Executive Employment Agreement - Halliburton Co. and C. Christopher Gaut


                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive Employment Agreement,  including Exhibits A and B hereto
("Agreement"), is entered into by and between Halliburton Company ("Employer" or
"Halliburton") and C. Christopher Gaut ("Employee"), to be effective on March 3,
2003 (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.  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
an  Executive  Vice  President  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 position 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  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  companies  (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 that 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 shall not be less than $500,000 per annum
which shall be paid in accordance with the Employer's  standard payroll practice
for its executives.  The parties further agree that Employee's election as Chief
Financial  Officer  of the  Company  shall  be  effective  on  March  15,  2003.
Employee's  base salary may  thereafter 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   Employer shall grant to Employee  a one-time  signing bonus which
is stated in,  and  shall be  governed  by, the terms specified in the offer of
employment letter dated January 28, 2003.

         2.3.  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 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.

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         2.4.  On March 3, 2003,  Employer  shall  grant to  Employee  under the
Halliburton  Company 1993 Stock and Long-Term  Incentive  Plan, or its successor
plan (the "1993  Plan") a  non-qualified  stock option to purchase up to 100,000
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.

         2.5.  On March 3, 2003, Employer shall grant to Employee under the 1993
Plan, or its successor plan, 30,000 shares of Employer's common stock subject to
restrictions  and other  terms and  conditions  set forth in  Exhibit B attached
hereto, and forming as part of, this Agreement.

         2.6.  During the Term,  Employee shall  participate in the  Performance
Unit  Program  under  the  1993  Plan,  or  any  successor  long-term  incentive
compensation  plan;  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 under such program's terms.

         2.7.  During the Term, Employer shall pay or reimburse Employee for all
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 such expenses are incurred and
accounted for in accordance with Employer's applicable policies and procedures.

         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
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.

         2.9.  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.

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         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 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 written  notice to Employee,  or by Employee  upon thirty
(30) days' written 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 usual
               duties with such  condition  likely  to remain  continuously  and
               permanently   as  reasonably  determined   by   the  Compensation
               Committee in good faith.

         (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  written 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

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               provision  of  this   Agreement  which  remains  uncorrected  for
               thirty (30) days  following  written  notice  of  such  breach to
               notice  of such breach  to Employee  by  Employer.  Determination
               Employee's   employment   will   be  reasonably   made   by   the
               Compensation Committee in good faith.

         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   annual   incentive
compensation  not yet paid but payable under Employer's plans for the year prior
to the year of Employee's  termination of employment,  but shall not be entitled
to any  annual  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 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  Employee for Good 
eason 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,  Halliburton,  at  its
               option and in  its sole  discretion,  shall  either (a) cause 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") to be
               forfeited, in which case,  Employer  will pay Employee 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);  or
               (b)  cause  the  forfeiture  restrictions  with  respect  to  the
               Restricted Shares to lapse and such shares  shall be retained  by
               Employee.

         (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, if
               any,  shall  be paid  according  to the terms and  conditions set
               forth in the applicable plan document.

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         (iv)  Employee   shall  be  entitled  to  any   individual  bonuses  or
               individual    incentive   compensation   under    Employer's   or
               Halliburton's   plans,  or   any   successor   annual   incentive
               compensation  plan, 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.

         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 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 the 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.

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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 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.

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         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  Halliburton  or  in  which
Halliburton 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 4100 Clinton Drive, Houston,
         Texas 77002, to the attention of the General Counsel,  or to such other
         address as Employee shall receive notice thereof.

         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,

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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.  A copy of the Halliburton
Dispute  Resolution Plan, as currently in effect,  is attached to this Agreement
for information  purposes.  Halliburton reserves the right to amend such Plan or
discontinue such Plan at any time.

         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 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.  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:
                                     ----------------------------------------
                                  Name:  David J. Lesar
                                  Title: Chairman of the Board, President and
                                         Chief Executive Officer

                                  EMPLOYEE

                                  -------------------------------------------
                                  C. Christopher Gaut

                                       9


                   Exhibit A To Executive Employment Agreement
                           Between Halliburton Company
                             And C. Christopher Gaut

                       NONSTATUTORY STOCK OPTION AGREEMENT
                            GRANTED MARCH 3RD , 2003

Grantee:  C. Christopher Gaut ("Employee")


Aggregate Number of Shares Subject to Option:               100,000 shares
Option Price:                                               $
                                                            ----------------
Expiration (subject to terms and conditions of Agreement):  10 years

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 MARCH 3RD, 2003.


-------------------------------             ----------------------------------
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:

                  ANN PHILIPP, LAW DEPARTMENT
                  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 or P. O. Box) Foreign I.D. (if applicable) ------------------------------- ---------------------------------- Address (City and State/Province) Birth Date (Month/Day/Year) ------------------------------- ---------------------------------- Address (Postal Code, Country) Daytime Phone Number ------------------------------- ---------------------------------- Name of Employer (Business Unit) Payroll ID Number United States Citizen: Yes No ---- ---- E-mail address: -----------------------------------------------
NONSTATUTORY STOCK OPTION AGREEMENT TERMS AND CONDITIONS AGREEMENT made as of the 3rd day of March, 2003, 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, or any successor 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, 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. The foregoing notwithstanding, while employed by the Company, Employee may, in Employee's sole discretion but subject to compliance with such rules and procedures as the Company may establish, transfer this Option (or a portion thereof) to Employee's spouse, children or grandchildren (including adopted and step children and grandchildren) ("Immediate Family"), to a trust solely for the benefit of Employee and members of Employee's Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are Employee and members of Employee's Immediate Family. Employee's rights under this Agreement shall pass to the transferee and such transferee may exercise this Option (or such portion thereof as has been transferred) and all rights granted by this Agreement to the extent Employee was entitled to exercise this Option during Employee's lifetime, or in the event of Employee's death, to the extent this Option would have been exercisable by Employee's beneficiaries or heirs had this Option not been transferred prior to death. 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. Except as provided above, this Option 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. This Option may be exercised only while Employee remains an employee of the Company, subject to the following exceptions: (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 ending on the earlier of the Expiration Date (as defined below) or the third anniversary of such termination date. (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 ending on the earlier of the Expiration Date or the third anniversary of 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, 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 delegete, 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 and which shares, if acquired from the Company, have been held by Employee for more than six months, 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 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. 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 Exhibit B To Executive Employment Agreement Between Halliburton Company and C. Christopher Gaut RESTRICTED STOCK AGREEMENT AGREEMENT made as of the 3rd day of March, 2003, between HALLIBURTON COMPANY, a Delaware corporation (the "Company"), and C. Christopher Gaut ("Employee"). 1. Award. (a) Shares. Pursuant to the Halliburton Company 1993 Stock and Long-Term Incentive Plan, or any successor plan, (the "Plan") 30,000 (thirty thousand) 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. (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. 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 RESTRICTED STOCK AGREEMENT March 3, 2003 C. Christopher Gaut 30,000 shares Ten year vesting period 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) ------------------------------------ -------------------------------- Address (Street or P. O. Box) Birth Date Month/Day/Year ------------------------------------ -------------------------------- Address (City and State/Province) Name of Employer (Business Unit) ------------------------------------ -------------------------------- Address (Postal Code, Country) Payroll ID Number United States Citizen: Yes No -------------------------------- --- --- Day phone Number E-mail address: ----------------------------------------------------- PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.