Cause No, 2009-29987 POLICEMEN AND FIREMEN § RETIREMENTSYSTEM OF THE CITY OF § DETROIT, et al, § : § INTHE pisTRICT CouRT OF ¥. § § CORNELISON eta, § HARRIS COUNTY, TEXAS § Defendants, & § 16st JUDICIAL DisrRICT and § § HALLIBURTON COMPANY, Delaware § ‘Corporation, § 8 Nominal Defendant, § STIPULATION OF SETTLEMENT ITIS HEREBY STIPULATED AND AGREED, by, between and among shareholders Detnit Policemen and Firemen Retiement Syste, Cental Laborers" Pension Fund (bah of which are petitioners in consolidated sharchoWer derivative action filed on behalf of Halliburton Company, shareholder Traci Warner (who has submited a shareholder litigation demand leter to the Board of Directs of Halliburton Company), DavidJ. Lesa, Jay A. Precour, J. Landis Marin, Debra L. Reed, S. Mall Gillis, Alen M. Bennet, James R. Boyd, Milton Carell, James T. Hacket, Lord Clitheroe, Robert L. Crandall, Kenneth T Derr, William R. Howell, Aylwin B. Lewis C.J. Silas, RicharéJ.Stegemeler, Delano E, Lewis, Charles J. DiBona, William E. Bradford, Ray L. Hunt, Albert 0. Comelison, J, C. Christopher Gautand Andrew RLane all of whom are defendants iburton Company (the ‘nominal defendant in the derivative action and the recipient ofthe shareholder demand submitted by Warner), through their respective duly authorized counsel, that all matters and claims, known and unknown, that were or could have been asserted in the derivative action and inthe shareholder demand letter are, subject to Court approval, setled, ‘compromised, satisfied, dismissed and/or withdrawn with prejudice onthe terms and conditions ofthis Agreement and tke Release contained in this Agreement. 1 DEFINITIONS A, As used in this Agresment, the following capitalized terms have the following meanings, unless a Secticn or Subsection ofthis Agreement provides otherwise: 1. “Action” means the consolidated shareholder derivative lawsuit styled Policemen and Firemen Retirement System of te City of Dero, etal.» ‘Cornelison, et al, Cause No. 2009-299987 (Harris Cnty Dist Ct, 165th Jud. Dist, Tex.) Including, without limitation, all lawsuits that have consolidated into the Action as ofthe Final Settlement Date 2. “Affiliate” or “Affiliated” means such persons or entities a defined in 17 CER. Part 210.1-02(), 3. “Agreement” means this Stipulation of Settlement and its Exhibits attached hereto, including any subsequent writen amendments tothe Stipulation of | Settlement and/or tits Exhibits4. “Approval Date” means the date on which the Court enters the (Order Approving Settlement and Judgment. 5. “Attomeys’ Fees and Expenses Award” means he fees and expenses awarded by the Court to Petitioners’ Counsel and Demand Counsel (and any ‘ther counsel representing Petitioners and/or the Demanding Sharcheldcr) as provided for in Section IV ofthis Agreement. 6. “Award Payment Date” means the date by whick Halliburton shall satisfy the Atorneys’ Fees and Expenses Award, which date shall be ro later than ten (10) Business Days following the Courts entry ofthe Attorneys’ Feesand Expenses ‘Award either as part ofthe Order Approving Settlement and Judgment or through such other order as the Court may issue following the entry ofthe Order Approving Settlement and Judgment 1. means a day other than a Saturcay, Sunday of Legal Holiday. 8 “Board” means the Board of Directors of Halliburton. 9. “Claim means any and all actions, causes of acon, proceed adjustments, executions, offsets, contracts, judgment, obligations, suis, debs, dues, ‘sums of money, accounts, reckonings, bonds bills, specialties, variances, covenants, ‘trespass, damages, demands (whether written or oral), agreements, promises, liabilities, ‘controversies, costs, expenses, attomeys’ fes and losses of any sort whatsoever, whether in law, in admiralty oF inequity, and whether based on any federal, swe or foreign statutory or common-law righ of action or otherwise, foreseen or unforeseen, matured oFunmatured, known or Unknown Claims, acerued or nat accrued, exiting now orto be created in the Future, including without limitation claims for breach of