HALLIBURTON CO
8-K, EX-20, 2000-08-22
HEAVY CONSTRUCTION OTHER THAN BLDG CONST - CONTRACTORS
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FOR IMMEDIATE RELEASE                Contact:  Guy T. Marcus
August 16, 2000                                Vice President-Investor Relations
                                               (214) 978-2691


                 HALLIBURTON ANNOUNCES TERMS OF CHENEY DEPARTURE

         DALLAS,  Texas - Halliburton Company (NYSE:HAL) announced the following
terms relating to Dick Cheney's  departure  from the company which were approved
by  its  board of  directors  in  a  special  meeting  held  on  July 25,  2000.

         o Mr. Cheney will  resign as  the  company's chairman  of the board and
           chief executive officer effective today.
         o Mr. Cheney is over  age 55 and qualifies  for  early retirement under
           the company's long-standing retirement policy applicable to all U. S.
           employees.  His  resignation will  be treated  as an early retirement
           for benefit and compensation plan purposes.
         o Mr. Cheney  elected to  resign.  No severance  benefits  will be paid
           under his executive employment agreement.
         o In connection with his  early retirement,  the board has approved Mr.
           Cheney retaining his previously granted and outstanding stock options
           on  a  total  of  1,160,000  shares of  Halliburton  common  stock as
           permitted  by  the  agreements covering  six  separate  stock  option
           grants.  Currently,  400,000  of  the  1,160,000  option  shares  are
           unvested.  Under  the  terms  of  his stock  option  agreements,  his
           unvested  options will continue to vest in accordance with the normal
           three-year  vesting schedule.  Each  grant has a 10-year term and the
           options under each grant will be  exercisable until expiration of the
           applicable term.  Mr. Cheney's  options  were  granted with  exercise
           prices equal to the market price of Halliburton's common stock on the
                                   - more -


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         Halliburton Company                        page 2

           date of each option grant.  The prices  that Mr. Cheney  must pay  to
           exercise the options range from $21.00 to $54.00 per share.
         o The board also approved the lapse  of restrictions on  140,000 shares
           of  previously   granted  restricted   Halliburton  common  stock  in
           accordance with  the terms of  the  agreements governing the grant of
           these shares.
         o Pursuant to  the provisions  of  the company's annual incentive plan,
           the board has approved Mr. Cheney receiving a prorated portion of any
           annual incentive payment which may  be earned for the 2000 plan year.
         o Mr. Cheney will  be entitled to  standard retirement  benefits  under
           Halliburton's qualified retirement and  savings  plan,  which  is  an
           account balance plan, not a pension plan.
         o Mr.  Cheney  will  not  receive  a  supplemental  retirement  benefit
           contribution for the 2000 plan year.

         These  actions  follow  Halliburton's  early  retirement  practices  in
connection with the retirement of other senior  executives in recent years.  The
company will record  approximately  $8.5 million of one-time  expense during the
third quarter of 2000 related to all the items listed above.
         Dave Lesar, who today succeeds Cheney as Halliburton's  newly appointed
chairman, president and chief executive officer, said, "Dick Cheney has provided
Halliburton with outstanding  leadership during his five years with Halliburton.
He  has  worked  together  with  the  management  team  to  establish  corporate
strategies  that have  strengthened  the company's  technological  and worldwide
presence.  Halliburton has benefited from internal  restructuring programs and a
number of strategic acquisitions,  such as Dresser Industries, Landmark Graphics
Corporation  and  NUMAR  Corporation.   Halliburton's   shareholders  also  have
benefited from a 150 percent increase in the value of Halliburton's common stock
price during Dick Cheney's tenure."
                                    - more -



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Halliburton Company                               page 3

         Halliburton  Company,  founded in 1919, is the world's largest provider
of products and services to the  petroleum  and energy  industries.  The company
serves its  customers  with a broad range of products and  services  through its
Energy Services Group and Engineering and Construction  Group business segments.
The company's World Wide Web site can be accessed at http://www.halliburton.com.
                                      ###




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