Halliburton Retirement & Savings Plan

Transcription

1 Choose your BENEFITS in our Halliburton Retirement & Savings Plan Summary Plan Description Effective

2 The Halliburton Retirement and Savings Plan (the Plan ) is a defined contribution plan sponsored by the Halliburton Company (the Company ). Certain employers that are affiliated with the Company have adopted the Plan for purposes of providing benefits for their employees and beneficiaries. As used in this Summary Plan Description ( SPD ), the term Company also refers to such employers. This SPD is designed to provide a summary of the features of the Plan. It is not intended to provide investment advice in any way, or to be a solicitation of any investment or asset classes. Every effort has been made to provide clear and accurate information about the Plan. However, in the event of a discrepancy between the material presented in this SPD and the official Plan document, the official document and administrative practice will always govern. The Company reserves the right to change, amend or terminate the benefit plans and the information set forth herein in whole or in part at any time. Any such change or termination shall be made at the sole discretion of the Company. It is intended that the Plan shall constitute a plan described in Section 404(c) of the Employee Retirement Income Security Act of 1974 and Title 29 of the Code of Federal Regulations Section (c)-1, and that the fiduciaries of the Plan may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a Plan participant or beneficiary. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. Halliburton has filed a registration statement on Form S-8 (Registration No ) ( the Registration Statement ) with the Securities and Exchange Commission ( the Commission ) in connection with the offer and sale of Halliburton s common stock, par value $2.50 per share ( Halliburton stock ) and the interests in the Plan, pursuant to the Plan. This Summary Plan Description and the documents incorporated by reference in the Registration Statement, taken together, constitute a prospectus (this Prospectus ) covering shares of Halliburton stock and the interests in the Plan that have been registered under the Securities Act of 1933, as amended (the Securities Act ). Halliburton will provide without charge to any person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon written or oral request of such person, a copy of the Plan and a copy of any and all documents incorporated by reference in the Registration Statement or this Prospectus (other than exhibits to such documents that are not incorporated by reference into the Registration Statement or this Prospectus), as well as any other documents required to be delivered to such persons, pursuant to Rule 428(b) under the Securities Act. Such requests should be directed to the attention of the Halliburton Benefits Center, at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Halliburton Retirement & Savings Plan Summary Plan Description (SPD)

3 Table of Contents Overview... 1 Participating in the Halliburton Retirement and Savings Plan... 4 Eligibility...5 Participation and Enrollment...5 How to Enroll...5 Automatic Enrollment...6 Automatic Escalation...6 What If I Forget My Password?...7 Naming a Beneficiary...7 Vesting...7 Cost of Administering the Plan...8 Service With Halliburton... 9 Hours of Service and Service Computation Period...10 Years of Service...10 Plan Contributions Tax-Deferred Savings Contributions...12 Company Matching Contributions...14 Halliburton Basic Contribution...15 Rollover Contributions...17 Investing Your Money How to Make or Change Your Investment Options...19 Your Investment Fund Options...20 Premixed Portfolios...20 Single Focus Funds...21 If You Have Investments in the Halliburton Stock Fund...22 Understanding Risk and Return...23 Investment Transfer Policy...25 Keeping Track of Your Account...26 Loans, Withdrawals and Distributions Loans...28 In-Service Withdrawals...30 Distributions...32 Qualified Domestic Relations Orders (QDROs)...35 Distributions For Participants With a Balance Prior to June 1, Distributions For Participants Who Began Participating in the Plan On or After June 1, The Halliburton Benefits Center Administrative Information Plan Information...43 Plan Amendment and Termination...45 Claims Procedures...45 Your Rights Under ERISA...48 USERRA and FLMA...50 Miscellaneous Information...50 Terms to Know Halliburton Retirement & Savings Plan Summary Plan Description (SPD)

4 Overview Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 1

5 Overview The Company is committed to helping you prepare for your financial future. By sponsoring this Plan, the Company has made it easier for you to save for retirement and other long-term financial goals. Listed below are some of the features of the Plan that can help you reach your retirement and savings goals: You can save from 1% to 50% of your eligible pay on a tax-deferred (pre-tax) basis. The amount of eligible pay that can be taken into consideration for Plan purposes is subject to the Internal Revenue Code (IRC) limits. Your savings are matched by the Company. The Company matches every dollar you invest up to the first 4% of eligible pay each pay period. Beginning January 1, 2009, the Company will also match 50 cents for each dollar you invest that is between 4% and 6% of eligible pay each pay period. You are immediately vested in the Company matching contributions if you were hired prior to January 1, If you are hired on or after January 1, 2009, you become vested in the Company matching contributions after you complete two years of vesting service. Automatic Company contributions. The Company makes an automatic contribution to your account if you are employed on the last day of the year equal to 4% of your eligible compensation. This contribution is referred to as the Halliburton Basic Contribution. You will receive this contribution even if you do not elect to make contributions to the Plan. You become vested in the Halliburton Basic Contribution after you complete three years of vesting service. You are automatically enrolled. If you are an eligible employee hired on or after January 1, 2006, and you do not make any enrollment elections with respect to the Plan during your first 30 days of employment, you will be automatically enrolled to contribute 4% of your eligible pay per pay period into the Plan. Your automatic tax-deferred savings contributions will begin approximately 30 days after your date of hire and such contributions will continue to be made until you take action to change the contribution percentage. Further, if you were hired prior to January 1, 2009, and you did not affirmatively make any contribution elections with respect to the Plan or if you were not previously automatically enrolled, 4% of your eligible pay per pay period will be taken from your pay and contributed to the Plan effective with respect to your first paycheck in Unless you choose a different investment fund or funds, your Plan account will automatically be invested in the Moderate Premixed Portfolio. Your contributions automatically increase. The automatic escalation feature increases the percentage you contribute to the Plan each year until you reach a target deferral goal. This feature automatically applies to you if you are automatically enrolled in the Plan. You may opt out of the automatic escalation feature at any time. The automatic escalation feature can be elected at any time if you are not automatically enrolled in the Plan. You can rollover money from other plans. You may be able to roll benefits from a previous employer s qualified retirement plan or from an individual retirement account into the Plan. You can save on taxes. Your tax-deferred savings contributions can lower your current tax liability, and your earnings also grow tax-deferred, which means you have more money working for you today. You pay taxes on the money when you withdraw it, presumably at retirement when your tax bracket may be lower. You decide how to invest your money. You decide how to invest the money in your account by choosing from 12 core plan funds. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 2

6 Overview You can access your money if you need it. Subject to certain Plan limitations and restrictions, you may be eligible to borrow or make withdrawals from your Plan account while you are an employee. You can take your account when leave. You re eligible to receive a distribution once you are no longer employed by the Company. It is easy to participate. You contribute to the Plan through automatic payroll deductions, making saving a part of your normal routine. You have online access to your account. You can access your account at: Enter your social security number and password or use the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). You can speak with a customer service representative. You can speak with a customer service representative by calling the Halliburton Benefits Center s automated telephone system between 8:30 a.m. and 5:00 p.m. Central Standard Time, Monday through Friday. Terms to Know Throughout this SPD, terms appearing in italics are defined in the Terms to Know section. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 3

7 Participating in the Halliburton Retirement and Savings Plan Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 4

8 Participating in the Halliburton Retirement and Savings Plan Eligibility As an employee of the Company, you are eligible to participate in the Plan beginning on your date of hire. You are not eligible if you are: Covered by a collective bargaining agreement, unless the Company has specifically extended participation to the employee group; A non-resident alien with no earned income from the Company from sources within the U.S.; Covered by another funded plan and/or a deferred compensation plan of a foreign subsidiary with respect to U.S. employment; An employee who is eligible to participate in any other qualified plan, except the Halliburton Retirement Plan; or Designated or compensated by the Company as a leased employee or an independent contractor. Participation and Enrollment As an eligible employee, you are entitled to participate in the Plan on the first day of your employment. You can elect to make tax deferred contributions as soon as administratively feasible after your date of hire. Employees hired on or after January 1, 2006, will be automatically enrolled in the Plan after 30 days of employment unless they choose to opt out. You may elect to enroll and begin participating in the Plan prior to 30 days of employment. (For more information on enrollment see the How to Enroll in this section.) How to Enroll The Your Benefits Resources TM Web site is the fastest, easiest and most convenient way to enroll in your Retirement and Savings Plan. Go to through the Internet (from any computer with Internet access) or connect through HalWorld, the Halliburton Intranet site. The Your Benefits Resources ( YBR ) Web site is available Monday through Saturday, 24 hours a day, and Sunday after 12 p.m. Central Standard Time. To access the Your Benefits Resources Web site, the Halliburton Benefits Center s automated telephone system, or a Halliburton Benefits Center representative, you will need your Social Security number and password. If you are a new hire, you can select a password the first time you contact the Halliburton Benefits Center, either through the Your Benefits Resources Web site or by phone. You also can create a hint to help you remember your password. If you do not have Internet access, you may enroll by calling the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a tollfree number). The automated phone system is available Monday through Saturday, 24 hours a day, and Sunday after 12 p.m. Central Standard Time. If you need personal assistance, call , enter your Social Security number, select the option for the 401(k) Savings Plan, then press the star key and zero (*0) to be connected to a Halliburton Benefits Center representative. If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Representatives are available Monday through Friday between 8:30 a.m. and 5 p.m. Central Standard Time. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 5

9 Participating in the Halliburton Retirement and Savings Plan Automatic Enrollment If you are an eligible employee hired on or after January 1, 2006, you are automatically enrolled to contribute 4% of your eligible pay per pay period to the Plan, unless you choose to opt out. These automatic payroll deductions will begin approximately 30 days after your date of hire. Further, if you were hired prior to January 1, 2009, and you did not affirmatively make any contribution elections with respect to the Plan or if you were not previously automatically enrolled, you have been automatically enrolled to contribute 4% of your eligible pay per pay period to the Plan effective with respect to your first paycheck in This means that 4% of your eligible pay will automatically be deducted from your paycheck each pay period on a pre-tax basis and deferred into the Plan as tax-deferred savings contributions unless you take actions to opt out of this process. Once these amounts are deferred into the Plan, they cannot be refunded to you. If you do not want 4% of your eligible pay to automatically be deferred into the Plan, you must affirmatively take action to opt out of the Plan within the appropriate time frame. You will receive detailed information regarding this automatic enrollment process, including information regarding the approximate date the automatic payroll deductions will begin and when and how you can opt out of the Plan before the automatic deductions begin. All contributions made under automatic enrollment will be invested in the Moderate Premixed Portfolio unless you affirmatively take actions to change this investment election. Please refer to the Your Benefits Resources Web site for a description of the Moderate Premixed Portfolio Fund. You can always modify or cancel the default deduction and investment elections anytime through the Your Benefits Resources Web site or by calling the Halliburton Benefits Center at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Automatic Escalation In an effort to help you reach your contribution rate goal, the Plan has an automatic escalation feature. Under this feature, you can elect an annual percentage increase for your tax-deferred savings contributions to the Plan and set a target deferral percentage of your salary goal. Then, the feature automatically increases your annual tax-deferred savings contributions each year in January until your target deferral percentage of salary is reached. The Change Contributions option under the Retirement and Savings section of the Your Benefits Resources Web site allows you to select the annual rate increase for your contribution. You can then input your target contribution rate and your contribution rate will increase each January until your target goal is reached. You must make your contribution choices before December 1 of each year otherwise your contribution amount will not automatically increase until the following year. If you have been automatically enrolled in the Plan, the automatic escalation feature is automatically established for you. Your contribution rate will increase by 1% each January for three years beginning with the January following the first anniversary of your date of hire until it reaches 7% of your eligible pay. You can always modify or cancel the feature anytime through the Your Benefits Resources web site. Go to com/halliburtonbenefits through the Internet (from any computer with Internet access) or connect through HalWorld, the Halliburton Intranet site. The Your Benefits Resources ( YBR ) Web site is available Monday through Saturday, 24 hours a day, and Sunday after 12 p.m. Central Standard Time. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 6

