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Published: 2008-03-26

Retirement Restoration Plan I - Conoco Inc.



                 RETIREMENT RESTORATION PLAN I OF CONOCO INC.
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Preamble
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The Retirement Restoration Plan I of Conoco Inc. ('Plan') is a successor plan to
the Retirement Restoration Plan of Conoco Inc.  It provides benefits which were
described in Section 3.A. of that plan.


SECTION 1.  PURPOSE

The purpose of this Plan is to provide each member of the Title Two of the
Pension and Retirement Plan ('Retirement Plan') all benefits otherwise payable
in accordance with the terms thereof, but for the limitation on maximum benefits
set forth in Section 4(8) of the Retirement Plan and but for the limit on
compensation set forth in Section 1(9) of the Retirement Plan.

The limitation on maximum benefits is designed to comply with Internal Revenue
Code Section 415 and the limit on compensation is designed to comply with
Internal Revenue Code Section 401(a)(17).


SECTION 2.  ADMINISTRATION

A.   The Plan shall be administered by the Employee Benefit Plans Board
     ('Board') as defined in Section 1(6) of the Retirement Plan.

B.   The Board shall have the power to interpret the Plan, establish rules for
     the administration of the Plan, and make all other determinations necessary
     or desirable for the Plan's administration.

C.   The decision of the Board on any question concerning or involving the
     interpretation or administration of the Plan shall be final and conclusive.


SECTION 3.  ELIGIBILITY FOR BENEFITS AND AMOUNT OF BENEFITS

All members of the Retirement Plan who would otherwise be entitled to benefits
from the Retirement Plan in accordance with the terms thereof, but for the
limitation on maximum benefits set forth in Section 4(8) of the Retirement Plan
and but for the limitation on compensation set forth in Section 1(9) of the
Retirement Plan, shall be paid such benefits under this Plan.  The benefits due
under this Plan are the difference between the benefits which would have been
payable under the Retirement Plan but for the limitation on benefits and the
limitation on compensation identified above and the benefits actually payable
under the Retirement Plan.

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                                                                  EXHIBIT 10.6.1

                                                                  EXHIBIT A


SECTION 4.  PAYMENT OF BENEFITS

A.   This Plan shall be an unfunded plan, and payments of benefits pursuant to
     this Plan shall be made from the general assets of Conoco Inc.

B.   Benefits paid under this Plan to a participant or designated beneficiary
     shall be paid in the form of a single life annuity, or in any of the forms
     detailed in Section 4(3)(a) or 4(3)(b) of the Retirement Plan in an amount
     actuarially equivalent to such single life annuity. The receipt of benefits
     may be deferred in accordance with procedures established by the Board.
     Elections regarding the form and payment of benefits shall be made
     independent of any election under the Retirement Plan and in such manner
     and at such time as the Board prescribes.

C.   Benefits payable under this Plan shall begin to be paid within a reasonable
     time after the amount of a participant's benefits pursuant to this Plan has
     been established. Notwithstanding the preceding sentence, participants who
     retire pursuant to Section 4(2)(d) of the Retirement Plan cannot begin to
     receive the benefits payable under this Plan until the end of the first
     full calendar month following age 50.


SECTION 5.  BENEFICIARIES

A.   Beneficiaries under this Plan shall be named in accordance with procedures
     established by the Board.

B.   Notwithstanding anything to the contrary contained herein or in the
     Retirement Plan, a participant or beneficiary who is awaiting payment
     pursuant to a lump sum election may, until death, change the beneficiary
     designated to receive benefits under this Plan.

C.   In no event shall any change in beneficiary pursuant to Section 5(B) affect
     the amount of benefits payable under this Plan.


SECTION 6.  AMENDMENT, SUSPENSION, TERMINATION

The Board of Directors of Conoco Inc. may, at any time, amend, suspend, or
terminate this Plan.

                                       2

 
                                                                  EXHIBIT 10.6.1

                                                                  EXHIBIT B


                 RETIREMENT RESTORATION PLAN II OF CONOCO INC.
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Preamble
- --------

The Retirement Restoration Plan II of Conoco Inc. ('Plan') is a successor plan
to the former Retirement Restoration Plan of Conoco Inc.  It provides benefits
which were described in Sections 3.B. and 3.C. of that plan.


SECTION 1.  PURPOSE

A.   Retirement Restoration Compensation feature:

     The purpose of this feature of the Plan is to provide each member of Title
     Two of the Pension and Retirement Plan ('Retirement Plan') who is a
     participant in the Incentive Compensation Plan of Conoco Inc. under which
     awards were granted on and after January 1, 1981, and the Incentive
     Compensation Plan if E. I. du Pont de Nemours and Company and such other
     Variable Compensation Plans ('VC Plan') as may from time to time be in
     effect in substitution therefor and in which members of the Retirement Plan
     shall participate, all benefits to which the participant would be entitled
     if compensation, as defined in the Retirement Plan, included the annual
     awards (or in the case of Members who did not have an Hour of Service under
     the Retirement Plan on or after August 1, 1994, one-half the annual awards)
     granted to the member under the VC Plan then in effect.

B.   Retirement Restoration Enhancement feature:

     The purpose of this feature of the Plan is to provide each member of the
     Retirement Plan who was not eligible for benefits under the Temporary
     Retirement/Termination Incentive Program due to salary grade and who is
     approved for retirement enhancement by the President of Conoco Inc. or his
     delegee, retirement benefits provided for in the Retirement Plan under the
     terms of the Temporary Retirement/Termination Incentive Program, but
     without the limitations on salary grade and election date.

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