<PAGE> 1
As filed with the Securities and Exchange Commission on December 18, 1998
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CONOCO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0370352
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 NORTH DAIRY ASHFORD 77079
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
---------------------------
THRIFT PLAN FOR RETAIL EMPLOYEES OF CONOCO INC.
(Full title of the plan)
---------------------------
R.A. HARRINGTON
SENIOR VICE PRESIDENT, LEGAL, AND GENERAL COUNSEL
CONOCO INC.
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
(Name and address of agent for service)
(281) 293-1000
(Telephone number, including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED PROPOSED MAXIMUM
AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (2) PRICE PER SHARE (3) PRICE (3) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01 per share(1)..... 750,000 $21.19 $15,892,500 $4,419
===================================================================================================================================
</TABLE>
(1) Includes the associated rights to purchase preferred stock, which
initially are attached to and trade with the shares of Class A Common
Stock being registered hereby.
(2) Consists of shares of Class A Common Stock to be acquired by the
Trustee of the Thrift Plan for Retail Employees of Conoco Inc. (the
"Plan") pursuant to the operation thereof. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan.
(3) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act
solely for the purpose of computing the registration fee and based upon
the average of the high and low sales prices per share of Class A
Common Stock reported on the New York Stock Exchange on December 15,
1998.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the Thrift
Plan for Retail Employees of Conoco Inc. (the "Plan") required by Item 1 of Form
S-8 and the statement of availability of registrant information and other
information required by Item 2 of Form S-8 will be sent or given to employees as
specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. The registrant will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the registrant will
furnish to the Commission or its staff a copy of any or all of the documents
included in such file.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Conoco Inc., a
Delaware corporation (the "Company"), pursuant to the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
001-14521), are incorporated in this Registration Statement by reference and
shall be deemed to be a part hereof:
(1) The Company's prospectus dated October 21, 1998 as filed
with the Commission pursuant to Rule 424(b) under the Securities Act;
(2) The description of the Company's Class A Common Stock, par
value $.01 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed on September 28, 1998, as
thereafter amended from time to time for the purpose of updating,
changing or modifying such description; and
(3) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1998.
All documents filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed amendment or
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute required court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, By-laws,
disinterested director vote, stockholder vote, agreement or otherwise.
<PAGE> 4
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personably liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article 5E(2) of the Registrant's Certificate of Incorporation provides
that no director shall be personally liable to the Company or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of such Article 5E(2) shall not adversely affect any
right or protection of a director of the Registrant for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
The Company's By-laws provide for indemnification of directors and officers to
the maximum extent permitted by Delaware law.
The Company has entered into indemnification agreements with each of
its directors (collectively, "Indemnitees"). Such agreements provide that, to
the fullest extent permitted by applicable law, the Company shall indemnify and
hold each Indemnitee harmless from and against any and all losses and expenses
whatsoever (i) arising out of any event or occurrence related to the fact that
such Indemnitee is or was a director or officer of the Company, is or was
serving in another capacity with the Company, consented to be named as a person
to be elected as a director of the Company in connection with the Company's
initial public offering of the Common Stock, or by reason of anything done or
not done by such Indemnitee in such capacity and (ii) incurred in connection
with any threatened, pending or completed legal proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document Description
4.1 -- Second Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3.1 of
the Quarterly Report of the Company on Form 10-Q for the
quarterly period ended September 30, 1998, File No.
001-14521).
4.2 -- Bylaws of the Company, as amended (incorporated by
reference to Exhibit 3.2 of the Quarterly Report of the
Company on Form 10-Q for the quarterly period ended
September 30, 1998, File No. 001-14521).
4.3 -- Form of certificate representing Class A Common Stock
(incorporated by reference to Exhibit 4.3 of the
Registration Statement of the Company on Form S-8,
Registration No. 333-65977).
4.4 -- Rights Agreement dated as of October 19, 1998 between the
Company and First Chicago Trust Company of New York, as
Rights Agent, which includes as Exhibit A the form of
Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock, as Exhibit B
the form of Class A Rights Certificate and as Exhibit D the
Summary of Rights to Purchase Preferred Stock (incorporated
by reference to Exhibit 4.4 of the Registration Statement
of the Company on Form S-8, Registration No. 333-65977).
4.5 -- Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock (incorporated
by reference to Exhibit 4.5 of the Registration Statement
of the Company on Form S-8, Registration No. 333-65977).
<PAGE> 5
4.6 -- Amendment to Rights Agreement dated as of October 20, 1998
between the Company and First Chicago Trust Company of New
York, as Rights Agent (incorporated by reference to Exhibit
4.6 of the Registration Statement of the Company on Form
S-8, Registration No. 333-65977).
*4.7 -- Form of Thrift Plan for Retail Employees of Conoco Inc.
*15.1 -- Awareness Letter of PricewaterhouseCoopers LLP.
*23.1 -- Consent of PricewaterhouseCoopers LLP.
*24.1 -- Powers of Attorney (included on the signature page of the
Registration Statement).
- ------------------
* Filed herewith.
The use of original issuance securities is not contemplated. If
original issuance securities are hereafter offered and sold, an opinion
of counsel will be filed by amendment. The registrant will submit or
has submitted the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b)
of the Securities Act of 1933 if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
<PAGE> 6
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on December 18, 1998.
CONOCO INC.
By: /s/ Archie W. Dunham
--------------------------------
Archie W. Dunham
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Archie W. Dunham,
Robert W. Goldman, Rick A. Harrington and Michael A. Gist, and each of them,
severally, as his true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with
full power of substitution and resubstitution, for him and in his name, place
and stead in his capacity as a director or officer or both, as the case may be,
of Conoco Inc., a Delaware corporation (the "Company"), to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and all documents or instruments necessary or appropriate to enable the Company
to comply with the Securities Act of 1933, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of
said attorneys-in-fact and agents to do and perform in the name and on behalf of
each such director or officer, or both, as the case may be, each and every act
whatsoever that is necessary, appropriate or advisable in connection with any or
all of the above-described matters and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes, may lawfully
do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON DECEMBER 18, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Archie W. Dunham President, Chief Executive Officer and Director
- ------------------------------------------------------------
Archie W. Dunham
/s/ Robert W. Goldman Senior Vice President, Finance, and Chief
- ------------------------------------------------------------ Financial Officer (Principal Financial Officer and
Robert W. Goldman Principal Accounting Officer)
/s/ Edgar S. Woolard, Jr. Chairman of the Board and Director
- ------------------------------------------------------------
Edgar S. Woolard, Jr.
/s/ Ruth R. Harkin Director
- ------------------------------------------------------------
Ruth R. Harkin
/s/ Frank A. McPherson Director
- ------------------------------------------------------------
Frank A. McPherson
</TABLE>
<PAGE> 8
<TABLE>
<S> <C>
/s/ Gary M. Pfeiffer Director
- ------------------------------------------------------------
Gary M. Pfeiffer
/s/ William K. Reilly Director
- ------------------------------------------------------------
William K. Reilly
/s/ William R. Rhodes Director
- ------------------------------------------------------------
William R. Rhodes
/s/ Franklin A. Thomas Director
- ------------------------------------------------------------
Franklin A. Thomas
</TABLE>
<PAGE> 9
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustee (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on behalf of the Plan by
the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on December 18, 1998.
THRIFT PLAN FOR RETAIL EMPLOYEES OF
CONOCO INC.
(Plan)
By: /s/ M. Rocconi, Jr.
------------------------------------------
M. Rocconi, Jr.
Senior Vice President, Human Resources of
Conoco Inc.
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
<S> <C> <C>
4.1 -- Second Amended and Restated Certificate of Incorporation
of the Company (incorporated by reference to Exhibit 3.1 of
the Quarterly Report of the Company on Form 10-Q for the
quarterly period ended September 30, 1998, File No.
001-14521).
4.2 -- Bylaws of the Company, as amended (incorporated by
reference to Exhibit 3.2 of the Quarterly Report of the
Company on Form 10-Q for the quarterly period ended
September 30, 1998, File No. 001-14521).
4.3 -- Form of certificate representing Class A Common Stock
(incorporated by reference to Exhibit 4.3 of the
Registration Statement of the Company on Form S-8,
Registration No.
333-65977).
4.4 -- Rights Agreement dated as of October 19, 1998 between
the Company and First Chicago Trust Company of New York, as
Rights Agent, which includes as Exhibit A the form of
Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock, as Exhibit B
the form of Class A Rights Certificate and as Exhibit D the
Summary of Rights to Purchase Preferred Stock (incorporated
by reference to Exhibit 4.4 of the Registration Statement
of the Company on Form S-8, Registration No. 333-65977).
4.5 -- Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock (incorporated
by reference to Exhibit 4.5 of the Registration Statement
of the Company on Form S-8, Registration No. 333-65977).
4.6 -- Amendment to Rights Agreement dated as of October 20,
1998 between the Company and First Chicago Trust Company of
New York, as Rights Agent (incorporated by reference to
Exhibit 4.6 of the Registration Statement of the Company on
Form S-8, Registration No. 333-65977).
*4.7 -- Form of Thrift Plan for Retail Employees of Conoco Inc.
*15.1 -- Awareness Letter of PricewaterhouseCoopers LLP.
*23.1 -- Consent of PricewaterhouseCoopers LLP.
*24.1 -- Powers of Attorney (included on the signature page of the
Registration Statement).
</TABLE>
- -------------------
* Filed herewith.
<PAGE> 1
EXHIBIT 4.7
THRIFT PLAN FOR RETAIL EMPLOYEES OF CONOCO INC.
RULES AND REGULATIONS
Adopted [Date], 1998
Effective January 1, 1999
<PAGE> 2
SUMMARY OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
I. PURPOSE I-1
II. DEFINITIONS II-1
III. ELIGIBILITY AND PARTICIPATION III-1
A. Eligibility Requirements
B. Commencement of Participation
C. Participation Non-Mandatory
D. Providing Plan Rules
E. Transfers to Conoco
F. Termination of Participation
IV. EMPLOYEE PARTICIPATION IV-1
A. Participation by Payroll Deduction
B. Change in Participation
C. Change in Participation for Highly
Compensated Participants
D. Participation by Direct Remittance
E. Temporary Employee--Insufficient Earnings
F. Transfer of Fund to Trustee
G. Internal Revenue Code Limitations
V. CONOCO CONTRIBUTIONS V-1
A. Amount of Company Contributions
B. Additional Company Contributions
C. Transfer of Funds to Trustee
VI. LIMITATION ON ANNUAL ADDITIONS VI-1
VII. INVESTMENT PROVISIONS VII-1
A. Investment Direction
B. Fund Transfer(s)
C. Investment Options
D. Uninvested Funds
E. Trustee Action
F. Trustee - Maintenance of Assets
VIII. CREDITS AND CHARGES TO EMPLOYEE ACCOUNTS VIII-1
A. Allocation of Income and Costs on Investments
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
IX. SUSPENSION OF DEPOSITS IX-1
A. Involuntary Suspension of Deposits
B. Voluntary Suspension of Deposits
C. Company Contributions During Suspension
X. WITHDRAWALS X-1
A. Full Withdrawals - Retirement
B. Full Withdrawals - Other Than Retirement
C. Partial Withdrawals
D. Early Distribution Tax Exemption
E. Compliance with Minimum Distribution Rules
F. Waiver of Notice
G. Twenty Percent Withholding
XI. LOANS XI-1
A. Eligibility for a Loan
B. Obtaining Funds for a Loan
C. Maximum Amount of Loan
D. Loan Repayment Period
E. Rate of Interest
F. Frequency of Loans
G. Method of Loan Repayment
H. Exceptions to Normal Method of Repayment
I. Prepayment of Loan Balance
J. Loan Defaults
K. Loan Administrator--Authority/Responsibilities
L. Suspension of Loans
XII. BENEFICIARIES, TERMINATED EMPLOYEES AND
ALTERNATE PAYEES XII-1
A. Beneficiary Designation
B. Payment to Beneficiary(s)
C. Payment to Terminated Employees
D. Qualified Domestic Relations Order
E. Sale of Business or Facility
XIII. AFFILIATED COMPANIES XIII-1
A. Affiliated Company Participation
B. Affiliated Company Authority
XIV. ADMINISTRATION IV-1
A. Trustee
B. Employee Benefit Plans Board
C. Thrift Plan Regulations
D. Recognition of Agency of a Member
E. Thrift Plan Audit
F. Reporting to Plan Members
G. Administrative Liability
H. Administrative Expense
I. Claims by Members
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
XV. NOTICES AND OTHER COMMUNICATIONS XV-1
A. Plan Communication to Members
B. Member Communications to the Plan
C. Third-Party Communications to the Plan
XVI. NONASSIGNABILITY XVI-1
A. Assignments After January 1, 1976
B. Assignments Prior to January 1, 1976
C. Trustee Payments to Lenders
XVII. TERMS OF EMPLOYMENT UNAFFECTED XVII-1
XVIII. CONSTRUCTION XVIII-1
XIX. PLAN MODIFICATION AND TERMINATION XIX-1
A. Method of Modification
B. Members' Rights Upon Modification
C. Merger, Transfer or Consolidation of Plan
XX. EFFECTIVE DATE XX-1
A. Board of Directors' Approval
B. Trustee Certification
C. Chapter 2 Members
XXI. OPERATION OF THE PLAN AS A TOP-HEAVY PLAN XXI-1
A. Minimum Vesting
B. Minimum Contributions
C. Effect on Limitation on Annual Additions
D. Definitions
XXII. QUALIFIED DOMESTIC RELATIONS ORDER XXII-1
A. Status of QDRO
B. Distribution of Before Tax Account Funds
XXIII. ROLLOVERS AND TRUST TO TRUST TRANSFERS
A. Rollovers/Transfers to Plan
B. Rollovers From Plan
XXIV. MISCELLANEOUS XXIV-1
A. USERRA Compliance
B. Failure to Qualify Initially
APPENDIX A A-1
</TABLE>
<PAGE> 5
THRIFT PLAN FOR RETAIL EMPLOYEES OF CONOCO INC.
I. PURPOSE
The purpose of this Plan is to encourage Retail Employees to save
systematically a portion of their current compensation and to assist
them to accumulate additional means for the time of their retirement.
I - 1
<PAGE> 6
II. DEFINITIONS
Unless the context otherwise requires, the following words as used
herein shall have the following meanings:
A. "Affiliated Company" or "Affiliated Companies" shall mean any
corporation(s) of which Conoco Inc. owns, directly or
indirectly, at least 25 percent of the issued and outstanding
stock entitled to vote for the election of directors, E. I.
du Pont de Nemours and Company, and any corporation(s) of
which E. I. du Pont de Nemours and Company owns, directly or
indirectly, at least 25 percent of the issued and outstanding
stock entitled to vote for the election of directors.
B. "Annual Additions" shall mean the sum for any year of
Corporate Employer contributions, including contributions to a
Participant's Before-Tax Account, and the Participant's
Employee Contributions; provided, however, that Annual
Additions for any Plan Year before 1987 shall not be
recomputed to treat all Employee Contributions made by
Participants as Annual Additions. Annual additions also shall
include contributions described in Code section 415(l) and
contributions for medical benefits within the meaning of Code
section 419A(f)(2).
C. "Basic Deposits" shall mean all deposits:
1. Made by a Participant to his Employee Account on and
after January 1, 1999, on a monthly basis, other than
as provided in Article X.C.1.b., not in excess of six
percentage of the Participant's Compensation at the
time of such deposit; and
2. Defined as Basic Deposits under the terms of the
Thrift Plan for Employees of Conoco Inc. that were
transferred to this Plan pursuant to a trust-to-trust
asset transfer from the Thrift Plan for Employees of
Conoco Inc. Basic Deposits as defined in Article
II.C.1. shall not be eligible for matching Company
Contributions pursuant to Article V.A.1.
D. "Beneficiary Member" shall mean an entity (including, but not
limited to, individuals, trusts, estates, partnerships,
corporations, unincorporated organizations, and associations)
that has been designated as a beneficiary pursuant to Article
XII.A. And for which the Trustee holds an Employee Account.
E. "Benefit Board" shall mean the Employee Benefit Plans Board
created and appointed as provided in Article XIV.B. Hereof.
F. "Board" shall mean the Board of Directors of Conoco Inc.
G. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
II - 1
<PAGE> 7
H. "Company Contributions" shall mean all contributions to a
Participant's Employee Account made by Conoco pursuant to
Article V. of the Plan and all contributions made to a
Participant's Employee Account in the Thrift Plan for
Employees of Conoco Inc. made pursuant to Article V. of the
Thrift Plan of Employees of Conoco Inc. that are transferred
to this Plan pursuant to a trust-to-trust transfer of assets
from the Thrift Plan for Employees of Conoco Inc. As used
herein, this term shall not include deposits to a
Participant's Before Tax Account.
I. "Compensation" shall mean the regular compensation paid to a
Participant for services rendered to Conoco, or which a
Participant has elected to defer pursuant to a cash or
deferred arrangement provided for under Section 401(k) of the
Code excluding any bonuses, commissions, overtime, or special
pay, under rules uniformly applicable to all Participants
similarly situated. "Compensation" shall include amounts,
which a Participant contributed to a Dependent Care Spending
Account or a Health Care Spending Account sponsored by Conoco
Inc. as authorized by Section 125 of the Code.
The annual compensation of each Participant taken into account
for determining all benefits provided under the Plan for any
determination period shall not exceed $150,000, as such limit
is adjusted by the Secretary as provided under section 415(d)
of the Code. If the period for determining compensation used
in calculating an allocation for a determination period is a
short Plan Year (i.e. shorter than 12 months), the annual
compensation limit is an amount equal to the otherwise
applicable annual compensation limit multiplied by a fraction,
the numerator of which is the number of months in the short
Plan Year, and the denominator of which is 12.
J. "Conoco" shall mean Conoco Inc., a Delaware corporation,
and/or any Affiliated Company participating in the Plan as
hereinafter provided in Article XIII.
K. "Corporate Employer" shall mean an employer as defined in Code
Section 414(b) and 414(c), as modified by Section 415(h) of
the Code.
L. "Defined Benefit Plan" shall mean any plan qualified under the
Internal Revenue Code, which is not a Defined Contribution
Plan.
M. The "Defined Benefit Plan Fraction" for any year shall mean a
fraction, the numerator of which is an amount representing the
total Projected Annual Benefit of the Participant under all
Defined Benefit Plans of the Corporate Employer, determined as
of the close of the year, and the denominator of which is the
lesser of (i) the product of 1.25 multiplied by $90,000 (or
such greater amount as may be allowable in accordance with
regulations, rulings, or other official announcements issued
by the Secretary of Treasury or his delegate), or (ii) the
product of 1.4 multiplied by 100% of the Participant's average
compensation for his high 3 years.
II - 2
<PAGE> 8
N. "Defined Compensation" shall have the following meaning.
Compensation, for purposes of applying the limitations of
section 415, includes the following: (a) wages, salaries,
fees for professional services and other amounts received
(whether or not in cash) for personal services actually
rendered in the course of employment with an employer
maintaining the plan to the extent includible in gross income
(including fringe benefits, reimbursements, and expense
allowances); (b) earned income (with respect to Employees
within the meaning of section 401(c)(1)); (c) foreign earned
income (as defined in section 911(b)); (d) amounts described
in sections 104(a)(3), 105(a) and 105(h) but only to the
extent they are includible in the Employee's gross income; (e)
amounts paid or reimbursed by the employer for moving expenses
incurred by the Employee to the extent that such amounts are
not deductible under section 217; (f) the value of a
nonqualified stock option granted to an Employee by the
employer to the extent the value is includible in the
Employee's gross income; and (g) the amount includible in the
Employee's gross income upon making the election in section
83(b); and (h) any elective deferral (as defined in section
402(g)(3)), and any amount which is contributed or deferred by
the employer at the election of the employee and which is not
includible in gross income of the employee by reason of
section 125 or 457.
Compensation for purposes of section 415 does not include the
following: (a) distributions from a deferred compensation
plan (except from an unfunded nonqualified plan when
includible in gross income); (b) amounts realized from the
exercise of a nonqualified stock option, or when restricted
stock (or property) held by an Employee either becomes freely
transferable or is no longer subject to a substantial risk of
forfeiture; (c) amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock
option; and (d) other amounts which receive special tax
benefits, such as premium for group term life insurance (to
the extent excludable from gross income) or employer
contributions for the purchase of an annuity contract
described in section 403(b) of the Code.
