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(3 1tNi\L UNITED STATES DISTRI • COURTFILED

NORTHERN DISTRICT 0 TEXAS-DALLAS DIVISIO -f418 I 2 3384

RICHARD MOORE, et al. •• •;.4 CLERK,

Plaintiff, •• Deputy

V• Civi • • • o.: • -THIS DOCUMENT RELATES 006-C V 1 5a-- Ei

HALLIBURTON COMPANY, et al. • TO ALL ACTIONS•

Defendants. •

JACK FRIEDBERG, derivatively, and on behalfof Nominal Defendant •

•

HALLIBURTON COMPANY •• Civil Action No. 3:03 CV 0537-L

Plaintiffs,•

V.•

DAVID J. LESAR, ROBERT L. CRANDALL,KENNETH T. DERR, CHARLES J. DiBONA, •LAWRENCE S. EAGLEBURGER, WILLIAM •R. HOWELL, RAY L. HUNT, JAY A. •PRECOURT, AYLWIN B. LEWIS, JAY •LANDIS MARTIN, DEBORAH L. REED, •

•

Defendants, •

and ••

HALLIBURTON COMPANY ••

Nominal Defendant. •

NOTICE OF PENDENCY OF CLASS ACTION, DERIVATIVE ACTION HEARING ON PROPOSED SETTLEMENTAND ATTORNEYS' FEE PETITION AND RIGHT TO SHARE IN SETTLEMENT FUND

TO: (a) ALL PERSONS AND ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED THE COMMON STOCK OFHALLIBURTON COMPANY ("HALLIBURTON" OR "COMPANY") ON THE OPEN MARKET DURING THE PERIOD FROMMAY 18, 1998 THROUGH AND INCLUDING MAY 28, 2002 ("CLASS PERIOD"). ALL SUCH PERSONS AND ENTITIES AREALLEGED IN THE SECURITIES ACTION (DEFINED BELOW) TO HAVE BEEN DAMAGED THEREBY AND ARE HEREAFTERCOLLECTIVELY REFERRED TO AS THE "CLASS" OR "CLASS MEMBERS."

EXCLUDED FROM THE CLASS ARE THE DEFENDANTS IN THE TWO ACTIONS REFERRED TO ABOVE, ALL FORMER ANDCURRENT DIRECTORS AND OFFICERS OF HALLIBURTON, AND THEIR RESPECTIVE IMMEDIATE FAMILIES(PARENTS, SPOUSES, CHILDREN AND SIBLINGS), HEIRS, BENEFICIARIES AND LEGAL REPRESENTATIVES).

AND(b) ALL CURRENT SHAREHOLDERS OF HALLIBURTON COMMON STOCK.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY PROCEEDINGS IN THE TWOACTIONS REFERENCED ABOVE: MOORE V. HALLIBURTON ET AL. ("SECURITIES ACTION") AND FRIEDBERG V. LESAR ET AL.("DERIVATIVE ACTION"). IF YOU ARE A CLASS MEMBER IN THE SECURITIES ACTION, YOU ULTIMATELY MAY BE ENTITLED TORECEIVE BENEFITS PURSUANT TO THE PROPOSED SETTLEMENT DESCRIBED HEREIN.

CLAIMS DEADLINE: CLAIMANTS MUST SUBMIT PROOFS OF CLAIM, ON THE FORM ACCOMPANYING THIS NOTICE, POSTMARKEDON OR BEFORE SEPTEMBER 27, 2004.

EXCLUSION DEADLINE: REQUESTS FOR EXCLUSION FROM THE SETTLEMENT OF THE SECURITIES ACTION MUST BE SUBMITTEDPOSTMARKED ON OR BEFORE AUGUST 18, 2004.

SECURITIES BROKERS AND OTHER NOMINEES: PLEASE SEE INSTRUCTIONS ON PAGE 12 HEREIN.

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SUMMARY OF SETTLEMENT AND RELATED MATTERS

Purpose Of This Notice

1. This Notice is given pUrsuant to Rule 3 of the Federal Rules of Civil Procedure and an Order of the Court datedJune 7, 2004. The purpose of this Notice is to ii form you t at the Securities and Derivative Actions, and the proposed Securities Action andDerivative Action Settlements, will 'affect atl-Ctais Members' rights and the rights of all current shareholders of Halliburton common stock.(All capitalized terms'not o1hrc,vise eefirtief-11/41;thiiis e ar4 used herein with the same meanings they have been given in the Stipulation andAgreement of Settlement :executed. by the Settlimfarties tO the Securities Action for members of the Securities Class, and are used with thesame meanings they have been given in the 'Stipulation an Agreement of Settlement executed by the Settling Parties in the Derivative Actionfor current shareholders.) Notice-describee-rights-you may have under the proposed Securities Settlement and/or Derivative ActionSettlement and what steps you may take in relation to the Securities and/or Derivative Action. This Notice is not an expression of any opinionby the Court as to the merits of any claims or any defenses asserted by any party in the Securities or Derivative Actions, or the fairness oradequacy of the proposed Settlements of those Actions.

Statement Of Plaintiff Recovery

2. The Securities Class Action Settlement Class: Pursuant to the Securities Action Settlement described herein, a SettlementFund consisting of $6,000,000 in cash, plus the interest which has been accruing since July 1, 2003, has been established. The interests of theClass Members have been represented in the Securities Action by Richard Schiffrin, Esq. of the law firm of Schiffrin & Barroway, LLP,designated by the Court as Lead Plaintiffs' Counsel. Lead Plaintiffs' Counsel estimates that there were approximately 485,276,561 shares ofHalliburton common stock traded during the Class Period, the purchasers of which may have been damaged as a result of the allegedwrongdoing described at n 24-29 below. Lead Plaintiffs' Counsel estimates that the average recovery per damaged share of Halliburtoncommon stock under the Securities Settlement is $.012 per damaged share before deduction of Court-awarded attorneys' fees and expenses.Depending on the number of damaged shares for which claims are submitted, when during the Class Period a Class Member purchased his,her or its shares of Halliburton common stock, and whether those shares were held at the end of the Class Period or sold during the ClassPeriod, and if sold, when they were sold, an individual Class Member may receive more or less than this average amount.

3. Under the relevant securities laws, a claimant's recoverable damages are limited to the losses attributable to the allegedsecurities law violations. For purposes of the Securities Settlement herein, a Class Member's distribution from the Net Settlement Fund will begoverned by the proposed Plan of Allocation described below at 111145-46, or such other Plan of Allocation as may be approved by the Court.

4. Shareholder Derivative Claims: The Derivative Action has been brought by a current Halliburton shareholder on behalf ofthe Company and against a number of current and former Halliburton officers and directors (collectively the "Derivative Defendants"). No ClassMember or current shareholder of Halliburton will receive any direct compensation from the Derivative Settlement of the shareholder derivativeclaims asserted on behalf of Halliburton in the Derivative Action. Other benefits in the form of corporate governance measures adopted by theHalliburton Board of Directors have been obtained for the settlement of the derivative claims, as described more fully below.

