Executive Employment Agreement - Halliburton Co. and Robert F. Heinemann


                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Executive Employment Agreement  ("Agreement"),  is entered into by
and  between   Halliburton   Company   ("Employer")  and  Robert  F.  Heinemann,
("Employee"), to be effective on February 28, 2000 (the "Effective Date").

                              W I T N E S S E T H:

         WHEREAS,  Employer is desirous of  employing  Employee  pursuant to the
terms and conditions and for the consideration set forth in this Agreement,  and
Employee is desirous of entering  the employ of Employer  pursuant to such terms
and conditions and for such consideration.

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises,
covenants,  and  obligations  contained  herein,  Employer and Employee agree as
follows:

ARTICLE 1: EMPLOYMENT AND DUTIES:

         1.1.  Employer  agrees to employ  Employee,  and Employee  agrees to be
employed by Employer,  beginning as of the Effective Date and  continuing  until
the date of termination of Employee's  employment  pursuant to the provisions of
Article 3 (the "Term"), subject to the terms and conditions of this Agreement.

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

         1.3.  Employee  shall at all times  comply  with and be subject to such
policies and procedures as Employer may establish from time to time,  including,
without limitation,  the Halliburton Company Code of Business Conduct (the "Code
of Business Conduct").

         1.4.  Employee  shall,  during the period of  Employee's  employment by
Employer,  devote Employee's full business time, energy, and best efforts to the
business  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or
indirectly, in any other business,  investment, or activity that interferes with
Employee's  performance  of  Employee's  duties  hereunder,  is  contrary to the
interest  of  Employer  or any  of its  affiliated  subsidiaries  and  divisions
(collectively,  the  "Halliburton  Entities" or,  individually,  a  "Halliburton
Entity"),  or requires any significant  portion of Employee's business time. The
foregoing  notwithstanding,  the parties  recognize  and agree that Employee may
engage in passive  personal  investments and other business  activities which do
not  conflict  with the  business  and  affairs of the  Halliburton  Entities or

                                      


interfere with Employee's performance of his duties hereunder.  Employee may not
serve on the board of directors of any entity  other than a  Halliburton  Entity
during the Term  without the  approval  thereof in  accordance  with  Employer's
policies and procedures  regarding such service.  Employee shall be permitted to
retain any  compensation  received  for  approved  service  on any  unaffiliated
corporation's board of directors.

         1.5.  Employee  acknowledges  and agrees that Employee owes a fiduciary
duty of  loyalty,  fidelity  and  allegiance  to act at all  times  in the  best
interests of the Employer  and the other  Halliburton  Entities and to do no act
which  would,  directly  or  indirectly,  injure  any  such  entity's  business,
interests, or reputation.  It is agreed that any direct or indirect interest in,
connection with, or benefit from any outside activities, particularly commercial
activities,  which interest might in any way adversely affect  Employer,  or any
Halliburton  Entity,  involves a possible conflict of interest.  In keeping with
Employee's fiduciary duties to Employer, Employee agrees that Employee shall not
knowingly  become  involved  in a conflict  of  interest  with  Employer  or the
Halliburton  Entities,  or upon  discovery  thereof,  allow such a  conflict  to
continue.  Moreover,  Employee  shall not  engage in any  activity  which  might
involve a possible  conflict of interest  without  first  obtaining  approval in
accordance with Halliburton's policies and procedures.

         1.6.  The parties understand  and agree that  Employee will office at a
location  in the  Dallas,  Texas area  until his  daughter  graduates  from high
school.  Thereafter,  Employee  will  office in a  Halliburton  facility  in the
Houston, Texas area.

         1.7.  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
$275,000  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.

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

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

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

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

         2.6.  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 Stock Plan or any
successor stock-related plan adopted by Employer's Board of Directors; provided,
however,  that the foregoing  shall not be construed as a guarantee with respect

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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 notice to Employee,  or by Employee upon thirty (30) days' notice
to Employer, for any or no reason.

