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Published: 2008-03-26

Retirement Restoration Plan II - Conoco Inc.



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



Preamble
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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 of 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.


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.

                                       1

 
                                                                  EXHIBIT 10.6.2


SECTION 3.  ELIGIBILITY FOR BENEFITS AND AMOUNT OF BENEFITS

A.   Retirement Restoration Compensation feature:

     All members of the Retirement Plan, who are entitled to benefits from the
     Retirement Plan in accordance with the terms thereof, shall be paid
     benefits under this feature as follows:

     (a)  In an amount equal to the amount of benefits which would have been
          paid to the members pursuant to Section 4 of the Retirement Plan if
          compensation, as defined in Section 1(9)(a), included the annual
          awards (or in the case of Members who do not have an Hour of Service
          under the Retirement Plan on or after August 1, 1994, one-half the
          annual awards) granted to members on or after January 1, 1981, under
          the VC Plan(s). Anything to the contrary notwithstanding, all members
          of the Retirement Plan who would otherwise be entitled to benefits
          from this Plan pursuant to the preceding sentence, shall be paid such
          benefits only to the extent that compensation, as defined in Section
          1(9)(a) of the Retirement Plan, does not include the annual awards (or
          in the case of Members who do not have an Hour of Service under the
          Retirement Plan on or after August 1, 1994, one-half the annual
          awards) granted to members on or after January 1, 1981, under the VC
          Plan(s).

     (b)  In an amount equal to the amount of benefits which would have been
          paid to the member pursuant to:

          (i)   Section 16 of the Retirement Plan if annual compensation, as
                defined in Section 16(1)(l) of the Retirement Plan, included in
                the annual awards (or in the case of Members who do not have an
                Hour of Service under the Retirement Plan on or after August 1,
                1994, one-half the annual awards) granted to members on or after
                January 1, 1981, under the VC Plan(s); or

          (ii)  Section 20 of the Retirement Plan if basic earnings, as defined
                in Section 20(1)(b) of the Retirement Plan, included the annual
                awards (or in the case of Members who do not have an Hour of
                Service under the Retirement Plan on or after August 1, 1994,
                one-half the annual awards) granted to members on or after
                January 1, 1981, under the VC Plan(s).

B.   Retirement Restoration Enhancement feature:

     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, shall be paid benefits under this feature that would
     have been paid pursuant to the Retirement Plan, the Retirement Restoration
     Plan I of Conoco Inc., and the Retirement Restoration


                                       2

 
                                                                  EXHIBIT 10.6.2


     Compensation feature of this Plan, enhanced under the terms of the
     Temporary Retirement/Termination Incentive Program, but without the
     limitations on salary grade and election date, less any benefit payable
     under the Retirement Plan, the Retirement Restoration Plan I of Conoco
     Inc., and the Retirement Restoration compensation feature of this Plan.


SECTION 4.  PAYMENT OF BENEFIT

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 sump sum election may, until death, change the beneficiary
     designated to receive benefits under this Plan.

C.   In no event shall any change in beneficiary amount 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 his Plan.

                                       3

 
                                                                  EXHIBIT 10.6.2

                                                                  EXHIBIT C


                  EMPLOYEE BENEFIT PLANS BOARD OF CONOCO INC.

                      RULES FOR THE ELECTION OF PAYMENTS
                          FROM THE RESTORATION PLANS
                      ----------------------------------



1.   An election of the type of payment the employee wants to receive from the
     Retirement Restoration Plan I of Conoco Inc. and the Retirement Restoration
     Plan II of Conoco Inc. (the 'Plans') may be made at any time up to 30 days
     prior to the employee's annuity starting date under Title Two of the
     Pension and Retirement Plan ('Retirement Plan') ('annuity starting date')
     and becomes irrevocable 30 days prior to the annuity starting date.
     Employees who have not made an election 30 days prior to the annuity
     starting date may made an election only with the approval of the Employee
     Benefit Plans Board ('Board'). Such election shall be irrevocable.

2.   In the event an employee fails to make an election 30 days prior to his
     annuity starting date, such employee shall be deemed to have elected one
     lump sum payment (with out deferral) unless authorized by the Board to do
     otherwise in accordance with Rule No. 1 above.