Statement Of Potential Outcome Of Case

5. The parties in both the Securities Action and the Derivative Action disagree on both liability and damages. In the case ofthe Securities Action, the Settling Lead Plaintiffs (as defined below) and the defendants (Halliburton and four of its current or former officers,hereafter collectively the "Settling Securities Defendants"), disagree, among other things, on: (a) whether, during the proposed Class Periodand as alleged by the Lead Plaintiffs in the Securities Action, the Settling Securities Defendants knowingly or recklessly failed to make requiredor adequate disclosures on a timely basis regarding a change adopted by Halliburton in 1998 in its method of accounting for unapproved claimsfor cost overruns on large, fixed-price, primarily overseas, design, procurement and construction contracts; (b) whether the foregoing change inaccounting method was appropriate under Generally Accepted Accounting Principles ("GAAP") and whether it was applied in the mannerrequired by such accounting principles, or whether the Settling Securities Defendants knowingly or recklessly failed to properly apply thesubject method of accounting for unapproved claim revenue and, therefore, materially overstated revenues relating to unapproved claims forcost overruns during all or any portion of the Class Period (the allegations in the Complaint regarding the matters described in subparagraphs(a) and (b) are hereafter collectively referred to as the "Contract Accounting Claims"); (c) whether the Settling Securities Defendants knowinglyor recklessly failed to accurately disclose the extent of the potential, unreserved and uninsured asbestos liability exposure of Dresser Industries,Inc. ("Dresser") at and after the time of Halliburton's 1998 merger with Dresser; (d) whether the Settling Securities Defendants knowingly orrecklessly made materially false and misleading representations, or failed to disclose material facts, regarding various other issues related tothe Dresser merger, including the reasons for and effects of the sale of certain Dresser assets following the merger, the establishment and/orwritedowns of certain reserve accounts relating to the merger, the method of accounting for the merger and Halliburton's ability to integrateDresser's operations with its own (the allegations in the Complaint regarding the matters referred to in subparagraphs (c) and (d) are hereaftercollectively referred to as the "Dresser Claims"); (e) the average amount of damages per share, if any, that would be recoverable if the SettlingLead Plaintiffs were to have prevailed on each claim alleged; (f) the appropriate economic model for determining the amount by whichHalliburton common stock was allegedly artificially inflated (if at all) during the Class Period as a consequence of the conduct of the SettlingSecurities Defendants as alleged in the Complaint; (g) the effect that various market forces, unrelated to any alleged unlawful actions, inactions,representations, statements or omissions of the Settling Securities Defendants had on the trading price of Halliburton common stock at varioustimes during the Class Period; (h) the extent to which the various matters that Lead Plaintiffs alleged were materially false or misleadinginfluenced (if at all) the trading price of Halliburton common stock at various times during the proposed Class Period; (i) the extent to which thevarious allegedly adverse material facts that Lead Plaintiffs alleged the Settling Securities Defendants omitted influenced (if at all) the tradingprice of Halliburton common stock at various times during the Class Period; (j) whether all or some of the Class Members' claims are barred bythe applicable statute of limitations; and (k) whether the statements allegedly made or facts allegedly omitted from statements made by theSettling Securities Defendants were relied upon by the Class Members, were material or were otherwise actionable under the federal securitieslaws.

6. In the case of the Derivative Action, the parties disagree, among other things, on: (a) whether the claims in the DerivativeAction are in fact securities fraud claims that are encompassed by the Securities Action; (b) whether the Derivative Action should be dismissed

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because the plaintiff failed to make the required demand upon the Company's current board of directors that they pursue plaintiffs claims onbehalf of Halliburton if in their determination it is in the best interests of the Company to do so; (c) whether any one or more of the DerivativeDefendants in fact committed the acts or omissions, or committed them in the manner, alleged by plaintiff; (d) whether, with respect to the actsand omissions alleged by plaintiff, any one or more of the Derivative Defendants failed to act with due deliberation and due diligence and in thehonest, good faith and reasonable belief that their acts and/or omissions were in the best interests of Halliburton and its shareholders;(e) whether Halliburton suffered any injury due to any act or omission of any or all of the Derivative Defendants as alleged by the plaintiff;(f) whether any or all the claims in the Derivative Action are barred by the applicable statute of limitations; (g) the appropriate methodology fordetermining the amount of any injury allegedly suffered by Halliburton as a consequence of any of the acts or omissions alleged by plaintiff; and(h) whether the Derivative Defendants have other valid defenses to plaintiffs claims.

7. The Settling Lead Plaintiffs and Lead Plaintiffs' Counsel considered that there was a substantial risk that the Settling LeadPlaintiffs and the other Class Members might not prevail on all or any of their claims on the merits and that there were risks that: (a) one ormore of their claims may be time-barred by the applicable statute of limitations; (b) there was no material decline in the price of Halliburtoncommon stock on or immediately after the date(s) on which Halliburton disclosed certain of the information that the Settling Lead Plaintiffs havealleged should have been disclosed earlier, and/or to the extent there was such a decline, it could be attributed, in whole or in part, to otherfactors unrelated to any alleged misconduct by the Settling Securities Defendants. Therefore, the Class Members (the individuals and Entitieswho purchased or otherwise acquired Halliburton common stock during the Class Period and were allegedly damaged by the alleged acts andomissions of the Settling Securities Defendants) could have recovered nothing or substantially less than the amount of the Settlement.Similarly, plaintiff and his counsel in the Derivative Action considered that there was a substantial risk that plaintiff might not prevail on all or anyof his claims on the merits and that there were risks that all or substantially all of those claims could be barred by his failure to make priordemand on the Company's current board of directors and/or by the applicable statute of limitations, in which case Halliburton would recovernothing or substantially less than the amount of the Settlement.

8. The Settling Securities Defendants deny that they are liable to the Lead Plaintiffs or the other Class Members and deny thatthe Lead Plaintiffs or the other Class Members have suffered any damages. The Derivative Defendants deny that they are liable to Halliburtonor its current shareholders and deny that Halliburton, the plaintiff in the Derivative Action or any other current shareholders of the Companyhave suffered any damages due to any unlawful conduct of any or all of the Derivative Defendants. Lead Plaintiffs' Counsel, the Settling LeadPlaintiffs and their respective individual counsel, plaintiff in the Derivative Action and counsel for the plaintiff in the Derivative Action("Derivative Plaintiffs Counsel") submit that in light of all the foregoing, the recovery set forth herein for the Class Members and the terms of thesettlement of the Derivative Action, are fair, reasonable and adequate and should be approved by the Court.

IV. Circumstances Arising During The Settlement Negotiation

9. Under the terms of Pretrial Order No. 1 issued by the Court in the Securities Action, Schiffrin & Barroway was appointedLead Plaintiffs' Counsel and given express authority by the Court to conduct settlement negotiations with the Settling Securities Defendants,who were permitted by Pretrial Order No. 1 to conduct such negotiations solely with Lead Plaintiffs' Counsel as the party authorized torepresent the interests of all the Lead Plaintiffs. (Lead Plaintiffs' Counsel represents in an individual capacity only one of the four Lead Plaintiffsappointed by the Court in Pretrial Order No. 1. Each of the other three Lead Plaintiffs is represented by other law firms, all of which areinvolved in the Securities Action. All four Lead Plaintiffs are collectively referred to herein as "Lead Plaintiffs.")

10. As noted above, a Memorandum of Understanding ("MOU") for the Settlement of the Securities and Derivative Actions wassigned on May 29, 2003. This MOU was signed on behalf of the Settling Parties by counsel for the Settling Securities Defendants, counsel forthe Settling Derivative Defendants, Derivative Plaintiff's Counsel, Lead Plaintiffs' Counsel and counsel for two of the other three Lead Plaintiffsin the Securities Action. One of the four Lead Plaintiffs, the Archdiocese of Milwaukee Supporting Fund, Inc. ("AMSF"), which is represented bythe law firm of Scott & Scott, (AMSF and Scott & Scott are collectively referred to herein as AMSF) decided not to sign the MOU based on itsbelief, upon the advice of counsel, that the settlement is not fair and adequate.

11. Subsequent to the execution of the MOU, AMSF filed a motion with the Court to have Lead Plaintiffs' Counsel removed fromthat position on the grounds that Lead Plaintiffs' Counsel had not kept them adequately informed of the settlement negotiations, and requestedthat the Court appoint Scott & Scott lead counsel in their stead. AMSF further argued in support of their motion that the proposed settlement ofthe Securities Action as summarized below is allegedly not fair, is inadequate and not in the best interests of the Class Members because theLead Plaintiffs' Counsel allegedly did not properly value the Settled Claims. The Court denied AMSF's motion after a hearing, but did sowithout prejudice to renewal of the motion at the Final Fairness Hearing for the Settlement of the Securities Action. The Court noted thatAMSF's arguments went primarily to the issue of the fairness of the Securities Action Settlement, and that the Court would not have a sufficientunderstanding regarding the claims at issue and the settlement terms to properly evaluate the merits until the matter was formally put before itat a fairness hearing held for that purpose.

