Tax Sharing Agreement - E I du Pont de Nemours & Co. and Conoco Inc.


                             TAX SHARING AGREEMENT

                         dated as of October 27, 1998

                                 by and among

                     E. I. DU PONT DE NEMOURS AND COMPANY

                                      and

                                  CONOCO INC.
                   (FORMERLY KNOWN AS CONOCO ENERGY COMPANY)

 
                                                               EXHIBIT 10.13



                             TAX SHARING AGREEMENT
                             ---------------------


        TAX SHARING AGREEMENT (this 'Agreement'), dated as of October 27, 
1998, by and between E. I. du Pont de Nemours and Company ('DuPont'), a 
Delaware corporation, and Conoco Inc. (formerly known as Conoco Energy 
Company) ('Conoco'), a Delaware corporation and indirect wholly owned 
subsidiary of DuPont.

                                   RECITALS
                                   --------

        WHEREAS, DuPont is the common parent corporation of an affiliated 
group of corporations within the meaning of Section 1504(a) of the Code 
(as defined herein) and of consolidated, combined, unitary and other similar 
groups as defined under similar laws of other jurisdictions, and Conoco and 
certain Conoco Affiliates (as defined herein) are members of such groups;

        WHEREAS, the groups of which DuPont is the common parent and Conoco 
and the Conoco Affiliates are members file or intend to file Consolidated 
Returns and Combined Returns (as defined herein);

        WHEREAS, in addition to its chemicals, life sciences, fibers, 
polymers, and other materials businesses, DuPont has been engaged through 
Conoco and its various predecessor companies and their various subsidiaries 
and divisions in exploring for, developing, producing, refining, transporting, 
marketing and distributing oil and gas and associated by-products in 
connection with the Transferred Business (as defined herein);

        WHEREAS, Conoco, Conoco Inc. (formerly known as Continental Oil 
Company), a Delaware corporation, and their various predecessor companies and 
their various subsidiaries and divisions have been engaged in various 
businesses, primarily exploring for, developing, producing, refining, 
transporting, marketing and distributing oil and gas and associated 
by-products and the manufacture, sale and distribution of chemicals.

        WHEREAS, the Board of Directors of DuPont has determined that it is in 
the best interests of DuPont and its stockholders to offer shares of Class A 
Common Stock, par value $.01 per share (the 'Class A Common Stock') of Conoco 
for sale to the public pursuant to an initial public offering ('IPO') and in 
connection

 
                                                               EXHIBIT 10.13



therewith to separate its businesses so that from and after the Effective Date 
(as defined herein) the Transferred Business will be owned by Conoco and its 
subsidiaries and division;

        WHEREAS, in connection with the IPO, DuPont, Conoco and their 
respective affiliates have engaged in the IPO Restructuring (as defined 
herein); and

        WHEREAS, it is appropriate and desirable to set forth the principles 
and responsibilities of the parties to this Agreement regarding the allocation 
of Taxes (as defined herein) and other related liabilities and adjustments 
with respect to Taxes, Audits (as defined herein) and other related Tax 
matters.

        NOW THEREFORE, in consideration of the premises or promises and the 
mutual covenants contained herein and intending to be legally bound hereby, 
the parties hereto hereby agree as follows:

Section 1.  Definitions - Capitalized terms not otherwise defined herein shall 
have the meanings ascribed to such terms in the Restructuring Agreement (as 
defined herein).  As used in this Agreement, capitalized terms shall have the 
following meanings (such meanings to be equally applicable to both the 
singular and plural forms of the terms defined).

            'Asset Purchaser' has the meaning set forth in Section 9.4(b) of 
this Agreement.

            'Asset Seller' has the meaning set forth in Section 9.4(b) of this 
Agreement.

            'Audit' includes any audit, assessment of Taxes, other examination 
by any Tax Authority, proceeding, or appeal of such a proceeding relating to 
Taxes, whether administrative or judicial.

            'Code' means the United States Internal Revenue Code of 1986, as 
amended, or any successor statute.

