POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS WHEREOF, I hereto  set my  hand this  25 day  of  September,
2002.

                                                     /s/ Robert L. Crandall
                                                     ----------------------
                                                     Robert L. Crandall


                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS WHEREOF, I hereto set my hand this 1st day of October, 2002.

                                                     /s/ Kenneth T. Derr
                                                     -------------------
                                                     Kenneth T. Derr



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS  WHEREOF, I hereto  set my  hand this 24th day of September,
2002.

                                                     /s/ Charles J. DiBona
                                                     ---------------------------
                                                     Charles J. DiBona



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS WHEREOF,  I hereto set  my hand this  26th day of September,
2002.

                                                     /s/ Lawrence S. Eagleburger
                                                     ---------------------------
                                                     Lawrence S. Eagleburger



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS  WHEREOF, I  hereto set  my hand  this 23  day of September,
2002.

                                                     /s/ W. R. Howell
                                                     ---------------------------
                                                     W. R. Howell



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN  WITNESS WHEREOF, I  hereto set  my hand this  17th day  of October,
2002.

                                                     /s/ Ray L. Hunt
                                                     ---------------------------
                                                     Ray L. Hunt



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS  WHEREOF, I hereto  set my hand  this 24th day of September,
2002.

                                                     /s/ David J. Lesar
                                                     ---------------------------
                                                     David J. Lesar



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS  WHEREOF, I hereto  set my hand this  26th day of September,
2002.

                                                     /s/ Aylwin B. Lewis
                                                     ---------------------------
                                                     Aylwin B. Lewis



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS  WHEREOF, I hereto  set my hand this  24th day of September,
2002.

                                                     /s/ J. Landis Martin
                                                     ---------------------------
                                                     J. Landis Martin



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS  WHEREOF, I  hereto set my  hand this 24  day of  September,
2002.

                                                     /s/ Jay A. Precourt
                                                     ---------------------------
                                                     Jay A. Precourt



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS  WHEREOF, I hereto  set my hand  this 27  day of  September,
2002.

                                                     /s/ Debra L. Reed
                                                     ---------------------------
                                                     Debra L. Reed



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint Margaret E. Carriere,  Susan S. Keith, Bruce A. Metzinger
and  Michael  A.  Weberpal,  or any of them  acting  alone,  my true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  to prepare and sign for me, and in my name, place and stead, in
any and all capacities, any and all reports as may from time to time be required
under Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the
rules, regulations and requirements of the Securities and Exchange Commission in
respect  thereof,  and to  file  the  same  with  the  Securities  and  Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done (with full power to each of them to act  alone),  as fully and to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS WHEREOF, I hereto set my hand this 24th day of Sept., 2002.

                                                     /s/ C. J. Silas
                                                     ---------------------------
                                                     C. J. Silas