In determining whether there have been excess aggregate
contributions under Section 401(m) of the Code, "compensation
used in such determination shall be the same as "defined
compensation" described above.
O. "Defined Contribution Plan" shall mean a plan qualified under
the Code which provides for an individual account for each
Participant and for benefits based solely on the amounts
contributed to the Participant's Account, and any income,
expenses, gains, and losses which may be allocated to such
Participant's Employee Account.
P. The "Defined Contribution Plan Fraction" for any year shall
mean a fraction, the numerator of which is the sum of the
Annual Additions to the Participant's Employee Account in all
Defined Contribution Plans of the Corporate Employer as of the
close of the year, and the denominator of which is the sum of
the lesser of the following amounts determined for such year
and for each prior year of service with the Corporate
Employer: (i) the product of 1.25 multiplied by the dollar
limitation
II - 3
<PAGE> 9
under Section 415(c)(1)(A) of the Code for such year
(determined without regard to Section 415(c)(6) of the Code),
or (ii) the product of 1.4 multiplied by 25% of the Employee's
Defined Compensation for such year. In applying this
definition with respect to years beginning before January 1,
1976:
1. The aggregate amount taken into account in
determining the numerator of the Defined Contribution
Plan Fraction may not exceed the aggregate amount
taken into account in determining the denominator of
the Defined Contribution Plan Fraction, and
2. The amount taken into account in determining the
amount of a Participant's Employee Contributions in
excess of 6 percent of his Defined Compensation for
any year concerned shall be an amount equal to:
a. the excess of the aggregate amount of
Employee Contributions for all years
beginning before January 1, 1976, during
which the Employee was an active Participant
in the Defined Contribution Plan(s) of the
Corporate Employer, over 10 percent of the
Participant's aggregate Defined Compensation
for all such years, multiplied by a fraction,
the numerator of which is 1 and the
denominator of which is the number of years
beginning before January 1, 1976, during
which the Employee was an active Participant
in the Defined Contribution Plan.
For the purpose of 2 above, Employee
Contributions made on or after October 2,
1973, shall be taken into account only to the
extent that the amount of such contributions
does not exceed the maximum amount of
Employee Contributions permissible under the
Defined Contribution Plan(s) as in effect on
October 2, 1973.
An amount shall be subtracted from the numerator of the
Defined Contribution Plan Fraction (not exceeding such
numerator) as prescribed by the Secretary of the Treasury so
that the sum of the Defined Benefit Plan Fraction and the
Defined Contribution Plan Fraction computed under Code section
415(e)(1) does not exceed 1.0 for Plan Years after 1985.
Q. "Du Pont" shall mean E. I. du Pont de Nemours and Company, a
Delaware corporation.
R. "Employee" shall mean any person in the employ of Conoco,
other than a person who is receiving a pension, severance pay,
retainer, commission or fee under contract or an individual
who must be treated as an employee of Conoco for limited
purposes under the "leased employee" provisions of Section
414(n) of the Code, but shall exclude all persons engaged
exclusively in the operation of tankers, boats, and barges
except:
II - 4
<PAGE> 10
1. In the Gulf Intercoastal Waterway; and
2. Offshore supply boats serving Conoco lightening
operations in the Gulf of Mexico.
Any person shall cease to be an Employee, as defined herein,
on termination of service, and shall not again become an
Employee for purposes of this Plan prior to his reemployment
date unless he is rehired prior to incurring a One-Year
Break-in-Service.
The term "Employee" shall include an individual who must be
treated as an Employee under section 414(n) of the Code (a
"Leased Employee"), but only to the extent required by that
Code section and final regulations thereunder. A Leased
Employee shall be treated as an Employee for purposes of
determining Hours of Service for participation and
nonforfeitability of benefits (in the event the individual
becomes an Employee without regard to this paragraph). A
Leased Employee shall be treated as an Employee for purposes
of the other requirements set out in section 414(n)(3) of the
Code.
S. "Employee(s) Account(s)" or "Employee's Account" shall mean
all cash and other assets held by the Trustee under the Plan
for the account of a Member.
1. "Regular Account" shall mean all cash and other
assets held by the Trustee which resulted from
contributions made to the Plan, or earnings thereon,
other than those in a Member's Before-Tax Account.
2. "Before-Tax Account" shall mean all cash and other
assets held by the Trustee which resulted from
contributions made to the Plan designated for the
Before-Tax Account, or earnings thereon, pursuant to
a cash or deferred arrangement of Section 401(k) of
the Code.
T. "Employee Contributions" shall mean all Basic Deposits made by
a Participant to his Employee Account, all Supplemental
Deposits made by a Participant or a Transferred Member to his
Employee Account, and all assets transferred to this Plan in a
trust-to-trust transfer from the Thrift Plan for Employees of
Conoco Inc. that were defined as Employee Contributions under
the terms of the Thrift Plan for Employees of Conoco Inc.
Employee Contributions shall not include Basic Deposits made
by a Participant to his Before Tax Account for purposes of
Article II.B.
U. "Employment Date" shall mean the date on which an Employee is
first employed by Conoco and on which an Employee completes
one hour of service.
II - 5
<PAGE> 11
V. "Fund Transfer" shall mean an instruction by a Member to the
Trustee to sell, liquidate, or redeem any investment in an
Investment Option Fund in such Member's Employee Account, and
transfer the proceeds to another Investment Option Fund in his
Employee Account pursuant to the terms of the Plan. A Fund
Transfer may not be made from an Investment Option Fund in a
Member's Regular Account to an Investment Option Fund in a
Member's Before Tax Account, or vice versa.
W. "Hardship" shall mean a showing by a Participant (1) that he
has an immediate and heavy financial need and (2) that the
hardship distribution is necessary to satisfy the immediate
and heavy financial need.
A. Immediate and Heavy Financial Need
A Participant may establish the existence of an
immediate and heavy financial need in one of two
ways.
1. Facts and Circumstances Need Requirements
A Participant may demonstrate by facts and
circumstances the existence of an immediate
and heavy financial need created by an
emergency or extraordinary circumstance.
2. Deemed Need Requirements
A Participant may show that his immediate and
heavy financial need results from one of the
following deemed hardship conditions:
a. Medical expenses described in
Section 213(d) of the Code incurred
by the Participant, the
Participant's spouse or any
dependents of the Participant.
b. Purchase (excluding mortgage
payments) of a principal residence
for the Participant.
c. Payment of tuition and related
educational fees for the next 12
months of post-secondary education
for the Participant, the
Participant's spouse, children or
dependents; or
d. The need to prevent the eviction of
the Participant from his principal
residence or foreclosure on the
mortgage of the Participant's
principal residence.
II - 6
<PAGE> 12
B. Necessity of Hardship Distribution
A Participant may establish that the hardship
distribution is necessary to satisfy his immediate
and heavy financial need in one of two ways. Under
no circumstances will a distribution be considered
necessary to satisfy an immediate and heavy financial
need if it is in excess of that need.
1. Facts and Circumstances Distribution
Requirements
A Participant may demonstrate by all relevant
facts and circumstances that the distribution
is necessary to satisfy the hardship need.
Under this facts and circumstances option, a
Participant must establish in a sworn and
notarized statement that the immediate and
heavy financial need cannot be relieved:
a. Through reimbursement or
compensation by insurance or
otherwise;
b. By reasonable liquidation of the
Participant's assets to the extent
such liquidation would not itself
cause an immediate and heavy
financial need;
c. By cessation of Employee elective
deferrals and Employee savings under
the Thrift Plan; or
d. By other distributions or loans from
any plans maintained within the Du
Pont controlled group of companies
or from plans maintained by any
other employer or by borrowing from
commercial sources on reasonable
commercial terms.
For purposes of the preceding paragraph,
assets of the Participant include assets of
the Participant's spouse and minor children
reasonably available to the Participant.
Property held for a Participant's child under
any irrevocable trust or under the Uniform
Gifts to Minors Act shall not, however, be
treated as an available resource of the
Participant.
2. Deemed Distribution Requirements
A Participant's request for a distribution to
meet an immediate and heavy financial need
may be deemed necessary to satisfy the need.
Under this option, a Participant must
establish in a sworn and notarized statement
that:
a. The distribution is not in excess of
the amount of the Participant's
immediate and heavy financial need;
and
II - 7
<PAGE> 13
b. The Participant has obtained all
distributions, other than hardship
distributions, and all loans
currently available under all plans
maintained by the Du Pont controlled
group of companies.
If a Participant elects to have the
establishment of "necessary to satisfy the
immediate and heavy financial need" handled
under the deemed standard set forth in
paragraph B.2. Above, the following
consequences shall, in all cases, apply:
(1) the Participant will be
prohibited from making any
Employee elective deferrals
and Employee Contributions
under the Thrift Plan and all
other plans, with the
exception of health and
welfare benefit plans,
maintained by the Du Pont
controlled group of companies
for a period of twelve (12)
months after receipt of the
hardship distribution; and
(2) the Participant will be
prohibited from making
elective deferrals under the
Thrift Plan and all other
plans maintained by the Du
Pont controlled group of
companies for the
Participant's taxable year
immediately following the
year of the hardship
distribution in excess of the
applicable limit under
Section 402(g) of the Code
for such next taxable year
less the amount of such
Participant's elective
deferrals for the taxable
year of the hardship
distribution.
C. Withdrawable Amount
The amount which may be withdrawn cannot exceed the
total of the Participant's contributions to his
Before Tax Account (and income allocable thereto
credited to a Participant's Before-Tax Account as of
December 31, 1988) nor the amount necessary to
satisfy the immediate and heavy financial need
created by the hardship. At the request of the
Participant, the amount of an immediate and heavy
financial need may include any amounts necessary to
pay any federal income taxes or penalties reasonably
anticipated to result from the distribution.
X. "Highly Compensated" refers to highly compensated active
Employees and highly compensated former Employees, as defined
herein.
1. A highly compensated active Employee includes any
Employee who performs service for the Corporate
Employer during the determination year
II - 8
<PAGE> 14
and who, during the look-back year: (i) received
compensation from the Corporate Employer in excess of
$80,000 (as adjusted pursuant to section 415(d) of
the Internal Revenue Code) or (ii) who was a 5% owner
at any time during the determination year or look
back year.
2. For the purpose of determining who is a Highly
Compensated Employee, the determination year shall be
the Plan Year. The look-back year shall be the
12-month period immediately preceding the
determination year.
3. If an Employee is, during a determination year or
look-back year, a family member of either a 5 percent
owner who is an active or former Employee or a Highly
Compensated Employee who is one of the ten most
Highly Compensated Employees ranked on the basis of
compensation paid by the Corporate Employer during
such year, then the family member and the 5 percent
owner or top-ten Highly Compensated Employee shall be
aggregated. In such case, the family member and 5
percent owner or top-ten Highly Compensated Employee
shall be treated as a single Employee receiving
compensation and plan contributions or benefits equal
to the sum of such compensation and contributions or
benefits of the family member and 5 percent owner or
top-ten Highly Compensated Employee. For purposes of
this section, family member includes the spouse,
lineal ascendants and descendants of the Employee or
former Employee and the spouses of such lineal
ascendants and descendants.
4. The determination of who is a Highly Compensated
Employee, including the determinations of the number
and identity of Employees in the top-paid group, the
top 100 Employees, the number of Employees treated as
officers and the compensation that is considered,
will be made in accordance with section 414(q) of the
Internal Revenue Code and the regulations thereunder.
5. A highly compensated former Employee includes any
Employee who separated from service (or was deemed to
have separated) prior to the determination year,
performs no service for the Corporate Employer during
the determination year, and was a 5 percent owner of
the Corporate Employer at any time during the year or
received compensation in excess of $50,000 during the
year for either the separation year or any
determination year ending on or after the Employee's
55th birthday.
Y. "Hour(s) of Service" shall mean each hour for which an
Employee is compensated or entitled to compensation for the
performance of duties and includes each such hour for which
back pay, irrespective of mitigation of damages, has been
awarded or agreed to by Conoco. An hour of service also
includes each hour for which an Employee is compensated or
entitled to compensation on account of a period of time during
which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation,
holiday, illness, incapacity (including
II - 9
<PAGE> 15
disability), jury duty, military duty or Conoco approved leave
of absence as well as hours of time required to be taken into
account by reason of Sections 414(b) and 414(c) of the Code.
Hours shall be credited to the computation period during which
the duties are performed or to which the payment relates and,
in the case of a period where no duties are performed, shall
be credited on the basis of the number of regularly scheduled
working hours during the period. All hours shall be
calculated and credited in conformance with Sections
2530.200B-2(b) and (c) of Department of Labor regulations,
which are incorporated herein by reference. For purposes of
crediting Hours of Service for vesting and for eligibility to
participate in the Plan, the term "Employee" shall have the
meaning stated in Article II.R. Except that the term "Conoco"
shall mean Conoco Inc., a Delaware corporation, and/or any
Affiliated Company regardless of whether said company
participates in the Plan, and the term "Employee" shall
include persons who would come within the definition of
"Employee" but for the fact that they are in a class of
employees excluded from participation in the plan.
Z. "Incapacity" shall mean the condition of a Participant's
health whereby he is unable to perform his job function as a
Retail Employee, as determined by the Benefit Board.
AA. "Investment Direction" shall mean an instruction by a
Participant to the Trustee to invest future deposits,
contributions and income pursuant to the terms of the Plan.
BB. "Investment Manager" shall mean an investment advisor
registered under the Investment Advisors Act of 1940, a bank
(other than the Trustee) as defined in that Act, or an
insurance company qualified to perform investment management
services which shall be designated or appointed as provided in
Article XIV.A.4.
CC. "Limitation on Annual Additions" shall mean the limitation on
contributions to a Participant's Employee Account as provided
in Article VI.
DD. The masculine pronoun shall mean the feminine whenever
appropriate.
EE. "Member" shall mean any person for whom the Trustee holds an
Employee Account, including a Participant with a zero balance
in his Regular Account due to a withdrawal pursuant to Article
X.C.1 who has elected to resume making Basic Deposits
immediately upon the completion of the suspension imposed by
Article X.C.1.b.
FF. "Non-spouse Beneficiary Member" shall mean any person who is
designated a beneficiary in accordance with Article XII. Who
is not a Spouse Beneficiary Member as defined in Article II.
QQ. and for whom the Trustee holds an Employee Account.
II - 10
<PAGE> 16
GG. "One-Year Break-in-Service" shall mean any 12 consecutive
month period commencing upon an:
1. Employment Date, or anniversary thereof, or
2. Reemployment Date, or anniversary thereof,
During which an Employee does not complete 500 Hours of
Service.
Notwithstanding anything in this Plan to the contrary, for
absences beginning after December 31, 1984, and upon
presentation of proof satisfactory to the Benefit Board, an
Employee who is absent from work for reasons of the
individual's pregnancy, birth or adoption of a child, or for
purposes of caring for the child immediately following its
birth or adoption, will be deemed to have completed up to a
maximum of 501 hours of service during the period of 12
consecutive months commencing on the individual's most recent
Employment Date, Reemployment Date, or anniversary thereof
(whichever is applicable), commencing on the first date of
such absence, unless such Employee has already earned more
than 500 hours of service during such period of employment,
then such Employee shall receive credit for up to a maximum of
501 Hours of Service in the subsequent 12-consecutive-month
period for the purpose of preventing a One-Year
Break-in-Service.
Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to
qualified military service shall be provided in accordance
with section 414(u) of the Code.
HH. "Participant" shall mean an Employee who is a Retail Employee
and who is eligible for and has commenced participation in
this Plan in accordance with Article III. of this Plan.
II. "Plan" or "Retail Thrift Plan" shall mean this Thrift Plan for
Retail Employees of Conoco Inc.
JJ. "Plan Year" shall mean a twelve-month period commencing on
January 1 and ending on December 31.
KK. "Projected Annual Benefit" shall mean the benefits, which are
projected to be paid annually under all Defined Benefit Plans
of the Corporate Employer to an Employee payable as a straight
life annuity commencing at Normal Retirement Date. Such
projection shall be based on the assumptions that:
1. The Employee's compensation for all future years will
equal his Compensation for the year of computation,
II - 11
<PAGE> 17
2. The Employee's future participation in the Defined
Benefit Plans of the Corporate Employer will continue
uninterrupted until he has reached his Normal
Retirement Date and that he will earn a full year of
Creditable Service for each full year he participates
in the Defined Benefit Plans of the Corporate
Employer during that period, and
3. All other relevant factors considered in computing
the benefits, such as provisions of the Defined
Benefit Plans of the Corporate Employer and social
security benefit levels, will remain constant with
the year of computation.
LL. "QDRO Member" shall mean an individual for whom the Trustee
holds an Employee Account pursuant to a Qualified Domestic
Relations Order.
MM. "Reemployment Date" shall mean the date following five
One-Year Breaks in Service on which a previously employed
person is reemployed and completes an Hour of Service.
NN. "Retail Employee" shall mean an Employee associated with the
Company's retail business. An Employee's status as a Retail
Employee shall be determined by reference to a numeric and/or
alpha code maintained by the Company.
OO. "Retired Member" shall mean a former Participant who has (i)
taken normal, early or incapacity retirement under the
Retirement Plan (ii) or who has completed 10 years of service
and attained age 50 prior to his separation from service, and
for whom the Trustee holds an Employee Account.
PP. "Retirement Plan" shall mean The Retirement Plan of Conoco
Inc., which became effective July 1, 1947, as from time to
time amended, or the Employees' Retirement Plan of Continental
Carbon Company, which became effective July 1, 1945, as from
time to time amended, or the Kayo Pension Plan of Kayo Oil
Company which became effective April 26, 1954, as from time to
time amended.
QQ. "Rollover Member" shall mean an Employee, who is not a
Participant from whom the Trustee has accepted a rollover or
trust-to-trust transfer of assets from a qualified plan or an
individual retirement account in accordance with the
provisions of Article XXIII. Of this Plan.
RR. "Spouse Beneficiary Member" shall mean the spouse of a
Participant or Retired Member at the time of such
Participant's or Retired Member's death, who, in accordance
with Article XII.A. is the designated beneficiary of such
Participant or a Retired Member and for whom the Trustee holds
an Employee Account.
SS. "Supplemental Deposits" shall mean all deposits to a Member's
Employee Account in excess of Basic Deposits and Company
Contributions, including all assets
II - 12
<PAGE> 18
transferred to this Plan in a trust-to-trust transfer from the
Thrift Plan for Employees of Conoco Inc. that were defined as
Supplemental Deposits under the terms of the Thrift Plan for
Employees of Conoco Inc. Supplemental Deposits may not exceed
the sum of:
1. 12 percent of his compensation earned prior to
January 1, 1976, for all years since he became a
Participant in the Plan;
2. 16 percent of his compensation earned after December
31, 1975, for all years since he became a Participant
in the Plan; and
3 19 percent of his compensation earned after December
31, 1996, for all years since he became a Participant
in the Plan; less
4. The amount of Basic Deposits during such period which
have not been withdrawn from his Employee Account.
Only a Participant or a Transferred Member may make
Supplemental Deposits.
TT. "Terminated Member" shall mean a former Participant, who has
terminated his employment with Conoco at a time when he was
not eligible for normal, early or incapacity retirement under
the Retirement Plan, for whom the Trustee holds an Employee
Account, except that the term "Terminated Member" shall not
include a former Participant who terminated his employment
with Conoco after completing ten years of service and
attaining age 50.
UU. "Thrift Plan" shall mean the Thrift Plan for Employees of
Conoco Inc.
VV. "Transferred Member" shall mean a former Participant, who has
been transferred from Conoco, at the request or with the
consent of Conoco, to a nonparticipating Affiliated Company or
who has remained an Employee of Conoco, but who has ceased to
be a Retail Employee and who has left his Employee Account in
the Plan.
WW. "Trustee" shall mean the Trustee under the Plan hereinafter
named in Article XIV.A. Or any successor to said Trustee.
