<PAGE>
Registration Statement No. 33-00000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
1007 MARKET STREET
DELAWARE WILMINGTON, DELAWARE 19898 51-0014090
(STATE OR OTHER (ADDRESS OF PRINCIPAL (I.R.S. EMPLOYER
JURISDICTION EXECUTIVE OFFICES) IDENTIFICATION NO.)
OF INCORPORATION OR
ORGANIZATION)
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THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
AND
INVESTMENT PLAN FOR SALARIED EMPLOYEES OF
CONSOL INC.
(FULL TITLE OF THE PLANS)
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C. L. HENRY, SENIOR VICE PRESIDENT -- DUPONT FINANCE
E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE:
302-774-1000
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APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
From time to time after effective date of Registration Statement
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock $.60 par value(1) 9,000,000(2) $48.6875(2) $438,187,500(2) $151,099.14
</TABLE>
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of Interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) The shares of Common Stock to be registered consist of shares to be
acquired by the Trustees pursuant to the operation of the Plans. The
aggregate offering price has been calculated pursuant to Rule 457(h)(1) by
multiplying such number of shares by the average of the high and low prices
of E. I. du Pont de Nemours and Company Common Stock as reported on the New
York Stock Exchange Composite Tape on December 31, 1993
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The documents listed below, previously filed with the
Securities and Exchange Commission, are incorporated by reference
in this Registration Statement:
(a) Du Pont's annual report on Form 10-K for the year
ended December 31, 1992.
(b) Du Pont's quarterly reports on Form 10-Q for the
periods ended March 31, June 30, and September 30, 1993.
(c) Du Pont's Current Reports on Form 8-K as filed on
January 4, January 27, February 3 , April 26,
July 28, September 14 and October 27, 1993
All documents subsequently filed by Du Pont or by the Thrift Plan for
Employees of Conoco Inc. and Investment Plan for Salaried Employees of CONSOL
Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which registers all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Du Pont Common Stock
Holders of Du Pont Common Stock are entitled to receive
dividends that may be declared by the Board of Directors of
Du Pont from surplus or net earnings, but not until all cumulative
dividends on preferred stock shall have been declared and set
apart for payment at the annual rates of $4.50 a share for the
$4.50 Series and $3.50 a share for the $3.50 Series. Holders of
Du Pont Common Stock have the right to vote on all questions to
the exclusion of all other stockholders, except as otherwise
expressly provided by law or unless Du Pont shall be in default in
the payment of dividends on preferred stock for a period of six
months. In the latter event, until accumulated and unpaid
dividends on preferred stock of all series shall have been paid,
the holders of the outstanding preferred stock shall have the
exclusive right, voting separately and as a class, to elect two
directors, or if the total number of directors of Du Pont be only
three, then only one director, at each meeting of stockholders
held for the purpose of electing directors.
On liquidation, dissolution, or winding up of Du Pont,
whether voluntary or involuntary, after payments have been made to
II-1
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holders of preferred stock, holders of Du Pont Common Stock have
the right to share ratably the remaining assets available for
distribution. In the event of voluntary liquidation, holders of
preferred stock are entitled to accumulated dividends and $115 a
share for the $4.50 Series and $107 a share for the $3.50 Series;
in the event of involuntary liquidation, holders of both series
are entitled to accumulated dividends and $100 a share. Holders
of Du Pont Common Stock do not have any preemptive rights.
Item 6. Indemnification of Directors and Officers
Under provisions of the Bylaws of Du Pont, each person who is
or was a director or officer of Du Pont shall be indemnified by
Du Pont to the full extent permitted or authorized by the General
Corporation Law of Delaware against any liability, cost or expense
asserted against such director or officer and incurred by such
director or officer in any such person's capacity as director or
officer, or arising out of any such person's status as a director
or officer. Du Pont has purchased liability insurance policies
covering its directors and officers to provide protection where
Du Pont cannot indemnify a director or officer.
Item 8. Exhibits
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Exhibit
Number Description
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4(a) Du Pont's Certificate of Incorporation, effective
December 22, 1989 defining the rights of the
holders of Du Pont Common Stock. Incorporated by
reference to Exhibit 3.1 of Du Pont's Annual Report
on Form 10-K for the year ended December 31, 1989.
4(b) Thrift Plan for Employees of Conoco Inc. and
Investment Plan for Salaried Employees of CONSOL
Inc.
23 Consent of Independent Accountants
24 Powers of attorney authorizing certain officers to
sign this registration statement and amendments
thereto on behalf of officers and directors.
</TABLE>
The registrant will submit or has submitted the Thrift Plan
for Employees of Conoco Inc. and Investment Plan for Salaried
Employees of CONSOL Inc. 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.
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Item 9. S-K Item 512 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.
(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.
(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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
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(h) 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.
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<PAGE>
SIGNATURES
The Registrant. 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 Wilmington,
State of Delaware, on January 5, 1994
E. I. DU PONT DE NEMOURS AND COMPANY
By /s/ C. L. Henry
---------------------------------
C. L. Henry, Senior Vice
President - DuPont Finance
(Chief Financial Officer)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
E. S. Woolard, Jr. Chairman and Director
(Principal Executive
Officer)
P. N. Barnevik Director
E. P. Blanchard, Jr. Director By /s/ C. L. Henry
A. F. Brimmer Director -----------------------
C. R. Bronfman, O.C. Director C. L. Henry
E. M. Bronfman Director Senior Vice President-
E. Bronfman, Jr. Director DuPont Finance
L. C. Duemling Director (Principal Financial
E. B. du Pont Director and Accounting Officer
C. M. Harper Director and Attorney-In-Fact
R. E. Heckert Director for bracketed
H. W. Johnson Director individuals)
E. L. Kolber Director (January 5, 1994)
J. A. Krol Vice Chairman
and Director
M. P. MacKimm Director
C. S. Nicandros Vice Chairman
and Director By /s/ J. F. Schmutz
W. K. Reilly Director -----------------------
H. R. Sharp, III Director J. F. Schmutz
C. M. Vest Director Senior Vice President
and General Counsel -
DuPont Legal
(Attorney-In-Fact for
bracketed individuals)
(January 5, 1994)
Powers of attorney authorizing C. L. Henry and
J. F. Schmutz jointly, to sign the registration statement and
amendments thereto on behalf of the above-named directors and
officers are filed with the registration statement.
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The Thrift Plan for Employees of Conoco Inc. Pursuant to
the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have 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 January 5, 1994.
Thrift Plan For Employees of
Conoco Inc.
(Plan)
By /s/ M. ROCCONI, JR.
--------------------------
M. ROCCONI, JR.
VICE PRESIDENT - EMPLOYEE RELATIONS
CONOCO INC.
The Investment Plan for Salaried Employees of
CONSOL Inc. Pursuant to the requirements of the
Securities Act of 1933, the trustees (or other
persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, State of
Pennsylvania, January 5, 1994
Investment Plan for Salaried
Employees of CONSOL Inc.
(Plan)
By /s/ B. V. HYLER
--------------------------
B. V. HYLER
CHAIRMAN OF THE INVESTMENT PLAN
COMMITTEE CREATED UNDER THE
INVESTMENT PLAN FOR SALARIED
EMPLOYEES OF CONSOL Inc.
II-6
<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Description
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<S> <C>
4(a) Du Pont's Certificate of Incorporation, effective
December 22, 1989 defining the rights of the
holders of Du Pont Common Stock. Incorporated by
reference to Exhibit 3.1 of Du Pont's Annual Report
on Form 10-K for the year ended December 31, 1989.
4(b) Thrift Plan For Employees Of Conoco Inc. and Investment
Plan for Salaried Employees of CONSOL Inc.
23 Consent of Independent Accountants
24 Powers of attorney authorizing certain officers to
sign this registration statement and amendments
thereto on behalf of officers and directors.
</TABLE>
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
RULES AND REGULATIONS
---------------------
(As amended on or before December 31, 1992,
effective January 1, 1993)
<PAGE>
SUMMARY OF CONTENTS
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Chapter 1 PAGE
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I. PURPOSE I-1
II. DEFINITIONS II-1
III. ELIGIBILITY FOR 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. Benefit Board Authorized Change in Participation
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 Orders
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
IX. SUSPENSION OF DEPOSITS IX-1
A. Involuntary Suspension of Deposits
B. Voluntary Suspension of Deposits
C. Company Contributions During Suspensions
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
</TABLE>
<PAGE>
SUMMARY OF CONTENTS (Continued)
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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 XII-1
PAYEES
A. Beneficiary Designation
B. Payment to Beneficiary(s)
C. Payment to Terminated Employees
D. Payment to Alternate Payees
E. Compliance with Minimum Distribution Rules
F. 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
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
</TABLE>
<PAGE>
SUMMARY OF CONTENTS (Continued)
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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. Compensation Limitation
D. Annual Additions Limitation
E. Definitions for Article XXI
XXII. QUALIFIED DOMESTIC RELATIONS ORDER XXII-1
A. Status of QDRO
B. Distribution of Before Tax Funds
XXIII. ROLLOVERS AND TRUST TO TRUST TRANSFERS
Chapter 2
Appendix B
Appendix C
Appendix D
</TABLE>
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
----------------------------------------
CHAPTER 1
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This chapter shall be applicable to all employees who may participate in the
Plan except those subject to Chapter 2 hereof. Chapter 2 shall be applicable to
all union represented employees covered by a negotiated contract between such
union and Conoco Inc. or any of its affiliates which contract provides for
participation in the Plan except those employees covered by contracts
specifically named in Chapter 2.
I. PURPOSE
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The purpose of this Plan is to encourage employees to save systematically a
portion of their current compensation and to assist them to accumulate
additional means for the time of their retirement.
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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.
C. "Basic Deposits" shall mean all deposits made by a Participant to his
Employee Account prior to June 1, 1973, and all deposits made by a
Participant to his Employee Account subsequent to May 31, 1973, on a
monthly basis, other than as provided in Article X.C.1.b., not in excess
of the following percentages of the Participant's Compensation at the
time of such deposit:
1. 4 percent after May 31, 1973, but prior to June 1, 1981; and
2. 6 percent after May 31, 1981.
Notwithstanding the preceding sentence for all union represented
Employees covered by a negotiated contract between a union named in
Appendix A and Conoco Inc. which provides for participation in the
Plan, Basic Deposits shall be:
All deposits made by a Participant to his Employee Account
prior to June 1, 1973, and all deposits made to the
Participant's Employee Account subsequent to May 31, 1973, on a
monthly basis, other than as provided in Article X.C.1.b., not
in excess of 4 percent of the Participant's Compensation at the
time of such deposit.
For the period June 1, 1973, through June 30, 1984, Basic
Deposits may be made only in increments of 2 percent of the
Participant's then current Compensation.
Appendix A of the Plan shall list the union locals representing
Employees covered by a negotiated contract between a union and
Conoco Inc., which provides for participation in the Plan. The name
of a union local shall be deleted from Appendix A on the date the
union local adopts, by proper and legal negotiation, a contract with
an Employee's employer providing a maximum 6 percent Basic Deposit.
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.
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<PAGE>
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.
H. "Company Contributions" shall mean all contributions to a Participant's
Employee Account made by Conoco pursuant to Article V. of the Plan. As
used herein, this term shall not include deposits to a Participant's Key
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. Notwithstanding the foregoing, "Compensation" shall not
exceed $200,000 per year, or such other amount as may be prescribed by
the Secretary of the Treasury. The maximum amount of annual
compensation that shall be taken into account under this Plan for any
year shall not exceed the amount prescribed in Code Section 401(a)(17).
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.
N. "Defined Compensation" shall mean a Participant's wages, salaries, fees
for professional services and other amounts received for personal
services actually rendered in the course of employment with the
Corporate Employer (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, and bonuses). Earned
income from sources without the United States otherwise excluded from
the gross income of a Participant for the purposes of his federal tax
return and amounts received through accident or health insurance, to the
extent includable in his gross
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income, shall be considered "Defined Compensation". "Defined
Compensation" shall exclude:
(a) Contributions by a Participant to a plan of deferred compensation to
the extent the contributions are not includable in gross income of
the Participant for the taxable year in which contributed, and
distributions from such a plan whether or not includable in the
gross income of the Participant when distributed, except that
amounts received under an unfunded nonqualified deferred
compensation plan shall be considered "Defined Compensation";
(b) Amounts realized from the exercise of a nonqualified stock option,
or when restricted stock (or property) held by a Participant 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.
Amounts shall be considered "Defined Compensation" for any limitation
year only if actually paid or made available during such year.
Notwithstanding the foregoing, "Defined Compensation" shall not exceed
$200,000 per year, or such other amount as may be prescribed by the
Secretary of the Treasury.
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
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
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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:
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.
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 and all Supplemental Deposits made
by a Participant or a Transferred Member to his Employee Account.
Employee Contributions shall not include Basic Deposits
II-4
<PAGE>
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.
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.
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.
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<PAGE>
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
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
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<PAGE>
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" shall mean those Participants or Employees who are
highly compensated within the meaning of Code section 414(q).
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 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.
Z. "Incapacity" shall mean the condition of a Participant's health whereby
he is unable to perform his job function as an 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
II-7
<PAGE>
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 Employee Account balance
due to a withdrawal pursuant to Article X.C. 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.
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.
HH. "Participant" shall mean an Employee who is eligible for and has
commenced participation in this Plan in accordance with Article III. of
this Plan.
II. "Plan" shall mean this Thrift Plan for Employees of Conoco Inc. or in
the case of employees of Continental Carbon Company, the Thrift Plan for
Employees of Continental Carbon Company prior to its merger into this
Plan.
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
II-8
<PAGE>
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,
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 a One-Year
Break-in-Service on which a previously employed person is reemployed and
completes one hour of service.
NN. "Retired Member" shall mean a former Participant who has taken normal,
early or incapacity retirement under the Retirement Plan and for whom
the Trustee holds an Employee Account.
OO. "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.
PP. "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.
QQ. "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.
RR. "Supplemental Deposits" shall mean all deposits to a Member's Employee
Account in excess of Basic Deposits and Company Contributions.
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; less
3. the amount of Basic Deposits during such period which have not been
withdrawn from his Employee Account.
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<PAGE>
Only a Participant or a Transferred Member may make Supplemental
Deposits.
SS. "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.
TT. "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 and who has left his Employee
Account in the Plan.
UU. "Trustee" shall mean the Trustee under the Plan hereinafter named in
Article XIV.A. or any successor to said Trustee.
VV. "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, 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
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, except that the fifth
year of participation under this 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, 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 during which an Employee declines to make
contributions as required by the Plan, or 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
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<PAGE>
3. Attaining the age of 65.
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.
WW. "Year" shall mean the twelve month period commencing January 1 and
ending the following December 31.
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<PAGE>
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 Employee whose Employment Date or
Reemployment Date is earlier than January 1, 1993, who became a
member of the Retirement Plan before January 1, 1993 and continues
to maintain membership therein;
2. any regular, full time Employee who has completed at least one
year of continuous service or who was eligible to participate in a
qualified profit-sharing plan of an Affiliated Company from which
he was transferred;
3. any 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,
4. any Employee, including a Member who is rehired and again
becomes an Employee, who previously met the requirements of either
paragraph 1., 2. or 3. of this Article III.A.
