Executive Employment Agreement - Halliburton Co. and William E. Bradford


                         EXECUTIVE EMPLOYMENT AGREEMENT


         This  Executive  Employment  Agreement  ('Agreement'),   including  the
attached  Exhibits  'A' and 'B',  is  entered  into by and  between  Halliburton
Company,  a Delaware  corporation  having offices at 3600 Lincoln Plaza,  500 N.
Akard Street, Dallas, Texas 75201-3391 ('Employer'), and William E. Bradford, an
individual currently residing at 3835 Potomac, Dallas, Texas 75205 ('Employee'),
to be effective  on the later of the date of execution of this  Agreement by the
parties  hereto or the effective date of the merger  between  Halliburton  N.C.,
Inc. and Dresser  Industries, Inc. (the  'Merger') pursuant to the terms of that
certain  Agreement  and Plan of Merger  (the  'Merger  Agreement')  by and among
Employer,  Halliburton N.C., Inc. and Dresser Industries, Inc. ('Dresser') dated
February 25, 1998 (the 'Effective Date').

                                   WITNESSETH:

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

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

ARTICLE 1:                 EMPLOYMENT AND DUTIES

1.1      Employer agrees to employ Employee,  and Employee agrees to be employed
         by Employer,  beginning as of the Effective Date and  continuing  until
         January 31, 2000 (the 'Term'),  subject to the terms and  conditions of
         this Agreement.

1.2      Beginning on the Effective Date, Employee shall be employed as Chairman
         of the Board of Directors of Employer.  Employee agrees to serve in the
         assigned  position  and  to  perform  diligently  and to  the  best  of
         Employee's  abilities  the duties  and  services  appertaining  to such
         position as  determined  by  Employer,  as well as such  additional  or
         different  duties  and  services  appropriate  to such  position  which
         Employee  from time to time may be  reasonably  directed  to perform by
         Employer.  As of the  Effective  Date,  Employee  shall be elected as a
         member of Employer's  Board of Directors.  Employee  shall at all times
         comply with and be subject to such policies and  procedures as Employer
         may establish from time to time,  including,  without  limitation,  the
         Halliburton Company Code of Business Conduct.

1.3      Employee shall, during the period of Employee's employment by Employer,
         devote Employee's full business time,  energy,  and best efforts to the
         business and affairs of Employer.  Employee may not engage, directly or
         indirectly,  in  any  other  business,  investment,  or  activity  that
         interferes with Employee's  performance of Employee's duties hereunder,
         is contrary to the interests of Employer,  or requires any  significant





         portion of Employee's business time. The foregoing notwithstanding, the
         parties  recognize  and agree  that  Employee  may  engage  in  passive
         personal  investments  and  other  business  activities  which  do  not
         conflict  with the  business  and affairs of the  Employer or interfere
         with Employee's  performance of his duties  hereunder.  In that regard,
         Employee   may  serve  on  the  board  of  directors  of  up  to  three
         unaffiliated corporations of his choice, so long as service on any such
         board  simultaneously with his service on Employer's Board of Directors
         does not  constitute a violation of federal  statutory  provisions,  or
         related rules and regulations, pertaining to interlocking directorships
         and the meeting  times of such boards of directors do not conflict with
         the meeting times of Employer's Board of Directors.  Except as provided
         in the  preceding  sentence,  Employee  may not  serve on the  board of
         directors of any entity other than the Employer during the Term without
         the  approval  of the  Audit  Committee  of  the  Employer's  Board  of
         Directors in accordance  with the  Employer's  policies and  procedures
         regarding  such  service,  which  approval  will  not  be  unreasonably
         withheld.  Employee  shall be  permitted  to  retain  any  compensation
         received for such service on other corporations' boards of directors.

1.4      Employee acknowledges and agrees that Employee owes a fiduciary duty of
         loyalty,  fidelity  and  allegiance  to act at all  times  in the  best
         interests of the  Employer  and to do no act which would  intentionally
         injure Employer's  business,  its interests,  or its reputation.  It is
         agreed that any direct or indirect  interest in,  connection  with,  or
         benefit   from  any   outside   activities,   particularly   commercial
         activities,  which interest might in any way adversely affect Employer,
         or any of its affiliates,  involves a possible conflict of interest. In
         keeping with Employee's  fiduciary duties to Employer,  Employee agrees
         that  Employee  shall not  knowingly  become  involved in a conflict of
         interest with Employer,  or its affiliates,  or upon discovery thereof,
         allow such a conflict  to  continue.  Moreover,  Employee  agrees  that
         Employee shall disclose to the Audit Committee of the Employer's  Board
         of  Directors  any facts  which  might  involve a possible  conflict of
         interest.

1.5      Effective as of the Effective  Date,  Employer and Employee shall enter
         into an Indemnification  Agreement  containing the terms and conditions
         set forth in  Exhibit  A  attached  to,  and  forming  a part of,  this
         Agreement.

