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Early Retirement Agreement and Release - Brown & Root Corporate Services Inc. and Tommy E. Knight

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                                EARLY RETIREMENT
                              AGREEMENT AND RELEASE


         This  Early  Retirement  Agreement  and  Release  (the  "Agreement  and
Release") is made and entered into between Tommy E. Knight ("Officer") and Brown
& Root Corporate Services,  Inc. ("BRCSI"),  for and on behalf of itself and its
affiliated companies.  As used herein, "Brown & Root" means BRCSI and all of its
parents,    subsidiary   and   affiliated    companies.    Halliburton   Company
("Halliburton") is the ultimate parent company of Brown & Root.

                                R E C I T A L S:

         WHEREAS, Officer, at various times, has been an employee and officer of
Brown & Root and/or trusts, committees or other entities sponsored or managed by
Brown & Root or Halliburton (collectively,  with Brown & Root, the "Brown & Root
Entities" or, individually, a "Brown & Root Entity"); and

         WHEREAS,  Officer  and  Brown & Root  desire  to set forth the terms of
Officer's continued employment, resignation and early retirement; and

         WHEREAS,  Officer and Brown & Root desire to avoid the  expense,  delay
and  uncertainty  attendant  to  any  claims  which  may  arise  from  Officer's
resignation from Brown & Root and/or any of the other Brown & Root Entities, and
his early retirement; and

         WHEREAS,  Officer  desires to release any claims or causes of action he
may have arising from or relating to his employment or service with Brown & Root
or any of the Brown & Root Entities; and

         WHEREAS,  Brown & Root desires to release  certain  claims or causes of
action it may have arising from or relating to Officer's  employment  or service
with Brown & Root or any of the Brown & Root Entities;

         NOW,  THEREFORE,  for and in  consideration of the mutual covenants and
promises  hereinafter set forth, and for other good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged,  Officer and Brown
& Root hereby agree:

         1.       Continued Employment.

         During the period  from the  Effective  Date (as  hereinafter  defined)
through the close of business on December 31, 1996,  Officer will continue to be
employed  as an  employee  of  BRCSI.  Effective  September  24,  1996,  Officer
voluntarily  resigns as  officer  of Brown & Root and from all other  positions,
posts, offices and assignments with any Brown & Root Entity, including,  without


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limitation, service as a member of the Executive Committee of Halliburton and as
a trustee of the Halliburton Foundation, Inc.

         2.       Early Retirement.

         Officer hereby  voluntarily  resigns from  employment with Brown & Root
and any other  Brown & Root  Entity  effective  as of the close of  business  on
December 31, 1996 and Officer hereby tenders his election of early retirement as
of December 31, 1996 (the "Termination Date").  Officer hereby requests that his
early  retirement be approved by the appropriate  person or committee as, and to
the extent,  required  pursuant to applicable policy and/or any plans of Brown &
Root and  Halliburton  in which he  participates.  Brown & Root  agrees  to seek
approval  or consent  of  Officer's  retirement  as an early  retirement  by the
appropriate  person or committee which may be required under  applicable  policy
and/or  each  of the  plans  of  Brown  &  Root  and  Halliburton  in  which  he
participates.  Officer acknowledges and agrees that (i) from and after September
25,  1996,  he shall have no  authority  to, and shall not, act as an officer of
Brown & Root,  or in any other  capacity for any Brown & Root  Entity,  and (ii)
from and after  January 1, 1997,  he shall have no authority  to, and shall not,
act as an employee of any Brown & Root Entity.

         3.       Brown & Root's Obligations.

                  A.
Salary and Bonus.  Brown & Root shall pay Officer his regular salary at the rate
in effect on September 24, 1996 to the Termination Date. Brown & Root shall also
pay Officer the unpaid amount of Officer's Reward for the 1995 Plan Year and the
amount of any  Reward  which  may be  payable  for the 1996 Plan Year  under the
Halliburton  Company Annual Reward Plan (the "Annual  Reward  Plan"),  with such
amount to be calculated  as if Officer were a member of the Executive  Committee
of Halliburton Company and an officer of Brown & Root through December 31, 1996,
such  payments  to be  made  pursuant  to  the  applicable  Annual  Reward  Plan
provisions.  (Defined  terms  used in the  preceding  sentence  shall  have  the
meanings  ascribed to them in the Annual Award Plan.) All such payments shall be
paid less customary withholding for taxes and applicable  deductions,  and shall
be subject to any elections made by Officer pursuant to the Halliburton Elective
Deferral  Plan.  Officer  acknowledges  that the payments  made pursuant to this
paragraph are in full satisfaction of all wages, benefits and other compensation
owed by any of the Brown & Root Entities to Officer for employment or service to
the Termination Date.