For the purpose of Article III.A.2. only, "continuous service" is the
period of time that has elapsed since the Employee's original Employ-
ment Date or Reemployment Date since his last termination of employ-
ment with Conoco.
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. An Employee may commence his participation on the first day of the
calendar 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
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 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 Employee shall be
accomplished by his election to make deposits as hereinafter
provided.
2. Notwithstanding the effective date of participation set forth in
Article III.B.1. above, an Employee who is transferred to Conoco
on and after August 1, 1983, from an Affiliated Company or from a
corporation that has adopted a profit sharing plan administered by
an Affiliated Company and who was a participant
III-1
<PAGE>
in the profit sharing plan thereof, may become a Participant in
the Plan on the date he is employed by Conoco provided he has
filed with the Benefit Board or its delegee a notice of his
election to become a Participant in the Plan. In the event an
eligible Employee has not filed the required notice with the
Benefit Board or elects not 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.
C. Participation in the Plan by an Employee shall be voluntary.
D. Each 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 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 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
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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 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 takes a full
withdrawal pursuant to Article X.B. or X.C. and elects not to
resume Basic Contributions immediately upon the end of the
suspension imposed under Article X.C.1.b.
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IV. EMPLOYEE PARTICIPATION
----------------------
A. Participation by Payroll Deduction
To participate in the Plan, an 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 15 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. Benefit Board Authorized Change in Participation
1. Notwithstanding anything else to the contrary, if the Benefit Board
determines that the discrimination standards of Code Sections 401(k)
and/or 401(m) may not be satisfied, the Benefit Board shall have the
authority to make the following changes in order to comply with
limitations on Employee Contributions imposed by Sections 401(k) and
401(m) of the Code:
a. The Benefit Board shall have the authority to change elected
percentages of Highly Compensated Participants designated for
Before Tax Accounts to Regular Accounts, or upon the request of
the Participant, to pay the Participant the difference between
the amount he had designated as a contribution to his Before
Tax Account and the limit on such contribution under Section
401(k) of the Code.
b. The Benefit Board shall have the authority to change elected
percentages for Highly Compensated Participants designated for
Regular Accounts to Before Tax Accounts, or upon the request
of the Participant, to pay the Participant the difference
between the amount he had designated as a contribution to his
Regular Account and the limit on such contribution under
Section 401(m) of the Code.
Changes to the elected percentages of Highly Compensated Participants
will be made in one percent increments from 16% until
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<PAGE>
the Benefit Board determines that the requirements of Code Section
401(k) and/or Section 401(m) are met.
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) and/or 401(m), then
the amount of such excess shall be refunded to said Highly
Compensated Participants. The elected percentages that are the
highest for contributions to Regular and/or Before Tax Accounts, as
appropriate, will be reduced until the standards are satisfied. The
reductions will be made in increments of one tenth of one percent,
in the elected percentage that is the highest prior to each such
reduction until the standards are satisfied.
3. In the event of a redesignation of Before Tax Account deposits
pursuant to Article IV.C.1., or a refund of Before Tax Account
deposits pursuant to Article IV.C.2., all Highly Compensated
Participants shall be treated in a uniform manner.
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.
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
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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.
IV-3
<PAGE>
V. CONOCO CONTRIBUTIONS
--------------------
A. Amount of Company Contributions
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.
B. Additional Conoco Contributions
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.
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.
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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>
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.
1. Option A: Du Pont 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.
2. Option B: Fixed Income Fund
The purchase of units of participation in the Fixed Income Fund.
The term "Fixed Income or "Fixed Income Fund" shall mean an
account established by agreement between the Trustee and one or
more insurance companies or other financial institutions as
VII-1
<PAGE>
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 agreement shall provide for the payment of interest at a
predetermined rate by such insurance company or other financial
institution on all deposits made to the Fixed Income Fund.
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 which such insurance company
or other financial institution. All deposits to the Fixed Income
Fund shall be expressed as units of participation in the Fixed
Income Fund, which shall consist of all deposits to the Fixed
Income Fund and all interest credited or accrued to such deposits
pursuant to the agreement. No Member shall have any ownership in
any particular asset in the Fixed Income Fund. The Fixed Income
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 Fixed Income Fund agreement for use
under the Plan shall be obligatory and binding upon all 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
The purchase of shares in one or more mutual funds contained in a
family of mutual funds designated by the Trustee with the advice
and consent of the Benefit Board, as directed by Members.
A Member with assets invested in one or more mutual funds pursuant
to this Option C. that are discontinued effective January 1, 1993,
may, for the period of time commencing on January 1, 1993 and
ending on January 8, 1993 issue a Fund Transfer to sell such
assets and invest the proceeds in a specified fund designated by
the Trustee, which shall be invested in the Fixed Income Fund as
of January 13, 1993, or as soon thereafter as is practicable.
4. Option D: Three Way Asset Allocation Fund
The purchase of units in a three way asset allocation fund
consisting of a portfolio diversified among the stock, bond and
cash sectors of the securities market place. Assets invested
pursuant to this Option D. shall be transferred among these
sectors in a manner and to such extent as the Trustee or
designated Investment Manager shall elect.
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 at any time on and after January
13, 1993, 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.
VII-2
<PAGE>
E. Trustee Action
The Trustee will comply with Investment Directions and Fund Transfers
of a Member as soon as practicable after receipt thereof.
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 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 have the voting rights with respect to
all shares of 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.
VII-3
<PAGE>
2. In the event of any distribution to all stockholders of Du Pont 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 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 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. In such case, the
Trustee shall be under no duty to earmark or keep separate 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. as though such funds
under this Plan and the corresponding funds under the Investment
Plan for Salaried Employees of Consol Inc. 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. Conoco may, at any time, direct the
Trustee to segregate and withdraw the equitable share in such
VII-4
<PAGE>
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-5
<PAGE>
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 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 Merrill Lynch mutual fund and the Merrill
Lynch Equity Index Trust purchased under Option C. shall be the Net
Asset Value calculated by Merrill Lynch Asset Management, which
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 Merrill Lynch Asset Management to establish the Net
Asset Value.
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.
VIII-1
<PAGE>
5. The unit value of units purchased under Option D. shall be
calculated by Wells Fargo Nikko Investment Advisors each business
day. Such unit value shall include all costs and charges used by
Wells Fargo Nikko Investment Advisors 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.
VIII-2
<PAGE>
IX. SUSPENSION OF DEPOSITS
----------------------
A. Involuntary Suspension of Deposits
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 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 a 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, he may elect, in the
manner prescribed by the Benefit Board, to continue to make deposits
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 hereinabove provided in this Article
IX.A. from and after the date of his last previous deposit.
B. Voluntary Suspension of Deposits
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 by direction or failure to elect or to make a
direct remittance will be applicable to all deposits to the Plan;
2. A voluntary suspension will remain in effect for the number of
months elected by the Participant unless the Participant shall
revoke such election by making an election pursuant to Article IV.B.
IX-1
<PAGE>
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 as provided in Article IX.A. and B., Company
Contributions 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.
IX-2
<PAGE>
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. At any time prior to such
retirement, 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
may, prior to such retirement, 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;
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. No later than April 1 of the calendar year following the
calendar year in which a Retired Member attains age 70 1/2,
such Retired Member (or, in the proper case, his legal
representative or designated beneficiary) shall be required to
withdraw his entire Employee Account then held by the Trustee.
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 by Conoco, payments shall cease at the time such Retired
Member is rehired. If payments cease and the Retired Member
subsequently is entitled to an early, normal or incapacity
retirement, he 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 payments cease pursuant to this paragraph, they shall resume no
later than April 1 of the year following the year in which the
Employee reaches age 70 1/2.
X-1
<PAGE>
Any Retired Member, who has not attained age 70 1/2 and who, before
January 1, 1993, received one or more payments under the Lifetime
Cash Payment Option or the Fixed Cash Payment Option as they existed
prior to January 1, 1993, or who made an election pursuant to
Article X.A.2.d. or Article X.A.3.e. or f. may revoke his prior
election and elect to receive his Plan assets pursuant to Article
X.A.3.c. or d. as amended effective January 1, 1993.
Any Retired Member, including a Retired Member who retired prior to
January 1, 1993, who has not attained the age of 70 1/2 and who has
received one or more Periodic Payments pursuant to this Article
X.A.3. may, in the manner designated by the Benefit Board, revoke
his election and elect any other Periodic Payment Option under this
Article X.A.3., effective January 1 of the year following the year
in which the revocation and new election is made. A Retired Member
may make such a revocation and new election once each calendar year.
a. Periodic Payment Option--Lifetime
A Participant or Transferred Member, prior to his effective
retirement date 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 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.
X-2
<PAGE>
b. Periodic Payment Option--Variable
A Participant or a Transferred Member, prior to his effective
retirement date, 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:
(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, 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.
X-3
<PAGE>
d. Periodic Payment Option--Level
A Participant or Transferred Member, prior to his effective
retirement date 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.
e. Any Retired Member who before April 1, 1986 received one or
more payments under a Lifetime Cash Payment Option may continue
to receive his Plan assets pursuant to Article X.A.3.a. as it
existed prior to April 1, 1986. Alternatively, he may elect to
receive his Plan assets pursuant to Article X.A.3.a. as amended
effective April 1, 1986 by written direction to the Trustee
filed at a time and in a form prescribed by the Benefit Board.
Such election shall be made before the anniversary of the
Retired Member's Cash Payment Option election next following
April 1, 1986.
f. Any Retired Member who before October 1, 1988, received one or
more payments under the Fixed Cash Payment Option (now
designated the "Variable Periodic Payment Option") may continue
to receive his Plan assets pursuant to Article X.A.3.b. as it
existed prior to October 1, 1988. Alternately he may elect to
receive his Plan assets pursuant to Article X.A.3.b. as amended
effective October 1, 1988, by written direction to the Trustee
filed at a time and in a form prescribed by the Benefit Board.
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 termination
of employment with 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.
X-4
<PAGE>
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 $3,500, or a
vested balance of less than $3,500 if the Terminated Member has been
terminated at a time he was subject to Article X.B.2.c.(1).
(termination due to a spousal transfer, job abolishment or
incapacity), 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.
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 $3500 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:
(1) An amount equal to the sum of his total deposits to the
date of withdrawal and all income added to his Regular
Account (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 to his Regular
Account to the date of withdrawal.
(3) Any Company contributions remaining in the Member's
Employee account shall be forfeited except as provided in
X.B.2.d.(2).
c. (1) If a Participant is not vested and the sole reason for the
termination of his employment by Conoco was (i) that his
spouse was transferred by Conoco to an employment location
outside the immediate geographical area, (ii) that the
position or job he held with Conoco was abolished, or (iii)
because of his incapacity, he may withdraw his entire
Regular Account. Withdrawals under this paragraph arising
from the termination of a Participant due to a transfer of
his spouse by Conoco, the fact that the position or job he
held with Conoco was abolished, or the incapacity of such
Participant are subject to prior approval by the Benefit
Board, provided that in the case of a termination for the
reason of incapacity, such approval by the Benefit Board
shall be based upon one or more reports by qualified
medical doctors. Every Participant, the termination
X-5
<PAGE>
of whose employment by Conoco falls within the terms of
this Article X.B.2.c., shall be treated the same as all
other such Participants under the same or similar
circumstances.
d. 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.
(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.
e. 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.
X-6
<PAGE>
f. If a Member terminates employment with Conoco at a time when he
is not entitled to withdraw his entire Regular Account, after
five One-Year Breaks-in-Service, 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.
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. 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:
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
X-7
<PAGE>
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, unless his Employee Account is
collaterally pledged pursuant to Article XVI. 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.
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
X-8
<PAGE>
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.
7. Special Provisions Relating to Former Employees of Conoco Inc.
Employed by Vista Chemical Company pursuant to Asset Purchase
Agreement.
a. The trustee of the Thrift Plan will, effective October 1, 1985,
transfer to the trustee of the Vista Plan an amount in cash or
property equal to the aggregate account balances of the Vista
Employees who have not withdrawn their entire account balances
as of the time of transfer of assets to the Vista Plan. The
trustee will transfer the Thrift Plan Account of each Vista
Employee in cash except that all whole shares of Du Pont stock
in the account on the date of transfer will be transferred in
kind and all units of Deposit Account will be transferred in
the form of such units.
b. As of the date of transfer of assets from this Plan to the
Savings and Investment Plan of Vista Chemical, neither this
Plan nor the Company will have any obligation for benefits
under the Plan to any Vista employee for whom a transfer of
assets was made pursuant to Article X.B.7.a. of 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 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.
X-9
<PAGE>
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) Basic Deposits in the Regular account more than 24 months;
(4) Company Contributions in the Regular account more than 24
months;
(5) Earnings (including profit and loss);
(6) Basic Deposits in the Regular account 24 months or less;
and
(7) Company Contributions in the Regular account 24 months or
less.
/*/[[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;]]
- --------------------
/*/Plan provisions in double brackets are effective upon approval by the
Internal Revenue Service.
X-10
<PAGE>
/*/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 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 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 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 Tax Account upon attaining
the age of 59 1/2
X-11
<PAGE>
(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 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 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.
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.
X-12
<PAGE>
E. Compliance with Minimum Distribution Rules
1. Notwithstanding any other provision of this Plan, beginning January
1, 1985, a Member 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 shall receive his Minimum Distributions in
the form of a lump sum payment of his entire Employee Account.
2. If a Member has not terminated employment with the Company on April
1 of the calendar year following the calendar year in which he
attained age 70 1/2, his minimum distribution will begin no later
than that date in the form of a lump sum distribution, if he is not
eligible for Early or Normal retirement under the Retirement Plan,
or, in the form of a Lifetime Periodic Payment calculated on the
actuarial life of the Member, if he is eligible for Early or Normal
retirement under the Retirement Plan.
3. 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 April 1 of the calendar year following the calendar year in
which the Retired Member attains age 70 1/2, the payments will be
adjusted no later than April 1 of the calendar year following the
calendar year in which the Retired Member attained age 70 1/2, 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 April 1 of the calendar year
following the calendar year in which the Retired Member attained age
70 1/2, 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.
4. Payments in the form of a Lifetime Periodic Payment calculated on
the actuarial life of the Member shall commence on April 1 of the
calendar year following the calendar year in which any Member who is
a Spouse Beneficiary, attained age 70 1/2.
5. A lump sum payment shall be made to any Member, who is an Alternate
Payee, no later than April 1 of the calendar year following the
calendar year in which the Member, from whom the Alternate Payee
received the Employee Account, attained or would have attained age
70 1/2.
X-13
<PAGE>
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 Investment Plan for
Salaried Employees of CONSOL Inc. (the "Investment Plan") entitled
to make Basic Deposits under Article IV. of the Investment 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. (S)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. or who have their Employee Accounts
collaterally pledged pursuant to Article XVI.B. 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.
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
XI-1
<PAGE>
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 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:
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, and the Du Pont Savings
and Investment Plan, exclusive of the Borrowing Participant's
Employee Account in the Plan, the Investment Plan for Salaried
Employees of CONSOL Inc. 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.
XI-2
<PAGE>
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.
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.
XI-3
<PAGE>
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.
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.3.
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. 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.
