RESTRICTED STOCK AGREEMENT

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

AGREEMENT by and between KBR, Inc., a Delaware corporation (the "Company") and William P. Utt ("Employee") made effective as of the date of the delivery of shares for closing of the initial public offering of the Company (the "Grant Date").

1. Grant of Restricted Stock .

• (a) Stock . Pursuant to the KBR, Inc. 2006 Stock and Incentive Plan (the "Plan"), Employee is hereby awarded 129,410 shares of the Company’s common stock ("Stock"), subject to the conditions of the Plan and this Agreement (the "Restricted Stock").

  (b) Plan Incorporated . Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Stock 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. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2. Terms of Restricted Stock . Employee hereby accepts the Restricted Stock and agrees with respect thereto as follows:

• (a) Forfeiture of Restricted Stock . In the event of termination of Employee’s employment with the Company or any employing Subsidiary of the Company for any reason other than (i) normal retirement on or after age sixty-five, (ii) death or (iii) disability (disability being defined as being physically or mentally incapable of performing either the Employee’s usual duties as an Employee or any other duties as an Employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or except as otherwise provided in the last two sentences of subparagraph (c) of this Paragraph 2, Employee shall, for no consideration, forfeit all Restricted Stock to the extent then subject to the Forfeiture Restrictions (as defined below). The obligation to forfeit and surrender Restricted Stock to the Company upon termination of employment and the prohibition against transfer in Paragraph 2(b) below are herein referred to as "Forfeiture Restrictions."

  (b) Assignment of Award . The Restricted Stock may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions.

  (c) Lapse of Forfeiture Restrictions . The Forfeiture Restrictions shall lapse as to the Restricted Stock in accordance with the following schedule provided that Employee has been continuously employed by the Company or any of its Subsidiaries or by Halliburton Company or any of its subsidiaries from the date of this Agreement through the applicable lapse date.

• Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock on the earlier of (i) the occurrence of a Corporate Change (as such term is defined in the Plan), or (ii) the date Employee’s employment with the Company is terminated by reason of death, disability (as determined above) or normal retirement on or after age sixty-five. 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 Stock still subject to such restrictions, such lapse to be effective on the date of such approval or Employee’s termination date, if later. Notwithstanding anything in this Agreement to the contrary, if Employee becomes entitled to a payment pursuant to Section 3.3 of that certain Executive Employment Agreement with K