                  B. Early Retirement Payments. Brown & Root shall pay Officer a
lump sum early  retirement  payment in the gross amount of $600,000,  payable on
the  Termination  Date.  Brown & Root shall also pay Officer an additional  lump
early retirement  payment in the gross amount of $300,000,  provided Officer has
complied in full with the Affiliate's Agreement dated July 2, 1996 ("Affiliate's
Agreement") previously  signed  by  Officer,  a  copy of which  is  attached  as


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Exhibit A. No part of the $300,000  early  retirement  payment  shall be paid to
Officer if Officer violates any of the provisions of the Affiliate's  Agreement.
If payment of the additional lump sum early retirement payment of $300,000 is to
be made to  Officer,  it  shall  be  made as soon as  administratively  feasible
following  the  expiration  of  Officer's   obligations  under  the  Affiliate's
Agreement but in no event later than two weeks after that expiration.

         Such payments shall be less  customary  withholding  for taxes.  In the
event that Officer is entitled to severance  payments  pursuant to any severance
plan or program of Brown & Root that cannot be voluntarily  released by Officer,
the payments set forth in this paragraph shall be offset and reduced by any such
payments.

                  C. Vesting of Stock.  Effective with the Termination Date, all
shares of stock issued to Officer under the Halliburton Company Career Executive
Incentive  Stock  Plan (the  "Career  Plan") as to which  restrictions  have not
lapsed  as of the  Termination  Date  shall  be  retained  by  Officer  and  all
restrictions on any shares thus retained shall lapse,  all pursuant to the terms
of the Officer's restricted stock agreements and the Career Plan.

                  D.  Vesting of Stock  Options.  Officer's  rights to the stock
options granted under the Halliburton Company 1993 Stock and Long-Term Incentive
Plan (the "Stock and Long-Term Incentive Plan") shall be governed by the express
terms of the respective  stock option  agreements,  which are dated February 14,
1996,  January 31, 1995,  February 16, 1994,  and May 18, 1993,  and Officer may
exercise such options,  if at all, as permitted by such stock option  agreements
and for the length of time as permitted by such stock option  agreements  for an
employee  whose  employment  with Brown & Root has terminated by reason of early
retirement  with the  consent  of the  Committee  administering  the  Stock  and
Long-Term Incentive Plan or its delegate.

                  E.  Participation  in Retiree  Medical Plan.  Officer shall be
eligible to participate in the  Halliburton  Retiree Medical Plan under the same
terms and conditions as other Brown & Root early retirees.

                  F. SERP Contribution. The sum of $600,000 shall be contributed
to Officer's  Deferred  Compensation  Account in the Halliburton  Company Senior
Executives'  Deferred  Compensation  Plan (the "SERP") as of the end of the 1996
allocation  year.  Upon approval of the  administrative  committee  appointed to
administer the SERP, Officer shall receive the amounts in the accounts under the
SERP in monthly  installments  over a period of ten years with such  payments to
commence in  accordance  with the terms of the SERP.  Thereafter,  the terms and
conditions  of the SERP  shall  govern  Officer's  rights and  obligations  with
respect to all amounts in the SERP.

                  G. TOP FLEX Plan. Brown & Root shall pay Officer any remaining
TOP FLEX  balance as of the  Termination  Date,  subject to the terms of the TOP
FLEX Plan.

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<PAGE>
                  H.  Continuing  Participation  in  Benefit  Plans.  Except  as
otherwise specified in the preceding paragraphs,  from and after the Termination
Date,  Officer shall be entitled to receive the benefits to which he is entitled
under  any  employee  pension  or  welfare  benefit  plan  of  Brown  & Root  or
Halliburton  according  to  its  terms.  In  the  event  of  any  change  in  or
modification  of  any  employee  pension  or  welfare  benefit  plan  after  the
Termination  Date,  including  changes,  if any,  that may effect  reduction  or
termination of benefits,  Officer and any beneficiaries through him in such plan
or plans will be subject to such changes and modifications on the same terms and
conditions as all other participants or beneficiaries,  except as to benefits in
which Officer is fully vested at the time of his termination of employment.