XI-4
<PAGE>
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 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, who is not eligible for Early or Normal
retirement under the Retirement Plan and has elected to defer
distribution of his Employee Account, 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. In the event of the termination of employment of a Borrowing
Participant, who is not eligible for Early or Normal retirement
under the Retirement Plan or who is eligible, but has not elected to
defer distribution of his Employee Account, a Declaration of Default
shall occur upon the later of the effective date of such Borrowing
Participant's termination of employment or the first day immediately
following the month in which the last Loan Payment was received from
such Borrowing Participant.
3. 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 or 3. A Deemed Withdrawal will be made
for loans granted prior to January 1, 1993, upon the third
occurrence of a Declaration of Default with respect to the loan for
which the Declaration of Default was issued, and for loans granted
after December 31, 1992, 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.
4. 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:
XI-5
<PAGE>
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 59 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.
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
Company Contributions 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:
a. Borrowing Participant upon a voluntary election to cancel the
Loan Account, or
XI-6
<PAGE>
b. 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.
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
XI-7
<PAGE>
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 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-8
<PAGE>
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)
1. 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 Board shall not be under any further liability to anyone.
2. Payment to beneficiaries shall be in accordance with the following
rules:
a. If the beneficiary is the surviving spouse of a person who
died while employed by the Company or by an Affiliated
XII-1
<PAGE>
Company or the surviving spouse of a person who retired under
the Early, Normal, or Incapacity retirement provisions of the
Retirement Plan, at a time when he was employed by the
Company or by an Affiliated Company, said beneficiary:
(1) shall have the rights set out in Article X.A of the Plan
(deferral, Periodic Payment Options and withdrawals), to
the extent such rights are consistent with Section
401(a)(9) of the Code, as if he were a Member eligible
for early, normal, or incapacity retirement;
(2) shall have the rights set out in Articles VII.
(Investments) and VIII. (Charges and Credits) of the Plan
as if he were a Participant in the Plan, and
(3) must, if the beneficiary defers distribution, either
elect to begin receiving a Periodic Payment Option or
withdraw the entire Employee Account to which he is
entitled by the end of the year during which the deceased
Member from whom the Spouse Beneficiary Member received
his Employee Account, would have reached age 70 1/2.
b. If the beneficiary is a person not described in Article
XII.B.2.a. above or is a trust or other entity, a lump sum
payment of the account to which the beneficiary is entitled
shall be made upon the election of the beneficiary but no
later than 12 months following the death which caused the
designated beneficiary to be entitled to the Employee
Account.
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
shall be according to the provisions of Articles X.B.1. and X.B.2.f.
D. Payment to Alternate Payees
A lump sum payment of the Employee Account shall be made as soon as
practical following the Trustee's receipt of the alternate payee's
written request for a lump sum payment or, if earlier, on April first of
the calendar year following the calendar year in which the Member, from
which the alternate payee received an Employee Account, attained age 70
1/2.
E. Compliance with Minimum Distribution Rules
Notwithstanding any other provision of this Plan, beginning January 1,
1985, distribution to a beneficiary, Terminated Member, terminated
Employee, or alternate payee will be made in the amount and no later
than at the time required by Section 401(a)(9) of the Code and
regulations thereunder and shall not be less than the amount required by
the incidental death benefit rule of Section 401(a)(9)(G) of the Code
and regulations thereunder.
XII-2
<PAGE>
F. 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 allocated
to the Fixed Income Account.
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:
(1) The Sale-Terminee may not make partial withdrawals or loans
or sell or purchase assets but may make a full
XII-3
<PAGE>
withdrawal. Payment of a full withdrawal shall be made in
cash as of the valuation date applicable to withdrawal
requests. If a Sale-Terminee makes such a full withdrawal,
paragraph d. of this Section XII.E. shall not apply and he
may withdraw his entire Employee Account.
(2) 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 the Sale-Terminee does not make the election described above in
Article XII.E.1., he or his beneficiary will be entitled to his
entire Employee Account following his termination with Conoco or an
Affiliated Company solely for the reason of a sale of any business
or facility.
3. 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-4
<PAGE>
XIII. AFFILIATED COMPANIES
--------------------
A. Affiliated Company Participation
Any corporation which is an Affiliated Company of Conoco and the
employees of which are admitted to membership in the Retirement Plan and
have satisfied the eligibility requirements of Article III. may
participate in this Plan upon the following conditions:
1. Such Affiliated Company shall make, execute, and deliver such
instruments as Conoco and the Trustee shall deem necessary or
desirable.
2. Such Affiliated Company shall appoint Conoco as its agent to act for
it in all transactions in which Conoco believes such agency will
facilitate administration of the Plan; and the Benefit Board shall
act with respect to such Affiliated Company and its employees as
well as with respect to Conoco and its employees.
3. Any Affiliated Company may, by action of its board of directors,
withdraw from participation upon notice to Conoco and the Trustee,
and such withdrawal shall automatically effect the termination and
liquidation of the Plan insofar as it relates to such withdrawing
Affiliated Company and its employees.
4. No modification of the Plan shall be effective in respect of any
Affiliated Company and its employees unless agreed to in writing by
such Affiliated Company in a form satisfactory to Conoco. If any
such modification shall not be so agreed by such Affiliated Company
within 90 days, it shall be deemed to have elected to withdraw from
participation in the Plan with the effect provided in Article
XIII.A.3.
B. Affiliated Company Authority
It is the intent of this Article XIII. that the authority of each
Affiliated Company to act independently and in accordance with its own
best judgment shall not be prejudiced or diminished and at the same time
that the several Affiliated Companies may act collectively in respect to
the Trustee, the Benefit Board, and general administration in order to
secure administrative economics and maximum uniformity.
XIII-1
<PAGE>
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 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 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
XIV-1
<PAGE>
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 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.
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
Except as otherwise provided in Articles VI.A.2., VIII.A.2., 3., 4.
and 5., X.B.2.f., X.B.5. and X.C.1.a.(1) hereof, all costs and
expenses incurred in administering the Plan, including the expenses of
the Benefit Board, the fees and expenses of the Trustee, the fees of
its counsel, and other administrative expenses, 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.
XIV-2
<PAGE>
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:
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-3
<PAGE>
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;
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-1
<PAGE>
XVI. NONASSIGNABILITY
----------------
A. Assignments After January 1, 1976
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.
B. Assignments Prior to January 1, 1976
Notwithstanding anything to the contrary, in the event a Member
pledged his account as collateral for a loan prior to January 1, 1976,
the Member shall be subject to the following provisions, conditions,
and limitations:
1. Until the loan collaterally secured by pledge of the Member's
Employee Account is paid in full, the Member shall not be
permitted, without the lender's consent in writing:
a. to cause to be sold or turned in for redemption, under the
provisions of Article VII.B. hereof, any of the securities in
the Member's Employee Account, provided that such Participant
may change his Investment Direction as to future Basic and
Supplemental Deposits and Conoco Contributions; or
b. to make any withdrawal under the provisions of Article
X.A.3., X.B., X.C.1.a(2), (3), (4), (5), (6) and (7) except
for the purpose of liquidating the Member's Employee Account
and applying the amount withdrawn therefrom, or such portion
of the amount withdrawn as may be required, to pay off the
loan. The Member shall in such cases have the burden of
submitting evidence satisfactory to the Trustee that the loan
has been, or is being, paid off.
c. a withdrawal pursuant to Article X.C.1.a(1) shall not require
the lender's consent.
2. In the event of a withdrawal of an Employee Account under the
provisions of Article X.A. and X.B. hereof, the amount of such
withdrawal, or so much thereof as may be required, shall be
applied to payment of any loan collaterally secured by pledge of
the Employee Account, as permitted by the provisions of this
Article XVI., before any part of such account is paid or turned
over to the Member or, in a proper case, to his legal
representative or designated beneficiary.
3. No pledge of an Employee Account as collateral for the loan shall
impair the Member's voting rights as provided for in Article
VII.F.1. hereof.
4. In the event of a default in respect of the loan secured
collaterally by pledge of an Employee Account:
a. The Trustee may rely absolutely upon any written statement of
the lender and acknowledged by the Member in writing
XVI-1
<PAGE>
indicating the existence of a default and the amount owing to
the lender. In the alternative, the Trustee may rely only
upon a final, unappealable order entered by a court or other
judicial or administrative body having jurisdiction in the
premises, properly finding the fact of default and the amount
thereof.
b. Upon compliance with the requirements set out above, the
Trustee may liquidate by selling or turning in for redemption
any securities in the Member's Employee Account in order to
provide funds to pay the lender, and the Trustee may pay to
the lender, out of the Member's Employee Account, the amount
demanded by the lender, or, if the Member's Employee Account
is insufficient for that purpose, the Trustee may pay the
lender the whole of such Employee Account after all
securities therein have been liquidated. The lender shall
not be entitled to receive in kind any of the securities in
the Member's Employee Account but shall be entitled to be
paid in cash only.
C. Trustee Payments to Lenders
1. Any liquidation of securities in an Employee Account and any
payment to the lender out of such account, as provided above in
this Article XVI.B.4. shall be binding upon the Member, his heirs,
legal representatives, and designated beneficiaries and shall not
subject the Trustee, the Benefit Board, or Conoco to any liability
whatsoever.
2. Any withdrawal from an Employee Account or any payment made
therefrom to the lender, as provided above in this Article XVI.C.,
shall be treated as a partial withdrawal if the amount of such
withdrawal or payment does not exceed the value of the amount
remaining in the Employee Account, as determined by the Trustee,
and Article X.C.1.b. shall be applicable. Otherwise, such
withdrawal or payment shall be treated as a complete withdrawal
and Article X.B.1. shall be applicable.
XVI-2
<PAGE>
XVII. TERMS OF EMPLOYMENT UNAFFECTED
------------------------------
Participation in the Plan by an 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>
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>
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 Chapter 1 of the Plan
at any time and from time to time or may at any time terminate such
Chapter. 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.
B. Rights of Members As A Result of Modification
In the event that any modification of Chapter 1 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.
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-1
<PAGE>
XX. EFFECTIVE DATE
--------------
A. Board of Directors' Approval
Chapter 1 of the Plan shall not go into effect unless the Board shall
duly vote to do so. The Board shall require that before Chapter 1 of
the Plan goes into effect,
1. rulings with respect to Chapter 1 of the Plan, which are
satisfactory to the Chairman of the Board of Conoco Inc. or to any
other officer thereof designated by the Chairman or by the Board,
shall be obtained under the Internal Revenue Code, Securities Act of
1933, Exchange Act of 1934, and any other applicable legislation;
2. all other legal requirements pertaining to Chapter 1 of the Plan
shall be complied with; and
3. all other steps necessary for the operation of Chapter 1 of the Plan
shall be taken.
B. Trustee Certification
Chapter 1 of the Plan shall go into effect on or after such date as may
be fixed by the Board upon certification to the Trustee as follows:
1. Certification by the Secretary or an Assistant Secretary of Conoco
Inc. of duly adopted resolutions of the Board directing that such
Chapter of the Plan go into effect and fixing the date on or after
which such Chapter of the Plan may become effective;
2. Certification by the General Counsel or Deputy General Counsel of
Conoco Inc. that, in his opinion, all necessary rulings with respect
to Chapter 1 of the Plan have been obtained under the Internal
Revenue Code and other applicable legislation and all other legal
requirements pertaining to such Chapter of the Plan have been
complied with; and
3. Certification by the Chairman of the Board of Conoco Inc. or any
other officer thereof designated by the Chairman or by the Board;
a. that the rulings obtained under the Internal Revenue Code and
other applicable legislation are satisfactory to Conoco Inc.
and;
b. that all other steps necessary for the operation of Chapter 1
of the Plan have been taken.
Such certifications may be given, and Chapter 1 of the Plan may go
into effect as aforesaid from time to time with respect to one or
more of Conoco Inc.'s affiliates and/or with respect to employees
located in one or more particular states. Such certifications may
be withheld with respect to employees located in any state or states
if, in the judgment of the Benefit Board, compliance with the laws
of such state or states would involve disproportionate inconvenience
and expense to Conoco.
XX-1
<PAGE>
C. Any Employee who is now or may hereafter become a member of the Plan who
is or becomes subject to Chapter 2 thereof may become a member subject
to the provisions of Chapter 1, provided that the union by whom he is
represented shall have, by proper and legal negotiation with such
Employee's employer, adopted the provisions of Chapter 1 by contract
with such employer. All Employees subject to Chapter 2 hereof shall be
given the opportunity to become members subject to Chapter 1, provided,
however, that no such Employee, nor the Union by whom he is represented,
shall be given the opportunity to adopt the provisions of Chapter 1 of
the Plan prior to the effective date of Chapter 1 of the Plan nor prior
to the termination date of the Union negotiated contract to which such
Employee is subject as of the effective date of Chapter 1 of the Plan
(or as otherwise provided in such contract).
XX-2
<PAGE>
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 five
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.
C. Compensation Limitation
For any Plan Year in which the Plan is a top-heavy plan, the
compensation limitation set forth in Code Section 416(a) shall apply.
D. 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.K. and
N.
XXI-1
<PAGE>
E. Definitions - For purposes of these top-heavy provisions, the
following definitions shall apply:
(a) Key Employees and non-Key Employees. In determining which
employees are Key employees and which are non-Key employees, the
criteria set forth in Code Section 416 and the regulations
thereunder shall be applied.
(b) Top-heavy ratio. The top-heavy ratio shall be computed in
accordance with Code Section 416 and the regulations thereunder.
(c) Aggregation Group. For purposes of determining if the Plan is a
top-heavy plan for a particular Plan Year, each tax-qualified plan
of the Company in which a Key Employee participates in the Plan
Year containing the determination date, or any of the four
preceding Plan Years, and each other tax-qualified plan of the
Company which, during this period, enables any plan, in which a
Key Employee participates, to meet the requirements of Code
Sections 401(a)(4) or 410 shall be aggregated within the required
aggregation group. All other tax qualified plans which are not
required to be aggregated under the preceding sentence but that
satisfy the requirements of Code Sections 401(a)(4) and 410 when
considered together with the required aggregation group shall also
be aggregated.
(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 determi-
nation date for any Plan Year shall be December 31 of the
preceding Plan Year.
XXI-2
<PAGE>
XXII. QUALIFIED DOMESTIC RELATIONS ORDERS
-----------------------------------
Notwithstanding other provisions of the Plan which restrict payments from
the Plan to a non-Member, the Trustee may, upon receipt of a qualified
domestic relations order, make payments from the Plan to persons other than
the Member.
A. Status of a Qualified Domestic Relations Order
A domestic relations order will not be deemed to be a qualified domestic
relations order if it requires action by the Plan that does not relate
to child support, alimony payments, or marital property rights, and does
not conform to other requirements established by the Benefit Board,
which requirements shall comply with Code Section 414(p).
B. Distribution of Before Tax Account Funds
Distribution of Before Tax Account funds to an alternate payee pursuant
to a Qualified Domestic Relations Order shall not be subject to the
restrictions on withdrawal of Before Tax Account funds described in
Articles X.B.3. and X.C.2. of the Plan.
