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

Halliburton and Cris Gaut, formerly President - Drilling and Evaluation division, have entered into a Resignation, General Release and Settlement Agreement effective as of April 8, 2009. The agreement amends and supplements the Executive Employment Agreement between Halliburton and Mr. Gaut. Under the agreement, Mr. Gaut has resigned as an executive officer of Halliburton and from other positions with Halliburton's affiliates effective March 31, 2009 and will take early retirement on August 1, 2009. As of August 1, 2009 he will receive:
(a) his regular salary through that date, (b) a lump sum payment equal to two years' annual base salary, (c) retention of all shares of Halliburton common stock previously granted to him under the Halliburton Company 1993 Stock and Incentive Plan (the "1993 Plan"), (d) retention of all option shares granted under the 1993 Plan, subject to their existing vesting schedules, (e) retirement benefits payable under Halliburton's Supplemental Executive Retirement Plan and Benefit Restoration Plan, (f) payments of $15,000 for outplacement services, $10,000 for financial planning assistance, and $2,650 for an executive physical, and (g) retirement and welfare plan benefits provided to employees generally. Mr. Gaut will be eligible to receive incentive compensation under Halliburton's Annual Performance Pay Plan, to the extent performance targets are achieved, for all of 2009, at the same time as any payments are made to other eligible participants under the plan. Mr. Gaut will also be eligible to receive pro-rata benefits under Halliburton's Performance Unit Program, to the extent performance targets are achieved, for the 2007, 2008, and 2009 cycles if he completes a three-year non-competition and non-solicitation agreement.

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