HALLIBURTON CO
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit10_2.txt
<TEXT>
                               HALLIBURTON COMPANY
                        2002 EMPLOYEE STOCK PURCHASE PLAN

         1.   Purpose. The HALLIBURTON COMPANY 2002 EMPLOYEE STOCK PURCHASE PLAN
(the  "Plan") is intended to provide an  incentive  for  eligible  employees  of
HALLIBURTON  COMPANY (the "Company") and certain of its  subsidiaries to acquire
or increase a proprietary interest in the Company through the purchase of shares
of the Company's  common stock.  The Plan is intended to qualify as an "employee
stock purchase plan" under Section 423 of the Internal  Revenue Code of 1986, as
amended (the "Code").  The provisions of the Plan shall be construed in a manner
consistent with the requirements of that section of the Code.

         2.   Definitions.  Where  the following  words and  phrases are used in
the Plan,  they shall have the respective  meanings set forth below,  unless the
context clearly indicates to the contrary:

              "Board" means the Board of Directors of the Company.

              "Committee" means the Board or a committee of members of the Board
         appointed by the Board to administer this Plan.

              "Company" means  Halliburton Company  and, where required  by  the
         context, shall include any Participating Company.

              "Corporate  Change" means  one of the  following  events:  (i) the
         merger, consolidation, or  other reorganization of the Company in which
         the  outstanding Stock is converted  into or exchanged for  a different
         class of securities of the Company, a class of  securities of any other
         issuer (except a  direct  or indirect  wholly owned  subsidiary  of the
         Company), cash or  other property;  (ii) the sale, lease or exchange of
         all  or substantially  all of the assets  of the Company  to any  other
         corporation  or  entity  (except  a  direct  or  indirect  wholly owned
         subsidiary  of the  Company); or (iii) the adoption by the stockholders
         of the Company of a plan of liquidation or dissolution.

              "Eligible Compensation" means  an employee's regular straight-time
         earnings or  base  salary,  determined  before  giving  effect  to  any
         elective salary reduction or deferral agreements and including vacation
         and sick time, but excluding overtime, incentive compensation, bonuses,
         special  payments,  commissions,  severance pay,  short-term disability
         pay,  long-term   disability  pay,   geographical  coefficients,  shift
         differential and any other items of compensation.

              "Eligible  Employee" means,  as  of  each  Enrollment  Date,  each
         employee of  the Company  or a  Participating Company  who,  as of such
         Enrollment Date, has  completed a  six-month period of service with the
         Company  and/or its  Subsidiaries (service  with a n acquired entity or
         operation  shall be  credited  for  this  purpose),  but  excluding (i)
         employees  who  are  employed  in  a  foreign  country  whose  laws  or
         regulations effectively  prohibit participation  in  the  Plan and (ii)
         employees who are customarily employed by the Company less  than twenty
         (20)  hours per week or less than five (5) months in any calendar year.
         Additionally, the  Committee may also determine that a designated group
         of highly compensated  employees are  ineligible to  participate in the
         Plan  so long  as the  group fits  within  the  definition  of  "highly
         compensated employee" in Code Section 414(q).

              "Enrollment Date" means the first day of each Purchase Period.

              "Exchange  Act" means  the Securities  Exchange  Act  of 1934,  as
         amended.

              "Fair Market  Value" shall  mean the  closing price for a share of
         Stock  on the  New York  Stock Exchange  (or if  the Stock  is not then
         listed  on such exchange,  such other  national securities  exchange on
         which the Stock is then listed) for the last Trading Day on the date of
         such determination, as reported on the New York Stock Exchange (or such
         other national securities exchange) Composite Tape or such other source

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         as the  Committee deems reliable,  or if no prices are reported on that
         date, on the last preceding date on which such prices are so reported.

              "Participating  Company"  means  any  present   or  future  parent
         corporation or Subsidiary of the Company  that participates in the Plan
         pursuant to paragraph 4.

              "Purchase  Date"  means  the  last  Trading  Day  of each Purchase
         Period.