XXII-1
<PAGE>
XXIII. ROLLOVERS AND TRUST TO TRUST TRANSFERS
--------------------------------------
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, prior to January 1, 1988, 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 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 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;
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 4.(2)(a), (b), or (c) or
Section 23.(4)(a), (b) or (c) of the Retirement Plan of Conoco Inc. 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.(2)(a), (b), or (c) or Section
23.(4)(a), (b) or (c) of the Retirement Plan 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 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.
XXIII-1
<PAGE>
Any assets transferred or rolled over must be in the form of cash and/or
Du Pont 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.
XXIII-2
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
----------------------------------------
CHAPTER 2
---------
Those union-represented employees covered by a negotiated contract shall have
the provisions of Chapter 1, applicable to those nonrepresented employees,
except those unions listed on the appendices that follow shall not have the
provisions of Chapter 1, so described for such appendices, applicable to their
union-represented employees.
<PAGE>
THRIFT PLAN OF CONOCO INC.
Appendix B
----------
August 1, 1983
--------------
Those provisions adopted by the Board of Directors of Conoco Inc. at their
meetings of December 6, 1981, and November 17, 1982, the primary provisions of
which were: the change in the frequency and amounts in which an employee could
make partial withdrawals from his employee account and; the reduction of the
suspension period required upon the complete withdrawal of an employee's
account.
International Brotherhood of Teamsters Local 705--Hammond, Indiana
Oil, Chemical, and Atomic Workers Local 4-555--Westlake, Louisiana--(Drivers and
Mechanics)
International Chemical Workers Union Local 853--Baltimore, Maryland--(Plant)
International Chemical Workers Union Local 853--Baltimore, Maryland--(Lab. and
Cler.)
Oil, Chemical, and Atomic Workers Locals 1-20, 1-128, and 1-534--Ventura,
California
International Union of Operating Engineers Local 826--Abilene, Texas
Oil, Chemical, and Atomic Workers Local 4-544--Midland, Texas
Oil, Chemical, and Atomic Workers--Midland, Texas
Oil, Chemical, and Atomic Workers Local 4-555--Lake Charles,
Louisiana--(Refinery)
Oil, Chemical, and Atomic Workers Local 4-555--Lake Charles,
Louisiana--(Chemicals)
Oil, Chemical, and Atomic Workers Local 2-470--Billings, Montana--(Refinery)
Oil, Chemical, and Atomic Workers Local 2-477--Denver, Colorado--(Refinery)
International Brotherhood of Electrical Workers Local 444--Ponca City,
Oklahoma--(Refinery)
Brotherhood of Boilermakers and Firemen Local 582--Ponca City,
Oklahoma--(Refinery)
Oil, Chemical, and Atomic Workers Local 5-857--Ponca City, Oklahoma--(Concarb
Plant)
Appendix B - i
<PAGE>
THRIFT PLAN OF CONOCO INC.
Appendix B, Continued
---------------------
August 1, 1983
--------------
Oil, Chemical, and Atomic Workers Local 4-487--Sunray, Texas--(Concarb)
Oil, Chemical, and Atomic Workers Local 5-857--Ponca City, Oklahoma--(Quality
Control Lab--Concarb)
Carpenters and Jointers Association Local 2008--Ponca City, Oklahoma
Oil, Chemical, and Atomic Workers Local 5-857--Ponca City, Oklahoma--(Clerical)
Oil, Chemical, and Atomic Workers Local 5-857--Ponca City, Oklahoma--(Refinery)
Oil, Chemical, and Atomic Workers Local 1-534--Santa Maria, California
Appendix B - ii
<PAGE>
THRIFT PLAN OF CONOCO INC.
Appendix C
----------
August 1, 1983
--------------
Those provisions adopted by the Board of Directors at their meeting of December
6, 1981, which provided for a member of the Thrift Plan for Employees of Conoco
Inc. to obtain a loan from his Employee account and those provisions adopted by
the Executive Benefit Board at their meeting of June 1, 1983, which provided for
a member of the Thrift Plan for Employees of Conoco Inc. to have deposits made
to the member's employee account as provided for in Section 401(k) of the
Internal Revenue Code; and those amendments effective July 1, 1984, which allow
deposits to the Plan in one percent increments, allow voluntary suspensions for
an unlimited time, and do not count such periods of suspension as participation
for the purpose of vesting.
International Brotherhood of Teamsters Local 705--Hammond, Indiana
Oil, Chemical, and Atomic Workers Local 4-555--Westlake, Louisiana--(Drivers and
Mechanics)
International Chemical Workers Union Local 853--Baltimore, Maryland--(Plant)
International Chemical Workers Union Local 853--Baltimore, Maryland--(Lab. and
Cler.)
Oil, Chemical, and Atomic Workers Locals 1-20, 1-128, and 1-534--Ventura,
California
International Union of Operating Engineers Local 826--Abilene, Texas
Oil, Chemical, and Atomic Workers Local 4-544--Midland, Texas
Oil, Chemical, and Atomic Workers--Midland, Texas
Oil, Chemical, and Atomic Workers Local 4-555--Lake Charles,
Louisiana--(Refinery)
Oil, Chemical, and Atomic Workers Local 4-555--Lake Charles,
Louisiana--(Chemicals)
Oil, Chemical, and Atomic Workers Local 2-470--Billings, Montana--(Refinery)
Oil, Chemical, and Atomic Workers Local 2-477--Denver, Colorado--(Refinery)
International Brotherhood of Electrical Workers Local 444--Ponca City,
Oklahoma--(Refinery)
Appendix C - i
<PAGE>
THRIFT PLAN OF CONOCO INC.
Appendix C
----------
August 1, 1983
--------------
Brotherhood of Boilermakers and Firemen Local 582--Ponca City,
Oklahoma--(Refinery)
Oil, Chemical, and Atomic Workers Local 5-857--Ponca City, Oklahoma--(Concarb
Plant)
Appendix C - ii
<PAGE>
THRIFT PLAN OF CONOCO INC.
Appendix D
----------
August 1, 1983
--------------
Those provisions adopted by the Board of Directors of Conoco Inc. at their
meeting of June 1, 1983, the primary provisions of which were to allow members
being transferred to Affiliated Companies to count participation and service in
one Plan as being applicable to the Plan of the Affiliated Company to which the
employee was being transferred and related reciprocal Thrift Plan provisions.
Oil, Chemical, and Atomic Workers Local 4-487--Sunray, Texas--(Concarb)
Oil, Chemical, and Atomic Workers Local 5-857--Ponca City, Oklahoma--(Quality
Control Lab--Concarb)
Carpenters and Jointers Association Local 2008--Ponca City, Oklahoma
Oil, Chemical, and Atomic Workers Local 5-857--Ponca City, Oklahoma--(Clerical)
Oil, Chemical, and Atomic Workers Local 5-857--Ponca City, Oklahoma--(Refinery)
Oil, Chemical, and Atomic Workers Local 1-534--Santa Maria, California
Appendix D - i
<PAGE>
INVESTMENT PLAN FOR SALARIED EMPLOYEES
OF CONSOL Inc.
RULES AND REGULATIONS
(As amended on or before December 31, 1992
effective January 1, 1993)
CONSOL Inc.
<PAGE>
SUMMARY OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
I. PURPOSE 1
II. DEFINITIONS 2
III. ELIGIBILITY AND PARTICIPATION 12
A. Eligibility Requirements
B. Commencement of Participation
C. Participation Non-Mandatory
D. Providing Plan Rules
E. Transfers to CONSOL Inc.
F. Termination of Participation
IV. EMPLOYEE PARTICIPATION 14
A. Participation by Payroll Deduction
B. Change in Participation
C. Committee Authorized Change in Participation
D. Participation by Direct Remittance
E. Temporary Employees -- Insufficient Earnings
F. Transfer of Funds to Trustee
G. Internal Revenue Code Limitations
V. CONSOL Inc. CONTRIBUTIONS 17
A. Amount of Company Contributions
B. Additional CONSOL Inc. Contributions
C. Transfer of Funds to Trustee
VI. LIMITATION ON ANNUAL ADDITIONS 18
VII. INVESTMENT PROVISIONS 19
A. Investment Direction
B. Fund Transfer Orders
C. Investment Options
D. Uninvested Funds
E. Trustee Action
F. Trustee - Maintenance of Plan Assets
VIII. CREDITS AND CHARGES TO EMPLOYEE ACCOUNTS 23
A. Allocation of Income and Costs on Investments
IX. SUSPENSION OF DEPOSITS 25
A. Involuntary Suspension of Deposits
B. Voluntary Suspension of Deposits
C. Company Contributions During Suspension
D. Involuntary Suspension of Deposits -
Employees of CONSOL Affiliated Companies
X. WITHDRAWALS 27
A. Full Withdrawals - Retirement
B. Full Withdrawals - Other Than Upon Retirement
C. Partial Withdrawals
D. Separation from Service After Age 55
E. Compliance with Minimum Distribution Rules
XI. LOANS 40
A. Eligibility for a Loan
B. Obtaining Funds for a Loan
C. Maximum Amount of Loan
D. Loan Payment Period
E. Rate of Interest
</TABLE>
i
<PAGE>
<TABLE>
<S> <C> <C>
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/Responsibility
L. Suspension of Loans
XII. BENEFICIARIES, TERMINATED EMPLOYEES 48
AND ALTERNATE PAYEES
A. Beneficiary Designation
B. Payment to Beneficiary(s)
C. Payment to Terminated Employees
D. Payment to Alternate Payees
E. Sale of Business or Facility
F. Compliance with Minimum Distribution Rules
XIII. AFFILIATED COMPANIES 52
A. CONSOL Affiliated Company Participation
B. CONSOL Affiliated Company Authority
XIV. ADMINISTRATION 53
A. Trustee
B. Investment Plan Committee
C. Investment Plan Regulations
D. Recognition of Agency for a Member
E. Investment Plan Audit
F. Report to Plan Members
G. Administrative Liability
H. Administrative Expense
I. Claims by Members
XV. NOTICES AND OTHER COMMUNICATIONS 56
A. Plan Communication to Members
B. Member Communications to the Plan
C. Third Party Communications to the Plan
XVI. NONASSIGNABILITY 57
A. Assignments After January 1, 1976
B. Trustee Payments to Lenders
XVII. TERMS OF EMPLOYMENT UNAFFECTED 58
XVIII. CONSTRUCTION 59
XIX. MODIFICATION AND TERMINATION 60
A. Method of Modification
B. Members' Rights Upon Modification
C. Merger, Transfer or Consolidation of Plan
XX. EFFECTIVE DATE 61
A. Board Approval
B. Trustee Certification
XXI. OPERATION OF THE PLAN AS A TOP-HEAVY PLAN 62
A. Minimum Vesting
B. Minimum Contributions
C. Compensation Limitation
D. Annual Additions
E. Definitions for Article XXI.
XXII. QUALIFIED DOMESTIC RELATIONS ORDERS 64
A. Status of QDRO
B. Distribution of Before Tax Funds
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C> <C>
XIII. ROLLOVERS AND TRUST TO TRUST TRANSFERS 65
</TABLE>
iii
<PAGE>
INVESTMENT PLAN
FOR SALARIED EMPLOYEES OF
CONSOL Inc.
Effective January 1, 1953
As Amended and Restated January 1, 1992
PREAMBLE
- --------
Prior to January 1, 1992, this plan was called the Investment Plan For Salaried
Employees of Consolidation Coal Company, and was sponsored by Consolidation Coal
Company. Due to a corporate restructuring, the name of the plan was changed
effective January 1, 1992, to the Investment Plan For Salaried Employees of
CONSOL Inc. Effective the same day, CONSOL Inc. became the sponsor of this plan
and Consolidation Coal Company became a CONSOL Affiliated Company participating
in the plan.
I. PURPOSE
The purpose of this Plan is to encourage employees to save systematically a
portion of their current compensation and to assist them to accumulate
additional means for the time of their retirement.
1
<PAGE>
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 Conoco Inc.
and 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 contributions; provided,
however, that Annual Additions for any Plan year before 1987 shall not
be recomputed to treat all the Employee Contributions as Annual
Additions.
C. "Basic Deposits" Shall mean all deposits made to an Employee Account
prior to November 1, 1975, and after November 1, 1975, all deposits
which are matched by Company Contributions pursuant to Article V., on
a monthly basis, other than as provided in Article X.C.1.b. For the
period after November 1, 1975, through June 30, 1984, Basic Deposits
may be made only in increments of 2 percent of the Participant's then
current Compensation.
D. "Beneficiary Member" shall mean any 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. "Board" shall mean the Board of Directors of CONSOL Inc., or the
Executive Committee of CONSOL Inc.
F. "Code" shall mean the Internal Revenue Code of 1986 as amended.
G. "Committee" shall mean the Investment Plan Committee created and
appointed as provided in Article XIV.B.
H. "Company Contributions" shall mean all contributions to a
Participant's Account made by the Company pursuant to Article V. of
the Plan. 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 the Company 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, 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
CONSOL Inc. or a CONSOL Affiliated Company, as authorized by Section
125 of the Code. Notwithstanding the foregoing, "Compensation" shall
not exceed $200,000 per year, or such other amount as may be
prescribed by the Secretary of the Treasury. The maximum amount of
annual compensation that shall be taken into account under this Plan
for any year shall not exceed the amount prescribed in Code Section
401(a)(17).
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J. "CONSOL" shall mean CONSOL Inc., a Delaware corporation, and/or CONSOL
Affiliated Company participating in the Plan as hereinafter provided
in Article XIII.
K. "CONSOL Affiliated Companies" shall mean any corporation in which
CONSOL Inc. owns, directly or indirectly, at least 10 percent of the
issued and outstanding stock entitled to vote for the election of
directors.
L. "Corporate Employer" shall mean an employer as defined in Section
414(b) and 414(c) of the Code, as modified by Section 415(h) of the
Code.
M. "Defined Benefit Plan" shall mean any plan qualified under the Code
which is not a Defined Contribution Plan.
N. "Defined Benefit Plan Fraction" for any year shall be 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.
O. "Defined Compensation" shall mean a Participant's wages, salaries,
fees for professional services and other amounts received for personal
services actually rendered in the course of employment with the
Corporate Employer (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips and bonuses).
Notwithstanding the foregoing, "Defined Compensation" shall not exceed
$200,000 per year, or such other amount as may be prescribed by the
Secretary of the Treasury.
Earned income from sources without the United States otherwise
excluded from the gross income of a Participant for the purposes of
his federal tax return and amounts received through accident or health
insurance, to the extent includable in his gross income, shall be
considered "Defined Compensation". "Defined Compensation" shall
exclude:
(a) Contributions by a Participant to a plan of deferred compensation
to the extent the contributions are not includable in gross
income of the Participant for the taxable year in which
contributed, and any distributions from such a plan whether or
not includable in the gross income of the Participant when
distributed, except that amounts received under an unfunded
non-qualified deferred compensation plan shall be considered
"Defined Compensation";
(b) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by a
Participant 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.
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Amounts shall be considered "Defined Compensation" for any
limitation year only if actually paid or made available during such
year. Notwithstanding the foregoing, "Defined Compensation" shall not
exceed $200,000 per year, or such other amount as may be prescribed by
the Secretary of the Treasury.
P. "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 amount contributed to the Participant's
Account, and any income, expenses, gains and losses which may be
allocated to such Participant's Account.