10 Participating in the Halliburton Retirement and Savings Plan What If I Forget My Password? If you do not have your password, you can request a new one by selecting I Forgot My Password on the Your Benefits Resources (YBR) Web site, or by calling If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Your new password will be ed to you at the address on file with the Halliburton Benefits Center. If you do not have an address on file, your new password will be mailed to the address on file. Please allow seven to 10 days to receive a password by mail. Naming a Beneficiary Your beneficiary is the person you name to receive your Plan benefits in the event of your death. If you are legally married, your spouse is automatically your primary beneficiary. If you want to name someone other than or in addition to your spouse as your primary beneficiary, your spouse must consent in writing to your choice. If you are married at the time of death and someone other than your surviving spouse is designated as your beneficiary, such designation will be automatically void unless your surviving spouse consented to such designation. To designate a beneficiary, go to the Your Benefits Resources Web site or call the Halliburton Benefits Center and speak with a representative. In the event of a divorce, your beneficiary designation of your former spouse is automatically void unless you specify otherwise by contacting the Halliburton Benefits Center. In addition, if you are divorced, you may designate anyone as your beneficiary unless a Qualified Domestic Relations Order (QDRO) limits your ability to name a beneficiary. Upon your death, your benefit is paid to your named beneficiary. If there is no valid beneficiary form on file with the Plan Administrator, your spouse (if you are married) or your estate (if you are single) automatically becomes your beneficiary. Every beneficiary who becomes entitled to a benefit upon your death has the right to designate a beneficiary to receive payment in the event of their death. Beneficiary elections can be made by calling the Halliburton Benefits Center at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). If your beneficiary dies without naming a beneficiary or if the designation is invalid for any reason, your benefit will revert back to your estate. Vesting Vesting defines the portion of your account that you own and can take with you when you leave the Company. When you become 100% vested in your account balance, you have earned ownership of your entire balance. You always are 100% vested in your tax-deferred savings contributions, after-tax savings contributions* and rollover contributions, any earnings on those contributions and, if you have a balance in the Halliburton Stock Fund, any dividends from Halliburton stock. You always are 100% vested in Halliburton s company matching contributions if you were hired prior to January 1, 2009.** You become 100% vested in Halliburton s company matching contributions after two years of service if you were hired on or after January 1, If you have two or more years of service at the time the contribution is made, you automatically will be vested in the full contribution amount. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 7

11 Participating in the Halliburton Retirement and Savings Plan You become 100% vested in the Halliburton Basic Contribution after three years of service. If you have three or more years of service at the time the contribution is made, you automatically will be vested in the full contribution amount. You automatically are 100% vested in all of your Plan account balances if you die, become disabled or reach age 65 while employed by the Company or a controlled entity of the Company. Vested Plan account balances can only be withdrawn according to Plan rules. * As of January 1, 2004, after-tax savings contributions are no longer permitted. ** The Plan may be amended or terminated at any time. With respect to vesting, you will be subject to the Plan s vesting schedule in effect as of your employment commencement date. Cost of Administering the Plan Many of the fees, costs and expenses associated with sponsoring and maintaining the Plan are paid by the Company. However, certain reasonable expenses of administering the Plan may be paid out of the Plan s assets. Some fees and expenses, if they become applicable, will be fully charged to and paid from your account. An example of a type of fee that will be fully charged to your account is a $50 loan initiation fee if you obtain a general purpose loan or a home loan from the Plan. The administrative fees and expenses which are paid out of the Plan s assets and which are not charged to individual accounts as described above will be allocated among and charged to the accounts of all participants in the Plan on either a pro rata or per capita basis. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 8

12 Service With Halliburton Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 9

13 Service With Halliburton Your period of service with the Company is important under the Plan in order to determine your: Vested interest in the Halliburton Basic Contribution and Company matching contributions; Eligibility for retirement; and Eligibility to receive a distribution upon retirement. Hours of Service and Service Computation Period Your service with the Company is measured by the hours of service you complete during a service computation period. An hour of service is any hour for which you are paid or entitled to be paid by the Company (directly or indirectly). An hour of service also includes each hour not credited for which you receive back pay. Hours of service with an employer that is a member of a controlled group of employers (as defined in the Internal Revenue Code) with the Company will count as hours of service with the Company. Your service computation period is the 12-consecutive-month period that begins on your date of hire and on each anniversary of your date of hire. If your service is disregarded due to a break in service, you will start a new service computation period when you are rehired after the break in service. If you complete 500 or less hours of service in a service computation period, you will have a one-year break in service. This means you will not receive any credit towards your years of service with respect to that service computation period. For purposes of determining whether a one-year break in service has occurred, there is a special rule for absences from work due to your pregnancy, the birth of your child, your adoption of a child or your caring for your child during the period immediately following such birth or adoption. You will be credited with hours of service during these absences to prevent a one-year break in service in the service computation period when the absence begins, if you do not otherwise complete 500 hours of service in that period, or in the immediately following period. Years of Service You will be credited with a year of service for each service computation period in which you are credited with 1,000 or more hours of service, regardless of your employment status on your employment anniversary date. If you have a one-year break in service, you will not receive any credit towards your years of service with respect to that service computation period. If you are rehired, any years of service you were credited prior to your incurring a one-year break in service will be added to the years of service you earn after your one-year break in service. Special rules apply when determining your years of service in order to determine whether your age and years of service total 70 to qualify you for retirement. For this purpose, age is determined in years and fractions of years. In addition if, during the service computation period in which you terminate employment, you did not complete 1,000 hours of service so as to receive credit for a full year of service, you will be credited with a fraction of a year of service, based on the number of months in which you worked during that service computation period. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 10

14 Plan Contributions Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 11

15 Plan Contributions Contributions are made to your Retirement and Savings Plan through: Your tax-deferred savings contributions; Company matching contributions; Halliburton Basic Contributions; and Rollover contributions. Tax-Deferred Savings Contributions Your tax-deferred savings contributions are taken from your paycheck before income taxes are taken out. You will not pay federal income taxes on your tax-deferred savings contributions or on your account earnings until you take the money out of the Plan. This means you may pay less in current taxes, and may potentially pay less in future taxes, because you may be in a lower tax bracket when you elect a distribution of your account. In most cases, state and local taxes also are deferred. Social Security taxes remain calculated on the full amount of your gross pay. Your Contribution Rate While you are actively employed as an eligible employee with the Company, you may contribute 1% to 50% of your eligible pay per pay period through payroll deductions on a tax-deferred basis. Your contributions cannot exceed 50% of your eligible pay. Your savings contribution rate must be a whole-number percentage. The Plan does not have a flat dollar contribution option. Eligible Pay Your contributions to the Plan and your share of any Company contributions to the Plan are based, in part, on your eligible pay from the Company. For purposes of the Plan, your eligible pay includes: Your annual base compensation from the Company while you are an eligible employee; Any overtime and shift differential earnings; Your tax-deferred savings contributions to the Plan; and Your section 125 tax-deferred contributions to company sponsored health and welfare plans. The following types of compensation are excluded from eligible pay: Bonuses; Geographic allowances and foreign service or hardship premiums; Reimbursement or other expense allowances; Fringe benefits; Welfare plan benefits other than paid time off benefits; Moving expenses; Company contributions to this or any other deferred compensation program; Dividends on restricted stock; and Certain types of compensation subject to special tax treatment, such as stock options. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 12

16 Plan Contributions Annual Compensation Limit For purposes of the Plan, your eligible pay is subject to a maximum annual compensation limit set by the Internal Revenue Code ($245,000 for 2009). This limit is adjusted periodically for cost-of-living increases. Contribution Limits Generally, you can contribute from 1% to 50% of your eligible pay each pay period. However, there are certain additional Internal Revenue Code (IRC) rules that may affect some participants. Tax-deferred savings contribution limit: The IRC limits the amount of money you may contribute on a tax-deferred basis in any one year. For 2009, the limit is $16,500. This limit is adjusted periodically for cost-of-living increases. If you are age 50 or older, or will reach age 50 during the Plan year, you are eligible to make an additional tax-deferred catch-up contribution, which will allow you to exceed the annual contribution limit by your catch-up amount. See Catch-up Contributions. Limit on combined contributions: The IRC also limits the total amount that may be contributed to the Plan and all other plans on your behalf by both you and the Company. For 2009, the limit is 100% of your total compensation or $49,000, whichever is less. This limit is adjusted periodically for cost-of-living increases. Contributions and allocable earnings in excess of this limit will be refunded after year-end. Contributions to other qualified Plans: The 2009 IRC limit of $16,500 on tax-deferred contributions applies to an individual taxpayer s limit across all plans. For example, if you are a new hire who previously contributed $5,000 to another plan during 2009, you can only contribute $11,500 to the Plan during 2009 on a tax-deferred basis. It is your responsibility to stop your contributions before hitting the combined limit. Catch-up Contributions If you are age 50 or older, or will reach age 50 during a Plan year, you will be eligible to make tax-deferred Catch-up Contributions each year (beginning in the calendar year in which you reach age 50). These contributions allow you to exceed the regular tax-deferred savings contribution limit. If you elect a catch-up contribution and do not reach the tax-deferred savings contribution limit for the year, your catch-up contribution will be considered tax-deferred savings. If you meet the age requirement and would like to make catch-up contributions, you must make an election that is separate from your regular contribution rate election. You may make your election at any time during the year. To make your catch-up contribution election: First, decide what your total catch-up contribution will be. The IRC maximum allowable contribution for 2009 is $5,500. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 13

