As filed with the Securities and Exchange Commission on July 20, 1999
Registration No. 333-
--------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HALLIBURTON COMPANY
(Exact name of registrant as specified in its charter)
Delaware 75-2677995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Address of principal executive offices, including zip code)
Halliburton Savings Plan
(Full title of the plan)
Lester L. Coleman
Executive Vice President and General Counsel
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Name and address of agent for service)
(214) 978-2600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Proposed
Title of securities Amount maximum maximum Amount of
to be registered to be offering aggregate registration
registered price offering fee
per share price
- ---------------------------------------- ------------------ ---------------- ---------------- ---------------
100,000 $46.2813 (2) $4,628,130 (2) $1,287
Common Stock, $2.50 par value (including shares(1)
Preferred Stock Purchase Rights)
=====================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests in the Plan named
above.
(2) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(c), based on the high and low prices reported on the
New York Stock Exchange on July 13, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Halliburton Company, a Delaware
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
(b) The Plan's Annual Report on Form 11-K for the year ended December
31, 1998.
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999.
(d) The Company's Current Reports on Form 8-K dated January 22,
1999; January 25, 1999; February 18, 1999; February 19, 1999;
March 4, 1999; March 11, 1999; March 29, 1999; April 13, 1999;
April 21, 1999; April 26, 1999; May 18, 1999; May 24, 1999;
June 4, 1999; and June 16, 1999.
(e) Description of the Common Stock contained in the Company's
Registration Statement on Form 8-B dated December 12, 1996
(File No. 1-3492).
All documents filed by the Company and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents in
connection with threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in right of the corporation), brought against them by reason of the fact
that they were or are such directors, officers, employees or agents, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in any such action, suit or proceeding. Article X of the
Company's Restated Certificate of Incorporation together with Section 39 of its
By-Laws provide for indemnification of each person who is or was made a party to
any actual or threatened civil, criminal, administrative or investigative
action, suit or proceeding because such person is or was an officer or director
of the Company or is a person who is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture trust or other enterprise, including service relating
to employee benefit plans, to the fullest extent permitted by the DGCL as it
existed at the time the indemnification provisions of the Company's Restated
Certificate of Incorporation and the By-Laws were adopted or as may be
thereafter amended. Section 39 of the Company's By-Laws and Article X of its
2
Restated Certificate of Incorporation expressly provide that they are not the
exclusive methods of indemnification.
Section 39 of the By-Laws provides that the Company may maintain
insurance, at its own expense, to protect itself and any director, officer,
employee or agent of the Company or of another entity against any expense,
liability or loss, regardless of whether the Company would have the power to
indemnify such person against such expense, liability or loss under the DGCL.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article XV of the Company's Restated Certificate of
Incorporation contains such a provision.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 Restated Certificate of Incorporation of Halliburton Company
(incorporated by reference to Exhibit 3(a) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1998 (File No. 1-3492)).
4.2 Halliburton Company By-Laws, as amended (incorporated by
reference to Exhibit 3 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998
(File No. 1-3492)).
4.3 Restated Rights Agreement dated as of December 1, 1996 between
Halliburton Company and ChaseMellon Shareholder Services,
L.L.C. (incorporated by reference to Exhibit 4.4 of
Halliburton Company's Registration Statement on Form 8-B dated
December 12, 1996 (File No. 1-3492)).
4.4 Halliburton Savings Plan, as amended and restated effective April
1, 1999.
5.1 Opinion of Bruce A. Metzinger
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers.
23.3 Consent of Bruce A. Metzinger (included in Exhibit 5.1).
24.1 Powers of Attorney.
The Registrant will submit the Plan and all amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
thereto required by the IRS in order to qualify the Plan.
3
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on July 19, 1999.
HALLIBURTON COMPANY
By: /s/ Richard B. Cheney
------------------------------
Richard B. Cheney
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on July 19, 1999.
/s/ Richard B. Cheney Chief Executive Officer
- ------------------------------ and Director
Richard B. Cheney
/s/ Gary V. Morris Executive Vice President
- ------------------------------ and Chief Financial Officer
Gary V. Morris
/s/ R. Charles Muchmore, Jr. Vice President, Controller
- ------------------------------ and Chief Accounting Officer
R. Charles Muchmore, Jr.
*ANNE L. ARMSTRONG Director
- ------------------------------
Anne L. Armstrong
*WILLIAM E. BRADFORD Chairman of the Board and
- ------------------------------- Director
William E. Bradford
*LORD CLITHEROE Director
- ------------------------------
Lord Clitheroe
*ROBERT L. CRANDALL Director
- ------------------------------
Robert L. Crandall
*CHARLES J. DIBONA Director
- ------------------------------
Charles J. DiBona
*LAWRENCE S. EAGLEBURGER Director
- ------------------------------
Lawrence S. Eagleburger
5
*W. R. HOWELL Director
- ------------------------------
W. R. Howell
*RAY L. HUNT Director
- ------------------------------
Ray L. Hunt
*DELANO E. LEWIS Director
- ------------------------------
Delano E. Lewis
*J. LANDIS MARTIN Director
- ------------------------------
J. Landis Martin
*JAY A. PRECOURT Director
- ------------------------------
Jay A. Precourt
*C. J. SILAS Director
- ------------------------------
C. J. Silas
*RICHARD J. STEGEMEIER Director
- ------------------------------
Richard J. Stegemeier
*By: /s/ Susan S. Keith
--------------------------
Susan S. Keith
Pursuant to Powers of Attorney
Pursuant to the requirements of the Securities Act of 1933, as amended,
the administrators of the Plan have duly caused this Registration Statement to
be signed on behalf of the Plan by the undersigned, thereunto duly authorized,
in the City of Dallas, State of Texas, on July 19, 1999.
HALLIBURTON SAVINGS PLAN
By: /s/ Celeste Colgan
------------------------------
Celeste Colgan, Chairman
Benefits Committee
6
Index to Exhibits filed with this Form S-8.
Exhibit
Number Description
- ------- -----------
4.4 Halliburton Savings Plan, as amended and restated
effective April 1, 1999.
5.1 Opinion of Bruce A. Metzinger.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers.
24.1 Powers of attorney.
Plan 145
HALLIBURTON SAVINGS PLAN
As Amended and Restated
Effective April 1, 1999
TABLE OF CONTENTS
PAGE
ARTICLE 1 INTRODUCTION 1
Section 1.1. Change of Name, Restatement, and Redesign of Plan 1
ARTICLE 2 JOINING THE PLAN 2
Section 2.1. Employees Eligible to Participate 2
Section 2.2. Initial Enrollment and Membership 2
Section 2.3. Transfers 3
Section 2.4. Recommencement by Former Employee 4
Section 2.5. Leased Employees 4
Section 2.6. Spinoff 4
ARTICLE 3 CONTRIBUTIONS 5
Section 3.1. Employee Contributions 5
Section 3.2. Company Contributions 5
Section 3.3. Rollover Contributions 5
Section 3.4. Employee Contribution Elections 5
Section 3.5. Payment of Contributions to Trust 6
Section 3.6. Statutory Limitations and Disposition of Excess 6
ARTICLE 4 ACCOUNTS OF MEMBERS 10
Section 4.1. Individual Account for Each Member 10
Section 4.2. Separate Accounting 10
Section 4.3. Benefits Not Assignable 10
ARTICLE 5 INVESTMENTS 12
Section 5.1. In General 12
Section 5.2. Special Investment Provisions 12
ARTICLE 6 DISTRIBUTION 14
Section 6.1. When Distribution May Be Made 14
Section 6.2. Forms of Distribution 14
Section 6.3. Elections Regarding Distribution 15
Section 6.4. Required Time for Distribution 16
Section 6.5. Statutory Requirements Regarding Distribution 17
Section 6.6. Distribution upon Death 17
Section 6.7. Direct Rollover of Distribution 18
Section 6.8. Facility of Payment 19
Section 6.9. Forfeitures 19
Section 6.10. Recovery of Payments Made by Mistake 19
(i)
ARTICLE 7 WITHDRAWALS 21
Section 7.1. Withdrawals from After-tax Account 21
Section 7.2. Withdrawal After Age 59 1/2 21
Section 7.3. Hardship Withdrawals 21
ARTICLE 8 LOANS 23
Section 8.1. Eligibility for Loan 23
Section 8.2 Maximum Loan 23
ARTICLE 9 VESTING AND SERVICE 24
Section 9.1. Vesting 24
Section 9.2. Service 24
ARTICLE 10 ADMINISTRATION OF THE PLAN 26
Section 10.1. Appointment of the Committee 26
Section 10.2. Procedures 26
Section 10.3. Records and Reports of the Committee 26
Section 10.4. Fiduciary Duties 26
Section 10.5. Responsibilities of the Board, the Chief
Executive Officer, the Committee, and
the Trustee 26
Section 10.6. Allocation or Delegation of Duties and
Responsibilities 27
Section 10.7. Procedure for the Allocation or Delegation
of Fiduciary Duties 28
Section 10.8. Expenses 28
Section 10.9. Indemnification 28
Section 10.10. Disputes 28
Section 10.11. Claims Procedure 29
Section 10.12. Appeal Procedure 29
Section 10.13. Exhaustion of Administrative Remedies 30
Section 10.14. Limitation on Actions 31
Section 10.15. Federal Preemption 31
Section 10.16. No Right to Jury Trial; Evidence 31
Section 10.17. Scope of Review 31
Section 10.18. Limitation on Damages 31
Section 10.19. Member Plan Data 31
Section 10.20. Advisors Not Fiduciaries 32
ARTICLE 11 AMENDMENT, TERMINATION OR MERGER 33
Section 11.1. Amendment 33
Section 11.2. Termination 33
Section 11.3. Merger 34
Section 11.4. Representations Contrary to Plan 34
(ii)
ARTICLE 12 ESTABLISHMENT OF TRUST 35
Section 12.1. Agreements of Trust 35
Section 12.2. Trust Fund for Exclusive Benefit of
Members of the Plan and Their Beneficiaries 35
Section 12.3. Refund of Certain Company Contributions 35
ARTICLE 13 TOP-HEAVY REQUIREMENTS 37
Section 13.1. Top-Heaviness Determination 37
Section 13.2. Effect of Top-Heaviness 37
ARTICLE 14 MISCELLANEOUS 38
Section 14.1. Employment Rights 38
Section 14.2. Headings 38
Section 14.3. Number and Gender 38
Section 14.4. Construction 38
Section 14.5. Uniformed Services Employment and
Reemployment Rights Act Requirements 38
ARTICLE 15 GLOSSARY 39
Section 15.1. Account 39
Section 15.2. Affiliated Company 39
Section 15.3. After-tax Contribution 39
Section 15.4. Beneficiary 39
Section 15.5. Board 40
Section 15.6. Break in Service 40
Section 15.7. Chief Executive Officer 40
Section 15.8. Code 40
Section 15.9. Committee 40
Section 15.10. Company 40
Section 15.11. Date of Employment 40
Section 15.12. Date of Separation 40
Section 15.13. Disability 41
Section 15.14. Earnings 41
Section 15.15. Effective Date 42
Section 15.16. Employee 43
Section 15.17. ERISA 43
Section 15.18. Former Member 43
Section 15.19. Halliburton Stock 43
Section 15.20. Highly Compensated 43
Section 15.21. Investment Option 43
Section 15.22. Limitation Year 43
Section 15.23. Master Trust Agreement 43
Section 15.24. Member 43
Section 15.25. Period of Service 44
(iii)
Section 15.26. Plan 44
Section 15.27. Plan Year 44
Section 15.28. Predecessor Plan 44
Section 15.29. Pretax Contribution 44
Section 15.30. Test Compensation 44
Section 15.31. Trust Fund 44
Section 15.32. Trustee 44
APPENDIX A NEGOTIATED BENEFIT FOR THE TEXSTEAM UNION A-1
APPENDIX B MERGER OF SAVINGS PLAN FOR EMPLOYEES
OF BAROID CORPORATION WITH AND INTO
THE DRESSER INDUSTRIES, INC.
RETIREMENT SAVINGS PLANS B-1
APPENDIX C NEGOTIATED BENEFIT FOR THE BENTONITE
(COLONY) UNION C-1
APPENDIX D MERGER OF DRESSER INDUSTRIES, INC.STOCK
PURCHASE PLAN WITH AND INTO THE DRESSER
INDUSTRIES, INC. RETIREMENT SAVINGS PLAN D-1
(iv)
ARTICLE 1
INTRODUCTION
Section 1.1. Change of Name, Restatement, and Redesign of Plan .
Effective April 1, 1999, Halliburton Company changes the name of the "Dresser
Industries, Inc. Deferred Savings Plan" to the "Halliburton Savings Plan" (the
"Plan") and amends and restates the Plan in connection with the redesign of its
retirement program and the merger into the Plan of the Savings Plan for
Bargaining Unit Employees of Texsteam Operations of Dresser Industries, Inc. and
the spin off to the Plan from the Dresser Industries, Inc.
Union Plan (401(k)).
1
ARTICLE 2
JOINING THE PLAN
Section 2.1. Employees Eligible to Participate. An individual shall be
eligible to participate in the Plan, if he is an Employee as defined by this
Plan.
For purposes of this Plan, an Employee is any person employed by the
Company, who is not:
(a) in a unit of employees covered by a collective bargaining
agreement, unless the Company has specifically extended participation to such
unit;
(b) a nonresident alien who receives no earned income from the Company
that constitutes income from sources within the United States;
(c) employed by an operation located in Puerto Rico; (d) a leased
employee within the meaning of Code section 414(n);
(e) eligible (except for meeting any age or service requirement) to
participate in any other 401(k) plan sponsored by the Company or an Affiliated
Company, until such time as the individual is no longer working in covered
employment as described in the other plan; or
(f) classified by the Company as an independent contractor (regardless
of whether such individual is or is not an independent contractor under the
Code, or any contrary classification or characterization by the Internal Revenue
Service or any court).
The Committee shall have the discretion to determine whether an
individual is an Employee described in this Plan.
Section 2.2. Initial Enrollment and Membership. An Employee shall be
eligible to become a Member after completing three (3) months of Service (as
defined in Section 9.2).
An Employee may enroll in the Plan by completing and delivering to the
Committee an enrollment and beneficiary designation form and by making the
initial investment and contribution elections in such manner as the Committee
may permit. This information may be gathered electronically.
An Employee who fails to complete these forms shall become a Member.
Such Member's Beneficiary shall be determined as provided in Section 15.4, and
such Member's Account shall be invested in Investment Options, as provided in
the default procedure adopted by the Committee in accordance with Section 5.1.