            'Combined Group' means a group of corporations or other entities 
that files a Combined Return or a corporation or other entity that files a 
Combined Return described in clause (ii) or clause (iii) of the definition of 
'Combined Return.'

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                                                               EXHIBIT 10.13



            'Combined Return' means any Tax Return with respect to Non-Federal 
Taxes (i) filed on a consolidated, combined (including nexus combination, 
worldwide combination, domestic combination, line of business combination or 
any other form of combination) or unitary basis wherein Conoco or one or more 
Conoco Affiliates join in the filing of such Tax Return (for any taxable 
period or portion thereof) with DuPont or one or more DuPont Affiliates, 
(ii) filed on a separate basis that includes Tax Items relating to, or arising 
from, both the transferred Business and the Retained Business, or 
(iii) pursuant to which Tax Items or Tax Assets of (A) DuPont (or any DuPont 
Affiliate) or (B) Conoco (or any Conoco Affiliate) are included on a separate 
Tax Return of DuPont (or any DuPont Affiliate) (including, without limitation, 
certain Tax Returns filed under the laws of the United Kingdom).

            'Conoco Affiliate' means any corporation or other entity in which 
Conoco owns more than fifty percent (50%) of the total combined voting power 
(at any time after the completion of the IPO Restructuring).

            'Conoco Group' means the affiliated group of corporations as 
defined in Section 1504(a) of the Code, or similar group of entities as 
defined under corresponding provisions of the laws of other jurisdictions 
following the completion of the IPO Restructuring, of which Conoco would be 
the common parent if it were not a subsidiary of DuPont, and any corporation 
or other entity which would be a member of such group for the relevant taxable 
period of portion thereof.

            'Conoco Group Combined Tax Liability' means, with respect to any 
taxable period, the Conoco Group's liability for Non-Federal Combined Taxes as 
determined under Section 4.3 of this Agreement.

            'Conoco Group Federal Income Tax Liability' means, with respect to 
any taxable period, the Conoco Group's liability for Federal Income Taxes as 
determined under Section 4.2 of this Agreement.

            'Conoco IPO Tax Return' has the meaning set forth in 
Section 9.2(a) of this Agreement.

            'Conoco Restructuring Tax Return' has the meaning set forth in 
Section 9.2(b) of this Agreement.

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                                                               EXHIBIT 10.13

            'Consolidated Group' means an affiliated group of corporations 
within the meaning of Section 1504(a) of the Code that files a Consolidated 
Return.

            'Consolidated Return' means any Tax Return with respect to Federal 
Income Taxes filed on a consolidated basis wherein Conoco or one or more 
Conoco Affiliates join in the filing of such Tax Return (for any taxable 
period or portion thereof) with DuPont or one or more DuPont Affiliates.

            'Deconsolidation' means with respect to each Tax Return (i) any 
event pursuant to which Conoco ceases to be a subsidiary corporation 
includable in the Consolidated Return, (ii) any event pursuant to which 
neither Conoco nor any Conoco Affiliate continues to be included in a Combined 
Return which includes DuPont and/or a DuPont Affiliate, (iii) any event 
(including as a result of transactions contemplated by the IPO Restructuring) 
pursuant to which Tax Items relating to, or arising from, both the Transferred 
Business and the Retained Business are no longer included on a Combined Return 
described in clause (ii) of the definition of Combined Return or (iv) any 
event pursuant to which a Tax Return described in clause (iii) of the 
definition of Combined Return no longer includes Tax items or Tax Assets of 
both DuPont (or any DuPont Affiliate) and Conoco (or any Conoco Affiliate).

            'Deconsolidation Date' means the day on which a Deconsolidation 
occurs.

            'Deconsolidation Tax' means any Tax, resulting from a 
Deconsolidation, taken into account under Section 1. 1502-13 or 
Section 1. 1502-19 or any predecessor provision of the Treasury Regulations 
(or any similar provision under Non-Federal Tax Law).

            'DuPont Affiliate' means any corporation or other entity in which 
DuPont owns more than fifty percent (50%) of the total combined voting power 
(at any time after the completion of the IPO Restructuring), other than Conoco 
or any Conoco Affiliate.