12. Soon after AMSF refused to sign the MOU, in August 2003, and two months after Lead Plaintiffs' Counsel filed their motionto file the Second Amended Consolidated Complaint (referred to in this Notice as the "Complaint") in the Securities Action, Scott & Scott filed apurported class action federal securities action against the Settling Securities Defendants in the United States Court for the Northern District ofTexas, captioned Kimble v. Halliburton et al.v. Halliburton et al., 3:03-CV-1 965-N (the "Kimble Action"). The Kimble complaint also sets forth theContract Accounting Claims and the Asbestos Claims. The Kimble Action has been consolidated with, and is now part of, the Securities Action.

V. Statement Of Attorneys' Fees And Costs Sought

13. In the Securities Action: Lead Plaintiffs' Counsel intends to apply for fees of up to one-third (33-1/3%) of the GrossSettlement Fund, and for reimbursement of expenses incurred in connection with the prosecution of the Securities Action not to exceed$200,000. The requested fees and expenses would amount to an average of $.004 per—share-estimated-to-be-damaged in total for tees andexpenses.

14. In the Derivative Action: The Derivative Plaintiff's Counsel intends to apply for an award of $ 100,000. Any fees awarded toDerivative Plaintiffs Counsel will be expended from the Gross Settlement Fund.

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15. Counsel for the Settling Lead Plaintiffs in the Securities Action, and Derivative Plaintiff's Counsel in the Derivative Action,have expended considerable time and effort in the prosecution of the Securities and Derivative Actions, respectively, on a contingent fee basis,and have advanced the expenses of the litigation, in the expectation that if they were successful in obtaining a recovery for the Class Membersthey would be paid from such recovery. In this type of litigation it is customary for counsel representing the Class to be awarded a percentageof the common fund recovery as their attorneys' fees.

VI. Further Information

16. Further information regarding the Securities and Derivative Actions and this Notice may be obtained by contacting thefollowing Plaintiffs' Counsel:

(a) Securities Action Class Members: Richard Schiffrin, Esq., Marc I. Willner, Schiffrin & Barroway, LLP, Three BalaPlaza East, Suite 400, Bala Cynwyd, Pennsylvania, 19004, Telephone (610) 667-7706.

(b) Current Shareholders in Connection with the Derivative Action: Brian Felgoise, Law Offices of Brian Felgoise,P.C., 261 Old York Rd., The Pavillion — Suite 423, Jenkintown, PA, 19046, (215) 886-1900.

VII. Reasons For The Settlements

17. The principal reason for the Securities Action Settlement and for the Derivative Action Settlement is the benefit to beprovided now to the Class and to Halliburton's current shareholders of common stock. These benefits must be compared to the risk that norecovery or a substantially smaller recovery might be achieved following continued litigation, including the filing and determination of motions todismiss the Securities and Derivative Actions, or after the filing and determination of summary judgment, or after a contested trial and likelyappeals, possibly years into the future.

[END OF COVER PAGE]

NOTICE OF SETTLEMENT FAIRNESS HEARING

18. NOTICE IS HEREBY GIVEN, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United StatesDistrict Court for the Northern District of Texas (the "Court") dated June 7, 2004, that a hearing will be held before theHonorable David Godbey, United States District Judge, in the United States Courthouse, 1100 Commerce, 1452 Floor, Dallas, TX 75242, at2:00 p.m., on August 26, 2004 (the "Settlement Fairness Hearing") to determine whether the proposed settlements of the above-captionedSecurities Action and the Derivative Action (the "Actions") as set forth in the Stipulation for the Securities Action dated May 10, 2004, and theStipulation for the Derivative Action dated May 14, 2004 (collectively the "Stipulations"), are in each case fair, reasonable and adequate, and toconsider the proposed Plan of Allocation for the Securities Action Settlement proceeds and the application of Plaintiffs' Counsel in both Actionsfor attorneys' fees and reimbursement of expenses.

19. The Court, by Preliminary Approval Order In Connection With Settlement Proceedings, dated June 7, 2004, has preliminarilycertified a plaintiff Class, for purposes of the Securities Action Settlement only, consisting of: "All persons or Entities who purchased orotherwise acquired the common stock of Halliburton on the open market during the period from May 18, 1998 through and includingMay 28, 2002, and were allegedly damaged thereby." Excluded from the Class are the Settling Securities and the Settling DerivativeDefendants, including members of their immediate families; the officers and directors of Halliburton, and their immediate families; anycorporation, firm, partnership, trust or other person affiliated with any of the Settling Securities and/or Settling Derivative Defendants, and theheirs, beneficiaries and Legal Representatives of any excluded party. Also excluded from the Class are any putative Class Members whosubmit a valid and timely request for exclusion in accordance with the requirements set forth in the Notice.

BACKGROUND OF THE LITIGATION

VIII. The Securities Action

20. Throughout the Class Period, Halliburton was engaged in the business of providing a variety of services, products,maintenance, engineering, and construction services to energy, industrial and governmental customers. Both prior to and after Halliburton'sSeptember 1998 acquisition by merger of Dresser, Halliburton had two business segments: (1) the Energy Services Group, which providedservices and products for the exploration, development and production of oil and gas and, in addition, what Halliburton calls "integratedsolutions" to energy companies, ranging from the initial evaluation of producing formations to drilling, production, and well maintenance; and(2) the Engineering and Construction Group (known as Kellogg, Brown & Root following the Dresser Merger), which provided a wide range ofengineering and construction services to energy, industrial and governmental customers. This segment conducts its business in over 100countries worldwide.

21. Beginning on or about June 3, 2002, complaints in nineteen (19) purported class actions were filed in the United StatesDistrict Court for the Northern District of Texas, the Southern District of Texas, and the District of Illinois, cumulatively, against Halliburton andcertain of its current and former officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of1934, 15 U.S.C. §§ 78 et seq., and Rule 10b-5 promulgated thereunder, on behalf of a class of all persons or Entities who purchased thecommon stock of Halliburton during the period July 22, 1999, through May 28, 2002, inclusive.

22. By an Order dated August 12, 2002, the Honorable Samuel A. Lindsey consolidated eleven of the securities class actionsthat had been filed in the District Court for the Northern District of Texas, Dallas Division. At the same time, the consolidated cases weretransferred to the Honorable David Godbey. Subsequently, by "Pretrial Order No. 1", the Court consolidated the remainder of the initially-filednineteen actions under the caption Moore et al. V. Halliburton etal. as set forth on the cover page of this Notice.

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23. On April 11, 2003, pursuant to the terms of Pretrial Order No. 1, Lead Plaintiffs' Counsel filed the Consolidated AmendedClass Action Complaint, generally alleging violations, based on the Contract Claims, of Sections 10(b) and 20(a) of the Securities andExchange Act of 1934, 15 U.S.C. §§ 78 et seq., and Rule 10b-5 promulgated thereunder, on behalf of a class of public investors whopurchased the common stock of Halliburton on the open market during the period May 18, 1998 through May 28, 2002, inclusive, at allegedlyartificially-inflated prices and were allegedly damaged thereby. Effective on May 29, 2003, following lengthy settlement negotiations betweenand among Lead Plaintiffs' Counsel, Derivative Plaintiff's Counsel, counsel for the Settling Securities Defendants, counsel for the DerivativeDefendants and counsel for Halliburton's insurers, a written Memorandum of Understanding ("MOU") setting forth the principle terms of theSettlements of the Securities and Derivative Actions was executed by the Lead Plaintiffs' Counsel, the counsel for two of the other Settling LeadPlaintiffs, counsel for the plaintiff in the Derivative Action, counsel for the Settling Securities Defendants and counsel for the Settling DerivativeDefendants.

