<PAGE>
Registration Statement No. 33-XXXXX
==================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------------------
E. I. DUPONT 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)
--------------
PROTEIN TECHNOLOGIES INTERNATIONAL, INC. SAVINGS AND INVESTMENT PLAN
(FULL TITLE OF THE PLAN)
--------------
GARY M. PFEIFFER, SENIOR VICE PRESIDENT -- DUPONT FINANCE
E. I. DUPONT 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
--------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 25,000 $57.5625 $1,439,062.50 $379.91
$.30 par value
</TABLE>
2
<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) DuPont's Annual Report on Form 10-K, for the year ended
December 31, 1999.
All documents subsequently filed by DuPont and/or the Protein
Technologies International, Inc. Savings and Investment Plan 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 deregisters 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 DuPont Common Stock
Holders of DuPont Common Stock are entitled to receive dividends that
may be declared by the Board of Directors of DuPont 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 DuPont
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
DuPont 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 DuPont 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 DuPont, whether
voluntary or involuntary, after payments have been made to holders of preferred
stock, holders of DuPont 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 DuPont Common Stock do not
have any preemptive rights.
3
<PAGE>
Item 5. Interests of Named Experts and Counsel
The validity of the issue of DuPont Common Stock offered hereby has
been passed on by Stacey J. Mobley, Esq., Senior Vice President and Chief
Administrative Officer and General Counsel of DuPont. Mr. Mobley beneficially
owned as of April 3, 2000 332,043 Shares of Common Stock of DuPont, including
307,431 shares of which he has the right to acquire beneficial ownership within
60 days through the exercise of stock options awarded under DuPont's Corporate
Sharing and Compensation Plans.
Item 6. Indemnification of Directors and Officers
Under provisions of the Bylaws of DuPont, each person who is or was a
director or officer of DuPont shall be indemnified by DuPont 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.
DuPont has purchased liability insurance policies covering its directors and
officers to provide protection where DuPont cannot indemnify a director or
officer.
Item 8. Exhibits
Exhibit
Number Description
- ------ ------------
4(a) DuPont's Restated Certificate of Incorporation, effective May 29,
1997, defining the rights of the holders of DuPont Common Stock,
incorporated by reference to DuPont's Current Report on Form 8-K filed
on June 13, 1997.
4(b) Protein Technologies International, Inc. Savings and Investment Plan
5(a) Opinion of Counsel
5(b) ERISA qualification undertaking
23(a) Consent of Independent Accountants
23(b) Consent of Stacey J. Mobley, Esq. included in the opinion filed as
Exhibit 5(a) to this Registration Statement
24 Powers of attorney authorizing certain officers to sign this
registration statement and amendments thereto on behalf of officers
and directors
4
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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.
5
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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.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Wilmington, State of Delaware, on April 4, 2000.
E. I. DU PONT DE NEMOURS
AND COMPANY
By /s/ Gary M. Pfeiffer
--------------------
Gary M. Pfeiffer,
Senior Vice President - DuPont Finance
and 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.
C. O. Holliday, Jr., Chairman and Director
C. J. Crawford, Director
L. C. Duemling, Director
E. B. duPont, Director
L. D. Juliber, Director
W. K. Reilly, Director
H. R. Sharp, III, Director
C. M. Vest, Director
By /s/ Gary M. Pfeiffer
---------------------
Gary M. Pfeiffer
Senior Vice President- DuPont Finance
(Principal Financial and Accounting Officer
and Attorney-In-Fact for bracketed
individuals)
(April 4, 2000)
7
<PAGE>
By /s/ Stacey J. Mobley
--------------------
Stacey J. Mobley
Senior Vice President and
Chief Administrative Officer and
General Counsel - DuPont Legal
(Attorney-In-Fact for bracketed individuals)
(April 4, 2000)
Powers of attorney authorizing Gary M. Pfeiffer and Stacey J. Mobley jointly, to
sign the registration statement and amendments thereto on behalf of the above-
named directors and officers are filed with the registration statement.
Pursuant to the requirement 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 Wilmington, State of
Delaware, on April 4, 2000.
Protein Technologies International, Inc.
Savings and Investment Plan
By /s/ Loriann Lea
---
Loriann Lea
Assistant Secretary, Protein Technologies
International, Inc.
The Protein Technologies International, Inc.
Savings and Investment Plan
8
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4(a) DuPont's Restated Certificate of Incorporation, effective May 29,
1997, defining the rights of the holders of DuPont Common Stock,
incorporated by reference to DuPont's Current Report on Form 8-K filed
on June 13, 1997.
4(b) Protein Technologies International, Inc. Savings and Investment Plan
5(a) Opinion of Counsel
5(b) ERISA qualification undertaking
23(a) Consent of Independent Accountants
23(b) Consent of Stacey J. Mobley, Esq. included in the opinion filed as
Exhibit 5(a) to this Registration Statement
24 Powers of attorney authorizing certain officers to sign this
registration statement and amendments thereto on behalf of officers
and directors
9
<PAGE>
EXHIBIT 4(b)
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
Savings Investment Plan
PLAN 002
Effective December 3, 1997
(As Amended Effective January 1, 1999)
<PAGE>
Table of Contents
Page
Recitals 1
i
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PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
Whereas, effective December 3, 1997, E. I. du Pont de Nemours and
Company acquired Protein Technologies International, Inc. (the "Company") from
Ralston Purina Company.
Whereas, the Company wishes to establish the Protein Technologies
International, Inc. Savings Investment Plan ("Plan") for the employees of the
Company.
Now, therefore, resolved that the Protein Technologies International,
Inc. Savings Investment Plan is hereby adopted effective December 3, 1997.
2
<PAGE>
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
ARTICLE I
Definitions
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Section 1.01 Accounts shall mean, with respect to any Member, his Basic and
--------
Supplemental Investment Accounts, his Company Contribution
Account, and his Rollover Account.
Section 1.02 Affiliated Company shall mean (a) any company more than fifty
------------------
percent (50%) of the voting stock of which is directly or
indirectly owned by Protein Technologies International, Inc. or
by any successor, and (b) any Commonly Controlled Entity;
provided, however, that a company shall not be an Affiliated
Company unless common stock would be employer securities [within
the meaning of Code Section 409(1)] with respect to such company.
Section 1.03 Basic Matched Contributions shall mean the amount remitted by the
---------------------------
Employer in accordance with Section 4.01.
Section 1.04 Basic Unmatched Contributions shall mean the amount remitted by
-----------------------------
the Employer in accordance with Section 4.01.
Section 1.05 Basic Investment Account shall mean that portion of the Trust
------------------------
Fund which, with respect to any Member, is attributable to Basic
Matched and Basic Unmatched Contributions under the Plan and any
investment earnings and gains or losses thereon.
Section 1.06 Beneficiary shall mean any person or persons designated in
-----------
accordance with Section 10.02.
Section 1.07 Board of Directors shall mean the Board of Directors of Protein
------------------
Technologies International, Inc. and any committee of directors
authorized by such Board to act in its behalf with reference to
the Plan.
Section 1.08 Code shall mean the Internal Revenue Code of 1986, as amended
----
from time to time. Reference to any section or subsection of the
Code includes reference to any comparable or succeeding
provisions of any legislation which amends, supplements or
replaces such section or subsection.
3
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Section 1.09 Commonly Controlled Entity shall mean (1) any corporation which
--------------------------
is a member of the same controlled group of corporations [within
the meaning of Code Section 414(b)] as E. I. du Pont de Nemours
and Company, (2) any trade or business (whether or not
incorporated) which is under common control with E. I. du Pont de
Nemours and Company within the meaning of Code Section 414(c),
and (3) any organization which is a member of an affiliated
service group [within the meaning of Code Section 414(m)] of
which a Company is also a member, and (4) any entity which is
required to be aggregated under Code Section 414(o).
Section 1.10 Company shall mean Protein Technologies International, Inc., a
-------
Delaware corporation, and any Affiliated Company while an
Affiliated Company.
Section 1.11 Company Contribution Account shall mean that portion of the Trust
----------------------------
Fund which, with respect to any Member, is attributable to any
contributions made on his behalf by the Company in accordance
with Section 4.02 and any investment earnings and gains or losses
thereon.
Section 1.12 Company Matching Contributions shall mean the amount contributed
------------------------------
by the Employer in accordance with Section 4.02(a).
Section 1.13 Compensation shall mean the basic compensation and such other
------------
forms of cash compensation paid for employment in Covered
Service, as determined by the Plan Administrator including but
not limited to, regular cash bonuses (unless the Member elects to
defer such bonus under a Company sponsored Deferred Compensation
Plan); payments made under a Code Section 125 Cafeteria Plan;
payments received by Members as a result of non-occupational
sicknesses or injuries as wage replacement; and payments received
by a Member under any type of Company sponsored voluntary
supplementation of worker's compensation payments. Compensation
shall not include employer paid reimbursements and allowances, or
non-recurring awards. Notwithstanding the foregoing, for Plan
Years commencing on or after January 1, 1994, Compensation for
purposes of the Plan shall not exceed $150,000, or such increases
as the Secretary of Treasury may determine in accordance with
Section 401(a)(17) of the Code.
Section 1.14 Covered Service means employment of an Employee by an Employer in
---------------
a Participating Unit, in a sales, administrative, clerical, or
production capacity, as a regular Employee for which the Employee
is paid from a United States dollar payroll maintained in the
United States and for which the Employee receives a regular and
stated compensation or retainer and an Employee,
4
<PAGE>
while designated as an Internationally Assigned Employee in a
sales, administrative, clerical, or production capacity for which
the Employee receives a regular stated compensation or retainer
which is subject to taxes imposed by the Federal Insurance
Contributions Act; provided that the following service shall not
be Covered Service:
(a) Employment excepted by the Board of Directors, or by the Plan
Administrator pursuant to authority delegated to it by the
Board of Directors, on a uniform and nondiscriminatory basis
with respect to persons similarly situated;
(b) Employment subject to a collective bargaining agreement the
terms and conditions of which do not make this Plan
applicable to it, and
(c) Employment as a Leased Employee.
(d) Employment as a Temporary Employee.
For purposes of this definition, Internationally Assigned
Employee shall mean an individual designated as such by the
Company.
Section 1.15 Disability shall mean, (a) being disabled within the meaning of
----------
any pension plan or long term disability plan of an Employer
under which a Member is entitled to receive benefits and which
results in Termination of Employment, or (b), if (a) is not
applicable, as provided in Code Section 72(m)(7), being unable to
engage in any substantial gainful activity by reason of any
medically determined physical or mental impairment which can be
expected to result in death or to be of a long continued and
indefinite duration which results in a Termination of Employment.
Section 1.16 Effective Date shall mean December 3, 1997.
--------------
Section 1.17 Eligible Employee shall mean an Employee who has satisfied the
-----------------
eligibility requirement of Section 2.01 and is employed in
Covered Service.
Section 1.18 Eligible Spouse shall mean the person to whom a Member is
---------------
lawfully married at the time benefit payments to the Member from
this Plan commence, or in the case of a Member who dies before
such time, the person to whom the Member is lawfully married on
the date of death of the Member.
5
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Section 1.19 Employee shall mean any person employed by the Company, including
--------
a Leased Employee.
Section 1.20 Employer shall mean Protein Technologies International, Inc., or
--------
any Affiliated Company by whom the Employee is employed that
contributes to the Plan for the benefit of its employees with the
approval of the Plan Administrator. Any such Company that
contributes to the Plan shall thereby agree to all of the terms
and conditions of the Plan.
Section 1.21 Entry Date shall mean, with respect to an Eligible Employee first
----------
hired after December 2, 1997, the first day of the month on or
following the Employee's Employment Commencement Date (as defined
in Section 3.02).
Notwithstanding the foregoing, for all Eligible Employees of
Protein Technologies International, Inc., who were employed by
Ralston Purina Company as of December 2, 1997, Entry Date shall
mean December 3, 1997.
Section 1.22 Highly Compensated Employee shall mean any Employee who is a
---------------------------
highly-compensated employee as defined in Section 414(q) of the
Code and regulations thereunder.
Section 1.23 Investment Fund or Funds shall mean the separate funds
------------------------
established within the Trust in accordance with Article VII.
Section 1.24 Leased Employee shall mean a person who is not otherwise an
---------------
Employee of the Company but who provides services to the Company
and--
(1) such services are provided pursuant to an agreement (written
or oral) between the Company, and any other person ("leasing
organization"),
(2) such person has performed such services for the Company on a
substantially full-time basis for a period of at least one
year, and
(3) such services are performed under the primary direction or
control by the Company.
A person shall not be deemed a Leased Employee if he is covered
by a plan maintained by a leasing organization which is a money
purchase pension plan with a non-integrated employer contribution
rate of at least ten percent (10%) of compensation, and provides
for immediate participation and for full
6
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and immediate vesting provided that Leased Employees constitute
less than twenty percent (20%) of the Company's Non-Highly
Compensated Employees.
Section 1.25 Member shall mean any person included in the membership of the
------
Plan as provided in Article II.
Section 1.26 Non-Highly Compensated Employee shall mean any Employee who is
-------------------------------
neither a Highly Compensated Employee nor a family member of a
Highly Compensated Employee, as defined in Section 414(q) of the
Code and regulations thereunder.
Section 1.27 Participating Unit shall mean E. I. du Pont de Nemours and
------------------
Company or any subsidiary of E. I. du Pont de Nemours and Company
that contributes to the Plan for the benefit of its Employees
with the approval of the Plan Administrator, and any unit of
Employees of the Company or an Affiliated Company authorized to
participate in the Plan in accordance with Section 16.09.
Section 1.28 Plan shall mean the Protein Technologies International, Inc.
----
Savings Investment Plan, as described herein or as hereafter
amended.
Section 1.29 Prior Plan shall mean the Ralston Purina Company Savings
----------
Investment Plan as in effect on December 2, 1997.
Section 1.30 Plan Administrator shall mean the Company.
------------------
Section 1.31 Plan Year shall mean the calendar year.
---------
Section 1.32 Profits shall mean both the accumulated earnings and profits and
-------
current net taxable income of the Company, before deduction of
federal, state, and local income taxes and before any
contributions made by the Company to this or any other employee
benefit plan maintained by the Company, as determined by its
independent public accountants in accordance with generally
accepted accounting principles.
Section 1.33 Retirement shall mean early or normal retirement under any other
----------
retirement plan of the Company, provided such retirement results
in the Member's Termination of Employment. "Retirement" for
Members not covered by such a plan shall mean Termination of
Employment after attaining age seventy (70).
7
<PAGE>
Section 1.34 Rollover Contribution shall mean that portion of the Trust Fund
---------------------
which, with respect to any Member, is attributable to Rollover
Contributions under Section 16.13 under the Plan, and any
investment earnings and gains or losses thereon.
Section 1.35 Supplemental Contributions shall mean the contributions of a
--------------------------
Member which are credited to his Supplemental Investment Account
in accordance with Section 4.03.
Section 1.36 Supplemental Investment Account shall mean that portion of the
-------------------------------
Trust Fund which, with respect to any Member, is attributable to
his own Supplemental Contributions, and any investment earnings
and gains or losses thereon.
Section 1.37 Temporary Employee shall mean an Employee who is hired (i) to
------------------
complete a special project of limited duration, or (ii) to fill
the vacancy of an Employee who is on a leave of absence.