XX. "Vesting (vested)" shall mean the nonforfeitable right of a
Participant in the Plan to his total Regular Account, which
shall be acquired only on the earlier of:
1. Five years of participation since the most recent
date of enrollment in the Plan or Thrift Plan for
Employees of Conoco Inc., a year of participation
being defined as:
a. On or after January 1, 1976, but prior to
October 1, 1988, 12 consecutive months of
Basic Deposits; and
II - 13
<PAGE> 19
b. After September 30, 1988, 12 consecutive
months during which a non-vested Participant
maintains a positive account balance or makes
at least one monthly contribution to this
Plan or the Thrift Plan, except that the
fifth year of participation under Article
II.VV.1.b. shall be deemed a year of
participation upon the first day of the fifth
month of the 12 month period; or
2. On or after January 1, 1976, but before October 1,
1988, a total of ten cumulative years of service or,
on or after October 1, 1988, a total of five
cumulative years of service, including for any
Participant whose Employment Date is January 1, 1993,
or later, a total of five cumulative years of service
that includes four years of participation in the Plan
or the Thrift Plan for Employees of Conoco Inc. any
such year commencing upon an:
a. Employment Date, and anniversary date
thereof; or
b. Reemployment Date, and anniversary date
thereof,
during which an Employee completes 1,000 or more hours of
service, provided that any period before termination of
employment if there was also a complete withdrawal from the
Plan which occurred prior to January 1, 1976, shall not count
for vesting purposes, and further provided that service
subsequent to five consecutive One-Year Breaks-in-Service
shall not count toward vesting a Participant's Employee
Account which accumulated prior to such five One-Year
Breaks-in-Service, or
3. Attaining the age of 65, which is the Normal
Retirement Age under this Plan.
A Member shall be vested in his Before-Tax Account and in that
portion of his Regular Account derived from his Employee
Contributions at all times. The portion of a Member's Regular
Account derived from his Employee contributions is his Basic
Deposits and Supplemental Deposits and all income, expenses,
gains and losses attributable thereto.
If a Member is vested when he ceases to be an Employee, he
shall be vested upon becoming an Employee again thereafter.
If a Member is not vested when he ceases to be an Employee,
and he becomes an Employee again thereafter, his prebreak
service shall be disregarded in determining the vesting of his
post-break accrued benefit only if the number of consecutive
One-Year Breaks in Service equals or exceeds the greater of
five or the aggregate number of the Member's years of service
prior to the break in service.
II - 14
<PAGE> 20
YY. "Year" shall mean the twelve month period commencing January 1
and ending the following December 31.
II - 15
<PAGE> 21
III. ELIGIBILITY AND PARTICIPATION
A. Eligibility Requirements
Except as hereinafter otherwise provided, eligibility for
participation in the Plan shall be open to:
1. any full time, regular Retail Employee and
2. any Retail Employee who has completed a period of 12
consecutive months commencing on the Employee's
Employment or Re-Employment Date, whichever is
applicable, or a succeeding anniversary of such date,
during which he completes 1,000 or more Hours of
Service; and,
3. any Retail Employee, including a Member who is
rehired and again becomes a Retail Employee, who
previously met the requirements of either paragraph 1
of this Article III.A.
For purposes of this Article III.A. only, on and after January
1, 1993, a Participant will be treated as having completed 190
hours of service for each month in which he completes at least
one hour of service.
B. Commencement of Participation
1.(a) A Retail Employee may commence his participation on
the first day of the calendar month following the
month in which he becomes eligible, provided he files
with the Benefit Board or its delegee a notice of his
election to become a Participant of the Plan, such
notice to be in the manner prescribed by the Benefit
Board, or in the event an eligible Retail Employee
does not elect to participate when first eligible, he
may thereafter commence participation as of the first
day of the calendar month following the date he files
with the Benefit Board or its delegee a notice of his
election to become a Participant in the Plan,
provided, however, that no Retail Employee who is on
a Conoco approved leave of absence or is otherwise
absent from work on the date he becomes eligible may
become a Participant in the Plan until the day of his
return from such absence. Commencement of
participation in the Plan by an eligible Retail
Employee shall be accomplished by his election to
make deposits as hereinafter provided.
(b) A Retail Employee who does not elect to become a
Participant pursuant to Article III.B.1.(a) shall
become a Participant for the purpose of being
eligible to receive Company Contributions pursuant to
Article V.A.2 if he is a Retail Employee on the last
business day of February or the last business day of
August.
III - 1
<PAGE> 22
C. Participation in the Plan by an Employee shall be voluntary,
however notwithstanding the effective date of participation
set forth in Article III.B.1, a Retail Employee who has met
the eligibility requirements of Article III.A., but who has
not elected to commence participation pursuant to Article
III.B.1, shall receive an Employer Contribution described in
Article V.A.2 on April 1 and October 1, respectively, of each
year that he is a Retail Employee on the last day of February
and the last day of August, respectively, of such year.
D. Each Retail Employee at the time of becoming a Participant in
the Plan or within a reasonable period thereafter shall be
given a copy of the Summary Plan Description, describing the
Plan, as effective at that time.
E. Transfers to Conoco
1. An employee of a nonparticipating Affiliated Company
or of a corporation that has adopted a profit sharing
plan administered by a nonparticipating Affiliated
Company, who is transferred at the request of such
Affiliated Company or corporation and Conoco to the
employ of Conoco, may participate in this Plan
provided such Employee has satisfied the requirement
of Article III. A.2., 3., or 4. The years of
participation by an Employee in the profit sharing
plan of such nonparticipating Affiliated Company or
corporation, if any, shall be included in determining
an Employee's years of participation in this Plan.
The years of service of an employee in a
nonparticipating Affiliated Company or corporation
profit sharing plan which would have been counted as
years of service under this Plan had the Employee
been a member of this Plan, shall be included in
determining the Employee's years of service under
this Plan.
2. An Employee who is or has been transferred to Conoco
from the Monsanto Company pursuant to a certain
agreement between Conoco Inc. and the Monsanto
Company (The "Monsanto Agreement"), dated October 16,
1981, shall have specified periods of employment with
the Monsanto Company included in determining such
Employee's years of participation and years of
service in the Plan. The applicable periods of
employment for individual Employees are specified in
schedules contained in Exhibit GG, as amended and
updated, of the Monsanto Agreement, as "Years of
Service (Vesting)."
3. Any Employee, who becomes a Participant in the Plan
and who was a Participant in the Thrift Plan, or is
or has been transferred to Conoco from an Affiliated
Company or a corporation which has adopted a profit
sharing plan administered by an Affiliated Company
and has an Employee Account in the profit-sharing
plan of said Affiliated Company or corporation, may
request the Trustee, in the manner prescribed by the
Benefit Board, to accept the transfer of his entire
Employee Account, if any, from such other
III - 2
<PAGE> 23
plan into his Employee Account in this Plan. Any
transfer of an Employee Account to this Plan must be
requested prior to the Participant's subsequent
transfer of employment from Conoco. The Benefit
Board shall determine whether the transfer of an
Employee Account to this Plan shall be in cash or in
kind on the basis of uniform rules applicable to all
Participants on the same basis. The amount in
Employee Accounts so transferred, shall be
categorized as being in a Regular or Before Tax
Account as defined in this Plan and the amounts
within such Employee Accounts shall be categorized as
Basic Deposits, Supplemental Deposits, Company
Contributions, and Earnings. Basic Deposits
transferred to an Employee Account from other plans
shall not be entitled to matching Company
Contributions.
4. For the purpose of a suspension due to a withdrawal
under this Plan, a withdrawal by a Participant of any
part of an Employee Account from a profit sharing
plan of an Affiliated Company or from the plan of a
corporation that has adopted a profit sharing plan
administered by an Affiliated Company or from the
Thrift Plan shall have the same effect as if the
Participant had made a withdrawal from this Plan.
F. Termination of Participation
1. A Participant shall cease being a Participant in this
Plan at any time that he ceases being an Employee or
at any time he remains an Employee, but ceases to be
a Retail Employee.
III - 3
<PAGE> 24
IV. EMPLOYEE PARTICIPATION
A. Participation by Payroll Deduction
To participate in the Plan, a Retail Employee shall designate
as a payroll deduction a percent of his monthly Compensation,
in 1 percent increments, to be deposited in his Employee
Account. The first 6 percent of the amount so designated will
be deemed to be Basic Deposits, unless such Participant has a
suspension of Basic Deposits. The Participant may elect to
have up to 19 percent of his monthly Compensation, but not
more than $7,000 per year deferred pursuant to a cash or
deferred arrangement under Section 401(k) of the Code (the
$7,000 shall be adjusted to reflect increases in the cost of
living in accordance with Section 415(d) of the Code). The
amount so designated will be deposited by Conoco to the
Participant's Before Tax Account. Deposits in excess of that
designated to the Before Tax Account shall be deposited to a
Participant's Regular Account. The total amount which may be
designated for deposit to a Participant's Employee Account
shall be in accordance with Article II.RR.
B. Change in Participation
The payroll deduction deposit percentage designated by the
Participant shall continue in effect, notwithstanding any
change in his compensation, until he shall change that
percentage. A Participant may change such percentage at any
time to be effective the first of the next succeeding calendar
month. Such changes shall be by direction to the record
keeper designated by Conoco in the form prescribed by the
Benefit Board.
C. Change in Participation for Highly Compensated Participants
1. The Benefit Board shall determine at the beginning of
each month whether the Before Tax and Regular Account
contributions elected by Highly Compensated
Participants ("elected percentage") will, based on
projections to the end of the Plan Year, cause the
plan not to comply with the limitations on
contributions imposed by sections 401(k) and 401(m)
of the Code. Such projections will be made by
assuming constant future compensation and constant
future elected contribution percentages. If the
projections indicate that adjustments are necessary
to avoid exceeding the limitations, the Benefit Board
shall take the following actions.
a. The Benefit Board will determine the maximum
percentages of Before Tax and Regular Account
contributions respectively that can be made
by Highly Compensated Participants for the
following month without causing the Plan, on
a projected basis, to exceed such limitations
("Allowable Percentages"). Reductions in the
Allowable Percentages, if any, determined for
this purpose will be made in one
IV - 1
<PAGE> 25
percent increments and will be applied
uniformly to all Highly Compensated
Participants.
b. The Benefit Board will reduce the percentages
of Before Tax and Regular Account
contributions of each Highly Compensated
Participant to the Allowable Percentages in
accordance with the following rules:
(1) If the elected percentage designated
by the Highly Compensated
Participant for the Before Tax
Account exceeds the Allowable
Percentage for Before Tax
contributions, and if the
Participant so elects, the Benefit
Board will change the elected
percentage in excess of that
allowable to a Regular Account
contribution or, if the Participant
does not so elect, pay the excess to
him.
(2) If the elected percentage designated
by the Highly Compensated
Participant for the Regular Account
exceeds the Allowable Percentage for
Regular Account contributions and if
the Participant has so elected, the
Benefit Board will change the
elected percentage in excess of that
allowable to a Before Tax Account
contribution, or if the Participant
does not so elect, pay the excess to
him.
(3) To the extent a Before Tax
contribution election cannot be
changed to a Regular Account
contribution or vice versa without
causing a projected violation of the
limitations on contributions imposed
by sections 401(k) and 401(m) of the
Code, the excess shall be paid to
the Participant.
2. If it is determined after the close of a Plan Year
that participation by Highly Compensated Participants
has exceeded the discrimination standards of Code
sections 401(k) ("Excess Contributions") or 401(m)
("Excess Aggregate Contributions"), the amount of the
Excess Contributions or the Excess Aggregate
Contributions shall be refunded to the Highly
Compensated Participants in accordance with the
following rules.
a. Determination and distribution of the amount
of Excess Contributions for a Highly
Compensated Participant shall be made in the
following manner.
(i) First, the actual deferral ratio
("ADR") of the Highly Compensated
Participant with the highest ADR
will be reduced to the extent
necessary to satisfy the actual
deferral percentage ("ADP") test or
cause such ratio to equal the
IV - 2
<PAGE> 26
ADR of the Highly Compensated
Participant with the next highest
ratio. Second, this process shall
be repeated until the ADP test is
satisfied. (Such computation shall
be used solely to determine the
aggregate amount to be distributed
under this Article IV.C.2, but not
the amount to be distributed to any
individual.)
(ii) The aggregate amount of reductions
determined under paragraph (a)(i)
above shall be distributed, first,
to the Highly Compensated Employees
with the highest dollar amounts of
Elective Contributions, pro rata, in
an amount equal to the lesser of (i)
the total amount of excess
contributions for the Plan Year
determined under paragraph (c) above
or (ii) the amount necessary to
cause the amount of such Employees'
Elective Contributions to equal the
amount of the Elective Contributions
of the Highly Compensated Employees
with the next highest dollar amount
of Elective Contributions. This
process is repeated until the
aggregate amount distributed under
this paragraph (a)(ii) equals the
amount of excess contributions
determined under (a)(i) above.
Income on excess contributions shall
be distributed in accordance with
applicable regulations.
b. Determination and distribution of the amount
of Excess Aggregate Contributions for a
Highly Compensated Participant shall be
determined in the same manner as described in
paragraph a. above ("Leveling") but
substituting "actual contribution ratio"
("ACR") for "actual deferral ratio" and
substituting "actual contribution percentage
(ACP) test" for "actual deferral percentage
(ADP) test" and "ACP" for "ADP."
c. If a Highly Compensated Participant's ADR or
actual contribution ratio was determined
under the family aggregation rules, the
Highly Compensated Participant's ADR or
actual contribution ratio is to be determined
using the same Leveling method described in
paragraphs a. and b. The resulting Excess
Aggregate Contributions are allocated among
the family members in proportion to the
employee and matching contributions of each
family member that is combined to determine
the actual contribution ratio, and the
resulting Excess Contributions are allocated
among the family members in proportion to the
contributions of each family member that have
been combined.
IV - 3
<PAGE> 27
d. The amount of Excess Contributions to be
distributed shall be reduced by deferrals in
excess of Code section 402(g) limits ("Excess
Deferrals") previously distributed for the
taxable year ending in the same Plan Year,
and Excess Deferrals to be distributed for a
taxable year will be reduced by Excess
Contributions previously distributed for the
plan beginning in such taxable year.
e. Distribution (or forfeiture, if applicable)
of Excess Aggregate Contributions or of
Excess Contributions will include the income
allocable thereto. The income allocable to
the Excess Aggregate Contributions or Excess
Contributions includes income for the Plan
Year for which the Excess Aggregate
Contributions or Excess Contributions were
made but does not include income for the
period between the end of the Plan Year and
the date of distribution (or forfeiture).
f. If a distribution of Excess Aggregate
Contributions or Excess Contributions results
in a distribution of Basic Deposits, the
matching Company Contributions which relate
to such Basic Deposits must be distributed or
forfeited, as applicable.
g. A distribution of Excess Aggregate
Contributions or Excess Contributions shall
be made within 22 months of the end of the
Plan Year in which they were made.
3. In lieu of a distribution of Excess Contributions as
described above in paragraph 2, a Highly Compensated
Participant may elect to have such Excess
Contributions recharacterized as Employee
Contributions in accordance with the following rules.
a. The amount of Excess Aggregate Contributions
for such Participant shall be determined only
after first determining the Excess
Contributions that are treated as employee
contributions due to recharacterization.
b. Recharacterized Excess Contributions remain
subject to the nonforfeitability requirements
and to the restrictions on distributions that
apply to Before Tax contributions.
c. The amount to be recharacterized is offset by
any amounts previously distributed as Excess
Deferrals.
d. Recharacterization shall take place within 22
months of the end of the Plan Year to which
the recharacterization relates.
Recharacterization will be deemed to occur on
the date on which the
IV - 4
<PAGE> 28
last affected Highly Compensated Participant
is notified of the recharacterization and the
tax consequences of such recharacterization.
4. If one or more Highly Compensated Employees is a
Participant in both the portion of this Plan subject
to the ACP test and that which is subject to the ADP
test, then the tests shall be applied in such a way
as to avoid multiple use of the alternative
limitation, in accordance with Treasury regulations
1.401(m)-2 and section 401(m)(9) of the Code.
If there is an impermissible multiple use of the
alternative limitation, the Benefit Board shall
reduce either the ACP, treating the reduction as an
excess aggregate contribution, or the ADP, treating
the reduction as an excess contribution. Such
reduction shall be applied to all eligible Highly
Compensated Employees.
D. Participation by Direct Remittance
1. In addition to payroll deduction, Basic and
Supplemental Deposits may be made to a Participant's
Regular Account in accordance with the provisions of
Articles IV.E., IX.A.3., X.B.2.d.(2) and X.C.1.c.
(relative to temporary Employees; employees on
military, governmental, or disability leave; and
nonvested redeposits).
2. In the event a Participant is eligible to receive a
refund pursuant to Article IV.C.2., such Participant
may authorize that amounts, which were to be
received, shall be deposited in his Regular Account.
3. Supplemental Deposits to a Participant's Regular
Account may be made by cash payment direct to the
Trustee in accordance with regulations prescribed by
the Benefit Board.
E. Temporary Employees--Insufficient Earnings
Participants who are temporary Employees may make Basic and
Supplemental Deposits to their Regular Accounts by direct cash
payment to the Trustee if their earnings in the month of
deduction are not sufficient to make such deposits by payroll
deduction. Any month in which the Participant elects not to
make such deposit will be considered a month of voluntary
suspension in accordance with Article IX.B.
IV - 5
<PAGE> 29
F. Transfer of Funds to Trustee
The amount of payroll deductions and cash payments so made
shall be transferred monthly by Conoco to the Trustee, and the
Trustee shall hold the same for the respective Participants'
Employee Accounts, subject to the provisions of the Plan.
G. Internal Revenue Code Limitations
Notwithstanding anything else to the contrary in this Article
IV. (Employee Participation), or in Article V. (Conoco
Contributions), Article VI. (Limitation on Annual Additions),
or elsewhere in the Plan, contributions to this Plan and
benefits under this Plan shall be limited as required by
Sections 415, 401(k), and 401(m) of the Code and final
Treasury regulations thereunder.
No Participant shall be permitted to have Elective Deferrals
made under this Plan, or any other qualified plan maintained
by the Corporate Employer, during any taxable year, in excess
of the dollar limitation contained in section 402(g) of the
Code in effect at the beginning of such taxable year.
A Participant may assign to this Plan any Excess Elective
Deferrals made during a taxable year of the Participant by
notifying the Plan Administrator on or before the date
specified by the Plan Administrator of the amount of the
Excess Elective Deferrals to be assigned to the Plan. A
Participant is deemed to notify the Plan Administrator of any
Excess Elective Deferrals that arise by taking into account
only those Elective Deferrals made to this Plan.
Notwithstanding any other provision of the Plan, Excess
Elective Deferrals, plus any income and minus any loss
allocable thereto, shall be distributed no later than April 15
to any Participant to whose account Excess Elective Deferrals
were assigned for the preceding year and who claims Excess
Elective Deferrals for such taxable year.
"Elective Deferrals" shall mean any employer contributions
made to the Plan at the election of the Participant, in lieu
of cash compensation, and shall include contributions made
pursuant to a salary reduction agreement or other deferral
mechanism. With respect to any taxable year, a Participant's
Elective Deferral is the sum of all employer contributions
made on behalf of such Participant pursuant to an election to
defer under any qualified CODA as described in section 401(k)
of the Code, any simplified employee pension cash or deferred
arrangement as described in section 402(h)(1)(B), any eligible
deferred compensation plan under section 457, any plan as
described under section 501(c)(18), and any employer
contributions made on the behalf of a Participant for the
purchase of an annuity contract under section 403(b) pursuant
to a salary reduction agreement. Elective Deferrals shall not
include any deferrals properly distributed as excess annual
additions.
IV - 6
<PAGE> 30
"Excess Elective Deferrals" shall mean those Elective
Deferrals that are includible in a Participant's gross income
under section 402(g) of the Code to the extent such
Participant's Elective Deferrals for a taxable year exceed the
dollar limitation under such Code section. Excess Elective
Deferrals shall be treated as annual additions under the Plan,
unless such amounts are distributed no later than the first
April 15 following the close of the Participant's taxable
year.
Determination of income or loss: Excess Elective Deferrals
shall be adjusted for any income or loss up to the date of
distribution.
H. Participation by Company Contribution
An employee who is eligible to participate in this Plan
pursuant to Article III.A. who does not elect to participate
pursuant to Article IV.A. shall have an Employee Account
established on his behalf upon satisfaction of the eligibility
requirements in Article III.A. and shall become a Participant
when the Company makes a contribution to his Employee Account
pursuant to Article V.A. (2).
IV - 7
<PAGE> 31
V. CONOCO CONTRIBUTIONS
A. Amount of Company Contributions
1. Conoco shall contribute out of its accumulated
earnings and profits to a Participant's Regular
Account an amount equal to 100 percent of each
Participant's Basic Deposits, except as hereinafter
provided in Article VI. Such contributions shall be
paid to the Trustee at least monthly.