2
A participant in a Predecessor Plan who is an Employee shall become a
Member on the date the Predecessor Plan is merged into this Plan. The Committee
shall determine which Investment Option under this Plan most closely resembles
an investment option under a Predecessor Plan, and a Member's Account shall be
invested accordingly, until the Company receives different investment directions
from the Member.
Section 2.3. Transfers.
(a) A person employed by the Company or an Affiliated Company who
transfers from an ineligible job classification to an eligible job
classification shall join the Plan on the date the person becomes an Employee,
unless the individual has earned less than three months of Service at the time
of the transfer. A person with less than three months of Service who is so
transferred shall join the Plan as provided in Section 2.2. A person employed by
an Affiliated Company which has not adopted the Plan who transfers to employment
with the Company shall join the Plan on the date of such transfer, unless the
individual has earned less than three months of Service at the time of the
transfer. A person with less than three months of Service who is so transferred
shall join the Plan as provided in Section 2.2.
(b) Any person employed by the Company who transfers to a position
which makes that person ineligible to participate in the Plan shall cease
participation and become a Former Member, but shall not be considered to have
terminated employment.
(c) If a Member transfers to a position which makes that Member
ineligible to participate in this Plan but eligible under a similar plan (as
determined by the Committee) maintained by the Company or an Affiliated Company,
such Member's Account under this Plan shall be transferred to the similar plan
in a trust-to-trust transfer.
(d) Likewise, if an individual becomes a Member of this Plan in
accordance with Section 2.3(a), and was participating previously in a similar
plan (as determined by the Committee) maintained by the Company or an Affiliated
Company, this Plan shall accept a trust-to-trust transfer of his account from
that Plan. However, this Plan will not accept this transfer if the account is
subject to the survivor benefit requirements of Code section 417, unless such
3
requirements only apply to the portion of the account that is derived from
contributions made to a Predecessor Plan.
Section 2.4. Recommencement by Former Employee. Any Employee who
terminates employment and at a later date again becomes an Employee shall join
the Plan on the Employee's reemployment date or, if later, the date the
Employee's Service totals three months.
Section 2.5. Leased Employees. Leased employees (within the meaning
of Code section 414(n)) may not become Members. However, leased employees
(within the meaning of Code section 414(n)) who become common-law employees
shall be credited with Service for their periods of service as leased employees,
as if they had been common-law employees during the time that they performed
services for the Affiliated Companies.
Section 2.6. Spinoff. If a Member is employed by a portion of the
Company that is sold to another entity, divested, or transferred to a joint
venture, that Member shall become a Former Member as of the date of the
transaction. The Accounts of all Members so affected by this type of transaction
shall be transferred in a trust-to-trust transfer to a qualified retirement plan
sponsored by the successor employer, if the successor employer agrees to the
transfer. If the successor employer does not agree to the transfer, then the
provisions of Section 6.1 apply.
4
ARTICLE 3
CONTRIBUTIONS
Section 3.1. Employee Contributions.
(a) Pretax Contributions. A Member who is not Highly Compensated on the
last day of the preceding Plan Year may defer any whole percentage of Earnings
up to 12% (15% on and after August 1, 1999) for the Plan Year as a Pretax
Contribution. A Member's pay shall be reduced for each pay period by the
percentage of the elected Pretax Contribution, and this Pretax Contribution
shall be paid to the Trustee as provided in Section 3.5.
(b) After-tax Contributions. A Member who is not Highly Compensated on
the last day of the preceding Plan Year may elect to contribute to the Member's
Account for a Plan Year a whole percentage of Earnings up to 12% (15% on and
after August 1, 1999), as an After-tax Contribution. Contributions shall be
withheld from the Member's paycheck each pay period and shall be paid to the
Trustee as provided in Section 3.5.
(c) Limit on Total Employee Contributions. The sum of a non-Highly
Compensated Member's Pretax Contributions and After-tax Contributions shall not
exceed 12% (15% on and after August 1, 1999) of Earnings.
Section 3.2. Company Contributions. Each Plan Year, the Company shall
make the Matching Contributions and Company Contributions described in Appendix
A and Appendix C.
Section 3.3. Rollover Contributions. The Plan shall accept cash
Rollover Contributions (within the meaning of Code section 402(c), including
optional direct transfers under Code section 401(a)(31) and transfers of
Rollover Contributions which were originally deposited in conduit individual
retirement accounts pending rollover) on behalf of a Member from any plan
qualified under Code section 401(a). Rollover Contributions may be made at such
time and in such manner as the Committee may prescribe. A Rollover Contribution
shall be forwarded to the Trustee as provided in Section 3.5, if it is not paid
directly to the Trustee.
Section 3.4. Employee Contribution Elections. A Member shall designate
the level of Pretax Contributions and the level of After-tax Contributions at
the time the Member enrolls in the Plan, and such elections shall take effect as
soon as administratively feasible thereafter. These elections shall remain in
5
effect until changed by the Member, unless the Member's elections are suspended
as a consequence of a hardship withdrawal or any other in-service withdrawal.
A Member may change the rate of employee contributions at any time, and
such change shall take effect as soon as administratively feasible. Elections
under this Section shall be made at such time, in such manner and in such form
as the Committee may prescribe through uniform and nondiscriminatory rules.
Additionally, a Member may elect to suspend all employee contributions
at any time. Such suspension shall take effect as soon as administratively
feasible thereafter. If a Member suspends all employee contributions, that
Member shall not be permitted to share in Matching Contributions during the
suspension or to resume employee contributions until four (4) months after the
effective date of the suspension.
The Committee may reduce, suspend, or refund a Highly Compensated
Member's contributions, or set a lower contribution limit applicable to all
Highly Compensated Members, if the Committee finds that it is necessary to
ensure compliance with any of the nondiscrimination tests set forth in Section
3.6. Unless a Member has changed or revoked elections in the meantime, such
Member's elections may be restored as of the first day of the Plan Year
following such an action by the Committee, or such earlier date as the Committee
deems appropriate.
Section 3.5. Payment of Contributions to Trust. The Company shall
forward contributions made by Employees to the Trustee on the earliest date the
contributions reasonably may be segregated from the Company's general assets, as
determined under the standards described in 29 CFR 2510.3-102(b). If a Rollover
Contribution is not paid directly to the Trustee, the contribution shall be
forwarded no later than 90 days after the date the Company receives the
contribution.
Section 3.6. Statutory Limitations and Disposition of Excess.
(a) The maximum Pretax Contribution that a Member may make to this Plan
(when combined with any other plan containing a cash or deferred arrangement
sponsored by the Company or an Affiliated Company) is specified in Code section
402(g)(1). The limit is $10,000 for 1999 and is adjusted for cost-of-living by
the Secretary of the Treasury.
If a Member elects a rate of Pretax Contributions that, in the judgment
of the Committee, would cause the Code section 402(g)(1) limit to be violated,
then the contributions that are elected by the Member that are in excess of the
limit shall be made as After-tax Contributions. If the Committee discovers after
6
the close of a calendar year that Pretax Contributions in excess of the
402(g)(1) limit have been made for that calendar year, the Committee shall
implement the procedures described in Section 3.6(b)(1).
(b) As of the end of a Plan Year, the Committee shall determine if the
limitations imposed by this Article 3 are sufficient or if contributions must be
forfeited, distributed to the Employee or allocated to a suspense account, in
the order provided below:
(1) First, the Committee shall determine if Pretax
Contributions in excess of the Code section 402(g)(1) limit have been made to
the Plan. If so, the excess deferral shall be returned to the Member who made
it. This distribution of excess deferrals shall be adjusted for income or loss
allocated thereto in the manner determined by the Committee in accordance with
any method permissible under applicable Treasury regulations. The Committee
shall endeavor to make a distribution to the Member by the April 15 following
the year in which the excess deferral was made.
(2) Second, the Committee shall determine whether
contributions to the Plan have been made which exceed the limitations of Code
section 415(c) and, prior to the Limitation Year beginning January 1, 2000, Code
section 415(e). The Committee shall use W-2 compensation (as defined in Treas.
Reg. Section 1.415-2(d)(11)(i) in making this determination, except that, the
Committee shall include amounts excluded from W-2 compensation by reason of Code
sections 125, 132(f), 402(g)(3), and 457. If, as a result of the allocation of
forfeitures, a reasonable error in determining the Member's W-2 compensation, or
a reasonable error in determining the amount of Pretax Contributions that may be
made with respect to a Member, the annual addition to a Member's Account exceeds
that which may be allocated, Company contributions which constitute excess
annual additions (and any gains on such contributions) shall be forfeited, and
used to reduce the Company's contributions for the next succeeding Plan Year.
Removal of excess annual additions shall be made first from the Member's
Matching Account and then from his Company Account. If further corrective
measures are required, excess annual additions resulting from employee
contributions (and any gains thereon) shall be distributed first from the
Member's After-tax Account and then from the Member's Pretax Account. For
purposes of determining whether the annual additions under this Plan exceed the
limitations of Code section 415, all defined contribution plans of the Company
and the Affiliated Companies are to be treated as one defined contribution plan.
For purposes of this Section only, an "Affiliated Company" (other than an
7
affiliated service group member within the meaning of Code section 414(m)) shall
be determined by application of a more than 50% control standard in lieu of an
80% control standard. If the annual additions credited to a Member's Account for
any Limitation Year under this Plan plus the additions credited on his behalf
under other defined contribution plans required to be aggregated pursuant to the
foregoing would exceed the maximum annual additions permitted for such
Limitation Year under Code section 415 for such Member for such Limitation Year,
the annual additions under this Plan and the additions under such other plans
shall be reduced on a pro rata basis and allocated, reallocated, or returned in
accordance with applicable plan provisions regarding excess additions. Prior to
the Limitation Year beginning January 1, 2000, in the case of a Member who also
participated in a defined benefit plan of the Company or an Affiliated Company
(as defined above), the Company shall reduce the annual additions credited to
the Account of such Member under this Plan to the extent necessary to prevent
the limitation set forth in Code section 415(e) from being exceeded.
Notwithstanding the foregoing, the provisions of the preceding sentence shall
apply only if such defined benefit plan does not provide for a reduction of
benefits thereunder to ensure that the limitation set forth in Code section
415(e) is not exceeded.
(3) Third, the Committee shall determine whether the actual
deferral percentage ("ADP") test set forth in Treas. Reg. Section 1.401(k)-1(b)
has been met for the Plan Year. Such testing shall utilize the prior year
testing method as such term is defined in Internal Revenue Service Notice 98-1.
If the test is not met, the Committee shall determine the amount of excess
Pretax Contributions of Highly Compensated Members by reducing Pretax
Contributions made on behalf of Highly Compensated Members in order of their
highest actual deferral percentages in accordance with Code section 401(k)(8)(B)
(ii) and the Treasury regulations thereunder. Once determined, such excess
shall be distributed to Highly Compensated Members in order of the highest
dollar amounts contributed on behalf of such Highly Compensated Members in
accordance with Code section 401(k)(8)(C) and the Treasury regulations
thereunder before the end of the next following Plan Year. Such distribution of
excess deferral amounts shall be adjusted for income or loss allocated thereto
in the manner determined by the Committee in accordance with any method
permissible under applicable Treasury regulations.
(4) Fourth, the Committee shall determine whether the actual
contribution percentage ("ACP") test set forth in Treas. Reg. Section
1.401(m)-1(b) has been met for the Plan Year. Such testing shall utilize the
8
prior year testing method as such term is defined in Internal Revenue Service
Notice 98-1. If the test is not met, the Committee shall determine the amount
of excess After-Tax Contributions and Matching Contributions of Highly
Compensated Members by reducing, first, After-Tax Contributions made by, and
second, Matching Contributions made on behalf of, Highly Compensated Members in
order of their highest contribution percentages in accordance with Code section
401(m)(6)(B)(ii) and Treasury regulations thereunder. Once determined, such
excess shall be distributed to Highly Compensated Members in order of the
highest dollar amounts contributed by or on behalf of such Highly Compensated
Members in accordance with Code section 401(m)(6)(C) and the Treasury
regulations thereunder (or, if such excess contributions are forfeitable, they
shall be forfeited) before the end of the next following Plan Year. Such
distribution or forfeiture of excess contributions shall be adjusted for income
or loss allocated thereto in the manner described by the Committee in accordance
with any method permissible under applicable Treasury regulations.
(5) Fifth, the Committee shall determine whether the multiple
use test set forth in Treas. Reg. Section 1.401(m)-2(b) is met for the Plan
Year. If the test is not met, the Committee shall reduce the actual contribution
percentage of the group of Highly Compensated Members in accordance with the
provisions of Section 3.6(b)(4).
(6) Sixth, any Matching Contribution of a Member based on an
employee contribution returned to a Member, and not distributed or forfeited in
accordance with Section 3.6(b)(4) or (5), shall be forfeited and applied to
reduce Company contributions under the Plan. Such forfeitures of excess
contributions shall be adjusted for income or loss allocated thereto in the
manner determined by the Committee in accordance with any method permissible
under applicable Treasury regulations.
9
ARTICLE 4
ACCOUNTS OF MEMBERS
Section 4.1. Individual Account for Each Member. The Committee or, if
the Committee so determines, an agent of the Committee, shall maintain an
Account for each Member and Former Member having an amount credited in the Trust
Fund. Each Account shall be divided into separate subaccounts:
(a) a Pretax Account to accept Pretax Contributions pursuant to Section
3.1(a),
(b) an After-tax Account to accept After-tax Contributions pursuant to
Section 3.1(b),
(c) a Matching Account to accept Matching Contributions under
Section 3.2,
(d) a Company Account to accept Company Contributions under Section 3.2
and which will include Medisave Contributions under the provisions of the Plan
as in effect prior to January 1, 1999,
(e) a Rollover Account to accept Rollover Contributions pursuant to
Section 3.3, and
(f) such additional subaccounts as the Committee deems necessary to
keep track of a Member's interest in the Trust Fund.
Section 4.2. Separate Accounting. The amounts in a Member's Pretax
Account, After-tax Account, Matching Account, Company Account, and Rollover
Account (to the extent that a Member has such subaccounts) shall at all times be
separately accounted for. Withdrawals, distributions, and other credits or
charges shall be separately allocated among such subaccounts on a reasonable and
consistent basis.
Cash dividends on shares held in a subaccount on any record date
applicable to such shares shall be credited to such subaccount on the date the
dividend is paid and reinvested in the security with respect to which the
dividends were paid. Stock dividends and stock splits with respect to shares
held in a subaccount will be credited to that subaccount. Other distributions of
securities and rights to subscribe with respect to shares held in a subaccount
shall be sold and the net proceeds handled as a cash dividend.
