Common use of Submission to Jurisdiction; Appointment of Agent for Service Clause in Contracts

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submit to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services Inc. as their respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company This Agreement shall be deemed to have been executed and delivered in New York and the transactions contemplated hereby irrevocably submit shall be governed as to validity, interpretation, construction, effect, and in all other respects by the non-exclusive jurisdiction laws of the U.S. federal and state courts in the Borough of Manhattan in The City State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (each, a “other than Section 5-1401 of The New York Court”General Obligations Law). Each of Representatives and the Company: (a) in agrees that any suit legal suit, action or proceeding arising out of or relating to this Agreement, Agreement and/or the Deposit Agreement, transactions contemplated hereby shall be instituted exclusively in the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering Supreme Court of the American Depositary Shares State of New York, New York County, or any transactions contemplated hereby. The Company and each in the United States District Court for the Southern District of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive New York, (b) waives any objection which it may have or hereafter to the laying of venue of any suit such suit, action or proceeding arising out proceeding, and (c) irrevocably consents to the jurisdiction of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering Supreme Court of the American Depositary Shares State of New York, New York County, or any transactions contemplated hereby in the United States District Court for the Southern District of New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim in any such court that suit, action or proceeding. Each of the Representatives and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such court has been brought suit, action or proceeding, and service of process upon the Representatives mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in an inconvenient forumevery respect effective service process upon the Holder, in any such suit, action or proceeding. The Company irrevocably appoints Law Debenture Corporate Services Inc. P▇▇▇▇▇▇ & Associates as their respective its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York United States, upon which process may be served in any such suit or proceeding, and agree agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven two years from the date of this Agreement. THE PARTIES HERETO (ON BEHALF OF THEMSELVES, THEIR SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submit submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) Courts in any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares Offered Securities, or any transactions contemplated hereby. The Company and each of the Company’s Subsidiaries and Consolidated Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares Offered Securities, or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services Inc. as their respective its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. In connection with the Indenture or the Notes or any Guarantee, if any, the Company irrevocably consents to the jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, The Company hereby City of New York, the State of New York and irrevocably submit waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) any such court in any suit such suit, action or proceeding arising out of or relating to this Agreementproceeding. In connection with any Guarantee, the Deposit Agreement, Company shall use reasonable efforts to cause the Time issuer of Sale Prospectus, any Guarantee to submit to jurisdiction to substantially the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebysame extent. The Company (i) irrevocably designates and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive appoints CT Corporation System, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (together with any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreementsuccessor, the Deposit Agreement"Authorized Agent"), the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services Inc. as their respective its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit suit, action or proceeding, proceeding and agree (ii) agrees that service of process in any manner permitted by applicable law upon such agent the Authorized Agent and written notice of said service to the Company (mailed or delivered to its General Counsel at its executive office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇-▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇), shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, Company in any such suit or proceeding. The To the extent that the Company further agrees has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to take any judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the Indenture or the Notes, to the extent permitted by law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. ---------------------------------- -------------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee -------------------------------------------------------------------------------- the within Note and all action as may be necessary rights thereunder, hereby irrevocably constituting and appointing ______________________________________ attorney to maintain such designation and appointment transfer said Note on the books of such agent the Company with full power of substitution in full force and effect for a period the premises. In connection with any transfer of seven years from this Note occurring prior to the date which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that: [CHECK ONE] (a) this Agreement.Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. OR (b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date: ------------------ ------------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------------ ------------------------------------------- NOTICE: To be executed by an executive officer

