Executive Employment Agreement - Halliburton Co. and Donald C. Vaughn


                         EXECUTIVE EMPLOYMENT AGREEMENT


         This  Executive  Employment  Agreement  ('Agreement'),   including  the
attached  Exhibit 'A', is entered  into by and between  Halliburton  Company,  a
Delaware  corporation having offices at 3600 Lincoln Plaza, 500 N. Akard Street,
Dallas,  Texas  75201-3391  ('Employer'),  and Donald C. Vaughn,  an  individual
currently residing at 6119 Glendora,  Dallas,  Texas 75230  ('Employee'),  to be
effective on the later of the date of execution of this Agreement by the parties
hereto or the effective date of the merger between  Halliburton  N.C.,  Inc. and
Dresser  Industries,  Inc. (the 'Merger')  pursuant to the terms of that certain
Agreement  and Plan of Merger (the 'Merger  Agreement')  by and among  Employer,
Halliburton N.C., Inc. and Dresser Industries,  Inc.  ('Dresser') dated February
25, 1998 (the 'Effective Date').

                                   WITNESSETH:

         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
         March 31, 2001 (the  'Term'),  subject to the terms and  conditions  of
         this Agreement.

1.2      Beginning on the  Effective  Date,  Employee  shall be employed as Vice
         Chairman of Employer. Employee agrees to serve in the assigned position
         and to perform  diligently and to the best of Employee's  abilities the
         duties and services  appertaining  to such  position as  determined  by
         Employer,  as well as such additional or different  duties and services
         appropriate  to such position  which  Employee from time to time may be
         reasonably directed to perform by Employer. 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.

1.3      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 interests of Employer,  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  Employer or interfere
         with Employee's  performance of his duties  hereunder.  In that regard,
         Employee   may  serve  on  the  board  of  directors  of  up  to  three
         unaffiliated  corporations  of his  choice.  Except as  provided in the
         preceding sentence, Employee may not serve on the board of directors of
         any entity other than the Employer during the Term without the approval
         of the  Audit  Committee  of  the  Employer's  Board  of  Directors  in
         accordance with the Employer's  policies and procedures  regarding such
         service,  which approval will not be  unreasonably  withheld.  Employee
         shall be permitted to retain any compensation received for such service
         on other corporations' boards of directors.

1.4      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 to do no act which would  intentionally
         injure Employer's  business,  its interests,  or its 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 of its affiliates,  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 its affiliates,  or upon discovery thereof,
         allow such a conflict  to  continue.  Moreover,  Employee  agrees  that
         Employee shall disclose to the Audit Committee of the Employer's  Board
         of  Directors  any facts  which  might  involve a possible  conflict of
         interest.

ARTICLE 2:                 COMPENSATION AND BENEFITS

2.1      Employee's  base salary during the Term shall be payable at the rate of
         not less than  $600,000.00  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 during the
         Term in a manner  similar to that used to establish  the base salary of
         other members of the Executive Committee of Employer, with the approval
         of the Compensation  Committee of Employer's  Board of Directors.  Such
         increased  base salary  shall become the minimum base salary under this
         Agreement and may not be decreased during the Term.

2.2      Employee  shall be  entitled  to  receive  the bonus  earned  under the
         Dresser 1998 Executive  Incentive  Compensation  Plan (the 'Dresser EVA
         Plan')  for its fiscal  year ended  October  31,  1998,  based upon the
         actual level of attainment of Dresser's established performance targets
         for the  period  ended  October  31,  1998 or, if the  actual  level of