Section 4.3. Benefits Not Assignable. An interest in a Member's
Account may not be assigned, transferred or alienated in any manner whatsoever
by any Member or Beneficiary, except to secure a loan under the provisions of
10
Article 8 and except for certain judgments and settlements pursuant to ERISA
section 206(d) and Code section 401(a)(13). The preceding sentence also shall
apply to the creation, assignment, or recognition of a right to any benefit
payable with respect to a Member pursuant to a domestic relations order, unless
such order is determined to be a qualified domestic relations order, as defined
in Code section 414(p). If a qualified domestic relations order so provides,
benefits may be paid to an alternate payee even if there has not been a
separation from service by the Member whose benefits are the subject of such
order. Written consent of the alternate payee to receive amounts in excess of
$5,000 (or greater amount as allowed by law) prior to the time the Member
attains age 65 shall not be necessary, unless the qualified domestic relations
order so provides. The Committee shall adopt written procedures for processing
domestic relations orders.
11
ARTICLE 5
INVESTMENTS
Section 5.1. In General.
(a) Each Member shall designate, in accordance with the
procedures established from time to time by the Committee, the manner in which
the amounts allocated to his Account shall be invested from among the Investment
Options made available from time to time by the Committee. A Member may
designate one of such Investment Options for all the amounts allocated to his
Account or he may split the investment of the amounts allocated to his Account
between such Investment Options in such increments as the Committee may
prescribe. If a Member fails to make a designation, then his Account shall be
invested in the Investment Option or Investment Options designated by the
Committee from time to time in a uniform and nondiscriminatory manner.
(b) A Member may change his investment designation for future
contributions to be allocated to his Account. Any such change shall be made in
accordance with the procedures established by the Committee, and the frequency
of such changes may be limited by the Committee.
(c) A Member may elect to convert his investment designation
with respect to the amounts already allocated to his Account. Any such
conversion shall be made in accordance with the procedures established by the
Committee, and the frequency of such conversions may be limited by the
Committee.
Section 5.2. Special Investment Provisions.
(a) Amounts allocated to a Member's Account may be held by the
Trustee uninvested or may be held in an interest bearing account for a
reasonable period of time pending appropriate investment according to this
Article.
(b) Subject to the restrictions otherwise provided herein or
in the Master Trust Agreement, the Plan may acquire and hold its funds in
"qualifying employer securities" (as defined in ERISA section 407 of the Act) to
the extent necessary to comply with the investment provisions set forth in this
Article. The Plan is an eligible individual account plan described in ERISA
section 407(d)(3)(A) and may invest more than ten percent of its assets in
qualifying employer securities. Notwithstanding the foregoing, no transfer into
any Investment Option holding Halliburton Stock shall be made if such transfer
would require the acquisition of Halliburton Stock and if, immediately after
12
such acquisition, (1) the Trust Fund would own more than 10% of the shares of
Halliburton Stock then issued and outstanding or (2) the aggregate fair market
value of employer securities and employer real property held by the Plan would
exceed 10% of the fair market value of the Plan's assets (determined in
accordance with the provisions of ERISA section 407 and the regulations
promulgated thereunder). The Committee may from time to time establish such
rules and regulations as it shall deem appropriate to ensure compliance with the
limitations set forth in the preceding sentence. Further, the Committee may from
time to time refuse to honor any investment designation, establish such rules
and regulations or take any other actions it shall deem appropriate to ensure
the continued availability of any applicable exemptions under the Securities
Exchange Act of 1934 and to ensure the Plan's compliance with applicable federal
and state securities laws.
(c) Each Member who has any portion of his Account invested in
Halliburton Stock shall be entitled to vote the shares of Halliburton Stock
allocated to his Account in accordance with the provisions set forth in the
Master Trust Agreement for the exercise of voting rights with respect to
Halliburton Stock.
13
ARTICLE 6
DISTRIBUTION
Section 6.1. When Distribution May Be Made. A Member may receive
a distribution from the vested portion of the Member's Account under the
following circumstances:
(a) Termination of active employment, including retirement (or, if
later, termination of an authorized leave of absence, or the commencement of an
unauthorized leave of absence);
(b) Termination of employment on account of Disability; or
(c) Termination of employment with the Company, because of a joint
venture creation, sale, transfer, or other disposition involving all or part of
the Company's business, but only if the Member's Account is not transferred, as
provided in Section 2.6, to a plan of the Member's new employer.
Notwithstanding the foregoing, a Member's Pretax Account may only be distributed
pursuant to this item (c) if the transaction satisfies the criteria described in
Code section 401(k)(10)(A)(i)or (ii) and the Treasury regulations promulgated
thereunder, as determined by the Committee, and the Member's distribution is
paid in the form of a lump sum distribution no later than the end of the second
calendar year after the calendar year in which such transaction occurred.
The provisions of this Section 6.1 of the Plan and any other provision
of the Plan notwithstanding, a Member's Pretax Account may not be distributed
at a time when such distribution would violate the distribution restrictions of
Code section 401(k)(2)(B) and the Treasury regulations promulgated thereunder.
Section 6.2. Forms of Distribution. A Member may elect that the
Member's vested Account be paid in any one of the following forms:
(a) An immediate or deferred single sum.
(b) Periodic installments, paid monthly, quarterly, or annually over
five years, ten years, fifteen years, or the life expectancy of the Member.
(c) Periodic installments, paid monthly, quarterly, or annually, which
are equal to a specified dollar amount chosen by the Member.
Installment payments shall not be made over a period exceeding the
Member's life expectancy. Installment payments shall be suspended during any
period of reemployment by the Member with the Company or an Affiliated Company.
14
A Member whose vested Account balance does not exceed $5,000 (or
greater amount as allowed by law), and has not exceeded such amount at the time
of any prior distribution or withdrawal, shall receive the vested Account
balance in a single sum as soon as administratively practicable after the end of
the calendar month in which the Member terminates his employment.
All benefits under the Plan shall be paid in cash except that in the
event that a Member's benefit is to be paid in the form of a single sum
distribution pursuant to item (a) and his Account balance exceeds $5,000, or in
the event of a withdrawal pursuant to Section 7.2, the individual to whom such
benefit or withdrawal is payable may elect to receive the amounts credited to
the Member's Account which are invested in Halliburton Stock in the form of
whole shares of Halliburton Stock with the value of any fractional shares to be
paid in cash.
In the event that a Member's or beneficiary's benefit is to be paid
in installments pursuant to item (b) or (c) or if less than all of a Member's
Account is to be distributed under a direct rollover pursuant to Section 6.7,
the Committee shall establish procedures to determine the priority of
subaccounts and Investment Options from which such installments or direct
rollover shall be made.
At the direction of the Committee, the Trustee may pay any form of
benefit provided hereunder other than a lump sum payment or a direct rollover
pursuant to Section 6.7 by the purchase of a commercial annuity contract and
the distribution of such contract to the Member or beneficiary. Thereupon, the
Plan shall have no further liability with respect to the amount used to purchase
the annuity contract and such Member or beneficiary shall look solely to the
company issuing such contract for such annuity payments. All certificates for
commercial annuity benefits shall be nontransferable, except for surrender to
the issuing company, and no benefit thereunder may be sold, assigned,
discounted, or pledged (other than as collateral for a loan from the company
issuing same). Notwithstanding the foregoing, the terms of any such commercial
annuity contract shall conform with the time of payment form of payment, and
consent provisions of this Article 6.
Section 6.3. Elections Regarding Distribution. A Member eligible to
receive a distribution shall designate the time he will receive the
distribution and the form of the distribution, if his vested Account is not
cashed out as described in Section 6.2. A Member who fails to make this
election shall have the vested Account distributed as described in Section
6.4(a).
Not earlier than 90 days, but not later than 30 days before the date
the vested portion of the Member's Account is scheduled to be distributed, the
Committee shall provide a benefit notice to a Member who is eligible to make an
15
election under this Section 6.3. The benefit notice shall contain a general
explanation of the features of the optional forms of payment available under the
Plan and explain the Member's right to defer distribution until age 65.
Notwithstanding anything in the preceding paragraph to the contrary,
distribution may begin less than 30 days after the notice required in the
preceding paragraph is given, as long as:
(a) The benefit notice clearly informs the Member that the Member has
a right to a period of at least 30 days after receiving the notice to consider
the decision of whether or not to elect a distribution; and
(b) The Member, after receiving the notice, affirmatively elects a
distribution.
Section 6.4. Required Time for Distribution.
(a) A Member, who terminates employment before attaining age 65 and
defers or does not designate the time of distribution in accordance with
Section 6.3, shall receive his Account balance as soon as administratively
practicable after the end of the calendar month in which the Member attains age
65. A Member who terminates employment upon or after attaining age 65, shall
receive his Account balance as soon as administratively practicable after the
end of the calendar month in which the Member retires or otherwise terminates
employment. However, distribution shall be delayed, if necessary, to comply
with the direct rollover notice and election rules described in Section 6.6.
If the Member has not elected a form of payment by the time
distribution must begin under this Section 6.4(a), the vested portion of the
Member's Account shall be paid to that Member in a single sum in cash.
(b) If a Member is employed on the April 1 of the calendar year
following the calendar year in which the Member attains age 70 1/2, that
Member may receive a minimum distribution on or before such April 1, and may
receive a minimum distribution on each following December 31, until the Member
retires or terminates active employment.
The amount of the initial minimum distribution shall be equal to the
value of the vested portion of the Member's Account as of the December 31
preceding the Member's attainment of age 70-1/2, divided by the applicable
divisor. The amount of any subsequent minimum distribution is equal to the
value of the Member's vested Account as of the December 31 preceding the
16
minimum distribution date, divided by the applicable divisor. "Applicable
divisor" means the amount in (2), if the Member's Beneficiary is his spouse,
and, in any other case, the lesser of:
(1) The applicable divisor determined in accordance with Prop.
Reg. Section 1.401(a)(9)-2, Q&A-4; or
(2) The life expectancy of the Member as determined under
applicable Treasury regulations.
(c) If a Member is required to receive a distribution, but the
Committee is unable to locate the Member (or the Member's Beneficiary) within
five years, the Member's Account shall be forfeited, and the forfeiture shall
be applied to reduce the Company's contribution for the Plan Year. Such
forfeited Account shall be restored and distributed to the Member or
Beneficiary, if a claim for such Account is made by such Member or Beneficiary,
or if the Committee is able to locate the Member or Beneficiary. Payment of
such a restored Account shall be made approximately 60 days after the date
the Committee locates the Member or Beneficiary, or, if earlier, the date a
claim is filed.
Section 6.5. Statutory Requirements Regarding Distribution.
(a) Regardless of any contrary provision of the Plan, a distribution
from the Plan to a Member shall begin no later than the 60th day after the
close of the Plan Year in which the latest of the following occurs:
(1) the date on which a Member attains age 65,
(2) the 10th anniversary of the year in which a Member commenced
participation under the Plan, or
(3) the Member's termination of employment with the Affiliated
Companies.
(b) Notwithstanding anything herein to the contrary, any distribution
hereunder shall be determined in accordance with Code section 401(a)(9) and the
proposed regulations thereunder, including the "minimum distribution incidental
benefit requirement" of Section 1.401(a)(9)-2 of the proposed regulations.
Section 6.6. Distribution upon Death. If the Member dies before
distribution of the Member's vested Account begins, the Member's benefit shall
be distributed in a single sum to the Member's Beneficiary. Generally,
distribution shall occur as soon as administratively practicable after the end
17
of the calendar month in which the Committee receives satisfactory evidence of
the death of the Member. However, the Beneficiary may elect to delay
distribution to the earlier of:
(a) the fifth anniversary of the Member's death; or
(b) the date the Member would have reached age 65.
Section 6.7. Direct Rollover of Distribution. A distributee may elect
to have an eligible rollover distribution paid directly to at most one eligible
retirement plan specified by the distributee. A distributee may elect to divide
an eligible rollover distribution so that part is paid directly to an eligible
retirement plan and part is paid to the distributee.
A distributee may elect a direct rollover after having received a
written notice that complies with the rules of Code section 402(f). In general,
payment to a distributee shall not begin until 30 days after the Code section
402(f) notice is given. However, payment may be made sooner if the notice
clearly informs the distributee of the right to a period of at least 30 days to
consider the decision of whether or not to make a direct rollover, and the
distributee, after receiving the notice, makes an affirmative election. A
distributee who fails to make an election in the thirty-day period shall
receive the eligible rollover distribution immediately after the 30-day period
expires.
For purposes of this Section, the following terms have the meanings set
forth below:
(a) An "eligible rollover distribution" is any distribution or
withdrawal payable under the terms of this Plan to a Member, which is described
in Code section 402(c)(4). In general, this term includes any single-sum
distribution, and any distribution that is one in a series of substantially
equal periodic payments made over a period that is less than ten (10) years, and
is less than the distributee's life expectancy. However, an eligible rollover
distribution does not include (1) the portion of any distribution which
constitutes a minimum required distribution under Code section 401(a)(9),
(2) the portion of any distribution which is a return of the After-tax
Contributions of a Member, (3) a distribution pursuant to Section 7.3 from the
Pretax Account of a Member, or (4) a distribution to the Member's Beneficiary,
unless the Beneficiary is the Member's spouse.
(b) "Eligible retirement plan" means:
(1) An individual retirement account described in Code
section 408(a);
(2) An individual retirement annuity described in Code
section 408(b);
(3) An annuity plan described in Code section 403(a); and
18
(4) A retirement plan qualified under Code section 401(a), but
only if the terms of such plan permit the acceptance of rollover distributions.
However, in the case of an eligible rollover distribution to a
distributee who is a surviving spouse, an eligible retirement plan is an
individual retirement account or an individual retirement annuity.
(c) "Distributee" means a Member, Former Member, the spouse of a
deceased Member, or a spouse who is an alternate payee under a qualified
domestic relations order.
Section 6.8. Facility of Payment. If the Committee deems any person
entitled to receive any amount under the provisions of this Plan incapable of
receiving or disbursing the same by reason of minority, illness or infirmity,
mental incompetency, or incapacity of any kind, the Committee may, in its
discretion, direct the Trustee to take any one or more of the following actions:
(a) To apply such amount directly for the comfort, support and
maintenance of such person;
(b) To reimburse any person for any such support previously supplied
to the person entitled to receive any such payment;
(c) To pay such amount to a court appointed legal representative or
guardian selected by the Committee to disburse it for such comfort, support and
maintenance.