Submission to Jurisdiction; Appointment of Agent for Service. The To the fullest extent permitted by applicable law, each of the Trustee, the Agents, the Company hereby and each Guarantor irrevocably submit submits to the non-exclusive jurisdiction of the U.S. and venue in any federal and or state courts court in the Borough of Manhattan in The the City of New York (eachYork, a “New York Court”) County and ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or relating to under or in connection with this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering Indenture or any of the American Depositary Shares or any transactions contemplated hereby. The Company and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim agrees that all claims in any such court that any respect of such suit or proceeding may be determined in any such court has been brought in court. Each of the Trustee, the Agents, the Company and any Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum. The Company forum to the maintenance of such suit or proceeding and has irrevocably appoints Law Debenture Corporate Services Inc. as their respective authorized agent designated and appointed CT Corporation System (the “Authorized Agent”) in the Borough of Manhattan in The City of New York ), as its authorized agent upon which whom process may be served in any such suit or proceeding. Each of the Trustee, the Agents, the Company, and agree any Guarantor represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of the Trustee, the Agents, the Company and any Guarantor has irrevocably authorized and directed its Authorized Agent to accept such service. Each of the Trustee, the Agents, the Company and any Guarantor further agrees that service of process in upon its Authorized Agent and written notice of said service to the Trustee, the Agents, the Company and any manner permitted Guarantor, as the case may be, mailed by applicable law upon such agent first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the CompanyTrustee, the Agents, the Company and any Guarantor, as the case may be, in any such suit or proceeding. The Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Trustee, the Agents, the Company further agrees and any Guarantor agrees, to take the fullest extent permitted by law, that a final action in any such suit or proceeding shall be conclusive and all action as may be necessary enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of the Trustee, the Agents, the Company and each Guarantor hereby irrevocably waives, to maintain such designation the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and appointment execution) in any legal suit, action or proceeding against it arising out of such agent in full force and effect for a period of seven years from or based on this Indenture, the date Notes or the transactions contemplated hereby. The provisions of this AgreementSection 14.8 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Trustee, the Agents, the Company and any Guarantor and, to the fullest extent permitted by law, the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. The To the fullest extent permitted by applicable law, the Company hereby irrevocably submit submits to the non-exclusive jurisdiction of the U.S. any federal and or state courts in court the Borough of Manhattan in The City the City, County and State of New York (eachYork, a “New York Court”) United States of America, in any suit or proceeding based on or arising out of or relating to under this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby Agreement (solely in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim in any such court that connection with any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court has been brought in an inconvenient forumcourt. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and may be enforced in the courts of Canada (or any other courts to the jurisdiction of which the Company is subject) by a suit upon such judgment, provided that service of process is effected upon the Company in the manner specified herein. The Company hereby irrevocably designates and appoints Law Debenture Corporate Services Inc. CT Corporation System (the "Process Agent"), as their respective the authorized agent (of the “Authorized Agent”) in the Borough of Manhattan in The City of New York Company upon which whom process may be served in any such suit or proceeding, it being understood that the designation and agree appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to the Initial Purchasers that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that, to the extent permitted by law, service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail at its address specified in any manner permitted by applicable law upon such agent Section 12 of this Agreement, shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, Company in any such suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or Affiliated Market Maker or any person controlling such Initial Purchaser or Affiliated Market Maker or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments as may be necessary to maintain continue such designation and appointment of such agent the Process Agent in full force and effect for a period so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of seven years any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the date Company hereby irrevocably waives such immunity in respect of their obligations under this Agreement, to the extent permitted by law. The provisions of this Section 10 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the Company and the Selling Shareholders hereby irrevocably submit submits to the non-exclusive jurisdiction of the U.S. federal Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Deposit Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. Each of the Company and the Selling Shareholders irrevocably and unconditionally waives any objection to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the a New York CourtsCourt, and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services Inc. ICL North America Inc., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 500, St. Louis, Missouri 63141, Attention: General Counsel, as their respective its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Each of the Selling Shareholders irrevocably appoints C T Corporation System, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process in any manner permitted by applicable law upon the Company, such agent shall be deemed in every respect effective service of process upon such Selling Shareholder in any such suit or proceeding. The Each of the Company and the Selling Shareholders further agrees to take any and all action as may be necessary to maintain such designation and appointment of such its agent in full force and effect for a period of seven ten years from the date of this Agreement. Each of the Company, the Selling Shareholders and the Underwriters irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. In connection with the Indenture or the Notes or any Guarantee, if any, the Company irrevocably consents to the jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, The Company hereby City of New York, the State of New York and irrevocably submit waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) any such court in any suit such suit, action or proceeding arising out of or relating to this Agreementproceeding. In connection with any Guarantee, the Deposit Agreement, Company shall use reasonable efforts to cause the Time issuer of Sale Prospectus, any Guarantee to submit to jurisdiction to substantially the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebysame extent. The Company (i) irrevocably designates