ARTICLE 2:                 COMPENSATION AND BENEFITS

2.1      Employee's  base salary during the Term shall be payable at the rate of
         not less than  $925,000.00  per annum which shall be paid in accordance
         with the  Employer's  standard  payroll  practice  for its  executives.
         Employee's  base salary may be  increased  from time to time during the
         Term in a manner  similar to that used to establish  the base salary of
         other members of the Executive Committee of Employer, with the approval
         of the Compensation  Committee of Employer's  Board of Directors.  Such

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         increased  base salary  shall become the minimum base salary under this
         Agreement and may not be decreased during the Term.

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

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

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

2.5      From and after the  Effective  Date,  Employer  shall pay, or reimburse
         Employee,  for all ordinary,  reasonable  and necessary  expenses which
         Employee   incurs  in  performing   his  duties  under  this  Agreement
         including, but not limited to, travel, entertainment, professional dues

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         and  subscriptions,  and all dues,  fees and expenses  associated  with
         membership in various professional, business and civic associations and
         societies of which Employee's  participation is in the best interest of
         Employer.

2.6      While employed by Employer,  Employee shall be allowed to  participate,
         on the same basis generally as other  executive  employees of Employer,
         in  all  general  employee   benefit  plans  and  programs,   including
         improvements or  modifications of the same, which on the Effective Date
         or thereafter  are made  available by Employer to all or  substantially
         all of  Employer's  executive  employees.  Such  benefits,  plans,  and
         programs may include,  without limitation,  medical, health, and dental
         care,  life  insurance,   disability  protection,   and  qualified  and
         non-qualified retirement plans. Except as specifically provided herein,
         nothing in this Agreement is to be construed or interpreted to increase
         or alter in any way the rights,  participation,  coverage,  or benefits
         under  such  benefit  plans or  programs  than  provided  to  executive
         employees  pursuant to the terms and  conditions  of such benefit plans
         and programs.

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

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

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

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


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         b.       Employee  has  93,374   stock  units  in  Dresser's   Deferred
                  Compensation   Plan,  and  Employer   hereby   recognizes  its
                  obligation to perform and pay out such  compensation  pursuant
                  to the terms of such plan.

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

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

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

         f.       Employee is a participant in Dresser's  Retirement Saving Plan
                  and as such receives 'pension  equalizer'  contributions under
                  such plan.  Employer  hereby  acknowledges  its obligations to
                  Employee to maintain such 'pension equalizer' contributions to
                  such  plan,  the  related   nonqualified  savings  plan  or  a
                  successor  plan that will  provide  at least the same level of
                  benefits as the 'pension  equalizer'  arrangement after taking
                  into account any retirement  benefits  provided to Employee by
                  any  plans  or  programs  of  the   Employer  or  any  of  its
                  subsidiaries.

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

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

ARTICLE 3:                 TERMINATION PRIOR TO EXPIRATION OF TERM AND
                           EFFECTS OF SUCH TERMINATION:

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

3.2      If  Employee's  employment  is  terminated  by reason  of a  'Voluntary
         Termination' (as hereinafter defined), the death of Employee, permanent
         disability  of Employee  (as defined in Section 3.1) or by the Employer
         for 'Cause' (as hereinafter defined),  all future compensation to which
         Employee  is  otherwise  entitled  and all  future  benefits  for which
         Employee  is  eligible  shall  cease  and  terminate  as of the date of
         termination, except as specifically provided in this Section 3.2 and in
         Section  3.1(ii).  Employee,  or his  estate in the case of  Employee's
         death,  shall be entitled  to pro rata base salary  through the date of
         such  termination  and shall be entitled to any  individual  bonuses or
         individual  incentive  compensation  not yet  paid  but  payable  under
         Employer's plans for years prior to the year of Employee's  termination
         of  employment,  but shall not be  entitled  to any bonus or  incentive
         compensation for the year in which Employee's  employment is terminated
         or any other  payments or  benefits by or on behalf of Employer  except
         for those which may be payable  pursuant to the terms of  Dresser's  or
         Employer's  employee  benefit plans (as  hereinafter  defined),  stock,
         stock option,  incentive compensation or deferred compensation plans or
         the applicable  agreements  underlying such plans. For purposes of this
         Section 3.2, a 'Voluntary  Termination' of the employment  relationship
         by Employee  prior to expiration of the Term shall be a termination  of
         employment  in the sole  discretion of and at the election of Employee,
         other than (i) a  termination  of  Employee's  employment  because of a
         material breach by Employer of any material provision of this Agreement
         which remains uncorrected for thirty (30) days following written notice
         of such  breach  by  Employee  to  Employer  or (ii) a  termination  of
         Employee's  employment within six (6) months of a material reduction in
         Employee's rank or responsibility  with Employer.  For purposes of this
         Section 3.2, the term 'Cause'  shall mean any of (i)  Employee's  gross
         negligence or willful  misconduct in the  performance of the duties and
         services  required  of  Employee  pursuant  to  this  Agreement;   (ii)
         Employee's final conviction of a felony;  or (iii) Employee's  material
         breach  of any  material  provision  of this  Agreement  which  remains
         uncorrected  for thirty (30) days following  written notice to Employee
         by Employer of such breach.