Section 6.9. Forfeitures. A Member who terminates employment and who,
as a result, receives a distribution of the vested portion of an Account, shall
forfeit all non-vested amounts in the Account. A Member who is not vested in
the portion of the Accountderived from employer contributions shall be deemed to
have received a distribution of the entire vested Account upon termination of
employment. Forfeitures under this Section shall reduce Company contributions
under Section 3.5.
If the Member later returns to the employ of the Company or an
Affiliated Company before incurring a Break in Service, that Member's non-vested
Account shall be restored, and the Member may repay the amount of the
distribution.
Section 6.10. Recovery of Payments Made by Mistake. Notwithstanding
anything to the contrary, a Member or Beneficiary is entitled to only those
benefits provided by the Plan and promptly shall return any payment, or portion
thereof, made by mistake of fact or law. Further notwithstanding anything to the
contrary, an alternate payee under a qualified domestic relations order is
19
entitled to only those benefits from the Plan as are designated by the order and
promptly shall return any payment, or portion thereof, made by mistake of fact
or law. The Committee may offset the future benefits of any recipient who
refuses to return an erroneous payment, in addition to pursuing any other
remedies provided by law.
20
ARTICLE 7
WITHDRAWALS
Section 7.1. Withdrawals from After-tax Account. A Member may make a
single-sum withdrawal from the Member's After-tax Account at any time. However,
there are three conditions on this right:
(a) A withdrawal must total at least $500;
(b) A Member may make only one withdrawal in a Plan Year; and
(c) A Member must have made contributions to this Plan (or a
Predecessor Plan), for at least one year.
Section 7.2. Withdrawal After Age 59 1/2. A Member who has attained
age 59 1/2 may withdraw from his Account an amount not exceeding the then value
of such Account.
Section 7.3. Hardship Withdrawals.
(a) Eligibility. A Member may request a hardship distribution, if:
(1) That Member has received all distributions available under
this Plan, including distributions described in Section 7.1 and Section 7.2, and
any in-service distribution available to a Member from a subaccount derived from
a Predecessor Plan;
(2) That Member has received the maximum loan available under
this Plan;
(3) That Member has received all in-service distributions and
loans available under any other plan of the Company or an Affiliated Company;
and
(4) That Member is requesting the distribution in order to:
(A) pay medical expenses for the Member, the Member's
spouse, or dependents;
(B) purchase the Member's principal residence;
(C) pay tuition, related educational fees, or room and board
for next twelve months of post-secondary education for the Member, the Member's
spouse, or dependents;
(D) prevent the Member's eviction from the Member's
principal residence; or
(E) prevent foreclosure on the mortgage on the Member's
principal residence; and
21
(5) That Member represents on a sworn statement in such form
as the Committee prescribes that the need cannot reasonably be relieved (A)
through reimbursement or compensation by insurance or otherwise, (B) by
liquidation of the Member's assets, (C) by cessation of Tax Pretax Contributions
or After-tax Contributions, or (D) by other distributions or nontaxable (at the
time of the loan) loans from plans maintained by the Company or by any other
employer or by borrowing from commercial sources on reasonable commercial terms.
For purposes of the preceding sentence, a Member's resources shall be deemed to
include those assets of his or her spouse and minor children that are reasonably
available to the Member. The decision of the Committee shall be final and
binding, provided that all Members similarly situated shall be treated in a
uniform and nondiscriminatory manner.
(b) Amount. In general, the Committee shall permit the Member to
designate the amount to be withdrawn. However, the withdrawal amount shall not
be more than the amount necessary to both meet the Member's financial need and
pay any reasonably anticipated federal, state, and local income taxes or
penalties that may result from the distribution.
The amount that may be withdrawn is further limited to the amount held
in the Member's Pretax, Rollover, and After-tax Accounts, as of the date of the
withdrawal, minus any income earned on the Member's Pretax Account after
December 31, 1988, as specified in Treas. Reg. ss.1.401(k)-1(d)(2)(ii).
(c) Administration. The Committee shall determine whether a Member is
eligible to make a hardship withdrawal, as soon as possible following receipt of
an application for such a withdrawal. If it approves the application, the
Committee shall direct the Trustee to pay to the Member the amount requested by
the Member (or any lesser amount dictated by subsection (b)) in a single sum. If
all or part of the distribution is an eligible rollover distribution, the rules
of Section 6.7 shall apply.
A hardship withdrawal shall be made first from the Member's After-tax
Account, then from the Member's Rollover Account, and then from the Member's
Pretax Account.
22
ARTICLE 8
LOANS
Section 8.1. Eligibility for Loan. Upon application by (a) any Member
who is an Employee or (b) any Member (1) who is a party-in-interest as that term
is defined in ERISA section 3(14) as to the Plan, (2) who is no longer employed
by the Company, who is a beneficiary of a deceased Member, or who is an
alternate payee under a qualified domestic relations order, as defined in Code
section 414(p)(8), and (3) who retains an Account balance under the Plan (an
individual who is eligible to apply for a loan under this Article being
hereinafter referred to as a "Member" for purposes of this Article), the
Committee may in its discretion direct the Trustee to make a loan or loans to
such Member. Such loans shall be made pursuant to the provisions of the
Committee's written loan procedure, which procedure is hereby incorporated by
reference as a part of the Plan.
Section 8.2. Maximum Loan.
(a) A loan to a Member may not exceed 50% of the then value of
such Member's vested Account balance.
(b) Paragraph (a) above to the contrary notwithstanding, the
amount of a loan made to a Member under this Article shall not exceed an amount
equal to the difference between:
(1) The lesser of $50,000 (reduced by the excess, if any,
of (A) the highest outstanding balance of loans from the Plan during the
one-year period ending on the day before the date on which the loan is made over
(B) the outstanding balance of loans from the Plan on the date on which the loan
is made) or one-half of the present value of the Member's total nonforfeitable
accrued benefit under all qualified plans of the Company or an Affiliated
Company; minus
(2) The total outstanding loan balance of the Member
under all other loans from all qualified plans of the Company or an Affiliated
Company.
23
ARTICLE 9
VESTING AND SERVICE
Section 9.1. Vesting.
(a) A Member's interest in the Member's Pretax Account, After-tax
Account, and Rollover Account at all times shall be fully vested and
nonforfeitable.
(b) Except as provided in an Appendix attached hereto, a Member's
interest in the Member's Matching or Company Account shall become fully vested
and nonforfeitable upon the Member's completion of 5 years of Service (as
defined in Section 9.2); upon the later of the attainment of age 65 or the 5th
anniversary of the Member's participation in the Plan; or upon death or
Disability.
Section 9.2. Service. In general, Service is the total time of an
Employee's employment with the Company, counted in years and days. In
determining the length of an Employee's Service, all of the Employee's Periods
of Service shall be counted, unless canceled or excluded under subsection (b).
(a) The following periods constitute Service, even if they would not
constitute Service under the first paragraph of this Section:
(1) Service credited under the terms of a Predecessor Plan, and
any additional service credited under the terms of a merger agreement
involving the Predecessor Plan;
(2) Periods of employment with an Affiliated Company for the
period that such an entity is an Affiliated Company;
(3) Periods of employment with a predecessor to the Company or an
Affiliated Company, if:
(A) The period is credited under the terms of a plan of the
predecessor which is maintained by the Company or an Affiliated Company; or
(B) The Committee, by resolution, agrees to count such periods
as Service under the Plan for all Employees who are or may be covered under the
Plan;
(4) Service with a joint venture of the Company, an entity
which has ceased to be an Affiliated Company, or an entity spun off from the
Company, if the Committee, by resolution, agrees to count such periods as
Service under the Plan;
24
(5) A leave of absence approved by the Company (or an
Affiliated Company) in writing; provided, however, if an individual does not
return from the leave, that individual's Service shall include only the first
year of the leave;
(6) Service following the date an Employee's active employment
with the Company or an Affiliated Company terminates, if the Employee resumes
active employment within 12 months.
(b) The following periods do not constitute Service, regardless of any
provision in this Section to the contrary:
(1) Service prior to a Break in Service, unless the Employee was
vested in any portion of the Employee's Account derived from Company
contributions at the time of the Break in Service; and
(2) The interim maternity or paternity leave period between the
first and second anniversaries of absence, as described in Section 15.12(d).
25
ARTICLE 10
ADMINISTRATION OF THE PLAN
Section 10.1. Appointment of the Committee. The administration of the
Plan, including the payment of all benefits to Members or their Beneficiaries,
shall be the responsibility of the Halliburton Company Benefits Committee, which
is the administrator of the Plan. In addition, the Committee and each Committee
member shall be named fiduciaries of the Plan. The Committee shall be appointed
by the Chief Executive Officer of Halliburton Company and shall serve at his
pleasure.
Section 10.2. Procedures. The procedures of the Committee shall be
established by the Chief Executive Officer of Halliburton Company.
Section 10.3. Records and Reports of the Committee. The Committee
shall keep such written records as it shall deem necessary or proper, which
records shall be open to inspection by the Company. The Committee shall obtain
from the Trustee regular reports with respect to the current value of the assets
held in the Trust Fund, in such form as is acceptable to the Committee.
Section 10.4. Fiduciary Duties. In performing their duties, all
fiduciaries with respect to the Plan shall act solely in the interest of the
Members and their Beneficiaries and:
(a) For the exclusive purpose of providing benefits to the Members and
their Beneficiaries;
(b) With the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims;
(c) To the extent a fiduciary possesses and exercises investment
responsibilities, by diversifying the investments of the Trust Fund so as to
minimize the risk of large losses, unless under the circumstances it is clearly
prudent not to do so; and
(d) In accordance with the documents and instruments governing the
Plan, insofar as such documents and instruments are consistent with the
provisions of Title I and Title IV of ERISA.
Section 10.5. Responsibilities of the Board, the Chief Executive
Officer, the Committee, and the Trustee. The Board, the Chief Executive
Officer, the Committee, and the Trustee possess certain specified powers,
duties, responsibilities and obligations under the Plan and the Trust Agreement.
26
It is intended under this Plan and the Trust Agreement that each be responsible
solely for the proper exercise of its own functions and that each shall not be
responsible for any act or failure to act of another, unless otherwise
responsible as a breach of its fiduciary duty or for breach of duty by another
fiduciary under the rules of co-fiduciary responsibility. In general,
(a) the Board is responsible:
(1) for making Plan amendments, including amendments that have a
significant cost impact on Halliburton Company, and
(2) for terminating the Plan;
(b) the Chief Executive Officer is responsible:
(1) for appointing and removing the Committee,
(2) for making Plan amendments, other than amendments that have a
significant cost impact on Halliburton Company, and
(3) for terminating the Plan;
(c) the Committee is responsible:
(1) for administering the Plan,
(2) for construing and interpreting the Plan, as provided in
Section 10.17,
(3) for adopting such rules and regulations as in the opinion
of the Committee are necessary or advisable to implement and administer the Plan
and to transact its business, and
(4) for providing a procedure for carrying out a funding
policy and method consistent with the objectives of the Plan and the
requirements of Title I of ERISA.
(d) the Trustee is responsible for the management and control of the
Plan assets, to the extent provided in the Master Trust Agreement. The Committee
periodically shall review the performance of the Trustee and all other persons
to whom fiduciary duties have been delegated or allocated pursuant to the
provisions of Sections 10.6 and 10.7.
Section 10.6. Allocation or Delegation of Duties and Responsibilities.
In furtherance of its duties and responsibilities under the Plan, the Committee
may, subject always to the requirements of Section 10.4,
(a) Employ agents to carry out nonfiduciary responsibilities;
(b) Employ agents to carry out fiduciary responsibilities (other than
trustee responsibilities as defined in ERISA section 405(c)(3));
27
(c) Consult with counsel and advisors, who may be counsel and advisors
to the Company; and
(d) Provide for the allocation of fiduciary responsibilities (other
than trustee responsibilities as defined in ERISA section 405(c)(3)) among
Committee members.
Section 10.7. Procedure for the Allocation or Delegation of Fiduciary
Duties. Any action described in subsections (b) or (d) of Section 10.6 may be
taken by the Committee in accordance with the following procedure:
(a) Such action shall be taken by a majority of the Committee in a
meeting or by unanimous action by way of consent resolutions;
(b) Any delegation of fiduciary duties or any allocation of fiduciary
duties among members of the Committee may be modified or rescinded by the
Committee according to the procedure set forth in subsection (a) of this Section
10.7.
Section 10.8. Expenses. The expenses of administering the Plan and the
compensation of all employees, agents, counsel, or advisors of the Committee,
including the Trustee's fees, shall be paid from the Trust Fund, unless paid by
the Company. In determining whether to pay Plan expenses, the Company acts in a
corporate and not a fiduciary capacity.
Section 10.9. Indemnification. The Company agrees to indemnify and
reimburse members of the Committee and employees acting for the Company, and all
such former members of the Committee and former employees, for any and all
expenses, liabilities, or losses arising out of any act or omission relating to
the rendition of services for, or the management and administration of, the
Plan. Indemnification and reimbursement shall be made to the fullest extent
permitted by law, the Company's Certificate of Incorporation and by-laws, and
any indemnification policy purchased by the Company.
Section 10.10. Disputes. Any dispute over the interpretation or
application of this Plan or any Predecessor Plan shall be resolved through the
claims and appeal procedures set forth in Sections 10.11 - 10.18. For purposes
of Sections 10.11 - 10.18, "Plan" includes this Plan and any Predecessor Plan.
The purpose of these claims and appeal provisions is to secure the
speedy, inexpensive resolution of all disputes over Plan benefits and rights
granted by the Plan. These provisions shall be liberally construed so as to
avoid litigation and its attendant expenses.
28
Section 10.11. Claims Procedure. Each person who claims entitlement to
any right or benefit under the Plan ("claimant") may submit a claim with respect
to that benefit or right. All claims shall be submitted in writing to the
Committee and shall be accompanied by such information and documentation as the
Committee determines are required to make a ruling on the claim. Upon receipt of
a claim, the Committee shall consider the claim and shall render a decision and
communicate the same to the claimant.
The Committee shall render a decision within 90 days after receipt of
the claim, unless special circumstances require an extension of time for
processing the claim. If such an extension of time for processing is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial 90-day period. In no event shall such extension
exceed a period of 90 days from the end of such initial period. The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Committee expects to render a decision.
In the event that the claim is denied in whole or in part, the claimant
shall be given notice in writing, which shall set forth the following in a
manner reasonably calculated to be understood by the claimant:
(a) the specific reason(s) for the denial;
(b) specific reference to pertinent Plan provisions on which the denial
is based;
(c) a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary.
