Executive Employment Agreement - Halliburton Co. and Douglas L. Foshee


                         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 Douglas  L. Foshee ("Employee"), to be effective on August 6,
2001 (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
Executive  Vice  President  and  Chief Financial Officer  of  Employer. Employee
agrees to serve in the assigned  position or in such other  executive capacities
as may be requested from time to time by Employer and to  perform diligently and
to the best of Employee's abilities the duties and services appertaining to such
positions as  reasonably determined  by Employer,  as well as such additional or
different duties and services appropriate to such  positions which Employee from
time to time may be reasonably directed to perform by Employer.

         1.3. Employee shall  at all  times comply  with and  be subject to such
policies  and  procedures  as  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 subsidiaries  and  divisions
(collectively,  the  "Halliburton  Entities" or,  individually,  a  "Halliburton
Entity"), or requires  any significant portion of  Employee's business time. The
foregoing notwithstanding,  the parties  recognize and  agree that  Employee may
engage  in passive  personal investments and  other business activities which do
not  conflict  with  the business  and affairs of  the  Halliburton Entities  or
interfere with Employee's  performance of his or  her duties hereunder. Employee
may not serve on  the board  of directors of any entity other than a Halliburton
Entity  during  the  Term  without  the  approval  thereof  in  accordance  with
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 during  the Term  shall be  not less  than
$500,000  per  annum  which  shall  be paid  in  accordance with the  Employer's
standard  payroll practice  for its executives.  Employee's base  salary may  be
increased from  time to time  with the approval of the Compensation Committee of
Halliburton's Board of Directors (the "Compensation Committee") or its delegate,
as applicable.  Such increased base salary shall  become the minimum base salary
under this  Agreement and may  not be decreased  thereafter without  the written
consent of Employee.

         2.2. During the  Term, Employee  shall participate in  the  Halliburton
Annual Performance Pay Plan, or any successor annual incentive plan  approved by
the Compensation Committee; provided, however, that all  determinations relating
to Employee's  participation, including,  without limitation,  those relating to
the  performance   goals  applicable  to   Employee  and  Employee's   level  of
participation and payout  opportunity, shall be  made in the sole discretion  of
the person or committee to whom such authority has been granted pursuant to such
plan's terms.

         2.3. Employer shall grant  to Employee under  the  Halliburton  Company
1993 Stock  and Long-Term Incentive  Plan (the"1993 Plan") a non-qualified stock
option to purchase up to 34,594 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.

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         2.4. Employer  will grant to Employee under the 1993 Plan 20,000 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.

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

         2.6. 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 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.

         2.7. Employer  shall not, by reason  of this Article 2, be obligated to
institute, maintain,  or refrain from  changing, amending  or discontinuing, any
incentive  compensation, employee  benefit or  stock or stock  option program or
plan,  so long as  such actions are  similarly applicable to  covered  employees
generally.

         2.8. 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.

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.

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

         (i)    Death.

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

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

         (iv)   Voluntary  Termination.  "Voluntary  Termination"  shall  mean a
                termination  of employment  in the sole  discretion  and  at the
                election of Employee for other than Good  Reason.  "Good Reason"
                shall mean (a) a termination of  employment by Employee  because
                of a material  breach by Employer of any material  provision  of
                this Agreement  which remains  uncorrected  for thirty (30) days
                following 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
                provision of this Agreement which remains uncorrected for thirty
                (30) days following written notice of such breach to Employee by
                Employer.  Determination as to whether or not Cause  exists  for
                termination  of  Employee's  employment  will  be  made  by  the
                Compensation Committee.

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

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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 Reason
or by  Employer for any  reason other than  as set forth  in  Section 3.2  above
Employee shall be entitled to each of the following:

         (i)    To  the  extent  not otherwise  specifically   provided  in  any
                underlying  restricted stock  agreements,  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 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
                shall be  paid to Employee in a single  lump sum cash payment no
                later  than sixty (60) days following  Employee's termination of
                employment.