              "Purchase  Period"  means a  period  of  approximately  six months
         beginning  on  (i) the  first Trading  Day on or  after each July 1 and
         ending on  the last  Trading Day  in the  period ending  the  following
         December 31, or (ii) the  first Trading Day on  or after each January 1
         and ending  on the last Trading Day in the period  ending the following
         June 30. The first Purchase Period shall begin on the first Trading Day
         on or after July 1, 2002. The Committee shall have  the power to change
         the  duration of  Purchase Periods  (including the  commencement  dates
         thereof) with respect to future offerings without stockholder  approval
         if such change is announced at least  five days prior  to the scheduled
         beginning of the first Purchase Period to be affected thereafter.

              "Purchase Price"  means an amount  equal to 85% of the Fair Market
         Value  of a share  of Stock on  the Enrollment  Date or on the Purchase
         Date, whichever  is lower, subject to  adjustment pursuant to paragraph
         13.

              "Stock"  means  the  Company's  common  stock, par value $2.50 per
         share.

              "Subsidiary" means a  corporation, domestic or foreign, which is a
         "subsidiary"  of the  Company, as  defined in  section  424(f)  of  the
         Code, whether  or not such corporation exists or is hereafter organized
         or acquired by the Company or a subsidiary.

              "Trading Day"  means a  day on which  the principal national stock
         exchange on which the Stock is traded is open for trading.

         3.   Administration of the Plan. The Plan  shall be administered by the
Committee.  Subject to the provisions of the Plan, the Committee shall interpret
the Plan, make such rules as it deems necessary for the proper administration of
the Plan,  and make all other  determinations  necessary  or  advisable  for the
administration  of the Plan and the purchase of Stock under the Plan,  including
without  limitation  establishing  the  exchange  ratio  applicable  to  amounts
withheld in a currency other than U.S. dollars. In addition, the Committee shall
correct any defect or supply any omission or reconcile any  inconsistency in the
Plan,  or in any stock  purchase  right  granted  under the  Plan,  correct  any
mistakes in the  administration of the Plan in the manner and to the extent that
the Committee deems necessary or desirable to effectuate the intent of the Plan.
The  Committee   shall,  in  its  sole   discretion,   make  such  decisions  or
determinations and take such actions, and all such decisions, determinations and
actions taken or made by the Committee pursuant to this and the other paragraphs
of the Plan shall be  conclusive  on all  parties.  The  Committee  shall not be
liable  for any  decision,  determination  or  action  taken  in good  faith  in
connection  with the  administration  of the Plan. The Committee  shall have the
authority  to delegate  routine  day-to-day  administration  of the Plan to such
officers and employees of the Company as the Committee deems appropriate.

         4.   Participating Companies. The Committee  may designate  any present
or future parent  corporation  of the Company or Subsidiary  that is eligible by
law to participate in the Plan as a Participating  Company by written instrument
delivered to the designated Participating Company. Such written instrument shall
specify the effective  date of such  designation  and shall  become,  as to such
designated  Participating Company and employees in its employment, a part of the
Plan.  The terms of the Plan may be  modified  as applied  to the  Participating
Company only to the extent permitted under Section 423 of the Code.  Transfer of
employment among the Company and Participating Companies shall not be considered
a  termination  of  employment  hereunder.  Any  Participating  Company  may, by
appropriate action of its Board of Directors, terminate its participation in the
Plan. Moreover, the Committee may, in its discretion,  terminate a Participating
Company's  Plan  participation  in the  Plan  at  any  time.  The  Participating
Companies  at any time  shall be  listed  on  Attachment  A hereto  as it may be
amended from time to time by the Committee.

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<PAGE>

         5.   Eligibility.  Subject  to  the  further   provisions  hereof,  all
Eligible  Employees as of an Enrollment Date shall be eligible to participate in
the Plan with respect to the Purchase Period beginning as of such date.