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         performance  cannot  be  determined,  a  reasonable  estimate  thereof,
         provided he remains  employed by the  Employer  during the  entirety of
         such  period.  Such bonus  shall be payable by Dresser in a single lump
         sum payment as soon as practicable  following October 31, 1998. For the
         period  November 1, 1998 through  December 31, 1998,  Employee shall be
         entitled to a bonus in an amount determined as follows:  (i) Employee's
         base salary shall be multiplied  by the same  percentage of base salary
         as used in the calculation of Employee's bonus earned under the Dresser
         EVA Plan for the period  ended  October  31,  1998 and (ii) the product
         thereof shall be multiplied by two-twelfths  (2/12).  Beginning January
         1, 1999 and for the remainder of the Term,  Employee shall  participate
         in Employer's  Annual  Performance  Pay Plan,  or any successor  annual
         incentive  plan  approved by the  Compensation  Committee of Employer's
         Board of Directors  (the 'CVA Plan');  provided,  however,  that if the
         bonus  amount  earned by Employee  for any plan year during the Term is
         less than the average of bonus  amounts  earned by  Employee  under the
         Dresser  EVA  Plan or the  predecessor  annual  incentive  plan for the
         fiscal  years ended  October 31,  1997 and 1998 (the  'Average  Dresser
         Bonus'),  Employer shall pay to Employee an additional cash bonus equal
         to the difference.  For plan year 2000, the CVA Plan bonus earned shall
         be prorated  through  the last day of the Term and the Average  Dresser
         bonus shall likewise be prorated through such period for the purpose of
         determining whether or not an additional bonus is payable.

2.3      During the Term,  Employee shall participate in the Halliburton Company
         1993 Stock and Long-Term Incentive Plan, or any successor stock-related
         plan adopted by Employer's Board of Directors,  in the same grant cycle
         for awards under such plan as the other members of Employer's Executive
         Committee.

2.4      Employer shall, as of the effective time of the Merger, adopt Dresser's
         Supplemental Executive Retirement Plan, with such amendments thereto as
         may  be  necessary  or  appropriate  to  reflect  the  Merger  and  the
         applicable  provisions  of Section  7.09 of the Merger  Agreement,  and
         Employee shall continue to participate in such plan in accordance  with
         its terms, as such may be revised.

2.5      From and after the  Effective  Date,  Employer  shall pay, or reimburse
         Employee,  for all ordinary,  reasonable  and necessary  expenses which
         Employee   incurs  in  performing   his  duties  under  this  Agreement
         including, but not limited to, travel, entertainment, professional dues
         and  subscriptions,  and all dues,  fees and expenses  associated  with
         membership in various professional, business and civic associations and
         societies of which Employee's  participation is in the best interest of
         Employer.


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2.6      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  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  executive
         employees  pursuant to the terms and  conditions  of such benefit plans
         and programs.

2.7      Except for the programs  and/or plans provided in Sections 2.1, 2.2 and
         2.9 herein, Employer shall not by reason of this Article 2 be obligated
         to  institute,   maintain,  or  refrain  from  changing,  amending,  or
         discontinuing,  any incentive  compensation or employee benefit program
         or plan,  so long as such actions are  similarly  applicable to covered
         employees generally.

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

2.9      Employer has assumed certain  obligations with respect to certain plans
         and  programs  of  Dresser  pursuant  to  Section  7.09  of the  Merger
         Agreement.  With respect to Employee,  such plans and programs  include
         the following:

         a.       Exhibit A hereto  sets  forth the  Dresser  stock  options and
                  tandem  restricted  shares  held  by  Employee   as of May 12,
                  1998.  Employer  acknowledges  its  obligations to  assume the
                  Dresser  stock  options and the Dresser stock plans as, and to
                  the  extent   provided,  under  Section  7.09  of  the  Merger
                  Agreement  and to  issue  upon  exercise of  outstanding stock
                  options shares of Employer common stock on a one-to-one  ratio
                  (adjusted pursuant to Section 3.01(a)of the Merger  Agreement,
                  if applicable)  in  accordance  with  the terms of the Dresser
                  stock plans and the underlying stock option agreements.  As of
                  the Effective Date, Employee  shall continue to be entitled to
                  all his stock  option and tandem restricted share rights under
                  outstanding  stock  options  held  by  Employee  prior  to the
                  Effective Date.