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

         (i)      Death.

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

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

         (iv)     Voluntary  Termination.  "Voluntary  Termination" shall mean a
                  termination  of employment in the sole  discretion  and at the
                  election of Employee for other than Good Reason. "Good Reason"
                  shall mean (a) a termination of employment by Employee because
                  of a material breach by Employer of any material  provision of
                  this Agreement which remains  uncorrected for thirty (30) days
                  following  notice of such  breach  by  Employee  to  Employer,

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                  provided such termination  occurs within sixty (60) days after
                  the  expiration of the notice  period or (b) a termination  of
                  employment by Employee  within six (6) months after a material
                  diminution in the nature or scope of Employee's job functions,
                  duties or responsibilities.

         (v)      Termination for Cause. Termination of Employee's employment by
                  Employer for Cause.  "Cause" shall mean any of the  following:
                  (a) Employee's gross  negligence or willful  misconduct in the
                  performance  of the duties and  services  required of Employee
                  pursuant to this Agreement, (b) Employee's final conviction of
                  a felony,  (c) a material  violation  of the Code of  Business
                  Conduct  or (d)  Employee's  material  breach of any  material
                  provision of this  Agreement  which  remains  uncorrected  for
                  thirty (30) days  following  notice of such breach to Employee
                  by Employer.  Determination  as to whether or not Cause exists
                  for  termination of Employee's  employment will be made by the
                  Compensation Committee.

         In the  event  Employee's  employment  is  terminated  under any of the
foregoing circumstances,  all future compensation to which Employee is otherwise
entitled and all future  benefits for which Employee is eligible shall cease and
terminate as of the date of termination, except as specifically provided in this
Section 3.2.  Employee,  or his estate in the case of Employee's death, shall be
entitled to pro rata base salary through the date of such  termination and shall
be entitled to any individual bonuses or individual  incentive  compensation not
yet paid but  payable  under  Employer's  plans for  years  prior to the year of
Employee's termination of employment,  but shall not be entitled to any bonus or
incentive  compensation  for the year in which he  terminates  employment or any
other  payments or  benefits by or on behalf of Employer  except for those which
may be payable  pursuant to the terms of Employer's  employee  benefit plans (as
defined  in  Section  3.4),  stock,  stock  option or  incentive  plans,  or the
applicable agreements underlying such plans.

         3.3.  If Employee's  employment is  terminated  by  Employee  for  Good
Reason or by  Employer  for any reason  other  than as set forth in Section  3.2
above, Employee shall be entitled to each of the following:

         (i)      To the  extent not  otherwise  specifically  provided  in  any
                  underlying   restricted  stock   agreements,  all   shares  of
                  Employer's common stock previously  granted to Employee  under
                  the 1993 Plan, and any similar plan adopted by Employer in the
                  future,  which at  the date of  termination of  employment are
                  subject to  restrictions (the  "Restricted  Shares")  will  be
                  treated in a manner consistent with Employer's  past practices
                  for treatment of Restricted  Shares  held by executives  whose
                  employment  was  involuntarily  terminated  by a  Halliburton
                  Entity for reasons other than Cause, which, in most instances,
                  have been to forfeit  the  Restricted  Shares  and pay to such
                  executive a lump  sum cash payment  equal to the  value of the
                  Restricted  Shares  (based on the closing price of  Employer's

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                  common stock  on the New  York Stock Exchange  on the  date of
                  termination of employment);  although in some cases,  Employer
                  has, in lieu of, or in combination with, the foregoing  and in
                  its  discretion,  caused   the  forfeiture  restrictions  with
                  respect to all or a portion  of the Restricted Shares to lapse
                  and  provided  for  the  retention  of  such  shares  by  such
                  executive.

         (ii)     Subject to the  provisions of Section 3.4,  Employer shall pay
                  to Employee a severance  benefit  consisting  of a single lump
                  sum cash payment equal to two years' of Employee's base salary
                  as  in  effect  at  the  date  of  Employee's  termination  of
                  employment. Such severance benefit shall be paid no later than
                  sixty   (60)  days   following   Employee's   termination   of
                  employment.