Section 1.38 Termination of Employment shall mean separation from the
-------------------------
employment of the Company for any reason, including, but not
limited to, Retirement, death, Disability, resignation or
dismissal by the Company; provided, however, that a transfer of
employment between Protein Technologies International, Inc. and
E. I. du Pont de Nemours and Company or between Affiliated
Companies shall not be deemed to be "Termination of Employment".
Notwithstanding the foregoing, for purposes hereunder, an
Employee who has been placed on inactive status for a twelve (12)
consecutive month period shall be treated as having incurred a
termination of Employment, provided, however, if a definite date
has been established at which time the Employee is expected to
return to Covered Service, then the person shall not be deemed to
have incurred a "Termination of Employment". With respect to any
leave of absence or any period of service in the Armed Forces of
the United States ("Armed Forces"), Article III shall govern.
Section 1.39 Trustee shall mean a trustee or trustees at any time acting as
-------
such under a trust agreement or agreements established for
purposes of this Plan.
Section 1.40 Trust Fund shall mean the cash and other properties arising from
----------
contributions made in accordance with the provisions of this
Plan.
Section 1.41 Valuation Date shall mean each day the New York Stock Exchange is
--------------
open for business.
8
<PAGE>
Section 1.42 Withdrawal Valuation Date shall mean, with respect to a Member,
-------------------------
the Valuation Date coinciding with, or immediately following, the
date on which his request for a withdrawal under the Plan is
filed with the Company.
ARTICLE II
Membership
----------
Section 2.01 Eligibility. An Employee shall be eligible for membership in the
-----------
Plan on any Entry Date on which the Employee is employed in
Covered Service.
Section 2.02 Membership Application. An Eligible Employee may become a Member
----------------------
on an Entry Date by completing and submitting to the Plan
Administrator or its delegates an application form supplied by
the Plan Administrator on which he designates the percentage of
his Compensation he wishes to be contributed to this Plan by
means of deductions from his Compensation, he chooses one or more
Investment Fund(s), and he names a Beneficiary. Participation in
the Plan by an Eligible Employee is voluntary.
Section 2.03 Rehired Former Employee. If a former Employee formerly eligible
-----------------------
for membership under Section 2.01 above is rehired after a
Severance from Service Date as defined in Section 3.02(d), the
former Employee shall again be eligible to become a Member of the
Plan on the date of his re-employment as an Eligible Employee.
ARTICLE III
Service
-------
Section 3.01 Period of Service. The Period of Service of an Employee means the
-----------------
period of time beginning on an Employment Commencement Date of an
Employee and ending on the Severance from Service Date of the
Employee that next follows such an Employment Commencement Date.
Nonconsecutive Periods of Service shall be aggregated and three
hundred sixty-five (365) days of service shall equal a whole year
of service. If an Employee performs an Hour of Service within
twelve (12) months of a Severance from Service Date, the
Employee's Period of Service shall include the time which elapsed
between the date of such a Severance from Service Date and such
date of re-employment.
9
<PAGE>
Additionally, the following service shall be included in an
Employee's Period of Service: service recognized by the Ralston
Purina Company Savings & Investment Plan as of December 2, 1997.
Section 3.02 Service Definitions.
-------------------
(a) "Employment Commencement Date" shall mean the date the
Employee first performs an Hour of Service; provided that, if
an Employee incurs a Break in Service of at least one year,
the Employment Commencement Date of the Employee shall be the
first day on which the Employee performs an Hour of Service
after incurring such a Break in Service.
(b) "Break in Service" means the period following a Severance
from Service Date extending until the Employee again
completes an Hour of Service.
(c) "Hour of Service" means an hour for which an Employee is
paid, or entitled to payment, for the performance of duties
for the Company.
(d) "Severance from Service Date" means the earlier of (1) the
date the Employee retires, dies, resigns or is discharged, or
(2) the first anniversary of the date on which the Employee
begins a period of absence, with or without pay, with the
Company.
Section 3.03 Absence in Military Service. If an Employee shall have been
---------------------------
absent from the service of the Company because of service in the
Armed Forces of the United States and if he shall have returned
to the service of the Company within the period during which re-
employment rights are extended by law, such absence shall not
count as a period of severance. Any period of such absence which
is not otherwise included in his Period of Service shall be so
included.
Section 3.04 Family Medical Leave. If an Employee is absent from the service
--------------------
of the Company because of a leave of absence which qualifies as a
leave under the Family Medical Leave Act, such absence shall be
included in the Period of Service.
Section 3.05 Approved Leave of Absence. A period during which an Employee is
-------------------------
on a leave of absence approved by the Company not otherwise
included in a Period of Service shall, if the Plan Administrator
so determines, be so
10
<PAGE>
included under rules established by the Plan Administrator
uniformly applicable to all Employees similarly situated
ARTICLE IV
Contributions
-------------
Section 4.01 Basic Matched Contributions and Basic Unmatched Contributions.
-------------------------------------------------------------
(a) Each Member may elect to reduce his Compensation in any amount
from two percent (2%) to twelve percent (12%) [in one percent
(1%) increments] of his Compensation for each payroll period
subject to the provisions set forth in Sections 4.04(g), 4.08,
and Article XIX, and his Employer shall remit an amount equal
to the amount of the reduction in his Compensation to the Plan
on his behalf as soon as practicable after the end of the
payroll period.
(b) For a Member who has (1) completed a one (1) year Period of
Service, or (2) was an Eligible Employee on the Effective Date
of this Plan, the first six percent (6%) of contributions
under this paragraph shall be considered Basic Matched
Contributions, and a Company Contribution shall be made with
respect to such contributions in accordance with Section 4.02.
Any contributions other than those described in the preceding
sentence shall be considered Basic Unmatched Contributions.
(c) Notwithstanding the foregoing, the Employer shall not remit to
the Plan any Basic Matched Contributions or Basic Unmatched
Contributions on behalf of any Member who receives a hardship
withdrawal of his Basic Contribution Account or his Company
Matching Contribution Account in accordance with Section
11.02, during the twelve-month period immediately following
such withdrawal.
Section 4.02 Company Matching Contributions
------------------------------
(a) The Company shall contribute out of its accumulated earnings
and profits to a Company Matching Contribution Account an
amount equal to 100% of each Member's Basic Matched
Contributions.
11
<PAGE>
(b) In the event that the Commissioner of Internal Revenue, on
timely application made after the adoption of the Plan, as
restated, determines that the Plan and the implementing trust
do not qualify for tax-exempt status, or refuses, in writing,
to issue a favorable determination with respect to the Plan
and such trust, the Employer contributions made on or after
the date on which such determination or refusal is applicable
shall be returned to the Employer without interest. In the
event that an Employer contribution to the Plan is made by a
mistake of fact or all or part of the Employer's deductions
under Code Section 404 for contributions to the Plan are
disallowed by the Internal Revenue Service, the portion of
the contributions attributable to such mistake of fact or to
which such disallowance applies shall be returned to the
Employer without interest.
Any such return shall be made within one year after the
making of such contribution by mistake of fact or the denial
of qualification or disallowance of deductions, as the case
may be.
(c) Company Matching Contributions shall be suspended for six
months if a Member withdraws any or all of his Company
Matching Contributions deposited in his Account during the
two years preceding the withdrawal under Section 11.04.
Section 4.03 Supplemental Contributions.
--------------------------
(a) A Member may elect to make after-tax Supplemental
Contributions by authorizing payroll deductions of one
percent (1%) to ten percent (10%) of his Compensation in one
percent, (1%) increments which shall be paid to the Trustee
as soon as practicable. A Member's election of Supplemental
Contributions may be made in addition to any Basic Matched
or Basic Unmatched Contributions elected by the Member, or
may be made in lieu of such other contributions, subject to
the provisions set forth in Section 4.05(h) and Article
XVIII.
(b) The Plan Administrator may implement rules limiting the
Supplemental Contributions which may be made on behalf of
some or all Highly Compensated Employees so that the limits
set forth in Article XIX are satisfied.
12
<PAGE>
(c) Notwithstanding the foregoing, a Member may not elect to
make after-tax Supplemental Contributions during the twelve-
month period immediately following the distribution of any
hardship withdrawal of his Basic Contribution Account or his
Company Matching Contribution Account made in accordance
with Section 11.02.
Section 4.04 Deferral Percentages.
--------------------
(a) The actual deferral percentage for the Highly Compensated
Employees shall satisfy at least one of the following tests:
(i) The actual deferral percentage for the eligible Highly
Compensated Employees for the Plan Year does not exceed
the actual deferred percentage for the eligible Non-
Highly Compensated Employees for the preceding Plan
Year, multiplied by 1.25; or
(ii) The actual deferral percentage for the eligible Highly
Compensated Employees for the Plan Year does not exceed
the actual deferral percentage for the eligible Non-
Highly Compensated Employees for the preceding Plan
Year, multiplied by 2.0; provided, however, that the
actual deferral percentage for the eligible Highly
Compensated Employees may not exceed the actual
deferral percentage for the eligible Non-Highly
Compensated Employees by more than two percentage
points.
(b)(1) The actual deferral percentage with respect to Basic
Matched Contributions for a specified group of Employees
for a Plan Year shall be the average of the ratios
(calculated separately for each Employee in such group) of:
(i) The amount of Basic Matched Contributions actually paid
to the Plan on behalf of each such Employee for such
Plan Year, to
(ii) The Employee's compensation (within the meaning of Code
Section 414(a)) for such Plan Year.
(b)(2) The actual deferral percentage with respect to Basic
Unmatched Contributions for a specified group of
Employees for a Plan Year shall be the average of the
ratios (calculated separately for each Employee in such
group) of:
13
<PAGE>
(i) The amount of Basic Unmatched Contributions actually paid
to the Plan on behalf of each such Employee for such Plan
Year, to
(ii) The Employee's compensation (within the meaning of Code
Section 414(a)) for such Plan Year.
(b)(3) In each case referred to in Sections (b)(1) and (b)(2), the
actual deferral percentage test described in Section 4.05(a)
shall be computed separately for each controlled group
[determined in accordance with Code Sections 414(b), (c),
(m), (n), and (o)] whose Employees participate in the Plan.
(c) In making the deferral percentage calculations set forth
above, the Plan Administrator, as permitted by law, may, but
is not required to, take into account other contributions
made by the Company on behalf of Eligible Employees; provided
that such other contributions must be one hundred percent
(100%) vested and subject to the withdrawal restrictions
applicable to qualified non-elective contributions [as
defined in Code Section 401(m)].
(d) If the actual deferral percentage of eligible Highly
Compensated Employees exceeds the amounts allowed under
Paragraphs (a) and (b) above, the excess deferrals (as
determined below) shall be distributed to the Members as soon
as practicable (but in no event later than the last day of
the next succeeding Plan Year). Any such distribution shall
include income and loss allocated to the excess in accordance
with Reg. Section 1.401(k)-l(f)(4).
(e) The amount of excess deferrals to be so distributed to a
Highly Compensated Employee shall be determined separately
with respect to Basic Matched and Basic Unmatched
Contributions and, in each case, shall equal
(i) The total deferrals specified in clause (i) of Section
4.05(b)(1) or (b)(2), as the case may be, for such
employee, less
(ii) The reduced deferral percentage (determined below) for
such employee with respect to Basic Matched or Basic
Unmatched Contributions, as the case may be, multiplied
by his Compensation for the Plan Year.
14
<PAGE>
(f) The reduced deferral percentage for each Highly Compensated
Employee shall be determined by reducing the Basic Matched or
Basic Unmatched Contributions, as applicable, of the Highly
Compensated Employee with the highest dollar amount of
deferral to whichever of the following is higher:
(i) The amount which enables the highly compensated group
to satisfy one of the tests of paragraph (a)(1); or
(ii) The amount that is equal to that of the Highly
Compensated Employee with the next highest Basic
Matched or Basic Unmatched Contributions, as
applicable.
The above process shall be repeated until the highly
compensated group satisfies one of the tests set forth in
paragraph (a).
(g) The Plan Administrator may implement rules limiting the Basic
Matched and Unmatched Contributions which may be made on
behalf of some or all Highly Compensated Employees so that
the tests set forth in Section 4.04 are satisfied.
Section 4.05 Contribution Percentages.
------------------------
(a) The actual contribution percentage for the Highly Compensated
Employees, for each Plan Year, shall not exceed the greater
of (i) the actual contribution percentage for eligible Non-
Highly Compensated Employees for the preceding Plan Year
multiplied by 1.25, or (ii) the lesser of (A) two hundred
percent (200%) of the actual contribution percentage of the
eligible Non-Highly Compensated Employees, or (B) the actual
contribution percentage of the eligible Non-Highly
Compensated Employees, plus two (2) percentage points.
(b) The actual contribution percentage with respect to
contributions to the Plan for a specified group of Employees
for a Plan Year shall be the average of the ratios
(calculated separately for each Employee in such group) of:
(i) The sum of each of the following which are actually
paid to the Plan on behalf of such Employee for such
Plan Year,
15
<PAGE>
(A) Company Matching Contributions
(B) Supplemental Contributions, and
(C) Any Qualified Non-Elective Contributions and
Qualified Matching Contributions, to
(ii) The Employee's compensation (within the meaning of
Code Section 414(a)) for such Plan Year.
(c) In making the contribution percentage calculations set forth
above, the Plan Administrator, as permitted by law, may, but
is not required to, take into account other contributions
made by the Company on behalf of Eligible Employees,
including Qualified Non-Elective Contributions and Qualified
Matching Contributions.
(d) If the actual contribution percentage of Highly Compensated
Employees exceeds the amounts allowed under Paragraphs (a)
and (b) above, the excess contributions (as determined below)
shall be distributed to the Members as soon as practicable
(but in no event later than the last day of the next
succeeding Plan Year). Any such distribution shall include
income and loss allocated to the excess in accordance with
Reg. Section 1.401(m)-l(e)(3).
(e) The amount of excess contributions to be so distributed to a
Highly Compensated Employee shall equal
(i) The total contributions specified in clause (i) of
Section 4.05(b)(1) or (2), as the case may be, for such
Employee, less
(ii) The reduced contribution percentage (determined below)
for such employee with respect to contributions to the
contributions to the Investment Funds, as the case may
be, multiplied by his Compensation for the Plan Year.
(f) The reduced contribution percentage for each Highly
Compensated Employee shall be determined by reducing the
Supplemental Contributions and Company Matching Contributions
of the Highly Compensated Employee with the highest dollar
amount of Company Matching Contributions and Supplemental
Contributions to whichever of the following is higher:
16
<PAGE>
(i) The amount which enables the highly compensated
group to satisfy one of the tests of paragraph
(a)(l); or
(ii) The amount that is equal to that of the Highly
Compensated Employee with the next highest dollar
amount of Company Matching Contributions and
Supplemental Contributions.
The above process shall be repeated until the highly
compensated group satisfies one of the tests set forth in
paragraph (a).
(g) The multiple use of the alternative non-discrimination
tests set forth in Section 4.04(a)(ii) and Section
4.05(a)(ii) shall be limited as prescribed by law. If
restrictions on such multiple use apply, the Plan
Administrator shall designate either the actual deferral
percentages or the actual contribution percentages of
Highly Compensated Employees to be reduced, and shall
reduce such percentages in the manner described above,
until the multiple use limitations are no longer exceeded.