                                       6



  3.3     If Employee's  employment  is terminated  for any reason other than as
          described in the first  sentence of Section 3.2 above during the Term,
          Employee shall nevertheless  continue to receive his full compensation
          (base  salary and bonus) and  benefits  under this  Agreement  for the
          duration of the Term. The amounts paid pursuant to this Section 3.3 to
          Employee   shall  be  in   consideration   of  Employee's   continuing
          obligations  hereunder  after  such  termination  (including,  without
          limitation,  Employee's non-competition  obligations).  Employee shall
          not be under any duty or obligation to seek or accept other employment
          following a termination of employment pursuant to which payments under
          this  Section 3.3 are owing and the amounts due  Employee  pursuant to
          this Section 3.3 shall not be reduced or suspended if Employee accepts
          subsequent   employment  or  earns  any  amounts  as  a  self-employed
          individual.  If Employee should die while receiving  compensation  and
          benefits  pursuant to this Section 3.3, such compensation and benefits
          shall  be  prorated  through  the  date of his  death  and paid to his
          estate,  but all future  compensation  and  benefits  shall  cease and
          terminate  as of the date of  Employee's  death except for those which
          may be  payable  pursuant  to the  terms of  Dresser's  or  Employer's
          employee benefit plans (as hereinafter defined),  stock, stock option,
          incentive   compensation  or  deferred   compensation   plans  or  the
          applicable agreements  underlying such plans.  Employee's rights under
          this Section 3.3 are Employee's sole and exclusive  rights against the
          Employer  or its  affiliates  and the  Employer's  sole and  exclusive
          liability  to Employee  under this  Agreement,  in  contract,  tort or
          otherwise,  for the  termination of his employment  relationship  with
          Employer.  Employee covenants not to sue or lodge any claim, demand or
          cause of action against Employer based upon Employee's  termination of
          employment  for any monies other than those  specified in this Section
          3.3. If Employee breaches this covenant, Employer shall be entitled to
          recover from Employee all sums expended by Employer  (including  costs
          and attorneys' fees), in connection with such suit,  claim,  demand or
          cause of  action.  Nothing  contained  in this  Section  3.3  shall be
          construed  to be a waiver by Employee of any  benefits  accrued for or
          due Employee under any employee  benefit plan (as such term is defined
          in the Employees'  Retirement Income Security Act of 1974, as amended)
          or any of the benefits, plans or programs provided for in Section 2.09
          hereof  maintained by Dresser or Employer  except that Employee  shall
          not be entitled to any  severance  benefits  pursuant to any severance
          plan or program of Employer.


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

                                       7



  3.5     Termination of the employment  relationship  does not terminate  those
          obligations   imposed   by  this   Agreement   which  are   continuing
          obligations,  including,  without limitation,  Employee's  obligations
          under Articles 4 and 5.

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

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

  4.2     Employee   acknowledges  that  the  businesses  of  Employer  and  its
          affiliates are highly competitive and that their strategies,  methods,
          books, records, and documents,  their technical information concerning
          their  products,  equipment,  services,  and  processes,   procurement
          procedures and pricing techniques,  the names of and other information
          (such as credit and financial  data)  concerning  their  customers and
          business affiliates,  all comprise  confidential  business information
          and trade secrets which are valuable, special, and unique assets which
          Employer,  or its  affiliates  use  in  their  business  to  obtain  a
          competitive   advantage  over  their  competitors.   Employee  further
          acknowledges that protection of such confidential business information
          and  trade  secrets  against  unauthorized  disclosure  and  use is of
          critical  importance  to Employer and its  affiliates  in  maintaining
          their competitive position.  Employee hereby agrees that Employee will
          not, at any time during or after his employment by Employer,  make any
          unauthorized  disclosure of any confidential  business  information or
          trade secrets of Employer, or its affiliates, or make any use thereof,
          except  in  the  carrying  out  of  his  employment   responsibilities
          hereunder.  The  above  notwithstanding,  a  disclosure  shall  not be
          unauthorized  if (i) it is required by law or by a court of  competent
          jurisdiction  or (ii) it is in  connection  with any judicial or other

                                       8



          legal  proceeding in which  Employee's legal rights and obligations as
          an employee or under this Agreement are at issue;  provided,  however,
          that Employee shall, to the extent  practicable and lawful in any such
          events,  give prior  notice to Employer of his intent to disclose  any
          such confidential  business information in such context so as to allow
          Employer an  opportunity  (which  Employee  will not oppose) to obtain
          such  protective  orders or similar relief with respect  thereto as it
          may deem appropriate.

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

  ARTICLE 5:                POST-EMPLOYMENT AND NON-COMPETITION OBLIGATIONS

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

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

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

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


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


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

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


                                       10



  ARTICLE 6:                MISCELLANEOUS

  6.1     For  purposes  of  this  Agreement,  (i)  the  terms  'affiliates'  or
          affiliated' means an entity who directly, or indirectly through one or
          more  intermediaries,  controls,  is controlled by, or is under common
          control  with  Employer or in which  Employer has a 50% or more equity
          interest,  and (ii) any action or  omission  permitted  to be taken or
          omitted  by  Employer  hereunder  shall  only be taken or  omitted  by
          Employer  upon the  express  authority  of the Board of  Directors  of
          Employer or of any Committee of the Board to which authority over such
          matters may have been delegated.

