Executive Employment Agreement - Halliburton Co. and Weldon J. Mire


                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive  Employment Agreement ("Agreement"),  is entered into by
and between Halliburton Company ("Employer" or "Halliburton") and Weldon J. Mire
("Employee"), as of May 15, 2002 (the "Effective Date").

                              W I T N E S S E T H:

         WHEREAS, Employee is currently employed by Employer; and

         WHEREAS, Employer is  desirous of continuing the employment of Employee
after the  Effective  Date  pursuant  to the terms  and  conditions  and for the
consideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of
continuing in 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--Human  Resources 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 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
$200,000  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. 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,

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business and civic  organizations;  provided that such expenses are incurred and
accounted for in accordance with Employer's applicable policies and procedures.

         2.4. 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.

         2.5. 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.

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

ARTICLE 3: TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:

         3.1. Employee's employment  with Employer  shall be terminated (i) upon
the death of Employee, (ii) upon Employee's Retirement (as defined below), (iii)
upon Employee's  Permanent Disability (as defined below), or (iv) at any time by
Employer upon written notice to Employee,  or by Employee upon thirty (30) days'
written notice to Employer, for any or no reason.

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

         (i)    Death.

         (ii)   Retirement.  "Retirement"  shall   mean  either  (a)  Employee's
                retirement at or after normal retirement age (either voluntarily
                or  pursuant  to  Halliburton's  retirement  policy)  or (b) the

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                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 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 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.

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         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   incentive
                compensation earned under the Halliburton Annual Performance Pay
                Plan, or  any successor  annual incentive  plan approved  by the
                Compensation  Committee, for  the year of Employee's termination
                of employment determined as if Employee had remained employed by
                the Employer for  the entire year. Such amounts shall be paid to
                Employee at the time that  such amounts  are  paid to  similarly
                situated employees.

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

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

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

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

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

         4.2. Employee  acknowledges  that  the  businesses  of Employer and its
affiliates  are highly  competitive  and  that their strategies, methods, books,
records,  and documents, their technical information  concerning their products,
equipment,  services,   and  processes,   procurement  procedures   and  pricing
techniques, the names of  and other information  (such as  credit  and financial
data)  concerning   their  customers  and   business  affiliates,  all  comprise
confidential business information and trade secrets which are valuable, special,
and  unique assets  which Employer  or its  affiliates  use in their business to
obtain  a  competitive  advantage  over   their  competitors.  Employee  further
acknowledges that protection of such confidential business information and trade
secrets against  unauthorized disclosure  and use  is of  critical importance to
Employer and its affiliates in maintaining their competitive  position. Employee
hereby agrees that Employee will not, at any time during or after his employment

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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 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.

         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.

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

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

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

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

         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

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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/ Weldon J. Mire       
                                  ----------------------------------------------
                                  Weldon J. Mire

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