(h) The Plan Administrator may implement rules limiting the
Supplemental Contributions which may be made by some or all
Highly Compensated Employees, so that the test set forth in
Section 4.05(a) is satisfied.
Section 4.06 Change in Basic Matched. Basic Unmatched. and Supplemental
----------------------------------------------------------
Contributions. Subject to the provisions of Sections 4.01 and
-------------
4.03, a Member may change the election permitted by Sections
4.01 and 4.03 at any time, effective as of the next payroll
period following receipt of the change by the Plan
Administrator, provided the notice of the change is given
according to such procedures as the Plan Administrator shall
prescribe. In addition, where Basic Matched, Basic Unmatched, or
Supplemental Contributions by payroll deduction are or may be
prohibited by law, in the opinion of counsel to the Company, a
Member, upon approval by the Plan Administrator, may make
contributions directly to the Trustee for each payroll period by
a method satisfactory to the Plan Administrator as long as such
deposits are timely made on the same schedule as payroll
deductions. The Trustee shall not accept direct contributions
not timely made by a Member.
17
<PAGE>
Section 4.07 Suspension of Basic Matched. Basic Unmatched. and Supplemental
--------------------------------------------------------------
Contributions.
-------------
(a) A Member may cause the suspension of Basic Matched, Basic
Unmatched, and/or Supplemental Contributions on his behalf at
any time by giving prior notice to the Plan Administrator in
accordance with such procedures as the Plan Administrator
shall prescribe. The suspension shall become effective as
soon as practicable after notification is received. During
such period of suspension of Basic Matched Contributions no
Company Matching Contributions on behalf of such a Member
shall be made by the Company.
(b) A Member who has caused the suspension of Basic Matched,
Basic Unmatched, and/or Supplemental Contributions may have
them resumed in accordance with Sections 4.01 and 4.03 by
notifying the Plan Administrator in accordance with Section
4.06.
(c) A Member for whom contributions under Sections 4.01 and 4.03
have ceased because he is on an unpaid absence from service
shall again be eligible to have such contributions made on
the date he returns to service as an Eligible Employee. No
contributions may be made for a Member for any unpaid period
of absence from service including, but not limited to,
absence due to sickness, leave of absence due to sickness,
leave of absence under the Family and Medical Leave Act, or
service in the Armed Forces.
(d) A Member for whom contributions under Sections 4.01 and 4.03
have ceased because he has ceased to be an Eligible Employee
but, nevertheless, continues to be an Employee shall again be
eligible to have such contributions made on the next Entry
Date after he again becomes an Eligible Employee and gives
written notice to the Plan Administrator on the prescribed
form.
Section 4.08 Limitation of Contributions. The sum of Basic Matched
---------------------------
Contributions and Basic Unmatched Contributions remitted on behalf
of any Member shall be limited to $10,000, or such other dollar
amount as may be specified by the Secretary of the Treasury
pursuant to Section 402(g) of the Code. Contributions shall be
further limited as described in Article XVIII. In accordance with
Code Section 402(g)(2)(A)(ii), any excess deferral shall be
distributed to a Member by April 15 following the close of the
Plan Year in
18
<PAGE>
which such excess deferral occurred. Any such distribution shall
include income and loss allocated to such excess.
Section 4.09 Periods of Uniformed Service.
----------------------------
After December 12, 1994, an Eligible Employee who has service
recognized under Section 3.03 may make contributions to the Plan
for the period of his uniformed service.
(a) Contributions are limited to the amount he would have been
permitted to make under Section 4 if he had remained
continuously employed by the Company throughout the period of
uniformed service.
(b) Such Eligible Employee may make contributions over a period
of time equal to the lesser of:
(i) three times the period of uniformed service or
(ii) five years.
(c) The compensation used to determine the amount of the
contribution during the period of uniformed service shall be
the Eligible Employee's average rate of compensation during
the 12-month period of employment preceding the period of
uniform service.
Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with
section 414(u) of the Code.
ARTICLE V
Trust Fund
----------
Section 5.01 The Trust Agreement. Protein Technologies International, Inc.
-------------------
shall enter into a trust agreement which shall contain such
provisions as shall render it impossible for any part of the
corpus of the Trust or income therefrom to be at any time used
for, or diverted to, purposes other than for the exclusive benefit
of Members. Any or all rights or benefits accruing to any person
under the Plan with respect to any Company contributions deposited
under the Trust Agreement shall be subject to all the terms and
provisions of the Trust which shall be part of the Plan.
19
<PAGE>
Section 5.02 The Trustee. The Trustee shall be appointed by the Board of
-----------
Directors or its delegates to serve at its pleasure. The Trust
Fund may be held by the Trustee as part of a master or collective
trust comprised of assets of various qualified plans maintained by
the Company.
Section 5.03 Separate Investment Funds. The Trustee will maintain as many
-------------------------
separate Investment Funds, each with different investment
objectives, as the Company deems advisable. Such Investment Funds
may be added or deleted as the Company so determines in accordance
with the provisions of Section 13.03. The Investment Funds are
described in Article VI. Each Investment Fund may be part of a
fund with the same investment objectives maintained by the Trustee
for the benefit of participants in other qualified plans
maintained by the Company, or may be a separate fund maintained
only for the benefit of Members of this Plan. Earnings or gains
derived from the assets of any Investment Fund will be invested in
that Fund. Appropriate Accounts for each Member shall be
established and maintained in each Investment Fund in which a
Member has an interest.
Section 5.04 Temporary Investment. Pending permanent investment of the assets
--------------------
of any Investment Fund, the Trustee temporarily may make short-
term investments in obligations of the United States Government,
commercial paper, an interim investment fund for tax qualified
employee benefit plans established by the Trustee unless otherwise
provided by applicable law, or other investments of a short-term
nature.
Section 5.05 Investment Managers. Protein Technologies International, Inc.
-------------------
may, by action of the parties authorized under Article XIII, enter
into a written agreement with or direct the Trustee to enter into
an agreement with one or more investment managers to manage the
investments of one or more of the Investment Funds. Such
investment managers may include one or more insurance companies
which enter into guaranteed investment contracts with the Trustee.
Protein Technologies International, Inc. may, from time to time,
remove any such investment manager or any successor investment
manager, or direct the Trustee to do so, and any such investment
manager may resign. Protein Technologies International, Inc. may,
upon removal or resignation of an investment manager provide for
the appointment of a successor investment manager.
Section 5.06 Voting and Tender of Shares.
---------------------------
20
<PAGE>
(a) Each member shall be entitled to direct the Trustee as to the
manner in which voting rights with respect to shares or units
represented by the Member's Account invested in the Fund are to
be exercised. The Trustee shall vote the number of shares in
accordance with such instructions. With respect to units of the
Common Stock of E.I. du Pont de Nemours Investment Fund, any such
instructions shall remain in the strict confidence of the
Trustee. Except with respect to units of the common stock of E.I.
du Pont de Nemours Investment Fund, if a Member does not return
proper instructions in a timely manner, such inaction shall be
deemed an election not to vote such shares or to vote such shares
as the default option described on the proxy or voting
instructions, as applicable.
(b) Each Member shall be entitled to direct the Trustee as to whether
to exercise a tender offer with respect to the portion of the
Member's Account invested in the DuPont Common Stock Fund. The
Trustee shall tender such shares in accordance with such
instructions. If a Member does not return proper tender
instructions to the Trustee in a timely manner, such inaction by
the Member shall be deemed a decision not to tender, and the
Trustee shall not tender with respect to such Member's Account.
ARTICLE VI
Investment Funds
----------------
Section 6.01 Investment Funds. Investment Funds, as authorized by the
----------------
Company and maintained by the Trustee, from time to time may include the
following:
(a) U.S. Government Money Market Fund. The objective of the Fund
---------------------------------
is to seek the maximum current income consistent with
preservation of principal and liquidity. The Fund invests in
short-term securities issued by the United States Government,
its agencies and instrumentalities, and in repurchase
agreements collateralized by such securities. A portion of
the U.S. Government securities held by the Federal Portfolio
may not be backed by the full faith and credit of the U.S.
Government.
(b) Fixed Income Fund. The objective of the Fund is to provide a
-----------------
stable principal amount, but a higher yield than can be earned
in a money market fund. Assets are primarily invested in
contracts with
21
<PAGE>
insurance companies which provide for repayment by the issuing
company of principal with interest at a fixed rate, or fixed
minimum rate, for a specified period and in short-term
corporate and government bonds. The yield on the Fund is a
blended rate reflecting the interest rates on all investments
in the Fund.
(c) Balanced Fund. The objective of this Fund is to follow a
-------------
diversified and balanced program of investing in bonds and
common stock. The Fund invests sixty-seventy percent (60%-
70%) of its net assets in stocks of large well-known companies
and thirty-forty percent (30%-40%) of its net assets in long-
term high-quality bonds. The Fund is designed to provide
conservation of principal, a reasonable income return, and
potential growth of capital.
(d) Equity Index Fund. A growth and income fund, the Fund invests
-----------------
in all of the stock included in the Standard & Poor's 500
Index in approximately the same proportions as they are
represented in the S&P 500 Index. The Fund is designed to
provide investment results that correspond to the performance
of the Standard & Poor's 500 Composite Stock Price Index.
(e) Growth and Income Fund. This Fund invests in common stocks
----------------------
that have a history of paying dividends. The Fund selects
common stocks that, in the opinion of the investment manager,
are undervalued in the marketplace. The Fund seeks long-term
capital growth and a reasonable level of dividend income.
(f) Aggressive Growth Fund. The Fund primarily invests in common
----------------------
stocks of smaller companies with favorable prospects for
growth in market value. The Fund seeks long-term growth of
capital.
(g) International Growth Fund. This Fund invests in a diversified
-------------------------
portfolio of international stocks, or stocks of companies
based outside of the United States. The Portfolio seeks to
provide long-term growth of capital. The Portfolio provides
little, if any, dividend income.
(h) DuPont Common Stock Fund. This Fund is a unitized fund
------------------------
holding shares of common stock of E.I du Pont de Nemours and
Company plus such cash reserves as deemed necessary or
appropriate to
22
<PAGE>
facilitate distributions, withdrawals and directions of
investments into and out of the Fund.
(i) Conoco Class B Stock Fund. This Fund holds shares of Class B
-------------------------
common stock of Conoco Inc. This Fund will be available under
the Plan only upon the effective date of the one-time initial
tender offer of Class B common stock of Conoco Inc. and no
amounts may be invested in this Fund other than as a result of
such initial tender offer. Notwithstanding any other
provision of this Plan to the contrary, a Member may authorize
the transfer of all or part of the value of his account
invested in this Fund into any other Investment Fund available
under the Plan, but may not authorize any transer into this
Fund other than as a result of the tender offer.
Section 6.02 Investment of Contributions.
---------------------------
(a) Election. All contributions, other than Company Matching
--------
Contributions, remitted to the Plan and credited to a Member's
Accounts will be invested at the election of the Member in
multiples of one percent (1%) in the Investment Funds
authorized by the Company and maintained by the Trustee in
accordance with Section 6.01. Contributions for which a Member
does not make a valid election shall be invested in the U.S.
Government Money Market Fund, or such other Investment Fund as
the Plan Administrator designates from time to time. Company
Matching Contributions shall be invested initially in the
DuPont Common Stock Fund, but may be transferred to other
Investment Funds at any time in accordance with paragraph (b).
Investment directions of each new Member shall be delivered in
writing to the Plan Administrator or its delegate. A Member
may change his direction governing investment of future
contributions to be credited to his respective Accounts at any
time upon providing the appropriate notice to the Plan
Administrator or its delegate. An investment direction once
given shall be deemed to be a continuing direction until
explicitly changed by the Member by a subsequent direction to
the Plan Administrator or its delegate in accordance with
appropriate procedures set forth by the Plan Administrator or
its delegates.
23
<PAGE>
(b) Transfer of Investments. A Member may elect, at any time, to
-----------------------
have all or any multiple of one percent (1%) of the value of
his Account as of any future Valuation Date or any dollar
amount of his Account transferred to any separate Investment
Fund maintained by the Trustee in accordance with Section
6.01.
(c) Notwithstanding anything in this Section to the contrary, any
contributions invested in an investment contract shall be
subject to any and all terms of such contract, regarding the
transfer of assets from such contract.
Section 6.03 Member Responsibility For Selection of Funds. Each Member is
--------------------------------------------
solely responsible for the selection of his Investment Funds.
Neither the Trustee, the Plan Administrator, the Company nor any
of the officers supervisors of the Company are empowered to advise
a Member as to the manner in which his Accounts shall be invested.
The fact that a security is available to members for investment
under the Plan shall not be construed as a recommendation for the
purchase of that security, nor shall the designation of any
Investment Fund impose any liability on the Company, its
directors, officers or employees, the Trustee, or the Plan
Administrator.
When an investment election regarding the Fund is required to be
made by Members, such Member shall be informed as to the manner in
which their funds will be invested if they fail to make an
affirmative election in a timely manner. In such event, those
Members who fail to communicate an election to the Plan
Administrator or its delegates shall be deemed to have elected the
specified investment by default and the Company, its directors,
officers or employees, the Trustee, and any other plan fiduciary
shall be deemed to be relieved of fiduciary responsibility for the
investment of such funds.
ARTICLE VII
Valuation of Assets and Members' Accounts
-----------------------------------------
Section 7.01 Valuation of Assets. At the end of each Valuation Date, the
-------------------
Trustee shall determine the aggregate fair market value of the
assets then held by it in each Investment Fund.
Section 7.02 Valuation of Accounts. At the end of each Valuation Date, before
---------------------
the calculation and debiting of any distributions and in-service
withdrawals from the Trust fund or the posting of transfers among
Investment Funds, the net credit balances in the Accounts of
Members or their beneficiaries will be
24
<PAGE>
adjusted to reflect any contributions to, and investment gains or
losses in, the respective Investment Funds.
Section 7.03 Statement of Accounts. Each member shall be furnished, at least
---------------------
annually, a statement setting forth the value of his Accounts.
ARTICLE VIII
Vesting of Contributions
------------------------
Section 8.01 Vesting of Basic and Supplemental Investment Accounts. Each
-----------------------------------------------------
Member's Basic Investment Account and Supplemental Investment
Account shall at all times be fully vested.
Section 8.02 Vesting of Company Contributions Account.
----------------------------------------
Subject to the provisions of subparagraph (b), a Member shall be
vested in his Company Contribution Account after completing a five
(5) year Period of Service regardless of whether such employment
occurs before or after participation in the Plan, or (ii) one
hundred percent (100%) in the event of the occurrence of any one
of the following:
(1) attainment of age sixty-five (65) while an Employee,
(2) Retirement,
(3) Disability while an Employee,
(4) death while an Employee,
(5) termination of the Plan, or
(6) complete discontinuance of Company contributions.
ARTICLE IX
Distributions
-------------
Section 9.01 General.
-------
(a) Upon the Termination of Employment of a Member at or after the
attainment of age sixty-five (65), or upon the occurrence of
Retirement, Disability or other subsection 8.02(b) event, the
entire amount credited to all of his Accounts determined as of
the Valuation Date on which the Trustee receives properly
authorized instructions from the Plan Administrator to make
the payment, and
25
<PAGE>
such amount, as adjusted in accordance with Article IX shall
be distributed as provided in Section 9.02 to the Member,
unless the Member has elected to defer the distribution of his
Accounts in accordance with subparagraph (c) below.