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         b.       Employee  has  55,109   stock  units  in  Dresser's   Deferred
                  Compensation   Plan,  and  Employer   hereby   recognizes  its
                  obligation to perform and pay out such  compensation  pursuant
                  to the terms of such plan.

         c.       Employee is a participant in Dresser's  Performance Stock Unit
                  Program  for the four (4)  year  cycles  FY 1994 - 1997 and FY
                  1996 - 1999.  Employer hereby recognizes its obligation to pay
                  and  perform  under such plan  pursuant to its terms with such
                  reasonable estimates of the earnings and equity of Dresser for
                  the  latter  cycle  as may  be  necessitated  by  the  Merger.
                  Employer  recognizes  that the  performance  target for the FY
                  1996-1999  cycle of such plan is  average  Return on Equity of
                  15% or greater.

         d.       Employee  is  a  participant  in   Dresser's   Executive  Life
                  Insurance  Program.   Employer acknowledges its obligations to
                  maintain such program for the benefit of Employee.

         e.       Employee is a participant in Dresser's  Supplemental Executive
                  Retirement Plan.  Employer hereby acknowledges its obligations
                  under  Section 2.4 hereof and its  obligations  under  Section
                  7.09 of the  Merger  Agreement  to  maintain  such  plan  with
                  respect to  Employee  with the offset  under such plan to take
                  into account any employer provided  retirement  benefits under
                  any plans or programs of Employer or any of its subsidiaries.

         f.       Employee is eligible for  Dresser's  Retiree  Medical  Benefit
                  Plan and  Employer  hereby  acknowledges  its  obligations  to
                  maintain such plan for the benefit of Employee,  except to the
                  extent  that any  modifications  thereto are  consistent  with
                  changes in the medical  plans  provided  by  Employer  and its
                  subsidiaries for similarly situated active employees.

         g.       Employee  is  fully  vested  in  the M. W.  Kellogg  Long-Term
                  Performance  Plan  and the  M.  W.  Kellogg  Retirement  Plan.
                  Employer  recognizes its  obligation  to Employee  pursuant to
                  these plans.

2.10     Employee shall be eligible to participate in the Halliburton Elective
         Deferral Plan of  Employer.


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ARTICLE 3:                 TERMINATION PRIOR TO EXPIRATION OF TERM 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 permanent disability (permanent
         disability being defined as Employee's physical or mental incapacity to
         perform his usual duties as an employee with such  condition  likely to
         remain continuously and permanently);  provided,  however,  that in the
         event of such  permanent  disability,  Employee's  employment  and full
         compensation and benefits shall be continued hereunder until the end of
         the Term, with Employee's compensation during such period being reduced
         by any Employer-financed  disability benefits, (iii) at any time during
         the Term by Employer  upon notice to Employee or by Employee upon sixty
         (60) days notice to Employer for any or no reason.

3.2      If  Employee's  employment  is  terminated  by reason  of a  'Voluntary
         Termination' (as hereinafter defined), the death of Employee, permanent
         disability  of Employee  (as defined in Section 3.1) or by the Employer
         for 'Cause' (as hereinafter defined),  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 and in
         Section  3.1(ii).  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 Employee's  employment is terminated
         or any other  payments or  benefits by or on behalf of Employer  except
         for those which may be payable  pursuant to the terms of  Dresser's  or
         Employer's  employee  benefit plans (as  hereinafter  defined),  stock,
         stock option,  incentive compensation or deferred compensation plans or
         the applicable  agreements  underlying such plans. For purposes of this
         Section 3.2, a 'Voluntary  Termination' of the employment  relationship
         by Employee  prior to expiration of the Term shall be a termination  of
         employment  in the sole  discretion of and at the election of Employee,
         other than (i) a  termination  of  Employee's  employment  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  or (ii) a  termination  of
         Employee's  employment within six (6) months of a material reduction in
         Employee's rank or responsibility  with Employer.  For purposes of this
         Section 3.2, the term 'Cause'  shall mean any of (i)  Employee's  gross
         negligence or willful  misconduct in the  performance of the duties and
         services  required  of  Employee  pursuant  to  this  Agreement;   (ii)
         Employee's final conviction of a felony;  or (iii) Employee's  material
         breach  of any  material  provision  of this  Agreement  which  remains
         uncorrected  for thirty (30) days following  written notice to Employee
         by Employer of such breach.