         (iii)    Employee  shall  be  entitled  to any  individual  bonuses  or
                  individual  incentive  compensation  not yet paid but  payable
                  under  Employer's  plans  for  years  prior  to  the  year  of
                  Employee's  termination of  employment.  Such amounts shall be
                  paid to Employee  in a single  lump sum cash  payment no later
                  than  sixty  (60) days  following  Employee's  termination  of
                  employment.

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

         3.4.  The  severance  benefit paid to Employee  pursuant to Section 3.3
shall be in consideration of Employee's  continuing  obligations hereunder after
such termination,  including,  without limitation,  Employee's obligations under
Article 4.  Further,  as a condition to the receipt of such  severance  benefit,
Employer,  in its sole  discretion,  may  require  Employee  to first  execute a
release,  in the form established by Employer,  releasing Employer and all other
Halliburton Entities, and their officers, directors, employees, and agents, from
any and all  claims  and  from  any and all  causes  of  action  of any  kind or
character,  including,  but not  limited  to,  all  claims  and causes of action
arising out of Employee's  employment  with  Employer and any other  Halliburton
Entities or the  termination of such  employment.  The performance of Employer's
obligations  under Section 3.3 and the receipt of the severance benefit provided
thereunder by Employee shall  constitute  full settlement of all such claims and
causes of action.  Employee shall not be under any duty or obligation to seek or
accept other employment  following a termination of employment pursuant to which
a  severance  benefit  payment  under  Section  3.3 is owing and the amounts due
Employee  pursuant to Section 3.3 shall not be reduced or  suspended if Employee
accepts   subsequent   employment  or  earns  any  amounts  as  a  self-employed
individual.  Employee's  rights  under  Section  3.3  are  Employee's  sole  and
exclusive  rights against the Employer or its affiliates and the Employer's sole

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and exclusive liability to Employee under this Agreement,  in contract,  tort or
otherwise,  for the  termination of his employment  relationship  with Employer.
Employee  agrees  that  all  disputes  relating  to  Employee's  termination  of
employment,  including,  without  limitation,  any  dispute  as  to  "Cause"  or
"Voluntary  Termination"  and any claims or demands against  Employer based upon
Employee's  employment for any monies other than those specified in Section 3.3,
shall be resolved through the Halliburton Dispute Resolution Plan as provided in
Section 5.6 hereof;  provided,  however,  that  decisions as to whether  "Cause"
exists for termination of the employment  relationship with Employee and whether
and as of what date  Employee has become  permanently  disabled are delegated to
the Compensation  Committee for  determination  and any dispute of Employee with
any such decision shall be limited to whether the Compensation Committee reached
such  decision  in good  faith.  Nothing  contained  in this  Article 3 shall be
construed to be a waiver by Employee of any benefits accrued for or due Employee
under any  employee  benefit  plan (as such term is  defined  in the  Employees'
Retirement  Income  Security  Act of 1974,  as amended)  maintained  by Employer
except that Employee shall not be entitled to any severance benefits pursuant to
any severance plan or program of Employer.

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

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

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

         4.2.  Employee  acknowledges  that the  businesses  of Employer and its
affiliates are highly  competitive and that their  strategies,  methods,  books,
records, and documents,  their technical information  concerning their products,
equipment,   services,   and  processes,   procurement  procedures  and  pricing
techniques,  the names of and other  information  (such as credit and  financial
data)  concerning  their  customers  and  business   affiliates,   all  comprise
confidential business information and trade secrets which are valuable, special,

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

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

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

         4.5.  Employee  has  entered  into a letter  agreement  dated as of the
Effective  Date, a copy of which is attached to this Agreement as Exhibit C (the
"Letter  Agreement").  Employee  acknowledges  that he has received a memorandum
from Lester L. Coleman, Employer's Executive Vice President and General Counsel,
dated as of the  Effective  Date  concerning  protection of the trade secrets of
Employee's prior employer, Exxon Mobil Corporation. A copy of such memorandum is
attached to this  Agreement  as Exhibit D.  Employee  agrees that he will comply
with the terms of the Letter Agreement and the provisions of such memorandum.