24. Subsequently, on June 16, 2003, Lead Plaintiffs' Counsel filed a motion asking the Court for leave to file a SecondConsolidated Amended Class Action Complaint (the "Complaint"). The Complaint generally alleges violations of Sections 10(b) and 20(a) ofthe Securities and Exchange Act of 1934, 15 U.S.C. §§ 78 et seq., and Rule 10b-5 promulgated thereunder, on behalf of all persons whopurchased or otherwise acquired the common stock of Halliburton on the open market during the period May 18, 1998, through May 28, 2002,inclusive, at allegedly artificially-inflated prices and were allegedly damaged thereby. The Court issued an order on January 28, 2004, grantingthe Lead Plaintiffs' Counsel's motion for leave to file the Complaint. This Complaint generally alleges, in addition to the Contract AccountingClaims, the Dresser Claims, including, among other things, that the Settling Securities Defendants violated Sections 10(b) and 20(a) of theSecurities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, by misrepresenting and/or failing to disclose in any of theCompany's periodic financial statements as filed with the Securities and Exchange Commission ("SEC") and other Public Statements by theSettling Securities Defendants, during the Class Period: (i) that in connection with Halliburton's 1998 acquisition of Dresser Industries, Inc. theCompany acquired substantial, unreserved and/or underinsured liability exposure from pending and likely future third party suits seekingrecovery for injuries sustained from exposure to asbestos and asbestos products, which led to the material understatement of unreserved orunderinsured liabilities for asbestos related claims; (ii) the true magnitude, following the Dresser merger, of the amount of Halliburton'sunreserved and/or uninsured exposure to potential asbestos liabilities, both its own and those acquired in connection with the Dresser merger;and (iii) that following the merger and throughout the Class Period, the Settling Securities Defendants materially overstated the Company'sreported assets by failing to properly write down the value of Dresser assets acquired in the merger. The Complaint alleges that as aconsequence of their acts and omissions in connection with the Contract Accounting Claims and the Dresser Claims, the Settling SecuritiesDefendants violated Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. TheComplaint alleges further that two of the Individual Defendants, Messrs. Lesar and Morris, allegedly engaged in insider trading when they eachsold a portion of their personally held Halliburton common stock in 2000 at allegedly artificially inflated values for total proceeds of over$1.1 million.

25. More specifically, the Complaint alleges that on or about February 26, 1998, Halliburton and Dresser Industries entered intoa merger agreement, pursuant to which Halliburton issued 175 million new shares of Halliburton's common stock and Dresser's shareholdersreceived one newly issued share for each common Dresser share. The transaction, which became effective in September 1998, was valued at$7.7 billion, and the combined company continued to be called Halliburton.

26. Lead Plaintiffs allege that the Settling Securities Defendants materially misled the investing public by publicly issuingpurportedly false and misleading statements of material fact regarding the Dresser merger and by allegedly concealing and/or failing to disclosematerial facts necessary to correct such statements, including, among other things, that: 1) Halliburton learned of Dresser's potential asbestosliabilities in May 1998, one month before the scheduled shareholders meeting for approval of the merger, scheduled for June 25, 1998 andinstead of disclosing these potential liabilities to the shareholders, concealed the potential liabilities and continued to issue positive press to thepublic; 2) Halliburton failed to disclose any information regarding these potential asbestos liabilities until it filed its 1998 Form 10-K filed with theSEC on March 23, 1999 ("1998 10-K"), nearly a year after the merger was approved by Halliburton and Dresser shareholders; 3) in its allegedlyinadequate 1998 Form 10-K disclosure, Halliburton stated that the asbestos claims pending against Dresser at the end of 1998 would"be resolved without material effect on Halliburton's financial position or results of operations."

27. Plaintiffs allege further that finally, on June 28, 2001, Halliburton disclosed for the first time that, as a result of the Dressermerger, it would be facing substantial asbestos liabilities. It specifically disclosed that as of June 30, 2001, the Company would require anadditional reserve to cover the asbestos claims inherited from Dresser, net of insurance recoveries, of approximately $50 to $60 million,after-tax. Following the June 28, 2001 disclosure, the price of the Company's stock closed at $35.60 on June 29, 2001, down $3.05 per share,or 8%, from its closing price of $38.65 per share on June 27. In addition, the Lead Plaintiffs allege in the Complaint that the Settling SecuritiesDefendants overstated revenue following the Dresser merger by failing to properly write down the value of Dresser assets.

28. Plaintiffs allege further in connection with the Contract Accounting Claims that the Settling Securities Defendants materiallymisled the investing public by concealing and/or failing to disclose during the Class Period that in the fourth quarter of 1998, to mask decliningrevenue, Halliburton changed its long-standing accounting policy of recognizing as losses cost-overruns on fixed price construction contractsthat had not been agreed to by its customers and began recognizing some cost-overruns as revenue under GAAP Statement of Position 81-1.Lead Plaintiffs additionally allege that in connection with its change in accounting procedures, Halliburton was required by SEC rules, but failed,to provide a letter from its independent accountants, Arthur Anderson, to the SEC supporting the change in the first Form 10-Q filed by theCompany subsequent to the change. These alleged acts are asserted by the Lead Plaintiffs to have been in violation of GAAP Statement ofPosition 81-1, which governs the accounting of long-term construction-type contracts, as well as the principles set forth in Opinions of theAccounting Principles Board ("APB") No. 20, and Rule 10-01(b)(6) of Regulation S-X.

29. The Complaint also alleges that on May 22, 2002, the New York Times published an article allegedly discussing for the firsttime the accounting change adopted by Halliburton in the fourth quarter of 1998. The next day, the price of Halliburton common stock did notdecrease; rather, it increased. On May 28, 2002, the last day of the Class Period, Halliburton issued a press release after the close of tradingannouncing that the SEC had begun "a preliminary investigation of the Company's accounting treatment of cost-overruns on construction jobs"and that the Company expected to receive a formal request for documents or a subpoena in the next few days. The Company's press releasestated, however, that it believed that it had accounted for construction claims and change orders in accordance with GAAP. In an allegedreaction to the Company's announcement, the price of Halliburton common stock price decreased by 3.3% to close at $18.72 on May 29, 2002,

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on extraordinary trading volume of over 13 million shares, many times the Company's average daily trading volume. The Complaint allegesthat as a result of the foregoing, the Lead Plaintiffs and the other Class Members purchased Halliburton common stock during the Class Periodat prices that were artificially inflated. The Settling Securities Defendants assert that in the days immediately following the May 22, 2002New York Times article, which Plaintiffs allege revealed Halliburton's change in accounting methodology for the first time, the price of theCompany's common stock increased materially, indicating that the fact that such disclosure had not been made earlier in the Class Period didnot result in any Class Member purchasing the Company's common stock at artificially inflated prices during the Class Period.

IX. The Derivative Action

30. On March 12, 2003, a derivative action (an action filed by a shareholder asserting claims on behalf of Halliburton),Jack Friedberg, Derivatively on Behalf of Nominal Defendant Halliburton Company v. David J. Lesar, et al. No. 3-03-CV-0637-L, was filed in theUnited States District Court for the Northern District of Texas, against Halliburton as a nominal defendant and the current and former HalliburtonDirectors: David J. Lesar, Robert L. Crandall, Kenneth T. Derr, Charles J. DiBona, Lawrence S. Eagleburger, William R. Howell, Ray L. Hunt,Alwyn B. Lewis, J. Landis Martin, Jay A. Precourt, Deborah L. Reed, and C.J. Silas (collectively the "Derivative Defendants." The plaintiff in theDerivative Action subsequently dismissed that Action with respect to Defendant C.J. Silas, who is no longer a defendant in the DerivativeAction.). Derivative Plaintiffs claims arise out of alleged improper accounting practices carried-out by Halliburton over a three-year period.Derivative Plaintiff claims that during the fourth quarter of 1998, Halliburton made a change in its accounting practices by recognizing revenueon disputed cost-overruns, claims, and change orders in connection with long-term fixed-price construction contracts. Derivative Plaintiffalleges further that as a result of the accounting changes, Halliburton materially overstated its revenues and earnings, thus causing injury toHalliburton. Plaintiff claims that as a result of this alleged conduct, the Defendants breached their fiduciary duties to Halliburton.

