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Executive Employment Agreement - Halliburton Co. and Albert O. Cornelison Jr.


         This Executive Employment Agreement  ("Agreement"), is entered  into by
and between  Halliburton  Company  ("Employer" or  "Halliburton")  and Albert O.
Cornelison, Jr. ("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


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

         1.2. Beginning as of the Effective Date, Employee  shall be employed as
Vice President and General Counsel 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.


         2.1. Employee's  base salary  during  the Term  shall be  not less than
$332,000  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,
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

         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.


         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  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.


         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 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

         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.


         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
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.


         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

         If to Employee, to his last known personal residence.

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


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

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

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

         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

         5.8. This Agreement replaces  and merges  any  previous  agreements and
discussions  pertaining to the subject  matter  covered  herein.  This Agreement
constitutes  the entire  agreement  of the  parties  with regard to the terms of
Employee's  employment,  termination of employment and severance  benefits,  and
contains  all of  the  covenants,  promises,  representations,  warranties,  and
agreements between the parties with respect to such matters.  Each party to this
Agreement   acknowledges  that  no  representation,   inducement,   promise,  or
agreement,  oral or written,  has been made by either  party with respect to the
foregoing  matters  which  is  not  embodied  herein,  and  that  no  agreement,


statement, or promise relating to the employment of Employee by Employer that is
not contained in this Agreement shall be valid or binding.  Any  modification of
this  Agreement  will be  effective  only if it is in writing and signed by each
party whose  rights  hereunder  are  affected  thereby,  provided  that any such
modification must be authorized or approved by the Compensation Committee or its
delegate, as appropriate.

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

                                  HALLIBURTON COMPANY

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


                                  /s/ Albert O. Cornelison, Jr.
                                  Albert O. Cornelison, Jr.

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