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3.3      If Employee's  employment  is  terminated  for any reason other than as
         described  in the first  sentence of Section 3.2 above during the Term,
         Employee shall  nevertheless  continue to receive his full compensation
         (base  salary and  bonus) and  benefits  under this  Agreement  for the
         duration of the Term.  The amounts paid pursuant to this Section 3.3 to
         Employee shall be in consideration of Employee's continuing obligations
         hereunder  after  such  termination  (including,   without  limitation,
         Employee's  non-competition  obligations).  Employee shall not be under
         any duty or obligation to seek or accept other  employment  following a
         termination of employment pursuant to which payments under this Section
         3.3 are owing and the amounts due Employee pursuant to this Section 3.3
         shall not be  reduced  or  suspended  if  Employee  accepts  subsequent
         employment  or earns any  amounts  as a  self-employed  individual.  If
         Employee should die while receiving  compensation and benefits pursuant
         to this Section 3.3, such  compensation  and benefits shall be prorated
         through  the date of his death and paid to his  estate,  but all future
         compensation  and benefits  shall cease and terminate as of the date of
         Employee's  death except for those which may be payable pursuant to the
         terms of Dresser's or Employer's employee benefit plans (as hereinafter
         defined),  stock,  stock  option,  incentive  compensation  or deferred
         compensation plans or the applicable  agreements underlying such plans.
         Employee's  rights  under  this  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 covenants not to sue or
         lodge any claim,  demand or cause of action against Employer based upon
         Employee's  termination  of employment  for any monies other than those
         specified  in this  Section 3.3. If Employee  breaches  this  covenant,
         Employer  shall be entitled to recover from  Employee all sums expended
         by Employer  (including costs and attorneys'  fees), in connection with
         such suit, claim, demand or cause of action.  Nothing contained in this
         Section  3.3  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)  or any of the  benefits,  plans or programs
         provided for in Section 2.09 hereof  maintained  by Dresser or Employer
         except that Employee  shall not be entitled to any  severance  benefits
         pursuant to any severance plan or program of Employer.


3.4      It is expressly acknowledged and agreed that the decision as to whether
         'Cause' exists for  termination of the employment  relationship  by the
         Employer  and  whether  and  as  of  what  date   Employee  has  become
         permanently disabled is delegated to the Board of Directors of Employer
         for  determination.  If Employee disagrees with the decision reached by
         Employer, the dispute will be limited to whether the Board of Directors
         of Employer reached this decision in good faith.

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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 Articles 4
         and 5.

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  (whether  during
         business  hours or  otherwise  and  whether on  Employer's  premises or
         otherwise)  which relate to Employer's  business,  products or services
         (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
         disclosed  to  Employer  and are and  shall be the  sole and  exclusive
         property of Employer.

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,

                                       8



         except  in  the  carrying  out  of  his   employment   responsibilities
         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 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 an opportunity (which Employee will not oppose) to obtain such
         protective orders or similar relief with respect thereto as it may deem
         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.


ARTICLE 5:                 POST-EMPLOYMENT AND NON-COMPETITION OBLIGATIONS

5.1      As part of the  consideration  for the  compensation and benefits to be
         paid to Employee hereunder, and as an additional incentive for Employer
         to enter  into  this  Agreement,  Employer  and  Employee  agree to the
         non-competition  provisions  of this  Article 5.  Employee  agrees that
         during the period of Employee's non-competition  obligations hereunder,
         Employee will not,  directly or indirectly  for Employee or for others,
         in any  geographic  area  or  market  where  Employer  or any of  their
         affiliated companies are conducting any business (other than de minimis
         business  operations)  as of the date of  termination of the employment
         relationship or have during the previous  twelve (12) months  conducted
         any business (other than de minimis business operations):

         (i)      engage in any business directly  competitive with any business
                  (other  than de  minimis  business  operations)  conducted  by
                  Employer or any of Employer's affiliates:

         (ii)     render advice or services to, or otherwise  assist,  any other
                  person,  association,  or entity who is  engaged,  directly or
                  indirectly,  in any  business  directly  competitive  with any
                  business (other than de minimis business operations) conducted
                  by Employer or any of Employer's affiliates; or

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         (iii)    induce  any  employee  of  Employer  or any of its  affiliates
                  (other than Employee's  personal  secretary or  administrative
                  assistant) to terminate his employment  with Employer,  or its
                  affiliates,  or hire  or  assist  in the  hiring  of any  such
                  induced  employee  by any person,  association,  or entity not
                  affiliated with Employer.