and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive appoints CT Corporation System, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (together with any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreementsuccessor, the Deposit Agreement"Authorized Agent"), the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services Inc. as their respective its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit suit, action or proceeding, proceeding and agree (ii) agrees that service of process in any manner permitted by applicable law upon such agent the Authorized Agent and written notice of said service to the Company (mailed or delivered to its General Counsel at its executive office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇-▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇), shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, Company in any such suit or proceeding. The To the extent that the Company further agrees has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to take any judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the Indenture or the Notes, to the extent permitted by law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. ------------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee ------------------------------------------------------------------------------- the within Note and all action as may be necessary rights thereunder, hereby irrevocably constituting and appointing -------------------------------------------------------------------- attorney to maintain such designation and appointment transfer said Note on the books of such agent the Company with full power of substitution in full force and effect for a period the premises. In connection with any transfer of seven years from this Note occurring prior to the date which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that: [CHECK ONE] (a) this Agreement.Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. OR / / (b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date: ----------- ------------------------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within- mentioned instrument in every particular, without alteration or any change whatsoever. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------- ----------------------------------------------- NOTICE: To be executed by an executive officer

Submission to Jurisdiction; Appointment of Agent for Service. The Company and the Selling Shareholder hereby irrevocably submit to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company and each of the Company’s Subsidiaries and Affiliated Entities the Selling Shareholder irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the Company or any Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company or the Selling Shareholder, as the case may be, irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company and the Selling Shareholder irrevocably appoints Law Debenture Corporate Services Inc. appoint Cogency Global Inc., as their respective its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company and the Selling Shareholder further agrees agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The To the fullest extent permitted by applicable law, each of the Company hereby and the Subsidiary Guarantor irrevocably submit submits to the non-exclusive jurisdiction of the U.S. and venue in any federal and or state courts court in the Borough of Manhattan in The the City of New York (each▇▇▇ ▇▇▇▇, a “New York Court”) ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or relating to under or in connection with this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering Indenture or any of the American Depositary Shares or any transactions contemplated hereby. The Company and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim agrees that all claims in any such court that any respect of such suit or proceeding may be determined in any such court has been brought in court. Each of the Company and the Subsidiary Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum. The Company forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints Law Debenture Corporate Services National Registered Agents, Inc. (the "AUTHORIZED AGENT"), as their respective its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which whom process may be served in any such suit or proceeding, . Each of the Company and agree the Subsidiary Guarantor represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of the Company and the Subsidiary Guarantor hereby irrevocably authorizes and directs its Authorized Agent to accept such service. Each of the Company and the Subsidiary Guarantor further agrees that service of process in any manner permitted upon its Authorized Agent and written notice of said service to the Company or to the Subsidiary Guarantor, as the case may be, mailed by applicable law upon such agent first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the CompanyCompany or the Subsidiary Guarantor, as the case may be, in any such suit or proceeding. The Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Company further and the Subsidiary Guarantor agrees to take that a final action in any such suit or proceeding shall be conclusive and all action as may be necessary enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Company or the Subsidiary Guarantor arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and each of the Company and the Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any such action. Each of the Company and the Subsidiary Guarantor hereby irrevocably waives, to maintain such designation the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and appointment execution) in any legal suit, action or proceeding against it arising out of such agent in full force and effect for a period of seven years from or based on this Indenture, the date Notes or the transactions contemplated hereby. The provisions of this Agreement.Section 12.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Company, the Subsidiary Guarantor or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters

Submission to Jurisdiction; Appointment of Agent for Service. In further consideration of the agreement of the Underwriters herein contained, the Company agrees and covenants as follows: The Company irrevocably agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls such Underwriter within the meaning of either Section 15 of the Securities Act of Section 20 of the Exchange Act (a “Control Person”) arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any United States Federal or state court in the Borough of Manhattan, The City of New York, State of New York (a “New York Court”), and irrevocably submit waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, irrevocably waives any objection based on the absence of a necessary or indispensable party in any such proceeding and irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state such courts in the Borough of Manhattan in any such suit, action or proceeding. The City of New York Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (each, a “New York Court”including immunity to pre-judgment attachment and execution) in any suit legal suit, action or proceeding against it arising out of this Agreement or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyhereby which is instituted in any New York Court or in any foreign court. The Company and To the extent permitted by law, each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive Company hereby waives any objection to the laying of venue enforcement by any competent foreign court of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim judgment validly obtained in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumproceeding. The Company irrevocably designates and appoints Law Debenture Corporate Services Inc. CT Corporation System in New York City as their respective its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit action arising out of or proceedingbased on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any Control Person, expressly consents to the non-exclusive jurisdiction of any such court in respect of any such action, and agree waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. The Company represents and warrants that its Authorized Agent has agreed to act as said agent for service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon and the Company, in any such suit or proceeding. The Company further agrees to take any and all action as action, including the filing of any and all documents and instruments that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period as aforesaid. Service of seven years from process upon the date Authorized Agent and written notice of such service of process to it shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action based on this Agreement or the transactions contemplated hereby may be instituted by any Underwriter or any Control Person in any competent foreign court. The provisions of this Section 10 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Company irrevocably (i) agrees that any legal suit, action or proceeding against it brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably submit may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of the U.S. federal and state such courts in the Borough of Manhattan in any such suit, action or proceeding. The City of New York Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (eachincluding sovereign immunity, a “New York Court”immunity to pre-judgment attachment, post-judgment attachment and execution) in any suit legal suit, action or proceeding against it arising out of or relating to based on this Agreement, Agreement or the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyhereby which is instituted in any New York court or in any competent court in the Cayman Islands. The Company and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreementhas appointed Global Indemnity Group, the Deposit AgreementInc., the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services Inc. as their respective its authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which whom process may be served in any such suit action arising out of or proceedingbased on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and agree waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, in any such suit or proceeding. The Company further and agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for as aforesaid, unless and until a period successor has been appointed as the Authorized Agent in the State of seven years from New York. The Company will notify the date Managers of this Agreementthe appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby (a) Each of the Company, the Principal Shareholder, and the Selling Shareholder irrevocably submit submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale ProspectusPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement, Statement or the offering of the American Depositary Shares or any transactions contemplated herebyADSs. The Company and each Each of the Subsidiaries Company, the Principal Shareholder and Affiliated Entities the Selling Shareholder irrevocably and unconditionally waive waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that any of the Company, the Principal Shareholder or the Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company, the Principal Shareholder and the Selling Shareholder], as applicable, irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Company and the Principal Shareholder hereby irrevocably appoints appoint Law Debenture Corporate Services Inc. Inc., and the Selling Shareholder appoints the person indicated on Schedule 2 hereto, as their respective authorized agent (the “Authorized Agent”) agents for service of process in any suit, action or proceeding described in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, preceding paragraph and agree agrees that service of process in any manner permitted by applicable law such suit, action or proceeding may be made upon it at the office of such agent shall be deemed in every respect effective service agent. Each of process in any manner permitted by applicable law upon the Company, in the Principal Shareholder and the Selling Shareholder waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Company, the Principal Shareholder and the Selling Shareholder represents and warrants that such suit or proceeding. The Company further agent has agreed to act as its agent for service of process, and each of the Company, the Principal Shareholder and the Selling Shareholder agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreementeffect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submit submits to the non-exclusive nonexclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyPurchase Option. The Company and each of irrevocably waives, to the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. The Any such process or summons to be served upon the Company irrevocably appoints Law Debenture Corporate Services Inc. as their respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any such suit action, proceeding or proceedingclaim. The Company hereby irrevocably appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, The Chrysler Building, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agree agrees that service of process in any manner permitted by applicable law such suit, action or proceeding may be made upon it at the office of such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, in any such suit or proceedingagent. The Company further waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years effect. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Holder in any competent court in the British Virgin Islands. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the date other party(ies) all of this Agreementits reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefore.