Q. 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 under Section 415(c)(a)(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 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 Fraction (not exceeding such numerator) as prescribed by
the Secretary of the Treasury so that the sum of the Defined Benefit
Fraction and Defined Contribution Fraction computed under Code Section
415(e)(1) does not exceed 1.0 for Plan years after 1985.
R. "Du Pont" shall mean E. I. du Pont de Nemours and Company, a Delaware
Corporation.
S. "Employee" shall mean any person who is in the employ of CONSOL and is
compensated on a salaried basis (except for persons classified as
production and maintenance employees at mines other than the Buchanan
No. 1 Mine), and any person who is in the employ of
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Fairmont Supply Company, Twin Rivers Towing Company, CONSOL Sales
Company, CONSOL Pennsylvania Coal Company, Consolidation Coal Company
of Kentucky and Enlow Fork Mining Company and compensated on a
salaried basis.
Notwithstanding the above, the term "Employee" shall not include
persons who are or become members of a collective bargaining unit for
which either:
1. the members of the collective bargaining unit are covered by a
pension Plan other than this Plan or the Employee Retirement Plan
of CONSOL Inc. (the "CONSOL Retirement Plan") pursuant to
collective bargaining negotiations; or
2. the members of the collective bargaining unit are not covered by
a pension plan other than this Plan or the CONSOL Retirement Plan
after collective bargaining negotiations which included
discussion of retirement benefits, unless such collective
bargaining negotiations resulted in coverage under this Plan.
Furthermore, the term "Employee" shall not include a person who is
receiving a pension, severance pay, retainer or fee under contract or
an individual who must be treated as an Employee of CONSOL for limited
purposes under the "leased" provisions of Section 414(n) of the Code.
If a person ceases to be an Employee because of becoming a member of a
collective bargaining unit as described above, he shall cease to be an
Employee as of the effective date of the collective bargaining
agreement under which he becomes a member of the collective bargaining
unit. If a person ceases to be an Employee because of termination of
service, such person shall not again become an Employee for purposes
of this Plan prior to his reemployment date unless he is rehired by
CONSOL prior to incurring a one year break in service.
T. "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
which are designated for the Before Tax Account, or earnings
thereon, pursuant to a cash or deferred arrangement of Section
401(k) of the Code.
U. "Employee Contributions" shall mean all Basic Deposits made by a
Participant to his Employee Account and all Supplemental Deposits made
by a Participant or a Transferred Member to his Employee Account.
Employee Contributions shall not include Basic Deposits made by a
Participant to his Before Tax Account for purposes of Article II.B.
V. "Employment Date" shall mean the date on which an Employee is first
employed by CONSOL and on which an Employee completes one hour of
service.
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W. "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 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.
X. "Hardship" shall mean a showing by a Participant (1) that he has an
immediate and heavy financial need and that (2) the hardship
distribution is necessary to satisfy the immediate and heavy financial
need.
A. 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.
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 circumstance 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:
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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 Investment Plan; or
d. By other distributions or loans from any plans
maintained within the Consol Energy Inc. 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 an 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
b. The Participant has obtained all distributions, other
than hardship distributions, and all loans currently
available under all plans maintained by the Consol
Energy Inc. 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 Investment Plan and all
other plans, with the exception of health and
welfare benefit plans, maintained by the Consol
Energy Inc. 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 Investment Plan and
all other plans
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<PAGE>
maintained by the Consol Energy Inc. 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.
Y. "Highly Compensated" shall mean those Participants or Employees who
are highly compensated within the meaning of Code Section 414(q).
Z. "Hour(s) of Service" shall mean each hour for which an Employee of
CONSOL, a CONSOL Affiliated Company or an Affiliated Company 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 CONSOL. An
hour of service also includes each hour for which such 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 disability), jury duty, military duty
or CONSOL 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.
AA. "Incapacity" shall mean the condition of a Participant's health
whereby he is unable to perform his job function as an Employee as
determined by the Committee.
BB. "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.
CC. "Investment Manager" shall mean an investment advisor registered under
the Investment Advisors Act of 1940, a bank (other than the Trustee)
as defined in the Act, or an insurance company qualified to perform
investment management services which shall be designated or appointed
as provided in Article XIV(A)(4).
DD. "Limitation on Annual Additions" shall mean the limitation on
contributions to a Participant's Employee Account as provided in
Article VI.
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<PAGE>
EE. "Masculine pronouns" shall mean the feminine whenever appropriate.
FF. "Member" shall mean any person for whom the Trustee holds an Employee
Account, including a Participant with a zero Employee Account balance
due to a withdrawal pursuant to Article X.C. who has elected to resume
making Basic Deposits immediately upon the completion of the
suspension imposed by Article X.C.1.b.
GG. "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. RR. and for whom
the Trustee holds an Employee Account.
HH. "One-Year-Break-in-Service" shall mean any 12 consecutive month period
commencing upon:
1. Employment date, or anniversary date thereof; or
2. Reemployment date, or anniversary date thereof,
during which an Employee does not complete more than 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 Committee, 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 501 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.
II. "Participant" shall mean an Employee who is eligible for and has
commenced participation in this Plan in accordance with Article III.
of this Plan.
JJ. "Plan" shall mean this Investment Plan for Salaried Employees of
CONSOL Inc.
KK. "Plan Year" shall mean a 12 month period commencing on January 1 and
ending on December 31.
LL. "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 straight life annuity commencing at
his 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;
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 Credited Service for each full year he participates
in the Defined Benefit Plans of the Corporate Employer during
that period; and
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<PAGE>
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.
MM. "QDRO Member" shall mean an individual for whom the Trustee holds an
Employee Account pursuant to a Qualified Domestic Relations Order.
NN. "Reemployment Date" shall mean the date following a One-Year
Break-In-Service on which a previously employed person is reemployed
and completes one Hour of Service.
OO. "Retired Member" shall mean a former Participant who has taken normal,
early or incapacity retirement under the Retirement Plan and for whom
the Trustee holds an Employee Account.
PP. "Retirement Plan" shall mean the Employee Retirement Plan of CONSOL
Inc.
QQ. "Rollover Member" shall mean an Employee 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.
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 under the Plan; less
3. the amount of Basic Deposits during such period which have not
been withdrawn from his Employee Account.
Only a Participant or Transferred Member may make Supplemental
Deposits.
TT. "Terminated Member" shall mean a former Participant, who has
terminated his employment with CONSOL 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.
UU. "Transferred Member" shall mean a former Participant, who has been
transferred from CONSOL, at the request or with the consent of CONSOL,
to a nonparticipating Affiliated Company or a nonparticipating CONSOL
Affiliated Company or a nonparticipating CONSOL Affiliated Company and
who has left his Employee Account in the Plan.
VV. "Trustee" shall mean the Trustee under the Plan hereinafter named in
Article XIV.A.(1) or any successor to said Trustee.
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WW. "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, 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
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, except
that the fifth year of participation under this Article
II.WW.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, any such year
commencing upon the:
a. Employment Date, and anniversary date thereof; or
b. Reemployment Date, and anniversary date thereof;
during which an Employee of CONSOL, a CONSOL Affiliated Company,
or an Affiliated Company completes 1,000 or more Hours of
Service, provided that any period during which an Employee
declines to make contributions as required by the Plan, or the
comparable plan of the CONSOL Affiliated Company or the
Affiliated Company, or any period before a 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 age 65.
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.
XX. "Year" shall mean the twelve month period commencing January 1 and
ending the following December 31.
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III. ELIGIBILITY AND PARTICIPATION
A. Eligibility Requirements
Except as hereinafter provided, any Employee shall be eligible to
participate in the Plan upon the earlier of the following dates:
1. employment on a regular full-time basis, or
2. on or after January 1, 1976, completion of a period of 12
consecutive months commencing upon his Employment Date or
anniversary thereof, or if applicable, his Reemployment Date or
anniversary thereof, during which the Employee completes 1,000 or
more hours of service.
An Employee who once satisfies the eligibility requirement shall thereafter
always retain his eligibility to participate in the Plan until he ceases to
be an Employee as defined in Article II.S. of the Plan.
B. Commencement of Participation
1. An Employee may commence his participation on the first day of
the calendar month next following the date he becomes eligible,
provided he files with the Committee a notice of his election to
become a Participant in the Plan, such notice to be provided in
the manner prescribed by the Committee, or in the event an
eligible Employee does not elect to participate when first
eligible, he may thereafter commence participation as of the
first day of the calendar month next following the date he files
with the Committee a notice of his election to participate in the
Plan, provided, however, that no Employee who is on CONSOL
approved leave of absence, or is otherwise absent from work on
the date he becomes eligible, may commence to participate in the
Plan until the first day of the calendar month next following his
return from such absence. Commencement of participation in the
Plan by an eligible Employee shall be accomplished by his
election to make deposits as hereinafter provided.
2. Notwithstanding the effective date of participation set forth in
Article III.B.1. above, an Employee who is transferred to CONSOL
on and after August 1, 1983, from an Affiliated Company or a
CONSOL Affiliated Company or from a corporation that has adopted
a profit sharing plan administered by an Affiliated Company and
who was a participant in the profit sharing plan thereof, may
commence his participation on the date he is employed by CONSOL,
provided he files with the Committee a notice of his election to
become a participant in the Plan within 30 days of his employment
by CONSOL, such notice to be provided in the manner prescribed by
the Committee.
C. Participation in the Plan by an Employee shall be voluntary.
D. Each 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 CONSOL
1. An Employee of an Affiliated Company or CONSOL Affiliated Company
who is transferred at the request of such Affiliated Company or
CONSOL Affiliated Company and CONSOL to the employ of CONSOL may
participate in this Plan provided such Employee
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<PAGE>
satisfies the requirements of Article III.(A). The years of
participation by an Employee in the profit sharing plan of such
Affiliated Company or CONSOL Affiliated Company, if any, shall be
included in determining the Employee's years of participation in
this Plan. The years of service of an Employee in an Affiliated
Company or CONSOL Affiliated Company 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. Any Employee, who becomes a Participant in the Plan and who is or
has been transferred to CONSOL from an Affiliated Company or
CONSOL Affiliated Company and has an Employee Account in the
profit sharing plan of said Affiliated Company or CONSOL
Affiliated Company, may request the Trustee, in the manner
prescribed by the Committee, to accept the transfer of his entire
Employee Account, if any, from such other plan into his Employee
Account in this Plan, provided such transfer is permitted by the
plan of the transferor corporation. Any transfer of an Employee
Account to this Plan must be requested prior to the Participant's
subsequent transfer of employment from CONSOL. The Committee
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 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.
3. For the purpose of a suspension due to a withdrawal under the
Plan, a withdrawal by a Participant of any part of an Employee
Account from a profit sharing plan of an Affiliated Company shall
have the same effect as if the Participant had made a withdrawal
from this Plan.
F. Termination of Participation
A Participant shall cease being a Participant in this Plan at any time
that he ceases being an Employee or takes a full withdrawal pursuant
to Article X.B. or X.C. and elects not to resume Basic Contributions
immediately upon the end of the suspension imposed under Article
X.C.1.b.
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IV. EMPLOYEE PARTICIPATION
A. Participation by Payroll Deduction
To participate in the Plan, an 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 15 percent of his monthly
compensation but not more than $7000 deferred pursuant to a cash or
deferred arrangement under Section 401(k) of the Code (the $7000 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 CONSOL 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 an Employee Account shall be in
accordance with Article II.SS.
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 CONSOL in the form
prescribed by the Committee.
C. Committee Authorized Change in Participation/1/
1. Notwithstanding anything else to the contrary, if the Committee
determines that the discrimination standards of Code Sections
401(k) and/or 401(m) may not be satisfied, the Committee shall
have the authority to make the following changes in order to
comply with limitations on Employee Contributions imposed by
Sections 401(k) and 401(m) of the Code:
a. The Committee shall have the authority to change elected
percentages of Highly Compensated Participants designated
for Before Tax Accounts to Regular Accounts, or upon the
request of the Participant, to pay the Participant the
difference between the amount he had designated as a
contribution to his Before Tax Account and the limit on such
contribution under Section 401(k) of the Code.
b. The Committee shall have the authority to change elected
percentages for Highly Compensated Participants designated
for Regular Accounts to Before Tax Accounts, or upon the
request of the Participant, to pay the Participant the
difference between the amount he had designated as a
contribution to his Regular Account and the limit on such
contribution under Section 401(m) of the Code.
Changes to the elected percentages of Highly Compensated
Participants will be made in one percent increments from 16%
- ---------------
/1/Amended effective January 1, 1987. Amended effective January 1, 1993, to
change "Key account" to "Before Tax Account" and "Employee" to "Participant".
14
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until the Committee determines that the requirements of Code
Section 401(k) and/or Section 401(m) are met.
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) and/or 401(m),
then the amount of such excess shall be refunded to said Highly
Compensated Participants. The elected percentages that are the
highest for contributions to Regular and/or Before Tax Accounts,
as appropriate, will be reduced until the standards are
satisfied. The reductions will be made in increments of one
tenth of one percent, in the elected percentage that is the
highest prior to each such reduction until the standards are
satisfied.
3. In the event of a redesignation of Before Tax Account deposits
pursuant to Article IV.C.1., or a refund of Before Tax Account
deposits pursuant to Article IV.C.2., all Highly Compensated
Participants shall be treated in a uniform manner.
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 non-vested redeposits).
2. In the event an 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 payments direct to the Trustee in accordance with
regulations prescribed by the Committee.
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 a deposit 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.
F. Transfer of Funds to Trustee
The amount of payroll deductions and cash payments so made shall be
transferred monthly by CONSOL 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 Article IV. (Employee
Participation), or in Article V. (CONSOL 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.
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V. CONSOL CONTRIBUTIONS
A. Amount of Company Contributions
CONSOL 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.
B. Additional CONSOL Contributions
CONSOL 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 of or any CONSOL Affiliated
Company participating in the Plan unless such applicability to
such Employees is authorized by the Board of Directors of such
Affiliated Company or CONSOL 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 CONSOL 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.
C. Transfer of Funds to Trustee
The Trustee shall hold CONSOL's contributions for the respective
Employee Accounts, subject to the provisions of the Plan; and no part
of those contributions shall be recoverable by CONSOL, nor shall they
(except as hereinafter provided by Article VI.A.2, VIII.A.2., 3., 4.
and 5., X.B.2.f., X.B.5., and X.C.1.c.(1)) be used for or diverted to
any other purpose.
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VI. LIMITATION ON ANNUAL ADDITIONS
A. Anything to the contrary notwithstanding,
1. The maximum Annual Additions deposited to an 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 lessor 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 which has been assigned to an
alternate payee pursuant to a Qualified Domestic Relations Order,
the sum of the Benefit Plan Fraction and the Defined
Contribution Plan Fraction for any year may not exceed 1.0.
Sections 235(g)(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 deposits returned and, or Corporate Employer
Contributions removed from the Participant's Employee Account and
applied to reduce the subsequent contributions of CONSOL under
the Plan, to the extent necessary, as determined by the
Investment Plan Committee. 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.
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VII. INVESTMENT PROVISIONS
A. Investment Direction
A Participant in the Plan shall instruct the Trustee in the form
prescribed by the Committee 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. If Du Pont stock no longer exists in the Participant's
Account, any dividends payable shall be invested according to the
Participant's current Investment Direction.