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

         3.4. The severance  benefit paid  to Employee  pursuant to  Section 3.3
shall  be in consideration  of Employee's continuing obligations hereunder after
such  termination, including,  without  limitation, Employee's obligations under
Article 4.  Further, as a  condition to  the receipt  of such severance benefit,
Employer,  in its sole  discretion, may  require Employee  to  first  execute  a
release,  in the  form established by Employer, releasing Employer and all other
Halliburton Entities, and their officers, directors, employees, and agents, from

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any and all  claims  and  from  any and all  causes  of  action  of any  kind or
character,  including,  but not  limited  to,  all  claims  and causes of action
arising out of Employee's  employment  with  Employer and any other  Halliburton
Entities or the  termination of such  employment.  The performance of Employer's
obligations  under Section 3.3 and the receipt of the severance benefit provided
thereunder by Employee shall  constitute  full settlement of all such claims and
causes of action.  Employee shall not be under any duty or obligation to seek or
accept other employment  following a termination of employment pursuant to which
a  severance  benefit  payment  under  Section  3.3 is owing and the amounts due
Employee  pursuant to Section 3.3 shall not be reduced or  suspended if Employee
accepts   subsequent   employment  or  earns  any  amounts  as  a  self-employed
individual.  Employee's  rights  under  Section  3.3  are  Employee's  sole  and
exclusive  rights against the Employer or its affiliates and the Employer's sole
and exclusive liability to Employee under this Agreement,  in contract,  tort or
otherwise,  for  the  termination  of his or her  employment  relationship  with
Employer.  Employee agrees that all disputes relating to Employee's  termination
of  employment,  including,  without  limitation,  any  dispute as to "Cause" or
"Voluntary   Termination"   and  any  claims  or  demands  against  Employer  or
Halliburton  based upon  Employee's  employment  for any monies other than those
specified  in Section 3.3,  shall be resolved  through the  Halliburton  Dispute
Resolution  Plan as  provided in Section 5.6  hereof;  provided,  however,  that
decisions  as to  whether  "Cause"  exists  for  termination  of the  employment
relationship  with  Employee and whether and as of what date Employee has become
permanently   disabled  are   delegated  to  the   Compensation   Committee  for
determination  and any  dispute  of  Employee  with any such  decision  shall be
limited to whether the  Compensation  Committee  reached  such  decision in good
faith.  Nothing contained in this Article 3 shall be construed to be a waiver by
Employee of any benefits  accrued for or due Employee under any employee benefit
plan (as such term is defined in the Employees'  Retirement  Income Security Act
of 1974, as amended)  maintained by Employer or Halliburton except that Employee
shall not be entitled to any severance  benefits  pursuant to any severance plan
or program of the Employer or Halliburton.

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

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

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

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writings or materials of any type embodying any of such items, shall be the sole
and exclusive property of Employer or its affiliates, as the case may be.

         4.2. Employee  acknowledges  that  the  businesses  of Employer and its
affiliates are highly  competitive and that their  strategies,  methods,  books,
records, and documents,  their technical information  concerning their products,
equipment,   services,   and  processes,   procurement  procedures  and  pricing
techniques,  the names of and other  information  (such as credit and  financial
data)  concerning  their  customers  and  business   affiliates,   all  comprise
confidential business information and trade secrets which are valuable, special,
and unique  assets which  Employer or its  affiliates  use in their  business to
obtain  a  competitive  advantage  over  their  competitors.   Employee  further
acknowledges that protection of such confidential business information and trade
secrets  against  unauthorized  disclosure and use is of critical  importance to
Employer and its affiliates in maintaining their competitive position.  Employee
hereby  agrees  that  Employee  will not, at any time during or after his or her
employment by Employer,  make any  unauthorized  disclosure of any  confidential
business information or trade secrets of Employer or its affiliates, or make any
use   thereof,   except  in  the   carrying   out  of  his  or  her   employment
responsibilities hereunder.  Confidential business information shall not include
information  in the  public  domain  (but only if the same  becomes  part of the
public domain through a means other than a disclosure prohibited hereunder). The
above  notwithstanding,  a  disclosure  shall not be  unauthorized  if (i) it is
required  by law or by a  court  of  competent  jurisdiction  or  (ii)  it is in
connection  with any judicial,  arbitration,  dispute  resolution or other legal
proceeding in which  Employee's  legal rights and  obligations as an employee or
under this Agreement are at issue;  provided,  however,  that Employee shall, to
the extent  practicable  and  lawful in any such  events,  give prior  notice to
Employer  of his or her  intent  to  disclose  any  such  confidential  business
information  in such  context  so as to  allow  Employer  or its  affiliates  an
opportunity (which Employee will not oppose) to obtain such protective orders or
similar relief with respect thereto as may be deemed appropriate.

