HALLIBURTON COMPANY BENEFITS COMMITTEE, In Its Capacity as Plan Administrator of the… v. James Graves

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IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
______________________
No. 06-20632
______________________
HALLIBURTON COMPANY BENEFITS COMMITTEE, In Its Capacity as Plan
Administrator of the Halliburton Energy Services, Inc. Welfare
Benefits Plan, including its constituent benefit program, the
Dresser Retiree Life and Medical Program; HALLIBURTON CO;
HALLIBURTON ENERGY SERVICES INCORPORATED WELFARE BENEFITS PLAN
Plaintiffs - Appellants
v.
JAMES GRAVES; PHIL GRIFFIN; PAUL M BRYANT, individually and as
representatives of a requested class of all similarly situated
persons
Defendants - Appellees
Appeal from the United States District Court
for the Southern District of Texas, Houston
No. 4:04-CV-280
ON PETITION FOR REHEARING EN BANC
(Opinion 8/30/06, 5th Cir., Halliburton Co. Benefits Comm. v.
Graves, 463 F.3d 360)
Before KING, STEWART, and DENNIS, Circuit Judges.
PER CURIAM:
Treating the Petition for Rehearing En Banc as a Petition
for Panel Rehearing, the Petition for Panel Rehearing is DENIED.
No member of the panel nor judge in regular active service of the
court having requested that the court be polled on Rehearing En
United States Court of Appeals
Fifth Circuit
F I L E D
February 13, 2007
Charles R. Fulbruge III
Clerk

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Banc (FED. R. APP. P. and 5TH CIR. R. 35), the Petition for
Rehearing En Banc is DENIED.
Having carefully considered the petition for rehearing, we
clarify that this decision results from and is limited to the
specific language used in the corporate documents involved in the
Halliburton-Dresser merger. For the reasons stated in the panel
opinion, this court held that section 7.09(g)(i) of the merger
agreement amended the Dresser retiree medical plan to obligate
Halliburton and Dresser to maintain the Dresser retiree medical
plan for eligible participants “except to the extent that any
modifications thereto are consistent with changes in the medical
plans provided by [Halliburton] for similarly situated active
employees.” This is not a case, for example, in which an
acquiring company limited a benefit continuation covenant to a
specified time period or included an express statement that the
merger agreement was not intended to modify or amend any
particular plan. We express no view on whether such language
would successfully limit the application of ERISA or a plan
participant’s right to sue.
Similarly, this is not a case that involved a provision
seeking to vest plan benefits. Because section 7.09(g)(i)
conditions the rights of the participants under the Dresser
retiree medical plan on Halliburton’s maintenance of benefits for
similarly situated active employees, it gives the plan sponsor
the ability to amend or terminate the plan, consistent with the

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condition. Should the provision simply have stated that the plan
would be “maintained,” without any exception allowing the plan
sponsor to amend or terminate the plan, the vesting analysis in
our decision might be different. Relatedly, we express no view
on how the other plans mentioned in section 7.09(g) of the merger
agreement would fare under our analysis, as those provisions of
the merger agreement and the complete records for those
provisions, plans, and any related agreements are not before us.

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