ARTICLE 5: MISCELLANEOUS:

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

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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 or  Employer,  as
applicable,  by pre-paid  courier or by United  States  registered  or certified
mail, return receipt requested, postage prepaid, addressed as follows:

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

         If to Employee, to his last known personal residence.

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

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

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

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

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         5.7.  This Agreement  shall be binding upon and inure to the benefit of
Employer, to the extent herein provided, and any other person,  association,  or
entity which may hereafter acquire or succeed to all or substantially all of the
business or assets of  Employer  by any means  whether  direct or  indirect,  by
purchase, merger, consolidation, or otherwise. Employee's rights and obligations
under this Agreement are personal and such rights,  benefits, and obligations of
Employee shall not be  voluntarily  or  involuntarily  assigned,  alienated,  or
transferred, whether by operation of law or otherwise, without the prior written
consent  of  Employer,  other  than in the  case of  death  or  incompetence  of
Employee.

         5.8.  This Agreement  replaces and merges any previous  agreements  and
discussions  pertaining to the subject matter covered  herein.  This  Agreement,
together  with the Letter  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 or in
the Letter Agreement,  and that no agreement,  statement, or promise relating to
the  employment of Employee by Employer that is not contained in this  Agreement
or in the Letter  Agreement shall be valid or binding.  Any modification of this
Agreement  will be  effective  only if it is in writing and signed by each party
whose rights hereunder are affected thereby, provided that any such modification
must be authorized or approved by the Compensation Committee or its delegate, as
appropriate.

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

                                 HALLIBURTON COMPANY


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


                                 EMPLOYEE


                                 /s/ Robert F. Heinemann
                                 ----------------------------------------------
                                     Robert F. Heinemann


                                       10


                                    Exhibit A
                        To Executive Employment Agreement
                         Between Halliburton Company and
                               Robert F. Heinemann

                       NONSTATUTORY STOCK OPTION AGREEMENT
                            Granted February 28, 2000

Grantee:                                        Robert F. Heinemann ("Employee")

Aggregate Number of Shares Subject to Option:   12,000

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

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

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

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

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


                                  PLEASE PRINT

-------------------------------             ----------------------------------
Name (First, Middle Initial, Last)          U.S. Social Security Number
                                            (if applicable)

-------------------------------             ----------------------------------
Address (Street)                            Foreign I.D. (if applicable)

-------------------------------             ----------------------------------
Address (City and State/Province)           Birth Date (Month/Day/Year)

-------------------------------             ----------------------------------
Address (Postal Code, Country)              Name of Employer (Business Unit)

                                            ----------------------------------
United States Citizen:  Yes___  No___       Daytime Phone Number

                                       1


                       NONSTATUTORY STOCK OPTION AGREEMENT
                              TERMS AND CONDITIONS

         AGREEMENT  made  as  of  the  28th  day  of  February,   2000,  between
HALLIBURTON COMPANY, a Delaware corporation (the "Company"), and Employee.

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

         1. Grant of Option.  The Company hereby  irrevocably grants to Employee
the right and option  ("Option")  to  purchase  all or any part of the number of
shares of Stock set forth on the preceding page, on the terms and conditions set
forth herein and in the Plan, which Plan is incorporated  herein by reference as
a part of this Agreement. This Option shall not be treated as an incentive stock
option  within the meaning of section  422(b) of the  Internal  Revenue  Code of
1986, as amended (the "Code").

         2. Purchase Price.  The purchase price of Stock  purchased  pursuant to
the exercise of this Option shall be $35.00 per share, which has been determined
to be not less than the fair  market  value of the Stock at the date of grant of
this  Option.  For all  purposes of this  Agreement,  fair market value of Stock
shall be determined in accordance with the provisions of the Plan.