2. Conoco shall contribute out of its accumulated
earnings and profits to a Participant's Regular
Account an amount equal to $75 dollars for each
Retail Employee on April 1 and October 1,
respectively, of each year for which an Employee is a
Retail Employee as of the last day of February and
the last day of August, respectively, of such year.
Such contributions shall be paid to the Trustee on
April 1 and October 1, or the first business day
thereafter, respectively.
B. Additional Conoco Contributions
This is a profit sharing plan. Conoco may from time to time
voluntarily make additional contributions out of its
accumulated earnings and profits subject to the following
provisions, conditions, and limitations:
1. No such additional contribution shall be made unless
the same is specifically authorized by the Board
within two months of the date on which such
additional contribution is to be made.
2. No such additional contribution shall be applicable
to the employees of any Affiliated Company
participating in the Plan unless such applicability
to such employees is authorized by the board of
directors of such Affiliated Company.
3. The aggregate amount of any such additional
contribution made in any one calendar year shall not
exceed 2 percent of the consolidated net income of
Conoco and its consolidated subsidiaries for the last
preceding calendar year.
4. Each such additional contribution shall be paid to
the Trustee and shall thereupon be distributed by the
Trustee among the Employee Accounts of all Plan
Participants to whom such additional contribution is
applicable in proportion to the respective Basic
Deposits which such Participants deposited in their
Employee Accounts pursuant to the provisions of
Article IV. during the six calendar months
immediately preceding the month in which such
additional contribution is authorized by the Board.
V - 1
<PAGE> 32
C. Transfer of Funds to Trustee
The Trustee shall hold Conoco's contributions for Participants
in their respective Employee Accounts, subject to the
provisions of the Plan; and no part of those contributions
shall be recoverable by Conoco, nor shall they (except as
hereinafter provided in Articles VI.A.2., VIII.A.2.,
VIII.A.3., VIII.A.4., VIII.A.5., X.B.2.f., X.B.5., and
X.C.1.c(1)) be used for or diverted to any other purpose.
Notwithstanding the preceding sentence, nothing in this
Article V.C. shall prohibit or preclude the use of Plan Assets
from being used for the payment of the reasonable expenses of
administering the Plan, as provided in Article XIV.H.
V - 2
<PAGE> 33
VI. LIMITATION ON ANNUAL ADDITIONS
A. Anything to the contrary notwithstanding:
1. The maximum Annual Additions deposited to a
Participant's Employee Account in any year either
solely under the Plan or under an aggregation of the
Plan with all other Defined Contribution Plans of the
Corporate Employer may not exceed the lesser of
$30,000 (or such greater amount as may be allowable
in accordance with regulations, rulings or other
official announcements issued by the Secretary of the
Treasury or his delegate) or 25% of the Employee's
Defined Compensation for the year; nor,
2. When the Annual Additions are viewed in conjunction
with a Participant's interest in all other Defined
Benefit and Defined Contribution Plans of the
Corporate Employer, including any interest of the
Participant that has been assigned to an alternate
payee pursuant to a Qualified Domestic Relations
Order, the sum of the Defined Benefit Plan Fraction
and the Defined Contribution Plan Fraction for any
year shall not exceed 1.0. Sections 235(b)(3) and (4)
of the Tax Equity and Fiscal Responsibility Act of
1982 shall be applied when computing the limitation
under this Article VI.A.2. If the limitation in
Article VI.A.1. would be exceeded but for the
language set out in this Article, the Annual
Additions deposited under the Plan must be reduced
and, or a Participant's Employee Deposits returned
and, Corporate Employer Contributions removed from
the Participant's Employee Account and applied to
reduce the subsequent contribution of Conoco under
the Plan, to the extent necessary, as determined by
the Benefit Board. If the limitation in Article
VI.A.2. would be exceeded but for the language set
out in this Article, the benefits under the Defined
Benefit Plans of the Corporate Employer shall be
reduced to the extent necessary to avoid exceeding
the limitation.
VI - 1
<PAGE> 34
VII. INVESTMENT PROVISIONS
A. Investment Direction
A Participant in the Plan shall instruct the Trustee in the
form prescribed by the Benefit Board as to the Investment
Direction for future deposits, contributions and income to his
Employee Account, except that dividends on Du Pont stock
payable to a Participant's Employee Account on and after
January 1, 1993, shall be invested in Du Pont stock for the
Participant's Employee Account if, on the date the dividend is
payable into the Participant's Employee Account, any portion
of the Participant's Employee Account is invested in Du Pont
stock.
1. Such direction shall be to invest in any one or more
of the Plan Investment Options pursuant to Article
VII. C., in multiples of 1 percent totaling 100
percent for the Participant's Regular Account and for
the Participant's Before Tax Account, separately.
2. Each Investment Direction shall be deemed a
continuing direction unless changed by the
Participant.
3. A Participant may change his Investment Direction in
the manner prescribed by the Benefit Board.
B. Fund Transfer(s)
Any Plan Member, except a Non-Spouse Beneficiary, may instruct
the Trustee in the manner prescribed by the Benefit Board to
sell, redeem, or liquidate any investments in his Employee
Account and to transfer the proceeds to another Investment
Option. Such Fund Transfers shall specify the number of units
or shares of stock in an Investment Option Fund, as provided
for in Article VII.C, within the Member's Regular or Before
Tax Account that is to be transferred to another Investment
Option Fund within the same Account. Such transfer shall be
made only in the Account from which the proceeds originated.
A Member may not transfer proceeds from his Regular Account to
his Before Tax Account or vice-versa.
C. Investment Option Funds
The Trustee shall provide for the following Investment Option
Funds for Plan Members.
VII - 1
<PAGE> 35
1. Option A: Employer Stock Fund
a. DuPont Stock Fund
The purchase of shares of Du Pont common
stock. Such purchases may be made in the
open market or from Du Pont if it shall have
made treasury or authorized but unissued
shares available for such purchases, in which
event the purchase price shall be the closing
price of such stock as reported on the New
York Stock Exchange--Composite Transactions
on the last trading day preceding the date of
such purchase from Du Pont.
b. Conoco Stock Fund
The purchase of shares of Class A Conoco
common stock. Such purchases may be made in
the open market or from Conoco if it shall
have made treasury or authorized but unissued
shares available for such purchases, in which
event the purchase price shall be the closing
price of such stock as reported on the New
York Stock Exchange--Composite Transactions
on the last trading day preceding the date of
such purchase price from Conoco.
2. Option B: Stable Value Fund
The purchase of units of participation in the Stable
Value Fund. The term "Stable Value" or "Stable Value
Fund" shall mean arrangements with one or more
entities, including but not limited to insurance
companies, banks, and other financial organizations
as may from time to time be designated by the Benefit
Board or, if not so designated, as selected by the
Trustee in its discretion, the objective of which is
to preserve principal and provide for a stable rate
of return. Short-term obligations of the United
States Government, commercial paper or other
investments of a short-term nature may be purchased
and held pending the deposit of funds, as applicable
with such entities. In addition, a portion of the
Stable Value Fund shall be invested in short term
funds to provide a cash buffer so as to provide
sufficient liquidity to accommodate daily trading
activity. All deposits to the Stable Value Fund
shall be expressed as units of participation in the
Stable Value Fund, which shall consist of all
deposits to the Stable Value Fund and all interest
credited or accrued (less costs) to such deposits
pursuant to such arrangements. No Member shall have
any ownership in any particular asset in the Stable
Value Fund. The Stable Value Fund shall be operated
in accordance with the provisions established by the
Benefit Board, which shall be equally applicable to
all Members; provided, however, that the requirements
set forth in any Stable Value Fund agreement for use
under the Plan shall be obligatory and binding upon
all
VII - 2
<PAGE> 36
concerned with the same force and effect as though
such requirements were set forth at length in and
constituted part of this Plan.
3. Option C: Mutual Funds and Other Equity Investment
Vehicles
The purchase of shares in one or more mutual funds or
other equity investment vehicles contained in a
family of mutual funds or other equity investment
vehicles designated by the Trustee with the advice
and consent of the Benefit Board, as directed by
Members. The Mutual Funds and Other Equity
Investment Vehicles designated pursuant to this
Article VII.C.3 shall be listed in Appendix A.
4. Option D: Asset Allocation Funds
1. The purchase of units of participation in a
three way allocation fund consisting of a
portfolio diversified among the stock, bond
and cash sectors of the securities
marketplace. Assets invested pursuant to
this fund shall be transferred among these
sectors in a manner and to such extent as the
Trustee or designated Investment Manager
shall elect.
2. The purchase of units in one or more asset
allocation portfolios diversified among the
Plan's Fixed Income Fund and one or more
equity investment vehicles offered under
Option C: Mutual Funds and other Equity
Investment Vehicles. The allocation among
such portfolios will be according to a
formula specified by the Plan Administrator
and the allocation will be adjusted
("rebalanced") periodically according to that
formula or any successor formula specified by
the Plan Administrator.
5. Option E: Loan Account Fund
The unpaid principal of a loan granted in accordance
with Article XI. of the Plan. This option shall be
designated the Loan Account Fund.
D. Uninvested Funds
Any funds in the hands of the Trustee not invested pursuant to
Fund Transfers or Investment Directions of the Member as above
provided, shall be held by the Trustee in the Fixed Income
Fund.
E. Trustee Action
The Trustee will comply with Investment Directions and Fund
Transfers of a Member as soon as practicable after receipt
thereof.
VII - 3
<PAGE> 37
In the event an Investment Option, or any mutual fund
designated under Option C. is discontinued under the Plan,
notice to such effect shall be given to all Members and such
Members shall be given the opportunity to issue a new
Investment Direction affecting future deposits and income
subject to such discontinued Option or fund and a Fund
Transfer directing the sale of units or shares in the
discontinued Option or fund and the transfer of such proceeds
to any other Option or fund provided pursuant to Article
VII.C. Such notice shall also provide that the failure of a
Member to issue a new Investment Direction or a Fund Transfer
shall be deemed to be an Investment Direction or a Fund
Transfer specifying investment in an Option or fund as
specified in the notice.
If a Member fails to issue a new Investment Direction or a
Fund Transfer with respect to future deposits and income or
units or shares invested in or directed to be invested in a
discontinued Option or fund, the Trustee shall sell such units
or shares and invest the proceeds and any future deposits and
income as specified in the notice provided to all Members.
The Trustee may, in accordance with regulations to be
prescribed by the Benefit Board, for the purpose of reducing
brokerage commissions and other expenses, defer the execution
of instructions to purchase or sell securities pursuant to
Option A. until the Trustee has accumulated instructions to
purchase or sell the quantities prescribed in such
regulations.
The Trustee in its discretion, may limit the daily volume of
its purchases or sales of Du Pont stock to the extent that
such action is deemed by the Trustee to be in the best
interest of the Members from whom it has received instructions
for such purchases or sales.
F. Trustee--Maintenance of Plan Assets
All cash and securities in Employee Accounts shall, until
disposed of pursuant to the provisions of the Plan, be held in
the possession of the Trustee or its designated agent.
Transferable securities may be registered in the name of the
Trustee or in the name of its nominee. Nontransferable
government bonds shall be issued in such name or names as the
Trustee may elect, subject to any applicable laws or
regulations at the time in effect with respect thereto. In
the sole discretion of the Trustee, investments in a
particular security issue made at the instruction of more than
one Member may be represented by a single bond or a single
stock certificate, as the case may be.
1. Shares of stock of Du Pont and shares of Conoco stock
included in the Employee Account of a Member as of
the record date shall be voted or caused to be voted
at meetings of the stockholders of the Company or any
adjournment thereof in accordance with written
instructions given by such Member to the Trustee in
such form as prescribed by the Benefit Board. The
Trustee shall not have the voting rights with respect
to any shares of
VII - 4
<PAGE> 38
stock of Du Pont held in trust pursuant to the terms
of the Plan for which voting instructions for a
particular stockholder's meeting are not received.
2. In the event of any distribution to all stockholders
of Du Pont or Conoco of any rights to purchase any
securities, such rights pertaining to the shares of
stock held under the Plan shall be dealt with and
disposed of by the Trustee in accordance with the
following provisions, conditions, and limitations:
a. The Trustee shall notify each Member whose
Employee Account includes shares of Du Pont
or Conoco stock to which the purchase rights
pertain concerning the distribution of such
rights. Such notice shall specify a period
of time (as prescribed by the Benefit Board)
within which the Member may elect that such
rights pertaining to any share of stock held
in his Employee Account should be allowed to
expire by its own terms.
b. If the Member elects that such purchase
rights should be allowed to expire, he shall
notify the Trustee to that effect within such
period of time and in such form and manner
and subject to such other regulations as the
Benefit Board may prescribe.
c. After the expiration of the period of time
prescribed as aforesaid, the Trustee shall
endeavor to sell all of the purchase rights
with regard to which the said Trustee did not
receive an instruction from the Member to
which such rights were applicable.
The total net proceeds realized from such
sales shall be credited pro rata to the
Employee Accounts of the Members entitled
thereto (i.e., in proportion to the number of
such purchase rights pertaining to the shares
of Du Pont or Conoco stock held in respect of
the Employee Accounts of such Members but
not including those shares in the Employee
Accounts of Members who elected to allow the
rights allocated to their Employee Accounts
to expire). The amounts so credited to the
Employee Accounts of Members shall for all
purposes of the Plan be treated as income.
d. In no event may the Trustee exercise for the
Employee Account of any Member any purchase
rights pertaining to the shares of stock held
under the Plan.
3. The assets of the Fixed Income Fund and the Three-Way
Asset Allocation Fund under this Plan may be held by
the Trustee in trust in common with funds of the same
name under the Investment Plan for Salaried Employees
of Consol Inc. and the Sentinel Transportation
Company Thrift Plan. In such case, the Trustee shall
be under no duty to earmark or keep separate
VII - 5
<PAGE> 39
the assets of such commingled funds and a
determination on the valuation date of the value of
such funds under this Plan shall be determined in
conjunction with the corresponding determinations
made under Options B. and D. of Article VII.C. of the
Investment Plan for Salaried Employees of Consol Inc.
and the Sentinel Transportation Company Thrift Plan
as though such funds under this Plan and the
corresponding funds under the Investment Plan for
Salaried Employees of Consol Inc. and the Sentinel
Transportation Company Thrift Plan were one fund for
this purpose. The Trustee shall, however, maintain a
separate account reflecting the equitable share in
the assets of the Fixed Income Fund and the Three-Way
Asset Allocation Fund under this Plan and the
corresponding funds under the Investment Plan for
Salaried Employees of Consol Inc. and the Sentinel
Transportation Company Thrift Plan. Conoco may, at
any time, direct the Trustee to segregate and
withdraw the equitable share in such assets of the
Fixed Income Fund and the Three-Way Asset Allocation
Fund of this Plan. The Trustee's valuation of assets
for the purpose of such withdrawals shall be
conclusive.
VII - 6
<PAGE> 40
VIII. CREDITS AND CHARGES TO EMPLOYEE ACCOUNTS
A. Allocation of Income and Costs on Investments
1. All interest, dividends, and other income received by
the Trustee and all gains or losses upon the sale or
redemption of investments in the Member's Regular or
Before Tax Account, as determined by the Trustee,
shall be credited or charged to such Member's
Employee Account.
2. The share value of securities in a Member's Employee
Account purchased pursuant to Option A. shall be
based on the closing price of such securities as
calculated and provided to the Trustee by the New
York Stock Exchange ("NYSE") at the end of each NYSE
business day.
The cost to a Member's Employee's Account of
securities purchased under Option A. shall be the
daily average weighted purchase price of all
securities purchased by the Trustee on the same day
at the direction of Members. The proceeds credited
to a Member's Employee Account upon the sale or
redemption of such securities shall be based on the
daily average weighted sale price received by the
Trustee for all securities sold by Trustee on the
same day at the direction of Members.
Brokerage commissions, transfer taxes, and other
charges and expenses in connection with the purchase
or sale of securities shall be added to the cost of
such securities or deducted from the proceeds
thereof, as the case may be. Taxes, if any, on any
assets held by the Trustee or income therefrom which
are payable by the Trustee shall be charged against
the Members' Employee Accounts as the Trustee shall
determine.
3. The unit value of units of participation purchased
pursuant to Option B. shall be based on the accrued
value, which shall include principal value plus
accrued interest, of all investment vehicles within
the fund divided by the total outstanding units
within the Plan as of the close of the previous
business day. The unit value of units of
participation shall include all costs and charges
used to establish the unit value of the units of
participation. The cost to a Member's Employee
Account of units of participation purchased pursuant
to Option B. and the proceeds credited to a Member's
Employee Account upon the sale of units of
participation in Option B. shall be based on the unit
value as of the close of the previous business day.
4. The share value of any mutual fund or equity
investment vehicle purchased under Option C. shall be
the Net Asset Value calculated by the offering
company, and shall be calculated once each day the
New York Stock Exchange is open for trading. Such
Net Value shall include all costs and charges used by
the offering company to establish the Net Asset
Value.
VIII - 1
<PAGE> 41
The share price of the Fidelity Megellan Fund
purchased pursuant to Option C. shall be the Net
Asset Value as determined by Fidelity Service Co. on
each New York Stock Exchange Business Day. Such Net
Asset Value shall include all costs and charges used
by Fidelity Service Co. to establish the Net Asset
Value.
5. The unit value of units purchased under Option D. 1.
shall be calculated by Barclay's Global Investors
each business day. Such unit value shall include all
costs and charges used by Barclay's Global Investors
to establish the unit value, except that for the
period of time commencing on January 1, 1993 and
ending on April 30, 1993, the unit value shall not be
reduced by the management/administrative fee used to
calculate the unit value.
The unit value of units purchased under Option D.2
shall be calculated by Merrill Lynch each business
day. Such unit value shall include all costs and
charges used by Merrill Lynch Asset Management to
establish that value.
VIII - 2
<PAGE> 42
IX. SUSPENSION OF DEPOSITS
A. Involuntary Suspension of Employee Contributions and Matching
Employer Contributions
If a Participant is absent from the performance of his duties
for Conoco, and, as a consequence of such absence, his
Compensation for any calendar month is sixty percent, or less,
of his normal Compensation for such month, all deposits to his
Employee Account of Employee Contributions and Matching
Employer Contributions with respect to such month shall be
automatically suspended; subject, however to the following
limitations and conditions:
1. If a Participant is absent pursuant to a Company
approved leave of absence, the automatic suspension
of such deposits may continue only for the duration
of such leave of absence. If the Participant is
absent for any other reason, the automatic suspension
of deposits may not continue without interruption for
longer than 12 months.
2. If a Participant is absent pursuant to a Company
approved leave of absence, or because of his sickness
or other disability, the period of automatic
suspension of deposits shall be included in
determining the length of such Participant's years of
participation in the Plan.
3. If a Participant is absent pursuant to
company-approved leave of absence under Conoco's
military leave policy or serving the government in a
nonmilitary capacity, or because of sickness or other
disability, then, in any such event, Company
Contributions made pursuant to V.A.2 shall not be
suspended, and he may elect, in the manner prescribed
by the Benefit Board, to continue to make deposits of
Employee Contributions to his Regular Account (and
thus avoid automatic suspension thereof). A
Participant making such an election may not change
his rate of deposit during such absence. In the
event of such election, the Participant's deposits
may, in accordance with regulations prescribed by the
Benefit Board, either be deducted from any
Compensation or other regular payments which such
Participant may be entitled to receive from Conoco,
or may be paid currently in cash by the Participant
to the Trustee. Failure of a Participant to make
such cash deposit on the date when it becomes payable
shall be treated as an election by him to permit his
deposits to be automatically suspended, as herein
above provided in this Article IX.A. from and after
the date of his last previous deposit of Employee
Contributions.
IX - 1
<PAGE> 43
B. Voluntary Suspension of Employee Contributions and Matching
Employer Contributions
A Participant, by direction to the Benefit Board in the manner
prescribed by the Benefit Board, or by electing not to make a
direct cash payment in accordance with Article IV.D., may
voluntarily elect to suspend all monthly Basic and
Supplemental Deposits under the Plan, subject, however, to the
following limitations:
1. A voluntary suspension of Employee Contributions by
direction or failure to elect or to make a direct
remittance will be applicable to all deposits to the
Plan of Employee Contributions and Matching Employer
Contributions;
2. A voluntary suspension of Employee Contributions will
remain in effect until the Participant revokes such
election by making an election pursuant to Article
IV.B.