31. A derivative action making allegations similar to those in the federal Derivative Action had previously been filed in Texasstate court under the caption Equitec-Cole Roesler, LLC v. Lesar et al., and had been dismissed because of the unexcused failure of theplaintiff to make demand on Halliburton's current board of directors to pursue the claims alleged by the plaintiff.

32. The Honorable Sam A. Lindsay entered three successive orders extending the Derivative Defendants time to respond to theDerivative Complaint to June 30, 2003, and on May 29, 2003, the parties entered into a Memorandum of Understanding for the Settlement ofthe Derivative Action.

33. On August 22, 2003, Equitec-Cole Roesler, LLC, the named plaintiff in the previously-filed state court derivative action thathad been dismissed, filed a Plea in Intervention in the Derivative Action. Plaintiff Friedberg filed a response objecting to the Plea in Interventionon September 11, 2003, and on January 23, 2004, the Plea to Intervene was denied.

34. On September 11, 2003, plaintiff in the Derivative Action filed a First Amended Derivative Complaint.

35. On November 5, 2003, the parties filed a Joint Motion to transfer the Action to the Honorable David Godbey, the Judgepresiding over the consolidated Securities Action. By an Order dated November 7, 2003, the Derivative Action was so transferred.

BACKGROUND TO THE SETTLEMENT

36. The three Settling Lead Plaintiffs and their counsel, including Lead Plaintiffs' Counsel, and the Settling SecuritiesDefendants, for the reasons discussed above and below, believe that the Securities Settlement is fair, reasonable and adequate because,among other things, the Lead Plaintiffs' Contract Accounting Claims and Dresser Claims remain subject to a motion to dismiss by the SettlingSecurities Defendants, who will argue that Lead Plaintiffs fail to adequately plead a securities fraud claim, that Lead Plaintiffs' allegations arebased on conclusory allegations without specific factual support, are time barred, and are subject to numerous other defenses asserted by theSettling Securities Defendants, including numerous defenses on the merits and relating to the issues of damages, as a consequence of whichthe AMSF and the other Class Members could recover nothing or substantially less than the settlement amount. In fact, on May 10, 2004, theSettling Securities Defendants filed such a motion with respect to the Kimble Action, which remains outstanding as of the date of this Notice.

37. The Settling Securities Defendants and Derivative Defendants (both as defined above and below) have denied all avermentsof wrongdoing or liability in the Securities Action and the Derivative Action, respectively, and all other accusations of wrongdoing or violations ofany federal, state, local or foreign statutory or common law, rule or regulation, including without limitation any breach or violation of anyfiduciary duty or standard of care, any fraud, recklessness, gross negligence or negligence, negligent misrepresentation, unjust enrichment,breach of contract or Halliburton internal policies or procedures or any other conduct (including by omission) that might give rise to any legal orequitable Claim whatsoever. The Stipulation is not and shall not be construed or be deemed to be evidence or an admission or a concessionon the part of any of the Settling Securities Defendants or the Derivative Defendants of any fault, liability or responsibility of any kind for anydamages, injuries or losses of any kind or nature whatsoever, and the Settling Securities Defendants and Derivative Defendants do notconcede any infirmity in the defenses which they have asserted or intended to assert in the Securities and Derivative Actions, respectively.

38. Prior to entering into the Stipulation, Plaintiffs' Lead Counsel and Derivative Plaintiffs Counsel each conducted aninvestigation relating to the events and transactions underlying their respective claims and conducted discovery on the merits for the purpose ofdetermining whether the Settlements of the Actions are in each case fair, adequate, reasonable and in the best interests of the Class, theCompany and its current shareholders, including: (a) review and analysis of the public filings made by Halliburton with the SEC; (b) review andanalysis of Halliburton's public conference calls, as well as press releases and other public statements issued on behalf of Halliburton;(c) review and analysis of securities analysts' reports concerning Halliburton; (d) review and analysis of sworn deposition testimony of currentand former Halliburton officers, directors and employees and members of Halliburton's outside auditing firm during the Class Period taken bymembers of the enforcement staff of the SEC's Ft. Worth, Texas Regional Office in connection with their investigation of Halliburton withrespect to the Contract Claims and related matters; (e) interviews with current Halliburton employees regarding the claims arising out of andrelating to the Dresser merger; (f) review and analysis of the Halliburton documents marked as exhibits by the SEC at the foregoingdepositions; (g) review and analysis of other documents regarding the Contract Claims and other matters provided to the SEC by Halliburton;(h) review and analysis of documents relating to the Dresser merger and Dresser Claims; (i) discussions with individuals with experience inHalliburton's industry; and (j) review and analysis of other publicly available information concerning Halliburton, including news articles.

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Plaintiffs' Lead Counsel's decision to enter into the Securities Settlement was made with knowledge of the facts and circumstances underlyingthe claims alleged in the Complaint and the strengths and weaknesses of those claims. In determining to settle the Securities Action, LeadPlaintiffs' Counsel have evaluated the SEC discovery and other information obtained from Halliburton, and taken into account the substantialexpense and length of time necessary to prosecute the Securities Action through trial,. post-trial motions, and likely appeals, taking intoconsideration the significant uncertainties in predicting the outcome of this complex litigation. All counsel for the Settling Lead Plaintiffs believethat the Settlement described herein confers very substantial benefits upon the Class. Based upon their consideration of all of these factors,the Settling Lead Plaintiffs and their counsel have concluded that it is in the best interest of the Settling Lead Plaintiffs and the Class to settlethe Securities Action on the terms described herein.

39. The Settling Lead Plaintiffs recognize the uncertainty and the risk of the outcome of any litigation, especially complexlitigation such as this, and the difficulties and risks inherent in the trial of such an action. The Settling Lead Plaintiffs and their respectivecounsel all desire to settle their Claims and the Claims of the Class that have been or could have been alleged in the Securities Action, inconnection with or arising out of the purchase or other acquisition of Halliburton common stock, and arising out of and/or relating in any way toany of the facts, transactions, acts, events, conduct, statements, representations and/or omissions described or referred to, or that could havebeen described or referred to, in the Complaint against the Settling Securities Defendants on the terms and conditions described herein whichprovide substantial benefits to the Class. The Settling Lead Plaintiffs' respective counsel, including Plaintiffs' Lead Counsel, deem suchsettlement to be fair, reasonable and adequate, and in the best interests of the Class.

40. The Settling Securities Defendants, while continuing to deny all allegations of wrongdoing or liability whatsoever, desire tosettle and terminate all existing or potential claims against them, without in any way acknowledging any fault or liability.

41. The amount of damages, if any, that the Lead Plaintiffs could prove was a matter of serious and material dispute, and theSecurities Settlement's use of a Recognized Claim formula for distributing the Settlement proceeds does not constitute a finding, admission orconcession by or on behalf of either the Settling Securities Defendants or the Settling Lead Plaintiffs or their counsel, including Lead Plaintiffs'Counsel, that provable damages could be measured by the Recognized Claim formula. No determination has been made by the Court as toliability or the amount, if any, of damages suffered by the Class Members, either individually or collectively, nor on the proper measure of anysuch damages. The determination of damages, like the determination of liability, is a complicated and uncertain process, typically involvingconflicting expert opinions. During the course of the Securities Action, the Settling Securities Defendants, in addition to denying any liability,disputed that Lead Plaintiffs and the other purported Class Members were damaged by any wrongful conduct on the part of the SettlingSecurities Defendants. The Securities Settlement herein provides an immediate and substantial cash benefit and avoids the risks that liabilityor damages might not have been proven at trial.