            'DuPont Group' means the affiliated group of corporations as 
defined in Section 1504(a) of the Code, or similar group of entities as 
defined under corresponding provisions of the laws of other jurisdictions, of 
which DuPont is the common parent, and any corporation or other entity which 
is a member of such group

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                                                               EXHIBIT 10.13

for the relevant taxable period or portion thereof, but excluding any member 
of the Conoco Group.

            'Effective Date' has the meaning set forth in the Restructuring 
Agreement.

            'Estimated Tax Installment Date' means the installments due dates 
prescribed in Section 6655(c) of the Code (presently April 15, June 15, 
September 15 and December 15).

            'Federal Income Tax' means any Tax imposed under Subtitle A of the 
Code or any other provision of United States Federal Income Tax law (including 
the Taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code), and any 
interest, additions to Tax or penalties applicable or related thereto.

            'Federal Tax' means any Tax imposed under the Code or otherwise 
under United States Federal Tax law.

            'Final Determination' means the final resolution of any Tax (or 
other matter) for a taxable period, including related interest or penalties, 
that, under applicable law, is not subject to further appeal, review or 
modification through proceedings or otherwise, including (1) by the expiration 
of a statute of limitations or a period for the filing of claims for refunds, 
amending Tax Returns, appealing from adverse determinations, or recovering any 
refund (including by offset), (2) by a decision, judgment, decree, or other 
order by a court of competent jurisdiction, which has become final and 
unappealable, (3) by a closing agreement or an accepted offer in compromise 
under Section 7121 or 7122 of the Code, or comparable agreements under laws of 
other jurisdictions, (4) by execution of an Internal Revenue Service Form 870 
or 870AD, or by a comparable form under the laws of other jurisdictions 
(excluding, however, with respect to a particular Tax Item for a particular 
taxable period any such form that reserves (whether by its terms or by 
operation of law) the right of the taxpayer to file a claim for refund and/or 
the right of the Tax Authority to assert a further deficiency with respect to 
such Tax Item for such period), or (5) by any allowance of a refund or credit, 
but only after the expiration of all periods during which such refund or 
credit may be recovered (including by way of offset).

            'Income Tax' means (a) any Tax based upon, measured by, or 
calculated with respect to (1) net income or profits (including, without 
limitation, any capital gains Tax, minimum Tax and any Tax on items of Tax 
preference, but not

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                                                               EXHIBIT 10.13

including sales. use, real or personal property, gross or net receipts, 
transfer or similar Taxes) or (2) multiple bases if one or more of the bases 
upon which such Tax may be based, measured by, or calculated with respect to, 
is described in clause (1) above, or (b) any United States state or local 
franchise Tax.

            'Indemnifiable Loss Deduction' has the meaning set forth in 
Section 6.3(b) of this Agreement.

            'Indemnified Loss' has the meaning set forth in Section 6.3(b) of 
this Agreement.

            'Indemnitee' has the meaning set forth in Section 6.3(b) of this 
Agreement.

            'Indemnitor' has the meaning set forth in Section 6.3(b) of this 
Agreement.

            'Independent Firm' has the meaning set forth in Section 8 of this 
Agreement.

            'Interest Accrual Period' has the meaning set forth in Section 6.4 
of this Agreement.

            'IPO' has the meaning set forth in the Recitals.

            'IPO Restructuring' means the series of transactions contemplated 
by the Restructuring Agreement relating to (i) any transfer or assignment of 
the Transferred Business and any Transferred Business Company to Conoco and 
the Conoco Affiliates, (ii) any transfer or assignment of the Retained 
Business and any Retained Subsidiary from Conoco and the Conoco Affiliates, 
(iii) any other transaction undertaken to restructure or separate the 
Transferred Business and the Transferred Business Companies, on the one hand, 
and the Retained Business and the Retained Subsidiaries, on the other hand, in 
connection with the IPO, and (iv) any cash dividend or distribution from 
Conoco or any Conoco Affiliate necessary to ensure that Conoco and the Conoco 
Affiliates will have an aggregate amount of cash and cash equivalents equal to 
the Target Cash Amount in accordance with Section 9.1(a) of the Restructuring 
Agreement.  