                  I. Reimbursement For Office Rental. Beginning in January 1997,
Brown & Root  shall pay to  Officer  $1,250 a month for  office  expenses  for a
period of  twenty-four  months.  This  payment is to be sent via regular mail to
Officer's  last known  address by no later than the tenth of each month,  unless
otherwise agreed to in writing by Officer and Brown & Root.

                  J.  Indemnification  of  Officer.  Brown & Root,  on behalf of
itself, its officers,  directors, and shareholders ("Releasing Group") agrees to
and shall indemnify and hold harmless Officer,  his agents,  heirs,  successors,
and  representatives,  from and  against any and all  claims,  losses,  damages,
causes of action,  suits, and liability of every kind, including all expenses of
litigation, administrative proceedings,  investigations, court costs, attorneys'
fees and  expenses,  for injury to or death of any person,  or for damage to any
property,  arising out of or in connection  with the work done by Officer in the
course of his employment with Releasing Group.  Such indemnity shall apply where
the claims,  losses,  damages,  causes of action, suits, or liabilities arise in
whole or in part from the negligence of Officer.  It is the expressed  intention
of the parties hereto,  both Officer and the Releasing Group, that the indemnity
provided for in this paragraph is indemnity by Releasing  Group to indemnify and
protect  Officer  from the  consequences  of his own  negligence,  whether  that
negligence is the sole or concurring cause of the injury, death, or damage.

                  K.  Approval by  Compensation  Committee.  This  Agreement and
Release  and  Officer's  retirement  as an early  retirement  is  subject to and
contingent  upon the approval of such actions by the  Compensation  Committee of
the Board of Directors of Halliburton  Company (the  "Compensation  Committee").
Brown & Root agrees to present this Agreement and Release and Officer's  request
for early  retirement to the  Compensation  Committee for approval and shall use
its best efforts to obtain such approvals;  provided, however, that the approval
of Officer's  retirement  as an early  retirement  shall be subject to Officer's
execution and delivery on the Termination Date of the separate release as called
for under Paragraph 11 hereof.  Execution of this Agreement and Release by BRCSI
shall be conclusive evidence that such approvals have been obtained.

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<PAGE>
         4.  Prior  Rights  and   Obligations.   This   Agreement   and  Release
extinguishes  all rights,  if any, which Officer may have, and  obligations,  if
any, which any of the Brown & Root Entities may have,  contractual or otherwise,
relating to the employment or resignation  from employment of Officer with Brown
& Root or any of the other Brown & Root Entities.

         Notwithstanding  the foregoing  provisions of this Paragraph 4, nothing
in this  Agreement and Release shall be  interpreted or applied in such a manner
as to limit, extinguish,  or otherwise adversely affect Officer's rights and the
obligations  of any of the Brown & Root  Entities  under the Stock and Long-Term
Incentive Plan, the Career Plan, the SERP, the TOP FLEX Plan, or the Halliburton
Elective Deferral Plan.  Similarly and notwithstanding the foregoing  provisions
of this  Paragraph 4, this Agreement and Release does not affect any rights that
Officer may have under any qualified plan.

         5. Expenses.  Officer shall, within thirty (30) days of the Termination
Date,  submit all actual,  reasonable and customary  expenses incurred by him in
the  course  of  his  employment   with  proper   documentation,   which,   upon
verification,  Brown & Root shall reimburse  promptly in accordance with Brown &
Root's  reimbursement  policy.  Officer  acknowledges  and agrees that he has no
authority  to incur  any  expenses  after  the  Termination  Date  which are not
authorized by this  Agreement and Release,  and further agrees that Brown & Root
shall have no obligation to reimburse expenses not submitted within the time set
forth above or incurred after the  Termination  Date which are not authorized by
this Agreement and Release.