17 Plan Contributions Decide how much you want deducted from each paycheck to reach your total catch-up contribution. The per paycheck amount will be entered as your election. Your election must be a whole-dollar amount. The larger your deduction, the sooner you will maximize your total catch-up contribution. Payroll automatically will stop your deductions once you reach the annual maximum. After you make your election, your catch-up deduction will begin as soon as administratively possible. When calculating your deduction amount, allow for a one to two pay period lapse before deductions begin. For this reason, you may wish to elect a deduction amount that will enable you to reach your total catch-up contribution in less than the maximum number of pay periods in the year. Catch-Up Contribution Example Assume you want to make a $2,400 catch-up contribution during the year. First, determine your payroll schedule. If you are paid semi-monthly you would divide $2,400 by 24 to find that you should elect $100 per pay period. If you are paid bi-weekly, you would divide $2,400 by 26 to find that you should elect $93 per pay period. If you make your election after the 1st of the year you should reduce the number of pay periods accordingly in your calculation and round to the next highest dollar amount to determine your per pay period catch-up contribution for the remainder of the year. After you make your catch-up contribution election, you can change or stop it at any time during the year or in subsequent years. Your initial election will remain in effect until you change it. If the IRC maximum changes, you will need to adjust your election if you want to take advantage of any increases in the allowable catch-up contribution. You can make your catch-up contribution election in one of two ways: Go to the Your Benefits Resources Web site at Follow the instructions to make your election. The site will not allow you to elect a catch-up contribution election if you will not be age 50 or older by December 31 of the current year. Call the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). If you have questions or need special assistance, Halliburton Benefits Center representatives are available Monday through Friday between 8:30 a.m. and 5 p.m. Central Standard Time. Company Matching Contributions The Company will match every dollar you save through your tax-deferred savings contributions each pay period up to 4% of your eligible pay. Beginning January 1, 2009, the Company will also match 50 cents for each dollar of your tax-deferred savings contributions each pay period that are between 4% and 6% of your eligible pay. If you contribute less than 6% of your eligible pay during any one pay period, you will not maximize the Company match. Therefore, you should consider contributing at least 6% of your eligible pay during all pay periods of the year to receive the maximum Company match of 5% of your eligible pay. If you expect to contribute up to the IRC annual maximum ($16,500 for 2009), you will want to plan your per pay period contributions so that they are spread out over the entire year. The reason is this: matching contributions are made on a per pay period basis and once you reach the IRC contribution limit, you will not be permitted to make deferrals into the Plan in future pay periods and thus, you will not receive any Company matching contributions after that point. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 14

18 Plan Contributions Company matching contributions are invested in the same manner as your personal contributions. For example, if you invest 10% of your contributions in the S&P 500 Index Fund and 90% of your contributions in the Balanced Fund, 10% of your Company matching contribution also will be invested in the S&P 500 Index Fund and 90% of your Company matching contribution will be invested in the Balanced Fund. Remember, you must make tax-deferred savings contributions in order to receive Company matching contributions. The following chart illustrates the Company matching contributions that will be made to your Plan account, based on examples of your personal contribution rate. Your Contributions Company Matching Contributions 8% 6% 4% 4% 5% 4.5% 5% 5% 2% 2% 0% 0% Halliburton Basic Contribution Each year, the Company provides additional contributions to your retirement savings account equal to 4% of your annual eligible pay. This non-elective company contribution is deposited into your Plan account regardless of whether or not you make tax-deferred savings contributions to the Plan. You become 100% vested in this contribution (and in all associated investment performance) once you have accumulated three years of service (see Service with Halliburton ). If you have three or more years of service at the time the contribution is made, you immediately are vested in the full contribution amount. You will receive the Halliburton Basic Contribution if you are an active employee of the Company or any member of its controlled group on the last day of the Plan year or are on an approved leave of absence as of such date. You will also receive the Halliburton Basic Contribution if you terminated your employment with the Company or any member of its controlled group during the plan year due to death, disability, or retirement. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 15

19 Plan Contributions The Halliburton Basic Contribution will be allocated to investment funds based on your most current investment election on file. If you have not affirmatively made any investment elections, the Basic Contribution will be allocated to a fund chosen by the Company. The default fund for the Basic Contribution is the Moderate Premixed Portfolio. If you transfer your employment to another member of the Company s controlled group and are no longer eligible to participate in this Plan, but are still an employee of one of the Halliburton Company s controlled group members on the last day of the plan year, you will receive the Halliburton Basic Contribution. This contribution will be based on the eligible pay you earned while you were eligible to participate in this Plan. You will not receive a contribution based on any earnings you received while you were not eligible to participate in this Plan. Savings Example with Match Assume you have a household income of $45,000, and are in the 15% tax bracket. The chart below compares take home pay if you save at 6% in the Plan to not saving: 401(k) Eligible Earnings Tax-deferred Savings (6%) Taxable Income Not Saving $45,000-0 $45,000 Saving at 6% $45,000-2,700 $42,300 Federal Income Taxes (15%)* Social Security/Medicare Taxes Net (Take Home) Earnings - 6,750-3,443 $34,807-6,345-3,443 $32,512 Company Match 401(k) Savings Basic Contribution Total Retirement Savings $0 $0 $1,800 $1,800 $2,250 $2,700 $1,800 $6,750 In this example, if you save at 6% or $2,700, your take home pay would be only $2,295 less and your retirement savings would increase from $1,800 to $6,750. *Your individual tax savings will depend on your household income, your tax status, your financial situation and the annual amount you contribute to the Plan. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 16

20 Plan Contributions Making Changes to My Contribution Rate You can request to change your savings contribution rate, suspend contributions, or resume contributions at any time. Changes are effective as soon as administratively possible. You may request a contribution rate change via the Your Benefits Resources Web site at or by calling the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Rollover Contributions If, before joining the Company, you participated in a qualified savings or retirement plan sponsored by another employer, or if you received a distribution from a qualified plan and rolled the distribution into a certain type of Individual Retirement Account (IRA), you may be able to roll over tax-deferred savings contributions and earnings from your former employer s qualified plan into the Halliburton Retirement and Savings Plan. You must provide certain information to the Halliburton Benefits Center as indicated on the Halliburton Retirement and Savings Plan Rollover Form. You must contact the Halliburton Benefits Center and request the form before beginning the rollover process. Rollovers of tax-deferred savings contributions and earnings from your former plan must be either transferred directly from your former plan or made within 60 days after you receive payment from your former plan (after-tax account rollovers are not permitted). A rollover contribution must be made in the form of a check payable to Halliburton Company Employee Benefit Master Trust. Any rollover contribution or transfer will be held in your rollover account. You always will have a non-forfeitable right to the amounts in your rollover account. If you would like to make a rollover contribution, go to the Your Benefits Resources Web site or call the Halliburton Benefits Center s automated telephone system at and go to the Rollovers option. If outside the U.S., call (tollfree using the AT&T access code) or (not a toll-free number). Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 17

21 Investing Your Money Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 18

22 Investing Your Money The Plan offers 12 investment options, including four lifestyle-type funds called Premixed Portfolios and eight Single Focus Funds. The investment funds offer a range of risk and return characteristics and represent different asset classes. More information about the investment funds, performance, and expenses is available in the Investment Highlights booklet. You may request a copy of this booklet by calling the Halliburton Benefits Center at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Detailed fund information also appears on the Your Benefits Resources Web site at How to Make or Change Your Investment Options The Plan allows you to control how your contributions are invested. Your options include: Investment elections. You invest your contributions based on your investment elections, which can be changed at any time via the Your Benefits Resources Web site at or by calling the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Your investment elections must be in whole percentages. Changes are effective the next business day. Fund reallocation. When you elect a fund reallocation, you are changing how your current total account balance is invested. You can request a fund reallocation at any time in accordance with Plan provisions via the Your Benefits Resources Web site at resources.hewitt.com/halliburtonbenefits or by calling the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a tollfree number). Fund reallocations must be in whole percentages and are subject to the restrictions set forth in the Investment Transfer Policy. (See the Investment Transfer Policy section for more details.) Your reallocation will be effective the same business day if the request is made before the close of market (typically, 3 p.m. Central Standard Time) and in accordance with the Investment Transfer Policy. Your fund reallocation will be reflected on the Your Benefits Resources Web site and the automated telephone system the next business day. Direct fund transfers. You can make a direct fund transfer by selecting what funds to take money out of and what funds will receive that money. A direct fund transfer is a one-time only event and will not change your future fund investment allocations. Fund transfers are also subject to the restrictions set forth in the Investment Transfer Policy. Effective January 1, 2007, the Halliburton Stock Fund was closed to new investments. Participants in the Plan are not allowed to make contributions, rollovers, transfers, or loan repayments (from any source) into the Halliburton Stock Fund. Only transfers out of the fund are permitted effective January 1, Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 19

23 Investing Your Money Your Investment Fund Options Your investment fund options are broken into four Premixed Portfolios and eight Single Focus Funds. Before you make your investment decisions, you should carefully consider your investment goals and may wish to consult a financial advisor. Premixed Portfolios Stable Value Premixed Portfolio Conservative Premixed Portfolio Moderate Premixed Portfolio Aggressive Premixed Portfolio Single Focus Funds Bond Index Fund Balanced Fund S&P 500 Index Fund Large Cap Value Equity Fund Large Cap Growth Equity Fund Non-U.S. Equity Fund Mid Cap Equity Index Fund Small Cap Equity Index Fund Premixed Portfolios The Premixed Portfolios were designed to provide diversified, auto-balancing portfolios according to targeted risk and return profiles. Any one of them can be used as a complete investment strategy. Stable Value Premixed Portfolio The Stable Value Premixed Portfolio is the most conservative investment option in the Plan. It is designed to preserve your investment principal (the money you invest in the Plan) and to earn a relatively stable rate of return. The Stable Value Premixed Portfolio may experience a negative rate of return over shorter time periods, but it is managed with the intent of reducing this possibility. Conservative Premixed Portfolio The Conservative Premixed Portfolio s objective is to achieve long-term growth with a relatively low level of risk. The portfolio aims for a competitive investment return, while minimizing risk by diversifying its investment among different types of assets. Further diversification is achieved by using several external investment managers with different investment styles. The Conservative Premixed Portfolio is a highly diversified portfolio that invests in asset-backed investment contracts, bonds and stocks (both U.S. and non-u.s.). Moderate Premixed Portfolio The Moderate Premixed Portfolio seeks long-term growth as a major objective. The portfolio aims for a competitive investment return while minimizing risk by diversifying its investments among different types of assets. Further diversification is achieved by using several external investment managers with different investment styles. The Moderate Premixed Portfolio maintains a static asset allocation and avoids market-timing strategies. Aggressive Premixed Portfolio The objective of the Aggressive Premixed Portfolio is to achieve long-term growth by primarily investing in stocks (including non-u.s. stocks) and related securities. Further diversification is accomplished by using several external investment managers with different investment styles. The Aggressive Premixed Portfolio maintains a static asset allocation and avoids market-timing strategies. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 20