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

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

                   If to Employee, to his last known personal residence.

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

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

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

                                       11



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

  6.7     This  Agreement  replaces  and  merges  any  previous  agreements  and
          discussions pertaining to the subject matter covered herein.  Further,
          this  Agreement  specifically  replaces  and  terminates  that certain
          Employee  Severance  Agreement  between  Employee  and  Dresser  dated
          February 25, 1998. This Agreement  constitutes the entire agreement of
          the parties  with regard to such subject  matter,  and contains all of
          the covenants, promises,  representations,  warranties, and agreements
          between the parties with respect to such subject matter. Each party to
          this  Agreement  acknowledges  that  no  representation,   inducement,
          promise, or agreement,  oral or written, has been made by either party
          with respect to such subject matter, which is not embodied herein, and
          that no agreement, statement, or promise relating to the employment of
          Employee by Employer that is not contained in this Agreement  shall be
          valid or binding. Any modification of this Agreement will be effective
          only if it is in  writing  and  signed  by  each  party  whose  rights
          hereunder are affected  thereby,  provided that any such  modification
          must be authorized or approved by the Board of Directors of Employer.


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

                                       HALLIBURTON COMPANY


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



                                       EMPLOYEE


                                       By: /s/ William E. Bradford
                                           -----------------------------
                                       Name:   William E. Bradford

  Date:  13 May 1998



                                       12


                                  Exhibit A To
                         Executive Employment Agreement
                     By and Between William E. Bradford and
                               Halliburton Company



                            INDEMNIFICATION AGREEMENT


          THIS AGREEMENT is made this day of , 1998, by and between  Halliburton
  Company, a Delaware corporation,  (the 'Company') and William E. Bradford (the
  'Indemnitee').

  A.      The Indemnitee has been requested  to serve, or is presently  serving,
          as a Director and/or an officer of the  Company.  The Company  desires
          the  Indemnitee  to  serve  or to continue to serve in such  capacity.
          The  Company   believes   that   the   Indemnitee's   undertaking   or
          continued   undertaking   of  such responsibilities  is  important  to
          the Company and that the protection  afforded by this  Agreement  will
          enhance  the  Indemnitee's ability to discharge such  responsibilities
          under existing  circumstances.  The Indemnitee is willing,  subject to
          certain conditions  including,  without limitation,  the execution and
          performance   of  this   Agreement  by  the  Company and the Company's
          agreement to provide the Indemnitee at all times the broadest and most
          favorable (to Indemnitee) indemnification  permitted by applicable law
          (whether by legislative  action  or judicial decision), to serve or to
          continue to serve in that capacity.

  B.      In addition to the indemnification to which the Indemnitee is entitled
          under the Restated  Certificate of  Incorporation  of the Company (the
          'Charter') or the By-laws, as amended, of the Company (the 'By-laws'),
          the Company has purchased and currently maintains insurance protecting
          its officers and directors and certain  other persons  (including  the
          Indemnitee) against certain losses arising out of actual or threatened
          actions,  suits or  proceedings  to which such  persons may be made or
          threatened to be made parties ('D&O Insurance').

          NOW, THEREFORE,  for and in consideration of the premises,  the mutual
  promises  hereinafter  set forth,  the  reliance of the  Indemnitee  hereon in
  continuing to serve the Company in his present  capacity and in undertaking to
  serve the Company in any additional  capacity or  capacities,  the Company and
  the Indemnitee agree as follows:

  1.      Indemnification  - General.  The Company  shall  indemnify and advance
          Expenses (as hereinafter defined) to Indemnitee to the fullest extent,
          and only to the extent,  permitted by applicable  law in effect on the
          date  hereof  and  to  such  greater  extent  as  applicable  law  may
          thereafter from time to time permit. The rights of Indemnitee provided
          under the preceding  sentence shall include,  but shall not be limited
          to, the rights set forth in the other Sections of this Agreement.


                                       1



          Although there can be no assurance as to the  continuation  or renewal
          of the D&O  Insurance  or that  any such D&O  Insurance  will  provide
          coverage  for  losses  to which the  Indemnitee  may be  exposed,  the
          Company  will  use  commercially   reasonable  efforts,   taking  into
          consideration  availability  of D&O Insurance in the  marketplace,  to
          continue D&O Insurance in effect at current levels for the duration of
          Indemnitee's service and for six (6) years thereafter.