         6. Company Assets.  Officer hereby  represents and warrants that he has
no claim or right,  title or interest in any property  designated  on any of the
Brown & Root  Entities'  books as the  property  or assets of any of the Brown &
Root Entities.  On or before the  Termination  Date, he shall deliver to Brown &
Root  any  such  property  in his  possession  or  control,  including,  without
limitation, any credit cards furnished by Brown & Root Entities for his use.

         7.  Proprietary  and  Confidential  Information.   In  accordance  with
Officer's existing and continuing  obligations,  Officer agrees and acknowledges
that  the  various  Brown  & Root  Entities  have  developed  and  own  valuable
information  which is  confidential,  unique  and  specific  to the Brown & Root
Entities ("Proprietary and Confidential Information") and which includes without
limitation  financial data, marketing plans, current business and implementation
plans,  and market  surveys  related to the past,  present or currently  planned
business of various of the Brown & Root  Entities.  Except as may be required by
law,  Officer agrees that he will not at any time disclose to others,  permit to
be  disclosed,  use,  permit to be used,  copy or permit to be copied,  any such
Proprietary and Confidential  Information  (whether or not developed by Officer)
without prior written  consent of the Chief  Executive  Officer of Brown & Root,
Inc.  Except as may be required by law,  Officer  further  agrees to maintain in
confidence  any  proprietary  and  confidential  information  of  third  parties
received  or of  which  he has  knowledge  as a result  of his  employment.  The
prohibitions of this Paragraph 7 shall not apply, however, to information in the


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public domain (but only if the same becomes part of the public domain  through a
means other than a disclosure  prohibited  hereunder) or to information which is
generally  known in the  industries in which the Brown & Root Entities  compete.
Notwithstanding  the foregoing  provisions of this  Paragraph 7, nothing in this
Agreement and Release shall prohibit  Officer from being employed as an employee
or consultant by a competitor of the Brown & Root Entities.

         8. Documents. Officer agrees to leave in his office or deliver to Brown
& Root at the  termination  of his  employment  all  correspondence,  memoranda,
notes, records, data or information, analysis, or other documents and all copies
thereof,  made, composed or received by Officer,  solely or jointly with others,
and which are in Officer's possession,  custody or control and which are related
in any manner to the past, present or anticipated business of any of the Brown &
Root Entities. In this regard, Officer hereby grants and conveys to Brown & Root
all right, title and interest in and to, including without limitation, the right
to possess, print, copy, and sell or otherwise dispose of, any reports, records,
papers, summaries,  photographs,  drawings, data, information or other documents
in writing,  and copies,  abstracts  or summaries  thereof,  which may have been
prepared  by  Officer  or under  his  direction  or which may have come into his
possession in any way during the term of his employment  with any of the Brown &
Root  Entities  which  related  in any manner to past,  present  or  anticipated
business  of any of the Brown & Root  Entities.  Notwithstanding  the  foregoing
provisions  of this  Paragraph 8, nothing in this  Agreement  and Release  shall
operate  to  preclude   Officer   from   maintaining   possession   of  personal
correspondence,  commendation  letters,  photographs,  awards, and the like, and
published documents like proxy statements.

         9. Cooperation.  Officer shall cooperate with the Brown & Root Entities
to the extent  reasonably  required in all matters relating to the winding up of
his pending  work on behalf of any Brown & Root Entity and the orderly  transfer
of any such pending work as designated by Brown & Root.  Officer shall take such
further  action and  execute any such  further  documents  as may be  reasonably
necessary or  appropriate  in order to carry out the  provisions and purposes of
this Agreement and Release.  Officer will provide such cooperation  hereunder at
such times and in such locations as are  reasonably  convenient and agreeable to
Officer and Brown & Root.  Brown & Root agrees that,  if it requests  Officer to
devote any time greater than one hour to such request for information  after the
Termination  Date, it shall compensate  Officer for his time at a reasonable and
mutually agreeable rate.

         10. Officer's Representation.  Officer represents,  warrants and agrees
that he has not filed any  claims,  appeals,  complaints,  charges  or  lawsuits
against  any of the  Brown  &  Root  Entities  or  their  respective  employees,
officers,  directors,  shareholders,  agents and representatives  (collectively,
including Brown & Root, the "Brown & Root Parties") with any governmental agency
or court and that he will not file or permit to be filed or accept  benefit from
any claim, complaint or petition filed with any court by him or on his behalf at
any time  hereafter;  provided,  however,  this  shall  not limit  Officer  from
enforcing  his  rights  under  this  Agreement  and  Release.  Further,  Officer


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<PAGE>

represents  and warrants  that no other person or entity has any interest in, or
assignment  of, any claims or causes of action he may have  against  any Brown &
Root Party and which he now releases in their entirety.