42. The Court has not determined the merits of the claims or the defenses thereto asserted in either the Securities or theDerivative Action. This Notice does not imply that there has been or would be any finding of violation of the law or that recovery could be had inany amount if the two Actions were not settled.

TERMS OF THE SETTLEMENT

43. The terms of the Securities Settlement and the Derivative Action Settlement are set forth in detail in the respectiveStipulations, both of which are on file with the Court and are available on the web at www.oardencitvoroup.com . The following description ofthe Settlements' terms is only a summary. Reference should be made to the Stipulations on file with the Court for a full statement of theirprovisions.

44. In full and complete settlement of the Securities Action, and subject to the terms and conditions of the Securities Stipulation,the Settling Securities Defendants have paid into escrow $6,000,000 (the "Gross Settlement Fund"), for the benefit of the Class Members. TheGross Settlement Fund has been earning interest for the benefit of the Class since July 1, 2003.

45. In full and final settlement of the Derivative Action, the Board of Directors of Halliburton has agreed to cause Halliburton tomaintain in effect corporate governance initiatives set forth below:

Halliburton Company ("Halliburton" or "Company") was advised by its independent outside auditors at all relevant times that thefinancial statements at issue in the Consolidated Securities Action and the Derivative Action, and all its financial statements issuedthereafter, were prepared in accordance with Generally Accepted Accounting Practices ("GAAP"). Accordingly, Halliburton believes thatits accounting procedures and practices with respect to its accounting for both revenue on fixed-price engineering, procurement andconstruction contracts and for potential liability of the Company with respect to current and possible future asbestos claims(collectively, "the accounting items"), have been and are now appropriate to result in the preparation of financial statements in accordancewith GAAP. Nevertheless, in order to resolve all claims that have been, could have been or could be asserted in the Consolidated SecuritiesAction and/or the Derivative Action in connection with, arising out of or in any way related to the acts or omissions described or referred to ineither such action, Halliburton hereby undertakes to instruct the Company's Internal Auditor to undertake a review of the Company'scurrent accounting procedures with respect to both of the accounting items. Halliburton's Internal Auditor will thereafter report to theAudit Committee of the Company's Board of Directors the results of the Internal Auditor's review of such accounting procedures, and suchrecommendations, if any, as the Internal Auditor deems necessary and appropriate. Based upon such report and recommendations(if any) of the Internal Auditor, the Audit Committee will, to the extent necessary, direct that any revisions in accounting procedures bereduced to writing for consideration and approval by the Audit Committee at its next following regularly scheduled meeting.

Halliburton also believes that the current provisions of the charter of the Audit Committee of the Company's Board of Directors arereasonable, appropriate and sufficient to permit the Audit Committee to discharge fully and adequately its obligations and responsibilities.Nevertheless, in order to resolve all claims that have been, could have been or could be asserted in the Consolidated Securities Action and/orthe Derivative Action in connection with, arising out of or in any way related to the acts or omissions described or referred to in either suchaction, Halliburton undertakes to cause its Board of Directors to review the charter of the Audit Committee to ensure that its provisions are,to the extent necessary, amended so as to reflect the following practices of or with respect to the Audit Committee:

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1. The Board of Directors shall, on an annual basis, appoint one of the members of the Audit Committee to be itsChairman.

2. The Audit Committee shall have the authority to conduct investigations of such matters as it deems appropriate,and, in connection with such investigations, shall have the authority independently to hire outside counsel or other consultants orexperts to assist it as it may deem necessary or appropriate.

3. The Audit Committee will meet on a quarterly basis with Company management and the Company's outsideauditors to review the Company's quarterly financial statements.

4. The Audit Committee will meet annually with Company management and the Company's outside auditors to reviewthe Company's annual report and financial statements.

5. The Audit Committee will cause minutes to be kept of each regular and special meeting of the Committee, and willfurther undertake to provide the Board of Directors with copies of all such minutes for review at each subsequent Board of Directors'meeting.

46. The "Settled Claims" as referred to herein, shall have the following meanings:

(a) In the Moore Action: "Settled Claims" means any and all Claims asserted or that could have been asserted by anyof the Releasors, whether directly, indirectly, representatively, derivatively or in any other capacity, in the Moore Actionand/or in any other federal, state, local or foreign forum (judicial, administrative, arbitral or other), against any of theReleased Parties, arising out of or relating in any way to any transaction, fact, occurrence, conduct, act, event,representation, statement or omission alleged or that could have been alleged in the Complaint in connection with or relatingto any purchase or other acquisition of Halliburton common stock by any Class Member at any time during the proposedClass Period, whether known or unknown (as "unknown" is defined in Paragraph 1(c) of the Securities Stipulation), arisingunder any federal, state, local statutory or common law, rule or regulation, including the law of any foreign jurisdiction. The"Settled Claims" include, without limitation, any and all Claims under any federal or state securities laws, any and all Claimsarising out of or relating in any way to the prosecution, defense or settlement of, or settlement negotiations with respect to,the Moore Action and/or any of the actions consolidated therein, and any and all Claims for attorneys' fees, fraud, breach ofHalliburton's policies or procedures, negligence, gross negligence, recklessness, negligent misrepresentation and or fordeclaratory judgment;

(b) In the Derivative Action: "Settled Claims" means any and all claims, rights, demands, suits, matters, issues, orcauses of action, including both known and Unknown claims, for actual or exemplary damages, losses, fees, costs and otherrecoveries and remedies of any kind, nature and/or description whatsoever, matured or unmatured, liquidated orunliquidated, accrued or unaccrued, known or unknown, suspected or unsuspected, contingent or non-contingent, whetheror not asserted, threatened, alleged or litigated, at law, equity or otherwise, that have been or could have been assertedagainst the Released Parties in connection with or relating to the Dresser merger and/or the contract accounting claims,whether directly, indirectly, representatively, derivatively or in any other capacity, in the Federal Derivative Action, theSecurities Action, or any other forum (judicial, administrative, arbitral or other) against the Released Parties."Settled Claims" with respect to the Derivative Action, includes, without limitation, claims for contribution, indemnification,attorneys' fees, breach of fiduciary duty, fraud, breach of Halliburton's policies and procedures, waste, mismanagement,breach of contract, breach of duty of good faith and fair dealing, negligence, gross negligence, negligent misrepresentation,declaratory judgment, unjust enrichment, breach of any applicable duty of care, breach of duty of loyalty, recovery of costsand expenses (including, without limitation, amounts paid in settlement) and any other breaches or violations of any federal,state or local statutes, common law doctrines, rules or regulations, that now exist or heretofore existed.

(c) "Unknown" or "unknown" as used in the definition of Settled Claims below, includes Claims that any or all of theReleasors or the Released Parties do not now know or suspect to exist, which, if known by him, her or it, might affect his,her or its agreement to release the Settled Claims or the Settled Defendants' Claims, as the case may be, or might affecthis, her or its decision to object or not to object to the Settlement as set forth in this Stipulation.

(d) With respect to any and all Settled Claims, the parties stipulate and agree that, upon the Effective Date, each ofthe Settling Lead Plaintiffs and Settling Securities Defendants shall expressly, and each of the other Class Members andother Releasors and Released Parties shall be deemed to, and by operation of the Final Order shall, with respect to thereleases given by them in this Stipulation, have waived any and all provisions, rights and benefits conferred by any law ofany state or territory of the United States, or principle of common law, or the law of any foreign jurisdiction, which is similar,comparable or equivalent to Section 1542 of the California Civil Code. Section 1542 of the California Civil Code provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOWOR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Settling Lead Plaintiffs on behalf of the Releasors, and Settling Securities Defendants on behalf of the Released Parties,acknowledge that they may discover facts in addition to or different from those that they now know or believe to be true withrespect to the subject matter of their respective releases, but that it is their intention, on behalf of the Releasors and theReleased Parties, respectively, to fully, finally and forever settle and release the Settled Claims, including unknown Claimsas that term is defined in I 46(c). The Settling Lead Plaintiffs and the Settling Securities Defendants acknowledge, and theother Class Members, current Halliburton shareholders and other Releasors by operation of law shall be deemed to haveacknowledged, that the inclusion of "unknown" Claims in the definition of both Claims and Settled Claims was separatelybargained for and was a key element of the Settlement.