  2.      Proceedings  Other than Proceedings by or in the Right of the Company.
          Indemnitee shall be entitled to the  indemnification  rights  provided
          in  this  Section  2  if,  by  reason  of  his  Corporate  Status  (as
          hereinafter  defined), he is, or is threatened to be made, a party to,
          or  otherwise  incurs  Expenses in  connection  with, any  threatened,
          pending or completed Proceeding (as hereinafter defined), other than a
          Proceeding  by or in the  right  of  the  Company.  Pursuant  to  this
          Section   2,   Indemnitee   shall   be  indemnified  against Expenses,
          judgments, penalties,  fines and  amounts  paid in settlement actually
          and reasonably  incurred  by him or on his behalf in  connection  with
          such  Proceeding  or any claim issue or matter  therein,  if  he acted
          in good  faith  and in a  manner  he  reasonably  believed  to  be in,
          or  not opposed  to, the  best  interests  of the Company,  and,  with
          respect to any criminal Proceeding, had no reasonable cause to believe
          his conduct was unlawful.

  3.      Proceedings  by or in the Right of the  Company.  Indemnitee  shall be
          entitled to the indemnification rights provided in this Section 3, if,
          by reason of his Corporate Status, he is, or is threatened to be made,
          a party to, or  otherwise  incurs  Expenses in  connection  with,  any
          threatened, pending or completed Proceeding brought by or in the right
          of the  Company to procure a judgment  in its favor.  Pursuant to this
          Section 3, Indemnitee shall be indemnified  against Expenses  actually
          and  reasonably  incurred by him or on his behalf in  connection  with
          such  Proceeding  if he  acted  in  good  faith  and  in a  manner  he
          reasonably believed to be in, or not opposed to, the best interests of
          the Company.  Notwithstanding the forgoing, no indemnification against
          such Expenses  shall be made in respect of any claim,  issue or matter
          in such Proceeding as to which  Indemnitee shall have been adjudged to
          be  liable  to  the  Company  if   applicable   law   prohibits   such
          indemnification;   provided,  however,  that,  if  applicable  law  so
          permits, indemnification  against  Expenses shall nevertheless be made
          by the Company despite such adjudication of liability,  if and only to
          the extent that the Court of Chancery  of the  State of  Delaware,  or
          the  court  in  which   such  Proceeding shall have been brought or is
          pending, shall determine.


                                       2



  4.      Indemnification  for  Expenses  of a Party  Who is  Wholly  or  Partly
          Successful.  Notwithstanding any other provision of this Agreement, to
          the extent that  Indemnitee is, by reason of his Corporate  Status,  a
          party  to and  is  successful,  on the  merits  or  otherwise,  in any
          Proceeding,  he shall be indemnified against all Expenses actually and
          reasonably  incurred by him or on his behalf in connection  therewith.
          If  Indemnitee  is not wholly  successful  in such  Proceeding  but is
          successful on the merits or otherwise, as to one or more but less than
          all claims,  issues or matters in such  Proceeding,  the Company shall
          indemnify  Indemnitee  against all Expenses  actually  and  reasonably
          incurred by him or on his behalf in connection with each  successfully
          resolved  claim,  issue or matter.  For the purposes of this Section 4
          and without limitation,  the termination of any claim, issue or matter
          in such a Proceeding by dismissal, with or without prejudice, shall be
          deemed to be a successful result as to such claim, issue or matter.

  5.      Contribution. In the event that the indemnity contained in Sections 2,
          3 or 4 of  this  Agreement  is  unavailable  or  insufficient  to hold
          Indemnitee  harmless  in  a  Proceeding  described  therein,  then  in
          accordance with the non-exclusivity provisions of the Delaware General
          Corporation Law and the Charter and By-laws,  and separate from and in
          addition to, the  indemnity  provided  elsewhere  herein,  the Company
          shall contribute to Expenses, judgments,  penalties, fines and amounts
          paid in settlement actually and reasonably incurred by or on behalf of
          Indemnitee in connection with such  Proceeding or any claim,  issue or
          matter  therein,  in such  proportion  as  appropriately  reflects the
          relative  benefits  received  by, and fault of, the Company on the one
          hand and Indemnitee on the other in the acts,  transactions or matters
          to which the Proceeding relates and other equitable considerations.

  6.      Procedure for Determination of Entitlement to Indemnification

          (a)  To obtain indemnification under this Agreement, Indemnitee  shall
               submit  to  the   Company  a  written  request,   including  such
               documentation and  information  as  is  reasonably  available  to
               Indemnitee  and is reasonably   necessary  to  determine  whether
               and to what extent Indemnitee  is  entitled  to  indemnification.
               The determination of Indemnitee's entitlement to  indemnification
               shall be made not later than 90 days after receipt by the Company
               of the written request for indemnification.  The Secretary of the
               Company  shall,  promptly upon    receipt  of such a request  for
               indemnification,  advise the Board of   Directors in writing that
               Indemnitee has requested indemnification.