3. The right of a Participant to make cash Supplemental
Deposits to his Regular Account shall not be affected
by a voluntary suspension;
4. The nonreceipt of a direct remittance from a
temporary Employee, in accordance with Article IV.E.
within 30 days of the mailing of notification of such
right, will be deemed to be a voluntary suspension;
C. Company Contributions During Suspension
During the period or periods of automatic and/or voluntary
suspension of monthly deposits of Employee Contributions as
provided in Article IX.A. and B., Company Contributions
pursuant to Article V.A.1 to the Employee Account of such
Participant will be automatically and correspondingly
suspended. Company Contributions not made during any such
period of suspension shall not be accumulated or carried
forward for later payment. Company contributions to an
Employee Account pursuant to Article V.A.2 shall be made
during periods of suspension under this Article IX.
IX - 2
<PAGE> 44
X. WITHDRAWALS
A. Full Withdrawals--Retirement
1. A Participant or Transferred Member shall be entitled
to his entire Employee Account in the event of a
normal, early, or incapacity retirement from the
Retirement Plan or separation from service with 10
years of service after attaining age 50. At any time
prior to such retirement or separation from service
with 10 years of service after attaining age 50, a
Participant or Transferred Member may, by written
direction to the Trustee in the manner prescribed by
the Benefit Board, make an election to receive his
Employee Account pursuant to the options set forth in
Article X.
2. Defer to Age 70 1/2
Any Plan Participant or Transferred Member who is
entitled to normal, early, or incapacity retirement
under the Retirement Plan or who separates from
service with 10 years of service after attaining age
50 may, prior to such retirement or separation from
service with 10 years of service after attaining age
50, by direction to the Trustee in the manner
prescribed by the Benefit Board, make an election to
defer the withdrawal of his Employee Account. In the
event that a Participant or a Transferred Member
makes such an election:
a. No further Basic Deposits pursuant to Article
IV., Supplemental Deposits or contributions
pursuant to Article V. shall be made to his
Employee Account after the date of his
retirement or separation from service;
b. During the period of time following his
retirement, such Retired Member (or, in a
proper case, his legal representative or
designated beneficiary) shall be entitled to
withdraw his entire Employee Account, under
the same terms applicable to withdrawals
pursuant to Article X.B., or make one or more
partial withdrawals pursuant to terms of
Article X.C; and
c. Payments in the form of a Lifetime Periodic
Payment calculated on the actuarial life of
the Member will commence no later than April
1 of the calendar year following the calendar
year in which a Retired Member attains age 70
1/2, if such Retired Member (or, in a proper
case, his legal representative or designated
beneficiary) has not withdrawn his entire
Employee Account then held by the Trustee or
made an election pursuant to Article X.A.3.
as provided by Article X.A.2.d.
X - 1
<PAGE> 45
d. Prior to attaining age 70 1/2, such Retired
Member may elect to receive his Employee
Account pursuant to Article X.A.3.
3. Periodic Payment Options
If a Retired Member receiving payments pursuant to
one of the options listed in paragraphs a., b., c.,
d. e. or f. below is reemployed in a temporary
position by Conoco, payments shall cease or continue
at the election of the rehired employee at the time
such Retired Member is rehired. If payments cease,
the Retired Member, upon his subsequent separation
from service, may designate any form of distribution
of the balance of his Employee Account permitted
under Article X.A. of the Plan. The balance of his
Employee Account shall include contributions, if any,
made after reemployment and earnings on those
contributions. If, at the election of the rehired
Member, payments do not cease, no contributions may
be made under either Article IV. or Article V.
a. Periodic Payment Option--Lifetime
A Participant or Transferred Member, prior to
his effective retirement date or his
separation from service with 10 years of
service after attaining age 50, or a Retired
Member pursuant to an election made in
accordance with Article X.A.2.d. shall, in
the manner designated by the Benefit Board,
elect to have the Lifetime Periodic Payment
Option calculated based on his actuarial life
or on his and his beneficiary's actuarial
lives. The electing Member's Employee
Account shall be valued as of the effective
date of the Periodic Payment Option election
and thereafter, on December 31 of each year.
In the event of an election to receive annual
payments pursuant to this Option, the amount
of each such annual payment shall be
calculated by dividing the value of the
Member's Employee Account on the effective
date of the Periodic Payment Option election
(or the December 31 next preceding such
payment, as the case may be) by the number of
years then remaining in the electing
Member's actuarial life (or if the Member so
elects, in the actuarial lives of the Member
and the beneficiary designated at the time of
the Periodic Payment Option election).
In the event an election is made to receive
monthly payments pursuant to this Option, the
amount of such monthly payments shall be
calculated by dividing the annual payment
that would be received, calculated as
provided in this Article X.A.3.a, by 12.
If an election is made to receive either
monthly or annual payments pursuant to this
Option, the assets in the electing Member's
Before
X - 2
<PAGE> 46
Tax and Regular Accounts shall be liquidated
on a pro rata basis, based on the value of
each investment in his Before Tax and Regular
Accounts to the extent necessary to make such
payments. The assets in the Before Tax and
Regular Accounts shall be distributed on a
pro rata basis based on the value the Before
Tax Account and the Regular Account has to
the Member's entire Employee Account to the
extent necessary to make such payments.
b. Periodic Payment Option--Variable
A Participant or a Transferred Member, prior
to his effective retirement date or his
separation from service with 10 years of
service after attaining age 50, or a Retired
Member pursuant to an election made in
accordance with Article X.A.2.d., shall, in
the manner designated by the Benefit Board,
designate the number of years over which he
elects to receive payments, provided however,
that such number of years shall not be less
than two years nor more than a period which
would pay the account balance during the
electing Member's actuarial life or if the
electing Member has designated a beneficiary,
over the actuarial lives of the electing
Member and his beneficiary. The electing
Member's Employee Account shall be valued as
of the effective date of the Periodic Payment
Option election and on December 31 of each
year following such election. In the event
an election is made to receive monthly
payments pursuant to this Option, the amount
of each such monthly payment shall be
calculated by dividing the value of the
electing Member's Employee Account on:
(i) the effective date of his Periodic
Payment Option election by the
number of months under which he has
elected to receive monthly
payments; and
(ii) on January 1 of each year subsequent
to the effective date of his
Periodic Payment Option election by
the number of months under which he
elected to receive payments less the
number of months since the effective
date of his Periodic Payment Option
election.
In the event an election is made to receive
annual payments pursuant to the terms of this
Option, the amount of such annual payment
shall be calculated by dividing the value of
the electing Member's Employee Account as of:
X - 3
<PAGE> 47
(i) the effective date of his Periodic
Payment Option election by the
number of years under which he has
elected to receive annual payments;
and
(ii) on January 1 of each year subsequent
to the effective date of his
Periodic Payment Option by the
number of years under which he
elected to receive annual payments
less the number of years since the
effective date of his Periodic
Payment Option election.
c. Periodic Payment Option--Fixed
A Participant or a Transferred Member, prior
to his effective retirement date or his
separation from service with 10 years of
service after attaining age 50, or a Retired
Member, pursuant to an election made in
accordance with X.A.2.d., shall in the manner
designated by the Benefits Board, elect to
have the Fixed Periodic Payment Option
calculated on the basis of an annual or
monthly amount designated by the electing
Member. The designated amount shall be paid
on an annual or monthly basis to the electing
Member until such time as his Employee
Account balance is zero.
d. Periodic Payment Option--Level
A Participant or Transferred Member, prior to
his effective retirement date or his
separation from service with 10 years of
service after attaining age 50, or a Retired
Member, pursuant to an election made in
accordance with Article X.A.2.d., shall in
the manner designated by the Benefit Board,
elect to have the Level Periodic Payment
Option calculated by amortizing the electing
Member's Employee Account balance over the
actuarial life of the electing Member at an
interest rate that approximates the expected
rate of return for the Fixed Income Fund as
of the month payments under this Article
X.A.3.d. commence.
If the actual interest rate earned over the
duration of the payments is greater than the
established rate of return, any remaining
account balance will be included in the final
payment. If the actual interest rate earned
over the duration of the payments is less
than the established rate of return, payments
shall only be made until the account balance
is zero.
In the event an election is made to receive
monthly periodic payment under this Option,
the amount of such monthly payments shall be
calculated by dividing the annual periodic
payment that would be received, calculated as
provided in this Article X.A.3.d., by 12.
X - 4
<PAGE> 48
B. Full Withdrawal--Other Than Upon Retirement
1. Plan Mandated Withdrawals
Payment of the vested portion of an Employee Account
shall be paid as soon as is practical to a Terminated
Member after his separation from service from Conoco
and as soon as is practical to an Alternate Payee, or
a Non-Spouse Beneficiary Member upon the Trustee's
receipt of a request for a lump sum payment, but no
later than 12 months following the event of the
death of the Member whose Employee Account is to be
distributed to the Non-Spouse Beneficiary.
Provided, however, that a lump-sum payment of the
amount in an Employee Account to which a Terminated
Member or an Alternate Payee is entitled, which has a
vested balance that exceeds $5,000, shall not be made
during the lifetime of the Terminated Member or
Alternate Payee unless the Terminated Member or
Alternate Payee, consents in writing to the
distribution or until April 1 of the year following
the year in which the Terminated Member or the Member
from whom the Alternate Payee received his Employee
Account reaches age 70 1/2.
A Terminated Member who has no vested interest in any
portion of his or her Employee Account shall be
deemed to have received a complete distribution of
his or her vested interest on the day he or she
separates from service.
The amount of any loan balance in any Member's
Employee Account shall be included in determining
whether an Employee Account has a vested balance of
$5,000 or less, but any distribution of a Loan
Balance shall be treated as a Deemed Withdrawal and
no further cash or distribution in kind shall be
made.
2. Member Initiated Regular Account Withdrawals
Any Member, by written direction to the Trustee in
the manner prescribed by the Benefit Board, shall be
entitled to withdraw his Regular Account as follows:
a. If he is vested, he may withdraw his entire
Regular Account.
b. If he is not vested, he may withdraw the
greater of either:
X - 5
<PAGE> 49
(1) An amount equal to the sum of his
total, deposits to the date of
withdrawal and all income added to
his Regular Account attributable to
his Employee Contributions (but not
more than his entire Regular
Account).
(2) The value of his entire Regular
Account less an amount equal to the
total of Conoco's contributions and
all income attributable to company
contributions to his Regular Account
to the date of withdrawal.
(3) Any Company contributions and income
attributable to such contributions
remaining in the Member's Employee
Account shall be forfeited.
c. Conditions of Withdrawal from Regular Account
Withdrawals by a Participant from his
Employee Account shall be subject to the
following conditions:
(1) The withdrawing Participant shall be
ineligible to make Basic Deposits to
the Plan for a period of six months
from the date of withdrawal.
Suspensions under this Article
X.B.2. and suspensions under X.B.3.
and X.C. shall run concurrently.
(2) If subsequent to a withdrawal
described in Article X.B.2.b. and
within the limits of subparagraphs
(i) and (ii) below, such withdrawing
Participant redeposits to his
Regular Account the amount specified
in subparagraph (i) below, then in
such event, Conoco shall contribute
to the Regular Account of the
Participant an amount equal to the
amount of Company Contributions
forfeited on the date of withdrawal.
(i) Any Member who made a complete
withdrawal after termination
of employment and any
Participant who terminated
participation in the Plan at
the time he made the
withdrawal, must redeposit
the full amount of the
withdrawal, valued as of the
date of withdrawal. If the
Participant did not terminate
participation in the Plan at
the time of withdrawal, he
must redeposit either the
total amount of Basic
Deposits withdrawn or the
total amount of the
withdrawal valued as of the
date of withdrawal.
X - 6
<PAGE> 50
(ii) Only a Participant or an
employee of an Affiliated
Company who has an Employee
Account, which does not
consist exclusively of funds
received by the Trustee under
Article XXIII., in the Plan
is entitled to make the
redeposit described above and
the redeposit must be made no
later than the close of the
first period of five
consecutive One-Year
Breaks-in-Service commencing
after the withdrawal.
d. Upon termination or partial termination of
the Plan by Conoco Inc. or any affiliate
which has adopted the Plan, or upon complete
discontinuance of all Company Contributions
under the Plan or complete discontinuance of
contributions thereunder by any affiliate of
Conoco Inc., the rights of Participants
affected by such termination, partial
termination, or complete discontinuance of
contributions, to their respective Regular
Account balances shall become nonforfeitable
and such Participants shall be entitled to
withdraw their entire Regular Accounts.
e. If a Member terminates employment with Conoco
at a time when he is not entitled to withdraw
his entire Regular Account, he immediately
shall forfeit that part of his Regular
Account that is the difference between the
full value of his Regular Account on the date
the forfeiture occurs and the amount he is
entitled to withdraw under the provisions of
Article X.B.2.b. on the date the forfeiture
occurs if he has received a distribution of
his entire account pursuant to X.B.1 or if he
has not received a distribution pursuant to
X.B.1, such forfeiture shall occur after five
One-Year- Breaks-in-Service.
f. Any former Participant who had no vested
interest in any portions of his Employee
Account when he separated from service who
was deemed to have received a complete
distribution of his or her vested interest on
the day he or she separated from service
shall be deemed to have redeposited the full
amount of such distribution pursuant Article
X.B.2.d.(i) above, at such time he again
becomes a Participant in this Plan or the
Thrift Plan for Employees of Conoco Inc., and
Conoco shall contribute an amount equal to
the amount of Company Contributions and
income attributable to such Company
contributions forfeited on the date of such
distribution, if such former Participant
becomes a Participant of this Plan or the
Thrift Plan for Employees of Conoco Inc.
prior to one-year Breaks-in-Service.
X - 7
<PAGE> 51
3. Member Initiated Before Tax Account Withdrawals.
Any Member, by written direction to the Trustee in
the manner prescribed by the Benefit Board shall be
entitled to withdraw his Before Tax Account upon
retirement, separation from service, or upon
attaining the age of 59 1/2. Any Member, by written
direction to the Trustee in a form prescribed by the
Benefit Board, shall be entitled to withdraw his
Before Tax Account upon the disposition by Conoco of
substantially all of the assets (within the meaning
of Code section 409(d)(2)) used by Conoco in a trade
or business of Conoco or upon the disposition by
Conoco of its interest in a subsidiary (within the
meaning of Code section 409(d)(3)), provided,
however, that the Member continues employment with
the corporation acquiring such assets or with the
subsidiary, and provided that the distribution is in
the form of a lump sum as defined in section
401(k)(10)(B)(ii) of the Code. In the event of the
death of a Member, his designated beneficiary shall
be entitled to withdraw the Member's Before Tax
Account. Prior to age 59 1/2 and while employed by
Conoco, a Participant may not make a withdrawal from
his Before Tax Account except upon prior approval of
the Benefit Board, or one to whom the Benefit Board
has specifically delegated the authority to determine
Hardship, who shall grant a full withdrawal from his
Before Tax Account only upon proof of Hardship
requiring the entire sum of his Before Tax Account.
A Hardship withdrawal of an amount less than the
entire Employee Account shall be made pursuant to
Article X.C.2. A Participant who is making a
complete withdrawal for reason of Hardship shall be
required to first withdraw funds from his Regular
Account as provided to meet the definition of
Hardship in Article II.W. A Participant shall not be
granted a withdrawal under this Article X.B.3. unless
he proves he meets the definition of Hardship set
forth in Article II.W. The Benefit Board, or its
delegee will determine whether the definition of
Hardship has been met.
If the withdrawing Member is also a Participant in
the Plan, he shall be ineligible to participate in
the Plan for a period of six full months from the
date of his withdrawal, except that if the
withdrawing Participant has a Regular Account
subsequent to the withdrawal, deposits to his
Employee Account may continue during this six month
period, except as otherwise provided in Article
II.W.B.2. Suspensions under Articles X.B.2., X.B.3.
and X.C. shall run concurrently.
4. Special Provisions Applicable to Transferred
Employees
Withdrawals pursuant to the provisions of this
Article X.B.4. shall be subject to the following
conditions:
X - 8
<PAGE> 52
a. A transfer of employment from Conoco to an
Affiliated Company or a corporation which has
adopted a profit sharing plan administered by
an Affiliated Company, or between Affiliated
Companies or corporations which have adopted
a profit sharing plan administered by an
Affiliated Company, shall not be considered
as a termination of or separation from
employment.
b. If a Member is transferred at the request or
with the consent of Conoco to the employ of
an employer not participating in the Plan or
to otherwise noneligible employment, such
Member may continue his Employee Account
during the period of such employment but with
no further deposits or contributions during
such period, except as provided for in
Article X.B.4.d. If such transfer is to the
employ of an Affiliated Company or
corporation which has adopted a profit
sharing plan administered by an Affiliated
Company, participation in the profit sharing
plan of such corporation shall be included in
determining the Member's years of
participation and years of service in this
Plan. If such transfer is to the employ of
an employer which does not permit
participation in the profit sharing plan of
an Affiliated Company, the period of
employment with such employer shall be
included in determining years of
participation and years of service in this
Plan.
c. A Member who is or has been transferred at
the request or with the consent of Conoco,
from Conoco to an Affiliated Company or a
corporation which has adopted a profit-
sharing plan administered by an Affiliated
Company, may request the Trustee, in the
manner prescribed by the Benefit Board, to
transfer his entire Employee Account in the
Plan to the profit-sharing plan maintained by
his employer. The transfer of an Employee
Account will not be considered a withdrawal
from this Plan. The Benefit Board shall
determine whether the transfer of an Employee
Account shall be in cash or in kind on the
basis of uniform rules applicable to all
Members on the same basis.
d. A Member who is or has been transferred from
Conoco to an Affiliated Company, which is a
member of the Du Pont controlled group or a
corporation which has adopted a profit-
sharing plan administered by an Affiliated
Company, which is a member of the Du Pont
controlled group and who continues his
Employee Account pursuant to X.B.4.b., may
make the maximum amount of Supplemental
Deposits allowable under Article II.RR. to
his Employee Account.
X - 9
<PAGE> 53
5. Loss of Part of Regular Account on Withdrawal
In case any Member shall, by reason of any withdrawal
under any provision of this Article X., lose his
interests and rights in any part of his Employee
Account, the amount so lost shall be applied to
reduce the subsequent contributions of Conoco under
the Plan, or if the Plan shall be terminated, the
Trustee shall credit any amount not so applied
ratably to the Employee Accounts of all other
Participants in the Plan at the time of termination.
To the extent required for such purposes, the Trustee
shall sell or turn in for redemption any security
purchased at the direction of the withdrawing Member.
6. Method of Payment
Upon any withdrawal under the provisions of this
Article X. except pursuant to Article X.A.3., the
Trustee shall determine whether to make payment in
cash or in kind, or both, and for the purpose of any
such payment in cash, the Trustee may sell or turn in
for redemption any security that shall have been
purchased at the direction of the withdrawing Member.
To the extent practicable, the Trustee will make
payment in kind only if the withdrawing Member shall
so request. For the purpose of valuing an Employee
Account in connection with any withdrawal under the
provisions of this Article X. or Article XIX.B. and
for the purpose of any distribution in kind,
securities shall be valued pursuant to uniform
regulations to be issued and published by the Benefit
Board or as otherwise set out in the Plan.
C. Partial Withdrawals
1. Member Initiated Regular Account Withdrawals.
By written direction to the Trustee in the manner
prescribed by the Benefit Board, any Member, except a
Non-spouse Beneficiary, may make a maximum of three
partial withdrawals from his Regular Account each
calendar year. Notwithstanding the preceding
sentence, at no time may:
(i) a Member withdraw more than the
remaining credit to his Regular
Account, exclusive of any loan
balance;
(ii) a Member withdraw his entire Regular
Account under this Article X.C.1.,
unless such Member also has a
Before Tax Account;
(iii) nonvested Member withdraw an amount
that is not reduced by the amount of
Company Contributions and any income
X - 10
<PAGE> 54
attributable to such Company
Contributions that must remain in
his Employee Account to ensure that
he does not receive an amount
greater than the amount to which he
would be entitled if he were making
a withdrawal pursuant to Article
X.B.2.b.
Partial withdrawals shall be subject to the
suspension provisions of Article X.C.1.b.
a. Sequence of Withdrawal of Funds.
For the purpose of determining whether a
withdrawal subject to a suspension as
described in Article X.C.1.b. has occurred,
all partial withdrawals shall be made in the
following sequence from a Participant's
Regular Account. If the Participant is not
entitled to withdraw Company Contributions,
the sequence of withdrawal shall be as stated
below but omitting the items referring to
Company Contributions.