(d) an explanation of the Plan's appeal procedure.
The failure of the Committee to render a decision on a claim within the
time specified shall be deemed to be a denial of such claim.
Any claim under this claims procedure must be submitted within 12
months from the earlier of (i) the date on which the claimant learned of facts
sufficient to enable the claimant to formulate such claim, or (ii) the date on
which the claimant reasonably should have been expected to learn of facts
sufficient to enable the claimant to formulate such claim.
Section 10.12. Appeal Procedure. When a claim has been or is deemed
denied, the claimant (hereinafter referred to as appellant) shall have the right
within 60 days after receipt of written notice thereof or the date the claim is
deemed denied to file an appeal with Committee and to go through the appeal
29
procedure herein set forth. All appeals shall be in writing, and shall set forth
the reasons why the appellant believes the decision denying the claim is
erroneous. The appellant may be represented by counsel, or by other
representative authorized in writing by appellant in a manner specified by the
Committee, and appellant or appellant's counsel or duly authorized
representative may review pertinent documents and may submit issues and comments
in writing to the Committee. The expense of a paid representative shall be borne
by the appellant.
Within 60 days after such written appeal is received, the Committee
shall conduct a full and fair review of the entire claim. The Committee shall
render a decision on the appeal in writing not later than 60 days after receipt
of the written appeal, unless special circumstances (such as the need to hold a
hearing, which shall be determined by the Committee) require an extension of
time for processing, in which case a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of a written appeal. If
special circumstances require an extension of time for processing, the Committee
shall so notify the appellant prior to the commencement of the extension. If the
Committee does not render a decision within 60 days (120 days if special
circumstances arise), the appeal shall be deemed denied.
The decision shall include specific references to provisions of this
Plan and of law and shall be written in a manner reasonably calculated to be
understood by the appellant. The decision of the Committee shall be final and
shall be binding upon the appellant, the appellant's Beneficiaries, heirs, and
assigns and all other persons claiming by, through or under the appellant.
A failure to file a claim and an appeal in the manner and within the
time limits set forth herein shall be deemed a failure by the aggrieved party to
exhaust that party's administrative remedies and shall constitute a waiver of
the rights or benefits sought to be established under the Plan.
Section 10.13. Exhaustion of Administrative Remedies. No legal action
to recover Plan benefits or to enforce or to clarify rights under the Plan shall
be commenced under ERISA section 502(a)(1)(B), or under any other provisions of
law, whether or not statutory, unless and until the claimant first shall have
exhausted the claims and appeal procedures available to the claimant hereunder
in Sections 10.11 - 10.12. A claimant must raise all issues and present all
theories relating to his claim to the Committee at one time. Otherwise, the
claimant shall be deemed to have abandoned forever all issues and theories not
raised and presented to the Committee.
30
Section 10.14. Limitation on Actions. Any suit brought to contest a
decision of the Committee shall be filed in a court of competent jurisdiction
within one (1) year from receipt of written notice of the Committee's final
decision or from the date the appeal is deemed denied, and any suit not filed
within this one-year limitation period shall be dismissed by the court. Service
of legal process shall be made upon the Plan by service upon the Committee.
Section 10.15. Federal Preemption. All state law causes of action that
arise out of or relate to this Plan or to entitlement to rights or benefits
under the Plan shall be deemed to have been preempted by ERISA section 514.
Section 10.16. No Right to Jury Trial; Evidence. In any suit
contesting a decision of the Committee, all issues of fact shall be tried by the
court and not by a jury. No evidence may be introduced in court which was not
previously presented to the Committee and no evidence may be introduced to
modify or contradict the terms of the Plan document.
Section 10.17. Scope of Review. The Committee shall have full
discretionary authority to interpret and apply the terms of the Plan document
and other relevant documents and relevant provisions of law, and deference shall
be afforded the Committee's decisions. This grant of authority shall be broadly
construed and shall include the authority to find facts, to reach conclusions of
law, to interpret and apply ambiguous terms, and to supply missing terms
reasonably necessary to resolution of claims and appeals.
No finding of fact by the Committee shall be set aside by a court
unless the party contesting the finding shall prove by clear and convincing
evidence that the finding is arbitrary and capricious. No conclusion of law
reached by the Committee shall be reversed by a court unless the party
contesting the conclusion shall demonstrate that the Committee is guilty of
manifest disregard of law.
Section 10.18. Limitation on Damages. In any suit over Plan benefits
or rights, recovery shall be limited to the amount of benefits found due,
without interest, or to specific enforcement of rights established under the
Plan, and shall not include any other damages whether denominated incidental,
special, consequential, collateral, compensatory, exemplary, punitive or
whatever.
Section 10.19. Member Plan Data. The Committee may issue, or cause to
be issued, from time to time, statements to Employees, Members, Former Members,
and Beneficiaries, indicating eligibility, Service or other data regarding their
Plan benefits. If any such person wishes to challenge the accuracy of such data
31
or of any information issued in response to a request within the terms of ERISA
sections 105(a) or 209(a)(1), the person shall do so in the manner and within
the time limits set forth above in Sections 10.11 - 10.18.
Section 10.20. Advisors Not Fiduciaries. The Committee and other Plan
fiduciaries may solicit the advice of attorneys, actuaries, accountants,
consultants and other professionals and may rely upon their advice in the
performance of duties under the Plan. No such advisor shall be considered a
fiduciary by virtue of having advised a fiduciary but shall be a fiduciary only
to the extent he expressly accepts that role.
32
ARTICLE 11
AMENDMENT, TERMINATION OR MERGER
Section 11.1. Amendment. The Board shall have the right to amend the
Plan in writing at any time and in any respect whatsoever, provided that
amendments to the Plan that do not have a significant cost impact on Halliburton
Company and amendments necessary to acquire and maintain a qualified status for
the Plan under the Code, whether or not retroactive, may be made by the Chief
Executive Officer or such individual or committee to whom the Chief Executive
Officer may delegate such power in writing, and further provided that no
amendment shall be made which would deprive any Member retroactively of the
vested portion of the Member's Account or make it possible for any part of the
Trust Fund to be used for or diverted to purposes other than for the exclusive
benefit of the Members and their Beneficiaries (except for refunds as provided
in Section 12.3). When making decisions regarding Plan amendments, the Chief
Executive Officer, the Board, and their agents act in a corporate and not a
fiduciary capacity.
A plan merger agreement between the sponsor of this Plan and any entity
which sponsors a Predecessor Plan shall serve as a formal amendment to this
Plan, to the extent that the merger agreement relates to this Plan.
Section 11.2. Termination. Although the Company intends to continue
the Plan, the Plan may be terminated by written action of the Board or the Chief
Executive Officer at any time and for any reason. In the event of the
termination or partial termination of the Plan or upon the complete
discontinuance of contributions under the Plan, the rights of each affected
Member to the Member's Account on the date of such termination or discontinuance
shall be nonforfeitable and fully vested. Subject to the distribution
requirements of Article 6, payment of such amounts to each Member or
Beneficiary, upon the termination of the Plan or upon the complete
discontinuance of contributions under the Plan, shall be made by the Trustee at
such time and in such manner as is directed by the Committee, provided, however,
that all Members and Beneficiaries similarly situated shall be treated in a
nondiscriminatory manner. Distribution of Pretax Accounts shall commence only if
a successor defined contribution plan, as defined in Treas. Reg.
ss.1.401(k)-1(d)(3), has not been established by the Company.
33
Section 11.3. Merger. In the case of any merger or consolidation of
this Plan and/or the Trust Fund with, or any transfer of the assets or
liabilities of the Plan and/or Trust Fund to, any other plan, or the transfer of
assets or liabilities of another plan to the Plan, the terms of such merger,
consolidation or transfer shall be such that each Member would receive (in the
event of termination of the other plan or this Plan or its successor immediately
thereafter) a benefit which is no less than the Member would have received in
the event of termination of the Plan immediately before such merger,
consolidation or transfer.
Section 11.4. Representations Contrary to Plan. No employee,
supervisor, officer or director of the Company has authority to alter, vary or
modify the terms of the Plan, except in writing through the Plan's formal
amendment procedures set forth in Section 11.1. No representation contrary to
the terms of the Plan and the formal amendments thereto shall be binding on the
Plan, the Trustee, the Committee, or the Company.
34
ARTICLE 12
ESTABLISHMENT OF TRUST
Section 12.1. Agreements of Trust. The Master Trust Agreement, the
provisions of which are incorporated by reference herein, shall govern the
Trustee's duties and responsibilities with respect to the Trust Fund.
Section 12.2. Trust Fund for Exclusive Benefit of Members of the Plan
and Their Beneficiaries. Except as otherwise provided in Section 12.3, it shall
be impossible under any circumstances at any time for any part of the corpus or
income of the Trust Fund to be used for, or diverted to purposes other than for
the exclusive benefit of Members and their Beneficiaries.
Section 12.3. Refund of Certain Company Contributions. Notwithstanding
anything to the contrary:
(a) any contribution made to the Plan by the Company by a mistake of
fact shall be returned to the Company as soon as practicably possible following
discovery of the mistake, but not later than one year after the payment of the
contribution; and
(b) each contribution made to the Plan by the Company is conditioned
upon the deductibility of the contribution under Code section 404 and, to the
extent the deduction is disallowed, the contribution shall be returned to the
Company (to the extent disallowed), as soon as practicably possible following
disallowance of the deduction, but not later than one year after disallowance.
The maximum amount that may be returned to the Company under Section
12.3 is the excess of
(c) the amount contributed by the Company, over, as relevant,
(d) (1) the amount that would have been contributed had no mistake of
fact occurred, or
(2) the amount that would have been contributed had the
contribution been limited to the amount that is deductible after any
disallowance by the Internal Revenue Service.
Earnings attributable to the excess contribution may not be returned to
the Company under Section 12.3, but losses attributable thereto must reduce the
amount to be so returned. Furthermore, if the withdrawal of the amount
attributable to the mistaken or nondeductible contribution would cause the
balance of the Account of any Member, Former Member, or Beneficiary to be
35
reduced to less than the balance which would have been in the Account had the
mistaken or nondeductible amount not been contributed, then the amount to be
returned to the Company must be limited so as to avoid such reduction.
36
ARTICLE 13
TOP-HEAVY REQUIREMENTS
Section 13.1. Top-Heaviness Determination. The Plan is Top-Heavy for a
Plan Year if, as of the last day of the preceding Plan Year, based on valuations
as of such date, the present value of the cumulative accrued benefits under any
Company defined benefit plan and of Accounts under this Plan and any other
defined contribution plan, and including any part of any accrued benefit or
account value distributed from this Plan or any other Company (or Affiliated
Company) plan within the 5-year period ending on the last business day of the
Plan Year, of key employees (as defined in Code section 416(i)) exceeds 60% of a
similar sum for all employees under each plan of the Company and any Affiliated
Company in which a key employee participates and each other plan of the Company
or any Affiliated Company, which enables any such plan to meet the requirements
of Code section 401(a)(4). Accounts and benefits shall not be taken into account
with respect to any individual who has not performed any service for the Company
or an Affiliated Company at any time during the 5-year period ending on the last
business day of the Plan Year.
Section 13.2. Effect of Top-Heaviness. If the Plan is Top-Heavy in a
Plan Year, the following provisions apply:
(a) A Member who is credited with Service in a Plan Year in which the
Plan is Top-Heavy shall be 100% vested in the Member's Account under the Plan.
This provision shall continue to apply to the Member even after the Plan ceases
to be Top-Heavy.
(b) A Member who is not a key employee shall receive a five percent
Company contribution. Matching Contributions, Company Contributions, and Pretax
Contributions shall be considered Company contributions for this purpose.
(c) Prior to January 1, 2000, in determining whether the requirements
of Code section 415(e) have been met, the 1.25 factor shall be replaced by 1.0.
37
ARTICLE 14
MISCELLANEOUS
Section 14.1. Employment Rights. Participation in this Plan shall not
give to any Member the right to be retained in the employ of the Affiliated
Companies, nor, upon dismissal, to have any rights other than as described in
this Plan.
Section 14.2. Headings. The headings are for reference only. In the
event of a conflict between a heading and the content of a section, the content
of the section shall control.
Section 14.3. Number and Gender. The masculine pronoun when used
herein shall include the feminine pronoun, and the singular number shall include
the plural number, unless the context of the Plan requires otherwise.
Section 14.4. Construction. Except to the extent preempted by federal
law, the provisions of the Plan shall be interpreted in accordance with the laws
of the State of Texas.
Section 14.5. Uniformed Services Employment and Reemployment Rights Act
Requirements. Notwithstanding any provision of the Plan to the contrary,
contributions, benefits, and service credit with respect to qualified military
service will be provided in accordance with Code section 414(u).
38
ARTICLE 15
GLOSSARY
Each word and phrase defined in this Article 15 shall have the
following meaning whenever such word or phrase used herein unless a different
meaning is clearly required by the context of the Plan.
Section 15.1. Account. The bookkeeping account of a Member kept
pursuant to Section 4.1, used to keep track of a Member's interest in the Trust
Fund. Some of the subaccounts kept on behalf of a Member are further defined in
Section 4.1.
Section 15.2. Affiliated Company. A member of a controlled group of
corporations (as defined in Code section 1563(a), determined without regard to
Code section 1563(a)(4) and Code section 1563(e)(3)(C)), of which Halliburton
Company is a member, or
(a) an unincorporated trade or business which is under common control
with Halliburton Company, as determined under Code section 414(c) and
regulations issued thereunder; or
(b) an organization which is part of an affiliated service group with
Halliburton Company, as determined under Code section 414(m) and the regulations
thereunder; or
(c) any other entity required to be aggregated with Halliburton
Company, pursuant to the regulations published under Code section 414(o).
For the purpose of determining the length of a Member's Service, the
phrase "more than 50 percent" shall be substituted for the phrase "at least 80
percent", each time it appears in Code section 1563.
Section 15.3. After-tax Contribution. That portion of a Member's
Earnings which the Member elects to contribute to the Member's Account on an
after-tax basis under Section 3.1(b).
Section 15.4. Beneficiary. The individual the Member designates to
receive the sums credited to the Member's Account in the event of the Member's
death. The term "Beneficiary" shall include a contingent beneficiary designated
by the Member to receive said sums should the Member's primary Beneficiary
predecease the Member. The Member shall designate a Beneficiary as provided in
Section 2.2, upon initial enrollment in the Plan, and a Member may change a
Beneficiary by filing a new designation form with the Committee. However, the
designation by a married Member of a primary Beneficiary other than the Member's
spouse shall not be valid unless the spouse consents to the designation of the
39
alternate Beneficiary, the spouse's consent acknowledges the effect of the
designation, and the designation is witnessed by a Plan representative or a
notary public.