         6.   Stock Subject to the Plan. Subject to the provisions of  paragraph
13,  the  aggregate  number of shares of Stock  which may be sold under the Plan
shall not exceed 12,000,000 shares,  which shares may be authorized but unissued
shares  or  treasury  shares,  including  shares  bought  on the open  market or
otherwise for purposes of the Plan.

         7.   Stock Purchase Rights.

              (a)  Grant of Stock Purchase  Rights.  On each Enrollment Date the
         Company shall grant a stock  purchase right to each  Eligible  Employee
         who elects to participate in the Plan for the Purchase Period beginning
         on such  date.  Subject  to subparagraphs  7(f) and (g), the  number of
         shares of  Stock  subject to  a stock  purchase right for a participant
         shall be equal to the quotient of (i) the aggregate payroll  deductions
         withheld on  behalf of  such  participant  during the Purchase  Period,
         plus any amounts carried over from the prior Purchase  Period,  divided
         by  (ii) the  Purchase  Price  of the Stock  applicable to the Purchase
         Period; provided, however,  that the maximum  number of shares of Stock
         that may  be subject  to any  stock  purchase  right  for a participant
         during any Purchase  Period may not exceed  10,000  shares  (subject to
         adjustment as provided in paragraph 13).  No  fractional  shares  shall
         be  purchased;  any  payroll deductions accumulated in a  participant's
         account  and not applied  to the  purchase of  whole  shares  shall  be
         retained in the  participant's account and applied in the next Purchase
         Period,  subject to withdrawal by the participant pursuant to paragraph
         9.

              (b)  Election to  Participate;  Payroll  Deduction  Authorization.
         An Eligible  Employee may  participate in  the Plan  only  by means  of
         payroll  deduction.  Except  as  provided  in  subparagraph  7(f), each
         Eligible Employee who elects to participate  in the Plan shall  deliver
         to  the  Company,  within the time  period prescribed by the Committee,
         a payroll  deduction  authorization  in  the  form  prescribed  by  the
         Company, whereby he gives notice of his election to  participate in the
         Plan  as  of  the  next  following  Enrollment  Date,  and  whereby  he
         designates  an integral  percentage  (except as  provided  below) to be
         deducted from his Eligible Compensation  for each pay period  ending in
         the  Purchase  Period  and  paid  into  the  Plan for his account.  The
         designated percentage may not be less than 1% nor exceed 10%; provided,
         however, the minimum contribution per pay period shall be $10.

              (c)  Changes  in  Payroll  Authorization.  All payroll  deductions
         made for a participant shall be credited to his account under the Plan.
         A  participant  may  discontinue  his  participation  in  the  Plan  as
         provided in  paragraph 9 hereof,  or may  increase or decrease the rate
         of his payroll  deductions  during the Purchase Period by completing or
         filing  with  the  Company a new payroll deduction  authorization  form
         authorizing a change in his payroll rate.  The  Committee  may,  in its
         discretion,  limit the  number  of  payroll  rate  changes  during  any
         Purchase  Period.  The change in rate shall be effective with the first
         full payroll period following five business days  after  the  Company's
         receipt  of  the  new  payroll  deduction authorization form unless the
         Company  elects  to  process a given  change in payroll  rate  earlier.
         A participant's  payroll  deduction  authorization  form  shall  remain
         in effect for successive Purchase Periods unless terminated as provided
         in paragraph 9 hereof.

              (d)  Automatic  Payroll  Reduction. Notwithstanding the foregoing,
         to the  extent necessary  to comply  with  subparagraphs  7(f)  and (g)
         hereof, a participant's  payroll deductions  may be  decreased to 0% at
         any time during a  Purchase Period. Payroll deductions shall recommence
         at  the  rate   provided  in   such  participant's   payroll  deduction
         authorization form at  the beginning of the  first Purchase Period that
         is scheduled  to end in  the following calendar year, unless terminated
         by the participant as provided in paragraph 9 hereof.

