AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

WHEREAS , Halliburton Company (“ Employer ” or “ Halliburton ”) and Albert O. Cornelison, Jr.  (“ Employee ”) have heretofore entered into that certain Executive Employment Agreement effective on March 3, 2003 (the “ Executive Employment Agreement ”);

WHEREAS , certain provisions in the Executive Employment Agreement require amendment for compliance with Internal Revenue Code section 409A;

NOW, THEREFORE , the Executive Employment Agreement shall be amended, effective as of December 31, 2008 (the “ Effective Date ”), as follows:

1.           Employee’s title in Section 1.2 of the Executive Employment Agreement shall be updated to Executive Vice President and General Counsel, and Employee’s base salary in Section 2.1 of such agreement shall be updated to $565,000 per annum, for all purposes under such agreement.

2.           The following shall be added to the end of Section 2.3 of the Executive Employment Agreement:  “Any reimbursement provided hereunder during one calendar year shall not affect the amount or availability of reimbursements in another calendar year.  Any reimbursement provided hereunder shall be paid no later than the earlier of (i) the time prescribed under Employer’s applicable policies and procedures, or (ii) the last day of the calendar year following the calendar year in which Employee incurred the reimbursable expense.”

3.           The following shall be substituted for the last sentence of Section 3.2(iv) of the Executive Employment Agreement:  “‘Good Reason’ shall mean a termination of employment by Employee because of (a) a material breach by Employer of any material provision of this Agreement, or (b) a material reduction in Employee’s rank or responsibility with Employer, provided that (i) Employee provides written notice to Employer, as provided in Section 5.2 hereof, of the circumstances Employee claims constitute ‘Good Reason’ within ninety (90) calendar days of the first to occur of such circumstances, (ii) such breach remains uncorrected for thirty (30) calendar days following written notice, and (iii) Employee’s term