fiduciary duty Gelling the dues of ear, loyalty and oversight), corporate was, lure o pursue lsims, conorate mismanagement, unjust enrichment, corporate abuse of contol and indemnification, 10, “Company” means Hatiouton and each anda f(s parents, predecessors, sucessrs, (its eurent and forme Affiliates, divisions, business units, joint ventures (ogardess of percentage of interest), subsidiaries, assigns and (ial other entities in which Halliburton has or hada Controlling Interest or that has or had a Controlling Interest in Halliburton; provided that “Company” shall include, without tation, Brows & Root, Kellogg Brown & Root, Dresser Industies and The M.W. Kellogg Co; provided further hat “Company” sal not include KBR, Ie. 11, “Commitee Couns” means the law firm of Proskauer Rose LLP. 12. “Company Counsel” means the law frm of Weil, Gotshal & Manges LLP, 13. “Complete Bar Order” means tat portion ofthe Order Approving Setlement and Judgment, the text of which shal be substantially inthe formas se ut in paragraph 14 of Exhibit D, which the Seting Parties shall sk the Court to enter and ‘whichis an essential erm of this Agreement 14 “Confirmetory Discovery Period” moans th period of fry five (4) day following the Execution Date during which Petitioners an the Demanding ‘Shareholder may conduct confirmatory discovery.15. “Controlling Interest” means an interes in an entity where such Interests sufficient a allow the interest holder directly or indirectly to contol the direction ofthe management and policies ofthe entity, whether through ownership of ‘voting shares, by contrat, or otherwise 16, “Corporate Governance and Intemal Contol Revisions” means the corporate govemanse and contol revisions set out in Exhibit A 17, “Court” means the Distt Court for the 165th Judicial Distrit in Harris County, Tens 18, “Demand Counsel” means the lw firm of Robbins Uneds LLP. 19, “Demanding Sharcholder” means Traci Warner 20. “Execution Date” means the date by which this Agreerent has been executed by all Setting Parties 21, “Faimess Hearing” means the hearing ator alter which the Court shall make a decision (D whether to spprove this Agreement as fie, reasonable and ‘adequate and inthe est intrest ofthe Company and its shareholders and (i) whether to ‘rant Petitioners’ Counse's and Demand Counsel's application for an Attorneys" Fees sind Fxpenees Awa 22, “Fina” means, when used in connection with any Cour judgment or order, th the judgment or order shall be Final: 4, if no appeals taken, on the date on which the time to appeal from the judgment or order (including any potential extension of time) has expired of. ifany appeal istken fom the order and judgment, the dte ‘on which ll appeals thereftom —inluding any petitions fr rehearing en bane, petitions {or certiorart or any other form of review and any related appeals or peitions including 2510 any appeal bond —heve been finally disposed of, such that the time to appeal thereftom (including any potential extensions of time) has expired, ina manner resulting in an ffirmance ofthe relevant judgment or order. 25, “Final Setlement Date” means the date on which the Order Approving Settlement and Judgment in his Acton becomes Final 24, “CPA means the Foreign Comupt Practices Act. 28, “Halliburton” means Halliburton Company. 26. “Individual Defendants” means Davi J Lesa, Jay A Presour, J. Landis Matin, Debra L. Reed, S. Malco Gils, Alan M. Bennet, James R. Boyd, Milton Carll James T. Hacket, Lord Clitheroe, Robert L. Crandall, Kenneth T. Derr Wiliam R. Howell, Aylwin B. Lewis, C4 Silas, Richard J tegemier, Delano E. Lewis, Chaves J DiBona, Wiliam B. Bradford, Ray L. Hunt, Albert. Comelison, Jt . Christopher Gat and Andrew R, Lane 27. “Individual Defendants’ Counsel” means the law firms of Godwin Ronquillo PC, King & Spelding LLP, Heynes and Boone, LLP and Gerger & Clake. 28. “Legal Holiday” means New Year's Day, the observance ofthe Birthday of Martin Luther King, Je, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day and sny ‘ther day designated asa federal of Texas state holiday.