         These non-competition obligations shall extend until one (1) year after
         termination  of  the  employment   relationship  between  Employer  and
         Employee. The above notwithstanding,  nothing in this Section 5.1 shall
         prohibit Employee from engaging in or being employed by any entity that
         engages in the provision of management  consulting or other  consulting
         services to third parties,  even where such entity on occasion  renders
         advice  or  services  to,  or  otherwise  assists,  any  other  person,
         association,  or entity who is engaged,  directly or indirectly, in any
         business directly  competitive with any business  conducted by Employer
         or  any  of  Employer's  affiliates,  so  long  as  Employee  does  not
         personally,  directly or indirectly  (i)  participate in rendering such
         advice,   services  or  assistance  to  any  such   competing   person,
         association or entity, (ii) provide any information or other assistance
         to any other  person  employed by  Employee  or by any such  consulting
         entity for use, directly or indirectly, in rendering such assistance to
         any  competing  person,  association  or entity or (iii)  engage in any
         conduct which would be violative of the provisions of Article 4 hereof.

5.2      Employee  understands  that the  foregoing  restrictions  may limit his
         ability to engage in certain  businesses  anywhere in the world  during
         the period  provided for above,  but  acknowledges  that  Employee will
         receive  sufficiently  high  remuneration and other benefits under this
         Agreement to justify such restriction. Employee acknowledges that money
         damages would not be sufficient remedy for any breach of this Article 5
         by Employee,  and agrees that Employer,  on its own behalf or on behalf
         of any of its affiliates, shall be entitled to specific performance and
         injunctive relief as remedies for such breach or any threatened breach.
         Such remedies  shall not be deemed the exclusive  remedies for a breach
         of this Article 5, but shall be in addition to all  remedies  available
         at law or in equity to Employer,  including,  without  limitation,  the
         recovery  of damages  from  Employee  and his agents  involved  in such
         breach.

5.3      It is  expressly  understood  and agreed  that  Employer  and  Employee
         consider the restrictions  contained in this Article 5 to be reasonable
         and necessary to protect the proprietary information and/or goodwill of
         Employer  and its  affiliates.  Nevertheless,  if any of the  aforesaid
         restrictions   are  found  by  a  court  having   jurisdiction   to  be
         unreasonable,  or  overly  broad  as to  geographic  area or  time,  or
         otherwise  unenforceable,  the  parties  intend  for  the  restrictions
         therein set forth to be modified by such courts so as to be  reasonable
         and enforceable and, as so modified by the court, to be fully enforced.

                                       10



ARTICLE 6:                 MISCELLANEOUS

6.1      For  purposes  of  this  Agreement,   (i)  the  terms  'affiliates'  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,  and (ii) any  action or  omission  permitted  to be taken or
         omitted  by  Employer  hereunder  shall  only be  taken or  omitted  by
         Employer  upon the  express  authority  of the  Board of  Directors  of
         Employer or of any Committee of the Board to which  authority over such
         matters may have been delegated.

6.2      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 prepaid  courier or by United States  registered or
         certified mail, return receipt requested, postage prepaid, addressed as
         follows:

                  If  to  Employer,   Halliburton   Company  at  its   corporate
                  headquarters  to the  attention  of  the  General  Counsel  of
                  Halliburton Company.

                  If to Employee, to his last known personal residence.

6.3      This  Agreement  shall be governed  in all  respects by the laws of the
         State  of  Texas,   without  regard  to  any  conflict-of-law  rule  or
         principle,  unless  preempted by federal law, in which case federal law
         shall govern.

6.4      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.

6.5      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.

                                       11



6.6      This  Agreement  shall be  binding  upon and  inure to the  benefit  of
         Employer  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.