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 Committee.
B. Fund Transfer(s)
Any Plan Member, except a Non-Spouse Beneficiary, may instruct the
Trustee in the manner prescribed by the Committee 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 Options
The Trustee shall provide for the following Investment Options for
Plan members.
1. Option A: Du Pont Stock Fund
The purchase 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.
2. Option B: Fixed Income Fund
The purchase of units of participation in the Fixed Income Fund.
The term "Fixed Income Fund" shall mean an account established by
agreement between the Trustee and one or more insurance companies
or other financial institutions as may from time to time be
designated by the Committee or, if not so
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<PAGE>
designated, as selected by the Trustee in its discretion. The
agreement shall provide for the payment of interest at a
predetermined rate by such insurance company or other financial
institution on all deposits made to the Fixed Income Fund.
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 with such
insurance company or other financial institution. All deposits
to the Fixed Income Fund shall be expressed as units of
participation in the Fixed Income Fund, which Fund shall consist
of all of the deposits to the Fixed Income Fund and all interest
credited or accrued to such deposits pursuant to the Agreement.
No Member shall have any ownership in any particular asset in the
Fixed Income Fund. The Fixed Income Fund shall be operated in
accordance with the provisions established by the Committee,
which shall be equally applicable to all Members, provided,
however, that the requirements set forth in any Fixed Income Fund
agreement for use under the Plan shall be obligatory and binding
upon all concerned with the same force and effect as though such
requirements were set forth at length in and constituted a part
of this Plan.
3. Option C: Mutual Funds
The purchase of shares in one or more mutual funds contained in a
family of mutual funds designated by the Trustee with the advice
and consent of the Committee, as directed by Members.
4. Option D: Three Way Asset Allocation Fund
The purchase of units of participation in a three-way asset
allocation fund consisting of a portfolio diversified among the
stock, bond and cash sectors of the securities marketplace.
Assets invested pursuant to this Option D. shall be transferred
among these sectors in a manner and to such extent as the Trustee
or Designated Investment Manager shall select.
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 at any time on and after January
13, 1993 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.
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
19
<PAGE>
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 Committee, 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. At 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 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
Committee. The Trustee shall have the voting rights with respect
to all shares of stock of Du Pont held in trust pursuant to the
terms of the Plan for which voting instructions for a particular
stockholders' meeting are not received.
2. In the event of any distribution to all stockholders of Du Pont
(or of Chrysler Corporation, as the case may be) 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 stock (or Chrysler Corporation,
as the case may be) to which the purchase rights pertain
concerning the distribution of such rights. Such notice
shall specify a period of time (as prescribed by the
Committee) within which the Member may elect that such
rights pertaining to any share of stock
20
<PAGE>
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
Committee 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 stock
(or Chrysler Corporation, as the case may be), held in
respect of the Employee Accounts of such Members, but not
including those shares in the 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 appertaining 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 Thrift Plan
for Employees of Conoco Inc. In such case, the Trustee shall be
under no duty to earmark or keep separate 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 Thrift Plan for
Employees of Conoco Inc. as though such funds under this Plan and
the corresponding funds under the Thrift Plan for Employees of
Conoco Inc. 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 Thrift Plan for Employees of Conoco Inc. CONSOL 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 the assets for the purpose of such withdrawal shall
be conclusive.
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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
in respect of Option A., 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, as the case may be, to the 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 Account of securities purchased
under Option A. shall be the daily average weighted 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 the 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 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 Merrill Lynch mutual fund and the Merrill
Lynch Equity Index Trust purchased under Option C. shall be the
Net Asset Value calculated by Merrill Lynch Asset Management,
which 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 Merrill Lynch Asset Management to
establish the Net Asset Value.
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. shall be
calculated by Wells Fargo Nikko Investment Advisors each business
day. Such unit value shall include all costs and
22
<PAGE>
charges used by Wells Fargo Nikko Investment Advisors 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.
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IX. SUSPENSION OF DEPOSITS
A. Involuntary Suspension of Deposits
If a Participant is absent from the performance of his duties for
CONSOL and, as a consequence of such absence, his compensation for any
calendar month is one-half, or less, of his normal compensation for
such month, all deposits to his Employee Account 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 his 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 his 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 his 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 a company approved leave
of absence under CONSOL military leave policy or to enable him to
serve the government in a nonmilitary capacity, or because of his
sickness or other disability, then in any such event, he may
elect in the form prescribed by the Committee, to continue to
make deposits to his Regular Account to the extent permitted by
plan rules and the Code (and thus avoid automatic suspension
thereof). A Participant making such an election may not change
his rate of deposits during such absence. In the event of such
election, the Participant's deposits may, in accordance with
regulations prescribed by the Committee, either be deducted from
any compensation or other regular payments which such Participant
may be entitled to receive from CONSOL, or may be paid currently
in cash by the Participant to the Trustee. Failure of a
Participant to make such cash deposits on the date when it
becomes payable may be treated as an election by him to permit
his deposits to be automatically suspended, as hereinabove
provided in this Article IX.A., from and after the date of his
last previous deposit.
B. Voluntary Suspension of Deposits
A Participant, by direction to the Committee in a form prescribed by
the Committee, 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 by direction or failure to elect or to
make a direct remittance will be applicable to all deposits to
the Plan;
2. A voluntary suspension will remain in effect for the number of
months elected by the Participant unless the Participant shall
revoke such election pursuant to Article IV.B.
3. The right to make cash Supplemental Deposits to a Participant's
Regular Account shall not be affected by a voluntary suspension.
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<PAGE>
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 as provided in Article IX.A. and B, Company
Contributions 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.
D. Involuntary Suspension of Deposits - Employees of CONSOL
Affiliated Companies
If CONSOL elects with the consent of a CONSOL Affiliated Company to an
involuntary suspension of deposits with respect to such CONSOL
Affiliated Company and its employees in accordance with Article
XIII.A.4., all deposits to such Participants' Employee Accounts shall
be automatically suspended for an indefinite period; provided,
however, the period of suspension of deposits shall be included in
determining the length of such Participants' years of participation in
the Plan.
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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. At any time prior to such retirement, a
Participant or Transferred Member may, by written direction to
the Trustee in the form prescribed by the Committee, make an
election to receive his Employee Account pursuant to the options
set forth in Article X.
For purposes of Article X.A., "Retirement Plan" shall mean the
Employee Retirement Plan of CONSOL Inc.
2. Defer to Age 70 1/2
Any Employee participating in the Plan or Transferred Member who
is entitled to normal, early, or incapacity retirement under the
Retirement Plan may, prior to such retirement, by direction to
the Trustee in the form prescribed by the Committee, make an
election to defer the withdrawal of his Employee Account. In the
event that a Participant or Transferred Member makes such an
election:
a. No further deposits pursuant to Article IV and no further
contributions pursuant to Article V shall be made to his
Employee Account after the date of his retirement;
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 the terms
of Article X.C.; and
c. No later than April 1 of the calendar year following the
calendar year in which a Retired Member attains age 70 1/2,
such Retired Member (or, in the proper case, his legal
representative or designated beneficiary) shall be required
to withdraw such Retired Member's entire Employee Account
then held by the Trustee.
d. Prior to April 1 of the year following the year the Employee
attains age 70 1/2, such Retired Member may elect to receive
his Employee Account pursuant to Article X.A.3.
3. Periodic Payment Options
Any Employee participating in the Plan who is entitled to normal,
early, or incapacity retirement under the Retirement Plan on the
effective date hereof and thereafter may, prior to such
retirement, or pursuant to an election in accordance with Article
X.A.2.d., by written direction to the Trustee in the form
prescribed by the Committee, make an election to receive his Plan
assets pursuant to the terms of any one of the following options,
provided that no further deposits pursuant to Article IV. and no
further contributions pursuant to Article V. shall be made to
such Participant's Employee Account after the date of his
retirement. During the period of time following his retirement,
such Retired Member (or, in
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<PAGE>
a proper case, his legal representative or beneficiary) shall be
entitled to withdraw his entire Employee Account under the same
terms applicable to withdrawals pursuant to the terms of Article
X.B. or may make one or more partial withdrawals pursuant to the
terms of Article X.C.
If a Retired Member receiving payments pursuant to one of the
options listed in paragraph a., b., c., d., e. or f. below is
reemployed by CONSOL, payments shall cease at the time such
Retired Member is rehired. If payments cease and the Retired
Member subsequently is entitled to an Early, Normal or Incapacity
Retirement, he 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 made after reemployment and earnings on those
contributions. If payments cease pursuant to this paragraph,
they shall resume no later than April 1 of the year following the
year in which the Employee reaches age 70 1/2.
Any Retired Member, who has not attained age 70 1/2 and who,
before January 1, 1993, received one or more payments under the
Lifetime Cash Payment Option or the Fixed Cash Payment Option as
they existed prior to January 1, 1993, or who made an election
pursuant to Article X.A.2.d. or Article X.A.3.e. or f. may revoke
his prior election and elect to receive his Plan assets pursuant
to Article X.A.3.c. or d. as amended effective January 1, 1993.
Any Retired Member, including a Retired Member who retired prior
to January 1, 1993, who has not attained the age of 70 1/2 and
who has received one or more Periodic Payments pursuant to this
Article X.A.3. may, in the manner designated by the Committee,
revoke his election and elect any other Periodic Payment Option
under this Article X.A.3., effective January 1 of the year
following the year in which the revocation and new election is
made. A Retired Member may make such a revocation and new
election once each calendar year.
a. Periodic Payment Option - Lifetime
A Participant or Transferred Member shall, prior to his
effective retirement date, or a Retired Member pursuant to
an election made in accordance with Article X.A.2.d. in the
manner designated by the Committee, 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
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<PAGE>
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 electing
Member's Regular and Before Tax Accounts shall be liquidated
on a pro rata basis, based on the value of each investment
in his Regular and Before Tax 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 Transferred Member, prior to his effective
retirement date, or a Retired Member pursuant to an election
made in accordance with Article X.A.2.d., shall, in the
manner designated by the Committee, 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 Member has designated a beneficiary, over the actuarial
lives of the electing Member and his beneficiary. The
retiring 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:
(i) the effective date of his Periodic Payment Option
election by the number of years under which he has
elected to receive annual payments.
(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 has elected to receive annual
payments less the number of years since the effective
date of his Periodic Payment Option election.
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<PAGE>
c. Periodic Payment Option--Fixed
A Participant or a Transferred Member, prior to his
effective retirement date or, a Retired Member, pursuant to
an election made in accordance with X.A.2.d., shall in the
manner designated by the Committee, 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, a Retired Member, pursuant to an
election made in accordance with Article X.A.2.d., shall in
the manner designated by the Committee, 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 payments
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.
e. Any Retired Member who before April 1, 1986 received one or
more payments under a Lifetime Cash Payment Option may
continue to receive his Plan assets pursuant to Article
X.A.3.a. as it existed prior to April, 1986. Alternately, he
may elect to receive his Plan assets pursuant to Article
X.A.3.a. as amended effective April 1, 1986 by written
direction to the Trustee filed at a time and in a form
prescribed by the Committee. Such election shall be made
before the anniversary of the Retired Member's Cash Payment
Option election next following April 1, 1986.
f. Any Retired Member who before October 1, 1988, received one
or more payments under the Fixed Cash Payment Option (now
designated the "Variable Periodic Payment Option") may
continue to receive his Plan assets pursuant to Article
X.A.3.b. as it existed prior to October 1, 1988.
Alternately, he may elect to receive his Plan assets
pursuant to Article X.A.3.a. or Article X.A.3.b. as amended
effective October 1, 1988, by written direction to the
Trustee filed at a time and in a form prescribed by the
Committee.
g. Any Retired Member who before October 1, 1988, received one
or more payments under the Variable/Lifetime Cash
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<PAGE>
Payment Option may continue to receive his assets pursuant
to Article X.A.3.a. as it existed prior to October 1, 1988.
Alternatively, he may elect to receive his Plan assets
pursuant to Article X.A.3.b. as amended effective October 1,
1988, by written direction to the Trustee filed at a time
and in a form prescribed by the Committee.
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
termination of employment with CONSOL 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
$3,500, or a vested balance of less than $3,500 if the Terminated
Member has been terminated at a time he was subject to Article
X.B.2.c.(1). (termination due to a spousal transfer, job
abolishment or incapacity), 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.
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 $3500 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
A Member, by written direction to the Trustee in the form
prescribed by the Committee, 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:
(1) An amount equal to the sum of his total deposits to the
date of withdrawal and all income added to his Regular
Account (but not more than his entire Regular Account).
(2) The value of his entire Regular Account less an amount
equal to the total of CONSOL's contributions to his
Regular Account to the date of withdrawal.
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<PAGE>
(3) Any Company Contributions remaining in the Member's
Employee Account shall be forfeited, except as provided
in X.B.2.d.(2).
c. If he is not vested and the sole reason for termination of
his employment by CONSOL was (i) that his spouse was
transferred by CONSOL to an employment location outside the
immediate geographical area, (ii) that the position or job
he held with CONSOL was abolished, or (iii) because of his
incapacity, he may withdraw his entire Regular Account.
Withdrawals under this paragraph arising from the
termination of a Participant due to a transfer of his spouse
by CONSOL, the fact that the position or job he held with
CONSOL was abolished, or the incapacity of such Participant
are subject to prior approval by the Committee, provided
that in the case of a termination for the reason of
incapacity, such approval by the Committee shall be based
upon one or more reports by qualified medical doctors.
Every Participant, the termination of whose employment by
CONSOL falls within the terms of this Article X.B.2.c. shall
be treated the same as all other such Participants under the
same or similar circumstances.
d. 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 full
months from the date of withdrawal.
(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, CONSOL
shall contribute to the Participant's Regular Account
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 active
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.
(ii) Only a Participant or an employee of a CONSOL
Affiliated Company who has an Employee Account in
the Plan which does not consist exclusively of
funds received by the Trustee under Article
XXIII., is entitled to make the redeposit
described
31
<PAGE>
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.
e. Upon termination or partial termination of the Plan by
CONSOL 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 CONSOL, the rights of
Participants affected by such termination, partial
termination, or complete discontinuance of contributions, to
their respective Employee Account balances, shall become
nonforfeitable and such Participants shall be entitled to
withdraw their entire Regular Accounts.
f. If a Member terminates his employment with CONSOL at a time
when he is not entitled to withdraw his entire Employee
Account, when he has 5 consecutive One-year
Breaks-in-Service, he shall immediately forfeit that part of
his Employee Account that he is not eligible to withdraw
under Article X.B.2.b. on the date that he has 5 consecutive
one-year breaks in service.
3. Member Initiated Before Tax Withdrawals
Any Member, by written direction to the Trustee in a form
prescribed by the Committee, shall be entitled to withdraw his
Before Tax Account upon retirement, separation from service, or
upon attaining the age of 59 1/2. In the event of the death of a
Member, the Member's designated beneficiary shall be entitled to
withdraw the Member's Before Tax Account. Prior to age 59 1/2,
and while employed by CONSOL, a Participant may not make a
withdrawal from his Before Tax Account except upon prior written
approval of the Committee, or one to whom the Committee has
specifically delegated the authority to determine Hardship, who
shall grant a full withdrawal from a Participant's Before Tax
Account only upon proof of Hardship requiring the entire sum of
the Participant's 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.X. 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.X. The Committee or its delegee will determine whether the
definition of Hardship has been met.