         3. Exercise of Option. Subject to the earlier expiration of this Option
as herein  provided,  this  Option may be  exercised,  by written  notice to the
Company at its principal executive office addressed to the attention of its Vice
President  and  Secretary,  at any time and from time to time  after the date of
grant hereof,  but, except as otherwise provided below, this Option shall not be
exercisable for more than a percentage of the aggregate number of shares offered
by this  Option  determined  by the  number of full years from the date of grant
hereof to the date of such exercise, in accordance with the following schedule:

                                               Percentage of Shares
             Number of Full Years              That May be Purchased
             --------------------              ---------------------
             Less than    1 year                            0%
                          1 year                       33-1/3%
                          2 years                          67%
                          3 years                         100%

         This Option is not  transferable  otherwise than by will or the laws of
descent and distribution or pursuant to a "qualified  domestic  relations order"
as defined by the Code and may be exercised during  Employee's  lifetime only by
Employee,  Employee's  guardian or legal  representative or a transferee under a
qualified  domestic  relations  order.  Upon any  attempt to  transfer,  assign,
pledge,  hypothecate  or  otherwise  dispose  of this  Option or of such  rights
contrary  to the  provisions  hereof  or in the  Plan,  or upon  the levy of any
attachment or similar  process upon this Option or such rights,  this Option and
such rights shall immediately become null and void. This Option may be exercised
only while Employee remains an employee of the Company, subject to the following
exceptions:

                                       2


                  (a) If Employee's  employment  with the Company  terminates by
         reason of disability  (disability  being defined as being physically or
         mentally  incapable of performing either the Employee's usual duties as
         an  Employee  or any  other  duties  as an  Employee  that the  Company
         reasonably  makes  available  and such  condition  is  likely to remain
         continuously and permanently, as determined by the Company or employing
         subsidiary),  this  Option may be  exercised  in full by  Employee  (or
         Employee's estate or the person who acquires this Option by will or the
         laws of descent and distribution or otherwise by reason of the death of
         Employee) at any time during the period of three years  following  such
         termination.

                  (b) If  Employee  dies  while in the  employ  of the  Company,
         Employee's  estate,  or the person who acquires  this Option by will or
         the laws of descent  and  distribution  or  otherwise  by reason of the
         death of Employee,  may exercise this Option in full at any time during
         the period of three years following the date of Employee's death.

                  (c) If Employee's  employment  with the Company  terminates by
         reason of normal  retirement  at or after age 65,  this  Option  may be
         exercised  by  Employee  at any time  during the  period  ending on the
         Expiration Date (as defined below), but only as to the number of shares
         Employee  was  entitled  to  purchase  on the date of such  exercise in
         accordance  with the schedule set forth above.  In connection  with the
         termination  of  Employee's  employment  with the  Company by reason of
         early retirement,  applicable management of the Company and/or business
         unit may  recommend to the Committee or its  delegate,  as  applicable,
         that this Option be  retained.  In such  event,  the  Committee  or its
         delegate,  as the case may be, shall consider such  recommendation  and
         may, in the Committee's or such delegate's sole discretion, approve the
         retention of this Option following such early retirement, in which case
         the Option may be  exercised  by Employee at any time during the period
         ending  on the  Expiration  Date,  but only as to the  number of shares
         Employee  was  entitled  to  purchase  on the date of such  exercise in
         accordance with the schedule set forth above.  If, after  retirement as
         set forth above,  Employee  should die, this Option may be exercised in
         full by  Employee's  estate (or the person who acquires  this Option by
         will or the laws of descent and  distribution or otherwise by reason of
         the death of the  Employee)  during the period ending on the earlier of
         the Expiration Date or the third  anniversary of the date of Employee's
         death.