24 Investing Your Money Single Focus Funds The Plan provides eight Single Focus Funds from which to choose. Investors wishing to create their own diversified portfolio can choose from the Single Focus Funds which cover a range of asset classes and risk profiles. Bond Index Fund The Bond Index Fund is passively managed. This means it seeks returns that are approximately equal to the performance of the Barclays Aggregate Bond Index, instead of following a manager s active investment strategy. The Barclays Aggregate Bond Index is used to represent returns of the general U.S. bond market. Balanced Fund The investment objectives of the Balanced Fund are long-term capital appreciation and reasonable current income. The Fund composition can vary, with a maximum of 70% of assets invested in U.S. and non-u.s. stocks. S&P 500 Index Fund Similar to the Bond Index Fund, the S&P 500 Index Fund is passively managed. This means it seeks risks and returns that are approximately equal to the performance of the Standard & Poor s (S&P) 500 Index. The S&P 500 Index is a popular standard for measuring large-cap U.S. stock market performance. Large Cap Value Equity Fund The Large Cap Value Equity Fund seeks long-term growth of capital and income from dividends. The Fund invests in stocks that are, as a group, selling at prices below the overall market average compared to their dividend income and future return profile. When other investors recognize the company s true value, the stock price is expected to increase. Large Cap Growth Equity Fund The objective of the Large Cap Growth Equity Fund is to seek long-term growth of capital. Dividend income is considered incidental. The Fund primarily invests in the equity securities of established companies that the fund managers consider to have above-average prospects for growth. Generally, these are rapidly growing large companies. Non-U.S. Equity Fund The Non-U.S. Equity Fund seeks long-term capital growth through investments in stocks of companies based outside of the U.S. The Fund strategy is based upon the belief that the best companies for investment are not located just in the U.S. Non-U.S. stocks have different risk and return characteristics; thus, they can provide excellent diversification as a part of a total portfolio. Mid Cap Equity Index Fund The Mid Cap Equity Index Fund is passively managed. This means it seeks risks and returns that are approximately equal to the performance of the Standard & Poor s (S&P) MidCap 400 Index, instead of following a manager s active investment strategy. The S&P MidCap 400 Index is a popular standard for measuring mid-cap U.S. stock market performance. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 21

25 Investing Your Money Small Cap Equity Index Fund The Small Cap Equity Index Fund seeks long-term capital appreciation. It primarily invests in small companies that tend to be growing in size as well as having strengthening financial performance. The Fund is diversified across both the growth and value investment styles. Thus, a portion of the Fund is invested in companies considered to have above-average prospects for growth, while the remainder of the Fund invests in stocks selling at prices below the overall market average compared to their dividend and future return profile. Plan Assets Plan assets are held in a Trust by State Street Bank and Trust Company, based in Boston, Massachusetts, which serves as both the trustee and custodian for all the investment funds. By law, Trust assets must be used for the benefit of Plan participants and are not subject to the claims of any Company creditors. These assets cannot be used by the trustee, the Company, or any other party. If You Have Investments in the Halliburton Stock Fund Effective January 1, 2007, the Halliburton Stock Fund ( HSF ) was closed to new investments. Plan participants are not allowed to make new contributions (tax-deferred savings contributions), transfers, or loan repayments into the HSF on or after January 1, If you had tax-deferred savings contributions allocated to the HSF prior to January 1, 2007 and have not taken action subsequent to that date to redirect your contributions to other available funds within the Plan, those contributions have been redirected to the Moderate Premixed Portfolio. To change your investment allocations, access the Your Benefits Resources Web site at com/halliburtonbenefits or call the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). In addition, beginning January 1, 2007, the Company is providing a three-year sunset period for Plan participants who have a balance in the HSF. A sunset period allows Plan participants to move their stock fund balance into other funds within the Plan over a defined period of time. During the sunset period, you are encouraged to begin moving your HSF balance to another investment fund. Any balance remaining in the HSF at the conclusion of the three-year sunset period (December 31, 2009) will automatically be redirected to another investment fund chosen by the Company. You will receive more information and notices about any redirection before the end of the sunset period. The Company will monitor the HSF during the sunset period and reserves the right to implement periodic transfers and/or change or accelerate the three-year sunset period at any time. You will receive notice before any such transfer or change. Prior to January 1, 2007, if you rebalanced your Plan account by moving funds into or out of the HSF, the percentage of your Plan account balance invested in the HSF was automatically reduced to 15 percent of your portfolio. Effective January 1, 2007, the Company eliminated this rebalancing requirement to allow more flexibility in moving out of the HSF. As of January 1, 2007, rebalancing your Plan account will no longer trigger the automatic reduction of your HSF to 15 percent of your total portfolio. This change allows you to gradually move your money out of the HSF. You may transfer existing balances out of the HSF by accessing the Your Benefits Resources Web site at or by calling the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 22

26 Investing Your Money Note: The Halliburton Stock Fund is not a diversified fund and invests only in Halliburton Company stock (with a minimal amount of cash and cash equivalents). This Fund invests in only one stock; therefore, the value of the fund can increase and decrease significantly. If you have investments in the Halliburton Stock Fund, you are strongly encouraged to carefully review the Company s public filings with the Security and Exchange Commission, including the Company s most recent annual report on Form 10-K and each quarterly report on Form 10-Q. Dividend Pass-Through The Halliburton Stock Fund features an Employee Stock Ownership Plan (ESOP). This feature, known within the Company as Dividend Pass-through, permits you to elect to: Have your share of each Halliburton common stock dividend reinvested in your Halliburton Stock Fund balance; or Receive the dividend in cash. Dividends on Halliburton common stock usually are declared four times a year at the discretion of the Board of Directors. If you elect to reinvest your dividends, or if you do not have an election on file as of the close of business on the business day prior to the ex-dividend date, your dividends automatically will be reinvested in your Halliburton Stock Fund balance. Reinvested dividends will be credited as tax-deferred earnings and will continue to grow tax-deferred until they are withdrawn. If you elect to receive a dividend in cash, you will receive a check seven to 10 business days after the dividend payable date. Cash payments are subject to income taxes in the year you receive them; however, they are not subject to the 10% IRS tax penalty that applies to early Plan distributions. No taxes will be withheld from dividend checks; you will be responsible for any tax liability when you file your income tax return. You can make or change your election at any time via the Your Benefits Resources Web site at halliburtonbenefits or by calling the Halliburton Benefits Center at and speaking with a representative. If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Understanding Risk and Return Any investment comes with some level of market risk (the likelihood that an investment will go up or down in value, especially over the short term), but it also comes with the potential for return. All 12 current investment fund options and the closed Halliburton Stock Fund are plotted on the graph below to show the varying degrees of market risk and potential return offered by the fund options in relation to one another. Investments with lower market risk may help protect you against the volatility of the stock market. But, historically, funds with higher market risk have offered the potential for greater returns. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 23

27 Investing Your Money EXPECTED RATE OF RETURN Low Return High Return Stable Value Premixed Portfolio Conservative Premixed Portfolio Bond Index Fund Moderate Premixed Portfolio Aggressive Premixed Portfolio Premixed Portfolios Single Focus Funds Halliburton Stock Fund Small Cap Equity Index Fund Mid Cap Equity Index Fund Non-US Equity Fund Large Cap Growth Equity Fund Large Cap Value Equity Fund S&P 500 Index Fund Balanced Fund Low Risk EXPECTED RISK LEVEL High Risk Transaction Fees and Expenses There are no transaction fees or expenses (e.g., commissions, sales loads, deferred sales charges, and redemption or exchange fees) associated with the purchase or sale of shares or units of investment funds offered under the Plan. However, each investment fund contains other fees and expenses, which are reflected in the fund s net investment return. Detailed information regarding these fees and expenses is set forth in the Plan s Investment Highlights booklet. You may request a copy of this booklet by calling the Halliburton Benefits Center at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Detailed fund information also appears on the Your Benefits Resources Web site at hewitt.com/halliburtonbenefits. Voting Rights Except for investments in the Halliburton Stock Fund, voting and similar rights associated with shares of the investment funds held in your accounts will be exercised by the Plan s trustee and will not be passed to you. Voting and similar rights associated with the Halliburton Stock Fund will be passed through to participants invested in the Halliburton Stock Fund. Any shares of Halliburton Company stock not voted by such participants will be voted by the Plan s trustee. Procedures have been designed to safeguard the confidentiality of any participant s or beneficiary s rights with respect to the participant s or beneficiary s shares of Halliburton Company stock held under the Plan, including the right to sell, hold, or exercise voting, or similar rights. In addition, access to your decisions to sell or hold Halliburton Company stock are restricted to those assisting in the administration of the Plan. The Halliburton Company Investment Committee is responsible for ensuring that these procedures are being followed. If this Committee determines that a situation has potential for undue influence by your employer with respect to your rights as a shareholder of the Company, the Committee will appoint an independent fiduciary to perform such activities as are Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 24

28 Investing Your Money necessary to prevent undue influence. These situations may include tender offers, exchange offers, or contested Board of Director elections. You will be notified of such appointment and of the name, address and phone number of the independent fiduciary. If you have questions about this procedure, you may contact the Investment Committee at the Master Trust Office, Bellaire Blvd, Houston, Texas 77072, or call Information Available Upon Request Upon request, you may receive (based on the latest information available to the Plan): A description of the annual operating expenses of each investment fund available under the Plan (e.g., investment management fees, administrative fees, transaction costs), which reduce the rate of return you receive, and the aggregate amount of such expenses expressed as a percentage of average net assets of the investment fund; Copies of any prospectuses, financial statements and reports, and of any other materials relating to the investment funds available under the Plan, to the extent such information is provided to the Plan; A list of assets comprising the portfolio of certain investment funds constituting Plan assets (generally collective or common trust funds, but not mutual funds) available under the Plan, the value of each such asset (or the proportion of the investment alternative which it comprises) and, with respect to each such asset which is a fixed-rate investment contract issued by a bank or savings and loan association, the name of the issuer, term of the contract, and specified rate of return; Information concerning the value of shares or units in each investment fund offered under the Plan, as well as the past and current investment performance of each fund determined net of expenses; and Information concerning the value of shares or units in each investment fund offered under the Plan held in your accounts. If you would like to receive any of the above information, please contact the Halliburton Benefits Center at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). It is intended that the Plan shall constitute a plan described in Section 404(c) of the Employee Retirement Income Security Act of 1974 and Title 29 of the Code of Federal Regulations Section (c)-1, and that the fiduciaries of the Plan may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a Plan participant or beneficiary. Investment Transfer Policy Effective January 1, 2006, the Halliburton Investment Committee adopted a Transfer Policy, which places waiting periods on transfers and reallocations into and out of all Plan funds. 20-day Incoming Restriction. For all of the funds and portfolios, except the Stable Value Premixed Portfolio, if you make a transfer or a fund reallocation out of a fund, you cannot transfer money into that same fund for 20 calendar days. For example, if on January 1 you make a transfer or a fund reallocation out of the Mid Cap Equity Fund, you will have to wait until January 21 to make any transfers or reallocations into that fund. Each time a transfer or fund reallocation is made out of a fund, the waiting period resets to the date of the latest transaction. Therefore, if you decide on January 10 that you want to transfer additional money out of the Mid Cap Equity Fund, you will have to wait until January 31 to make any transactions back into that fund. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 25