          (b)  Indemnitee's entitlement to indemnification under any of Sections
               2,  3,  4  and 5  of  this  Agreement shall  be determined in the
               specific case: (i) by the Board of Directors  by a majority  vote
               of a quorum of the Board  consisting of  Disinterested  Directors

                                       3



               (as  hereinafter  defined);  (ii)  by  Independent   Counsel  (as
               hereinafter  defined),  in  a  written opinion  if  a  quorum  of
               the  Board  of  Directors   consisting of Disinterested Directors
               is  not  obtainable  or,  even  if  obtainable,  such  quorum  of
               Disinterested Directors so directs; or (iii) by  the stockholders
               of the Company.  If, with  regard to Section 5 of this Agreement,
               such  a  determination  is not permitted by law or if a quorum of
               Disinterested Directors so directs, such  determination  shall be
               made by the Chancery Court of the State of Delaware or the court
               in   which   the   Proceeding   giving  rise  to  the  claim  for
               indemnification is brought.

          (c)  In   the   event   that   the  determination  of  entitlement  to
               indemnification is to be made by Independent  Counsel pursuant to
               Section 6(b) of  this Agreement,  the  Independent  Counsel shall
               be  selected as  provided in this Section 6(c).  The  Independent
               Counsel  shall  be  selected by the Board of  Directors,  and the
               Company  shall give  written  notice  to Indemnitee  advising him
               of   the   identity  of  the  Independent  Counsel  so  selected.
               Indemnitee  may,  within  7 days  after  receipt  of such written
               notice of selection shall have been given, deliver to the Company
               a written  objection  to such  selection.  Such  objection may be
               asserted only  on the  ground  that the  Independent  Counsel  so
               selected does not meet the requirements of 'Independent  Counsel'
               as defined in Section 13 of  this Agreement,  and  the  objection
               shall  set  forth  with particularity  the factual  basis of such
               assertion.  If such written objection  is made,  the  Independent
               Counsel  so  selected  shall be disqualified from acting as such.
               If, within 20 days after submission by  Indemnitee  of  a written
               request for  indemnification  pursuant  to Section  6(a) of  this
               Agreement, no Independent Counsel shall have been selected, or if
               selected  shall have been  objected to, in  accordance  with this
               Section  6(c),  either the Company or Indemnitee may petition the
               Court of Chancery of the State of Delaware for the appointment as
               Independent Counsel of a person selected by such court or by such
               other person as such  court  shall  designate, and the  person so
               appointed shall act as Independent  Counsel under Section 6(b) of
               this Agreement, and the Company shall pay all reasonable fees and
               expenses  incident  to  the  procedures  of  this  Section  6(c),
               regardless of the manner  in whic h such Independent  Counsel was
               selected or appointed.

  7.      Advancement  of Expenses.  The Company  shall  advance all  reasonable
          Expenses incurred by or on behalf of Indemnitee in connection with any
          Proceeding  within  20 days  after the  receipt  by the  Company  of a
          statement or statements  from  Indemnitee  requesting  such advance or
          advances  from  time  to  time,   whether  prior  to  or  after  final
          disposition  of  such   Proceeding.   Indemnitee   shall,  and  hereby
          undertakes to, repay any Expenses  advanced if it shall  ultimately be
          determined that  Indemnitee is not entitled to be indemnified  against
          such Expenses.

                                       4



  8.      Presumptions and Effect of Certain Proceedings. The termination of any
          proceeding  described in any of Sections 2, 3 or 4 of this  Agreement,
          or of  any  claim,  issue  or  matter  therein,  by  judgment,  order,
          settlement  or  conviction,  or upon a plea of nolo  contendere or its
          equivalent,  shall not (except as otherwise expressly provided in this
          Agreement)  of itself  adversely  affect  the right of  Indemnitee  to
          indemnification or create a presumption that Indemnitee did not act in
          good faith and in a manner  which he  reasonably  believed to be in or
          not opposed to the best  interests  of the Company or, with respect to
          any criminal  Proceeding,  that  Indemnitee  had  reasonable  cause to
          believe that his conduct was unlawful.

  9.      Term of  Agreement.  All  agreements  and  obligations  of the Company
          contained  herein  shall  commence  as  of  the  time  the  Indemnitee
          commenced  to serve as a director,  officer,  employee or agent of the
          Company  (or  commenced  to serve at the  request of the  Company as a
          director,   officer,   employee  or  agent  of  another   corporation,
          partnership,  joint  venture,  trust,  employee  benefit plan or other
          enterprise)  and shall  continue  for so long as  Indemnitee  shall so
          serve or shall be, or could become, subject to any possible Proceeding
          in respect of which Indemnitee is granted rights of indemnification or
          advancement of Expenses hereunder.

  10.     Notification   and  Defense  of  Claim.   Promptly  after  receipt  by
          Indemnitee of notice of the commencement of any Proceeding, Indemnitee
          will, if a claim in respect  thereof is to be made against the Company
          under this Agreement,  notify the Company of the commencement thereof;
          but the  omission to notify the  Company  will not relieve it from any
          liability  which it may have to Indemnitee  otherwise  than under this
          Agreement.  With respect to any such Proceeding as to which Indemnitee
          notifies the Company of the commencement thereof:

          (a)  The  Company  will  be entitled to participate therein at its own
               expense.