(b) Upon the Termination of Employment of a Member prior to
attaining age sixty-five (65) for reasons other than
Retirement, Disability, or death, or other Section 8.02 event,
the vested portion of the value of his Accounts shall become
distributable in accordance with Article VIII (Vesting of
Contributions) and shall be determined as of the Valuation
Date on which the Trustee receives properly authorized
instructions to make the payment from the Plan Administrator,
and such amount, as adjusted in accordance with Section 9.06,
shall be distributed as provided in Section 9.02, unless the
Member has elected to defer the distribution of his Accounts
in accordance with subparagraph (c) below.
(c) A Member may, upon the Termination of Employment for whatever
reason, elect to defer the distribution of the vested portion
of the value of his Accounts until a date which is not later
than the December 31 of the calendar year in which the Member
attains age seventy and one-half (70-1/2) years (the "Deferral
Period") by notifying the Plan Administrator or its delegates
in writing of such election to defer as soon as practicable
after Termination of Employment, in accordance with procedures
established by the Plan Administrator. At any time during the
Deferral Period, a Member may revoke the election to defer all
or a portion of the total remaining balance of the vested
portion of his Accounts, and request a timely distribution of
all or any portion of the total remaining balance of the
vested portion of his Accounts.
Section 9.02 Methods of Distribution. Except as otherwise provided in this
-----------------------
Article, distributions provided for under the Plan shall be made
in the following manner:
(a) A Member who has incurred a Termination of Employment, for
whatever reason, by written notice on a form approved by the
Plan Administrator for such purpose delivered to the Plan
Administrator at least fifteen (15) days prior to his
Termination of Employment, or such shorter period as
determined by the Plan Administrator may
26
<PAGE>
irrevocably elect to receive his distribution in accordance
with any one of the following methods of payment:
(1) by a lump sum payment as soon as practicable after such a
Termination of Employment, or
(2) in monthly or annual installments of principal (together
with earnings on the remaining Account balance) to reflect
(A) fixed dollar installments, (B) fixed percentage
installments, (C) declining balance installments, or (D)
life expectancy installments.
(b) Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Distributee's election under Section
9.02, a Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator or its delegatee to have
any portion of an Eligible Rollover Distribution paid directly
to an Eligible Retirement Plan specified by the Distributee in
a direct rollover.
As used herein, "Eligible Rollover Distribution" shall mean
any distribution of all or any portion of the balance to the
credit of the Distributee's Accounts except that an Eligible
Rollover Distribution does not include any distribution that
is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or joint
life expectancies) of the Distributee and the Distributee's
designated beneficiary, or for a specified period of ten (10)
years or more; any distribution to the extent such
distribution is required under Code Section 401(a)(9) and the
portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net
unrealized appreciation with respect to Employer securities).
As used herein, "Eligible Retirement Plan" shall mean an
individual retirement account described in Code Section
408(a), an individual retirement annuity described in Code
Section 408(b), an annuity plan described in Code Section
403(a), or a qualified trust described in Code Section 401(a),
that accepts the Distributee's Eligible Rollover Distribution.
However, in the case of an Eligible Rollover Distribution of
the surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement
annuity.
27
<PAGE>
A "Distributee" includes an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse
and the Employees' or former Employee's spouse or former
spouse who is the alternate payee under a qualified domestic
relations order, as defined in Code Section 414(p) are
Distributee's with regard to the interest of the spouse or
former spouse.
A "Direct Rollover" shall mean a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.
Section 9.03 Completion of Appropriate Forms. The Plan Administrator has
-------------------------------
prescribed forms providing written notice to the Company in order
for a distribution to be made under the Plan. In the event a
Member or a Beneficiary does not complete, execute and return such
forms to the Company, the distribution of such Member's Accounts
shall (except to the extent provided in Section 16.09), be mailed,
as provided in Section 9.02(d) in cash, to the Address of Record
as provided in Section 16.08 to a Member as soon as practicable
following the sixty-fifth (65th) birthday of such Member, or to a
Beneficiary. The Valuation Date for purposes of this Section 9.05
shall be as described in Article VII.
Section 9.04 Accounts of Former Employees. The amount credited to the accounts
----------------------------
of a Member, if any, after Termination of Employment of such
Member shall be adjusted in accordance with Article VII as of each
Valuation Date next following such Termination of Employment until
such amount shall have been distributed in full in accordance with
this Article. Distribution of the balance of the amount credited
to the Accounts of a Member, determined as of the Valuation Date
immediately preceding such distribution, shall constitute payment
in full of the benefits of such Member hereunder. Any balance of
such accounts remaining unpaid at the death of a Member or
Beneficiary shall be distributed in accordance with Article VIII.
Any amounts being held for deferred distribution will continue to
be held by the Trustee and invested in accordance with the
instructions of the Members. Such instructions will be given in
accordance with the provisions of this Plan. Persons receiving a
deferred distribution are former Members and shall not be credited
with Basic, Supplemental or Matching Company Contributions after
Termination of Employment, except with respect to compensation
paid subsequent to the Termination of Employment but attributable
to services performed as an Employee in Covered Service.
28
<PAGE>
Section 9.05 Consent to Payment. Notwithstanding the foregoing provisions of
------------------
Article IX: (a) if the vested portion of the Accounts of a Member
is $3,500 or less (after January 1, 1998, $5,000), it shall be
distributed in a lump sum payment; and (b) if the vested portion
of the Accounts of a Member exceeds $3,500 (after January 1, 1998,
$5,000) at the time the Member becomes entitled to a distribution
under this Article IX, and the Member has not attained sixty-five
(65) years of age, the Member must consent in writing before any
portion of such Account may be distributed to the Member.
Section 9.06 Latest Deferral of Payment. Notwithstanding anything to the
--------------------------
contrary in the Plan, payment of benefits pursuant to the Plan
(including pursuant to annuity contracts distributed to a Member)
shall not provide for deferment of payments extending beyond the
following periods:
(a) If the Beneficiary or contingent annuitant of a Member under
any method of distribution is other than his Eligible Spouse,
the actuarial present value of payments expected to be made to
the Member shall not be less than fifty-one percent (51%) of
the total actuarial present value of the benefits expected to
be paid to the Member and his Beneficiary or contingent
annuitant.
(b) Unless the Member elects otherwise in writing, the latest date
by which payment of benefits must commence shall be the
sixtieth (60th) day after close of the Plan Year in which the
latest of the following events occurs: (1) the Member attains
sixty-five (65) years of age; (2) the Member incurs a
Termination of Employment; and (3) ten (10) years have elapsed
from the time the Member commenced participation in the Plan.
If payment in full is not feasible within the time limits
prescribed by this subsection (b) the Plan Administrator may
make interim payments from accounts of the Member.
(c) Notwithstanding anything to the contrary in this Plan and
regardless of any election by the Member, payment of benefits
shall commence no later than the April 1 of the calendar year
following the earlier of the calendar year in which the Member
attains age seventy and one-half (70-1/2) years, or the
calendar year in which the Member actually retires, provided
that a Member who attained age seventy and one-half (70-1/2)
prior to January 1, 1988, who is
29
<PAGE>
not a five-percent (5%) owner, may defer commencement of
benefits until the April 1 of the calendar year following the
calendar year in which such Member actually retires. The
minimum distribution to be made each year shall be the amount
equal to the quotient obtained by dividing the Member's
Account balance at the beginning of the year by the life
expectancy of the Member (or the joint life and last survivor
expectancy of the Member and the Beneficiary). If payments are
made over the life expectancy of the Member, or the joint life
expectancy of the Member and his spouse, life expectancy will
be determined either: (1) only once, at the time the Member
(or his spouse) receives the first distribution of his account
balance; or (2) periodically, but no more frequently than
annually. If payments are made over the joint life expectancy
of the Member and a non-spouse Beneficiary, the change in the
life expectancy of the Member may be determined periodically,
but not more frequently than annually; but the life expectancy
of the non-spouse Beneficiary shall be determined only once at
the time the Member (or Beneficiary) receives the first
distribution of his account balance.
Section 9.07 Lost Payees. In the event the amount credited to the Account(s)
-----------
of a Member remain unclaimed for more than five (5) years after
such amount becomes distributable pursuant to Section 9.07, and
the Plan Administrator is unable to locate such Member (or his
Beneficiary), the Plan Administrator may direct such amount to be
applied to reduce Company Matching Contributions provided that in
the event such Member (or his Beneficiary) subsequently claims
such amounts, the Employer shall contribute an amount to the Plan
which will cause the balance of such Member's account(s) to equal
the amount which would have been credited to such account(s) as of
such date if such amounts had never been reallocated pursuant to
this Section.
ARTICLE X
Death Benefits
--------------
Section 10.01 Death Benefits. Upon the death of a Member, the amount credited
--------------
to the Member's account shall become distributable to the
Beneficiary or Beneficiaries of the Member in a lump sum payment
as soon as practicable after the death of such Member, unless the
Member had elected payment of his benefit in the form of a life
annuity prior to his death.
30
<PAGE>
Section 10.02 Beneficiary Designation. Subject to Section 10.03, each Member
-----------------------
from time to time on a form acceptable to the Plan Administrator
may designate any person (including a trust) or persons
(concurrently, contingently or successively) to whom the Member's
benefits under the Plan are to be paid if the Member dies before
receiving all of such benefits. A beneficiary designation form
shall be effective only when the form is filed in writing by the
Member and shall cancel all beneficiary designation forms
previously signed and filed by the Member.
With respect to a Member who has at least one Hour of Service
after August 22, 1984, the designation of a non-spouse
Beneficiary shall be valid only if the surviving spouse of the
Member shall have consented in writing to such designation, the
consent acknowledges the effect of such designation and the
consent is witnessed by a Plan representative or a notary public.
Section 10.03 Payment of Benefit. The benefit shall be distributed in one lump
------------------
sum payment as soon as practicable after the death of the Member.
Such payment shall be made to the Member's Eligible Spouse unless
such Eligible Spouse has consented to another beneficiary
pursuant to Section 10.02.
Section 10.04 Latest Time for Payment. If a Member dies after distribution of
-----------------------
benefits has commenced but before the entire interest has been
distributed, the remaining portion of such interest shall be
distributed at least as rapidly as the distribution option
elected by the Member.
If a Member dies before a distribution of benefits has commenced,
the entire interest shall be distributed within five (5) years of
the Member's death; unless any portion of the interest is payable
to or for a Beneficiary over a period not to exceed the life or
life expectancy of the Beneficiary and payments commence within
one year after the Member's death. However, if the Beneficiary is
the surviving spouse of the Member, distribution need not
commence before the date when the Member would have attained age
seventy and one-half (70-1/2) years; provided that if the
surviving spouse dies before distribution to such spouse begins,
this paragraph shall be applied as if the surviving spouse were
the Member.
Section 10.05 Payments in the Event of Death with No Designated Survivor or
-------------------------------------------------------------
Incompetency. In the event of (a) the death of a Member or
------------
Beneficiary not survived by a person designated to receive any
payment then due, or (b) the Plan Administrator finding that a
Member or other person entitled to a benefit is unable to care
for his affairs because of illness or accident or is a
31
<PAGE>
minor or has died, or (c) no Beneficiary being designated, the
Plan Administrator may direct that any benefit payment due him,
unless claim shall have been made therefor by a duly appointed
legal representative, be paid to his spouse, a child, a parent or
other blood relative, a person with whom he resides, or to any
other person the Plan Administrator considers suitable, and any
such payment so made shall be a complete discharge of the
liabilities of the Plan therefor.
Section 10.06 Renunciation of Death Benefit. Any Beneficiary of a Member
-----------------------------
entitled to a benefit under this Plan may disclaim his right to
all or a portion of such benefit by filing a written irrevocable
and unqualified refusal to accept such a benefit with the Plan
Administrator before receiving any such benefit. If such a
renunciation is filed by the Eligible Spouse of the Member, the
value of the annuity described in Section 10.03 shall be zero.
Any benefits so disclaimed shall be distributable to the person
or persons (and in the proportions) to which such benefit would
have been distributable if the Beneficiary who so disclaims such
benefits had predeceased such Member.
Section 10.07 Proof of Death and Right of Beneficiary or Other Person. The
-------------------------------------------------------
Plan Administrator may require and rely upon such proof of death
and such evidence of the right of any Beneficiary or other person
to receive the undistributed value of the Accounts of a deceased
Member as the Plan Administrator may deem proper and its
determination of death and of the right of such Beneficiary or
other person to receive payment shall be conclusive.
ARTICLE XI
Withdrawal Prior to Termination of Employment
---------------------------------------------
Section 11.01 Withdrawal of Supplemental Contributions and Rollover
-----------------------------------------------------
Contributions. A Member who has made Supplemental Contributions
-------------
or Rollover Contributions may withdraw such contributions and
related earnings at any time by submitting a request in
accordance with guidelines determined by the Plan Administrator.
Payment shall be made to the Member as soon as practicable after
the submission of the Member's request. The withdrawal may not
exceed the lesser of the Member's Supplemental Investment Account
or his total Supplemental Contributions, or the lesser of the
Member's Rollover Account or total Rollover Contributions, as
applicable.
Section 11.02 Hardship Withdrawal of Basic Contributions and/or Company
---------------------------------------------------------
Matching Contributions. A Member may withdraw amounts from his
----------------------
Basic
32
<PAGE>
Contribution Account and/or his vested Company Matching
Contribution Account by submitting his request to the Plan
Administrator at such time and in such manner as shall be
prescribed by the Plan Administrator subject to the following
provisions:
(a) The withdrawal request must be for an immediate and heavy
financial need on account of:
(1) Nonreimbursable medical expenses incurred by the
Member, his Spouse, or dependents;
(2) Costs directly related to the purchase (excluding
mortgage payments) of a principal residence for the
Member;
(3) Payment of tuition, related educational fees, and
room and board for the next twelve (12) months of
post-secondary education for the Member, his Spouse,
or dependents; or
(4) The need to prevent the eviction of the Member from
his principal residence or foreclosure on the
mortgage on the Member's principal residence.
(b) The amount withdrawn may not exceed the actual expense
incurred or to be incurred by the Member on account of such
needs. The amount of an immediate and heavy financial need
may include any amounts necessary to pay any federal,
state, or local income taxes or penalties reasonably
anticipated to result from the distribution. The amount may
be withdrawn only to the extent that the need cannot be
satisfied by other resources reasonably available to the
Member.
In making this determination, the Plan Administrator may
rely on the Member's representation that the need cannot be
relieved:
(1) Through reimbursement or compensation by insurance or
otherwise;
(2) By reasonable liquidation of the Member's assets;
(3) By other distributions or loans from Company-
sponsored plans, or
33
<PAGE>
(4) By borrowing from commercial sources on reasonable
terms.
(c) Only one such withdrawal shall be permitted during a
twelve-month period.
(d) The maximum amount which may be withdrawn is the sum of:
(i) The dollar amount of Basic Contributions made on
behalf of such Member (but excluding income thereon);
(ii) The balance of his Company Matching Contributions
Account, provided he is fully vested in his Company
Matching Contribution Account; and
(iii) The balance of the Member's Basic Investment Account
under the Prior Plan.
(e) The withdrawal shall be paid to the Member as soon as
practicable after the Member's written request is submitted
to the Plan Administrator.