              (e)  Tax  Withholding.  At  the time  the stock  purchase right is
         exercised,  in whole or in  part, or at  the time  some or  all  of the
         Stock  issued  under the Plan is  disposed  of,  the  participant  must
         make  adequate provision for the Company's federal,  state or other tax
         withholding  obligations,  if any, that  arise upon the exercise of the
         stock  purchase right or the disposition of the Stock. At any time, the
         Company  may,  but  shall  not  be  obligated  to,  withhold  from  the
         participant's compensation the amount necessary for the Company to meet

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<PAGE>

         applicable withholding obligations, including  without  limitation  any
         withholding  required  to   make  available  to  the  Company  any  tax
         deductions  or benefits  attributable  to the sale or early disposition
         of Stock purchased by the participant.

              (f)  $25,000  Limitation.  Notwithstanding anything in the Plan to
         the contrary, no employee shall be granted a stock purchase right under
         the Plan which permits his rights to purchase  Stock under the Plan and
         under all other employee  stock purchase  plans of the  Company and its
         parent corporation and Subsidiaries to accrue at a rate  which  exceeds
         $25,000 of Fair  Market  Value of Stock  (determined  at  the time such
         stock  purchase  right  is  granted) for each calendar  year  in  which
         such  stock  purchase  right  is outstanding  at  any time  (within the
         meaning of Section  423(b)(8) of the Code).  Any payroll  deductions in
         excess of  the amount  specified  in the  foregoing  sentence shall  be
         returned to  the participant as soon as administratively feasible after
         the next following Enrollment Date.

              (g)  Special Restriction  on Participation.  Any provisions of the
         Plan to the contrary  notwithstanding, no  Eligible Employee  shall  be
         granted  a stock purchase  right under  the Plan  to  the  extent that,
         immediately  after the  grant, such  Eligible  Employee (or  any  other
         person whose  stock would  be  attributed  to  such  Eligible  Employee
         pursuant to Section 424(d) of the Code) would own capital  stock of the
         Company  and/or  hold  outstanding  options  to   purchase  such  stock
         possessing 5%  or more  of the total  combined voting power or value of
         all classes of the capital stock of the Company, its parent corporation
         or any Subsidiary.

         8.   Exercise of Stock Purchase Rights.

              (a)  General  Statement.  Subject to the limitations  set forth in
         paragraph 7, unless  a participant withdraws from  the Plan as provided
         in paragraph 9, each participant in the  Plan automatically and without
         any act  on  his part  shall be  deemed to  have  exercised  his  stock
         purchase  right on  each Purchase Date  to  the  extent  of  his unused
         payroll deductions  under the  Plan and  to the extent  the issuance of
         Stock to such participant upon such exercise is lawful.

              (b)  Delivery  of  Shares to  Custodian.  As  soon as  practicable
         after each  Purchase  Date,  the Company shall deliver  to a  custodian
         selected  by  the Committee one or more  certificates representing  (or
         shall otherwise cause to be credited to the account of such  custodian)
         the aggregate  number of  whole shares  of Stock with  respect to which
         stock purchase rights were  exercised on such  Purchase  Date of all of
         the  participating  employees  hereunder.  Such  custodian  shall  keep
         accurate  records  of  the  beneficial interests of each participant in
         such shares by means of participant  accounts under the Plan, and shall
         provide  each   participant  with  periodic  statements   with  respect
         thereto as may be directed by the Committee.  The Committee may require
         that  shares be  retained  with  such  custodian,  or other  designated
         broker or  agent for  a designated  period of time and/or may establish
         other procedures to permit tracking of  disqualifying  dispositions  of
         such  shares.  If  the  Company  is  required  to obtain  from any U.S.
         commission or agency authority to issue any such  shares,  the  Company
         shall  seek  to  obtain  such  authority.  Inability  of the Company to
         obtain  from  any  commission  or  agency  (whether  U.S.  or  foreign)
         authority  which counsel for the Company deems necessary for the lawful
         issuance of any such shares shall relieve the Company from liability to
         any  participant  in the Plan except to return to him the amount of his
         payroll deductions  under the Plan which would have otherwise been used
         upon exercise of the relevant stock purchase right.