A designation of a Beneficiary under a Predecessor Plan shall remain
valid under this Plan, until revoked by the Member.
In the event there is no valid Beneficiary designation in effect, or if
the Member's Beneficiary has died and the Member has not made a new Beneficiary
designation, the Member's Beneficiary shall be the Member's spouse, or if there
is no spouse, the Member's estate.
Section 15.5. Board. The Board of Directors of Halliburton Company.
Section 15.6. Break in Service. A period of absence of 60 or more
consecutive months, beginning with a Date of Separation and continuing until the
next Date of Employment.
Section 15.7. Chief Executive Officer. The Chief Executive Officer of
Halliburton Company.
Section 15.8. Code. The Internal Revenue Code of 1986, as amended, or
as it may be amended from time to time.
Section 15.9. Committee. The Halliburton Company Benefits Committee
appointed by the Chief Executive Officer.
Section 15.10. Company. Halliburton Company, and any Affiliated
Company which adopts this Plan. By adopting the Plan, an Affiliated Company
shall authorize the Board and the Committee to act for it in all matters arising
under or with respect to the Plan and shall comply with such other terms and
conditions as may be imposed by the Board.
Section 15.11. Date of Employment. The date on which an Employee first
earns an hour of service with the Company or an Affiliated Company.
Section 15.12. Date of Separation. The earlier of:
(a) the date on which an Employee (or Former Member) quits, retires, is
discharged or dies,
(b) the first anniversary of any period of absence from active
employment with the Company or an Affiliated Company, for any reason other than
those specified in Section 15.12(a), subject to the provisions of Sections
15.12(d) and 9.2(a)(6). Date of Separation shall not include the date on which
40
an Employee transfers to an ineligible job classification or a non-participating
Affiliated Company, or
(c) the date of disposition of business unit, as described in Section
6.1(c).
(d) In the case of an Employee (or Former Member) on maternity or
paternity leave which continues beyond the first anniversary of the absence on
account of such leave, the Employee's (or Former Member's) Date of Separation
shall be the second anniversary of such absence. Maternity or paternity leave
means an absence from work for any period--
(1) by reason of the pregnancy of the individual,
(2) by reason of the birth of a child of the individual,
(3) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
Section 15.13. Disability. Any physical or mental condition which
renders a Member incapable of performing the work for which he was employed or
similar work, as certified in writing by a doctor of medicine and as approved by
the Committee.
Section 15.14. Earnings. The total of all amounts paid by the Company
to or for the benefit of a Member for services rendered or labor performed for
the Company while a Member and an Employee, which are required to be reported
on the Member's federal income tax withholding statement or statements (Form W-2
or its subsequent equivalent), subject to the following adjustments and
limitations:
(a) The following shall be excluded:
(1) geographic coefficient allowances and foreign service or
hardship premiums;
(2) reimbursements or other expense allowances;
(3) cash and noncash fringe benefits;
(4) moving expenses;
(5) Company contributions to or payments from this or any other
deferred compensation program whether such program is qualified under Code
section 401(a) or nonqualified except that deferred payments under a
performance-based incentive compensation plan of the Company shall not be
excluded;
41
(6) welfare benefits other than paid time off benefits;
(7) amounts realized from the receipt or exercise of a stock option
which is not an incentive stock option within the meaning of Code section 422;
(8) amounts realized at the time property described in Code section
83 is freely transferable or no longer subject to a substantial risk of
forfeiture;
(9) amounts realized as a result of an election described in Code
section 83(b);
(10) any amount realized as a result of a disqualifying disposition
within the meaning of Code section 421(a);
(11) any other amounts which receive special tax benefits under the
Code but are not hereinafter included;
(12) dividends received by a Member with respect to Halliburton
Stock held by such Member while such Halliburton Stock is subject to a
substantial risk of forfeiture, within the meaning of Code section 83, if the
Member did not make an election described in Code section 83(b) with respect
to such Halliburton Stock; and
(13) any bonuses other than bonuses payable under a
performance-based incentive compensation plan of the Company.
(b) Elective contributions made on a Member's behalf by the Company
that are not includable in income under Code section 125, Code section
402(e)(3), or Code section 402(h) and any amounts that are not includable in the
gross income of a Member under a salary reduction agreement by reason of the
application of Code Section 132(f) shall be included.
(c) The Compensation of any Member taken into account for purposes of
the Plan shall be limited to $160,000 for any Plan Year with such limitation to
be:
(1) adjusted automatically to reflect any amendments to Code
section 401(a)(17) and any cost-of-living increases authorized by Code section
401(a)(17); and
(2) prorated for a Plan Year of less than twelve months and to the
extent otherwise required by applicable law.
Section 15.15. Effective Date. April 1, 1999, as to this restatement
of the Plan, except (a) as otherwise indicated in specific provisions of the
Plan and (b) that provisions of the Plan required to have an earlier effective
date by applicable statute and/or regulation shall be effective as of the
42
required effective date in such statute and/or regulation and shall apply, as of
such required effective date, to any plan merged into this Plan.
Section 15.16. Employee. An individual described in Section 2.1.
Section 15.17. ERISA. The Employee Retirement Income Security Act of
1974, as amended, or as it may be amended.
Section 15.18. Former Member. Any person who was at one time a Member
but who is no longer a Member and who has not yet received a complete
distribution of the person's Account from the Plan.
Section 15.19. Halliburton Stock. The common stock of Halliburton
Company.
Section 15.20. Highly Compensated.
(a) In general, an Employee is Highly Compensated for a year if the
Employee:
(1) was a 5-percent owner at any time during the year or the
preceding year, or
(2) for the preceding year had compensation from the Company in
excess of $80,000 (as adjusted by the Secretary of the Treasury).
(b) 5-Percent Owner. An Employee shall be treated as a 5-percent owner
for any year if at any time during such year such Employee was a 5-percent owner
of the Company, as defined in Code section 416(i)(1)(B)(i).
(c) Compensation. For purposes of this Section, "compensation" means
compensation within the meaning of Code section 415(c)(3).
(d) Controlled Group Rules. Code sections 414(b), (c), (m), (n), and
(o) shall be applied before the application of this Section.
Section 15.21. Investment Option. One of the options described in
Article 5 or established by the Committee under Article 5, under which amounts
credited to certain of a Member's subaccounts may be invested at the Member's
direction (or absent Member direction, at the Committee's).
Section 15.22. Limitation Year. The calendar year.
Section 15.23. Master Trust Agreement. The Halliburton Company
Employee Benefit Master Trust Agreement, as amended from time to time.
Section 15.24. Member. An Employee who has joined in the Plan as
provided in Article 2 and who has not transferred to an ineligible job
classification.
43
Section 15.25. Period of Service. The period of time beginning on a
Date of Employment and continuing until the next Date of Separation.
Section 15.26. Plan. The Halliburton Savings Plan as set forth herein
or in any amendments hereto.
Section 15.27. Plan Year. The calendar year.
Section 15.28. Predecessor Plan. Any plan or a portion of a plan
which has been merged into this Plan as of the Effective Date, or may be merged
into this Plan, on or after the Effective Date.
Section 15.29. Pretax Contribution. That portion of a Member's
Earnings which the Member elects to defer to the Member's Account on a pretax
basis under Section 3.1(a).
Section 15.30. Test Compensation. Compensation used for the purpose
of determining whether the nondiscrimination tests of Sections 3.6(b)(3), (4),
and (5) are met. The Committee shall have discretion to use any definition of
Test Compensation that is reasonable and nondiscriminatory under Code section
414(s). However, the Test Compensation of any Member taken into account for
purposes of the Plan shall be limited to $160,000 for any Plan Year with such
limitation to be:
(1) adjusted automatically to reflect any amendments to Code section
401(a)(17) and any cost-of-living increases authorized by Code section
401(a)(17); and
(2) prorated for a Plan Year of less than twelve months and to the
extent otherwise required by applicable law.
Section 15.31. Trust Fund. The sum of the contributions made to the
Plan and held by the Trustee under the Master Trust Agreement increased by any
profits or income thereon and decreased by any losses or reasonable expenses
incurred in the administration of the Trust Fund and any payments made
therefrom.
Section 15.32. Trustee. The trustee or trustees qualified and acting
under the Master Trust Agreement at any time.
EXECUTED this day of , 1999.
------------------- -----------------
HALLIBURTON COMPANY
By
-------------------------------
44
APPENDIX A
NEGOTIATED BENEFIT FOR THE TEXSTEAM UNION
Section A.1. Matching Contributions. The Company shall make Matching
Contributions for each Plan Year on behalf of each Member who (a) is employed by
the Company's Texsteam Operation on the last day of such Plan Year, (b) is a
member of a collective bargaining unit, and (c) makes Pretax or After-Tax
Contributions to the Plan for such Plan Year. The amount of Matching
Contribution made on behalf of an eligible Member shall be equal to 25% of the
Member's contribution (whether Pretax or After-Tax) for such Plan Year which is
not in excess of 6% of such Member's Earnings for such Plan Year.
Notwithstanding the provisions of Section 9.1, the Matching Contribution
Accounts of Members described in this Section shall be fully vested and
nonforfeitable at all times.
Section A.2. Fixed Contributions. For each Plan Year, the Company
shall contribute 2% of Earnings on behalf of each Member who is employed by the
Company's Texsteam Operation on the last day of such Plan Year and is a member
of a collective bargaining unit.
Section A.3. Discretionary Contributions. For each Plan Year, the
Company may, in its discretion, contribute an additional amount to the Plan.
Such additional contribution shall be allocated among the Accounts of the
Members who are employed by the Company's Texsteam Operation on the last day of
such Plan Year and are members of a collective bargaining unit in the proportion
that each eligible Member's Earnings for such Plan Year bears to the total
Earnings of all eligible Members for such Plan Year.
Section A.4. 1999 Plan Year. As a result of the merger of the Savings
Plan for Bargaining Unit Employees of Texsteam Operation of Dresser Industries,
Inc. into the Plan during the Plan Year ending December 31, 1999, the
contributions described above for such Plan Year shall be based on Earnings and
employee contributions for the period beginning March 1, 1999, and ending
December 31, 1999.
A-1
APPENDIX B
MERGER OF SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
WITH AND INTO THE DRESSER INDUSTRIES, INC.
RETIREMENT SAVINGS PLANS
WHEREAS, Baroid Corporation ("Baroid") has heretofore adopted the
Savings Plan for Employees of Baroid Corporation (the "Baroid Plan"); and
WHEREAS, Dresser Industries, Inc. ("Dresser") sponsors and maintains
the Dresser Industries, Inc. Retirement Savings Plan-A (the "Dresser Plan-A"),
the Dresser Industries, Inc. Retirement Savings Plan-B (the "Dresser Plan-B"),
and the Dresser Industries, Inc. Deferred Savings Plan, (the "Savings Plan")
(jointly, the "Dresser Plans"); and
WHEREAS, Baroid was merged with Dresser and the parties hereto desire
that the employees of Baroid become covered by the Dresser Plans; and
WHEREAS, the parties hereto desire to provide simultaneously for a
spin-off of the Baroid Plan into functional group components and for the mergers
of the resulting group components of the Baroid Plan into the Dresser Plan-A,
the Dresser Plan-B, and the Savings Plan effective as of June 1, 1995:
NOW, THEREFORE, the parties hereto agree as follows:
1. Effective as of June 1, 1995, the accounts under the Baroid Plan of
Baroid employees eligible to participate in the Dresser Plan-A, the accounts
under the Baroid Plan of Baroid employees eligible to participate in the Dresser
Plan-B, and the accounts under the Baroid Plan of Baroid employees eligible to
participate in the Savings Plan are hereby transferred to and merged with and
into, respectively, the Dresser Plan-A, the Dresser Plan-B, and the Savings Plan
with the result that the provisions of the Dresser Plans replace the provisions
of the Baroid Plan in their entirety except as otherwise herein provided.
Former employees with account balances in the Baroid Plan will be
transferred to the Dresser Plans in accordance with their eligibility status
immediately prior to termination of employment.
Pursuant to such merger, the assets held under the Baroid Plan shall be
transferred as soon as practicable as provided in Item 2 hereof to the Dresser
Plans to be held under the existing trusts maintained under said Dresser Plans.
Such transfers shall be in cash or in kind as directed by the Dresser Plans'
B-1
administrative committee (the "Committee") except that in accordance with the
provisions of Item 6 hereof shares of Dresser Industries, Inc. common stock,
shares of NL Industries common stock, shares of Tremont Corporation common
stock, as well as temporary Investment Funds under the Baroid Plan which were
established in connection with such merger pursuant to Item 6 hereof, and
including outstanding participant loans, shall be transferred in kind.
2. Immediately after the merger of the relevant group component of the
Baroid Plan with and into the Dresser Plan-A, each Member of the Dresser Plan-A
shall, if the Dresser Plan-A were then terminated, be entitled to a benefit
which is at least equal to the benefit such Member would have been entitled to
immediately prior to the merger if the Baroid Plan and the Dresser Plan-A had
then terminated.
Immediately after the merger of the group component of the Baroid Plan
with and into the Dresser Plan-B, each Member of the Dresser Plan-B shall, if
the Dresser Plan-B were then terminated, be entitled to a benefit which is at
least equal to the benefit such Member would have been entitled to immediately
prior to the merger if the Baroid Plan and Dresser Plan-B had then terminated.
Immediately after the merger of the group component of the Baroid Plan
with and into the Savings Plan, each Member of the Savings Plan shall, if the
Savings Plan were then terminated, be entitled to a benefit which is at least
equal to the benefit such Member would have been entitled to immediately prior
to the merger if the Baroid Plan and the Savings Plan had then terminated.
The provisions of this instrument shall be construed under and in
accordance with section 208 of the Employee Retirement Income Security Act of
1974, as amended, and sections 401(a)(12) and 414(1) of the Internal Revenue
Code of 1986, as amended, and federal regulations promulgated thereunder.