(f) A Member receiving a hardship withdrawal shall be precluded
from making any Basic Matched Contributions, Basic
Unmatched Contributions, and Supplemental Contributions
during the twelve (12) month period immediately following
such withdrawal.
Section 11.03 Age Fifty-Nine and One-Half (59-1/2) Withdrawal. A Member who
-----------------------------------------------
has attained age fifty-nine and one-half (59-1/2) may withdraw
Basic, Supplemental, Rollover and Company Matching Contributions,
and related earnings (to the extent he is vested in such
contributions and related earnings) in accordance with guidelines
determined by the Plan Administrator. Payment shall be made to
the Member as soon as practicable after submission of the
Member's written request to the Plan Administrator.
Section 11.04 Withdrawal of Matching Contributions.
------------------------------------
(a) A Member or former Member may withdraw amounts from his
vested Company Contributions Account up to two times in a
calendar year by submitting a request to the Plan
Administrator in accordance with guidelines determined by
the Plan Administrator.
34
<PAGE>
(b) Matching Contributions shall be suspended for six months if
a Member withdraws any or all of his Matching Contributions
deposited in his Account during the two years preceding the
withdrawal.
Section l1.05 Order of Withdrawals.
--------------------
(a) A Member wishing to withdraw amounts from his Accounts must
first withdraw the total amount in his Supplemental
Investment Account and Rollover Account.
(b) Once a Member has withdrawn all amounts, if any, in his
Supplemental Investment Account and Rollover Account, he
must then withdraw amounts from his Company Contribution
Account under Section 11.04. Withdrawals from his Company
Contribution Account shall be made first from Company
Contributions that have been credited to his Account for at
least two years preceding the withdrawal.
(c) When a Member has withdrawn all amounts available as
described in paragraphs (a) and (b), then the Member may
withdraw amounts in a hardship withdrawal from his Basic
Investment Account, provided he satisfies the requirements
of Section 11.02.
Section 11.06 Form of Withdrawals. Withdrawals may be made in cash or, if
-------------------
applicable, shares of stock held in an Investment Fund invested
in the DuPont Common Stock Fund or the Conoco Class B Stock Fund.
ARTICLE XII
Forfeitures
-----------
Section 12.01 Time of Forfeiture and Restoration.
-----------------------------------
(a) If a Member incurs a Termination of Employment prior to the
attainment of age sixty-five (65) for reasons other than
Retirement, Disability or death, the portion, if any, of
his Company Matching Contribution Account in which he is
not vested pursuant to Article VIII shall be forfeited as
of the Valuation Date on which (i) the Member has received
a distribution of the entire vested
35
<PAGE>
portion of his Accounts, or (ii) the Member has incurred a
five consecutive year Break in Service.
(b) If a Member has forfeited a portion of his Company
Contribution Account pursuant to subsection (a), such
forfeited amount will be restored if he is re-employed by the
Company before he has incurred a Break in Service of at least
five (5) years. Any amounts restored and repaid to the Trust
Fund under this Section shall be paid into the remaining
Funds in the same proportion as Basic Unmatched and
Supplemental Contributions are currently being made.
The permissible sources for restoring forfeitures shall be
income or gain to the Plan, forfeitures, or Company
contributions (without regard to the existence of profits).
Section 12.02 Disposition of Forfeitures. All forfeitures arising out of the
--------------------------
application of the provisions of Section 12.01 shall be used to
reduce Company Matching Contributions otherwise payable to the
Plan.
Section 12.03 Effect of Withdrawal Under Article XI. The non-vested Company
-------------------------------------
Contribution Account of a Member who makes a withdrawal described
in Article XI shall not be forfeited by reason thereof.
Section 12.04 Maternity Absence. In the case of an Employee who is absent from
-----------------
work for maternity or paternity reasons, the Break in Service of
the Employee shall not include the twelve (12) consecutive month
period beginning on the first anniversary of the day such absence
began. Absence from work for maternity or paternity reasons means
absence from work on account of the pregnancy or birth of a child
of the employee, the placement of a child with the Employee in
connection with the adoption of the child, or for purposes of
caring for a child following such a birth or placement.
ARTICLE XIII
Administration of Plan
----------------------
Section 13.01 Plan Administrator. Protein Technologies International, Inc., as
------------------
the Plan Administrator, shall have the responsibility for
carrying out the provisions of the Plan and the general
administration of the Plan.
Section l3.02 Benefits Council.
----------------
36
<PAGE>
(a) The claims fiduciary for the Plan, in accordance with
Article XVII, shall be the Benefits Council, to be
comprised of no less than three persons appointed by the
Chairman of the Board of Protein Technologies
International, Inc.
(b) Any person appointed a member of the Benefits Council shall
signify his acceptance by filing a written acceptance with
the Secretary of the Benefits Council. Any member of the
Benefits Council may resign by delivering his written
resignation to the Secretary of the Benefits Council, and
such resignation shall become effective upon the date
specified therein.
(c) The Chairman of the Board shall appoint a Chairman and a
Secretary of the Benefits Council. The Benefits Council may
appoint from its members such committees with such powers
as it shall determine, and may authorize one or more of its
members, or any agent, to execute or deliver any instrument
or make any payment in its behalf.
(d) The Benefits Council shall hold meetings upon such notice,
at such place or places, and at such time or times as it
may from time to time determine.
(e) A majority of the members of the Benefits Council shall
constitute a quorum for the transaction of business. All
resolutions or other action taken by the Benefits Council
shall be by the vote of a majority of the members of the
Benefits Council present at any meeting or without a
meeting by an instrument in writing signed by a majority of
the members of the Benefits Council.
(f) The Benefits Council shall have the authority to amend the
Plan to the extent the annual cost to the Plan resulting
from such amendment does not exceed $250,000.
(g) Certain responsibilities to control and manage Plan assets,
to add or delete investment funds, and to appoint and
remove the Trustee and any investment managers retained in
connection with the investment of Plan assets, shall be
placed in the Benefits Council.
37
<PAGE>
Section 13.03 Authority and Duties of Various Fiduciaries.
-------------------------------------------
(a) Except for matters required by the terms of the Plan, or of
the Trust to be decided by the Trustee, the Plan
Administrator shall have the exclusive right to interpret
the Plan and to decide any and all matters arising under
the Plan or in connection with its administration,
including determination of eligibility for, and the amount
of distributions and withdrawals. The Company shall have no
power to direct or modify any interpretations,
determinations, or decisions of the Plan Administrator. The
Plan Administrator may recommend amendments to the Board of
Directors. The Plan Administrator may from time to time
adopt rules for the administration of the Plan and the
conduct of its business, which rules shall be consistent
with the provisions of the Plan.
(b) The Plan Administrator, the Trustee, the Benefits Council,
and any other named fiduciary may each employ counsel,
agents, and such clerical and accounting services as it may
require in carrying out its responsibilities under the
Plan. All fiduciaries shall be entitled to rely upon
tables, valuations, certificates, opinions, and reports
furnished by any actuary, accountant, or legal counsel
appointed under the provisions of the Plan.
(c) The Plan Administrator shall keep in convenient form such
personnel data as may be necessary for the Plan. The Plan
Administrator shall prepare, distribute, and file such
reports and notices as may be required by applicable law or
regulations.
(d) The Plan Administrator shall control and manage the Plan
assets to the extent it has not delegated its power to do
so. Such delegation of power may include the right to
appoint and remove investment managers and Trustees. Such
delegation may be accomplished by a separate instrument or
by appropriate provisions in the Trust.
(e) The members of the Plan Administrator, and the Trustee
shall use that degree of care, skill, prudence and
diligence that a prudent person acting in a like capacity
and familiar with such matters would use in his conduct of
a similar Situation. A member of the Plan Administrator, or
the Trustee shall not be liable for the breach of fiduciary
responsibility of another fiduciary unless (1) he
participates knowingly in, or knowingly undertakes to
conceal, an
38
<PAGE>
act or omission of such other fiduciary, knowing such act
or omission is a breach; or (2) by his failure to discharge
his duties solely in the interest of Members and
Beneficiaries for the exclusive purpose of providing their
benefits and defraying reasonable expenses of administering
the Plan not met by the Company, he has enabled such other
fiduciary to commit a breach; or (3) he has knowledge of a
breach by such other fiduciary and does not make reasonable
efforts to remedy the breach; or (4) if the Plan
Administrator, or the Trustee improperly allocates among
themselves or delegates to others, or fails to properly
review such allocation or delegation of fiduciary
responsibilities.
(f) The Company will indemnify and save harmless the members of
the Plan Administrator, the Trustee, and any person to whom
fiduciary responsibilities are delegated under this Plan
against any and all expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement, actually
and reasonably incurred by him in connection with any
civil, criminal, administrative, or investigative action,
proceeding, or claim (including an action by or in the
right of the Company) by reason of the fact that he is or
was serving in such capacity, provided that such person's
conduct is not finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.
(g) Each Trustee shall maintain accounts showing the fiscal
transactions of the Trust established hereunder. The
Company shall keep in convenient form such financial data
as may be necessary for the Plan, and shall annually cause
to be prepared a balance sheet and statement of financial
transactions of the Plan and the Trust.
(h) Whenever, in the administration of the Plan, any
discretionary action is required, the authorized party
shall exercise his authority in a nondiscriminatory manner
so that all persons similarly situated will receive
substantially the same treatment.
Section l3.04 Named Fiduciaries.
-----------------
(a) The Board of Directors, the Plan Administrator, and shall
each constitute named fiduciaries as such term is defined
in ERISA.
39
<PAGE>
(b) Any committee of the Board of Directors or other fiduciary
appointed as a named fiduciary by the Board of Directors by
resolution or appointed by an appropriate instrument
executed by an officer of the Company thereunto authorized
by resolution of the Board of Directors, shall also
constitute a named fiduciary in respect of the duty
delegated to him or it in such resolution or instrument.
Section 13.05 Delegation. Any named fiduciary designated herein or appointed
----------
as provided herein, unless precluded from doing so by the terms
of such appointment, may by appropriate instrument designate any
person (including any firm or corporation) to carry out part or
all of such fiduciary's responsibilities and upon such
designation the named fiduciary shall have no liability, except
as imposed by applicable law, for any act or omission of such
person. The foregoing does not preclude any other fiduciary to
the extent allowed by ERISA and the terms of his appointment from
delegating part or all of such fiduciary's responsibilities with
respect to the Plan.
Section 13.06 Multiple Capacities. Any fiduciary may serve in more than one
-------------------
fiduciary capacity with respect to the Plan.
ARTICLE XIV
Amendments, Termination, Permanent Discontinuance
of Contributions' Merger or Consolidation
-----------------------------------------
Section 14.01 Amendments. The Board of Directors, or the Benefits Council, or
----------
any delegates, to the extent authority to do so is granted by the
Board of Directors, may at any time and from time to time, both
retroactively and prospectively, modify or amend, in whole or in
part, any or all of the provisions of the Plan, including any
modification in the Plan or in the agreement or agreements
establishing the trust as the Plan Administrator shall deem to be
necessary or advisable in order to obtain the qualification or
exemption, or to maintain the qualification or exemption of the
Plan and the Trust under the Code to comply with ERISA, provided,
however, that no such modification or amendment shall make it
possible for any part of the funds of the Plan to be used for, or
diverted to, purposes other than for the exclusive benefit of
Members, spouses, former Members, retired Members or
Beneficiaries under the Plan; that no modification or amendment
shall be made which has the effect of decreasing retroactively
the Accounts of any Member or of reducing the non-forfeitable
percentage of the Company Matching Contribution Account of a
Member below the non-forfeitable
40
<PAGE>
percentage thereof computed under the Plan as in effect on the
later of the date on which the amendment is adopted or becomes
effective.
Section 14.02 Termination or Permanent Discontinuance of Contributions.
--------------------------------------------------------
Protein Technologies International, Inc. may by action of its
Board of Directors terminate the Plan with respect to all
participating companies or any of them or direct complete
discontinuance of contributions hereunder by all or any of the
participating companies for any reason at any time. In case of
such termination or complete discontinuance of contributions
hereunder, there shall automatically vest in the appropriate
Members non-forfeitable rights to the Company Matching
Contributions credited to their Accounts.
Section 14.03 Partial Termination. In the event of a partial termination of
-------------------
the Plan, the provisions of Section 14.02 shall be applicable
only to the Members affected by such partial termination.
Section 14.04 Benefits in Case of Merger or Consolidation. The Plan may not be
-------------------------------------------
merged or consolidated with, nor may its assets or liabilities be
transferred to, any other plan unless each Member, spouse, former
Member, retired Member or Beneficiary under the Plan would, if
the resulting plan were then terminated, receive a benefit
immediately after the merger, consolidation, or transfer which is
equal to or greater than the benefit he would have been entitled
to receive immediately before the merger, consolidation, or
transfer if the Plan had been terminated.
ARTICLE XV
Loans
-----
Section 15.01 Loans. In the event of financial necessity, a Member may make
-----
application to the Plan Administrator in writing to borrow from
the Trust Fund and the Plan Administrator may in its sole
discretion permit such a loan upon the conditions hereinafter
specified. The authority herein granted to the Plan Administrator
to approve loans from the Trust Fund is for the purpose of
assisting a Member to meet special situations and shall not be
used as a means of distributing benefits before they otherwise
become due. Loans shall be granted in a uniform and non-
discriminatory manner and shall be made on the following
conditions:
(a) The amount of a loan to a Member (when added to the
outstanding balance of all other loans from the Plan to the
Member) shall not exceed the lesser of --
41
<PAGE>
(1) Fifty percent (50%) of the vested amount in the
Member's Accounts, or
(2) $50,000, reduced by the excess (if any) of the highest
outstanding balance of loans from the Plan to the
Member during the one-year period ending on the day
before the date on which such loan was made over the
outstanding balance of loans from the Plan on the date
on which such loan was made.
The maturity of a loan shall not exceed five (5) years,
except in the case of a loan to acquire or construct
the Member's principal residence, which shall mature in
not more than ten (10) years.
If the Member is also covered under another qualified
plan maintained by the Company, the limitations of
subsections (a)(l) and (2) shall be applied as though
all such qualified plans are one plan.
(b) A note shall be signed by the Member establishing regular
installment payments made by payroll deduction whenever
possible and to the extent permitted by law. The terms of
such loans shall require substantially level amortization
over the term of the loan with payments not less frequently
than quarterly. Loans shall bear interest as specified in
Section 15.02. Loans shall be granted only if secured by the
Member's vested Account Balances; provided, however, that no
more than fifty percent (50%) of the Member's vested Account
Balance may be pledged as collateral for the loan.
(c) In the event an installment payment is not paid within seven
(7) days following the due date, the Plan Administrator
shall give written notice to the Member sent to his last
known address. If such installment payment is not made
within thirty (30) days thereafter, the Plan Administrator
may proceed with such actions as they deem necessary in
order to preserve plan assets from loss including, but not
limited to, foreclosure, sale, or other disposition of the
security.
42
<PAGE>
(d) In the event of the Termination of Employment of the Member
before the loan is repaid in full, the unpaid balance
thereof, together with interest thereon, shall become due
and payable and the Trustee shall first satisfy the
indebtedness from the amount payable to the Member or to the
Member's Beneficiary before making any payments to the
Member or to the Member's Beneficiary.
Section 15.02 Interest Rates. Interest rates for Plan loans shall be regularly
--------------
reviewed and adjusted in conformity with interest rates which, in
the judgment of the Plan Administrator, are commensurate with
rates charged by commercial lenders for similar types of loans.