              (c)  Withdrawal of Shares. A participant may, at any time, in such
         form and  manner as established by  the custodian, direct the custodian
         to deliver to the  participant all  or part  of the  shares held by the
         custodian in his account  or to sell  such shares  and  deliver to  the
         participant the proceeds therefrom, less applicable expenses.

              (d)  Dividends. With  respect to an individual's Stock held by the
         custodian   pursuant   to   subparagraph  8(b),  the   custodian  shall
         automatically   reinvest  in  additional  shares   of  Stock  for  such
         individual's account  any cash dividends received  by the custodian and
         attributable to  such Stock  and shall, in  accordance  with procedures
         adopted by the  custodian, facilitate  the  individual's  voting rights
         attributable to shares held in a participant's account.

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<PAGE>

         9.   Withdrawal from the Plan.

              (a)  General  Statement.  Any  participant  may withdraw  in whole
         from  the Plan  at any time  that is  five or  more  days prior  to the
         Purchase  Date  relating  to  a  particular  Purchase  Period.  Partial
         withdrawals  shall  not  be  permitted.   A participant  who  wishes to
         withdraw  from the Plan must timely  deliver to the Company a notice of
         withdrawal  in a form  prepared by the Company.  The Company,  promptly
         as practical following the receipt of the notice of  withdrawal,  shall
         refund to the  participant  the amount of his  payroll deductions under
         the Plan  which have not  yet been  used  to purchase  shares upon  the
         exercise of his stock purchase  rights;  and  thereupon,  automatically
         and  without  any  further  act  on  his  part,  his  payroll deduction
         authorization  and his  interest in  unexercised  stock purchase rights
         under the Plan shall terminate in full.

              (b)  Leave of  Absence.  A   participant  who  goes on  a leave of
         absence shall be deemed to have elected to withdraw from the Plan.

              (c)  Eligibility Following Withdrawal. A participant who withdraws
         from the Plan  shall be eligible to  participate again in the Plan upon
         expiration of the  Purchase Period during  which he  withdrew (provided
         that he is otherwise an Eligible Employee at such later time).

         10.  Termination  of  Eligible  Employment.  If  the  employment  of  a
participant  with  the  Company  terminates  for any  reason  whatsoever  or the
participant  ceases to be an Eligible  Employee,  then his  participation in the
Plan  automatically  and without any act on his part shall  terminate  as of the
date of such  termination  of employment or change in status.  The Company shall
promptly  refund to him (or his estate or personal  representative,  as the case
may be) the amount of his payroll  deductions  under the Plan which have not yet
been used to purchase  Stock,  and thereupon his interest in  unexercised  stock
purchase rights under the Plan shall terminate in full.

         11.  Restriction  Upon Assignment  of Stock  Purchase Rights.  A  stock
purchase right granted under the Plan shall not be  transferable  otherwise than
by will or the laws of descent and distribution. Each stock purchase right shall
be exercisable, during a participant's lifetime, only by the participant to whom
granted. The Company shall not recognize and shall be under no duty to recognize
any  assignment  or  purported  assignment  by an  employee  of any of his stock
purchase rights under the Plan.

         12.  No  Shareholder Rights  or  Privileges  Until  Exercise  of  Stock
Purchase  Rights.  With respect to shares of Stock  subject to a stock  purchase
right, a participant  shall not be deemed to be a shareholder,  and he shall not
have any of the rights or privileges of a shareholder, until such stock purchase
right has been exercised and shares delivered pursuant to subparagraph 8(b).

         13.  Changes in Stock; Adjustments.  Whenever any change is made in the
Stock, by reason of a stock dividend or by reason of  subdivision,  stock split,
reverse   stock   split,    recapitalization,    reorganization,    combination,
reclassification  of shares or other similar change,  appropriate action will be
taken by the Committee to adjust any or all of (i) the number and type of shares
subject to the Plan,  (ii) the number and type of shares  subject to outstanding
stock  purchase  rights and (iii) the Purchase  Price with respect to any of the
foregoing.