If a 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 the Employee Account may continue
during this six-month period, except as otherwise provided in
Article II.X.B.2. Suspensions under this Article X.B.3. and
suspensions under X.B.2. and X.C. shall run concurrently.
4. Special Provisions Applicable To Transferred Employees
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<PAGE>
Withdrawals pursuant to the provisions of this Article X.B.4.
shall be subject to the following conditions:
a. A transfer of employment from CONSOL to an Affiliated
Company or a CONSOL Affiliated Company, from a CONSOL
Affiliated Company to an Affiliated Company, or between
CONSOL Affiliated Companies, shall not be considered as a
termination of employment.
b. If a Member is transferred at the request of or with the
consent of CONSOL to the employ of an employer not
participating in the Plan or to otherwise non-eligible
employment, such Member may continue his Employee Account
during the period of other 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 CONSOL Affiliated
Company, participation in the profit sharing plan of such
company, 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 periods 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 CONSOL from CONSOL to an Affiliated
Company or a CONSOL Affiliated Company may request the
Trustee, in the manner prescribed by the Committee, 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 Committee 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
Employees on the same basis.
d. A Member who is or has been transferred from CONSOL to a
CONSOL Affiliated Company, which is a member of the same
controlled group of which Consol Energy Inc. is parent, and
who continues his Employee Account pursuant to X.B.4.b., may
make the maximum amount of Supplemental Deposits allowable
under Article II.SS. to his Employee Account.
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 CONSOL under
the Plan, or if the Plan shall be terminated, the Trustee shall
credit any amount not so applied ratably to the accounts of all
other Plan Participants 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.
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<PAGE>
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 to the Member 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 Committee, 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 form prescribed by the
Committee, 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) A nonvested Member withdraw an amount that is not reduced
by the amount of Company Contributions that must remain in
the 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) Basic Deposits in the Regular account more than
24 months;
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<PAGE>
(4) Company Contributions in the Regular account more
than 24 months;
(5) Earnings (including profit and loss);
(6) Basic Deposits in the Regular account 24 months or
less; and
(7) Company Contributions in the Regular account 24
months or less.
/2/*[[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.]]
/3/*b. Suspension 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
- --------------------
*Plan provisions in double brackets are effective upon approval by the
internal revenue service.
*Plan provisions in double brackets are effective upon approval by the
internal revenue service.
35
<PAGE>
imposed for any previous withdrawal shall run
concurrently with the six-month period following his
most recent withdrawal. This six-month 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 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, CONSOL shall contribute to the Employee
Account of the Participant an amount equal to the
amount of Company Contributions forfeited under
this paragraph. Only an Employee, who is a
Participant, or an employee of a CONSOL 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 Member's Before Tax Account
a. Eligibility to Make Withdrawal
A Member, if not employed by CONSOL, by written direction to
the Trustee in a form prescribed by the Committee, shall be
entitled to make a partial withdrawal from his Before Tax
Account upon retirement, or upon separation from service. A
Participant, by direction to the Trustee, in the manner
prescribed by the Committee, shall be entitled to make a
partial withdrawal from his Before Tax Account upon
attaining the age of 59 1/2 (subject to procedures
implemented by the Committee 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 Committee, or its delegee. The amount of a partial
Hardship withdrawal will be limited to the amount of
36
<PAGE>
immediate financial need demonstrated by the Employee to the
Committee, or one to whom the Committee has delegated such
authority.
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 meets the definition
of Hardship set forth in Article II.X.
The Committee or its delegee will determine whether the
definition of Hardship has been met.
(2) A nonvested Member forfeits the matching 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 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 the calendar year.
(4) 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 Code.
E. Compliance with Minimum Distribution Rules
1. Notwithstanding any other provision of this Plan, beginning
January 1, 1985, a Member 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
37
<PAGE>
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 shall receive his Minimum Distributions in the
form of a lump sum payment of his entire Employee Account.
2. If a Member has not terminated employment with the Company on
April 1 of the calendar year following the calendar year in which
he attained age 70 1/2, his Minimum Distribution will begin no
later than that date in the form of a Lifetime Periodic Payment
calculated on the actuarial life of the Member, if he is eligible
for Early or Normal retirement under the Retirement Plan.
3. 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 April 1 of the calendar year following the calendar year
in which the Retired Member attains age 70 1/2, the payments will
be adjusted no later than April 1 of the calendar year following
the calendar year in which the Retired Member attained age 70
1/2, as necessary, to ensure that the Retired Member receives
Minimum Distributions. If the Employee has made such an election
but the payments do not begin before April 1 of the calendar year
following the calendar year in which the Retired Member attained
age 70 1/2, 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.
4. Payments in the form of a Lifetime Periodic Payment calculated on
the actuarial life of the Member shall commence on April 1 of the
calendar year following the calendar year in which any Member who
is a Spouse Beneficiary, attained age 70 1/2.
5. A lump sum payment shall be made to any Member, who is an
Alternate Payee, no later than April 1 of the calendar year
following the calendar year in which the Member, from whom the
Alternate Payee received the Employee Account, attained or would
have attained age 70 1/2.
38
<PAGE>
XI. LOANS
A. Eligibility for a Loan
1. The Loan Administrator (as provided for in Article XI.K.l.) 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 Article IX.B. or Article X.B. or C. and
to any Plan Member with an Employee Account who is a participant
in the Thrift Plan for Employees of Conoco Inc. (the "Thrift
Plan") or the Savings and Investment Plan of Du Pont (the "SIP")
entitled to make Basic Deposits under Article IV. of the Thrift
Plan and Article III. of the SIP, 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 Thrift Plan and Article XIV.
of the SIP. The Loan Administrator may also grant a loan to any
"party-in-interest" (as defined in 29 U.S.C. Subsection 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(s) of the Internal Revenue
Code, determined without regard to Section 1563(a)(4) and Section
1563(e)(3)(C)) of which Consol Energy Inc. 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 items and conditions as the Committee
may from time to time prescribe.
3. Application for a loan shall be in the manner prescribed by the
Committee. 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 Committee.
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 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
39
<PAGE>
Tax pursuant to Section 501 of the Internal Revenue Code of 1954,
as amended.
B. Obtaining Funds for a Loan
Upon approval by the Loan Administrator of the loan application, the
Borrowing Participant shall direct the Trustee to sell, turn in for
redemption, or liquidate, as may be appropriate, any investments in
his 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
Committee, 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 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 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:
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 Consol Energy Inc. 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, and in any other plans adopted by a
Corporate Affiliate, exclusive of the Borrowing Participant's
Employee Account in the Plan(s) as such Plan(s) 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
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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 Plans, 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 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 Committee
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.
E. Rate of Interest
1. The rate of interest for a loan granted pursuant to this 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 Committee, and shall
be the average rate for secured personal loans (rounded to the
next lower one-quarter percent) then in effect at a group of
financial institutions, as designated from time to time by the
Committee, 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
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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.
H. Exception 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 (an "Absence") 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. Such
12-consecutive-month period shall commence on the first day of
the calendar month following the receipt of the last payroll
deduction for the full amount of the 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 from his absence, the amount of the Loan Account
shall be cancelled pursuant to Article XI.J.3.
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. 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.
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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
the part of the Borrowing Participant to incur a Deemed Withdrawal
from such Borrowing Participant's Employee Account pursuant to the
terms of Article X.J.4.
J. Loan Defaults
1. While any portion of a loan is outstanding, a default will be
declared (Declaration of Default) as described in Article XI.G.,
XI.H.1., H.2., H.3., or H.4. or upon the termination of
employment of any Borrowing Participant, who is not eligible for
Early or Normal retirement under the Retirement Plan and has
elected to defer distribution of his Employee Account, 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. In the event of a termination of employment of a Borrowing
Participant, who is not eligible for Early or Normal retirement
under the Retirement Plan, or who is eligible but has not elected
to defer distribution of his Employee Account, a Declaration of
Default shall occur upon the later of the effective date of such
Borrowing Participant's termination of employment or the first
day immediately following the month in which the last Loan
Payment was received from such Borrowing Participant.
3. 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. or 3. A Deemed
Withdrawal will be made for loans granted prior to January 1,
1993, upon the third occurrence of a Declaration of Default with
respect to the loan for which the Declaration of Default was
issued; and for loans granted after December 31, 1992, 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
missed Loan Payments are not made prior to 45 days after the
first Loan Payment was not made by the Borrowing Participant.
4. 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.
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b. If the Loan Account is in a Member's Before Tax Account, and
the Borrowing Participant is not age 59-1/2 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.
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 Internal
Revenue 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 effect the
status of the plan under Section 401(e) 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 the Member has made all Past Due Loan
Payments;
(3) If the Member is a Participant in the Plan, he shall be
suspended from making Basic Deposits and from receiving
Company Contributions 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 the
Member has made all the Past Due Loan Payments or the
expiration of six months, whichever is later.
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:
a. Borrowing Participant upon a voluntary election to cancel
the Loan Balance, or
b. 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 Committee shall have
overall responsibility for the administration and operation of
the loan procedure under this Article XI., which
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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 Committee. In the absence of such appointment, the Committee
shall be the Loan Administrator.
Each person serving as the Loan Administrator shall remain in
office at the will of the Committee, and the Committee 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 Committee. Any person
serving as Loan Administrator may resign by delivering his
written resignation to the Committee, and such redesignation
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. To 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 option, such funds are to be
invested in;
d. To execute, on behalf of the Committee, 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 delegation of responsibility.
Any action of the delegator shall have the same force and effect
for all persons hereunder as if such action had been taken by the
Loan Administrator.
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L. Suspension of Loans
The Committee may from time to time suspend the granting of loans
under the Plan for such purposes as the Committee may determine,
including, but not limited to, the proper discharge of its fiduciary
duties under law.
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XII. BENEFICIARIES, TERMINATED EMPLOYEES AND ALTERNATE PAYEES
A. Beneficiary Designation
Any Member, except an Alternate Payee and a Non-Spouse Beneficiary,
may file with the Trustee a written designation, in the form
prescribed by the Committee, 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.
B. Payment to Beneficiary(s)
1. Upon the death of a Member, his entire Employee Account shall be
paid or distributed 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 the 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, CONSOL, and the Committee shall not have
any further liability to anyone.
2. Payment to the beneficiaries shall be in accordance with the
following rules:
a. If the beneficiary is the surviving spouse of a person who
died while employed by the Company or by an Affiliated
Company or a CONSOL Affiliated Company or the surviving
spouse of a person who retired under the Early, Normal, or
Incapacity retirement provisions of the Employee Retirement
Plan of CONSOL Inc. at a time when he was employed by the
Company or by an Affiliated Company, said beneficiary:
(1) Shall have the rights set out in Article X.A. of the
Plan (deferral, Periodic Payment Options and
withdrawals), to the extent such rights are consistent
with Section 401(a)(9) of the Code, as if he were a
Member eligible for Early, Normal, or Incapacity
Retirement;
(2) Shall have the rights set out in Articles VII.
(Investments) and VIII. (Credits and Charges to
Employee Account) of the Plan, as if he were a
Participant in the Plan; and
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(3) Must, if the beneficiary defers distribution, either
elect to begin receiving a Periodic Payment Option or
withdraw the entire Employee Account to which he is
entitled by the and of the year during which the
Member, from whom the Spouse Beneficiary received his
Employee Account, would have reached age 70 1/2.
b. If the beneficiary is a person not described in Article
XII.B.2.a., above, or is a trust or other entity, a lump sum
payment of the Employee Account to which the beneficiary is
entitled shall be made upon the election of the beneficiary,
but no later than 12 months following the death which caused
the designated beneficiary to be entitled to the Employee
Account.
C. Payment to Terminated Employees (Terminated Members)
Payment to former Employees who terminated employment with CONSOL
other than by Normal, Early or Incapacity Retirement under the
Retirement Plan shall be according to the provisions of Article X.B.1.
and X.B.2.f.
D. Payment to Alternate Payees
A lump sum payment of the Employee Account shall be made as soon as
practical following the Trustee's receipt of the Alternate Payee's
written request for a lump sum payment or, if earlier, on April first
of the calendar year following the calendar year in which the Member,
from which the Alternate Payee received an Employee Account, attained
age 70 1/2.
E. Sale of Business or Facility.
1. An Employee or former Employee who has an Employee Account and
whose employment with CONSOL or an Affiliated Company or a CONSOL
Affiliated Company is to be terminated in connection with the
sale by CONSOL or an Affiliated Company or a CONSOL 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 trust of a qualified 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
Committee, after termination of the Sale-Terminee's
employment with CONSOL or an Affiliated Company or a CONSOL
Affiliated Company, the balance of his Employee Account
shall, upon approval by the Committee, be allocated to the
Fixed Income Account.
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 CONSOL or an Affiliated Company or a CONSOL
Affiliated Company shall not cause a Declaration of Default
to occur. Except as provided
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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 CONSOL.
c. Payment to the trustee of the receiving plan will be made
after CONSOL receives satisfactory proof that the
requirements of Section 414(1) 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 CONSOL receives such proof, pursuant to
procedures established by the Committee, 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 CONSOL
or an Affiliated Company or a CONSOL Affiliated Company.
e. After the Sale-Terminee has elected to transfer his Employee
Account and has terminated employment with CONSOL or an
Affiliated Company or a CONSOL Affiliated Company and prior
to the transfer of his Employee Account to the receiving
plan the following rules shall apply:
(1) The Sale-Terminee may not make partial withdrawals or
loans or sell or purchase assets but may make a full
withdrawal. Payment of a full withdrawal shall be made
in cash as of the valuation date applicable to such
withdrawal requests. If a Sale-Terminee makes such a
full withdrawal, paragraph d. of this Section XII.E.
shall not apply and he may withdraw his entire Employee
Account.
(2) 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 the Sale-Terminee does not make the election described above
in Article XII.E.1., he or his beneficiary will be entitled to
his entire Employee Account following his termination with CONSOL
or an Affiliated Company or a CONSOL Affiliated Company solely
for the reason of a sale of any business or facility.
3. If prior to his scheduled termination of employment with CONSOL
or an Affiliated Company or a CONSOL 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's election to transfer assets shall be void.
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F. Compliance with Minimum Distribution Rules
Notwithstanding any other provision of this Plan, beginning January 1,
1985, distribution to a beneficiary, Terminated Member, terminated
Employee, or alternate payee will be made in the amount and no later
than at the time required by Section 401(a)(9) of the Code and
regulations thereunder and shall not be less than the amount required
by the incidental death benefit rule of Section 401(a)(9)(G) of the
Code and regulations thereunder.
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XIII. AFFILIATED COMPANIES
A. CONSOL Affiliated Company Participation
Any CONSOL Affiliated Company may participate in this Plan upon the
following conditions:
1. Such CONSOL Affiliated Company shall make, execute, and deliver
such instruments as CONSOL and the Trustee shall deem necessary
or desirable.
2. Such CONSOL Affiliated Company shall constitute CONSOL as its
agent to act for it in all transactions in which CONSOL believes
such agency will facilitate administration of the Plan; and the
Committee shall act with respect to such CONSOL Affiliated
Company and its employees, as well as with respect to CONSOL and
its employees.