(1) Supplemental Deposits;
(2) Rollover Assets;
(3) Earnings (including profit and
loss);
(4) Basic Deposits in the Regular
account more than 24 months;
(5) Company Contributions in the Regular
Account more than 24 months;
(6) Basic Deposits in the regular
Account 24 months or less; and
(7) Company Contributions in the Regular
Account 24 months or less;
b. Suspensions Due to Partial Withdrawal.
In the case of any partial withdrawal under
Article X.C.1. or XVI.B.4., of the type of
funds described in X.C.1.a(5), (6) or (7)
[[X.C.1.a(6) or (7)]], a Member, who is a
Participant may not make any Basic Deposits
to his Employee Account for a period of six
months following his most recent withdrawal.
If a Participant makes a partial withdrawal
during the time he is precluded from making
Basic Deposits pursuant to this Article
X.C.1.b., the six-month period imposed for
any previous withdrawal shall run
X - 11
<PAGE> 55
concurrently with the six-month period
following his most recent withdrawal. This
period shall be included in determining the
Participant's years of participation under
the Plan and shall not be deemed to be a
suspension for the purpose of Article IX of
the Plan.
During the period of suspension provided for
in this Article X.C.1.b., a Participant who
is making Supplemental Deposits will continue
making such deposits until he voluntarily
elects to suspend such deposits in accordance
with Article IX.B.
c. Redeposits and Interests Remaining upon
Partial Withdrawals.
Upon any withdrawal pursuant to this Article
X.C.1.:
(1) A nonvested Member forfeits the
matching Company Contributions and
income attributable to such Company
Contributions attributable to the
Basic Deposits he withdraws,
provided, however, that if a
nonvested Member who is a
Participant redeposits the total
amount of Basic Deposits which he
withdrew or the total amount of the
withdrawal, valued as of the date of
withdrawal, then in such event,
Conoco shall contribute to the
Employee Account of the Participant
an amount equal to the amount of
Company Contributions and income
attributable to such Company
Contributions forfeited under this
paragraph. Only an Employee, who is
a Participant, or an employee of an
Affiliated Company who has an
Employee Account in the Plan is
entitled to make such a redeposit
and the redeposit must be made no
later than the close of the first
period of five consecutive One-Year
Breaks-in-Service commencing after
the withdrawal.
(2) A vested Member shall not lose his
interest in or his rights in respect
to the balance of his Employee
Account.
2. Applicable to A Member's Before Tax Account
a. Eligibility to Make Withdrawal
A Member, if not employed by Conoco, by
written direction to the Trustee in the
manner prescribed by the Benefit Board, shall
be entitled to make a partial withdrawal from
his Before Tax Account upon his retirement or
upon separation from service. A Participant,
by direction to the Trustee, in the manner
prescribed by the Benefit Board, shall be
entitled to make a partial withdrawal from
his Before
X - 12
<PAGE> 56
Tax Account upon attaining the age of 59 1/2
(subject to procedures implemented by the
Benefit Board to implement Code Section
72(e)(8)(1)) or upon proof of Hardship. A
Participant may not make a Hardship
withdrawal except by prior approval of the
Benefit Board or its delegee, unless the
Participant certifies that the need for the
withdrawal is a result of medical expense,
college education expense, or the purchase of
a principal residence for the Participant or
his dependent. The amount of a partial
Hardship withdrawal will be limited to the
amount of immediate financial need
demonstrated by the Participant to the
Benefit Board, or its delagee.
b. Conditions of Partial Withdrawal of Before
Tax Account.
(1) A Participant shall not be granted a
withdrawal under Article X.C.2
unless he proves he has attained age
59 1/2 or that he meets the
definition of Hardship set forth in
Article II.W. The Benefit Board or
its delegee will determine whether
the definition of Hardship has been
met.
(2) A nonvested Member forfeits the
matching Company Contributions and
income attributable to such Company
Contributions attributable to the
Basic Deposits he withdraws from his
Before Tax Account, unless such
nonvested Member is a Participant
who subsequently redeposits the
total amount of such withdrawal to
his Regular Account pursuant to
Article X.B.2.d(2) and subsequently
vests in such Company Contributions.
The amount of Basic Deposits that
may be withdrawn by a nonvested
Member will be reduced by the amount
of Company Contributions and income
attributable to such Company
Contributions which must remain in
the Member's Regular Account to
insure that he would receive the
amounts to which he would be
entitled if he were making a full
withdrawal of his Employee Account.
3) A Member who makes a partial
withdrawal from his Before Tax
Account shall make such withdrawals
of Basic Deposits and Earnings in
his Before Tax Account in the same
order and under the same terms and
conditions relating to suspension
from participation in the Plan and
frequency of withdrawals as would
apply to his Regular Account
pursuant to Article X.C.1. but
subject to the limitations on
withdrawal of this Article X.C.2.,
except that if such withdrawal shall
be by a Participant for reason of
Hardship it shall not be counted as
one of the three partial withdrawals
allowable during a calendar year.
X - 13
<PAGE> 57
3. If, at any time pursuant to the provisions of Article
X.C., a Member withdraws the entire amount credited
to his Employee Account, he shall be deemed to have
made a full withdrawal pursuant to Article X.B.
D. Separation from service during or after the year in which a
Participant attains age 55 shall be considered to be on
account of early retirement under this Plan solely for the
purpose of enabling the Member to qualify for an exemption
under Section 72(t)(2)(A)(v) of the Internal Revenue Code.
E. Compliance with Minimum Distribution Rules
1. General Rule
Notwithstanding any other provision of this Plan, a
Member, Beneficiary, Terminated Member, Retired
Member, or Alternate Payee shall receive Minimum
Distributions. "Minimum Distributions" shall mean
distributions in such amounts as are required to
satisfy section 401(a)(9) of the Code, the incidental
death benefit rule of section 401(a)(9)(G) of the
Code, and regulations under both of those Code
sections, and which are made no later than required
to satisfy section 401(a)(9) of the Code and
regulations thereunder. Except as provided in
Article X.E.2., 3. and 4. below, a Member,
Beneficiary, Terminated Member, Retired Member, or
Alternate Payee shall receive his Minimum
Distributions on or before his Required Beginning
Date in the form of a lump sum payment of his entire
Vested Account. In the case of a Member, Terminated
Member or Retired Member, the Required Beginning Date
is April 1 of the year following the year in which
such individual turned age 70 1/2. In the case of a
Beneficiary or Alternate Payee, the Required
Beginning Date is December 31 of the year in which
the Member to whom the benefit relates turns or would
have turned age 70 1/2.
2. Active Employees
If, prior to January 1, 2000, a Member has not
terminated employment with Conoco on or before April
1 of the calendar year following the calendar year in
which he attained age 70 1/2, Deemed Minimum
Distribution payments, in such amounts as would be
required to satisfy code section 401(a)(g), if such
Member had terminated his employment, will begin no
later than that date in the form elected by the
Member pursuant to Article X.A.2, or if the Member
has not made such election, in the form of a Lifetime
Periodic Payment calculated on the actuarial life of
the Member.
X - 14
<PAGE> 58
3. Retired Members
If a Retired Member makes an election under Article
X.A.3. of the Plan to receive a Periodic Payment
Option and the payments begin before his Required
Beginning Date, the payments will be adjusted no
later than his Required Beginning Date, as necessary,
to ensure that the Retired Member receives Minimum
Distributions. If the Retired Member has made such
an election but the payments do not begin before his
Required Beginning Date, Minimum Distributions will
begin no later than that date, in the form elected by
the Retired Member, adjusted as necessary to ensure
that the Retired Member receives Minimum
Distributions. If a Retired Member, who has made an
election under Article X.A.2. has not withdrawn his
entire Employee Account or made an election pursuant
to Article X.A.3., Minimum Distributions will begin
no later than his Required Beginning Date in the form
of a Lifetime Periodic Payment calculated on the
actuarial life of the Retired Member, adjusted as
necessary to ensure that the Retired Member receives
Minimum Distributions.
4. Spouse Beneficiaries
Payments to a spouse beneficiary must be made
according to the following rules.
a. If the Member died before his Required
Beginning Date, payments to the spouse
beneficiary must begin no later than the
Beneficiary's Required Beginning Date and
must be over the life expectancy of the
spouse beneficiary, or a period certain which
is no longer than that life expectancy (or 5
years if that is greater than the life
expectancy).
b. If the Member died on or after his Required
Beginning Date, payments to the spouse
beneficiary must begin immediately and must
be made at least as rapidly as the method in
effect at the Member's death.
F. Waiver of Notice
Notwithstanding any other provision of the Plan:
If a distribution is one to which sections 401(a)(11) and 417
of the Internal Revenue Code do not apply, such distribution
may commence less than 30 days after the notice required under
section 1.411(a)-11(c) of the Income Tax regulations is given,
provided that:
X - 15
<PAGE> 59
(1) the Plan Administrator clearly informs the
Participant that the Participant has a right
to a period of a least 30 days after
receiving the notice to consider the decision
of whether or not to elect a distribution
(and, if applicable, a particular
distribution option), and
(2) the Participant, after receiving the notice
affirmatively elects a distribution.
The term "Participant" as used in this Article X. F. shall
have the same meaning as used in Revenue Procedure 93-47, as
released on November 30, 1993, and not the meaning set forth
in Article II. HH.
G. Twenty Percent Withholding
Any distribution made under this Article X. and any "Deemed
Withdrawal" under Article XI. that is an Eligible Rollover
Distribution within the meaning of Article XXIII. B. 2. a. and
which a Member does not elect to have paid directly to an
Eligible Retirement Plan specified by the Distributee in the
form of a Direct Rollover shall be subject to the 20 percent
withholding specified in Code section 3405.
X - 16
<PAGE> 60
XI. LOANS
A. Eligibility for a Loan
1. The Loan Administrator (as provided for in Article
XI.K.1. may grant a loan to any Plan Member who at
the time of loan closure is eligible to make Basic
Deposits pursuant to Article IV., or who would be
eligible to make Basic Deposits but for the
suspension provisions of Articles IX.B. or X.C. and
to any Plan Member with an Employee Account who is a
participant of the Thrift Plan for Employees of
Conoco Inc. (the "Thrift Plan") entitled to make
Basic Deposits under Article IV. of the Thrift Plan,
or who would be eligible to make Basic Deposits, but
for the Suspension provisions of Articles IX.B., X.B.
or X.C. of the Investment Plan. The Loan
Administrator may also grant a loan to any
"party-in-interest" (as defined in 29 U.S.C. Section
1002(14)) with an Employee Account or to any person
who has a vested Employee Account under the Plan and
who is employed by a Corporate Affiliate. A loan may
not be granted to those Members eligible to make
Basic Deposits pursuant to Article IX.A.3. For the
purpose of this Article XI., a person to whom a loan
is granted shall be referred to as a "Borrowing
Participant." For the purpose of this Article XI.,
Corporate Affiliate shall mean a corporation that has
adopted the Plan or any other profit sharing plan and
is a member of the controlled group of corporations
(within the meaning of Section 1563(a) of the
Internal Revenue Code, determined without regard to
Section 1563(a)(4) and Section 1563(3)(3)(C)) of
which Du Pont is parent, and any corporation which is
not a member of said controlled group of corporations
but has adopted any profit sharing plan administered
by a plan administrator appointed by any member of
said controlled group.
2. The Loan Administrator may grant up to five loans,
but never more than one loan on any day, from such
Borrowing Participant's vested Employee Account,
provided, however, that no loans may be granted on
the basis of a Borrowing Participant's Employee
Account to which he has not contributed Basic
Deposits, and may direct the Trustee to disburse
trust funds to such Borrowing Participant, provided
that such loans are available to all persons
described in Article XI.A.1. on a reasonably
equivalent basis and the terms and conditions of such
loans comply with this Article XI. and such other
terms and conditions as the Benefit Board may from
time to time prescribe.
3. Application for a loan shall be in the manner
prescribed by the Benefit Board. Each loan shall be
evidenced by a promissory note which shall set forth
the principal amount of the loan, the rate of
interest, the repayment schedule, identification of
any security interest or collateral, and such other
items as may be determined by the Benefit Board.
XI - 1
<PAGE> 61
4. Notwithstanding anything to the contrary, a loan
shall not be granted if it would adversely affect
either the status of the Plan as one which qualifies
as a profit sharing plan pursuant to Section 401 of
the Internal Revenue Code of 1954, as amended, or
which would adversely affect the trust maintained
pursuant to Article XIV.A. as a trust which is exempt
from Federal Income Tax pursuant to Section 501 of
the Internal Revenue Code of 1954, as amended.
B. Obtaining Funds For a Loan
Upon approval of the Loan Administrator of the loan
application, such Borrowing Participant shall direct the
Trustee to sell, turn in for redemption, or liquidate, as may
be appropriate, any investments in his Employee Account under
any one or more of Options A., B., C., or D. as is necessary
to make funds available for the loan granted to such Borrowing
Participant and direct the Trustee to disburse such funds to
the Borrowing Participant, provided such loan shall not be
prohibited by any law including, but not limited to, Section
4975 of the Code of 1954, as amended, or Section 406 of the
Employee Retirement Income Security Act, as amended.
1. Such sale, redemption, or liquidation shall be by
Fund Transfer Order or such other direction or form
as prescribed by the Benefit Board, however, to the
extent the funds are available for the loan amount in
a Borrowing Participant's Regular Account, such sale
will be made from any one or more of Options A., B.,
C., or D. of said Regular Account.
2. Any funds disbursed as a loan to a Borrowing
Participant shall be deemed invested in Option E.
(Loan Account).
C. Maximum Amount of Loan
The amount of any loan from the Plan, determined by
aggregating the outstanding balances of loans from the Plan,
the Thrift Plan, and loans from profit sharing plans adopted
by any Corporate Affiliate, shall not be less than $1,000.00
nor greater than the lesser of (i) $50,000.00 reduced by the
excess, if any, of (1) the highest outstanding balance of
loans from the Plan during the one-year period ending on the
day before the date on which such loan was made over (2) the
outstanding balance of loans from the Plan on the date on
which such loan was made; or (ii) 50 percent of the vested
portion of the Borrowing Participant's Employee Account. The
value of the Borrowing Participant's Employee Account for the
purpose of this Article XI.C. shall be determined by the Loan
Administrator from the most recent valuation information that
is available at the time of receipt of the loan application,
as adjusted by any contributions or withdrawals made after
receipt of the loan application and prior to loan closure,
subject to the following additional provisions:
XI - 2
<PAGE> 62
1. Solely for the purpose of determining whether the
amount of any loan made under the Plan as adopted by
any corporation which is a member of the controlled
group of corporations (within the meaning of Section
1563(a) of the Internal Revenue Code, determined
without regard to Section 1563(a)(4) and Section
1563(e)(3)(C)) of which Du Pont is parent, exceeds 50
percent of the value of the vested portion of the
Borrowing Participant's Employee Account, the Loan
Administrator shall include the vested portion of the
Borrowing Participant's Employee Account in the Plan,
the Thrift Plan, and the Du Pont Savings and
Investment Plan, exclusive of the Borrowing
Participant's Employee Account in the Plan, the
Thrift Plan,. and the Du Pont Savings and Investment
Plan as such plans have been adopted by corporations
which are not members of said controlled group of
corporations.
2. The maximum amount of any loan shall in no event
exceed 50 percent of the vested portion of the
Borrowing Participant's Employee Account, exclusive
of any Employee Account established pursuant to a
QDRO or to which the Borrowing Participant is
entitled as a beneficiary under Article XII., as
determined from the most recent valuation information
that is available at the time of loan closure. For
purposes of the preceding sentence, when loans are
made simultaneously to a Borrowing Participant under
the Plan, as adopted by Corporate Affiliates which
are members of the control group and as adopted by
members which are not members of the controlled group
(within the meaning of Section 1563(a) of the
Internal Revenue Code, determined without regard to
Section 1563(a)(4) and Section 1563(e)(3)(C)), no
such loan shall be considered to exceed 50 percent of
value of the vested portion of the Borrowing
Participant's Employee Account if the aggregate
amount of said loans does not exceed 50 percent of
the sum of the Borrowing Participant's Employee
Accounts under the Plan, as adopted by said
corporations.
D. Loan Payment Period
The period of any loan shall be as requested by the Borrowing
Participant and as agreed to by the Loan Administrator,
provided that the minimum period of any loan shall be 12
months, with additional monthly increments, through a maximum
loan period of 60 months, provided, however, that such maximum
loan period may be greater than 60 months and not more than
120 months for a loan granted to a Borrowing Participant who
has furnished evidence satisfactory to the Benefit Board that
the loan will be used to acquire any dwelling unit which,
within a reasonable time, is to be used (determined at the
time the loan is made) as the principal residence of the
Participant.
XI - 3
<PAGE> 63
E. Rate of Interest
1. The rate of interest that shall be charged for a loan
granted pursuant to Article XI. shall be determined
on the last work day of the calendar month preceding
the receipt of the loan application, or any other
date as designated from time to time by the Benefit
Board, and shall be the average rate for secured
personal loans (rounded to the next lower one-quarter
percent) than in effect at a group of financial
institutions, as designated from time to time by the
Benefit Board, provided, however, that the interest
rate shall not exceed the maximum amount allowed by
law.
2. The rate of interest, with respect to any loan, shall
be constant throughout the term of the loan and shall
not exceed the rate of interest permitted under
applicable law. Each Borrowing Participant shall
receive from the Loan Administrator, at the time of
loan closure, a statement regarding the amount of the
loan, the annual percentage rate, the amount of
interest, and total repayment schedule of the loan,
and any additional information required by applicable
law.
F. Frequency of Loans
A loan shall not be granted more frequently than once during
any 24-consecutive-hour period.
G. Method of Loan Repayment
Unless otherwise provided in this Article XI., repayment of
the outstanding principal and accrued interest on any loan
shall be accomplished through the deduction of equal amounts
(or nearly equal amounts) from the monthly Compensation of the
Borrowing Participant during the term of the loan. The
repayment amount representing principal shall be credited
first to a Borrowing Participant's Before Tax Account until or
unless the loan account balance of such Before Tax Account is
equal to zero. The repayment amount representing interest
shall be credited to earnings in the Borrowing Participant's
Regular or Before Tax Account as applicable. The loan
repayment amounts shall be invested pursuant to the Borrowing
Participant's current Investment Direction as provided for in
Article VII. If the monthly Compensation of a Borrowing
Participant is not sufficient to obtain or the Borrowing
Participant does not authorize the scheduled principal and
interest payment which becomes due and payable ("Loan
Payment"), unless the Loan Payment or interest payment is
being made by direct remittance as provided for in Article
XI.H., a default will be declared pursuant to Article XI.J.1.
XI - 4
<PAGE> 64
H. Exceptions to Normal Method of Repayment
1. A Borrowing Participant who is on an authorized leave
of absence or an absence due to layoff or strike and
is not paid his Compensation nor entitled to such
Compensation because of such absence shall be
permitted for a period not to exceed 12 consecutive
months, to remit directly to the Loan Administrator
the amount of any scheduled Loan Payment. The
payment of less than the scheduled Loan Payment will
be declared a default pursuant to Article XI.J.1.
If, at the conclusion of a 12-consecutive-month
period of absence, the Borrowing Participant has not
returned, the amount of the Loan Account shall be
cancelled pursuant to Article XI.J.2.
2. If it is determined by the Loan Administrator that
the procedure of payroll deduction as a method of
Loan Payment is not feasible with respect to a
Borrowing Participant, such Borrowing Participant
shall remit directly to the Loan Administrator the
amount of any scheduled Loan Payment. The payment of
less than the scheduled Loan Payment will be declared
a default pursuant to Article XI.J.1.
3. Notwithstanding a declaration of a default pursuant
to Article XI.J.1., due to a Borrowing Participant's
termination of employment, a Borrowing Participant
who has elected early, normal, or incapacity
retirement and has elected to defer withdrawal of his
Employee Account pursuant to Article X.A.2. may, for
such period of deferral, remit directly to the Loan
Administrator the amount of any scheduled Loan
Payment for any loan obtained from the Thrift Plan
for Employees of Conoco Inc. prior to January 1,
1999. The payment of less than the scheduled Loan
Payment will be declared a default pursuant to
Article XI.J.1.