         11. Releases.  Officer agrees to release, acquit and discharge and does
hereby  release,  acquit and discharge  Brown & Root, all Brown & Root Entities,
and all Brown & Root Parties,  collectively and  individually,  from any and all
claims and from any and all causes of action, of any kind or character,  whether
now known or not known,  he may have  against  any of them,  including,  but not
limited to, any claim for  benefits,  compensation,  costs,  damages,  expenses,
remuneration,  salary, or wages; and all claims or causes of action arising from
his  employment,  termination  of  employment,  or  any  alleged  discriminatory
employment practices,  including but not limited to any and all claims or causes
of action arising under the Age Discrimination in Employment Act, as amended, 29
U.S.C.  ss.  621,  et seq.  ("ADEA")  and any and all claims or causes of action
arising   under  any  other   federal,   state  or  local  laws   pertaining  to
discrimination  in employment or equal employment  opportunity;  except that the
parties agree that Officer's release,  acquittal and discharge shall not relieve
Brown & Root from its obligations under this Agreement and Release. This release
also applies to any claims brought by any person or agency or class action under
which Officer may have a right or benefit.

         In the event that the  Effective  Date of this  Agreement  and  Release
occurs before Officer's  Termination  Date, as a condition  precedent to Brown &
Root's and  Halliburton's  obligations to consent to Officer's early retirement,
pay the  early  retirement  payment,  make the SERP  contribution,  approve  the
vesting of Officer's  restricted stock and provide any other benefits called for
under  Section 3 above which would not otherwise be payable or receivable in the
absence of this Agreement and Release,  Officer agrees to execute and deliver on
the  Termination  Date a separate  release,  containing  language  substantially
similar to that set forth in the  preceding  paragraph,  in order to release any
claims that may arise between the Effective Date and the Termination Date.

         Brown  &  Root  and  all  Brown  &  Root  Entities,   collectively  and
individually,  agree to release,  acquit and  discharge  and do hereby  release,
acquit and discharge Officer from any and all claims and from any and all causes
of action,  of any kind or  character,  whether now known or not known,  Brown &
Root and the Brown & Root  Entities  may have against  Officer;  except that the
parties  agree  that  Brown & Root's  and the  Brown & Root  Entities'  release,
acquittal  and discharge  shall not apply to any cause of action  arising out of
conduct of the Officer that constitutes  fraud or criminal acts or to any causes
of action that Officer  fraudulently  concealed from Brown & Root or the Brown &
Root Entities.

         12. No Admissions.  Officer  expressly  understands and agrees that the
terms of this Agreement and Release are  contractual and not merely recitals and
that the agreements herein and consideration paid is to compromise  doubtful and
disputed  claims,  avoid  litigation,  and buy peace,  and that no  statement or
consideration given shall be construed as an admission of any claim by any Brown
& Root Party, all such admissions being expressly denied. Moreover, neither this


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Agreement  and  Release  nor  anything in this  Agreement  and Release  shall be
construed to be or shall be  admissible  in any  proceeding as evidence of or an
admission by Brown & Root of any violation of its policies, procedures, state or
federal laws or  regulations.  This  Agreement  and Release may be admitted into
evidence,  however, in any proceeding to enforce the Agreement and Release.  The
parties agree that, should either or both intend to introduce this document into
evidence in such a proceeding,  that they will first jointly  petition the Court
to  admit  the  document   into   evidence   under  an  order   protecting   its
confidentiality to the greatest extent reasonably  possible under the applicable
laws and rules of procedure.

         13.  Enforcement  of Agreement and Release and Dispute  Resolution.  No
waiver or  nonaction  with  respect  to any  breach  by the  other  party of any
provision  of this  Agreement  and  Release,  nor the waiver or  nonaction  with
respect  to any  breach of the  provisions  of  similar  agreements  with  other
employees  shall be  construed to be a waiver of any  succeeding  breach of such
provision,  or as a waiver of the provision itself. Should any provisions hereof
be held to be invalid or wholly or partially unenforceable,  such holdings shall
not  invalidate  or void the remainder of this  Agreement and Release.  Portions
held to be invalid or unenforceable  shall be revised and reduced in scope so as
to be valid and  enforceable,  or, if such is not  possible,  then such  portion
shall be deemed to have been wholly  excluded  with the same force and effect as
if they had never been included herein.