3. As soon as practicable after the merger of the Baroid Plan with and
into the Dresser Plans, the appropriate officers of Dresser and Baroid shall
determine if Baroid is projected to attain (or if such determination cannot be
made until the end of 1995, in fact attained) the profit objectives established
for 1995 as a condition for 1995 Employer Contributions to the Baroid Plan
(based upon the corporate performance of Baroid for the period of January 1,
1995 through May 31, 1995 if such determination is made prior to the close of
1995). If it is determined that Baroid attained or is projected to attain, as
applicable, such profit objectives, Dresser shall make Employer Contributions to
B-2
the applicable Dresser Plan (as successor to the portion of the Baroid Plan
which was merged into it) pursuant to Section 5.1 of the Baroid Plan for the
period of January 1, 1995 through May 31, 1995 on a prorated basis as determined
by the appropriate officers of Dresser and Baroid. Any such pro-rata Employer
Contributions for such period shall be made as soon as practicable after the
determination of the amount thereof to and shall be allocated as of May 31, 1995
to the Plan Accounts of the Baroid Plan Participants in accordance with the
provisions of Article V of the Baroid Plan but based upon Pre-Tax and After-tax
Contributions made and Compensation earned during the period of January 1, 1995
through May 31, 1995 and based upon May 31, 1995 as the Plan Year end for the
Baroid Plan for 1995. If the pro-rata Employer Contributions for to Baroid Plan
for the period of January 1, 1995 through May 31, 1995 are determined and made
prior to the close of 1995 then, at the end of 1995, the appropriate officers of
Dresser shall determine if Baroid attained the profit objectives established for
1995 as a condition for 1995 Employer Contributions to the Baroid Plan and, if
so, whether the pro-rata Employer Contributions made for the Baroid Plan
Participants as of May 31, 1995 were sufficient to constitute pro-rata Employer
Contributions for such short period. If it is determined that such contributions
were not sufficient to constitute pro-rata Employer Contributions for such short
period, Dresser may, as directed by the appropriate officers of Dresser,
contribute to the Dresser Plans on behalf of the Baroid Plan Participants such
Employer Contributions as are determined to be appropriate. Any such additional
1995 pro-rata Employer Contributions for the Baroid Plan Participants shall be
allocated in the same way and to the same persons as if they had been
contributed as a part of the 1995 pro-rata Employer Contributions made for the
Baroid Plan Participants earlier in 1995.
All contributions made in accordance with this Item 3 shall be treated
as having been made to the Baroid Plan as of May 31, 1995, provided such
contributions are made no later than 30 days after the end of the period
described in Code 404(a)(6) applicable to the taxable year of Dresser in which
the 1995 Plan year for the Baroid Plan ends.
4. The provisions of Items 5 through 8 of this instrument shall be
applicable to the accounts (the "Baroid Plan Accounts") transferred to the
Dresser Plans pursuant to the merger of the Baroid Plan with and into the
Dresser Plans of an individual ("Baroid Participant") who was a participant in
the Baroid Plan prior to such mergers.
B-3
5. Except as provided specifically herein, Baroid Plan Accounts shall
be governed by the provisions of the Dresser Plans in the same manner as any
other account under the Dresser Plans as follows:
(a) The portion of a Baroid Plan Account which is attributable to
Pretax Contributions made to the Baroid Plan shall be treated in the same manner
as a Pretax Account;
(b) The portion of a Baroid Plan Account which is attributable to
Employer Contributions made to the Baroid Plan shall be treated in the same
manner as a Matching Account;
(c) The portion of a Baroid Plan Account which is attributable to
After-tax Contributions made to the Baroid Plan shall be treated in the same
manner as an After-tax Account;
(d) The portion of a Baroid Plan Account which was attributable to a
rollover into the Baroid Plan shall be treated in the same manner as a Rollover
Account; and
(e) The portion of a Baroid Plan Account which was attributable to a
Medisave Contributions made to the Baroid Plan shall be treated in the same
manner as a Medisave Account.
6. Incident to the transfer to the Dresser Plans of the Baroid Plan
Accounts, the Investment Funds of the Baroid Plan shall be liquidated and the
proceeds invested in the investment funds of the Dresser Plans with the proceeds
from the liquidation of the Baroid Plan Investment Fund being invested by the
Employee Benefits Committee in the investment fund of the applicable Dresser
Plan which is most comparable thereto in terms of type of investments and nature
of investment goals except that:
(a) Baroid Plan outstanding Participant loans shall be continued as
outstanding participant loans subject, however, to such adjustments as may be
appropriate or necessary to conform to the Dresser Plans' loan procedures and
administration;
(b) The common stock of Dresser Industries, Inc., Tremont Corporation
and NL Corporation shall be invested in separate frozen investment funds
established under the Dresser Plans for such assets. The assets of such frozen
funds shall continue to be invested in such assets unless and until a Baroid
Participant directs sale and reinvestment into any of the regular investment
funds under the Dresser Plans in accordance with the standard investment change
provisions of the Dresser Plans. Any such sale and reinvestment elections must
be made on or before December 1, 1996 and, from and after such date, the
remaining common stock of Tremont Corporation and NL Corporation in the frozen
investment funds established pursuant to this subitem (b) shall be liquidated on
B-4
or about December 1, 1996 and will initially be invested in the equity index
funds of the Dresser Plans.
All amounts distributable from the Tremont Stock Fund and/or the NL
Fund prior to December 1, 1996 shall be paid entirely in cash, or entirely in
whole shares of the applicable stock and in cash to the extent of any fractional
shares (to 1/1,000th of a share), as the Participant shall elect. Absent such an
election, amounts distributable from the Tremont Stock Fund and/or the NL Fund
shall be paid in whole shares of Employer Stock (and fractional shares to
1/1,000th of a share paid in cash).
No amounts may be invested in the frozen investment funds established
pursuant to this subitem (b) other than the common stock of Dresser Industries,
Inc., Tremont Corporation and NL Corporation transferred in kind from the Baroid
Plan to the Dresser Plans; and
(c) The funds under the Baroid Plan assigned to the Merrill Lynch
Retirement Preservation Trust shall remain invested in this fund and shall
become a frozen investment fund under the Dresser Plans. The assets of such
frozen funds shall continue to be invested in such assets unless and until a
Baroid Participant directs sale and reinvestment into a "noncompeting" fund
under the Dresser Plans in accordance with the standard investment change
provisions of the Dresser Plans.
From and after such initial transfer and subject to the provisions of
this Item 6, Baroid Plan Participants may direct as to the investment of their
Baroid Plan Accounts in accordance with the then applicable provisions of the
Dresser Plans. Notwithstanding the foregoing and in order to more efficiently
effectuate the merger of the Baroid Plan with and into the Dresser Plans, the
Investment Funds of the Baroid Plan (other than the Investment Funds which are
to be maintained as frozen funds pursuant to items (a), (b) and (c) of this Item
6 following merger of the Baroid Plan with and into the Dresser Plans) may, as
directed by the Committee, be liquidated during a reasonable period prior to the
merger of the Baroid Plan with and into the Dresser Plans (rather than
coincident with such mergers) and the proceeds invested under the Baroid Plan in
temporary Investment Funds established thereunder which are identical to the
investment funds of the Dresser Plans with the proceeds from the liquidation of
an original Baroid Plan Investment Fund being invested in the temporary
Investment Fund under the Baroid Plan which is most comparable thereto in terms
of type of investments and nature of investment goals. In the event that such
liquidation and reinvestment in temporary Investment Funds which are identical
to the investment funds of the Dresser Plans is effected, such temporary
B-5
Investment Funds shall be transferred in kind to the Dresser Plans upon the
merger of the Baroid Plan with and into the Dresser Plans and thereupon merged
into the respective parallel investment funds of the Dresser Plans.
7. From and after transfer to the Dresser Plans, each Baroid Plan
Participant shall have a vested and nonforfeitable interest in the portion of
his Baroid Plan Account attributable to Employer Contributions in accordance
with the following schedule:
Vested Interest Years of Service
Less than 3 0%
3 50%
4 75%
5 or more 100%
For purposes of the foregoing schedule, a Baroid Plan Participant's
"Years of Service" shall be calculated in accordance with the provisions of the
Dresser Plans (with respect to service completed both before and after June 1,
1995) but for the period prior to December 31, 1995 shall not be less than the
amount computed as follows:
(a) the number of years equal to the number of years credited to him
under the Baroid Plan for vesting purposes as of December 31, 1994; plus
(b) the greater of (1) the period of service that would be credited to
him for vesting purposes under the Dresser Plans, whichever is applicable to
him, for his service during the period of January 1, 1995 through December 31,
1995 or (2) the service credited as of June 1, 1995 for vesting purposes under
the Baroid Plan for the 1995 computation period.
Provisions of the Dresser Plans notwithstanding, the nonforfeitable
percentage in the Dresser Plans of any Baroid Plan Participant who had completed
at least three years of service as of June 1, 1995 shall not be less than the
percentage determined in accordance with the foregoing schedule if application
of such schedule would result in a greater nonforfeitable percentage than would
otherwise be applicable under the Dresser Plans.
B-6
8. Distribution and withdrawal provisions of the Dresser Plan to the
contrary notwithstanding, this Item 8 shall govern as to distributions and
withdrawals from the Dresser Plans by the Baroid Plan Participants:
(a) In addition to the other in-service withdrawal rights available
pursuant to the Dresser Plan, a Baroid Plan Participant may at any time withdraw
any portion of the then value of his Baroid Plan Account which is attributable
to After-Tax Contributions, Rollover Contributions and ESOP Contributions.
(b) In addition to the other in-service withdrawal rights available
pursuant to the Dresser Plan, a Baroid Plan Participant who has attained the age
of 59 1/2 may withdraw any portion of the then value of his Baroid Plan Account
which is attributable to Pre-Tax Contributions.
(c) In addition to the other in-service withdrawal rights available
pursuant to the Dresser Plan, a Baroid Plan Participant may withdraw any portion
of the then value of the vested portion of his Baroid Plan Account which is
attributable to Employer Contributions which were made to the Baroid Plan at
least 24 months prior to the date of such withdrawal.
(d) In addition to the other in-service withdrawal rights available
pursuant to the Dresser Plan, a Baroid Plan Participant who has a combined
period of participation in the Baroid Plan and the applicable Dresser Plan of at
least 60 months may withdraw any portion of the then value of his Baroid Plan
Account which is attributable to Employer Contributions made to the Baroid Plan.
(e) In addition to other benefit forms available pursuant to the
Dresser Plan upon termination of employment, a Baroid Plan Participant may elect
to have his Baroid Plan Account distributed in equal annual installments over a
fixed number of years not to exceed the lesser of fifteen years or his life
expectancy.
(f) The vested portion of a Baroid Plan Participant's Baroid Plan
Account may be withdrawn on account of hardship, in accordance with the
procedures and restrictions set forth in the Dresser Plans' hardship withdrawal
provisions.
(g) In addition and as an elective alternative to the normal benefit
payment form available under the Dresser Plans upon termination of employment, a
Baroid Plan Participant who terminates employment by reason of Disability or
B-7
Retirement may elect to receive his Baroid Plan Account in the form of a
commercial annuity contract providing payments for the life of the Baroid Plan
Participant if he is not married or a joint and survivor annuity providing
payments for his life and a fifty percent surviving spouse annuity for the life
of his surviving spouse if he is married. In lieu of the foregoing forms of
annuity contract payments for his Baroid Plan Account under this subitem (g), a
Baroid Plan Participant may elect a commercial annuity contract providing
alternate forms of annuity payments. The terms of any commercial annuity
contract distributed to a Baroid Plan Participant shall provide that payments
under such annuity will commence immediately, subject to the Baroid Plan
Participant's rights to defer commencement of payments in accordance with
applicable provisions of the Dresser Plans. The procedure for a Baroid Plan
Participant to elect the commercial annuity contract form of distribution will
be to deliver to the Committee a written notice of his interest in an annuity
form of distribution. Upon receipt of such notice, the Committee will give the
Baroid Plan Participant a written explanation in non-technical language of: (i)
the terms and conditions of the annuity contract distribution form in general
and of the normal annuity contract form of payment of the qualified joint and
fifty percent surviving spouse form of annuity or, as applicable, the single
life form of annuity, (ii) the Baroid Plan Participant's right to make, and to
revoke, an election waiving the joint and fifty percent surviving spouse form of
annuity or, as applicable, single life form of annuity, (iii) the financial
effect upon his benefit (in terms of dollars per benefit payment) of his making
or revoking an election to waive the qualified joint and fifty percent surviving
spouse form of annuity, or, as applicable, single life form of annuity, (iv) the
rights of his spouse with respect to his elections and (v) sufficient additional
information to explain the relative values of alternative forms of payment under
the annuity contract distribution option. The Committee will either mail or
personally deliver the written explanation to the Baroid Plan Participant by
such time as to reasonably assure that it will be received on or about the later
of:
(1) No more than ninety days prior to his entry date into the annuity
contract: and
(2) No less than thirty days prior to his entry date into the annuity
contract.
B-8
If an additional written explanation is due because of the Baroid Plan
Participant's written request for additional information, such explanation may
be personally delivered or mailed (first class, postage prepaid) within thirty
days from the date of the Baroid Plan Participant's written request. The period
within which the Baroid Plan Participant must make his election shall be the
ninety-day period ending on his annuity starting date (as such term is defined
in Code 417(f)(2)). The Baroid Plan Participant may revoke any election made
(or make a new election) at any time during such election period. If, during
such election period, the Baroid Plan Participant makes a written request to the
Committee for additional information, the election period will be extended to
the extent necessary, to include the ninety calendar days immediately following
the furnishing of all the additional information to him. Once an insurance
company has issued the form of annuity contract elected, the election period
shall cease and the Baroid Plan Participant's annuity election shall be
irrevocable. If a married Baroid Plan Participant whose benefits, in the
absence of an election otherwise, would be paid in the joint and fifty percent
surviving spouse form of annuity elects a different annuity form, such election
must be in the form of a qualified election. A qualified election is a benefit
election accompanied by a written waiver of the joint and fifty percent
surviving spouse form of annuity which waiver along with, where applicable, the
designation of a specific beneficiary other than the spouse and his specific
form of benefit is consented to by his spouse in a writing which is witnessed by
a representative of the Dresser Plan-A or the Dresser Plan-B, as applicable, or
a notary public, which acknowledges the effect of the election and which may not
be changed without the consent of the Baroid Plan Participant's spouse, except
to elect a joint and fifty percent surviving spouse form annuity. Upon receipt
of the executed forms wherein a Baroid Plan Participant elects the annuity
contract distribution form and the type of annuity he desires to receive, the
portion of his Accounts under the Dresser Plans which are governed by this
subitem (g) shall be converted into cash and used to purchase a commercial
annuity contract providing the annuity form of payment selected by the Baroid
Plan Participant.