3.   If any employee elects lump sum payment, the employee may, up to 30 days
     before his annuity starting date, elect to defer such lump sum and receive
     it in annual installments (1 to 15) beginning in the month after his
     annuity starting date or beginning the first day of any January within five
     years after his annuity starting date. If an employee has elected to defer
     receipt of a lump sum in accordance with the first sentence of this
     paragraph, he may, by November 30 preceding delivery of any remaining
     installments, make one final irrevocable election to further defer any
     undelivered amounts, provided that the total number of annual installments
     after retirement from all elections does not exceed 15, and all payments
     are made by the end of the 20th year after his annuity starting date.

4.   Deferred lump sum amounts paid after the month following the annuity
     starting date will earn interest at a rate corresponding to the average of
     Moody's AAA ten-year Municipal Bond Rate for the 13 weeks preceding the
     beginning of each new quarter. The interest will be compounded quarterly
     and will be deferred. If the rate changes, the new rate will apply to all
     amounts beginning with the following quarter.

5.   Each installment will equal the amount of the remaining lump sum and
     accumulated interest divided by the number of annual installments remaining
     (including the payment being determined).

                                       4

 
                                                                  EXHIBIT 10.6.2

                                                                  EXHIBIT C


6.   As in the Retirement Plan, if an employee elects a joint and survivor
     annuity, the amount of such annuity shall be actuarially determined based
     on the ages of the employee and survivor designated under the Plans and the
     actuarial assumptions included in such Retirement Plan.

7.   All benefit payments shall be made, or begin to be made, no later than the
     month following the employee's annuity starting date unless the employee
     has elected otherwise in accordance with Rule No. 3 above.

8.   If benefits under the Plans (lump sum, retiree annuity, or survivor
     annuity) are increased as a result of incentive (variable) compensation
     award(s) granted after retirement, the increase shall be effective on the
     annuity starting date. The payment option elected at the annuity starting
     date shall apply to such additional benefit. In determining the actuarial
     factor for payment options other than straight life annuity for the
     additional benefit, the ages of the retiree and designated survivor and the
     applicable interest rates shall be determined as of the annuity starting
     date.

9.   A retiree who has elected a lump sum (or who has made no election) may make
     or change a beneficiary designation in writing on the Plans' retirement
     application form at any time prior to the earlier of death or receipt of
     the full lump sum distribution. If a retiree who has designated a
     beneficiary(ies) under this Rule No. 9 dies after his annuity starting date
     but prior to full distribution of the lump sum, the balance of the
     distribution shall be paid in one lump sum to the designated
     beneficiary(ies) named under the Plans. If the deceased retiree made no
     beneficiary designation under the Plans, such lump sum shall be paid to the
     retiree's beneficiary(ies) as named under the Retirement Plan, or, if there
     is no beneficiary so named under the Retirement Plan, to the retiree's
     estate.

10.  A beneficiary designated pursuant to Rule No. 9 who is entitled to receive
     a lump sum because a retiree who had elected a lump sum (or made no
     election) died subsequent to the retiree's annuity starting date may make
     or change a beneficiary designation on the Plans' retirement application
     form at any time prior to the earlier of death or receipt of the full lump
     sum distribution. If a beneficiary who has designated a beneficiary(ies)
     dies prior to full distribution of the lump sum, the balance of the
     distribution shall be paid in one lump sum to the beneficiary(ies) so
     designated under this Rule No. 10. If the deceased beneficiary made no
     beneficiary designation under the Plans, but designated a beneficiary(ies)
     under the Retirement Plan, such lump sum shall be paid to the
     beneficiary(ies) so designated. If the beneficiary designated no
     beneficiary(ies) under either the Plans or the Retirement Plan, such lump
     sum shall be paid to the beneficiary's estate.

                                       5

 
                                                                  EXHIBIT 10.6.2

                                                                  EXHIBIT C


11.  If an employee who is eligible for preretirement survivor annuity coverage
     under the Retirement Plan dies, the survivor benefits shall be restored
     under the Plans in the same manner as the Retirement Plan benefits, except
     that the payments shall be converted to a lump sum based on the survivor's
     age and the actuarial assumptions included in the Retirement Plan. Such
     lump sums may not be deferred.

12.  In the event of changes in the relevant laws or circumstances, the Board
     may, in its sole discretion, accelerate or change the manner of payment of
     any deferred lump sum benefit from the Plans.

                                       6