c) above, this Option may be exercised by Employee at any time during the period of 30 days following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of the Employee) during a period of six months following Employee's death if Employee dies during such 30-day period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event prior to the expiration of six months from the date of grant hereof or after the expiration of ten years from the date of grant hereof (the "Expiration Date") notwithstanding anything hereinabove contained. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) by a combination of cash or Stock. Payment may also be made by delivery (including by facsimile transmission) to the Company of an executed irrevocable option exercise form, coupled with irrevocable instructions to a broker-dealer designated by the Company to simultaneously sell a sufficient number of the shares as to which the option is exercised and deliver directly to the Company that portion of the 3 sales proceeds representing the exercise price. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option. 4. Withholding of Tax. To the extent that the exercise of this Option or the disposition of shares of Stock acquired by exercise of this Option results in compensation income to Employee for federal or state income tax purposes, Employee shall deliver to the Company at the time of such exercise or disposition such amount of money or shares of Stock as the Company may require to meet its withholding obligation under applicable tax laws or regulations, and, if Employee fails to do so, the Company is authorized to withhold from any cash or Stock remuneration then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income. Upon an exercise of this Option, the Company is further authorized in its discretion to satisfy any such withholding requirement out of any cash or shares of Stock distributable to Employee upon such exercise. 5. Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement for issuance under the Securities Act of 1933, as amended (the "Act"), of the shares of Stock acquirable upon exercise of this Option, or an available exemption from registration under the Act, issuance of shares of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. Employee also agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. 6. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, a parent or subsidiary corporation (as defined in section 424 of the Code) of the Company, or a corporation or a parent or subsidiary of such corporation assuming or substituting a new option for this Option. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee or its delegate, as appropriate, and such determination shall be final. 7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee. 4 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunto duly authorized, and Employee has executed this Agreement, all as of the day and year first above written. HALLIBURTON COMPANY By: --------------------------------- David J. Lesar Chairman of the Board, President and Chief Executive Officer 5 Exhibit B to Executive Employment Agreement By and Between Arthur D. Huffman and Halliburton Company RESTRICTED STOCK AGREEMENT AGREEMENT made as of the 28th day of August, 2000, between HALLIBURTON COMPANY, a Delaware corporation (the "Company"), and Arthur D. Huffman ("Employee"). 1. Award. (a) Shares. Pursuant to the Halliburton Company 1993 Stock and Long-Term Incentive Plan (the "Plan") 5,000 shares (the "Restricted Shares") of the Company's common stock, par value $2.50 per share ("Stock"), shall be issued as hereinafter provided in Employee's name subject to certain restrictions thereon. (b) Issuance of Restricted Shares. The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement. (c) Plan Incorporated. Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement. 2. Restricted Shares. Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows: (a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee's employment with the Company or employing subsidiary for any reason other than (i) normal retirement on or after age sixty-five, (ii) death or (iii) disability as determined by the Company or employing subsidiary, or except as otherwise provided in the last two sentences of subparagraph (b) of this Paragraph 2, Employee shall, for no consideration, forfeit to the Company all Restricted Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment are herein referred to as "Forfeiture Restrictions." The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares. (b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the lapse date: Percentage of Total Number of Restricted Shares as to Which Forfeiture Lapse Date Restrictions Lapse ---------- --------------------------- First Anniversary of the date of this Agreement 10% Second Anniversary of the date of this Agreement 10% Third Anniversary of the date of this Agreement 10% Fourth Anniversary of the date of this Agreement 10% Fifth Anniversary of the date of this Agreement 10% Sixth Anniversary of the date of this Agreement 10% Seventh Anniversary of the date of this Agreement 10% Eighth Anniversary of the date of this Agreement 10% Ninth Anniversary of the date of this Agreement 10% Tenth Anniversary of the date of this Agreement 10% Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change (as such term is defined in the Plan), (ii) the date Employee's employment with the Company is terminated by reason of death, disability (as determined by the Company or employing subsidiary) or normal retirement on or after age sixty-five or (iii) the date on which Employee shall become entitled to the severance benefits set forth in Section 3.3 of that certain Executive Employment Agreement by and between Employee and the Company. In the event Employee's employment is terminated for any other reason, including retirement prior to age sixty-five with the approval of the Company or employing subsidiary, the Committee which administers the Plan (the "Committee") or its delegate, as appropriate, may, in the Committee's or such delegate's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. 2 (c) Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange. 3. Withholding of Tax. To the extent that the receipt of the Restricted Shares or the lapse of any Forfeiture Restrictions results in income to Employee for federal or state income tax purposes, Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money or shares of unrestricted Stock as the Company may require to meet its withholding obligation under applicable tax laws or regulations, and, if Employee fails to do so, the Company is authorized to withhold from any cash or Stock remuneration then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income. 4. Status of Stock. Employee agrees that the Restricted Shares will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Employee also agrees (i) that the certificates representing the Restricted Shares may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the Restricted Shares on the stock transfer records of the Company if such proposed transfer would be in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares. 5. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, any successor corporation or a parent or subsidiary corporation (as defined in section 424 of the Code) of the Company or any successor corporation. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, or its delegate, as appropriate, and its determination shall be final. 6. Committee's Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Shares. 3 7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee. 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all as of the date first above written. HALLIBURTON COMPANY By: ------------------------------------- David J. Lesar Chairman of the Board, President and Chief Executive Officer ------------------------------------- Employee 4 Please Check Appropriate Item (One of the boxes must be checked): I do not desire the alternative tax treatment provided for in the Internal Revenue Code Section 83(b). ------ I do desire the alternative tax treatment provided for in Internal Revenue Code Section 83(b) and desire that forms for * such purpose be forwarded to me. ------ * I acknowledge that the Company has suggested that before this block is checked that I check with a tax consultant of my choice. Please furnish the following information for shareholder records: ------------------------------------ ----------------------------- (Given name and initial must be used Social Security Number for stock registry) (if applicable) ------------------------------------ ----------------------------- Birth Date Month/Day/Year ------------------------------------ ----------------------------- Name of Employer ------------------------------------ ----------------------------- Address (Zip Code) Day phone number United States Citizen: Yes No --- --- PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS. 5