Submission to Jurisdiction; Appointment of Agent for Service. The To the fullest extent permitted by applicable law, each of the Company hereby and the New Guarantors irrevocably submit submits to the non-exclusive jurisdiction of the U.S. and venue in any federal and or state courts court in the Borough of Manhattan in The the City of New York (each▇▇▇ ▇▇▇▇, a “New York Court”) ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or relating to under or in connection with this AgreementThird Supplemental Indenture, the Deposit Agreement, Notes or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York CourtsAdditional Guarantees, and irrevocably and unconditionally waive and agree not to plead or claim agrees that all claims in any such court that any respect of such suit or proceeding may be determined in any such court has been brought in court. Each of the Company and the Additional Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum. The forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints the Corporation Service Company irrevocably appoints Law Debenture Corporate Services Inc. as their respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York ), as its authorized agent upon which whom process may be served in any such suit or proceeding, . The Company and the New Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Company and the New Guarantors further agree that service of process in any manner permitted by applicable law upon their Authorized Agent and written notice of such agent service to the Company and the New Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the CompanyCompany or the New Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company further agrees to take and the New Guarantors agree that a final action in any such suit or proceeding shall be conclusive and all action as may be necessary enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Company and the New Guarantors hereby irrevocably waive, to maintain such designation the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and appointment execution) in any legal suit, action or proceeding against it arising out of such agent in full force and effect for a period of seven years from or based on this Indenture, the date Notes or the transactions contemplated hereby. The provisions of this AgreementSection 6 are intended to be effective upon the execution of this Third Supplemental Indenture without any further action by the Company, the New Guarantors or the Trustee and the introduction of a true copy of this Third Supplemental Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submit submits to the non-exclusive jurisdiction of the U.S. federal and state such courts in any suit, action or proceeding. The Company has appointed CT Corporation as its authorized agent (the Borough of Manhattan in The City of New York (each, a “New York Court”"Authorized Agent") upon whom process may be served in any suit suit, action or proceeding arising out of or relating to based upon this Agreement, Agreement or the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waive and agree not to plead or claim herein which may be instituted in any such State or Federal court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services Inc. as their respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in York, New York, and expressly accepts the non-exclusive jurisdiction of any such suit or proceeding, and agree that service court in respect of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, in any such suit suit, action or proceeding. The Company further hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and agrees to take any and all action as action, including the filing of any and all documents that may be necessary to maintain continue such designation and appointment of such agent in full force and effect as aforesaid. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, HALLIBURTON COMPANY BY: /s/ C. CHRISTOPHER GAUT ----------------------------------- Name: C. Christopher Gaut Title: E▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇esident and Chief Financial Officer Accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC. GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC. ABN AMRO INCORPORATED ▇▇▇▇ ▇HE ▇▇▇▇L BANK ▇▇ ▇▇▇▇▇▇▇▇ BY: /s/ Goldman, Sachs & Co. ----------------------------------- (Goldma▇, ▇▇▇▇s & Co.) On behalf of the several Purchasers APPENDIX A HALLIBURTON COMPANY INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: __, 2003 The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the Halliburton Company (the "Company") 3 1/8% Convertible Senior Notes due July 15, 2023 (the "Securities") are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a period copy of seven years the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by ______ __, 2003. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact [NAME, ADDRESS AND TELEPHONE NUMBER OF CONTACT AT HALLIBURTON]. HALLIBURTON COMPANY Notice of Registration Statement and Selling Securityholder Questionnaire _______ __, 2003 The undersigned beneficial holder of 31/8% Convertible Senior Notes due July 15, 2023 (the "Notes") of Halliburton Company (the "Company") and /or common stock, par value $2.50 per share, of the Company (the "Common Stock" and, together with the Notes, the "Registrable Securities") understands that the Company has filed or intends to file with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of June 30, 2003 (the "Registration Rights Agreement"), between the Company and the initial purchasers named therein. A copy of the Registration Rights Agreement is available from the date Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions, as described below). Beneficial owners that do not complete this AgreementNotice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. BENEFICIAL OWNERS ARE ENCOURAGED TO COMPLETE AND DELIVER THIS NOTICE AND QUESTIONNAIRE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT SO THAT SUCH BENEFICIAL OWNERS MAY BE NAMED AS SELLING SECURITYHOLDERS IN THE RELATED PROSPECTUS AT THE TIME OF EFFECTIVENESS. WE CURRENTLY ANTICIPATE THAT THE SHELF REGISTRATION STATEMENT WILL BE EFFECTIVE ON __________ __, 20__. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.