6.7      This  Agreement  replaces  and  merges  any  previous   agreements  and
         discussions  pertaining to the subject matter covered herein.  Further,
         this  Agreement  specifically  replaces  and  terminates  that  certain
         Employee  Severance   Agreement  between  Employee  and  Dresser  dated
         February 25, 1998. This Agreement  constitutes the entire  agreement of
         the parties with regard to such subject matter, and contains all of the
         covenants,  promises,   representations,   warranties,  and  agreements
         between the parties with respect to such subject matter.  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 such subject matter,  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 Board of Directors of Employer.

         IN WITNESS  WHEREOF,  Employer and  Employee  have duly  executed  this
Agreement  at Dallas,  Texas in multiple  originals  to be effective on the date
first stated above.


                                       12



                                             
                                             HALLIBURTON COMPANY

                                             By  /s/ Richard B. Cheney
                                                 ------------------------------
                                                     Richard B. Cheney
                                                     Chairman of the Board and
                                                     Chief Executive Officer


                                             EMPLOYEE


                                             By:  /s/ D. C. Vaughn
                                                  -----------------------------
                                             Name:    Donald C. Vaughn


Date:  13 May 1998





                                       13



                                  AMENDMENT TO
                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Amendment dated as of September 29, 1998 ('Amendment') amends that
certain Executive Employment Agreement ('Agreement') entered into by and between
Halliburton Company ('Employer') and Donald C. Vaughn ('Employee').  Capitalized
terms used herein but not defined  shall have the  meanings  ascribed to them in
the Agreement.

         1.       Section 1.1 of the Agreement is hereby amended to  read in its
entirety as follows:

                  '1.1 The term of the  Agreement  is from  the  Effective  Date
                  through March 31, 2001 (the 'Term'). Employer agrees to employ
                  Employee,  and  Employee  agrees to be employed  by  Employer,
                  subject  to  the  terms  and   conditions  of  the  Agreement;
                  provided,  however,  that  from  the  Effective  Date  through
                  December  31,  1998,  Employee  shall  remain an  employee  of
                  Dresser while performing his duties hereunder.'

         2.       Section 2.3 of the  Agreement is hereby  amended by adding the
following  sentence to the end of such Section:

                  'As of the Effective  Date,  Employer  shall grant to Employee
                  under  such Plan  50,000  shares of  Employer's  common  stock
                  subject to the  restriction and other terms and conditions set
                  forth in Exhibit B attached hereto.'

         3.  No  amendment,  change  or  supplement  of or to the  Agreement  is
intended hereby except for those expressly set forth herein and, as so expressly
amended,  changed and supplemented,  such Agreement shall continue in full force
and effect.

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

                                  HALLIBURTON COMPANY


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


                                  EMPLOYEE


                                  /s/ D. C. Vaughn
                                  ---------------------------
                                      Donald C. Vaughn






                                  Exhibit B to
                         Executive Employment Agreement
                         By and Between Donald C. Vaughn
                             and Halliburton Company




                           RESTRICTED STOCK AGREEMENT


         AGREEMENT  made  as  of  the  ___  day  of  _________,   1998,  between
HALLIBURTON  COMPANY,  a  Delaware  corporation  (the  'Company'), and Donald C.
Vaughn ('Employee').

         1.       Award.

                  (a) Shares. Pursuant to the Halliburton Company 1993 Stock and
Long-Term Incentive Plan (the 'Plan'), and the Executive Employment Agreement by
and between the Company and Employee, 50,000 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 as provided in the last two  sentences  of  subparagraph  (b) of this

                                       1


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%


                                       2



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 the
shares upon which Forfeiture  Restrictions lapsed to be credited to a book-entry
account in  Employee's  name under the  Company's  direct  registration  system,
provided  that a physical  stock  certificate  representing  such shares will be
issued upon request by Employee.  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


         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.

                                       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 an officer thereunto duly authorized, and Employee has executed this
Agreement, all as of the date first above written.


                                       HALLIBURTON COMPANY



                                       By:
                                          ------------------------------
                                       Name:
                                            ----------------------------
                                       Title:
                                             ---------------------------



                                       ---------------------------------
                                               Donald C. Vaughn




                                       5



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.



                                       6