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47. As used herein, all capitalized terms that are not otherwise defined in this Notice shall have the same meanings as definedin the Securities Stipulation, for Securities Class Members, or the Derivative Stipulation, for current Shareholders.

48. The Securities Stipulation provides that the Settling Securities Defendants may terminate the Securities Settlement in theevent that in excess of a certain percentage of claimants exclude themselves from the Class.

49. The Settlements will become effective at such time as Final Orders and Judgments in the Securities Action and theDerivative Action, entered by the Court approving the Settlements, shall become final and not subject to appeal or review (the "Effective Date").If the Effective Date does not occur, none of the terms of the Settlements shall apply.

ALLOCATION OF SETTLEMENT PROCEEDS AMONG CLASS MEMBERS

50. The $6,000,000 Cash Settlement Amount and the interest earned thereon shall be the Gross Settlement Fund. The GrossSettlement Fund, less all taxes, approved costs, fees and expenses (the "Net Settlement Fund") shall be distributed to members of the Classwho submit acceptable Proofs of Claim ("Authorized Claimants").

51. The Claims Administrator shall determine each Authorized Claimant's pro rata share of the Net Settlement Fund based uponeach Authorized Claimant's "Recognized Claim." The Recognized Claim formula is not intended to be an estimate of the amount that a ClassMember might have been able to recover after a trial; nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant tothe Settlement. The Recognized Claim formula is the basis upon which the Net Settlement Fund will be proportionately allocated to theAuthorized Claimants.

52. An Authorized Claimant's "Recognized Claim" shall mean:

(a) For shares of common stock purchased or acquired between May 18, 1998 and June 28, 2001, inclusive, andretained at the end of trading on May 28, 2002, the Recognized Loss shall be the lesser of:

(1) $0.40 per share; or

(2) the difference between the purchase price per share and the sales price per share for each share soldbetween May 29, 2002 and August 26, 2002; or

(3) the difference between the purchase price per share and $14.71 for each share still held at the close oftrading on August 26, 2002.1

(b) For shares of common stock purchased or acquired, and sold between May 18, 1998 and June 28, 2001, inclusive,there shall be no Recognized Loss.

(c) For shares of common stock purchased or acquired between May 18, 1998 and June 28, 2001, inclusive, and soldbetween June 29, 2001 and May 28, 2002, the Recognized Loss shall be the lesser of:

(1) $0.15 per share; or

(2) the difference between the purchase price per share and the sales price per share for each share sold.

(d) For shares of common stock purchased or acquired between June 29, 2001 and May 28, 2002, inclusive, andretained at the end of trading on May 28, 2002, the Recognized Loss shall be the lesser of:

(1) $0.25 per share; or

(2) the difference between the purchase price per share and the sales price per share for each share soldbetween May 29, 2002 and August 26, 2002; or

(3) the difference between the purchase price per share and $14.71 for each share still held at the close oftrading on August 26, 2002.

(e) For shares of common stock purchased between June 29, 2001 and May 28, 2002, inclusive, and sold betweenJune 29, 2001 and May 28, 2002, inclusive, there shall be no Recognized Loss.

53. Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund based on his, her or itsRecognized Claim as compared to the total Recognized Claims of all Authorized Claimants.

'Pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995, "in any private action arising under this title in which the plaintiff seeks toestablish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase orsale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning onthe date on which the information correcting the misstatement or omission that is the basis for the action is disseminated." $14.71 was the mean closing price ofHalliburton Company common stock during the 90-day period beginning on May 29, 2002 and ending on August 26, 2002.

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54. Class Members who do not submit acceptable Proofs of Claim will not share in the settlement proceeds. Class Memberswho do not either submit a request for exclusion or submit an acceptable Proof of Claim will nevertheless be bound by the Settlement and theFinal Order and Judgment of the Court dismissing this Action.

55. Checks will be distributed to Authorized Claimants after all claims have been processed and after the Court has finallyapproved the Securities Settlement. If any funds remain in the Net Settlement Fund by reason of uncashed checks or otherwise, then, after theClaims Administrator has made reasonable and diligent efforts to have Class Members who are entitled to participate in the distribution of theNet Settlement Fund cash their distribution checks, any balance remaining in the Net Settlement Fund one (1) year after the initial distribution ofsuch funds shall be re-distributed to Class Members who have cashed their checks and who would receive at least $10.00 from suchre-distribution. If any funds remain in the Net Settlement Fund six months after such re-distribution, then such balance shall be contributed tonon-sectarian, not-for-profit, 501(c)(3) organization(s) designated by Plaintiffs' Lead Counsel.

THE RIGHTS OF THE SECURITIES CLASS MEMBERS

56. The Court has certified the Securities Action to proceed as a class action. If you purchased or otherwise acquired thecommon stock of Halliburton on the open market during the period from May 18, 1998 through and including May 28, 2002, and were allegedlydamaged thereby, and you are not excluded by the definition of the Class and do not elect to exclude yourself, then you are a Class Member.Class Members have the following options pursuant to Rule 23(c)(2) of the Federal Rules of Civil Procedure:

(a) If you wish to remain a member of the Class, you may share in the proceeds of the Securities Settlement, providedthat you timely submit an acceptable Proof of Claim. Class Members will be represented by the Settling Lead Plaintiffs and their counsel,unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, butif you choose to do so, such counsel must file an appearance on your behalf on or before August 18, 2004, and must serve copies of suchappearance on the attorneys listed in j 63 below.

(b) If you do not wish to remain a member of the Class, you may exclude yourself from the Class by following theinstructions in j 62 below. Persons who exclude themselves from the Class will NOT receive any share of the Settlement proceeds and will notbe bound by the Settlement.

(c) If you object to the Settlement or any of its terms, or to Plaintiffs Counsel's application for fees and expenses, andif you do not exclude yourself from the Class, you may present your objections by following the instructions in II 63 below.

SUBMISSION AND PROCESSING OF PROOFS OF CLAIM FOR SECURITIES SETTLEMENT CLASS

57. In order to be eligible to receive any distribution from the Settlement Fund, you must complete and sign the accompanyingProof of Claim and Release form and send it and the required documentation by first class mail postmarked on or before September 27, 2004,addressed as follows:

Moore v. Halliburton Securities Litigationdo The Garden City Group, Inc.Claims AdministratorP.O. Box 9000 #6117Merrick, NY 11566-9000

58. If you do not submit a proper Proof of Claim form, you will not be entitled to any share of the Settlement Fund.

59. If you are a Class Member and you do not properly exclude yourself from the Class, you will be bound by the Settlement andthe Final Order and Judgment of the Court dismissing this Action, even if you do not submit a Proof of Claim. If you exclude yourself from theClass, you will not be bound by the judgment but you will not be entitled to any share of the Settlement Fund.

60. All Proofs of Claim must be submitted by the date specified in this Notice unless such period is extended by Order of theCourt.

61. Each Claimant shall be deemed to have submitted to the exclusive personal jurisdiction of the United States District Courtfor the Northern District of Texas with respect to his, her or its Proof of Claim.