The interest rate applicable to a Plan loan shall be fixed as of
the date the application for such a loan is received by the Plan
Administrator or its delegates, and shall not be subject to
change or renegotiation after such date.
Section 15.03 Other Rules. In addition to the foregoing, the Plan
-----------
Administrator shall prescribe such rules and procedures as it may
deem appropriate, including, without limitation, the imposition
of loan application fees, rules and procedures by which the
making of loans may be terminated, suspended or restricted, and
the requirement of a spousal consent to loans of married Members,
if and to the extent deemed by the Plan Administrator to be
necessary or desirable in order to effect compliance with
applicable laws and regulations or to provide for effective
administration of such loans.
ARTICLE XVI
Miscellaneous
-------------
Section 16.01 Benefits Payable from Trust Fund. All persons with any interest
--------------------------------
in the Trust Fund shall look solely to the Trust Fund for any
payments with respect to such interest.
Section 16.02 Elections. Elections hereunder shall be made by a Member in
---------
writing by the completion and delivery to the Plan Administrator
of forms prescribed by the Plan Administrator for such purposes,
within the time limits set forth hereunder with respect to each
such election or, if no time limit is set forth, such limit as
may be established by the Plan Administrator.
Section 16.03 No Right to Continued Employment. Neither the establishment of
--------------------------------
the Plan nor the payment of any benefits thereunder nor any
action of the Company, the Board of Directors, the Plan
Administrator or the Trustee shall be held or
43
<PAGE>
construed to confer upon any person any legal right to be
continued in the employ of the Company.
Section 16.04 Inalienabilitv of Benefits and Interest. No benefit payable
---------------------------------------
under the Plan or interest in the Trust Fund shall be subject in
any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any such attempted
action shall be void and no such benefit or interest shall be in
any manner liable for or subject to debts, contracts,
liabilities, engagements or torts of any Member or Beneficiary.
If any Member or Beneficiary shall become bankrupt or shall
attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber or charge any benefit payable under the Plan or interest
in the Trust Fund, then to the extent permitted by law, the Plan
Administrator in its discretion may hold or apply such benefit or
interest or any part thereof to or for the benefit of such
Member, or his Beneficiary, his spouse, children, blood
relatives, or dependents, or any of them, in such manner and in
such proportions as the Plan Administrator may consider proper.
Notwithstanding the foregoing, any Member may direct that
benefits payable pursuant to Article VIII from the Trust Fund
shall be paid to the trustee of a trust created by him for his
own benefit or for the benefit of his immediate family.
Notwithstanding any provision in the Plan to the contrary, the
Plan shall make all payments required by a qualified domestic
relations order within the meaning of Code Section 414(p),
including distributions required or permitted by the qualified
domestic relations order to an alternate payee even though such
payments are with respect to a Member who has not separated from
service and which commence before the Member has attained the
earliest retirement age under the Plan; provided, however, the
present value of the benefit to be paid to the alternate payee
(1) does not exceed $3,500; or (2) exceeds at least $3,500 and
the alternate payee consents in writing to such earlier
distribution. The Plan Administrator shall establish a procedure
to determine the qualified status of a domestic relations order
and to administer distributions under such a qualified order.
Section 16.05 Payments for Exclusive Benefits of Members. Payments of benefits
------------------------------------------
in respect of the interest of a Member under the Plan to any
person other than such Member in accordance with the provisions
of the Plan shall be deemed to be for the exclusive benefit of
such Member.
Section 16.06 Delaware Law to Govern. All questions pertaining to the
----------------------
construction, regulation, validity and effect of the provisions
of the Plan shall be
44
<PAGE>
determined in accordance with the laws of the State of Delaware,
except as provided in Section 514 of ERISA.
Section 16.07 No Guarantee. Neither the Company nor the Trustee guarantees the
------------
Trust Fund in any manner against loss or depreciation.
Section 16.08 Address of Record. Each individual or entity with an actual or
-----------------
potential interest in the Plan shall file and maintain a current
record address with the Plan. Communications mailed by the
Company, trustee, or Plan Administrator to such record address
fulfills all obligations to provide required information to
Members, including former employees and Beneficiaries, in regard
to the Plan.
If no record address is filed, it may be presumed that the
address used by the Company in forwarding statements of a
Member's Account is the record address.
Section 16.09 Participating Units. The Board of Directors or the Plan
-------------------
Administrator, to the extent authority to do so is granted to the
Plan Administrator by the Board of Directors, may include a
designated unit of the Employees of an Affiliated Company in the
Plan as employed in a Participating Unit upon appropriate action
by such Affiliated Company necessary to adopt the Plan. Any such
company may terminate its participation in the Plan with respect
to a designated unit of its employees upon appropriate action by
it, in which event the funds of the Plan held on account of
Members in the employ of such company and any unpaid balances of
the Accounts of Members who have separated from the employ of
such company, shall be determined by the Plan Administrator and
shall be distributed as provided in Section 15.02 in the event of
termination of the Plan, held and distributed in accordance with
the terms of the Plan governing treatment of Members transferred
from Covered Service, or shall be segregated by the Trustee as a
separate trust fund, pursuant to direction to the Trustee by the
Plan Administrator, continuing the Plan as a separate plan for
such employees of such company under which the board of directors
of such company shall succeed to all the powers and duties of the
Board of Directors, including the appointment of the members of
the Plan Administrator.
Section 16.10 Headings. Headings of Articles and Sections of the Plan are
--------
inserted for convenience of reference. They constitute no part of
the Plan.
45
<PAGE>
Section 16.11 Use of Masculine Terms. As used herein, masculine terms shall
----------------------
include the feminine wherever appropriate.
Section 16.12 Payment of Expenses.
-------------------
(a) Direct charges and expenses arising out of the purchase or
sale of securities, and taxes levied on or measured by such
transactions shall be charged against the Investment Fund or
Funds for which the transaction took place.
(b) To the extent permitted by law, all other expenses
reasonably incurred in administering the Plan, including
expenses of the Plan Administrator and the Trustee, fees for
legal services, all taxes, if any, other than those charged
to the Funds.
Section 16.13 Rollover Contributions.
----------------------
(a) An Employee, whether or not he would otherwise be a Member
in the Plan, may contribute a Rollover Contribution to the
Trust by delivery of such contribution to the Trustee,
provided that the contribution qualifies as a rollover
contribution within the meaning of Code Section 402(a) which
the Plan may accept.
(b) A Rollover Contribution shall be considered as a part of the
account of the Employee in this Plan, shall be fully vested
and non-forfeitable, and shall be accounted for separately
from Company contributions.
Section 16.14 Transfers from other Plans. Subject to the requirements of the
--------------------------
Code, the Plan Administrator may authorize the Trustee to accept
a trust-to-trust transfer of assets requested by a Member in cash
and/or Company common stock received from a tax-qualified defined
contribution plan.
ARTICLE XVII
Claim Procedure
---------------
Section 17.01 Initial Determination. The initial determination of a Member's
---------------------
or Beneficiary's eligibility for, and the amount of, a benefit
shall be made by the Benefits Council which shall mail or deliver
to each covered individual
46
<PAGE>
who has filed an effective claim for a benefit a written
statement of the amount of his benefit or a notice of denial of
his claim on or before the ninetieth (90th) day following the
Council's receipt of such claim. If special circumstances require
additional time for processing the claim, the Benefits Council
may delay issuing its statement or notice for an additional
ninety (90) days provided that the Member or Beneficiary is
notified of the circumstances necessitating the delay and the
date the Committee expects to render its final opinion. A claim
for benefits is not effective unless filed on forms prescribed by
the Benefits Council. Each notice of whole or partial denial of
claimed benefits shall set forth the specific reasons for the
denial, the time within which an appeal must be made by the
Member or Beneficiary or his duly authorized representative, and
shall contain such other information as may be required by
applicable law. If a statement or notice is not issued within the
prescribed period, the claim shall be deemed denied.
Section 17.02 Review. Each Member or Beneficiary whose claim for benefits has
------
been wholly or partially denied shall have such rights to review
documents and submit comments as the Benefits Council may
provide, and shall also have the right to request the Benefits
Council to review such denial; such request shall be made on
forms prescribed by the Benefits Council. A request for review
shall be filed by the Member or Beneficiary or his duly
authorized representative on or before the sixtieth (60th) day
following the earlier of the Member or Beneficiary's receipt of
notice of denial of his claim or the expiration of the prescribed
period for issuing a statement of benefits or notice of denial.
The Benefits Council shall issue a written statement on or before
the sixtieth (60th) day following its receipt of such request
stating the Benefits Council's decision on review and the reasons
therefor, including specific references to pertinent Plan
provisions on which the decision is based, and any other
information required by applicable law. If special circumstances
require additional time for processing such review, the Benefits
Council may delay issuing its decision for an additional sixty
(60) days provided that the Member or Beneficiary is notified of
such circumstances and the date the Benefits Council expects to
render its final decision. If the decision is not issued within
the prescribed period, the appeal shall be deemed denied. No
Member or Beneficiary shall have recourse to courts of law until
the administrative review process set forth herein has been
completed.
47
<PAGE>
ARTICLE XVIII
Limitation on Contributions
---------------------------
Section 18.01 Maximum Annual Additions.
------------------------
(a) The Annual Addition (as defined in subsection (c) below) for
---------------
a Member with respect to a Limitation Year (as defined in
subsection (e) below) shall not exceed the lesser of --
(1) $30,000 or such higher annual amount specified by the
Department of the Treasury to reflect increases in the
cost-of-living, effective January 1 of each year; or
(2) Twenty-five percent (25%) of the Member's Compensation
[as defined in subsection (f)].
(b) If a Member is, or was, covered under a qualified defined
benefit plan maintained by the Company, the sum of the
Member's Defined Benefit Fraction and Defined Contribution
Fraction (as defined in Section 415 of the Code) may not
exceed 1.0 in any Limitation Year, to the extent required by
Section 415 of the Code.
(c) Annual Addition means the sum of the following amounts for a
---------------
Limitation Year with respect to each Member --
(1) Basic Matched Contributions
(2) Company Matching Contributions
(3) Basic Unmatched Contributions
(4) Supplemental Contributions
(5) Forfeitures
(6) Similar amounts under other qualified defined
contribution plans maintained by the Company, and
(7) Amounts allocated to a post-retirement medical account
described in Code Section 415(1)(2) or Code Section
419A(d).
48
<PAGE>
Annual additions shall include excess contributions as
defined in Code Section 401(k)(8) of the Code, excess
aggregate contributions as defined in Code Section
401(m)(6)(B), and excess deferrals as described in Code
Section 402(g), regardless of whether such amounts are
distributed or forfeited.
Rollover Contributions, repaid distributions, restored
forfeitures pursuant to Section 12.01, and loan payments
shall not be treated as Annual Additions.
(d) For the purpose of this section, Company shall include a
Commonly Controlled Entity as defined in Section 1.11,
except that in applying Section 414(b), the phrase "more
than fifty percent (50%)" shall be substituted for the
phrase "at least eighty percent (80%)" each place it appears
in Code Section 1563(a)(1).
(e) "Limitation Year" means the Plan Year.
(f) For the purposes of this section, "Compensation" means
compensation as defined in Treas. Reg. (S)1.415-2(d) (or any
regulation which replaces or supersedes such regulation) for
purposes of the limitations on benefits and contributions
under qualified plans.
(g) If, for any Plan Year, it is necessary to limit the
allocation of an amount to a Member's Account to comply with
subsection (a), the Plan shall limit such allocation by
reducing contributions in the following order --
(1) first, to the extent necessary, Supplemental
Contributions and any earnings thereon;
(2) second, to the extent necessary, the Basic Unmatched
Contributions, if any, made on his behalf and any
earnings thereon;
(3) third, to the extent necessary, the amount of the Basic
Matched Contributions made on his behalf and any
earnings thereon. The Company Matching Contributions
made with respect to such Basic Matched Contributions
and any earnings
49
<PAGE>
thereon shall be treated as though they were
forfeitures to the extent necessary and as soon as
administratively feasible; and
(4) fourth, to the extent necessary, other Company or
Commonly Controlled Entity contributions made to other
qualified defined contribution plans.
If the limitations of subsection (b) are exceeded, the
accrued benefit of the Member under the defined benefit
plan shall be reduced to the extent necessary to
satisfy the requirements of subsection (b).
ARTICLE XIX
Top-Heavy Provisions
--------------------
Section 19.01 Application of Top-Heavy Provisions.
-----------------------------------
(a) Except as provided in subsection (b)(2), if as of a
Determination Date, the sum of the amount of the Section 416
Accounts of Key Employees and the Beneficiaries of deceased
Key Employees exceeds sixty percent (60%) of the amount of
the Section 416 Accounts of all Members and Beneficiaries,
the Plan is top-heavy and the provisions of this Article
shall become applicable.
If any individual has not received any compensation (other
than benefits under a plan) from the Company or a Commonly
Controlled Entity of the Company at any time during the
five-year period ending on the Determination Date, the
Section 416 Account of such individual or his Beneficiary
shall be excluded from all computations under this Article
with respect to Plan Years beginning after December 31,
1984. However, if such an individual returns to employment
with the Company or Commonly Controlled Entity, his Section
416 account shall be included in calculations under this
section. The Section 416 Account of an individual who was a
Key Employee but is not a Key Employee for the Plan Year
containing the Determination Date and the preceding four
Plan Years or the Section 416 Account of the Beneficiary of
such an individual shall be excluded from all computations
under this Article.
50
<PAGE>
(b) (1) If as of a Determination Date this Plan is part of an
Aggregation Group which is top-heavy, the provisions of this
Article shall become applicable. Top-heaviness for the purpose
of this subsection shall be determined with respect to the
Aggregation Group in the same manner as described in
subsection (a) except that if the Aggregation Group includes a
defined benefit plan, the Section 416 Account shall include
the present value of the accrued benefit of a member or a
beneficiary under such plan.
(2) If this Plan is top-heavy under subsection (a), but the
Aggregation Group is not top-heavy, this Article shall not be
applicable.
(c) The Plan Administrator shall have responsibility to make all
calculations to determine whether this Plan is top-heavy. The
Plan Administrator may use a method which approximates the
calculations described in Section 19.01(a) provided that it
mathematically proves that the Plan is not top-heavy, such as
a method which overstates the Section 416 Accounts with
respect to Key Employees and understates the Section 416
Accounts with respect to non-Key Employees.
Section 19.02 Definitions.
-----------
(a) "Aggregation Group" means this Plan and all other plans
(including a frozen plan) maintained by the Company which
covers a Key Employee or his Beneficiary and any other plan
which enables a plan covering a Key Employee or his
Beneficiary to meet the requirements of Code Sections
401(a)(4) or 410. A terminated plan shall be included in an
Aggregation Group if it was maintained by the Company within
the last five (5) years ending on the Determination Date for
the Plan Year in question and would, but for the fact it was
terminated, meet the conditions of the preceding sentence. In
addition, at the election of the Plan Administrator, the
Aggregation Group may be expanded by the company if such
expanded Aggregation Group meets the requirements of Code
Sections 401(a)(4) and 410.
(b) "Determination Date" means the last day of the Plan Year
immediately preceding the Plan Year for which top-heaviness is
to be determined.