(h) If a Baroid Plan Participant who is married and who has elected an
annuity contract form of distribution pursuant to subitem (g) above (regardless
of the form of payment he elected under such contract) dies prior to the
B-9
purchase of such contract, 50% of his Baroid Plan Account shall be distributed
to his surviving spouse (and any beneficiary designation or other election to
the contrary shall be null and void) in the form of an annuity contract
providing a single life annuity for the life of such spouse unless such spouse
elects a lump sum payment or an alternate form of benefit provided in this
subitem 8 or in the Dresser Plan-A, Dresser Plan-B or the Savings Plan, as
applicable. If a Baroid Plan Participant who is married has elected an annuity
contract form of distribution pursuant to subitem (g) above (regardless of the
form of payment he elected under such contract), any withdrawals from or loans
made from his Baroid Plan Account prior to the purchase of such contract shall
be subject to the election and spousal consent rules described in subitem (g)
above in the same manner as the Baroid Plan Participant's elections to take an
annuity form of payment other than the joint and fifty percent surviving spouse
annuity.
(i) A Baroid Plan Participant who has terminated employment may elect
to leave his Baroid Plan Account in the Dresser Plans for so long as and to the
extent that such distribution deferral election does contravene the required
distribution requirements of Code section 401(a)(9) and Treasury regulations
promulgated thereunder.
(j) This Item 8 is intended to preserve with respect to the account
balances transferred to the Dresser Plans from the Baroid Plan Accounts all
forms of benefits required to be preserved pursuant to section 411 of the Code
and Treasury Regulations promulgated thereunder and is to be interpreted and
construed to effectuate such purpose. To the extent that any form of benefit
provided with respect to the Baroid Plan Accounts pursuant to this Item 8 is
generally available under the Dresser Plans, a Baroid Plan Participant shall not
have a separate benefit form election with respect to his Baroid Plan Account by
virtue of this Item 8.
9. For purposes of this instrument, capitalized terms shall have the
meanings ascribed to them in the Dresser Plans or the Baroid Plan, as
applicable, unless otherwise defined herein.
10. As amended hereby, the Dresser Plans are specifically ratified and
reaffirmed.
B-10
APPENDIX C
NEGOTIATED BENEFIT FOR THE BENTONITE (COLONY) UNION
The Company shall make Matching Contributions during the Plan Year on
behalf of each Member who is employed by the Company's Bentonite (Colony)
Operation and is a member of a collective bargaining unit for each semi-monthly
payroll period during such Plan Year that such Member makes Pretax or After-Tax
Contributions to the Plan. The amount of a Matching Contribution made on behalf
of a Member shall be equal to 50% of the Member's contribution (whether Pretax
or After-Tax)which is not in excess of 4% of such Member's Earnings for the
period for which such Matching Contribution is being made.
C-1
APPENDIX D
MERGER OF DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN WITH AND INTO THE
DRESSER INDUSTRIES, INC. RETIREMENT SAVINGS PLANS
WHEREAS, Dresser Industries, Inc. ("Dresser") has heretofore adopted
the Dresser Industries, Inc. Stock Purchase Plan (the "Stock Purchase Plan");
and
WHEREAS, Dresser froze the Stock Purchase Plan, effective as of
December 31, 1997, thereby ceasing all contributions thereto; and
WHEREAS, Dresser sponsors and maintains the Dresser Industries, Inc.
Retirement Savings Plan-A (the "Dresser Plan-A"), the Dresser Industries, Inc.
Retirement Savings Plan-B (the "Dresser Plan-B") and the Dresser Industries,
Inc. Deferred Savings Plan (the "Dresser 145 Plan") (jointly, the "Dresser
Plans") in which participants of the Stock Purchase Plan (the "Stock Purchase
Plan Participants") are eligible to participate; and
WHEREAS, Dresser desires to provide simultaneously for a split-up of
the Stock Purchase Plan into functional components and for the mergers of the
resulting components of the Stock Purchase Plan into Dresser Plan-A, Dresser
Plan-B and Dresser 145 Plan, as appropriate:
NOW, THEREFORE:
1. Effective as of April 1, 1998, the accounts under the Stock Purchase
Plan of Dresser employees eligible to participate in the Dresser Plan-A, the
accounts under the Stock Purchase Plan of Dresser employees eligible to
participate in the Dresser Plan-B and the accounts under the Stock Purchase Plan
of Dresser employees eligible to participate in the Dresser 145 Plan are hereby
transferred to and merged with and into, respectively, Dresser Plan-A, Dresser
Plan-B and Dresser 145 Plan with the result that the provisions of the Dresser
Plans replace the provisions of the Stock Purchase Plan in their entirety except
as otherwise herein provided.
The Stock Purchase Plan accounts of former employees will be
transferred to the Dresser Plans in accordance with such employees' eligibility
status immediately prior to termination.
Pursuant to such mergers, the assets held under the Stock Purchase Plan
shall be transferred to the Dresser Plans to be held under the existing trusts
maintained under said Dresser Plans. Such transfers shall be in kind in shares
D-1
of the common stock of Dresser ("Dresser Stock") (constituting the sole
investment of the Stock Purchase Plan).
2. Immediately after the merger of the relevant component of the Stock
Purchase Plan with and into the Dresser Plan-A, each Member of the Dresser
Plan-A shall, if the Dresser Plan-A were then terminated, be entitled to a
benefit which is at least equal to the benefit such Member would have been
entitled to immediately prior to the merger if the Stock Purchase Plan and the
Dresser Plan-A had then terminated.
Immediately after the merger of the component of the Stock Purchase
Plan with and into the Dresser Plan-B, each Member of the Dresser Plan-B shall,
if the Dresser Plan-B were then terminated, be entitled to a benefit which is at
least equal to the benefit such Member would have been entitled to immediately
prior to the merger if the Stock Purchase Plan and Dresser Plan-B had then
terminated.
Immediately after the merger of the component of the Stock Purchase
Plan with and into the Dresser 145 Plan, each Member of the Dresser 145 Plan
shall, if the Dresser 145 Plan were then terminated, be entitled to a benefit
which is at least equal to the benefit such Member would have been entitled to
immediately prior to the merger if the Stock Purchase Plan and Dresser 145 Plan
had then terminated.
The provisions of this instrument shall be construed under and in
accordance with section 208 of the Employee Retirement Income Security Act of
1974, as amended, and sections 401(a)(12) and 414(l) of the Internal Revenue
Code of 1986, as amended, and federal regulations promulgated thereunder.
3. The provisions of Items 4 through 6 of this instrument shall be
applicable to the accounts (the "Stock Purchase Plan Accounts") transferred to
the Dresser Plans pursuant to the merger of the Stock Purchase Plan with and
into the Dresser Plans of an individual ("Stock Purchase Plan Participant") who
was a participant in the Stock Purchase Plan prior to such mergers.
4. The Stock Purchase Plan Accounts of a Stock Purchase Plan
Participant shall be governed by the provisions of the Dresser Plans as follows:
D-2
(a) The portion of a Stock Purchase Plan Account which is
attributable to employee contributions to the Stock Purchase Plan shall
be treated in the same manner as an After-Tax Account.
(b) The portion of a Stock Purchase Plan Account which is
attributable to employer contributions (or a discount factor) shall be
treated in the same manner as a Matching Account.
(c) A Stock Purchase Plan Participant's Stock Purchase Plan
Account shall at all times be fully invested in shares of Dresser Stock
unless such participant elects to invest such account in any of the
other investment funds available under the Dresser Plans. Any such
investment elections shall be subject to the investment election
provisions of the Dresser Plans.
(d) At any time that a Stock Purchase Plan Participant's Stock
Purchase Plan Account is invested in shares of Dresser Stock, such
participant shall be entitled to direct the Trustee as to the voting of
such shares and the Trustee shall vote such shares in accordance with
such instructions. In order to assure confidentiality of voting, voting
instructions from Stock Purchase Plan Participants shall be received by
an independent third party selected by Dresser who shall count all
votes received from Stock Purchase Plan Participants and collectively
report the results to the Trustee without disclosing the identity of
any such participants. Any shares of Dresser Stock for which voting
instructions are not received shall be voted by the Trustee in its
discretion.
5. From and after transfer to the applicable Dresser Plan, each Stock
Purchase Plan Participant shall at all times have a fully vested and
nonforfeitable interest in his Stock Purchase Plan Account.
6. Distribution and withdrawal provisions of the Dresser Plan to the
contrary notwithstanding, this Item 6 shall govern as to distributions and
withdrawals from the Dresser Plans by the Stock Purchase Plan Participants:
(a) In addition to the other in-service withdrawal rights
available pursuant to the Dresser Plans, a Stock Purchase Plan
Participant may withdraw as of the first day of any calendar month all
but not less than all of the then-value of his Stock Purchase Plan
Account. If the withdrawing Stock Purchase Plan Participant's Stock
Purchase Plan Account was invested in shares of Dresser Stock at the
D-3
time of such withdrawal, such withdrawal shall be distributed in the
form of whole shares of Dresser Stock (with the value of any fractional
shares being distributed in cash) unless the Stock Purchase Plan
Participant elects that such withdrawal be distributed in cash.
(b) Stock Purchase Plan Participants' Stock Purchase Plan
Accounts shall be distributed in accordance with the provisions of the
Dresser Plans except that trust-to-trust spinoff and transfer
provisions of the Dresser Plans shall not be applicable to such Stock
Purchase Plan Accounts and such accounts shall be distributable
following any termination of employment and no later than the end of
the calendar quarter immediately following such termination of
employment. If a terminating Stock Purchase Plan Participant's Stock
Purchase Plan Account was invested in shares of Dresser Stock at the
time such account is to be distributed, the distribution from such
account shall be made in the form of whole shares of Dresser Stock
(with the value of any fractional shares being distributed in cash)
unless the Stock Purchase Plan Participant elects that such
distribution be made in cash.
(c) A Stock Purchase Plan Participant's Stock Purchase Plan
Account shall be fully subject to hardship withdrawals under the
Dresser Plans' hardship withdrawal provisions.
(d) This Item 6 is intended to preserve with respect to the
account balances transferred to the Dresser Plans from the Stock
Purchase Plan Accounts all forms of benefits required to be preserved
pursuant to section 411 of the Code and Treasury regulations
promulgated thereunder and is to be interpreted and construed to
effectuate such purpose. To the extent that any form of benefit
provided with respect to the Stock Purchase Plan Accounts pursuant to
this Item 6 is generally available under the Dresser Plans, a Stock
Purchase Plan Participant shall not have a separate benefit form
election with respect to his Stock Purchase Plan Account by virtue of
this Item 6.
7. For purposes of this instrument, capitalized terms shall have the
meanings ascribed to them in the Dresser Plans or the Stock Purchase Plan, as
applicable, unless otherwise defined herein.
8. As amended hereby, the Dresser Plans are specifically ratified and
reaffirmed.
D-4
EXHIBIT 5.1
COMPANY LETTERHEAD
July 19, 1999
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
Ladies and Gentlemen:
This opinion of counsel is given in connection with the preparation of
the Company's Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, which Registration Statement relates
to the offering, sale and delivery of (i) an aggregate of up to 100,000 shares
of the Company's common stock, par value $2.50 per share (the "Shares"),
pursuant to the Halliburton Savings Plan (the "Plan"), and (ii) the interests of
participants in the Plan (the "Interests").
Before rendering this opinion, I have examined such certificates,
instruments and documents and reviewed such questions of law as I considered
necessary or appropriate for the purposes of this opinion. In addition, I relied
as to factual matters on certificates or other communications of officers of the
Company.
Based upon the foregoing examination and review, I am of the opinion
that the Shares and the Interests have been duly authorized for issuance and,
when the Registration Statement has been declared effective and the Shares and
the Interests are issued in accordance with the provisions of the Plan, the
Shares will be validly issued, fully paid and nonassessable and the Interests
will be validly issued.
This opinion is rendered as of the effective date of the Registration
Statement. I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bruce A. Metzinger
-------------------------------
Bruce A. Metzinger
Counsel and Assistant Secretary
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated July 14, 1999
included in the Halliburton Savings Plan's Form 11-K for the year ended December
31, 1998, and our report dated January 25, 1999 included in Halliburton
Company's Form 10-K for the year ended December 31, 1998 and to all references
to our Firm included in this registration statement. In said report included in
Halliburton Company's Form 10-K for the year ended December 31, 1998, Arthur
Andersen LLP states that with respect to Dresser Industries, Inc., for each of
the two years in the period ended December 31, 1997, its opinion is based on the
reports of other independent public accountants, namely PricewaterhouseCoopers.
The financial statements referred to above have been incorporated by reference
herein in reliance on the report of such independent accountants given on the
authority of PricewaterhouseCoopers as experts in auditing and accounting.
ARTHUR ANDERSEN LLP
Dallas, Texas
July 19, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 26, 1997 relating to the
financial statements of Dresser Industries, Inc. and subsidiaries (not presented
separately herein), which appears in Halliburton Company's Annual Report on Form
10-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
July 19, 1999
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ Anne L. Armstrong
---------------------
Anne L. Armstrong
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ William E. Bradford
-----------------------
William E. Bradford
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ Lord Clitheroe
------------------
Lord Clitheroe
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ Robert L. Crandall
----------------------
Robert L. Crandall
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ Charles J. DiBona
---------------------
Charles J. DiBona
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ Lawrence S. Eagleburger
---------------------------
Lawrence S. Eagleburger
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ W. R. Howell
----------------
W. R. Howell
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ Ray L. Hunt
---------------
Ray L. Hunt
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ Delano E. Lewis
-------------------
Delano E. Lewis
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ J. Landis Martin
--------------------
J. Landis Martin
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ Jay A. Precourt
-------------------
Jay A. Precourt
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ C. J. Silas
---------------
C. J. Silas
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, my true and lawful attorneys or attorney, to do any and all acts
and things and execute any and all instruments which said attorneys or attorney
may deem necessary or advisable to enable Halliburton Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing of the Registration Statement on Form S-8, or other appropriate form,
under said Securities Act of 1933, as amended, with respect to shares of the
Common Stock of Halliburton Company, par value $2.50 per share, and related plan
interests to be sold and offered for sale under the Halliburton Savings Plan, as
amended, including specifically, but without limitation thereof, power and
authority to sign my name as Director of Halliburton Company to any registration
statements and applications and statements to be filed with the Securities and
Exchange Commission in respect of said shares of Common Stock and all amendments
thereto, including without limitation post-effective amendments thereto, and to
any instruments or documents filed as a part of or in connection therewith; and
I hereby ratify and confirm all that said attorneys or attorney shall do or
cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 15th day of July, 1999.
/s/ Richard J. Stegemeier
-------------------------
Richard J. Stegemeier