         It is the  mutual  intention  of  the  parties  to  have  any  disputes
concerning this Agreement and Release  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 Brown & Root Dispute  Resolution  Program.
The parties each  recognize  that in the event any breach of this  Agreement and
Release  is  alleged  against  one of the  parties,  the  other  party  shall be
entitled,  if it so elects,  to institute and prosecute  proceedings  related to
such alleged breach  through the Brown & Root Dispute  Resolution  Program.  The
parties agree that such  resolution of any dispute  through the program shall be
binding and final.

         14. Choice of Law. This  Agreement and Release 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 conflict of law, unless  preempted by
federal  law, in which case  federal law shall  govern,  except that the Federal
Arbitration  Act shall govern in all respects  with regard to the  resolution of
disputes hereunder.

         15. Merger. This Agreement and Release supersedes,  replaces and merges
all previous agreements and discussions  relating to the same or similar subject
matters between  Officer and Brown & Root and  constitutes the entire  agreement
between  Officer  and Brown & Root with  respect to the  subject  matter of this
Agreement  and  Release.  This  Agreement  and  Release  may not be  changed  or
terminated  orally,  and no change,  termination or waiver of this Agreement and


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Release or any of the provisions  herein  contained shall be binding unless made
in writing  and signed by all  parties,  and in the case of Brown & Root,  by an
authorized officer of BRCSI.

         16.  Confidentiality.  Officer agrees that, following execution of this
Agreement  and  Release,   he  will  not  disclose  the  terms  thereof  or  the
consideration  for it received from Brown & Root,  to any other  person,  except
Officer's  spouse,  attorney or financial  advisors,  and, only on the condition
that such other person agrees to keep such  information  strictly  confidential.
The foregoing obligations of confidentiality shall not apply to information that
is  required  to be  disclosed  as a  result  of any  applicable  law,  rule  or
regulation  of any  governmental  authority  or any court.  Notwithstanding  the
foregoing  provisions of this  Paragraph 16, this Agreement and Release does not
preclude  Officer  from  revealing to  prospective  or  subsequent  employers or
business  associates  his  legal  obligations  to Brown & Root as  contained  in
Paragraph 7 of this Agreement and Release.

         17.      ADEA Rights.  Officer acknowledges and agrees:

                  (a)    that he has at least twenty-one days to review
                  this Agreement and Release before accepting;

                  (b)    that he has been advised in writing by Brown &
                  Root to consult with an attorney  regarding the terms
                  of this Agreement and Release;

                  (c)    that, if he accepts this Agreement and Release,
                  he has seven days  following  the  execution  of this
                  Agreement  and Release to revoke this  Agreement  and
                  Release.

         18. Agreement and Release  Voluntary.  Officer  acknowledges and agrees
that he has  carefully  read this  Agreement and Release and  understands  that,
except as expressly  reserved herein,  it is a release of all claims,  known and
unknown,  past or present  including all claims under the Age  Discrimination in
Employment  Act. He further  agrees that he has entered into this  Agreement and
Release  for the  above  stated  consideration.  He  warrants  that he is  fully
competent to execute  this  Agreement  and Release  which he  understands  to be
contractual. He further acknowledges that he executes this Agreement and Release
of his own free will, after having a reasonable period of time to review,  study
and  deliberate  regarding  its meaning and effect,  and after being  advised to
consult an attorney,  and without reliance on any  representation of any kind or
character not expressly set forth herein.  Finally,  he executes this  Agreement
and Release  fully  knowing  its effect and  voluntarily  for the  consideration
stated above.

         19.      Effective Date.  The Effective Date shall be 10 days after the
execution of this  Agreement and Release by Officer and BRCSI  provided  Officer
has not exercised his right of revocation pursuant to Paragraph 17(c) above.

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<PAGE>

         20.      Headings.  The section  headings  contained herein are for the
purpose of convenience only and are not intended to define or limit the contents
of such sections.