          (b)  Except as otherwise  provided  below,  to the extent  that it may
               wish, the  Company  jointly  with any  other  indemnifying  party
               similarly  notified  will  be  entitled  to  assume  the  defense
               thereof, with counsel satisfactory  to Indemnitee.  After  notice
               from  the  Company  to Indemnitee  of its  election  so to assume
               the defense thereof, the Company will not be liable to Indemnitee
               under this Agreement for any legal or other Expenses subsequently
               incurred by Indemnitee  in connection  with the  defense  thereof
               other than  reasonable  costs  of  investigation  or as otherwise
               provided below.  Indemnitee shall have the  right  to employ  its



                                       5



               counsel in such  Proceeding  but the fees and Expenses  of  such
               counsel incurred after notice from the Company of  its assumption
               of   the   defense   thereof   shall   be   at  the  expense   of
               Indemnitee unless (i) the employment of counsel by Indemnitee has
               been  authorized by the Company,  or (ii)  Indemnitee  shall have
               reasonably  concluded that  there  may  be a conflict of interest
               between the Company and  Indemnitee in the conduct of the defense
               of such  Proceeding, or (iii) the Company  shall not in fact have
               employed  counsel to assume the  defense of such  Proceeding,  in
               each of which cases the fees and Expenses  of  counsel  shall  be
               at  the  expense  of  the  Company.  The  Company  shall  not  be
               entitled to assume the defense of any  Proceeding  brought  by or
               on behalf of the Company or as  to which  Indemnitee  shall  have
               made the conclusion provided for in (ii) above.

          (c)  The  Company  shall  not be  liable to indemnify Indemnitee under
               this  Agreement  for  any  amounts  paid  in  settlement  of  any
               Proceeding  or claim effected without  its written  consent.  The
               Company  shall   not  settle   any  Proceeding  or  claim  in any
               manner   which   would  impose  any   penalty  or  limitation  on
               Indemnitee without  Indemnitee's  written  consent.  Neither  the
               Company  nor   Indemnitee   will  unreasonably   withhold   their
               consent to any proposed settlement.

  11.     Enforcement

          (a)  The  Company  expressly  confirms  and agrees that it has entered
               into this Agreement and assumed the  obligations  imposed  on  it
               hereby in order to  induce  Indemnitee  to  serve  or continue to
               serve  as  a  director  and/or  officer  of  the   Company,   and
               acknowledges  that  Indemnitee is  relying  upon  this  Agreement
               in serving or continuing to serve in such capacity.

          (b)  In  the  event  Indemnitee  is  required  to  bring any action to
               enforce  rights or to collect  moneys due  under  this  Agreement
               and is successful in such  action,  the  Company shall  reimburse
               Indemnitee   for   all   of   Indemnitee's  reasonable  fees  and
               Expenses in bringing and pursuing such action.

  12.     Non-Exclusivity  of  Rights.  The  rights  of  indemnification  and to
          receive  advancement of Expenses as provided by this  Agreement  shall
          not be deemed exclusive of any other rights to which Indemnitee may at
          any time be entitled under  applicable law, the Charter,  the By-laws,
          any agreement, a vote of stockholders or a resolution of directors, or
          otherwise.

                                       6



  13.     Definitions.  For purposes of this Agreement:


          (a)  'Corporate  Status'  describes  the  status of a person who is or
               was a director,  officer, employee,  agent  or  fiduciary  of the
               Company  or  of   any   other   corporation,  partnership,  joint
               venture,  trust,  employee  benefit  plan  or  other   enterprise
               which  such  person  is  or was  serving  at  the  request of the
               Company.

          (b)  'Disinterested   Director'  means  a  director of the Company who
               is not  and  was  not  at any time a party to the  Proceeding  in
               respect of which indemnification is sought by Indemnitee.

          (c)  'Expenses'   shall   include  all   reasonable  attorneys'  fees,
               retainers,  court costs,  transcript   costs,  fees  of  experts,
               witness  fees,  travel  expenses,   duplicating  costs,  printing
               and  binding   costs,  telephone   charges,   postage,   delivery
               service fees,  and  all  other  disbursements  or Expenses of the
               types   customarily  incurred  in  connection  with  prosecuting,
               defending,  preparing  to  prosecute  or  defend or investigating
               a Proceeding.

          (d)  'Independent Counsel'  means  a law  firm,  or a  member of a law
               firm, that is experienced  in  matters  of  corporation  law  and
               neither presently  is,  nor  in the past  five  years  has  been,
               retained  to represent:  (i) the  Company  or  Indemnitee  in any
               matter material to either  such party or (ii) any other  party to
               the  Proceeding  giving  rise  to a  claim  for   indemnification
               hereunder.  Notwithstanding  the foregoing, the term 'Independent
               Counsel' shall not include any person who,  under the  applicable
               standards  of  professional  conduct then prevailing,  would have
               a  conflict of interest in representing  either  the  Company  or
               Indemnitee  in an action to  determine  Indemnitee's rights under
               this Agreement.

          (e)  'Proceeding'    includes    any   action,    suit,   arbitration,
               alternate   dispute    resolution    mechanism,    investigation,
               administrative hearing  or any  other  proceeding  whether civil,
               criminal, administrative or investigative.