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

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

ARTICLE 5: MISCELLANEOUS:

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

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

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

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

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

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

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

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

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substantially  all of the business or assets of Employer or  Halliburton  by any
means  whether  direct or  indirect,  by  purchase,  merger,  consolidation,  or
otherwise.  Employee's  rights and obligations under this Agreement are personal
and such rights,  benefits, and obligations of Employee shall not be voluntarily
or involuntarily assigned,  alienated,  or transferred,  whether by operation of
law or otherwise,  without the prior written consent of Employer,  other than in
the case of death or incompetence of Employee.

         5.8. This Agreement  replaces and  merges  any previous  agreements and
discussions  pertaining to the subject  matter  covered  herein.  This Agreement
constitutes  the entire  agreement  of the  parties  with regard to the terms of
Employee's  employment,  termination of employment and severance  benefits,  and
contains  all of  the  covenants,  promises,  representations,  warranties,  and
agreements between the parties with respect to such matters.  Each party to this
Agreement   acknowledges  that  no  representation,   inducement,   promise,  or
agreement,  oral or written,  has been made by either  party with respect to the
foregoing  matters  which  is  not  embodied  herein,  and  that  no  agreement,
statement, or promise relating to the employment of Employee by Employer that is
not contained in this Agreement shall be valid or binding.  Any  modification of
this  Agreement  will be  effective  only if it is in writing and signed by each
party whose  rights  hereunder  are  affected  thereby,  provided  that any such
modification must be authorized or approved by the Compensation Committee or its
delegate, as appropriate.

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

                                       HALLIBURTON COMPANY

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

                                       EMPLOYEE

                                       /s/  Douglas L. Foshee
                                      ------------------------------------------
                                            Douglas L. Foshee

                                       9


                   Exhibit A To Executive Employment Agreement
              Effective August 6, 2001, Between Halliburton Company
                              And Douglas L. Foshee

                       NONSTATUTORY STOCK OPTION AGREEMENT
                           GRANTED              , 2001
                                   -------------
Grantee:                                                          ("Employee")
                                                     ------------
Aggregate Number of Shares Subject to Option:
                                                     -------------
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          , 2001.
                                          ---------

-------------------------------             ----------------------------------
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       day  of            ,  2001,  between
                                      -----         -----------
HALLIBURTON COMPANY, a Delaware corporation (the "Company"), and Employee.

         To carry out  the purposes  of the  HALLIBURTON COMPANY  1993 STOCK AND
LONG-TERM  INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to
purchase  shares of common  stock,  par value  $2.50 per share,  of the  Company
("Stock"),  and in consideration of the mutual  agreements and other matters set
forth herein and in the Plan, the Company and Employee hereby agree as follows:

         1. Grant of Option.  The Company  hereby irrevocably grants to Employee
the right and option  ("Option")  to  purchase  all or any part of the number of
shares of Stock,  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 vesting dates as indicated below to the date of
such exercise, in accordance with the following schedule:

                                            Percentage of Shares
         Vesting Dates                      That May be Purchased

         Prior to April 1, 2003                      0%
                  April 1, 2003                     25%
                  April 1, 2004                     50%
                  April 1, 2005                     75%
                  April 1, 2006                    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 delegate, as the case may
         be,  shall consider such recommendation  and may, in the Committee's or
         such  delegate's sole  discretion, approve the retention of this Option
         following  such early  retirement, in  which  case  the  Option  may be
         exercised by  Employee at  any time during  the  period ending  on  the
         Expiration  Date, but  only as  to the  number of  shares Employee  was
         entitled to  purchase on the date of  such exercise in  accordance with
         the schedule set forth above. If, after retirement as  set forth above,
         Employee should die, this Option may be exercised in full by Employee's
         estate (or the person who acquires this  Option by will  or the laws of
         descent  and distribution  or otherwise by  reason of  the death of the
         Employee) during the period  ending  on the  earlier of the  Expiration
         Date or the third anniversary of the date of Employee's death.

                  (d) If  Employee's employment with  the Company terminates for
         any reason other than those set forth in  subparagraphs (a) through (c)
         above, this Option may be exercised  by Employee at any time during the
         period of 30 days  following such termination,  or by Employee's estate
         (or the person who  acquires this Option by will or the laws of descent
         and  distribution or otherwise by  reason of the death of the Employee)
         during a period of six months  following Employee's death  if  Employee
         dies during such 30-day period, but in each case only as to the  number
         of shares Employee was entitled to purchase hereunder upon exercise  of
         this Option as of the date Employee's employment so terminates.