29 Investing Your Money 20-day Outgoing Restriction. The policy governing the Stable Value Premixed Portfolio works differently. If money is transferred or funds are reallocated into the Stable Value Premixed Portfolio, the number of units that money represented on the day of the transaction are locked in and cannot be transferred out of the Portfolio for 20 calendar days. For example, if on January 1 you transfer $150 into the Stable Value Premixed Portfolio and each $15 equals one unit, then you have added 10 units to your portfolio and those 10 units cannot be transferred out for 20 calendar days. However, any balance in this portfolio prior to the transaction is not subject to the waiting periods. In order to provide protection against possible market downturns, you can always reallocate or transfer money into the Stable Value Premixed Portfolio from other Premixed Portfolios or Single Focus Funds. Keeping Track of Your Account Your account will be valued on a daily basis. You can access current information about your account via the Your Benefits Resources Web site at or by calling the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). You can access: Your account and fund balances as of the prior business day s close of market; Your investment elections; Your savings contribution rate; and Rates of return for each investment fund. Rates are available on the Your Benefits Resources Web site for the past day, four weeks, year-to-date and trailing three-, five-, and 10-year periods as of December 31st of the prior year. The automated telephone system tracks returns daily, for the past four weeks and year-to-date. At any time, you can request an account statement via the Your Benefits Resources Web site or the automated telephone system that will show current quarter-to-date activity or prior quarter activity. Typically, each business day after close of the U.S. stock market, your account balance will be updated and any transactions will be processed. There may be times when daily valuation of your account may not be possible due to unexpected circumstances. If this happens, your account will be updated as soon as administratively possible. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 26

30 Loans, Withdrawals and Distributions Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 27

31 Loans, Withdrawals and Distributions Although the Plan is designed to allow you to save for your future financial security, the Company realizes that you may need access to some of your savings when certain situations arise. The following matrix outlines loan, withdrawal and distribution options under the Plan. LOAN WITHDRAWAL DISTRIBUTION With a loan, you borrow from your account balance in accordance with Plan rules while you are an active employee or on approved leave of absence. You repay the amount of the loan, plus interest, to your Plan account through payroll deduction. If you leave the Company, you must repay the loan, or the unpaid balance will be considered a taxable distribution and penalties may apply. An in-service withdrawal is a withdrawal of all or part of your Plan account while you are an active employee. Withdrawals are limited to the circumstances described in the Withdrawals sections. Withdrawals may be subject to federal, state and local income taxes, as well as early withdrawal penalties if you are under age 59½. A distribution is a payment of your vested account balance when you retire or terminate employment with the Company. Payment may be in one of the forms described in either the Withdrawals or Distributions sections. Distributions may be subject to federal, state and local income taxes, as well as early withdrawal penalties if you are under age 55 when you terminate employment. Loans You generally are eligible to take a loan from your vested account balance if you are actively employed with Halliburton or are on an approved leave of absence. Two types of loans are available: - General purpose loans may be taken for up to five years. - Home loans may extend up to 10 years. Loans are taken proportionately from all your fund balances, with principal and interest paid back to your account over the term of the loan. The minimum loan amount is $1,000. The maximum loan amount is the lesser of 50% of your vested account balance or $50,000 less the highest outstanding loan balance in all Company-sponsored plans over the last 12 months. 50% of your vested account balance or $50,000 Minus your highest outstanding loan balance in all Company-sponsored plans over the last 12 months You may have only one loan outstanding at any time. If you currently have two loans outstanding (as allowed prior to Jan. 1, 2002), you may continue to repay both under your current loan agreements until the first loan is paid in full. Early payoff of one loan is not required, though you can make a lump-sum repayment at any time. You can request your loan repayment amount(s) using the Your Benefits Resources Web site at or by calling the Halliburton Benefits Center at If outside the U.S., call (toll-free using the AT&T access code) or (not a tollfree number). Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 28

32 Loans, Withdrawals and Distributions A $50 loan initiation fee will be deducted from the total loan amount you request. For example, if you request a $1,000 loan, $50 will be subtracted from the loan amount and you will receive a check for $950. You will be required to pay back the entire loan amount ($1,000) plus interest on that amount. After your loan is processed, you pay back the amount of your loan, plus interest, through payroll deduction. The interest rate is one percent above the prime rate of interest published in The Wall Street Journal as of the first business day of the month in which the loan is made. Lump sum repayment may be made at any time without penalty. Go to the Your Benefits Resources Web site or call the Halliburton Benefits Center to request an invoice with the payoff amount. Payroll deductions will continue until the loan is paid in full. At the time you take a loan, your account balance and potential investment earnings are reduced by the amount of the loan principal. As you repay your loan balance, both the principal and interest from the loan are credited to your account. If you leave the Company, any outstanding loan balance becomes due and payable. If you do not repay the loan, the IRS will treat the unpaid balance as a taxable distribution. Depending on your age, a 10% early withdrawal tax penalty may apply on an unpaid loan. You can request a loan, via the Your Benefits Resources Web site at or by calling the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (tollfree using the AT&T access code) or (not a toll-free number). If you had a balance in the Plan prior to June 1, 1998, you will receive a loan application by mail because spousal consent is required. Otherwise, a signed loan application is required only for a home loan. You must complete, sign and return the application to the Halliburton Benefits Center within 30 days of the date the loan is requested. Once the Benefits Center receives the application, your loan normally will be processed within 48 hours. When your loan is processed, you will be sent a Truth-in-Lending Disclosure/Promissory Note that shows the following: Loan amount; Duration of the loan; Interest rate; and Repayment amount. Following processing, your loan amount will be direct deposited to your bank account or a check will be mailed to you within seven to 10 business days. Payroll will begin deducting loan repayments from your paycheck as soon as administratively possible (usually within two to three pay periods). Payroll Deductions It is your responsibility to ensure that your payroll deductions for any loans are being made. If you see that your payroll deductions are incorrect or have stopped before your loan is paid in full, you must contact the Halliburton Benefits Center as soon as possible. If your deductions are incorrect or stopped prematurely, you run the risk of defaulting on your loan. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 29

33 Loans, Withdrawals and Distributions In-Service Withdrawals After-Tax Savings Withdrawals Before 2004, after-tax contributions were allowed by the Plan. If you have an after-tax balance, you may request an after-tax savings withdrawal at any time as a specific dollar amount or a percentage of the amount available. A withdrawal will be made first from contributions made before January 1, 1987, then pro rata from contributions made after December 31, 1986, and then from earnings on all contributions. Only money invested as after-tax savings contributions and the earnings on those contributions are available for after-tax savings withdrawals. Earnings are taxable and subject to a federal 10% early withdrawal tax penalty if you are under age 59½. Tax withholding will automatically occur at a rate of 20%. To request an after-tax savings withdrawal, log on to the Your Benefits Resources Web site at halliburtonbenefits or call the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Financial Hardship Withdrawals If you have an immediate and heavy financial need brought about by circumstances beyond your control which cannot and have not been satisfied from other resources reasonably available to you, you may be eligible to take a hardship withdrawal from your taxdeferred savings account. Earnings on your tax-deferred savings after Dec. 31, 1988, may not be withdrawn for this purpose. At least one of the following financial needs must exist in order to qualify for a hardship withdrawal: Uninsured and unreimbursed medical expenses incurred within the last 12 months, or are about to be incurred by you, your spouse or your dependent; Costs directly related to the purchase of your primary residence (but not mortgage payments); Expenses to prevent foreclosure on or eviction from your primary residence; Tuition expenses and related educational fees and room and board expenses for up to the next 12 months of postsecondary education for you, your spouse or your dependent; Payments for funeral or burial expenses for a parent, spouse, child, or tax dependent; Expenses for the repair of damage to your principal residence that would qualify for the casualty deduction under Code Section 165 (without regard to whether the loss exceeds 10% of your adjusted gross income); and Other events that the Halliburton Company Benefits Committee, at its sole discretion based on review of your specific facts and circumstances, may deem qualified for a hardship withdrawal. The amount of your hardship withdrawal may not exceed the amount required to satisfy the immediate need created by the financial hardship. Documentation will be required in order to prove the hardship, that other assets are not available to relieve it, and that all Plan loans and other types of withdrawals available to you have been exhausted. Your withdrawal must be approved by the Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 30

34 Loans, Withdrawals and Distributions Halliburton Benefits Center. Savings contributions will continue to be deducted from your paychecks if you take a hardship withdrawal, unless you ask to stop your contributions. No part of a hardship withdrawal will be eligible for rollover into another qualified plan or IRA. The taxable portion of the withdrawal could be subject to income tax and a federal 10% early withdrawal tax penalty, unless an exception applies to the penalty (e.g., you are over age 59½). Age 59½ Withdrawals Once you reach age 59½, you can withdraw all or any part of your vested account, even if you are still working for the Company and making contributions to the Plan. You will be required to pay income taxes on the tax-deferred contributions and earnings you withdraw, but not the federal 10% early withdrawal tax penalty. Your after-tax savings contributions are not taxed, because you paid taxes on those contributions when they were deposited in the Plan; however, earnings associated with your after-tax savings contributions may be subject to income tax but not the 10% early withdrawal tax penalty. If you elect an age 59½ withdrawal while employed by the Company and any part of your account is invested in the Halliburton Stock Fund, the withdrawal can be paid to you either in the form of a Direct Registration System (DRS) statement reflecting your full number of shares or in cash, based on the market value of your shares as of the date your request is processed. Prior Plan and Rollover Account Withdrawals At any time, you can withdraw all or part of amounts attributable to the following transfers from: Employer contributions to the Profit Sharing Plan of TK Valve & Manufacturing Corporation; Employer and rollover contributions to the Savings Plan for Employees of Baroid Corporation; and Employer contributions to the Dresser Industries, Inc. Stock Purchase Plan. At any time, you can withdraw all or part of amounts attributable to your rollover account. Other Withdrawals Other Withdrawals also are available: If you have terminated employment due to retirement (as defined by the Plan) and have not started receiving benefits under the Plan; To your spouse, if you die while an employee or after retirement and benefit payments have not started; or To an alternate payee under a Qualified Domestic Relations Order with respect to the accounts of a participant who is eligible for retirement or has terminated his employment by reason of retirement. Taxes and Penalties for Early Withdrawals Generally, all withdrawals of tax-deferred savings contributions and earnings are subject to 20% federal tax withholding. Your after-tax savings contributions are not subject to taxes, but the earnings on your after-tax savings contributions may be subject to income tax and a 10% early withdrawal tax penalty. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 31