         In  the event  of a  Corporate Change, unless  a successor  corporation
assumes or substitutes  new stock purchase rights (within the meaning of Section
424(a) of the Code) for all stock  purchase  rights  then  outstanding,  (i) the
Purchase  Date  for  all  stock  purchase  rights  then  outstanding   shall  be
accelerated to a date fixed by the Committee  prior to the effective date of the
Corporate  Change  and (ii)  upon  such  effective  date any  unexercised  stock
purchase  rights  shall  expire and the Company  promptly  shall  refund to each
participant the amount of such  participant's  payroll deductions under the Plan
which have not yet been used to purchase Stock.

         14.  Use of Funds; No Interest Paid.  All funds received or held by the
Company  under the Plan shall be included  in the  general  funds of the Company
free of any  trust  or  other  restriction,  and may be used  for any  corporate
purpose. No interest shall be paid to any participant on amounts credited to his
account.

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<PAGE>

         15.  Term of  the  Plan.  The  Plan  shall  be effective  July 1, 2002,
provided the Plan is approved by the  shareholders  of the Company prior to such
date. If not sooner  terminated  under the  provisions of paragraph 16, the Plan
shall  automatically  terminate upon and no further payroll  deductions shall be
made and no further stock purchase rights shall be granted after the date all of
the shares of Stock  reserved for issuance  under the Plan, as increased  and/or
adjusted  from  time to time,  have been  sold  under the Plan.  If on the final
Purchase Date there is an  insufficient  number of shares of Stock available for
all purchases under stock purchase rights  exercised on such date, the number of
available shares shall be prorated among the then purchasing  participants in an
equitable  manner as determined by the Committee  based on their  deductions for
such  Purchase  Period  and all  remaining  amounts  shall  be  returned  to the
participants.

         16.  Amendment or Termination of  the Plan. The Board in its discretion
may  terminate  the Plan at any time with  respect to any Stock for which  stock
purchase  rights have not  theretofore  been  granted.  The Board shall have the
right  to  alter  or amend  the  Plan or any  part  thereof  from  time to time;
provided,  however,  that,  except  as  provided  below,  no change in any stock
purchase right theretofore  granted may be made that would materially impair the
stock  purchase  rights  of  the   participant   without  the  consent  of  such
participant. In the event the Board determines that the ongoing operation of the
Plan may result in unfavorable financial accounting consequences, the Board may,
in its discretion and, to the extent necessary or desirable, modify or amend the
Plan to reduce or  eliminate  such  accounting  consequence  including,  but not
limited to (i) altering the Purchase Price for any Purchase  Period  including a
Purchase Period  underway at the time of the change in Purchase Price;  and (ii)
shortening  any Purchase  Period so that Purchase  Period ends on a new Purchase
Date, including a Purchase Period underway at the time of the Board action.

         17.  Securities Laws. The Company  shall not be obligated  to issue any
Stock  pursuant to any stock  purchase  right granted under the Plan at any time
when the offer,  issuance or sale of shares covered by such stock purchase right
has not been  registered  under the Securities Act of 1933, as amended,  or does
not comply with such other state, federal or foreign laws, rules or regulations,
or the  requirements  of any  stock  exchange  upon  which the Stock may then be
listed,  as the Company or the Committee deems applicable and, in the opinion of
legal counsel for the Company,  there is no exemption from the  requirements  of
such laws, rules,  regulations or requirements available for the offer, issuance
and sale of such shares.  Further, all Stock acquired pursuant to the Plan shall
be subject to the Company's policies concerning  compliance with securities laws
and  regulations,  as such policies may be amended from time to time.  The terms
and conditions of stock purchase  rights granted  hereunder to, and the purchase
of shares by,  persons  subject to Section 16 of the  Exchange  Act shall comply
with any applicable provisions of Rule 16b-3. As to such persons, the Plan shall
be deemed to contain,  and such stock  purchase  rights shall  contain,  and the
shares  issued  upon  exercise  thereof  shall be subject  to,  such  additional
conditions and  restrictions  as may be required from time to time by Rule 16b-3
to qualify for the maximum  exemption  from  Section 16 of the Exchange Act with
respect to Plan transactions.