51
<PAGE>
(c) "Key Employee" means an Employee (or a former or deceased
Employee) who, for the Plan Year containing the Determination
Date or any of the four preceding Plan Years (including years
before 1984), is:
(1) an officer of the Company or a Commonly Controlled Entity
of the Company having an annual Compensation for a Plan
Year greater than one hundred fifty percent (150%) of the
amount in effect under Code Section 415(c)(1)(A) for the
calendar year in which the Plan Year ends; provided,
however, that no more than the lesser of --
(A) 50 Employees, or
(B) the greater of (i) three Employees or (ii) ten percent (10%)
of the greatest number of employees of the company and its
Commonly Controlled Entities for the Plan Year containing the
Determination Date and the preceding four Plan Years shall be
treated as officers, and such officers shall be those with the
highest annual Compensation in the five-year period;
(2) one of the ten Employees having an annual Compensation in
excess of the amount in effect under Code Section
415(c)(1)(A) and owning (or considered as owning within
the meaning of Code Section 318) both more than one-half
percent (1/2%) interest in the Company and the largest
interests in the Company;
(3) a five-percent (5%) owner of the Company; or
(4) a one-percent (1%) owner of the Company having an annual
Compensation [as defined in Section l9.01(f)] of more than
$150,000.
For the purpose of subsection (c)(l)(B)(II), if ten
percent (10%) of the number of Employees is not an
integer, the number shall be increased to the nearest
integer. The determination as to whether a person is an of
ricer shall be made on the basis of his actual authority
and duties and without regard to his title. For the
purpose of
52
<PAGE>
subsection (c)(2), if two Employees have the same interest
in the Company, the Employee having the greater annual
Compensation from the Company, shall be treated as having
a larger interest. For the purpose of subsections (c)(3)
and (c)(4), ownership shall be determined in accordance
with Code Section 416 (i)(l)(B) and (C).
(d) "Section 416 Account" means the sum of:
(1) the amount credited to a Member's or Beneficiary's Account
under this Plan as of the most recent Valuation Date
occurring within the twelve (12) month period ending on
the Determination Date (or his account under another
qualified defined contribution plan which is part of an
Aggregation Group) including uncontributed amounts due as
of such Valuation Date but which are actually contributed
on or before the Determination Date;
(2) the present value of the accrued benefit credited as of a
Determination Date to a Member or Beneficiary under a
qualified defined benefit plan which is part of an
Aggregation Group; and
(3) the amount of distributions to the Member or Beneficiary
during the five-year period ending on the Determination
Date, including a distribution under a terminated plan
which, if it had not been terminated, would have been
required to be included in an Aggregation Group, a
distribution of Employee contributions, and a distribution
made before January 1, 1984, but excluding a distribution
which is a tax-free rollover contribution (or similar
transfer) that is not initiated by the Member or that is
contributed to a plan which is maintained by the Company;
reduced by --
(4) the amount of a rollover contribution (or similar
transfer) which is accepted by this Plan (or a plan
forming part of an Aggregation Group) after December 31,
1983 and which was initiated by the Member and derived
from a plan not maintained by the Company or a Commonly
Controlled Entity of the Company, and the earnings on such
rollover contribution.
53
<PAGE>
Section 19.03 Minimum Contribution.
--------------------
(a) If this Plan is determined to be top-heavy under the
provisions of Section 19.01, with respect to each Member
who is not a Key employee and is an Employee on the last
day of the Plan Year, the sum of Employer Contributions
(other than Basic Contributions), forfeitures treated as
Employer Contributions under this Plan, and under all
qualified defined contribution plans in the Aggregation
Group shall not be less than three percent (3%) of such
Member's Compensation [as defined in Section 18.01(f)].
Notwithstanding the provisions of Section 8.02,
contributions made pursuant to this Section shall be fully
vested at all times. This Section shall not be applicable
with respect to a Member who is also covered under a
defined benefit plan maintained by the Company which
provides the benefit specified by Code Section 416(c)(1).
(b) The contribution rate specified in subsection (a) shall
not exceed the percentage at which Employer Contributions
and forfeitures are allocated under the Plan or the plans
of the Aggregation Group to the account of the Key
Employee for whom such percentage is the highest for the
Plan Year. For the purpose of this subsection, the
percentage for each Key Employee shall be determined by
dividing the Employer Contributions and forfeitures for
the Key Employee by the amount of his total compensation
for the year not in excess of $200,000 [as adjusted by the
Secretary of the Treasury under Code Section 416(d)]. This
subsection shall not apply if this Plan is required to be
included in an Aggregation Group and the Plan enables a
defined benefit plan which is part of the Aggregation
Group to meet the requirements of Code Section 401 (a)(4)
or 410.
Section 19.04 Limit on Annual Additions: Combined Plan Limit.
----------------------------------------------
(a) If this Plan is determined to be top-heavy under Section
19.01, Section 18.01(b) of this Plan shall be applied by
substituting 1.0 for 1.25. The transitional rule of Code
Section 415(e)(6)(B)(i) shall be applied by substituting
"$41,500" for "$51,875".
(b) Subsection (a) shall not be applicable if --
54
<PAGE>
(1) Section 19.03 is applied by substituting "four
percent (4%)" for "three percent (3%)", and
(2) this Plan would not be top-heavy if "ninety percent
(90%)" is substituted for "sixty percent (60%)" in
Section 19.01.
(c) If, but for this subsection (c), subsection (a) would
begin to apply with respect to the Plan, the application
of subsection (a) shall be suspended with respect to a
Member so long as there are --
(1) no Company contributions, forfeitures, or
voluntary nondeductible contributions allocated to
such Member, and
(2) no accruals under a qualified defined benefit
plan for such Member.
IN WITNESS WHEREOF, Protein Technologies International, Inc. has caused
this amended Plan to be executed by the undersigned representative of the
Company effective as of January 1, 1999, or as otherwise indicated.
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
By______________________________________
55
<PAGE>
RESOLUTIONS
OF THE BENEFITS COUNCIL ADOPTING
AMENDMENT NO. 1
TO THE
PROTEIN TECHNOLOGIES INTERNATIONAL, INC. SAVINGS INVESTMENT PLAN
(Effective December 3, 1997)
In accordance with its authority under Section 13.02(f) of the Protein
Technologies International, Inc. Savings Investment Plan (the "Plan"), the
Benefits Council hereby amends the Plan as follows.
1. Effective December 3, 1997, Section 1.02 is amended to correct a
scrivener's error by deleting the reference to "Ralston Purina Company" and
replacing it with a reference to "Protein Technologies International, Inc."
2. Effective January 1, 1999, Section 1.12 is amended by deleting the
reference to Section 4.02(a)(i) and replacing it with a reference to Section
4.02(a).
3. Effective December 3, 1997, Section 1.13 is amended to clarify the
operation of the Plan by deleting the definition of "Compensation" in its
entirety and replacing it with the following:
"Compensation shall mean the basic compensation and such other forms
------------
of cash compensation paid for employment in Covered Service, as determined
by the Plan Administrator including but not limited to, regular cash
bonuses paid while the member is an active Employee (unless the Member
elects to defer such bonus under a Company sponsored deferred compensation
plan); payments made under a Code Section 125 cafeteria plan; payments
received by Members as a result of non-occupational sicknesses or injuries
as wage replacement; and payments received by a Member under any type of
Company sponsored voluntary supplementation of worker's compensation
payments. Except as specifically included otherwise in the preceding
sentence, compensation shall not include employer paid reimbursements and
allowances, non-recurring awards, or severance or other payments made to a
former Employee with respect to any period following such former Employee's
last active work day. Notwithstanding the foregoing, Compensation for
purposes of the Plan shall not exceed $150,000, or such other amount as
determined in accordance with Section 401(a)(17) of the Code."
4. Effective January 1, 1999, Section 1.14 is amended by adding a sentence to
the end thereof to read as follows: "For purposes of this definition,
Internationally Assigned Employee shall mean an individual designated as such by
the Company."
5. Effective January 1, 1999, Section 1.21 is amended to correct a scrivener's
error by deleting the phrase "immediately following the completion by the
Employee of a one year Period of Service" and replacing it with "on or following
the Employee's Employment Commencement Date (as defined in Section 3.02)."
6. Effective December 3, 1997, Section 1.24 is amended by deleting clause (3)
in its entirety and replacing it with the following: "(3) such services are
performed under the primary direction or control by the Company."
7. Effective January 1, 1999, Section 1.35 is amended by changing the
reference from Section 4.04 to Section 4.03.
8. Effective January 1, 1999, Section 3.01 is clarified by deleting the phrase
"on the Closing Date" and replacing it with "as of December 2, 1997."
<PAGE>
9. Effective January 1, 1999, Sections 4.01, 4.02 and 4.03 are deleted in
their entirety and replaced with the following, and subsequent sections and
crossreferences are renumbered accordingly:
"Section 4.01 Basic Matched Contributions and Basic Unmatched
-----------------------------------------------
Contributions.
-------------
(a) Each Member may elect to reduce his Compensation in any
amount from two percent (2%) to twelve percent (12%) [in one
percent (1%) increments] of his Compensation for each
payroll period subject to the provisions set forth in
Sections 4.04(g), 4.08, and Article XIX, and his Employer
shall remit an amount equal to the amount of the reduction
in his Compensation to the Plan on his behalf as soon as
practicable after the end of the payroll period.
(b) For a Member who has (1) completed a one (1) year Period of
Service, or (2) was an Eligible Employee on the Effective
Date of this Plan, the first six percent (6%) of
contributions under this paragraph shall be considered Basic
Matched Contributions, and a Company Contribution shall be
made with respect to such contributions in accordance with
Section 4.02. Any contributions other than those described
in the preceding sentence shall be considered Basic
Unmatched Contributions.
(c) Notwithstanding the foregoing, the Employer shall not remit
to the Plan any Basic Matched Contributions or Basic
Unmatched Contributions on behalf of any Member who receives
a hardship withdrawal of his Basic Contribution Account or
his Company Matching Contribution Account in accordance with
Section 11.02, during the twelve-month period immediately
following such withdrawal.
Section 4.02 Company Matching Contributions.
------------------------------
(a) The Company shall contribute out of its accumulated earnings
and profits to a Company Matching Contribution Account an
amount equal to 100% of each Member's Basic Matched
Contributions.
(b) In the event that the Commissioner of Internal Revenue, on
timely application made after the adoption of the Plan, as
restated, determines that the Plan and the implementing
trust do not qualify for tax-exempt status, or refuses, in
writing, to issue a favorable determination with respect to
the Plan and such trust, the Employer contributions made on
or after the date on which such determination or refusal is
applicable shall be returned to the Employer without
interest. In the event that an Employer contribution to the
Plan is made by a mistake of fact or all or part of the
Employer's deductions under Code Section 404 for
contributions to the Plan are disallowed by the Internal
Revenue Service, the portion of the contributions
attributable to such mistake of fact or to which such
disallowance applies shall be returned to the Employer
without interest.
Any such return shall be made within one year after the
making of such contribution by mistake of fact or the denial
of qualification or disallowance of deductions, as the case
may be.
(c) Company Matching Contributions shall be suspended for six
months if a Member withdraws any or all of his Company
Matching Contributions deposited in his Account during the
two years preceding the withdrawal under Section 11.04."
<PAGE>
10. Effective January 1, 1999, Section 4.03 (former Section 4.04) is amended by
deleting the clause "after the end of the month in which the applicable pay
period ends, but in no event later than ninety (90) days after the end of such
payroll period."
11. Effective December 3, 1997, Section 4.04 (former Section 4.05) is amended
by deleting paragraph (a) in its entirety and replacing it with the following:
"(a) The actual deferral percentage for the Highly Compensated Employees
shall satisfy at least one of the following tests:
(i) The actual deferral percentage for the eligible Highly
Compensated Employees for the Plan Year does not exceed the
actual deferred percentage for the eligible Non-Highly
Compensated Employees for the preceding Plan Year,
multiplied by 1.25; or
(ii) The actual deferral percentage for the eligible Highly
Compensated Employees for the Plan Year does not exceed the
actual deferral percentage for the eligible Non-Highly
Compensated Employees for the preceding Plan Year,
multiplied by 2.0; provided, however, that the actual
deferral percentage for the eligible Highly Compensated
Employees may not exceed the actual deferral percentage for
the eligible Non-Highly Compensated Employees by more than
two percentage points."
12. Effective December 3, 1997, Section 4.04 (former Section 4.05) is amended
by deleting paragraph (f) in its entirety and replacing it with the following:
"(f) The reduced deferral percentage for each Highly Compensated
Employee shall be determined by reducing the Basic Matched or
Basic Unmatched Contributions, as applicable, of the Highly
Compensated Employee with the highest dollar amount of deferral
to whichever of the following is higher:
(i) The amount which enables the highly compensated
group to satisfy one of the tests of paragraph
(a)(1); or
(ii) The amount that is equal to that of the Highly
Compensated Employee with the next highest Basic
Matched or Basic Unmatched Contributions, as
applicable.
The above process shall be repeated until the highly
compensated group satisfies one of the tests set forth in
paragraph (a)."
13. Effective December 3, 1997, Section 4.05 (former Section 4.06) is amended
by deleting paragraphs (a) and (b) in their entirety and replacing them with the
following:
"(a) The actual contribution percentage for the Highly
Compensated Employees, for each Plan Year, shall not exceed
the greater of (i) the actual contribution percentage for
eligible Non-Highly Compensated Employees for the preceding
Plan Year multiplied by 1.25, or (ii) the lesser of (A) two
hundred percent (200%) of the actual contribution percentage
of the eligible Non-Highly Compensated Employees, or (B) the
actual
<PAGE>
contribution percentage of the eligible Non-Highly
Compensated Employees, plus two (2) percentage points.
(b) The actual contribution percentage with respect to
contributions to the Plan for a specified group of Employees
for a Plan Year shall be the average of the ratios
(calculated separately for each Employee in such group) of:
(i) The sum of each of the following which are actually
paid to the Plan on behalf of such Employee for such
Plan Year,
(A) Company Matching Contributions
(B) Supplemental Contributions, and
(C) Any Qualified Non-Elective Contributions and
Qualified Matching Contributions, to
(ii) The Employee's compensation (within the meaning of Code
Section 414(a)) for such Plan Year."
14. Effective December 3, 1997, Section 4.05 (former Section 4.06) is amended
by adding the following phrase to the end of paragraph (c) thereof: ", including
Qualified Non-Elective Contributions and Qualified Matching Contributions."
15. Effective December 3, 1997, Section 4.05 (former Section 4.06) is amended
by deleting paragraph (f) in its entirety and replacing it with the following:
"(f) The reduced contribution percentage for each Highly
Compensated Employee shall be determined by reducing the
Supplemental Contributions and Company Matching Contributions
of the Highly Compensated Employee with the highest dollar
amount of Company Matching Contributions and Supplemental
Contributions to whichever of the following is higher:
(i) The amount which enables the highly compensated
group to satisfy one of the tests of paragraph
(a)(l); or
(ii) The amount that is equal to that of the Highly
Compensated Employee with the next highest dollar
amount of Company Matching Contributions and
Supplemental Contributions.
The above process shall be repeated until the highly
compensated group satisfies one of the tests set forth in
paragraph (a)."