  14.     Severability.   Each  of  the   provisions  of  this  Agreement  is  a
          separate and distinct agreement and independent of the others, so that
          if any provision  hereof shall be held to be invalid or  unenforceable
          for any reason, such invalidity or  unenforceability  shall not affect
          the validity or enforceability of the other provisions hereof.


                                       7



  15.     Governing Law; Binding Effect; Amendment and Termination.

          (a)      THIS  AGREEMENT   SHALL  BE   INTERPRETED   AND  ENFORCED  IN
                   ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,  EXCLUDING
                   ANY CONFLICT-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER TO THE
                   LAWS OF ANOTHER STATE OR COUNTRY.

          (b)      This Agreement  shall be binding upon Indemnitee and upon the
                   Company,  its successors and assigns,  and shall inure to the
                   benefit of Indemnitee,  his heirs,  personal  representatives
                   and assigns and to the benefit of the Company, its successors
                   and assigns.

          (c)      No  amendment,  modification, termination or  cancellation of
                   this Agreement shall be  effective  unless in writing by  the
                   parties.

          The parties have executed this  Agreement as of the day and year first
above written.




                                       HALLIBURTON COMPANY



                                       By:
                                          -----------------------------------
                                             Richard B. Cheney
                                             Chief Executive Officer




                                       By:
                                          -----------------------------------
                                             William E. Bradford
                                             Indemnitee



                                       8


                                  AMENDMENT TO
                         EXECUTIVE EMPLOYMENT AGREEMENT


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

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

                  '1.1 The term of the  Agreement  is from  the  Effective  Date
                  through  January 31,  2000 (the  'Term').  Employer  agrees to
                  employ  Employee,  and  Employee  agrees  to  be  employed  by
                  Employer,   subject  to  the  terms  and   conditions  of  the
                  Agreement;  provided,  however,  that from the Effective  Date
                  through  December 31, 1998,  Employee shall remain an employee
                  of Dresser while performing his duties hereunder.'

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

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

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

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

                                  HALLIBURTON COMPANY


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


                                  EMPLOYEE


                                  /s/ William E. Bradford
                                  ------------------------------------
                                      William E. Bradford





                                  Exhibit C to
                         Executive Employment Agreement
                       By and Between William E. Bradford
                             and Halliburton Company




                           RESTRICTED STOCK AGREEMENT


         AGREEMENT  made  as  of  the  ___  day  of  _________,   1998,  between
HALLIBURTON   COMPANY,  a  Delaware  corporation (the 'Company'), and William E.
Bradford ('Employee').

         1.       Award.

                  (a) Shares. Pursuant to the Halliburton Company 1993 Stock and
Long-Term Incentive Plan (the 'Plan'), and the Executive Employment Agreement by
and between the Company and Employee, 50,000 shares (the 'Restricted Shares') of
the Company's common stock, par value $2.50 per share ('Stock'), shall be issued
as  hereinafter  provided in  Employee's  name  subject to certain  restrictions
thereon.

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

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

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

                  (a) Forfeiture Restrictions.  The Restricted Shares may not be
sold,  assigned,  pledged,  exchanged,  hypothecated  or otherwise  transferred,
encumbered  or  disposed  of to  the  extent  then  subject  to  the  Forfeiture
Restrictions  (as  hereinafter  defined),  and in the  event of  termination  of
Employee's  employment  with the Company or employing  subsidiary for any reason
other than as provided in the last two  sentences  of  subparagraph  (b) of this

                                       1


Paragraph 2, Employee shall,  for no  consideration,  forfeit to the Company all
Restricted Shares to the extent then subject to the Forfeiture Restrictions. The
prohibition  against  transfer  and the  obligation  to  forfeit  and  surrender
Restricted  Shares to the Company  upon  termination  of  employment  are herein
referred to as 'Forfeiture  Restrictions.' The Forfeiture  Restrictions shall be
binding upon and enforceable against any transferee of Restricted Shares.

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

                                                  Percentage of Total
                                                  Number of Restricted Shares
                                                  as to Which Forfeiture
         Lapse Date                               Restrictions Lapse
         ----------                               ----------------------------

First Anniversary of the
  date of this Agreement                                   10%

Second Anniversary of the
  date of this Agreement                                   10%

Third Anniversary of the
  date of this Agreement                                   10%

Fourth Anniversary of the
  date of this Agreement                                   10%

Fifth Anniversary of the
  date of this Agreement                                   10%

Sixth Anniversary of the
  date of this Agreement                                   10%

Seventh Anniversary of the
  date of this Agreement                                   10%

Eighth Anniversary of the
  date of this Agreement                                   10%


                                       2



Ninth Anniversary of the
  date of this Agreement                                   10%

Tenth Anniversary of the
  date of this Agreement                                   10%


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

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

                                       3


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

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

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

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

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

                                       4


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

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


                                      HALLIBURTON COMPANY



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



                                      ----------------------------------
                                              William E. Bradford


                                       5



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

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

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



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



Please furnish the following information for shareholder records:


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

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

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

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

United States Citizen:  Yes___ No___

              PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.


                                       6