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

         This  Option  shall  not be  exercisable  in  any  event  prior  to the
expiration  of six months from the date of grant hereof or after the  expiration
of  ten  years  from  the  date  of  grant   hereof  (the   "Expiration   Date")
notwithstanding  anything hereinabove contained. The purchase price of shares as
to which this Option is exercised  shall be paid in full at the time of exercise
(a) in cash (including  check, bank draft or money order payable to the order of
the Company),  (b) by  delivering  to the Company  shares of Stock having a fair
market value equal to the purchase  price,  or (c) by a  combination  of cash or
Stock.   Payment  may  also  be  made  by  delivery   (including   by  facsimile
transmission)  to the Company of an executed  irrevocable  option exercise form,
coupled with  irrevocable  instructions  to a  broker-dealer  designated  by the
Company to simultaneously sell a sufficient number of the shares as to which the

                                       3


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.

                                       4


         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
                                           President and Chief Operating
                                                 Officer

                                       5


                                    Exhibit B
                        To Executive Employment Agreement
                         Between Halliburton Company and
                               Robert F. Heinemann

                           RESTRICTED STOCK AGREEMENT


         AGREEMENT  made  as  of  the  28th  day  of  February,   2000,  between
HALLIBURTON  COMPANY,  a Delaware  corporation  (the  "Company"),  and Robert F.
Heinemann ("Employee").

         1.   Award.

              (a)  Shares. Pursuant to  the Halliburton  Company 1993 Stock  and
Long-Term Incentive Plan (the "Plan") 5,000 shares (the "Restricted  Shares") of
the Company's common stock, par value $2.50 per share ("Stock"), shall be issued
as  hereinafter  provided in  Employee's  name  subject to certain  restrictions
thereon.

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

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

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

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

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

                                       1


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

Second Anniversary of the
  date of this Agreement                                    10%

Third Anniversary of the
  date of this Agreement                                    10%

Fourth Anniversary of the
  date of this Agreement                                    10%

Fifth Anniversary of the
  date of this Agreement                                    10%

Sixth Anniversary of the
  date of this Agreement                                    10%

Seventh Anniversary of the
  date of this Agreement                                    10%

Eighth Anniversary of the
  date of this Agreement                                    10%

Ninth Anniversary of the
  date of this Agreement                                    10%

Tenth Anniversary of the
  date of this Agreement                                    10%

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

                                       2


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

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

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

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

         6.   Committee's Powers. No provision contained in this Agreement shall
in any way  terminate,  modify or  alter,  or be  construed  or  interpreted  as
terminating, modifying or altering any of the powers, rights or authority vested
in the Committee or, to the extent  delegated,  in its delegate  pursuant to the
terms of the Plan or resolutions adopted in furtherance of the Plan,  including,
without limitation,  the right to make certain determinations and elections with
respect to the Restricted Shares.

                                       3


         7.   Binding Effect.  This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons  lawfully  claiming
under Employee.

         8.   Governing Law. This  Agreement shall be governed by, and construed
in accordance with, the laws of the State of Texas.

         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly
executed by an officer thereunto duly authorized, and Employee has executed this
Agreement, all as of the date first above written.


                                       HALLIBURTON COMPANY



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


                                          -------------------------------
                                           Employee

                                       4


Please Check Appropriate Item (One of the boxes must be checked):

                  I do not desire the alternative tax treatment provided for
        --------  in the Internal Revenue Code Section 83(b).

                  I do desire the alternative tax treatment provided for in
                  Internal Revenue Code Section 83(b) and desire that forms
        --------  for such purpose be forwarded to me.



*        I acknowledge  that the Company has suggested that before this block is
         checked that I check with a tax consultant of my choice.



Please furnish the following information for shareholder records:


-----------------------------                        ------------------------
(Given name and initial must be used                 Social Security Number
 for stock registry)                                 (if applicable)

----------------------------                         ------------------------
                                                     Birth Date
                                                     Month/Day/Year

----------------------------                         ------------------------
                                                     Name of Employer

----------------------------                         ------------------------
Address (Zip Code)                                   Day phone number

United States Citizen:  Yes___ No___

              PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.

                                       5