16. Effective January 1, 1999, Sections 4.06 and 4.07 (former Sections 4.07 and
4.08) are deleted in their entirety and replaced with the following:
"Section 4.06 Change in Basic Matched. Basic Unmatched. and
---------------------------------------------
Supplemental Contributions. Subject to the provisions of Sections
--------------------------
4.01 and 4.03, a Member may change the election permitted by
Sections 4.01 and 4.03 at any time, effective as of the next payroll
period following receipt of the change by the Plan Administrator,
provided the notice of the change is given according to such
procedures as the Plan Administrator shall prescribe. In addition,
where Basic Matched, Basic Unmatched, or Supplemental Contributions
by payroll deduction are or may be prohibited by law, in the opinion
of counsel to the Company, a Member, upon approval by the Plan
Administrator, may make contributions directly to the Trustee for
each payroll period
<PAGE>
by a method satisfactory to the Plan Administrator as long as such
deposits are timely made on the same schedule as payroll deductions.
The Trustee shall not accept direct contributions not timely made by
a Member.
Section 4.07 Suspension of Basic Matched. Basic Unmatched. and
-------------------------------------------------
Supplemental Contributions.
--------------------------
(a) A Member may cause the suspension of Basic Matched, Basic
Unmatched, and/or Supplemental Contributions on his behalf at
any time by giving prior notice to the Plan Administrator in
accordance with such procedures as the Plan Administrator
shall prescribe. The suspension shall become effective as soon
as practicable after notification is received. During such
period of suspension of Basic Matched Contributions no Company
Matching Contributions on behalf of such a Member shall be
made by the Company.
(b) A Member who has caused the suspension of Basic Matched, Basic
Unmatched, and/or Supplemental Contributions may have them
resumed in accordance with Sections 4.01 and 4.03 by notifying
the Plan Administrator in accordance with Section 4.06.
(c) A Member for whom contributions under Sections 4.01 and 4.03
have ceased because he is on an unpaid absence from service
shall again be eligible to have such contributions made on the
date he returns to service as an Eligible Employee. No
contributions may be made for a Member for any unpaid period
of absence from service including, but not limited to, absence
due to sickness, leave of absence due to sickness, leave of
absence under the Family and Medical Leave Act, or service in
the Armed Forces.
(d) A Member for whom contributions under Sections 4.01 and 4.03
have ceased because he has ceased to be an Eligible Employee
but, nevertheless, continues to be an Employee shall again be
eligible to have such contributions made on the next Entry
Date after he again becomes an Eligible Employee and gives
written notice to the Plan Administrator on the prescribed
form."
17. Effective January 1, 1999, Section 4.08 (former Section 4.09) is amended by
changing the reference from $7,000 to $10,000.
18. Effective December 3, 1997, Section 4.09 is amended by changing the heading
thereof to "Periods of Uniformed Service" and adding the following sentence to
the end thereof: "Notwithstanding any provision of this Plan to the contrary,
contributions, benefits, and service credit with respect to qualified military
service will be provided in accordance with section 414(u) of the Code."
19. Effective January 1, 1999, a new Section 5.06 is added to read as follows:
"Section 5.06 Voting and Tender of Shares.
---------------------------
(a) Each member shall be entitled to direct the Trustee as to the
manner in which voting rights with respect to shares or units
represented by the Member's Account are to be exercised. The
Trustee shall vote the number of shares in accordance with
such instructions. With respect to units of the Common Stock
of E.I. du Pont de Nemours Investment Fund, any such
instructions shall remain
<PAGE>
in the strict confidence of the Trustee. Except with respect
to units of the Common Stock of E.I. du Pont de Nemours
Investment Fund, if a Member does not return proper
instructions in a timely manner, such inaction shall be
deemed an election not to vote such shares or to vote such
shares as the default option described on the proxy or
voting instructions, as applicable.
(b) Each Member shall be entitled to direct the Trustee as to
whether to exercise a tender offer with respect to the
portion of the Member's Account invested in the DuPont
Common Stock Fund. The Trustee shall tender such shares in
accordance with such instructions. If a Member does not
return proper tender instructions to the Trustee in a timely
manner, such inaction by the Member shall be deemed a
decision not to tender, and the Trustee shall not tender
with respect to such Member's Account."
20. Effective December 3, 1997, Section 6.01 shall be amended by correcting the
heading to read as "Investment Funds" and to add new paragraphs (h) and (i) to
read as follows:
"(h) DuPont Common Stock Fund. This Fund is a unitized fund
------------------------
holding shares of common stock of E.I du Pont de Nemours and
Company plus such cash reserves as deemed necessary or
appropriate to facilitate distributions, withdrawals and
directions of investments into and out of the Fund.
(i) Conoco Class B Stock Fund. This Fund holds shares of Class B
-------------------------
common stock of Conoco Inc. This Fund will be available under
the Plan only upon the effective date of the one-time initial
tender offer of Class B common stock of Conoco Inc. and no
amounts may be invested in this Fund other than as a result of
such initial tender offer. Notwithstanding any other
provision of this Plan to the contrary, a Member may authorize
the transfer of all or part of the value of his account
invested in this Fund into any other Investment Fund available
under the Plan, but may not authorize any transfer into this
Fund other than as a result of the tender offer."
21. Effective January 1, 1999, Section 6.02 is amended by deleting the first
paragraph of paragraph (a) in its entirety and replacing it with the following:
"Election. All contributions, other than Company Matching
--------
Contributions, remitted to the Plan and credited to a Member's
Accounts will be invested at the election of the Member in multiples
of one percent (1%) in the Investment Funds authorized by the Company
and maintained by the Trustee in accordance with Section 6.01.
Contributions for which a Member does not make a valid election shall
be invested in the U.S. Government Money Market Fund, or such other
Investment Fund as the Plan Administrator designates from time to
time. Company Matching Contributions shall be invested initially in
the DuPont Common Stock Fund, but may be transferred to other
Investment Funds at any time in accordance with paragraph (b)."
22. Effective January 1, 1999, Article VII is amended by deleting Section 7.04
in its entirety.
23. Effective December 3, 1997, Article VIII is amended to clarify the
operation of the Plan by deleting Section 8.02 in its entirety and replacing it
with the following:
"Section 8.02 Vesting of Company Contributions Account.
----------------------------------------
Subject to the provisions of subparagraph (b), a Member shall be
vested in his Company Contribution Account after completing a five (5)
year Period of Service
<PAGE>
regardless of whether such employment occurs before or after
participation in the Plan, or (ii) one hundred percent (100%) in the
event of the occurrence of any one of the following:
(1) attainment of age sixty-five (65) while an Employee,
(2) Retirement,
(3) Disability while an Employee,
(4) death while an Employee,
(5) termination of the Plan, or
(6) complete discontinuance of Company contributions."
24. Effective January 1, 1998, Section 9.05 is amended by deleting phrase (b)
in its entirety and replacing it with the following: "(b) if the vested portion
of the Account of a Member exceeds $3,500 (after January 1, 1998, $5,000) at the
time the Member becomes entitled to a distribution under this Article IX, and
the Member has not attained age sixty-five (65) years of age, the Member must
consent in writing before any portion of such Account may be distributed to the
Member."
25. Effective January 1, 1999, Article XI is amended by deleting Section 11.01
in its entirety and replacing it with the following:
"Withdrawal of Supplemental and Rollover Contributions. A Member who
-----------------------------------------------------
has made Supplemental Contributions or Rollover Contributions may
withdraw such contributions and related earnings at any time by
submitting a request in accordance with guidelines determined by the
Plan Administrator. Payment shall be made to the Member as soon as
practicable after the submission of the Member's request. The
withdrawal may not exceed the lesser of the Member's Supplemental
Investment Account or total Supplemental Contributions, or the lesser
of the Member's Rollover Account or total Rollover Contributions, as
applicable."
26. Effective January 1, 1999, Section 11.02 is amended by (1) adding the word
"vested" before the words "Company Matching Contributions" in the first
sentence, (2) by deleting the word "written," and (3) by adding the phrase
"related educational fees, and room and board" following the word "tuition" is
paragraph (a)(3).
27. Effective January 1, 1999, Section 11.03 is amended by adding the word
"Rollover" following the word "Supplemental" and by deleting the word "written"
in the first sentence thereof.
28. Effective January 1, 1999, Article XI is amended by adding a new Section
11.04 to read as follows, and by renumbering subsequent sections and
crossreferences accordingly:
"Section 11.04 Withdrawal of Matching Contributions
------------------------------------
(a) A Member or former Member may withdraw amounts from his vested Company
Contributions Account up to two times in a calendar year by submitting a
request to the Plan Administrator in accordance with guidelines determined
by the Plan Administrator.
(b) Matching Contributions shall be suspended for six months if a Member
withdraws any or all of his Matching Contributions deposited in his Account
during the two years preceding the withdrawal."
29. Effective January 1, 1999, Article XI is amended by deleting Section 11.05
(former Section 11.04) in its entirety and replacing it with the following:
"Section 11.05 Order of Withdrawals
--------------------
<PAGE>
(a) A Member wishing to withdraw amounts from his Account must first
withdraw the total amount in his Supplemental Investment Account and
Rollover Account.
(b) Once a Member has withdrawn all amounts, if any, in his Supplemental
Investment Account and Rollover Account, he must then withdraw vested
amounts from his Company Contribution Account under Section 11.04.
Withdrawals from his Company Contribution Account shall be made first from
Company Contributions that have been credited to his Account for at least
two years preceding the withdrawal.
(c) When a Member has withdrawn all amounts available as described in
paragraphs (a) and (b) of this Section 11.05, then the Member may withdraw
amounts in a hardship withdrawal from his Basic Investment Account,
provided he satisfies the requirements of Section 11.02."
30. Effective January 1, 1999, Article XI is amended by adding a new Section
11.06 to read as follows: "Section 11.06 Form of Withdrawals. Withdrawals may be
-------------------
made in cash or, if applicable, in shares of stock held in an Investment Fund
invested in the DuPont Common Stock Fund or the Conoco Class B Stock Fund."
31. Effective January 1, 1999, Article XVI is amended by adding a new Section
16.14 to read as follows: "Section 16.14 Transfers from other Plans. Subject
--------------------------
to the requirements of the Code, and at the discretion of the Plan
Administrator, the Plan Administrator may authorize the Trustee to accept a
trust-to-trust transfer of assets requested by a Member in cash and/or stock
received from a tax-qualified defined contribution plan."
32. Effective January 1, 1999, Section 18.01 is amended by deleting paragraph
(b) in its entirety and replacing it with the following:
"(b) If a Member is, or was, covered under a qualified defined benefit
plan maintained by the Company, the sum of the Member's defined benefit
fraction and defined contribution fraction (as defined in Section 415 of
the Code) may not exceed 1.0 in any Limitation Year to the extent required
by Section 415 of the Code."
BENEFITS COUNCIL OF THE
PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
SAVINGS INVESTMENT PLAN
_____________________________
_____________________________
_____________________________
Dated: ___________________, 1999
<PAGE>
EXHIBIT 5(a)
April 4, 2000
E.I. duPont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
Sir/Madam:
Reference is made to the Registration Statement being filed by you
with the Securities and Exchange Commission, relating to twenty-five thousand
(25,000) shares of E.I. duPont de Nemours and Company (hereinafter called "the
Company") $0.30 par value Common Stock ("Common Stock"). It is my opinion that:
(a) the Company is duly organized and existing under the laws of the
State of Delaware; and
(b) all shares of Common Stock so registered are or will when sold,
be legally issued, fully paid and nonassessable.
I hereby consent to the use of this opinion in connection with the
above-mentioned Registration Statement.
Very truly yours,
Stacey J. Mobley
Senior Vice President
and Chief Administrative
Officer and General Counsel
<PAGE>
EXHIBIT 5(b)
The registrant hereby undertakes that it will submit or has submitted the
plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the plan.
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, relating to the Protein Technologies International, Inc.
Savings and Investment Plan, of our report dated February 18, 2000, relating to
the consolidated financial statements, appearing on page 42 of E.I. du Pont de
Nemours and Company's 1999 Annual Report to Stockholders, which is incorporated
in its Annual Report on Form 10-K for the year ended December 31, 1999. We also
consent to the incorporation by reference of our report dated February 18, 2000,
relating to the financial statement schedule, appearing on page 19 of E. I. du
Pont de Nemours and Company's Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
April 3, 2000
10
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Associate General Counsel of E.I. duPont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Chief Financial Officer
of the Company, or any Vice President, DuPont Finance, 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, Registration
Statements on Form S-8 relating to DuPont common stock, $0.30 par value, offered
under various compensation and benefit plans of the Company and its subsidiaries
and affiliates, 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.
/s/ C. O. Holliday, Jr. 10/25/97
- ----------------------- --------
Director Date
11
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Associate General Counsel of E.I. duPont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Chief Financial Officer
of the Company, or any Vice President, DuPont Finance, 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, Registration
Statements on Form S-8 relating to DuPont common stock, $0.30 par value, offered
under various compensation and benefit plans of the Company and its subsidiaries
and affiliates, 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.
/s/ C. J. Crawford 7/24/99
- ------------------ -------
Director Date
12
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Associate General Counsel of E.I. duPont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Chief Financial Officer
of the Company, or any Vice President, DuPont Finance, 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, Registration
Statements on Form S-8 relating to DuPont common stock, $0.30 par value, offered
under various compensation and benefit plans of the Company and its subsidiaries
and affiliates, 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.
/s/ Louisa C. Duemling October 28, 1997
- ---------------------- ----------------
Director Date
13
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Associate General Counsel of E.I. duPont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Chief Financial Officer
of the Company, or any Vice President, DuPont Finance, 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, Registration
Statements on Form S-8 relating to DuPont common stock, $0.30 par value, offered
under various compensation and benefit plans of the Company and its subsidiaries
and affiliates, 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.
/s/ Edward B. du Pont (undated)
- --------------------- ---------
Director Date
14
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Associate General Counsel of E.I. duPont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Chief Financial Officer
of the Company, or any Vice President, DuPont Finance, 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, Registration
Statements on Form S-8 relating to DuPont common stock, $0.30 par value, offered
under various compensation and benefit plans of the Company and its subsidiaries
and affiliates, 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.
/s/ Lois D. Juliber 10/25/97
- ------------------- --------
Director Date
15
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Associate General Counsel of E.I. duPont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Chief Financial Officer
of the Company, or any Vice President, DuPont Finance, 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, Registration
Statements on Form S-8 relating to DuPont common stock, $0.30 par value, offered
under various compensation and benefit plans of the Company and its subsidiaries
and affiliates, 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.
/s/ William K. Reilly Dec 17, 1997
- --------------------- ------------
Director Date
16
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Associate General Counsel of E.I. duPont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Chief Financial Officer
of the Company, or any Vice President, DuPont Finance, 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, Registration
Statements on Form S-8 relating to DuPont common stock, $0.30 par value, offered
under various compensation and benefit plans of the Company and its subsidiaries
and affiliates, 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.
/s/ H. Rodney Sharp, III 10/29/97
- ------------------------ --------
Director Date
17
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints (1) the Senior Vice President and General
Counsel or any Associate General Counsel of E.I. duPont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Chief Financial Officer
of the Company, or any Vice President, DuPont Finance, 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, Registration
Statements on Form S-8 relating to DuPont common stock, $0.30 par value, offered
under various compensation and benefit plans of the Company and its subsidiaries
and affiliates, 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.
/s/ Charles M. Vest Dec. 17, 1997
- -------------------- -------------
Director Date
18