35 Loans, Withdrawals and Distributions In addition, any withdrawals before age 59½ of tax-deferred savings contributions may be subject to a federal 10% early withdrawal tax penalty. The early withdrawal penalty does not apply to the following withdrawals: Made after you reach age 59 ½; Paid to your beneficiary after your death; Made because you are totally and permanently disabled; Paid when you leave the Company after retirement; Used to pay for tax-deductible medical expenses which are over 7.5% of your adjusted gross income; Rolled over into another employer s qualified plan or an IRA within 60 days of distribution, or made as a direct rollover; Required by a Qualified Domestic Relations Order (QDRO). Spousal Consent If you had a balance in the Plan prior to June 1, 1998, and are subject to the joint and survivor provisions of the Plan (see Distributions for Participants with a Plan Account Balance Prior to June 1, 1998 ), the IRS requires that if you are married, your spouse must consent to any loan or withdrawal. Distributions Special rules apply to distributions depending on whether you had a Plan account balance prior to June 1, 1998 (see Distributions for Participants with a Plan Account Balance Prior to June 1, 1998 ). However, the following information applies for all Plan participants, regardless of when you began participation. When you leave the Company for any reason, including your retirement, you are eligible to take a distribution of your vested Plan account balance. If you should die while actively employed by the Company, the full value of your Plan account is payable to your spouse or other named beneficiary (subject to applicable consent requirements). Vested Interest of $1,000 or Less If your vested account balance, not including any balance in your rollover account, is $1,000 or less, your vested account automatically will be paid to you in a lump sum cash payment (subject to the mandatory withholding requirements) after you leave the Company. You will have an opportunity to rollover your balance prior to this lump-sum cash payment see the description in the section titled Optional Forms of Payment later in this SPD. To Receive a Distribution To request a distribution from the Plan after you terminate employment, contact the Halliburton Benefits Center at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). You can also request a distribution by accessing the Your Benefits Resources Web site at Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 32

36 Loans, Withdrawals and Distributions If you are retirement eligible when you terminate, you will automatically receive a retirement package including distribution options from the Plan. Some distributions may require you to provide written authorization. If You Die Before Receiving Your Benefit If you die before you have begun receiving your benefit, your surviving spouse or beneficiary should contact the Halliburton Benefits Center at and speak with a representative. If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Representatives are available Monday through Friday between 8:30 a.m. and 5 p.m. Central Time. Time of Payment If you elect a distribution of your vested account balance when you leave the Company, payment normally will begin as soon as administratively possible after your employment ends. However, if you terminate employment before your retirement for a reason other than death or disability, payment will not begin until at least 30 days after your termination date. If you are married and had a Plan account balance prior to June 1, 1998, your spouse must consent to any distribution, unless the distribution is in the form of a joint and survivor annuity. The distribution will be made as soon as administratively possible after you inform the Plan Administrator of your election decision and, if applicable, provide evidence of your spouse s consent to your election. You may defer payment of your account balance until no later than April 1 of the year following the year you reach age 70½. At that time, federal law requires minimum distributions ( RMDs ) of your account to begin. If you are still working for the Company at age 70½, RMDs may be deferred until April 1 of the year following the year you retire. This distribution is not eligible for a rollover into an IRA or another employer s plan Required Minimum Distribution Relief The Worker, Retiree, and Employer Recovery Act of 2008 permits defined contribution plans such as the Halliburton Retirement & Savings Plan to suspend the payment of 2009 RMDs. This suspension will allow participants and beneficiaries to keep amounts that normally would have been distributed to them in their Plan account if they choose, and possibly recover some losses from the market decline in Your 2009 RMD payments will be suspended if you do not affirmatively contact the Halliburton Benefits Center and request they continue. If you affirmatively request that your 2009 RMD payments continue, you may be eligible to rollover the 2009 RMD payments to another eligible retirement plan through an indirect rollover. You should consult with a tax advisor to determine if all or any portion of that payment is eligible for an indirect rollover. To request detailed information regarding 2009 required minimum distributions, call the Halliburton Benefits Center s automated telephone system at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Tax Consequences of Distributions If you elect a single sum payment, the Company is required by federal tax laws to withhold federal income taxes equal to 20% of the taxable portion of your payment, unless you roll over your distribution directly into a traditional IRA, an eligible employer plan qualified Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 33

37 Loans, Withdrawals and Distributions under 401(a) of the Internal Revenue Code, profit-sharing plan, defined benefit plan, stock bonus plan, money purchase plan, a section 403(a) annuity plan, a section 403(b) tax-sheltered annuity plan, or an eligible 457(b) plan sponsored by a governmental employer. Your distribution may be subject to a 10% early payment penalty tax in addition to regular income taxes if it is not rolled over, unless you are at least age 55 at the time you leave the Company, you are at least age 59½ at the time payment is made to you, or another exception applies. If the 10% early payment penalty applies, it must be paid when you file your tax return. Keep in mind that the amount withheld may not represent your actual tax liability. For more information about the additional 10% tax, please see IRS Form If you receive your benefit as an annuity or in installments, you pay taxes on the money when you receive it. For example, if you receive a payment each month, you pay taxes on the taxable portion you receive each month. When you receive the distribution, you are responsible for complying with applicable federal, state and local tax laws and regulations. You are responsible for reporting any benefit payments as taxable income on your annual federal, state and local tax returns. You also are responsible for paying all applicable taxes. If you receive any or all of your benefits in a lump-sum payment, you may roll over your distribution as described above. Your surviving spouse may also roll over a Plan distribution in the manner described above. However, a beneficiary other than your spouse will only be allowed a direct rollover into a nonspouse beneficiary IRA. Forfeitures and Repayments If you terminate employment without a 100% vested interest in your Halliburton Basic Contribution or Company Matching Contribution accounts (see Vesting ) you will forfeit your unvested portion as described below: If you are not entitled to a distribution from the Plan, the unvested portion of your account balance will be forfeited as of your termination date. If you receive a lump-sum distribution of your vested account balance, the unvested portion of your account will be forfeited as of your benefit commencement date. If you do not take a lump sum distribution of your vested account balance, the unvested portion will be forfeited at the end of the plan year in which you incur five consecutive one-year breaks in service, or if earlier, the date of your death. If you forfeit your unvested account balances as described above and are re-employed before you have five consecutive one-year breaks in service (see Service With Halliburton ), the forfeited amount will be restored to your appropriate account without adjustment for subsequent gains or losses. If you terminated employment prior to Dec. 31, 1998, additional restrictions may apply (refer to The Halliburton Benefits Center section of this SPD). Distribution in Halliburton Stock Effective January 1, 2007, the Halliburton Stock Fund was closed to new investments. The Company is providing a three-year sunset period which allows plan participants to move their balances out of the Halliburton Stock Fund. Prior to the end of the sunset period Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 34

38 Loans, Withdrawals and Distributions (December 31, 2009), if you or your beneficiary elect a lump-sum payment of, or withdrawal from, your account (or if you elect a withdrawal after age 59½ while employed by the Company) and any part of your account is invested in the Halliburton Stock Fund, the payment or withdrawal can be paid to you or your beneficiary either in the form of a Direct Registration System (DRS) statement reflecting your full number of shares or in cash, based on the market value of your shares as of the date your request is processed. If you or your beneficiary elects to receive a distribution in shares and you subsequently sell the shares through a broker, you will be responsible for any related fees the broker may impose. You or your beneficiary may wish to consult with a financial advisor to determine the tax implications of electing to receive a distribution in shares. Resale Restrictions Generally, participants or beneficiaries who are not affiliates of the Company (as defined in Rule 405 of the Securities Act) may sell or transfer shares of Halliburton stock distributed to them from the Plan. An affiliate is any person who controls or is a part of a group that controls the Company. Officers and directors of the Company generally will be considered affiliates. The Company has not filed a registration statement, and no prospectus is available, regarding the re-offer or resale of securities distributed from the Plan to affiliates of the Company. Any re-offer or resale may be made only with an effective registration statement under the Securities Act or Rule 144, or another exemption from applicable registration requirements. Assignment of Benefits Neither you nor your beneficiary may assign, pledge, encumber, or otherwise transfer any of your right or interest of any kind in your benefits under the Plan. However, if a court order relating to child support, alimony payments, or marital property rights or other judgments or settlements requires that all or a portion of your retirement benefit be paid to another person, the Plan must comply (see the Qualified Domestic Relations Orders section for details). Qualified Domestic Relations Orders (QDROs) As described above, you cannot sell, transfer, or assign either voluntarily or involuntarily the value of your benefit under this Plan. However, under certain circumstances, a court may award all or part of your benefit under the Plan to a present or former spouse, child or other dependent through a qualified domestic relations order, or QDRO. A QDRO is a court order, judgment or decree that: Is made under a state domestic relations law (including community property laws); Relates to child support, alimony payments or marital property rights; and Creates or recognizes an alternate payee s right to receive all or part of your benefits under the Plan. If you are affected by a QDRO, you should have your attorney contact the Plan Administrator to make sure the appropriate paperwork is filed. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 35

39 Loans, Withdrawals and Distributions If the QDRO so provides, your Plan benefit as of a specific date may be divided. In this instance, the alternate payee may be set up with a separate benefit in the Plan. The alternate payee then will be able to elect to receive benefits, but no sooner than the earliest date you would be able to start receiving benefits if you left the Company. QDROs that do not specify immediate allocation of benefits at the date of divorce usually include a formula for allocating benefits when you either leave the Company or reach retirement age. If this is the case, your records will be flagged to indicate that a portion of the total benefit will be paid at a later date to your alternate payee. You and your beneficiaries can obtain, at no charge, a copy of the procedures governing QDROs by calling the Halliburton Benefits Center at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). If You Become Disabled If you become totally and permanently disabled while you are actively employed by Halliburton, you will become 100% vested in the value of your account balance, regardless of your actual years of service, and you will be eligible to receive payment as described in the appropriate section titled Automatic Forms of Payment or Optional Forms of Payment. Distributions For Participants With a Balance Prior to June 1, 1998 The distribution information in this section, applies to participants who had a balance in the Plan prior to June 1, 1998 and are subject to the joint and survivor provisions of the Plan. (If you began participating in the Plan on or after June 1, 1998, refer to the distribution information titled Distributions For Participants Who Began Participating in the Plan on or After June 1, ) Automatic Forms of Payment The Plan offers a number of distribution options from which to choose. However, if you terminate employment for any reason other than death, you are married on the date payment of your account is to begin and you have not informed the Plan Administrator of your distribution election, you automatically will receive your account balance under the standard form of payment, which is a joint and survivor annuity. If you elect to receive a distribution option other than the joint and survivor annuity, your spouse must consent to the election in writing before a witness, and his or her consent must be notarized. When you leave the Company, you will receive a distribution election form and spousal consent form from the Halliburton Benefits Center. If the joint and survivor annuity is in effect, your account will be used to purchase a commercial annuity payable for your lifetime with a survivor annuity for the lifetime of your spouse, which will be one-half of the amount of the annuity payable during the joint lifetimes of you and your spouse. If you are unmarried on the date payment of your benefit is to begin, your account will be paid in the form of a life annuity, unless you elect an alternate distribution option prior to the payment date. If the life annuity form is in effect, your account will be used to purchase a commercial annuity payable for your lifetime. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 36