         18.  No Restriction on Corporate Action.  Nothing contained in the Plan
shall be  construed  to prevent  the Company or any  Subsidiary  from taking any
corporate  action  that  is  deemed  by the  Company  or such  Subsidiary  to be
appropriate  or in its best  interest,  whether or not such action would have an
adverse  effect on the Plan or any stock  purchase right granted under the Plan.
No  employee,  beneficiary  or other  person  shall have any claim  against  the
Company or any Subsidiary as a result of any such action.

         19.  Miscellaneous Provisions.

              (a)  Number and Gender. Wherever appropriate herein, words used in
         the singular shall  be considered to  include the plural and words used
         in  the  plural  shall  be  considered  to  include  the  singular. The
         masculine  gender, where  appearing  in the  Plan,  shall be  deemed to
         include the feminine gender.

              (b)  Headings.  The  headings  and  subheadings in  the  Plan  are
         included solely for convenience, and if  there is any conflict  between
         such  headings or subheadings  and the text of the Plan, the text shall
         control.

              (c)  Not a Contract of Employment.  The adoption  and  maintenance
         of the Plan shall not be deemed to be a contract between the Company or
         any Participating Company and any person or to be consideration for the
         employment  of any person.  Participation in the Plan at any given time

                                       6
<PAGE>

         shall not be deemed to create the right to  participate in the Plan, or
         any  other  arrangement  permitting  an employee  of the Company or any
         Participating  Company to purchase Stock at a  discount, in the future.
         The  stock  purchase  rights  and obligations  under any  participant's
         terms  of  employment  with the  Company or any  Participating  Company
         shall not be affected by  participation  in  the Plan.  Nothing  herein
         contained  shall be deemed to give any  person the right to be retained
         in the  employ  of the  Company  or  any  Participating  Company  or to
         restrict  the  right  of the  Company or any  Participating  Company to
         discharge any person at any time,  nor shall the Plan be deemed to give
         the Company  or any  Participating  Company  the right to  require  any
         person to  remain in  the employ of  the Company or such  Participating
         Company or to restrict  any person's right to terminate his  employment
         at any time. The Plan shall not afford any  participant  any additional
         right  to  compensation  as   a  result  of  the  termination  of  such
         participant's employment for any reason whatsoever.

              (d)  Compliance with Applicable  Laws. The Company's obligation to
         offer,  issue,  sell  or deliver  Stock  under the Plan is at all times
         subject to  all  approvals of  and  compliance  with  any  governmental
         authorities (whether  domestic or foreign) required  in connection with
         the  authorization,  offer, issuance, sale or delivery of Stock as well
         as all federal,  state,  local and foreign laws.  Without  limiting the
         scope  of  the   preceding  sentence,  and  notwithstanding  any  other
         provision in  the Plan,  the Company  shall not  be obligated  to grant
         stock purchase rights or to offer,  issue,  sell or deliver Stock under
         the Plan to any employee who is a citizen or resident of a jurisdiction
         the laws  of which,  for  reasons of  its  public  policy or otherwise,
         prohibit the  Company from taking  any such action with respect to such
         employee.

              (e)  Severability.  If  any  provision  of  the Plan shall be held
         illegal or  invalid for any reason, said illegality or invalidity shall
         not affect  the remaining  provisions  hereof; instead, each  provision
         shall be fully  severable and  the Plan shall be construed and enforced
         as if said illegal or invalid provision had never been included herein.

              (f)  Governing Law. All  provisions of the Plan shall be construed
         in  accordance with the laws of Delaware except to the extent preempted
         by federal law.

                                       7


</TEXT>
</DOCUMENT>