4. In the event that any Borrowing Participant fails to
make direct remittance as provided under this Article
XI.H. of any scheduled principal and interest payment
under Article XI.H.1. 2, and 3 by the 45th day after
such payment is due, a default will be declared
pursuant to Article XI.J.1.
5. Notwithstanding anything to the contrary, no
provision of this Article XI.H. shall extend the
approved term of the loan.
I. Prepayment of Loan Balance
Notwithstanding any other provisions of this Article XI., a
Borrowing Participant shall retain the right to repay, at any
time prior to the end of the loan period, without penalty, the
full amount of any loan granted pursuant to this Article XI.
Such payment shall be made in cash, a certified or cashier's
check, or such other form of guaranteed payment as permitted
by the Loan Administrator, or by an election on
XI - 5
<PAGE> 65
the part of the Borrowing Participant to incur a Deemed
Withdrawal from such Borrowing Participant's Employee Account
pursuant to the terms of Article XI.J.4.
J. Loan Defaults
1. While any portion of a loan in a Member's Employee
Account is outstanding, a default will be declared as
described in Article XI.G., XI.H.1, 2, 3, or 4 or
upon the termination of employment of any Borrowing
Participant, such termination including, but not
limited to, retirement, death, disability, or
resignation but excluding any transfer of employment
to any Corporate Affiliate and any transfer of
employment as stated in Article X.B.4. (Declaration
of Default). Except as provided in Article XI.J.3.,
a notice (Notice of Default) will be issued upon a
Declaration of Default.
2. A Deemed Withdrawal pursuant to Article XI.J.4. will
be made from the Borrowing Participant's Employee
Account without the issuance of a Notice of Default
at the end of any direct remittance period provided
in Article XI.H.1. A Deemed Withdrawal will be made
for loans upon the occurrence of a Declaration of
Default with respect to the loan for which the
Declaration of Default was issued, for the Loan
Balance of a loan granted pursuant to this Article
XI. if all Loan Payments are not made prior to 45
days after the first Loan Payment was not made by the
Borrowing Participant.
3. If the Loan Administrator does not receive payment of
any unpaid scheduled Loan Payment or payments due
pursuant to Article XI.H.4. within 30 days of the
issuance of a Notice of Default, the Loan Account and
accrued interest (Loan Balance) shall be deemed
withdrawn (Deemed Withdrawal) as follows:
a. If the Loan Account is in a Member's Regular
Account only, a Deemed Withdrawal shall be
made from the Borrowing Participant's Regular
Account for the amount of the Loan Balance.
b. If the Loan Account is in a Member's Before
Tax Account and the Borrowing Participant is
not age 50 1/2 or over, a Deemed Withdrawal
shall be made consistent with the provisions
of Article XI.J.4.d.
c. If the Loan Account is in a Member's Before
Tax Account and the Borrowing Participant is
eligible to make a withdrawal from such
account, then a Deemed Withdrawal shall be
made from the Borrowing Participant's Before
Tax Account unless the Member elects
otherwise.
XI - 6
<PAGE> 66
d. Notwithstanding the preceding, no Deemed
Withdrawal shall occur if such withdrawal
would adversely affect the status of the Plan
under Section 401(a) or 401(k) of the Code of
1954, as amended. In that event, the Plan
Administrator may take such other action as
it deems necessary to ensure repayment of
loans made under this Article and in
compliance with applicable law. If a Deemed
Withdrawal under Article XI.J.4. would
adversely affect the status of the Plan under
Section 401(a) or 401(k) of the Code:
1. The Member's entire Regular Account shall be
distributed to the Member, subject to Article
X.B.2.a. and b. in accordance with the previously
given consent of the Member.
2. If the Member is a Participant in the Plan, he shall
be suspended from making Supplemental Deposits
during the period beginning 45 days from the date the
first payment is missed and ending with the last day
of the month in which all Past Due Loan Payments are
made; and
3. If the Member is a Participant in the Plan, he shall
be suspended from making Basic Deposits and from
receiving matching Company Contributions pursuant to
Article V.A.1. during the period beginning 45 days
from the date the first payment is missed and ending
with the last day of the month in which all the Past
Due Loan Payments are made or the expiration of six
months whichever is later.
4. The amount of any Deemed Withdrawal shall be
considered to have been distributed from the
Borrowing Participant's Employee Account pursuant to
the sequence of withdrawals specified in Article X.C.
and shall be subject to the suspensions thereof, but
such Deemed Withdrawal will not be considered as one
of the three partial withdrawals allowable in a
calendar year.
5. A Deemed Withdrawal may be initiated by the Loan
Administrator pursuant to conditions described in
this Article XI.J.
K. Loan Administrator's Authority/Responsibility
1. Subject to the direction of the Board, the Benefit
Board shall have overall responsibility for the
administration and operation of the loan procedure
under this Article XI., which responsibility it shall
in part discharge by the appointment of a Loan
Administrator.
2. The Loan Administrator shall be one or more persons
appointed by the Benefit Board. In the absence of
such appointment, the Benefit Board shall be the Loan
Administrator.
XI - 7
<PAGE> 67
Each person serving as the Loan Administrator shall
remain in office at the will of the Benefit Board,
and the Benefit Board may from time to time remove
any person serving as the Loan Administrator with or
without cause and shall appoint his successor. The
Loan Administrator shall have the general
responsibility for the administration of loans to
Borrowing Participants under the Plan.
3. Each person, upon being appointed Loan Administrator,
shall file an acceptance thereof in writing with the
Benefit Board. Any person serving as Loan
Administrator may resign by delivering his written
resignation to the Benefit Board, and such
resignation shall become effective upon the date
specified therein. In the event more than one person
is serving as Loan Administrator, the remaining
persons serving as Loan Administrator shall
constitute the Loan Administrator with full power to
act until said vacancy is filled.
4. The Loan Administrator shall administer loans to
Borrowing Participants in accordance with the terms
of the Plan and shall have all powers necessary to
accomplish that purpose, including, but not limited
to, the following:
a. To process, approve, or disapprove
applications for loans to Borrowing
Participants, based upon objective criteria
applied consistently;
b. To decide all questions arising in the
administration of loans, including those
relating to eligibility for a loan, the terms
and conditions for such loan, and the
repayment of such loan;
c. The authorize the Trustee to make payment of
funds to the Borrowing Participant. Further,
to submit to the Trustee amounts received in
repayment of principal and interest and
advise the Trustee of the Plan options such
funds are to be invested in;
d. To execute on behalf of the Benefit Board, as
creditor, any note, security agreement, or
other evidence of credit or security
arrangement created pursuant to the
provisions of this Article;
e. To communicate to Participants any changes
regarding the terms and conditions upon which
a loan shall be granted, including the
applicable rate of interest charged with
respect to a loan, and the effective date
with respect to any such changes.
5. The Loan Administrator shall have authority to
delegate, from time to time, all or any part of its
responsibilities under the Plan to such person or
persons as it may deem advisable and in the same
manner revoke any such
XI - 8
<PAGE> 68
delegation of responsibility. Any action of the
delegate shall have the same force and effect for all
persons hereunder as if such action had been taken by
the Loan Administrator.
L. Suspension of Loans
The Benefit Board may from time to time suspend the granting
of loans under the Plan for such purposes as the Benefit Board
may determine, including, but not limited to, the proper
discharge of its fiduciary duties under law.
XI - 9
<PAGE> 69
XII. BENEFICIARIES, TERMINATED EMPLOYEES, AND ALTERNATE PAYEES
A. Beneficiary Designation
Any Member, except an Alternate Payee or a Non-spouse
Beneficiary, may file with the Trustee a written designation,
in the form prescribed by the Benefit Board, of the
beneficiary or beneficiaries to receive all or part of his
Employee Account upon his death. If however, a Member is
married, such Member may not designate anyone other than his
spouse as beneficiary under the Plan, unless the Member's
spouse consents in writing (such consent being duly notarized)
to the designation of any other beneficiary. A Member who is
single, or a married Member with spousal consent may from time
to time change or cancel the existing beneficiary designation.
The last such designation received by the Trustee shall be
controlling over any testamentary or other disposition;
provided, however, that no designation, or change or
cancellation thereof, under this Plan shall be effective
unless received by the Trustee prior to the Member's death,
and in no event shall it be effective as of a date prior to
such receipt.
Notwithstanding the preceding sentence, if a beneficiary or
beneficiaries disclaims Plan assets to which he is entitled as
a properly designated beneficiary under this Article XII.A.,
the benefits will be paid to the contingent beneficiary or
beneficiaries designated by the deceased Member. If there is
no properly designated contingent beneficiary or the
contingent beneficiary disclaims the Plan assets to which he
is entitled as a properly designated beneficiary under this
Article XII.A., then the deceased Member's Employee Account
shall be paid as set forth in Article XII.B., below. Any such
disclaimer shall be:
1. a qualified disclaimer, as defined in the Internal
Revenue Code Section 2518, and
2. received by the Plan no later than 9 months after the
death of the Employee.
B. Payment to Beneficiary(s)
Upon the death of a Member, his entire Employee Account shall
be paid or distributed in lump sum to his spouse, if any,
unless his spouse has consented to the designation of a
beneficiary or beneficiaries, as set forth in Article XII.A
above, then to the beneficiary or beneficiaries designated by
him as provided in Article XII.A. or, in the absence of such
designation to the beneficiary or beneficiaries entitled
thereto under his last will and testament; or, in the absence
of such will and testament, to the beneficiary or
beneficiaries entitled thereto under the intestacy laws
governing the disposition of his estate. If the Trustee shall
be in doubt as to the right of any beneficiary, the Trustee
may pay the amount in question to the estate of the deceased
Member, in which event the Trustee, Conoco, and the Benefit
XII - 1
<PAGE> 70
Board shall not be under any further liability to anyone.
Such payment shall be made no later than the end of the Plan
year in which such Member dies.
C. Payment to Terminated Employees (Terminated Members)
Payment to former Employees who terminated employment with
Conoco other than by Normal, Early or Incapacity Retirement
under the Retirement Plan or other than after attaining age 50
with 10 years of service shall be according to the provisions
of Articles X.B.1. and X.B.2.f.
D. Qualified Domestic Relations Order
The Plan will make payment from a Member's, Terminated
Member's or Retired Member's Regular and/or Before-Tax Account
as required by a qualified domestic relations order, as
defined under section 414(p) of the Code. Any amounts awarded
to an Alternate Payee, prior to the death of the Member,
Terminated Member or Retired Member pursuant to a domestic
relations order determined by the Plan Administrator to be
qualified shall be distributed within 90 days of such
determination, unless the qualified domestic relations order
specifies that the Alternate Payee shall have an account in
the Plan. No Loan, Withdrawal, or other action otherwise
permissible pursuant to any provision of the Plan shall be
taken which, in the opinion of the Plan Administrator, may be
inconsistent with the provisions of a qualified domestic
relations order.
E. Sale of Business or Facility
1. An Employee or former Employee who has an Employee
Account and whose employment with Conoco or an
Affiliated Company is to be terminated in connection
with the sale by Conoco or an Affiliated Company of
any business or facility (such Employee or former
Employee is hereinafter referred to as
"Sale-Terminee") may, at any time prior to
termination of employment, make an irrevocable
election to have the balance of his Employee Account
paid directly to the trustee of a qualified defined
contribution plan maintained by the purchaser of the
business or facility, if such plan will accept the
transfer of assets. If he so elects, the following
provisions will apply, notwithstanding anything else
to the contrary in the Plan.
a. On or after the valuation date occurring as
soon as is practicable pursuant to procedures
established by the Benefit Board, after
termination of the Sale-Terminee's employment
with Conoco or an Affiliated Company, the
balance of his Employee Account shall, upon
approval by the Benefit Board, be liquidated
and transferred in cash.
XII - 2
<PAGE> 71
b. If the receiving plan will permit transfer of
loans and the purchaser of the business or
facility agrees to make deductions from
monthly compensation of the Sale-Terminee for
loan payments, the Sale-Terminee's
termination of employment with Conoco or an
Affiliated Company shall not cause a
Declaration of Default to occur. Except as
provided in this paragraph b., the provisions
of Section XI.J., "Loan Default", will apply
to such loan prior to its transfer to the
receiving plan and for the purpose of
applying Section XI.J., termination of
employment or retirement from the purchaser
of the business or facility shall be
considered a termination of employment or
retirement from Conoco.
c. Payment to the trustee of the receiving plan
will be made after Conoco receives
satisfactory proof that the requirements of
Section 414(l) of the Code will be satisfied
in the transfer of assets. Payment will be
based on the value of the Employee Account as
of the valuation date occurring after Conoco
receives such proof, pursuant to procedures
established by the Benefit Board, and will be
made in cash and/or promissory notes.
d. When the Sale-Terminee's Employee Account is
transferred to the trustee of the receiving
plan, the entire Employee Account shall be
transferred whether or not the Sale-Terminee
was entitled to withdraw his entire Employee
Account at the time of termination of
employment with Conoco or an Affiliated
Company.
e. After the Sale-Terminee has elected to
transfer his Employee Account and has
terminated employment with Conoco or an
Affiliated Company and prior to the transfer
of his Employee Account to the receiving plan
the following rules shall apply:
If the Sale-Terminee terminates employment
with the purchaser of the business or
facility, he or his beneficiary will be
entitled to his entire Employee Account.
2. If prior to his scheduled termination of employment
with Conoco or an Affiliated Company in connection
with the sale of a business or facility the
Sale-Terminee terminates employment for any reason
other than death or disability, Article XII.E.1. and
2. shall not apply and the Sale-Terminee election to
transfer assets shall be void.
XII - 3
<PAGE> 72
XIII. RESERVED
XIII - 1
<PAGE> 73
XIV. ADMINISTRATION
A. Trustee
Conoco and Merrill Lynch Trust Company of America, a New
Jersey Corporation, have entered into a Trust Agreement
pursuant to which said trust company is to act as Trustee
under the Plan. Conoco may, without further reference to or
action by a Member, an Employee or any affiliate of Conoco
participating in the Plan:
1. from time to time enter into such further agreements
with the Trustee or other parties and make such
amendments to said Trust Agreement or such further
agreements, as Conoco Inc. may deem necessary or
desirable to carry out the Plan;
2. from time to time designate successor Trustees which
in each case shall be a bank or trust company having
capital and surplus of not less than $10,000,000;
3. from time to time take such other steps and execute
such other instruments as Conoco may deem necessary
or desirable to put the Plan into effect or to carry
it out. The Board shall determine the manner in
which Conoco shall take any such action; and
4. from time to time by action of its Board of Directors
designate or appoint such Investment Managers as the
Board deems necessary to manage and invest any
portion or all of the Plan assets and by action of an
officer of the Company who is a member of the Benefit
Board remove such Investment Managers.
B. Employee Benefit Plans Board
The Board shall create a committee of at least three members,
which shall be known as the Employee Benefit Plans Board (Plan
Administrator). The Board shall from time to time designate
the members of the Benefit Board, and for each of such
members, an alternate, who shall have the full power to act
due to the absence or inability to act of such member. The
Benefit Board shall act by a majority of its members, and the
action of a majority of the Benefit Board, with or without a
meeting, shall be the action of the Benefit Board. No bond or
other security shall be required of any member of the Benefit
Board, or alternate, as such other than as may be required by
law. The general administration of the Plan and the
responsibility for carrying out the provisions of the Plan
shall be placed in the Benefit Board. The Benefit Board is
authorized to allocate such of its fiduciary responsibilities
and to designate persons or groups of persons, whether
employed by the Company or otherwise, to carry out fiduciary
responsibilities under the Plan. The Trustee shall be subject
to the directions of the Benefit Board, and shall comply with
such
XIV - 1
<PAGE> 74
directions, except with regard to the custody of the assets,
the voting with respect to shares held by the Trustee, and the
purchase and sale or redemption of securities which shall be
Trustee responsibilities.
C. Thrift Plan for Retail Employees Regulations
The Benefit Board may from time to time prescribe regulations
for the administration of the Plan, provided that such
regulations are consistent with the provisions hereof.
Without limiting the generality of the foregoing, the Benefit
Board may adopt such regulations with respect to the signature
by a Member and/or the spouse of a Member to any directions or
other papers to be signed by Employees and similar matters as
the Benefit Board shall determine to be necessary or advisable
in view of the laws of any state or states.
D. Recognition of Agency for A Member
The Trustee need not recognize the agency of any party for a
Member unless it shall receive documentary evidence thereof
satisfactory to it and thereafter from time to time, as the
Trustee may determine, additional documentary evidence showing
the continuance of such agency. Until such time as the
Trustee shall receive documentary evidence satisfactory to it
of the cessation or modification of any agency, the Trustee
shall be entitled to rely upon the continuance of such agency
and to deal with the agent as if such agent were the Member.
E. Thrift Plan for Retail Employees Audit
The independent accountants who audit the books and accounts
of Conoco Inc. shall annually examine the records of Conoco
and the Benefit Board in respect of the Plan and, on the basis
of such examination, make such report to the Trustee as it may
request, with copies of the report to the Board and the
Benefit Board. The records of the Trustee and (subject to
such report by said independent accountant) the records of
Conoco and the Benefit Board shall be conclusive in respect of
all matters involved in the administration of the Plan.
F. Reporting to Plan Members
The Trustee shall, annually in or prior to the month of July
of each calendar year, mail to each Plan Member a statement as
of the end of the previous year, in such form as the Trustee
shall determine, setting forth the Employee Account of such
Member based on the fair market value of his Employee Account
as of that date. Such statement shall be deemed to have been
accepted as correct unless written notice to the contrary is
received by the Trustee within 30 days after the mailing of
such statement to the Member.
XIV - 2
<PAGE> 75
G. Administrative Liability
No member of the Benefit Board or alternate and no director,
officer, or Employee of Conoco shall be personally liable for
any act or omission to act in connection with the operation or
administration of the Plan, except for his own willful
misconduct or gross negligence or as may otherwise be provided
in Section 410 of the Employee Retirement Income Security Act
of 1974 (ERISA).
H. Administrative Expense
Reasonable expenses of administering the Plan, including, but
not limited to, the direct expenses of the Benefit Board, the
fees and expenses of the Trustees, the fees of Plan counsel,
recordkeeping expenses and transactional costs shall be paid
as follows:
(a) Brokerage fees, transfer taxes, investment fees, wrap
fees, rebalancing fees and other expenses incident to
the purchase, sale and operation of securities and
other investments and incident to the administration
of Options A. B. C., and D, shall be included in the
cost of such securities or investments or deducted
from the sale proceeds, as the case may be.
(b) All administrative expenses not specified in
paragraph (a) above, shall be paid out of rebates of
recordkeeping costs and other discounts in connection
with investment vehicles available in the Plan. If
such assets or other discounts are paid to the Plan,
any excess remaining after the reasonable
administrative expenses of the Plan have been paid
shall be allocated to the accounts of all Members in
the Plan who have an Employee Account balance greater
than zero on an allocation date designated by the
Plan Administrator.
(c) The balance of any administrative expenses not paid
as described above in paragraphs (a) and (b) of this
Article XIV.H., shall be ratably shared by Conoco
Inc. and its Affiliated Companies participating in
the Plan on such basis as shall be mutually agreed
upon, or failing such agreement, as shall be
determined by the Trustee.
I. Claims by Members
The Benefit Board or its delegee shall review all claims for
benefits under the Plan which are submitted by a Member in the
manner prescribed by the Benefit Board, and shall advise such
Member in writing of any denial or partial denial of benefits
based on such claims and shall set forth the following:
XIV - 3
<PAGE> 76
1. Specific reasons for such denial or partial denial;
2. Reference to pertinent Plan provisions on which the
denial or partial denial is based; and
3. Describe any additional material or information
required for claimant to perfect his claim.
In the event of a denial or partial denial of such claim, the
Member may request the Benefit Board to review such denial or
partial denial, provided such review request is submitted to
the Benefit Board within 60 calendar days after notice of the
denial or partial denial is received by the member. The
Benefit Board will render a written decision of such review to
the Member within 60 calendar days following receipt of such
review request.
In carrying out their responsibilities under the Plan, the
Board shall have full and exclusive discretionary authority to
interpret the terms of the Plan and to determine all issues
concerning eligibility for and entitlement to Plan benefits in
accordance with the terms of the Plan.