         This  Option  shall  not  be  exercisable  in  any  event  prior to the
expiration  of six months from the date of grant hereof or after the  expiration
of  ten  years  from  the  date  of  grant   hereof  (the   "Expiration   Date")
notwithstanding  anything hereinabove contained. The purchase price of shares as
to which this Option is exercised  shall be paid in full at the time of exercise
(a) in cash (including  check, bank draft or money order payable to the order of
the Company),  (b) by  delivering  to the Company  shares of Stock having a fair
market value equal to the purchase price 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
              Effective August 6, 2001, Between Halliburton Company
                              and Douglas L. Foshee

                           RESTRICTED STOCK AGREEMENT

         AGREEMENT  made  as  of  the        day  of           ,  2001,  between
                                      ------         ----------
HALLIBURTON COMPANY, a Delaware corporation (the "Company"), and
                                                                 ---------------
("Employee").

         1.  Award.

             (a) Shares. Pursuant  to  the  Halliburton  Company  1993 Stock and
Long-Term Incentive Plan (the "Plan") _________ shares (the "Restricted Shares")
of the Company's  common stock,  par value $2.50 per share  ("Stock"),  shall be
issued  as   hereinafter   provided  in  Employee's   name  subject  to  certain
restrictions thereon.

             (b) Issuance of Restricted  Shares.  The Restricted Shares shall be
issued  upon  acceptance  hereof  by  Employee  and  upon  satisfaction  of  the
conditions of this Agreement.

             (c) Plan Incorporated. Employee  acknowledges  receipt  of  a  copy
of the Plan, and agrees that this award of Restricted Shares shall be subject to
all of the  terms  and  conditions  set  forth  in the  Plan,  including  future
amendments  thereto,  if any,  pursuant  to the  terms  thereof,  which  Plan is
incorporated herein by reference as a part of this Agreement.

         2.  Restricted  Shares.  Employee  hereby accepts the Restricted Shares
when issued and agrees with respect thereto as follows:

             (a) Forfeiture Restrictions. The Restricted Shares may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred,  encumbered
or disposed of to the extent then  subject to the  Forfeiture  Restrictions  (as
hereinafter  defined),  and in the event of termination of Employee's employment
with the Company or  employing  subsidiary  for any reason other than (i) normal
retirement  on or after  age  sixty-five,  (ii)  death or  (iii)  disability  as
determined  by the  Company  or  employing  subsidiary,  or except as  otherwise
provided in the last two  sentences  of  subparagraph  (b) of this  Paragraph 2,
Employee  shall,  for no  consideration,  forfeit to the Company all  Restricted
Shares  to  the  extent  then  subject  to  the  Forfeiture  Restrictions.   The
prohibition  against  transfer  and the  obligation  to  forfeit  and  surrender
Restricted  Shares to the Company  upon  termination  of  employment  are herein
referred to as "Forfeiture  Restrictions." The Forfeiture  Restrictions shall be
binding upon and enforceable against any transferee of Restricted Shares.

             (b) Lapse of Forfeiture Restrictions.  The Forfeiture  Restrictions
shall  lapse as to the  Restricted  Shares  in  accordance  with  the  following
schedule  provided that Employee has been  continuously  employed by the Company
from the date of this Agreement through the lapse date:



                                                    Percentage of Total
                                                Number of Restricted Shares
                                                  as to Which Forfeiture
      Lapse Date                                     Restrictions Lapse  
      ----------                            ------------------------------------
First Anniversary of the
  date of this Agreement                                      10%

Second Anniversary of the
  date of this Agreement                                      10%

Third Anniversary of the
  date of this Agreement                                      10%

Fourth Anniversary of the
  date of this Agreement                                      10%

Fifth Anniversary of the
  date of this Agreement                                      10%

Sixth Anniversary of the
  date of this Agreement                                      10%

Seventh Anniversary of the
  date of this Agreement                                      10%

Eighth Anniversary of the
  date of this Agreement                                      10%

Ninth Anniversary of the
  date of this Agreement                                      10%

Tenth Anniversary of the
  date of this Agreement                                      10%

Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all
of the  Restricted  Shares on the earlier of (i) the  occurrence  of a Corporate
Change  (as  such  term is  defined  in the  Plan),  (ii)  the  date  Employee's
employment  with the Company is  terminated by reason of death,  disability  (as
determined by the Company or employing  subsidiary)  or normal  retirement on or
after age sixty-five or (iii) the date on which  Employee shall become  entitled
to the  severance  benefits set forth in Section 3.3 of that  certain  Executive
Employment  Agreement  by and between  Employee  and the  Company.  In the event
Employee's  employment is terminated for any other reason,  including retirement
prior  to  age  sixty-five  with  the  approval  of  the  Company  or  employing
subsidiary,  the Committee which  administers the Plan (the  "Committee") or its
delegate,  as  appropriate,  may, in the  Committee's  or such  delegate's  sole
discretion,  approve  the  lapse  of  Forfeiture  Restrictions  as to any or all
Restricted Shares still subject to such restrictions, such lapse to be effective
on the date of such approval or Employee's termination date, if later.

                                       2


             (c) Certificates.  A certificate  evidencing the  Restricted Shares
shall be issued by the  Company  in  Employee's  name,  or at the  option of the
Company,  in the name of a nominee of the  Company,  pursuant to which  Employee
shall have voting rights and shall be entitled to receive all  dividends  unless
and until the Restricted Shares are forfeited pursuant to the provisions of this
Agreement.  The  certificate  shall bear a legend  evidencing  the nature of the
Restricted  Shares,  and the Company may cause the  certificate  to be delivered
upon issuance to the Secretary of the Company or to such other depository as may
be  designated  by  the  Company  as a  depository  for  safekeeping  until  the
forfeiture occurs or the Forfeiture  Restrictions lapse pursuant to the terms of
the Plan and this award. Upon request of the Committee or its delegate, Employee
shall deliver to the Company a stock power,  endorsed in blank,  relating to the
Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of
the Forfeiture  Restrictions  without forfeiture,  the Company shall cause a new
certificate or  certificates to be issued without legend in the name of Employee
for the shares upon which Forfeiture  Restrictions  lapsed.  Notwithstanding any
other  provisions of this  Agreement,  the issuance or delivery of any shares of
Stock (whether  subject to  restrictions or  unrestricted)  may be postponed for
such period as may be required to comply  with  applicable  requirements  of any
national  securities  exchange or any  requirements  under any law or regulation
applicable to the issuance or delivery of such shares.  The Company shall not be
obligated  to issue or deliver  any shares of Stock if the  issuance or delivery
thereof  shall  constitute  a violation  of any  provision  of any law or of any
regulation of any governmental authority or any national securities exchange.

         3.  Withholding of Tax.  To  the   extent  that   the  receipt  of  the
Restricted Shares or the lapse of any Forfeiture  Restrictions results in income
to Employee for federal or state income tax purposes,  Employee shall deliver to
the  Company  at the time of such  receipt  or lapse,  as the case may be,  such
amount of money or shares of  unrestricted  Stock as the  Company may require to
meet its withholding  obligation under applicable tax laws or regulations,  and,
if Employee  fails to do so, the Company is authorized to withhold from any cash
or Stock remuneration then or thereafter payable to Employee any tax required to
be withheld by reason of such resulting compensation income.

         4.  Status of Stock.  Employee agrees  that the  Restricted Shares will
not be sold or  otherwise  disposed of in any manner  which would  constitute  a
violation of any  applicable  federal or state  securities  laws.  Employee also
agrees (i) that the  certificates  representing  the Restricted  Shares may bear
such  legend or  legends as the  Company  deems  appropriate  in order to assure
compliance with applicable  securities laws, (ii) that the Company may refuse to
register the transfer of the Restricted  Shares on the stock transfer records of
the  Company  if such  proposed  transfer  would be in the  opinion  of  counsel
satisfactory to the Company constitute a violation of any applicable  securities
law and (iii) that the Company may give  related  instructions  to its  transfer
agent, if any, to stop registration of the transfer of the Restricted Shares.

         5.  Employment Relationship.  For purposes of  this Agreement, Employee
shall be considered  to be in the  employment of the Company as long as Employee
remains an employee of either the Company, any successor corporation or a parent
or subsidiary corporation (as defined in section 424 of the Code) of the Company
or any successor corporation. Any question as to whether and when there has been

                                       3


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

                                       4


                           RESTRICTED STOCK AGREEMENT
                                     (Date)
                                     (Name)
                                    (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.

                                       5