Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2008, Halliburton entered into an Executive Agreement with Lawrence J. Pope, Executive Vice President of Administration and Chief Human Resources Officer. Mr. Pope's agreement provides for annual base salary of $400,000, participation in the Annual Performance Pay Plan, Performance Unit Program, awards under the 1993 Plan, as well as other employee benefit plans and programs on the same basis generally as other executive employees.

In addition, the Executive Agreement provides that if Mr. Pope's employment is terminated for Good Reason as defined therein or for any reason other than death, early or normal retirement, permanent disability, voluntary termination of employment for other than Good Reason, or for cause, he will receive, as consideration for a two-year non-competition and non-solicitation agreement, (1) a single lump sum payment equal to two year's base salary and (2) a single lump sum payment equal to the value of his unvested shares of Halliburton common stock based on the closing price on the New York Stock Exchange on the date of his termination of employment or the last business day immediately preceding the date of termination of employment.

Mr. Pope's Executive Agreement is attached to this report as Exhibit 10.1.

Effective as of December 31, 2008, Halliburton entered into amendments to the existing employment agreements of the following executive officers to update their titles and base salary and to satisfy certain payment timing provisions under Internal Revenue Code section 409A as follows: Albert O. Cornelison, Jr., Executive Vice President and General Counsel, base salary $565,000 per annum; C. Christopher Gaut, President, Drilling and Evaluation Division, base salary $600,000 per annum; and Mark A. McCollum, Executive Vice President and Chief Financial Officer, base salary $600,000 per annum.

A form of amendment is attached to this report as Exhibit 10.2.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

10.1 Lawrence Pope Executive Agreement.

10.2 Form of Amendment to Executive Employment Agreement.

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