XIV - 4
<PAGE> 77
XV. NOTICES AND OTHER COMMUNICATIONS
A. Plan Communication to Members
All notices, reports, and statements given, made, delivered,
or transmitted to a Plan Member shall be deemed duly given,
made, delivered, or transmitted when mailed, by such class of
mail as the Trustee or the Benefit Board may deem appropriate,
with postage prepaid and addressed to the Member at the
address last appearing on the books of the Trustee. A Member
may change his address from time to time by written notice in
the form prescribed by the Benefit Board.
B. Member Communications to the Plan
Written directions, notices, and other communications, from
Plan Members, to Conoco, the Trustee, or the Benefit Board
shall be mailed by first-class mail or delivered to such
location as shall be specified in regulations or upon the
forms or in the manner prescribed by the Benefit Board and
shall be deemed to have been given when received at such
location.
C. Third Party Communication to the Plan
Any notice or communication, other than from a Member,
intended for Conoco, one of its affiliates participating in
the Plan, the Trustee, or the Benefit Board, may be delivered
to an officer of the corporation for whom such notice or
communication is intended or to a member of the Benefit Board,
as the case may be, at the address hereinafter specified of
the party intended, or may be mailed by first- class
registered mail, with postage prepaid and addressed to such
party at such address. Any such notice so mailed will be
deemed to have been given on the day when received. All such
notices and communications shall be addressed,
1. if intended for Conoco Inc. or the Benefit Board, to:
Benefits Administration
P. O. Box 1267
Ponca City, Oklahoma 74603
2. if intended for an affiliate of Conoco Inc.
participating in the Plan, to the principal place of
business of such affiliate, or;
XV - 1
<PAGE> 78
3. if intended for the Trustee, to:
Merrill Lynch Trust Company of America
33 West Monroe Street
Suite 2550
Chicago, Illinois 60603
Conoco, its affiliates participating in the Plan, the Trustee,
or the Benefit Board may change the address to which notices
and other communications intended for it shall be addressed by
written notice of such change to the Trustee, in which event
the Trustee shall advise all parties concerned of the change
in such manner as the Trustee may deem appropriate.
XV - 2
<PAGE> 79
XVI. NONASSIGNABILITY
No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber, of charge the same shall be
void, nor shall any such benefit be in any manner liable for or
subject to the debts, contracts, liabilities, engagements, or torts of
the person entitled to such benefit.
XVI - 1
<PAGE> 80
XVII. TERMS OF EMPLOYMENT UNAFFECTED
Participation in the Plan by a Retail Employee shall in no way affect
any of Conoco's rights to assign such Employee to a different job or
position; to change his title, authority, duties, or rate of
compensation; or to terminate his employment.
XVII - 1
<PAGE> 81
XVIII. CONSTRUCTION
The Plan shall be governed by and construed in accordance with the
laws of the State of Texas. Any interpretation of the Plan by the
Benefit Board shall be conclusive and may be relied upon by the
Trustee and all parties in interest.
XVIII - 1
<PAGE> 82
XIX. MODIFICATION AND TERMINATION
A. Method of Modification
Conoco, by action of its Board, or by action of the Employee
Benefit Plans Board as directed by the Board, may modify the
Plan at any time and from time to time or may at any time
terminate such Plan. Any such modification or termination
shall be effective at such date as the Board may determine but
not earlier than the date on which Conoco shall have given
notice of such modification or termination to the Trustee and
may be effective as to all affiliates of Conoco, or as to one
or more of them, and their respective employees. The Trustee
shall promptly give notice of any such modification or
termination to all affiliates of Conoco Inc. affected thereby
and their respective employees. A modification which affects
the rights or duties of the Trustee may be made only with the
consent of the Trustee. A modification may affect Employees
participating in the Plan at the time thereof as well as
future participants but may not diminish the account of any
Employee as of the effective date of such modification.
No amendment to the Plan shall be effective to the extent it
has the effect of decreasing a Participant's accrued benefit.
For purposes of this paragraph, a Plan amendment which has the
effect of decreasing the Participant's account balance or
eliminating an optional form of benefit, with respect to the
benefits attributable to service before the amendment shall be
treated as reducing an accrued benefit.
The procedure for amending this Plan shall be by written
action adopting the new or amended Plan language, indicating
the effective date of the change, and signed by the members of
the Board of Directors or its delegee. The procedure for
delegation of the authority to amend the Plan shall be by
written delegation naming the title(s) of the delegee(s),
giving the effective date of the delegation, and signed by the
Board of Directors or its delegee(s).
B. Rights of Members As A Result of Modification
In the event that any modification of the Plan shall adversely
affect the rights of any Employee participating therein as to
the use of or withdrawal from his account, such Employee, for
a period of 90 days after the effective date of such
modification, shall have the option, to be exercised by
written notice to the Trustee in form prescribed by the
Benefit Board (a copy of which form of notice shall accompany
the notice of modification), to withdraw his entire vested
Employee Account as of the effective date of such
modification, in which event, he shall be ineligible for
participation in the Plan, as so modified, for a period of 6
full months from such effective date.
XIX - 1
<PAGE> 83
C. Merger, Transfer or Consolidation of Plan
Conoco, by action of its Board, may at any time, and for any
reason, merge, consolidate, or transfer assets and liabilities
to another plan, provided that if such merger, consolidation
or transfer, or assets and liabilities, occurs after September
2, 1974, each Participant in the Plan would (if the Plan then
terminated) receive a benefit immediately after such merger,
consolidation, or transfer of assets and liabilities, which is
equal to or greater than the benefit to which he would have
been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated).
XIX - 2
<PAGE> 84
XX. EFFECTIVE DATE
A. Board of Directors' Approval
The Plan shall not go into effect unless the Board or
its delegee shall duly adopt such Plan.
XX - 1
<PAGE> 85
XXI. OPERATION OF THE PLAN AS A TOP-HEAVY PLAN
If it is determined that the Plan is a top-heavy plan, within the
meaning of Section 416(g) of the Code, for any Plan Year, this Article
will apply for such Plan Year, any provisions to the contrary
notwithstanding.
A. Minimum Vesting
Each Participant shall have a nonforfeitable right to a
percentage of his accrued benefit derived from Company
Contributions, as determined in accordance with the following
table:
<TABLE>
<CAPTION>
Years of Nonforfeitable
Service 0 Percentage
<S> <C>
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%
</TABLE>
Periods of service disregarded under Article II.VV.2.b shall
be disregarded for purposes of the preceding sentence. This
Article XXI.A shall not apply if the Participant's
nonforfeitable percentage of accrued benefit derived from
Company Contributions would be greater if determined under
Article II.VV. A Participant during any Plan Year in which
the Plan is determined to be top-heavy who has completed three
years of service, as determined pursuant to applicable
Treasury Regulations, may irrevocably elect to have this
Article XXI.A apply to all subsequent Plan Years in which the
Plan is not top-heavy.
B. Minimum Contributions
1. Contributions by Conoco, including Before Tax Savings
under the Plan, in aggregation with all Defined
Contribution Plans required to be aggregated under
Code Section 416(g)(2)(A)(i), on behalf of each
Participant who has not separated from service at end
of the Plan Year and is a non-key Employee, shall not
be less than 3 percent of his Defined Compensation.
2. Notwithstanding Article XXI.B.1, no minimum
contribution shall be required for any Participant
who receives the minimum benefit under a Defined
Benefit Plan of the Corporate Employer that is
determined to be top-heavy for a year ending in a
Plan Year for which the Plan is determined to be
top-heavy.
XXI - 1
<PAGE> 86
C. Effect on Limitation on Annual Additions
For any Plan Year in which the Plan is top-heavy, the combined
limitation described in Article VI.A.2. shall be applied by
substituting "1.0" for "1.25" wherever it appears in Article
II.M. and P.
D. Definitions - For purposes of these top-heavy provisions, the
following definitions shall apply:
(a) Key Employee shall mean any Employee or former
Employee (and the beneficiaries of such Employee) who
at any time during the determination period was an
officer of the employer if such individual's annual
compensation exceeds 50 percent of the dollar
limitation under section 415(b)(1)(A) of the Code,
an owner (or considered an owner under section 318 of
the Code) of one of the ten largest interests in the
employer if such individual's compensation exceeds
100 percent of the dollar limitation under section
415(c)(1)(A) of the Code, a 5 percent owner of the
employer, or a 1-percent owner of the employer who
has an annual compensation of more than $150,000.
Compensation shall mean compensation as defined in
section 415(c)(3) of the Code but specifically
including amounts contributed by the employer
pursuant to a salary reduction agreement.
(b) Top-heavy Ratio: The Top-heavy Ratio for any
Required or Permissive Aggregation Group as
appropriate is a fraction, the numerator of which is
the sum of the present value of accrued benefits
under the aggregate Defined Benefit Plan or plans for
all Key Employees, as of the Determination Date(s)
(including any part of any accrued benefit
distributed in the 5-year period ending on the
Determination Date(s)) and the sum of account
balances under the aggregated Defined Contribution
Plan or plans for all Key Employees as of the
Determination Date(s), and the denominator of which
is the sum of the present value of accrued benefits
under the Defined Benefit Plan or plans for all
participants, as of the Determination Date(s)
(including any part of any accrued benefit
distributed in the 5-year period ending on the
Determination Date(s)) and the account balances under
the aggregated Defined Contribution Plan or Plans for
all participants as of the Determination Date(s), all
determined in accordance with section 416 of the Code
and the regulations thereunder. The account balances
under a Defined Contribution Plan in both the
numerator and denominator of the Top-heavy Ratio are
increased for any distribution of an account balance
made in the 5-year period ending on the Determination
Date.
The value of account balances and the present value
of accrued benefits will be determined as of the most
recent Valuation Date that falls within or ends with
the 12-month period ending on the Determination Date,
except as provided in section 416 of the Code and the
regulations thereunder for the
XXI - 2
<PAGE> 87
first and second plan years of a Defined Benefit
Plan. The account balances and accrued benefits of a
Participant (1) who is not a Key Employee but who was
a Key Employee in a prior year, or (2) who has not
been credited with at least one Hour of Service with
any employer maintaining the Plan at any time during
the 5-year period ending on the Determination Date
will be disregarded. The calculation of the
Top-heavy Ratio, and the extent to which
distributions, rollovers, and transfers are taken
into account will be made in accordance with section
416 of the Code and the regulations thereunder.
Deductible employee contributions, if any, will not
be taken into account for purposes of computing the
Top-heavy Ratio. When aggregating plans the value of
account balances and accrued benefits will be
calculated with reference to the Determination Dates
that fall within the same calendar year.
The accrued benefit of a Participant other than a Key
Employee shall be determined under (a) the method, if
any, that uniformly applies for accrual purposes
under all Defined Benefit Plans maintained by the
employer, or (b) if there is no such method, as if
such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional
rule of section 411(b)(1)(C) of the Code.
(c) Aggregation group: A Required Aggregation Group is
(1) each qualified plan of the employer in which at
least one Key Employee participates or participated
at any time during the determination period
(regardless of whether the plan has terminated), and
(2) any other qualified plan of the employer which
enables a plan described in (1) to meet the
requirements of sections 401(a)(4) or 410 of the
Code. A Permissive Aggregation Group is the
Required Aggregation Group of plans plus any other
plan or plans of the employer which, when considered
as a group with the Required Aggregation Group, would
continue to satisfy the requirements of sections
401(a)(4) and 410 of the Code.
(d) Determination Date. The determination date for any
Plan Year shall be December 31 of the preceding Plan
Year.
(e) Valuation Date. The valuation date applicable to the
determination date for any Plan Year shall be
December 31 of the preceding Plan Year.
(f) Top-heavy Plan. This Plan is a Top-heavy plan if any
of the following conditions exist:
(i) If the Top-heavy Ratio for this Plan exceeds
60 percent and this Plan is not part of any
Required Aggregation Group or Permissive
Aggregation Group of plans.
XXI - 3
<PAGE> 88
(ii) If this Plan is a part of a Required
Aggregation Group of plans but not part of a
Permissive Aggregation Group and the
Top-heavy Ratio for the group of plans
exceeds 60 percent.
(iii) If this Plan is a part of a Required
Aggregation Group and part of a Permissive
Aggregation Group of plans and the Top-heavy
Ratio for the Permissive Aggregation Group
exceeds 60 percent.
XXI - 4
<PAGE> 89
XXIII. ROLLOVERS AND TRUST TO TRUST TRANSFERS
A. Subject to the requirements of the Code, the Plan and the
Trustee may accept for:
1. A Member with an Employee Account who, while employed
by the Company or an Affiliated Company, has taken
normal, early or incapacity retirement pursuant to
Section 4 (2)(a), (b), or (c) or Section 23.(4)(a),
(b) or (c) of the Retirement Plan of Conoco Inc., or
who has separated from service from the Company with
10 years of service after attaining age 50, a
rollover of assets received from the Retirement Plan
of Conoco Inc., or a rollover of assets received from
the Conoco Employee Stock Ownership Plan.
2. A Member with an Employee Account who, while employed
by the Company or an Affiliated Company, has taken,
after December 31, 1987, normal, early or incapacity
retirement pursuant to Section 3. (2) (a), (b), or
(c) or Section 23. (4) (a), (b) or (c) of the
Retirement Plan of Conoco Inc. or who has separated
from service from the Company with 10 years of
service after attaining age 50, or the Spouse
Beneficiary Member of such a deceased Member who has
an Employee Account as a result of being named the
beneficiary of such deceased Member, a rollover of
assets received from the Retirement Plan of Conoco
Inc., and/or a defined benefit plan maintained by an
affiliated corporation, and a trust-to-trust transfer
of assets in or a rollover of assets received from
the Conoco Employee Stock Ownership Plan and/or the
Du Pont Tax Reform Act Stock Ownership Plan;
3. A Member who, while employed by the Company or an
Affiliated Company, has taken, after December 31,
1992, normal, early or incapacity retirement pursuant
to Section 4. (s) (a), (b), or (c) or Section 23. (4)
(a), (b) or (c) of the Retirement Plan or who has
separated from service from the Company with 10 years
of service after attaining age 50, or a Spouse
Beneficiary Member, a Participant and an Employee,
who would be eligible to be a Participant, except
that he has not yet satisfied the requirements of
Article III.A.2., 3.or 4. of the Plan, while employed
by the Company, a rollover or trust-to-trust transfer
of assets received from a defined contribution or
defined benefit plan or assets received from an
individual retirement account, as described in Code
Section 408 (d) (3) (A) (ii).
4. A Member with an Employee Account who was employed by
the Company in connection with the acquisition of a
business or facility by the Company, while employed
by the Company, a trust- to-trust transfer of assets
in cash from the trustees of a qualified defined
contribution plan, as provided for in an agreement
between the Company, and the Seller of the business
or facility maintaining or contributing to the plan
from which the assets are to received. The cash
received will be deposited in the Fixed Income
Account
XXIII - 1
<PAGE> 90
Fund (Option B.) and allocated to each Employee
Account based on the value of a unit on the day in
which the transfer takes place. Any and all assets
so transferred will not be eligible for matching
Company contributions under Article V.A.
Service with the seller by an Employee may be
recognized for purposes of eligibility in this Plan;
participation in the seller's plan by an Employee who
enrolls in this Plan and whose entire account assets
are transferred to this Plan, may be recognized for
purposes of vesting in future benefits accrued under
this Plan. All assets of an Employee transferred to
this Plan pursuant to Article XXIII.4. shall be
immediately vested.
5. Any person, a trust-to-trust transfer of assets in Du
Pont common stock from the trustee of the Conoco
Employee Stock Ownership Plan at the direction of the
sponsor of the Conoco Employee Stock Ownership Plan.
Any assets transferred or rolled over must be in the form of
cash and/or Du Pont or Conoco common stock. Any assets rolled
over must be rolled over as provided in Code Section 402 (a)
(b) and must have been received by the Member or a Spouse
Beneficiary Member in a qualified distribution from a
qualified defined contribution plan, a qualified defined
benefit plan or an individual retirement account as described
in Code Section 408 (d) (3) (A) (ii). Only taxable amounts
may be rolled over under this Article XXIII. The cash
received will be allocated to the Investment Options set forth
in Article VII.C. of the Plan pursuant to the administrative
rules adopted by the Plan Administrator. The Du Pont common
stock received will be allocated to Option A. of Article
VII.C. of the Plan and shall remain there until it may be
transferred to the Investment Options set forth in Article VII
of the Plan pursuant to the administrative rules adopted by
the Plan Administrator.
B. This Article XXIII.B. applies to distributions made on or
after January 1, 1993.
1. Notwithstanding any provision of this Plan to the
contrary that would otherwise limit a distributee's
election under this Article XXIII.B., a distributee
may elect, at any time and in the manner prescribed
by the Benefit Board, to have any portion of an
eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee
in a direct rollover.
2. Definitions
a. An eligible rollover distribution is any
distribution of all or any portion of the
balance to the credit of the distributee,
except that an eligible rollover distribution
does not include:
XXIII - 2
<PAGE> 91
i. any distribution that is one of a
series of substantially equal
periodic payments made (not less
frequently than annually) for the
life (or life expectancy) of the
distributee or the joint lives (or
joint life expectancies) of the
distributee and distributee's
designated beneficiary, or for a
period of ten years or more;
ii. any distribution to the extent such
distribution is required under
Section 401(a)(9) of the Code; and
iii. the portion of any distribution that
is not includible in gross income
(determined without regard to the
exclusion for net unrealized
appreciation with respect to
employer securities).
b. An eligible retirement plan is an individual
retirement account described in Section
408(a) of the Code, an annuity plan described
in Section 403(a) of the Code, or a qualified
trust described in Section 401(a) of the Code
that accepts the distributee's eligible
rollover distribution. However, in the case
of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan
is an individual retirement account or
individual retirement annuity.
c. A distributee includes an employee or a
former employee (who became a Member of the
Plan). In addition, the employee's or former
employee's surviving spouse and the
employee's or former employee's spouse or
former spouse who is the alternate payee
under a qualified domestic relations order as
defined in Section 414(p) of the Code, are
distributees with regard to the interest of
the spouse or former spouse.
d. A direct rollover is a payment by this Plan
to the eligible retirement plan specified by
the distributee.
XXIII - 3
<PAGE> 92
XXIV. MISCELLANEOUS
A. USERRA Compliance
Notwithstanding any provision of the Plan to the contrary,
contributions, benefits, Plan loan repayment suspensions and
service credit with respect to qualified military service will
be provided in accordance with Section 414(u).
B. Failure to Qualify Initially
If application for initial qualification of the Plan is made
by the time prescribed by law for filing the Plan Sponsor's
return for the taxable year in which the Plan is adopted (or
such later date as the Secretary of the Treasury may
prescribe) and it is determined that the Plan or Trust does
not initially qualify under Sections 401 or 501, all assets
then held under the Plan will be returned to the Participating
Employers within one year after such determination or refusal
to issue a determination. Upon such distribution, the Plan
will be considered to be rescinded and to be of no force or
effect.
XXIV - 1
<PAGE> 93
APPENDIX A
Aim Constellation A
Aim Value A
Fidelity
Fidelity Equity-Income
Fidelity Growth & Income
Fidelity Low-Priced Stock
Fidelity Magellan
Franklin Balance Sheet Investment
Franklin Growth I
Franklin Small Cap Growth
Hotchkis & Wiley International
Janus Enterprise
Janus Mercury
MFS Research
MFS Total Return A
Merrill Lynch Basic Value
Merrill Lynch Capital
Merrill Lynch Global Holdings
Merrill Lynch Growth A
Merrill Lynch International Stock Index Fund
Merrill Lynch Large Company Stock Index Fund
Merrill Lynch Small Company Stock Index Fund
Templeton Foreign I
Templeton Growth I
A-1
<PAGE> 1
EXHIBIT 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Conoco Inc., a Delaware corporation ("Conoco"), has
incorporated by reference in this Registration Statement on Form S-8 our report
dated September 28, 1998 (issued pursuant to the provisions of Statement on
Auditing Standards No. 71) included in Conoco's prospectus dated October 21,
1998 as filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933 (the "Prospectus"). In addition, we are
aware that Conoco has incorporated by reference in this Registration Statement
on Form S-8 our report dated October 21, 1998 on the pro forma combined balance
sheet as of June 30, 1998 and the pro forma combined statements of income for
the six-month periods ended June 30, 1997 and 1998 included in the Prospectus.
We are also aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
December 16, 1998
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated July 24, 1998 and October 21, 1998
relating to the combined financial statements and the pro forma combined
statement of income, respectively, of Conoco, which appear in the prospectus of
Conoco Inc. dated October 21, 1998 as filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
December 16, 1998