40 Loans, Withdrawals and Distributions Optional Forms of Payment If you terminate employment for any reason other than death, you may elect not to take payment via the joint and survivor annuity form or life annuity form (whichever is applicable). Instead, you may elect to have your account paid in one of the following forms: One lump sum; A direct rollover of your account balance into another eligible employer retirement plan, profit-sharing plan, defined benefit plan, stock bonus plan, money purchase plan, annuity plan, governmental employer plan, or IRA. You may roll over any after-tax savings contributions in your Plan account into another eligible employer retirement plan (if the new qualified plan accepts them); A commercial annuity payable for your lifetime; If you are married on your annuity starting date, a joint and survivor annuity that is a commercial annuity payable for your lifetime with a survivor annuity payable for the life of your spouse which shall be 75% of the amount of the annuity payable during your joint lives. If You Die If you die before payment of your account begins, the full value of your account will be paid to your spouse in the form of a commercial annuity for his or her lifetime (referred to as a survivor annuity ), unless you choose a primary beneficiary other than your spouse. You may make this election at any time, but if you make the election before the first day of the year in which you reach age 35, the election will become invalid as of such date and it will be necessary for you to make a new election. No election will be effective unless your spouse has consented to the election in writing and his or her consent is witnessed by a notary public. Your spouse must consent to the payment of the survivor annuity. If your spouse agrees to begin receiving payment of the survivor annuity, payment will begin as soon as administratively possible. If your spouse does not initially consent to the payment of the survivor annuity, he or she may later consent. Payment of the survivor annuity would then begin as soon as administratively possible. Payment of the survivor annuity must begin no later than April 1 of the year following the year you would have reached age 70½. If you die and you are not married, if you are married and have named a primary beneficiary other than your spouse, or if your spouse elects a form of payment other than a survivor annuity after your death, payment of your account will be made in one of the following forms selected by your spouse or other named beneficiary: One lump sum; or Periodic installment payments for a fixed period (elected as a specific dollar amount per month), with any balance after the death of your beneficiary to be paid in one lump sum cash payment to the beneficiary named by your beneficiary. Your beneficiary may alter the schedule or amount of any future payments, stop and restart payments, or receive one or more extra payments in any year. If your beneficiary is your eligible surviving spouse, your account will be used to purchase a commercial annuity payable for: A fixed period with payments to continue to your surviving spouse s designated beneficiary if he or she dies before the end of the period; Your surviving spouse s lifetime. If the value of your account does not exceed $1,000, your benefit always will be distributed to your surviving spouse or other beneficiary in a lump sum payment as soon as administratively possible after your death. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 37

41 Loans, Withdrawals and Distributions In the event of your death, if your benefit is payable to your spouse, your spouse will have the same direct rollover rights as a participant (e.g., direct rollover into another eligible employer s plan or IRA). A beneficiary other than your spouse will have the right to directly rollover amounts into a nonspouse beneficiary IRA. If you have not named a beneficiary, or if your beneficiary dies before you do, the full value of your account will be paid to your spouse, if any, or otherwise to your estate or to your heirs-at-law if there is not administration of your estate. If your beneficiary dies without naming a beneficiary, your benefit will revert back to your estate. Distributions For Participants Who Began Participating in the Plan on or After June 1, 1998 The distribution information in this section applies to participants who began participating in the Plan on or after June 1, 1998 and did not have a balance prior to that date. Optional Forms of Payment If you terminate employment for any reason other than death, you may elect to have your account paid in one of the following ways: One lump sum; or A direct rollover of your account balance into another eligible employer retirement plan, profit-sharing plan, defined benefit plan, stock bonus plan, money purchase plan, annuity plan, governmental employer plan, or IRA. You may roll over any after-tax savings contributions in your Plan account into another eligible employer retirement plan (if the new qualified plan accepts them). If You Die If you die before payment of your account begins, the full value of your vested account will be paid to your beneficiary. If you are married, you may name a primary beneficiary other than your spouse only if your spouse consents to the beneficiary in writing and his or her consent is witnessed by a notary public. Your beneficiary may elect to have your account paid in one of the following forms: One lump sum; or Periodic installment payments for a fixed period (elected as a specific dollar amount per month), with any balance after the death of your beneficiary to be paid in one lump sum cash payment to the beneficiary named by your beneficiary. Your beneficiary may generally alter the schedule or amount of any future payments, stop and restart payments, or receive one or more extra payments in any year. If the value of your account (excluding rollovers) does not exceed $1,000, your benefit always will be distributed to your surviving spouse or other beneficiary in a lump-sum payment as soon as administratively possible after your death. In the event of your death, if your benefit is payable to your spouse, your spouse will have the same direct rollover rights as a participant (e.g., direct rollover into another qualified plan or IRA). A beneficiary other than your spouse will have the right to directly rollover amounts into a non-spouse beneficiary IRA. If you have not named a beneficiary, or if your beneficiary dies before you do, the full value of your account will be paid to your spouse, if any, or otherwise to your estate or to your heirs-at-law if there is not administration of your estate. If your beneficiary dies without naming a beneficiary, your benefit will revert back to your estate. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 38

42 Loans, Withdrawals and Distributions Keep Your Human Resources Department Informed It is your responsibility to keep your Human Resources Department and the Halliburton Benefits Center informed of any changes that may affect your benefits. These include: Change of address Marriage Divorce Qualified Domestic Relations Order (QDRO) Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 39

43 The Halliburton Benefits Center Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 40

44 The Halliburton Benefits Center If you have any questions about the Plan, you can contact the Halliburton Benefits Center online or by phone. Online: The Your Benefits Resources Web Site Go to through the Internet (from any computer with Internet access) or connect through HalWorld, the Halliburton Intranet site. You will need to enter your Social Security number and password to access the site. The site is available Monday through Saturday, 24 hours a day, and Sunday after 12 p.m. Central Standard Time. By Phone: The Automated Telephone System or a Benefits Center Representative Call toll-free: If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). The automated phone system is available Monday through Saturday, 24 hours a day, and Sunday after 12 p.m. Central Standard Time. If you need personal assistance, enter your Social Security number, select the option for the 401(k) Savings Plan, then press the star key and zero (*0) to be connected to a Halliburton Benefits Center representative. Representatives are available Monday through Friday between 8:30 a.m. and 5 p.m. Central Standard Time. What if I forget my password? If you do not have your password, you can request a new one by selecting I Forgot My Password on the Your Benefits Resources Web site, or by calling If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Your new password will be ed to you at the address on file with the Halliburton Benefits Center. If you do not have an address on file, your new password will be mailed to the address on file. Please allow seven to 10 days to receive a password by mail. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 41

45 Administrative Information Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 42

46 Administrative Information The information contained in this booklet is taken from the original benefit plan document and is written in summary form. This summary does not attempt to cover every detail. Complete details can be found only in the formal Plan documents, which govern the operations of the Plan. This document is intended to be the Summary Plan Description required under the Employee Retirement Income Security Act of 1974 ( ERISA ). If there is a conflict between this summary and the Plan document, the terms of the Plan document will control. If you wish to read the actual benefit plan and related trust agreement, they may be reviewed at your local Human Resources Department, or a copy may be obtained from the Halliburton Benefits Center. A reasonable charge may be made to cover the cost of reproduction. The following pages include information about the administration of the Plan. Plan Information Plan Sponsor The Plan is sponsored by the Halliburton Company: Halliburton Company 5 Houston Center 1401 McKinney, Suite 2400 Houston, TX Plan Name and Type The Plan is known as the Halliburton Retirement and Savings Plan. The Plan is an ERISA section 404(c) compliant plan that is a defined contribution individual account plan. Plan Year The records of the Plan are kept on a calendar-year basis. Each Plan year ends on December 31. Employer Identification Number The Internal Revenue Service has assigned the Employer Identification Number to Halliburton Company. If you need to correspond with a government agency about the Plan, use this number along with the Plan name and the Company s name. Plan Number The Plan number is 001. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 43

47 Administrative Information Plan Administration and Funding The Plan is funded by a trust. The trustee is: State Street Bank & Trust Company State Street Financial Center One Lincoln Street, 20th Floor Boston, MA The Plan is administered pursuant to the provisions of the Plan document. Plan Administrator The Plan is administered by the Halliburton Company Benefits Committee and the Halliburton Company Investment Committee, the members of which are appointed by the Chief Executive Officer of Halliburton Company. You can contact the Plan Administrator as follows: Halliburton Company Benefits Committee Bellaire Blvd. Houston, TX Halliburton Company Investment Committee c/o Trust Investments Bellaire Blvd. Houston, TX Named Fiduciary The Halliburton Company Benefits Committee and the Halliburton Company Investment Committee are the named fiduciaries of the Plan as defined in ERISA. The fiduciary(ies) act on your behalf to make sure that the Plan is administered fairly, prudently and in accordance with standards outlined in the law and the terms of the Plan document. Plan Interpretation To the fullest extent permitted by law, the Plan Administrator has sole discretion to determine all matters relating to eligibility, coverage and benefits under the Plan. The Plan Administrator also has sole discretion in determining matters relating to the interpretation, administration, and operation of the Plan. Agent for Service of Legal Process The agent for service of legal process is the Plan Sponsor, the Plan Administrator, or the Trustee. Process may be served at the addresses specified above. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 44

48 Administrative Information Plan Amendment or Termination The Company reserves the right to amend the Plan at any time by action of its Board of Directors or, in certain circumstances, the Chief Executive Officer. The Company expects that it will be able to make its contributions to the Plan as described in this SPD. However, circumstances beyond its control may make it impossible or inadvisable for the Company to continue to make its contributions. Therefore, the Board of Directors or Chief Executive Officer each have the power to discontinue contributions, terminate, or partially terminate the Plan at any time. Circumstances which might cause the Company to amend or terminate the Plan include, but are not limited to, changes in laws mandating that the Plan be revised in certain respects; a determination by the Company that the Plan s provisions may no longer be suitable as a result of changes in the circumstances of the Company or of its employees; or changes in financial circumstances, such as significant costs of continuing the Plan or significant adverse changes in the Company s financial circumstances. If the Plan is terminated or partially terminated, all affected participants will automatically become 100% vested in all their account balances. Upon discontinuation or termination, any previously unallocated contributions and net income (or net loss) will be allocated to your accounts on the date of discontinuance or termination. The net income (or net loss) will continue to be allocated to your accounts until the balance of your accounts is distributed. Unless the Plan is amended otherwise, the trustee will pay the balance of your accounts to you as soon as possible following IRS approval, subject to the payment provisions described in the Distributions section. Plan termination insurance under Title IV of the Employee Retirement Income Security Act of 1974 ( ERISA ) does not apply to this Plan since your interests are maintained in individual accounts. Claims Procedures The Halliburton Company Benefits Committee (Committee) is the Plan Administrator and the Claims and Appeals Administrator for the Plan. The Committee has sole discretionary authority to: Administer and interpret the Plan based on its provisions and applicable law and make factual determinations about claims arising under the Plan; Determine whether a claimant is eligible for benefits; Determine the amount, form and timing of benefits; and Resolve any other matter under the Plan that is raised by a participant or a beneficiary, or that is identified by the Committee. The Committee also has sole discretionary authority to resolve an appeal of a denied claim. For more information, refer to the Filing An Appeal section. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 45