3. Any CONSOL Affiliated Company may, by action of its board of
directors, withdraw from participation upon notice to CONSOL and
the Trustee, and such withdrawal shall automatically effect the
termination and liquidation of the Plan insofar as it relates to
such withdrawing CONSOL Affiliated Company and its employees.
4. No modification of the Plan shall be effective in respect of any
CONSOL Affiliated Company and its employees unless agreed to in
writing by such CONSOL Affiliated Company in a form satisfactory
to CONSOL. If any such modification shall not be so agreed to by
any such CONSOL Affiliated Company within 90 days, it shall be
deemed to have elected to withdraw from participation in the Plan
with the effect provided in Article XIII.A.3., or, CONSOL may
elect with the consent of such CONSOL Affiliated Company to an
involuntary suspension of deposits with respect to such CONSOL
Affiliated Company and its employees with the effect as provided
in Article IX.D.
5. CONSOL may, by action of its Board of Directors, for any reason
cause the withdrawal from participation of any CONSOL Affiliated
Company upon notice to such CONSOL Affiliated Company and the
Trustee. Such withdrawal from participation shall be regarded as
a modification of the Plan in respect to any CONSOL Affiliated
Company and its Employees as provided in Article XIII.A.4.
B. CONSOL Affiliated Company Authority
It is the intent of this Article XIII. that the authority of each
CONSOL Affiliated Company to act independently and in accordance with
its own best judgment shall not be prejudiced or diminished and at the
same time that the several CONSOL Affiliated Companies may act
collectively in respect to the Trustee, the Committee and general
administration in order to secure administrative economies and maximum
uniformity.
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XIV. ADMINISTRATION
A. Trustee
CONSOL 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. CONSOL may,
without further reference to, or action by a Member or any CONSOL
Affiliated Company 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 CONSOL 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 CONSOL may deem necessary or desirable to put the
Plan into effect or to carry it out. The Board shall determine
the manner in which CONSOL shall take any such action; and
4. From time to time by action of its Board 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 Committee remove
such Investment Managers.
B. Investment Plan Committee
The Board shall create a committee of at least three members, which
shall be known as the Investment Plan Committee (Plan Administrator).
The Board shall from time to time designate the members of the
Committee, 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 Committee shall act by a majority of its members, and the
action of a majority of the Committee, with or without a meeting,
shall be the action of the Committee. No bond or other security shall
be required of any member of the Committee 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 Committee. The Committee 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 Committee, and
shall comply with such 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. Investment Plan Regulations
The Committee 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 Committee may adopt such regulations
with respect to the signatures by a Member and/or the spouse of a
Member to any directions or other papers to be signed by
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Members and similar matters as the Committee 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 or 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. Investment Plan Audit
The independent accountants who audit the books and accounts of CONSOL
shall annually examine the records of CONSOL and the Committee 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 Committee. The records of the Trustee and (subject
to such report by said independent accountant) the records of CONSOL
and the Committee 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 Member in the Plan, 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 thirty days
after the mailing of such statement to the Member.
G. Administrative Liability
No member of the Committee or alternate and no director, officer or
Employee of CONSOL 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
Except as otherwise provided in Article VI.A.2., VIII.A.2., 3., 4. and
5., X.B.2.f., X.B.5. and X.C.1.a.(1) hereof, all costs and expenses
incurred in administering the Plan, including the expenses of the
Committee, the fees and expenses of the Trustee, the fees of its
counsel and other administrative expenses, shall be ratably shared by
CONSOL and its CONSOL 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 Committee or its delegee shall review all claims for benefits
under the Plan which are submitted by a Member in the manner
prescribed by the Committee and shall advise such Member in writing
53
<PAGE>
of any denial or partial denial of benefits based on such claims and
shall set forth in the following:
1. Specific reason for such denial or partial denial;
2. Reference to pertinent plan provisions of 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 Committee to review such denial or partial denial,
provided such review request is submitted to the Committee within 60
calendar days after notice of the denial or partial denial is received
by the Member. The Committee will render a written decision of such
review to the Member within 60 calendar days following receipt of such
review request.
54
<PAGE>
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 Committee may deem appropriate, with postage prepaid
and addressed to the address last appearing on the books of the
Trustee. And Employee may change his address from time to time by
written notice in the form prescribed by the Committee.
B. Member Communications to the Plan
Written directions, notices and other communications, from Employees
participating in the Plan and from other Members, to CONSOL, the
Trustee or the Committee 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 Committee, 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 and intended for
CONSOL, a CONSOL Affiliated Company participating in the Plan, the
Trustee or the Committee, may be delivered to an officer of the
corporation for whom such notice or communication is intended or to a
member of the Committee, as the case may be, at the address
hereinafter specified of the party intend at 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 CONSOL or the Committee, to CONSOL Inc.,
Investment Plan Committee, CONSOL Plaza, 1800 Washington Road,
Pittsburgh PA 15241; or
2. If intended for a CONSOL Affiliated Company participating in the
Plan, to the principal place of business of such CONSOL
Affiliated Company; or
3. If intended for the Trustee, to the Merrill Lynch Trust Company
of America, 33 West Monroe Street, Suite 2550, Chicago, Illinois
60603.
CONSOL, a CONSOL Affiliated Company participating in the Plan, the
Trustee or the Committee 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.
55
<PAGE>
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 or 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.
56
<PAGE>
XVII. TERMS OF EMPLOYMENT UNAFFECTED
Participation in the Plan by an Employee shall in no way affect any of
CONSOL'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.
57
<PAGE>
XVIII. CONSTRUCTION
The Plan shall be governed by and construed in accordance with the laws of
the State of New York. Any interpretation of the Plan by the Committee
shall be conclusive and may be relied upon by the Trustee and all parties
in interest.
58
<PAGE>
XIX. MODIFICATION AND TERMINATION
A. Method of Modification
CONSOL, by action of its Board, or by action of the Investment Plan
Committee as directed by the Board, may modify the Plan at any time
and from time to time or may at any time terminate the 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 CONSOL
shall have given notice of such modification or termination to the
Trustee and may be effective as to all CONSOL Affiliated Companies 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 CONSOL Affiliated Companies of CONSOL 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 as of the effective date of such
modification.
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 Employee 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 Committee (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 six full months from such effective date.
C. Merger, Transfer or Consolidation of Plan
CONSOL, by action of its Board, may at any time for any reason, merge,
consolidate or transfer assets and liabilities to another plan,
provided that if such merger, consolidation or transfer of 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). In
connection with a merger, consolidation, or transfer of assets
described in the preceding sentence, the Committee may elect to
convert all or part of the assets in an Employee's account to cash
prior to such merger, consolidation, or transfer.
59
<PAGE>
XX. EFFECTIVE DATE
A. Board Approval
The Plan shall not go into effect unless the Board shall duly vote to
do so. The Board shall require that before the plan goes into effect,
1. Rulings with respect to the Plan, which are satisfactory to the
Chairman of the Board of CONSOL or to any other officer thereof
designated by the Chairman or by the Board, shall be obtained
under the Internal Revenue Code. Securities Act of 1933, Exchange
Act of 1934, and any other applicable legislation;
2. All other legal requirements pertaining to the Plan shall be
complied with; and
3. All other steps necessary for the operation of the Plan shall be
taken.
B. Trustee Certification
The Plan shall go into effect on or after such date as may be fixed by
the Board upon certification to the Trustee as follows:
1. Certification by the Secretary or an Assistant Secretary of
CONSOL of duly adopted resolutions of the Board directing that
such Plan go into effect and fixing the date on or after which
the Plan may become effective;
2. Certification by the Vice President and General Counsel of CONSOL
that, in his opinion, all necessary rulings with respect to the
Plan have been obtained under applicable legislation and all
other legal requirements pertaining to the Plan have been
complied with; and
3. Certification by the Chairman of the Board of CONSOL or any other
office thereof designated by the Chairman or by the Board;
a. That the rulings obtained under the Internal Revenue Code
and other applicable legislation are satisfactory to CONSOL;
and
b. That all other steps necessary for the operation of the Plan
have been taken.
Such certifications may be given and the Plan may go into effect as
aforesaid from time to time with respect to one or more of CONSOL's
Affiliated Companies and/or with respect to Employees located in one
or more particular states. Such certifications may be withheld with
respect to Employees located in any state or states if, in the
judgement of the Committee, compliance with the laws of such state or
states would involve disproportionate inconvenience and expense to
CONSOL.
60
<PAGE>
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 non-forfeitable right to a percentage of
his accrued benefit derived from Company Contributions, as determined
in accordance with the following table:
<TABLE>
<CAPTION>
Years of Service Non-Forfeitable 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.HH.2.b. shall be
disregarded for purposes of the preceding sentence. This Article
XXI.A. shall not apply if the participant's non-forfeitable percentage
of accrued benefit derived from Company Contributions would be greater
if determined under Article II.HH. A participant during any Plan year
in which the Plan is determined to be top-heavy who has completed five
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 CONSOL, including Key Savings under the Plan, in
aggregation with all Defined Contribution Plans required to be
aggregated under the Code Section 416(g)(2)(A)(i), on behalf of
each participant who has not separated from service at the 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.
C. Compensation Limitation
For any Plan year in which the Plan is a top-heavy plan, the
compensation limitation set forth in Code Section 416(a) shall apply.
D. 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.L. and
O.
E. Definitions - For purposes of these top-heavy provisions, the
following definitions shall apply:
(a) Key employees and non-Key employees. In determining which
Employees are Key employees and which are non-Key employees,
61
<PAGE>
the criteria set forth in Code Section 416 and the regulations
thereunder shall be applied.
(b) Top-heavy ratio. The top-heavy ratio shall be computed in
accordance with Code Section 416 and the regulations thereunder.
(c) Aggregation Group. For purposes of determining if the Plan is a
top-heavy plan for a particular Plan year, each tax qualified
Plan of the Company in which a Key Employee participates in the
Plan year containing the determination date, or any of the four
preceding Plan years and each other tax qualified plan of the
Company which, during this period, enables any plan, in which a
Key Employee participates to meet the requirements of Code
Sections 401(a)(4) or 410 shall be aggregated within the required
aggregation group. All other tax qualified plans which are not
required to be aggregated under the preceding sentence but that
satisfy the requirements of Code Sections 401(a)(4) and 410 when
considered together with the required aggregation group shall
also be aggregated.
(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.
62
<PAGE>
XXII. QUALIFIED DOMESTIC RELATIONS ORDERS
Notwithstanding other provisions of the Plan which restrict payments
from the Plan to a non-Member, the Trustee may, upon receipt of a
Qualified Domestic Relations Order, make payments from the Plan to one
or more Alternate Payees named in the Order.
A. Status of a Qualified Domestic Relations Order
A Domestic Relations Order will not be deemed to be a Qualified
Domestic Relations Order if it requires action by the Plan that does
not relate to child support, alimony payments, or marital property
rights, and does not conform to other requirements established by the
Committee, which requirements shall comply with Code Section 414(p).
B. Distribution of Before Tax Account Funds
Distribution of Before Tax Account funds to an alternate payee
pursuant to a Qualified Domestic Relations Order shall not be subject
to the restrictions on withdrawal of Key Account funds described in
Articles X.B.3. and X.C.2. of the Plan.
63
<PAGE>
XXIII. ROLLOVERS
Subject to the requirements of the Code, the Plan and the Trustee may
accept from:
1. A Member with an Employee Account who, while employed by the
Company or an Affiliated Company, has taken, prior to January 1,
1988, an Early, or Incapacity Retirement from the Employee
Retirement Plan of CONSOL Inc., 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
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;
2. A Member with an Employee Account who, while employed by the
Company or an Affiliated Company or CONSOL Affiliated Company,
has taken, after December 31, 1987, normal, early or incapacity
retirement pursuant to Section 4.(2)(a), (b), or (c) of the
Employee Retirement Plan of CONSOL Inc. or the Spouse Beneficiary
Member of 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 Employee Retirement Plan of
CONSOL Inc., and/or a defined benefit plan maintained by an
affiliated corporation or a CONSOL Affiliated Company, 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.(2)(a), (b), or (c)
or Section 23.(4)(a), (b) or (c) of the Retirement Plan or a
Spouse Beneficiary Member, or a Participant, 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 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.
64
<PAGE>
Any assets transferred or rolled over must be in the form of cash and/or
Du Pont 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 and remain in
Uninvested Funds as described in Article VII.D. until it may be transferred
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.C. of the Plan pursuant to the
administrative rules adopted by the Plan Administrator.
65
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference this Registration
Statement on Form S-8 of our report dated February 16, 1993, which appears on
page 33 of the 1992 Annual Report to Stockholders of E. I. du Pont de Nemours
and Company, which is incorporated by reference in E. I. du Pont de Nemours and
Company's Annual Report on Form 10-K for the year ended December 31, 1992. We
also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 20 of such Annual Report on Form
10-K.
Price Waterhouse
30 South Seventeenth Street
Philadelphia, Pennsylvania 19103
January 5, 1994
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints (1) the Senior Vice President and General Counsel
or any Vice President and Assistant General Counsel of E. I. du Pont de Nemours
and Company (hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or any Assistant
Treasurer of the Company, jointly, in his or her name, place and stead, in any
and all capacities, to execute and file, or cause to be filed, with the
Securities and Exchange Commission a Registration Statement on Form S-8 relating
to dollar participations and shares of DuPont common stock, $0.60 par value,
offered under the Thrift Plan for Employees of Conoco Inc. and the Investment
Plan for Salaried Employees of Consolidation Coal Company, any and all
amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/E. S. Woolard, Jr./ 12/15/93
-------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/J. A. Krol/ 12/13/93
---------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/C. S. Nicandros/ 12/14/93
-------------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/P. N. Barnevik/ 12/19/93
---------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/E. P. Blanchard, Jr./ 12/18/93
-------------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/C. R. Bronfman, O.C./ 12/20/93
-------------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/E. M. Bronfman/ 12/20/93
------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/E. Bronfman, Jr./ 12/20/93
---------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/L. C. Duemling/ 12/17/93
-------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/E. B. du Pont/ 12/20/93
------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/C. M. Harper/ 12/20/93
------------------ ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/R. E. Heckert/ 12/20/93
------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/H. W. Johnson/ 12/20/93
------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/E. L. Kolber/ 12/20/93
------------------ ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/M. P. MacKimm/ 12/20/93
------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/W. K. Reilly/ 12/20/93
------------------ ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/H. R. Sharp, III/ 12/20/93
---------------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/C. M. Vest/ 12/19/93
---------------- ---------------------
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Vice President and Assistant General Counsel of E. I. du Pont de
Nemours and Company (hereinafter referred to as the "Company"), and (2) the
Senior Vice President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her name, place and
stead, in any and all capacities, to execute and file, or cause to be filed,
with the Securities and Exchange Commission a Registration Statement on Form S-8
relating to dollar participations and shares of DuPont common stock, $0.60 par
value, offered under the Thrift Plan for Employees of Conoco Inc. and the
Investment Plan for Salaried Employees of Consolidation Coal Company, any and
all amendments thereto (including post-effective amendments) and all matters
required by the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
/A. F. Brimmer/ 12/20/93
- --------------------------- ---------------------
Director Date