         IN WITNESS WHEREOF,  the parties have caused this Agreement and Release
to be  executed  in  multiple  counterparts,  each of which  shall be  deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.


11/5/96                                    /s/ T. E. Knight
-----------------                         -------------------------------------
Date                                       TOMMY E. KNIGHT


                                           The  undersigned  is  an  officer  of
                                           Brown & Root Corporate Services, Inc.
                                           and is  authorized  to  execute  this
                                           Agreement  and  Release  on behalf of
                                           Brown & Root Corporate Services, Inc.
                                           and Brown & Root.

                                           BROWN & ROOT CORPORATE SERVICES, INC.


11/6/96                                    By:  /s/ David J. Lesar
-----------------                          -------------------------------------
Date                                       Name:  David J. Lesar
                                           Title: President and Chief Executive
                                                   Officer


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                                                               EXHIBIT A


                              AFFILIATE'S AGREEMENT


                                  July 2, 1996



Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas  75201-3391

Ladies and Gentlemen:

         The  undersigned  has been advised  that,  as of the date  hereof,  the
undersigned  may be  deemed  to be an  "affiliate"  of  Halliburton  Company,  a
Delaware  corporation  (the  "Acquiror"),   as  that  term  is  defined  in  the
Regulations of the Commissions under the Securities Act.

         The  undertakings  contained in this  Affiliate's  Agreement  are being
given by the undersigned in connection  with that certain  Agreement and Plan of
Merger by and among Acquiror,  Halliburton Acq. Company, a newly formed Delaware
corporation and a wholly-owned  Subsidiary of Acquiror  ("Newco"),  and Landmark
Graphics  Corporation,  a Delaware  corporation (the "Company") dated as of June
30, 1996 (the "Merger Agreement"), providing for, among other things, the merger
of the Company with and into Newco (the  "Merger").  Capitalized  terms used but
not defined  herein are defined in Annex A to the Merger  Agreement and are used
herein with the same meanings as ascribed to them therein.

         The  undersigned  understands  that  the  Merger  will be  treated  for
financial  accounting  purposes as a "pooling of interests"  in accordance  with
generally  accepted  accounting  principles and that the staff of the Commission
has issued certain  guidelines that should be followed to ensure the application
of pooling of interests accounting to the transaction.

         In consideration  of the agreements  contained  herein,  the Acquiror's
reliance on this letter in connection  with the  consummation  of the Merger and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby represents,  warrants and agrees
that the undersigned  will not make any sale,  transfer or other  disposition of
(i)  Company  Common  Stock  during the period  from the date  hereof  until the
earlier of the Effective Time and the termination of the Merger Agreement (which
period, if the Merger is consummated,  will be greater than thirty (30) days) or


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(ii) Acquiror Common Stock owned by the undersigned until such time as financial
statements that include at least thirty (30) days of combined  operations of the
Company and the  Acquiror  after the Merger shall have been  publicly  reported,
unless the undersigned  shall have delivered to the Acquiror,  prior to any such
sale, transfer or other disposition, a written opinion from Arthur Andersen LLP,
independent public  accountants for the Acquiror,  or a written no-action letter
from  the  accounting  staff  of the  Commission,  in  either  case in form  and
substance reasonably satisfactory to the Acquiror, to the effect that such sale,
transfer or other  disposition  will not cause the Merger not to be treated as a
"pooling of interests"  for  financial  accounting  purposes in accordance  with
generally accepted accounting principles and the Regulations of the Commission.

         If you are in  agreement  with the  foregoing,  please so  indicate  by
signing below and returning a copy of this letter to the  undersigned,  at which
time this letter shall become a binding agreement between us.

                                      Very truly yours,


                                      By:   /s/ T. E. Knight
                                            ------------------------   
                                            Name:  Tommy E. Knight
                                            Title:  President and
                                                     Chief Executive Officer
                                            Date:  July 9, 1996
                                            Address:  Brown & Root, Inc.
                                                      4100 Clinton Drive
                                                      Houston, Texas 77020-6299
ACCEPTED this 10th day
of July, 1996

HALLIBURTON COMPANY


By:   /s/ Susan S. Keith
      ------------------------------
      Name:  Susan S. Keith
      Title: Vice President and Secretary