49 Administrative Information Filing a Claim You, your beneficiaries, or an authorized representative acting on your behalf have the right under the Employee Retirement Income Security Act of 1974, as amended (ERISA), and its subsequent amendments, to file a claim if you believe you are entitled to benefits and benefits have been denied or incorrectly determined under the Plan. Forms are available by contacting the Halliburton Benefits Center. To submit a claim, put your concern in writing, explaining in your words your understanding of your benefit issue and provide any supporting information to the Committee: Halliburton Company Benefits Committee Bellaire Boulevard Houston, Texas Once you have documented your claim and submitted any necessary forms to the Committee, along with any further information that you believe should be taken into account, the Committee has 90 days (except as described below) to make a decision on your claim after receiving it. If there are special circumstances requiring longer review, the Committee may take up to an additional 90 days to make a decision on your claim. You will be notified in writing prior to the end of the 90-day period if more time is needed. This notification will explain the special circumstances that make an extension necessary and indicate the date by which the Committee expects to make its decision. If Your Claim Is Denied If your claim is denied in whole or in part, a written notice of denial will be provided by the Committee, which will include: The specific reasons for the adverse benefit determination; Specific references to Plan provisions on which the adverse benefit determination is based; A description of any additional material or information needed to reconsider your claim and an explanation as to why such material or information is necessary; and A description of the Plan s claim review procedures and the time limits applicable to such procedures, including a statement of your right, following an appeal, to bring a proceeding under the Halliburton Dispute Resolution Program. Filing an Appeal You may file an appeal if you receive written denial of all or part of the claim, and want to appeal the denial. You may appeal by submitting in writing a letter requesting an appeal and stating your concerns and any related facts to the Committee: Halliburton Company Benefits Committee Bellaire Boulevard Houston, Texas Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 46

50 Administrative Information Your appeal letter must be received within 60 days after you receive the denial of your initial claim or you fail to timely receive notice of the Committee s decision. If you submit an appeal, you have the right to: Review pertinent Plan documents upon which the initial decision was based, which you can obtain as described in Your Rights Under ERISA; Send a written statement of the issues and any other documents in support of your claim to the Committee; and Reasonable access to, and copies of, all written comments, documents, records, and other information relevant to your claim for benefits. Review of Your Appeal The Committee, as the Appeals Administrator, will perform a full and fair review of the appeal of your denied claim and will make a decision after receiving your written request for review. Your appeal will be decided by different members of the Committee than the members who decided your initial claim. Your appeal will be decided within 60 days after being received by the Committee. However, if there are special circumstances that require additional time, the Committee may extend the review by an additional 60 days, for a total of 120 days from receiving your appeal. The Committee will notify you of the decision in writing. The notice of an adverse benefit determination upon a full and fair review of your appeal will: State the specific reasons for the adverse benefit determination; Provide the specific reference to pertinent Plan provisions on which the adverse benefit determination was based; State that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits and describe your right to bring a proceeding under the Halliburton Dispute Resolution Program; In the case of an appeal, the Committee s decision is final, conclusive and binding on all parties to the full extent permitted under the Plan and under applicable law. Binding Arbitration If you are not satisfied with the Committee s decision on your claim or appeal, you may ask (in writing) to have your claim submitted to binding arbitration in accordance with the Halliburton Dispute Resolution Program. Arbitration under the Halliburton Dispute Resolution Program is the sole and exclusive procedure for review of a decision of the Committee. In reviewing the Committee s decision, the arbitrator will use the standard of review that would be used by a federal court under ERISA. The arbitrator s decision will be final, and binding on both you and the Committee. The arbitration will be governed by the provisions of the Federal Arbitration Act. To be eligible for binding arbitration, there is a one-year limitation period which runs from the later of (i) the date of the adverse benefit determination regarding your initial claim of benefits, or (ii), if an appeal is requested, the date of the final determination regarding your appeal. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 47

51 Administrative Information Applicable Time Frames The Plan s procedures set the following limits on the amount of time you may take to make a claim, for the Plan Administrator to respond, and for you to appeal a decision: Action Plan Administrator s Notice of Initial Claim Application Decision Your Request to Appeal Plan Administrator s Decision Plan Administrator s Notice of Appeal Decision Deadline for Completion of Claims 90 days after receipt by the Plan of your claim (180 days if you receive a written notice from the Plan Administrator, within the initial 90-day period, indicating that additional time is needed to process your claim due to special circumstances) 60 days after your receipt of the denied claim 60 days after your appeal request (120 days if you receive a written notice from the Plan Administrator, within the initial 60-day period, that special circumstances require an extension) Dispute Resolution Program The Halliburton Dispute Resolution Program (DRP) requires that all disputes, including those concerning benefit plans or claims, be submitted to final and binding arbitration rather than to the courts if they cannot otherwise be resolved by agreement. The DRP office is located at: Dispute Resolution Program Administrator Halliburton Company Bellaire Blvd. Houston, Texas Your Rights Under ERISA The following statement is required by federal law and regulation to be included in the summary plan description. As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended ( ERISA ). ERISA provides that all Plan participants shall be entitled to: Receive Information about Your Plan and Benefits Examine, without charge, at the Plan Administrator s office and other specified locations, such as worksites and union halls, all documents governing the Plan, including collective bargaining agreements and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. Obtain copies of documents governing the operation of the Plan, including collective bargaining agreements, copies of the latest annual report (Form 5500 Series) and an updated summary plan description upon written request to the Plan Administrator. The Administrator may make a reasonable charge for the copies. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 48

52 Administrative Information Receive a summary of the Plan s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this Summary Annual Report. Obtain a statement telling you whether you have a right to receive a retirement benefit at normal retirement age (age 65) and, if so, what your retirement benefit would be at normal retirement age if you stop working under the Plan now. If you do not have a vested right to a benefit, the statement will tell you how many more years you have to work to get a vested right to a benefit. This statement must be requested in writing and is not required to be given more than once every 12 months. The Plan must provide the statement free of charge. Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a retirement benefit or exercising your rights under ERISA. Enforce Your Rights If your claim for a retirement benefit is denied in whole or in part, you have a right to know why this is done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan Administrator and do not receive them within 30 days, you may file a claim under Halliburton s Dispute Resolution Program. In such a case, the arbitrator may require the Plan Administrator to provide the materials and pay you up to $ a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file a claim under Halliburton s Dispute Resolution Program. In addition, if you disagree with the Plan s decision or lack thereof concerning the qualified status of a domestic relations order, you may file a claim under Halliburton s Dispute Resolution Program. If it should happen that Plan fiduciaries misuse the Plan s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file a claim under Halliburton s Dispute Resolution Program. The arbitrator will decide who should pay costs and legal fees. If you are successful, the arbitrator may order the person you have sued to pay these costs and fees. If you lose, the arbitrator may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Assistance with Your Questions If you have any questions about this Plan, you should contact the Plan Administrator. If you have questions about this statement or about your rights under ERISA, you should contact the nearest office of the Employee Benefits Security Administration (EBSA), U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 49

53 Administrative Information USERRA and FMLA Continuation of Participation for Employees in the Uniformed Services The Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA) guarantees certain rights to eligible employees who enter military service. Upon reinstatement, eligible employees may be entitled to the seniority, rights and benefits associated with the position held at the time employment was interrupted, plus additional seniority, rights and benefits that would have been attained if employment had not been interrupted. These rights include service credit under the Plan for the period of leave and the right to make up any contributions that would have been made to the Plan during the leave. These make-up contributions may be matched by the Company. If you think you may be eligible for these special rights under USERRA, please contact the Halliburton Benefits Center at If outside the U.S., call (toll-free using the AT&T access code) or (not a tollfree number). Continuation of Participation While on a Family and Medical Leave Under the federal Family and Medical Leave Act (FMLA), if you meet eligible service requirements, you are entitled to take up to 12 weeks of leave for certain family and medical situations. In general, your FMLA leave is treated like any other paid or unpaid leave under the Plan. If your FMLA leave is paid, your leave will be treated like other paid leaves; if your FMLA leave is unpaid, it will be treated like other unpaid leaves. Miscellaneous Information About the Plan This summary contains a description of the Plan in easy-to-understand terms. It is not a complete description of all Plan provisions. If there is ever a conflict between this summary plan description and the official Plan document, the Plan document will govern. The existence of the Plan does not give any employee the right to continued employment and will not interfere with the Company s right to discharge any employee. Contributions to the Plan Contributions to the Plan are made by the Company and by participating employees. The Plan is maintained and operated for the exclusive benefit of the participants and beneficiaries, if any. Other Employers A complete list of all employers that have adopted the Plan can be obtained upon written request to the Plan Administrator and is available for inspection at the office of the Plan Administrator. No Right of Employment Participation in the Plan does not give you the right to remain employed by the Company. Top Heavy Rules Federal law requires that certain minimum plan provisions, which apply to vesting, benefit accrual and maximum compensation considered for benefit purposes, must automatically go into effect if the Plan is determined to be a top heavy plan. A plan is top Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 50

54 Administrative Information heavy if more than 60% of accumulated benefits or account balances are payable to key employees as defined by law. The Plan is not currently top heavy and is not likely to become top heavy in the future. If it does become top heavy, you will be notified of any changes in Plan provisions that result. Situations Affecting Your Benefits Your benefits may be affected by the following situations: If you are unable to care for your own affairs, any benefit payments due can be paid to someone who is legally authorized to conduct your affairs. This may be a relative or court-appointed guardian. If you or your spouse can t be located at the time your benefits are required to commence under the Plan, benefits will begin the month that follows the month that you or your spouse files a valid application for benefits with the Plan Administrator. In addition to the Employee Retirement Income Security Act of 1974, the Plan must be operated in a manner that complies with the tax laws and rules of the Internal Revenue Code of 1986, as amended. As laws and regulations change, the terms of the Plan may change. If any provisions of changes materially affect your retirement benefits, you will be notified. The Company makes every effort to ensure that benefit payments from the Plan are correct. However, if any errors are made, the Company reserves the right to correct them. For More Information If you need additional information, access the Your Benefits Resources Web site at or call the Halliburton Benefits Center toll-free at If outside the U.S., call (toll-free using the AT&T access code) or (not a toll-free number). Halliburton Benefits Center representatives are available Monday through Friday between 8:30 a.m. and 5 p.m. Central Standard Time. The automated telephone system is available Monday through Saturday, 24 hours a day, and Sunday after 12 p.m. Central Standard Time. Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 51

55 Terms to Know Halliburton Retirement & Savings Plan Summary Plan Description (SPD) 52