EXCLUSION FROM THE CLASS

62. Each Class Member shall be bound by all determinations and judgments in this Action concerning the Securities Settlement,whether favorable or unfavorable, unless such person shall mail, by first class mail, a written request for exclusion from the Class, postmarkedno later than August 18, 2004, addressed to Moore v. Halliburton Securities Litigation, Attn: Exclusions Dept., do The Garden City Group, Inc.,P.O. Box 9000 #6117, Merrick, NY 11566-9000. No person may exclude himself from the Class after that date. In order to be valid, each suchrequest for exclusion must set forth the name and address of the person or entity requesting exclusion, must state that such person or entity"requests exclusion from the Class in the Moore v. Halliburton, Civil Action No. 3: 02-CV-1152-N" and must be signed by such person or entity.Persons and Entities requesting exclusion should also provide the following information: their daytime telephone number, the date(s), price(s),and number(s) of shares of all purchases and sales of Halliburton common stock during the Class Period. The request for exclusion shall notbe effective unless the request for exclusion provides the required information and is made within the time stated above, or the exclusion isotherwise accepted by the Court.

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SETTLEMENT FAIRNESS HEARING

63. At the Settlement Fairness Hearing, the Court will consider whether to finally approve the Securities Settlement and dismissthe Securities Action and the claims of the Class Members, and whether to approve the Derivative Action Settlement and dismiss the DerivativeAction and the derivative claims of current owners of Halliburton common stock. The Court will also determine whether the Plan of Allocationfor the Securities Settlement proceeds is fair and reasonable. The Settlement Fairness Hearing may be adjourned from time to time by theCourt without further written notice to the Class or current Halliburton shareholders. If you intend to attend the Settlement Fairness Hearing,you should confirm the date and time with Plaintiffs' Lead Counsel in the Securities Action or plaintiffs counsel in the Derivative Action. If theSettlements are, or any one of them is approved, the Court will also consider the application of Lead Plaintiffs' Counsel and/or the plaintiffscounsel in the Derivative Action for attorneys' fees, as the case may be. At the Settlement Fairness Hearing, any Class Member who has notproperly submitted a request for exclusion from the Class may appear in person or by counsel and be heard to the extent allowed by the Courtin opposition to the fairness, reasonableness and adequacy of the Securities Settlement, the Plan of Allocation, or the application for an awardof attorneys' fees and reimbursement of expenses. Similarly, a current Halliburton shareholder may appear in person or by counsel and beheard to the extent allowed by the Court in opposition to the fairness, reasonableness and adequacy of the settlement of the Derivative Actionand the application for an award of attorneys' fees and expenses therein. However, in no event shall any person or Entity be heard inopposition to the Settlements, the Plan of Allocation, or Plaintiffs' Counsel's application for attorneys' fees and expenses and in no event shallany paper or brief submitted by any such person or Entity be accepted or considered by the Court, unless, on or before August 18, 2004, suchperson or Entity (1) files with the Clerk of the Court notice of such person's intention to appear, showing proof of such person's or Entity'smembership in the Class and/or status as a current owner of Halliburton common stock, and providing a statement that indicates the basis forsuch opposition, along with any documentation in support of such objection, and (2) simultaneously serves copies of such notice, proof,statement and documentation, together with copies of any other papers or briefs such person or Entity files with the Court, in person or by mailupon:

Lead Counsel for Securities Plaintiffs:

SCHIFFRIN & BARROWAY, LLPRichard S. Schiffrin, Esq.Marc I. Willner, Esq.Three Bala Plaza East, Suite 400Bala Cynwyd, PA 19004(610) 667-7706

Counsel for Settling Derivative Plaintiff:

The Law Offices of Brian M. Felgoise, PC261 Old York RoadThe Pavilion - Suite 423Jenkintown, PA 19046(215) 886-1900

Defendants' Counsel:

Kirkpatrick & Lockhart, LLP

Ronald W. Stevens10100 Santa Monica BoulevardSeventh FloorLos Angeles, CA 90067(310) 552-5000

Godwin Gruber, LLPDonald E. GodwinMarcos G. RonquilloJose L. Gonzalez1201 Elm Street, Suite 1700Dallas, TX 75270-2084(214) 939-4400

Hughes & Luce LLPRobert E. Davis, Esq.David Horan1717 Main Street, Suite 2800Dallas, TX 75201(214) 939-5500

Jenkens & GilchristJohn A. Gilliam, Esq.1445 Ross Avenue, Suite 3200Dallas, TX 75202-2799(214) 855-4500

Thompson & Knight, LLPTimothy R. McCormick, Esq.1700 Pacific Ave., Suite 3300Dallas, TX 75201(214) 969-1700

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Baker Botts, LLPRobb L. Voyles98 San Jacinto Blvd., Suite 1500Austin, TX 78701(512) 322-2500

Attendance at the hearing is not necessary; however, persons wishing to be heard orally in opposition to the approval of the Settlements, thePlan of Allocation, and/or the request for attorneys' fees are required to indicate in their written objection their intention to appear at the hearing.Persons who intend to object to either or both of the Settlements, the Plan of Allocation, and/or counsel's application for an award of attorneys'fees and expenses and desire to present evidence at the Settlement Fairness Hearing must include in their written objections the identity of anywitnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Fairness Hearing. Class Members donot need to appear at the hearing or take any other action to indicate their approval. -;

ATTORNEYS' FEES AND DISBURSEMENTS

64. At the Settlement Fairness Hearing or at such other time as the Court may direct, Lead Plaintiffs' Counsel intends to apply tothe Court for an award of attorneys' fees from the Settlement Fund. Lead Plaintiffs' Counsel intends to apply to the Court for an award in anamount not greater than one-third (33-1/3%) of the Gross Settlement Fund and for reimbursement of their expenses up to a maximum amountof $200,000, plus interest at the same rate as earned by the Settlement Fund. The Lead Plaintiffs' Counsel, without further notice to the Class,may subsequently apply to the Court for fees and expenses incurred in connection with administering and distributing the Settlement proceedsto the members of the Class and any proceedings subsequent to the Settlement Fairness Hearing. Derivative plaintiff's counsel intends toapply to the Court for an award of attorneys' fees from the Settlement Fund in the amount of $100,000.

FURTHER INFORMATION

65. For a more detailed statement of the matters involved in the Sewrities and Derivative Actions, reference is made to thepleadings, to the respective Stipulations, to th0 respective Orders entered by the Court and to the other papers filed in the Securities andDerivative Actions, which may be inspected at the Office of the Clerk of the United States District Court for the Northern District of Texas,United States Courthouse, 1100 Commerce, 1452 Floor, Dallas, TX 75242, during regular business hours.

66. ALL INQUIRIES CONCERNING THIS NOTICE OR THE PROOF OF CLAIM FORM BY CLASS MEMBERS SHOULD BEMADE TO THE CLAIMS ADMINISTRATOR IN WRITING AT THE ADDRESS INDICATED BELOW.

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES

67. If you purchased or otherwise acquired the common stock of Halliburton on the open market during the period fromMay 18,1998 through and including May 28, 2002, for the beneficial interest of a person or Entity other than yourself, the Court has directedthat, WITHIN SEVEN (7) DAYS OF YOUR RECEIPT OF THIS NOTICE, you either (a) provide to the Claims Administrator the name and lastknown address of each person or Entity for whom or which you purchased such stock during such time period or (b) request additional copiesof this Notice and the Proof of Claim form, which will be provided to you free of charge, and within seven (7) days mail the Notice and Proof ofClaim form directly to the beneficial owners of the securities referred to herein. If you choose to follow alternative procedure (b), the Court hasdirected that, upon such mailing, you send a statement to the Claims Administrator confirming that the mailing was made as directed. You areentitled to reimbursement from the Settlement Fund of your reasonable out-of-pocket expenses actually incurred in connection with theforegoing, including reimbursement of postage expense and the cost of ascertaining the names and addresses of beneficial owners. Thoseexpenses will be paid upon request and submission of appropriate supporting documentation. All communications concerning the foregoingshould be addressed to the Claims Administrator:

Moore v. Halliburton Securities Litigationdo The Garden City Group, Inc.Claims AdministratorP.O. Box 9000 #6117Merrick, NY 11566-9000(866) 278-1807

Dated: June 7, 2004By Order of the Court

CLERK OF THE COURT

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