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                                                               EXHIBIT 10.13

            'IPO Restructuring Tax' means any Tax (net of any current benefit 
arising from any Tax Asset) resulting from the IPO Restructuring imposed upon 
DuPont or any DuPont Affiliate or Conoco or any Conoco Affiliate; provided 
that, such term shall not refer to the collateral Tax effects of the IPO 
Restructuring (including, without limitation, relating to the tax basis of 
assets comprising the Transferred Business or the amount, if any, of Tax 
Assets or earnings and profits of Conoco or any Conoco Affiliate following the 
IPO Restructuring).

            'Loses' has the meaning set forth in the Restructuring Agreement.

            'Non-Federal Combined Tax' means any Non-Federal Tax with respect 
to which a Combined Return in filed.

            'Non-Federal Separate Tax' means any Non-Federal Tax other than a 
Non-Federal combined Tax.

            'Non-Federal Tax' means any Tax other than a Federal Tax.

            'Other Foreign Restructuring Tax' means any Tax, other than a 
Federal Tax, a United States state or local Tax or a Spinoff Restructuring 
Tax, resulting directly from a Secondary Restructuring.

            'Payment Period' has the meaning set forth in Section 6.4 of this 
Agreement.

            'Post-Deconsolidation Period' means any taxable period with 
respect to a Consolidated Return or Combined Return, as the case may be, 
beginning after a Deconsolidation Date.

            'Pre-Deconsolidation Period' means any taxable period with respect 
to a Consolidated Return or Combined Return, as the case may be, beginning on 
or before a Deconsolidation Date.

            'Privilege' means any privilege that may be asserted under 
applicable law including, any privilege arising under or relating to the 
attorney-client relationship (including the attorney-client and work product  
privileges), the accountant-client privilege, and any privilege relating to 
internal evaluation processes.

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                                                               EXHIBIT 10.13

            'Pro Forma Conoco Group Combined Return' means a pro forma 
Non-Federal Combined Tax return or other schedule prepared pursuant to 
Section 4.3 of this Agreement.

            'Pro Forma Conoco Group Consolidated Return' means a pro forma 
consolidated Federal Income Tax return or other schedule prepared pursuant to 
Section 4.2 of this Agreement.

            'Restated Tax Saving Account' has the meaning set forth in 
Section 6.3(c) of this Agreement.

            'Restructuring Agreement' means the Restructuring, Transfer and 
Separation Agreement, dated as of October 27, 1998 by and between DuPont and 
Conoco.

            'Retained Business' has the meaning set forth in the Restructuring 
Agreement.

            'Retained Subsidiary' has the meaning set forth in the 
Restructuring Agreement. 

            'Ruling' means (a) the initial private letter ruling, if any, 
issued by the Service in connection with the Spinoff (and any related 
transactions) or (b) any similar ruling issued by any Tax Authority other than 
the Service in connection with the Spinoff (and any related transactions).

            'Ruling Documents' means (a) the request for the Ruling submitted 
to the Service, together with the appendices and exhibits thereto and any 
supplemental filings or other materials subsequently submitted to the Service, 
in connection with the Spinoff (and any related transactions) or (b) any 
similar filings submitted to any other Tax Authority in connection with the 
Spinoff (and any related transactions).

            'Secondary Restructuring' means (a) a secondary public offering 
pursuant to which DuPont sells shares of Conoco stock or (b) a Spinoff.

            'Separate Return' means any Tax Return with respect to Non-Federal 
Separate Taxes filed by DuPont, Conoco, or any of their respective affiliates.

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                                                               EXHIBIT 10.13

            'Service' means the Internal Revenue Service or any successor 
agency or authority.

            'Spinoff' means any distribution (or exchange) by DuPont or any 
DuPont Affiliate, with respect to its stock, of the stock of Conoco (or any 
successor corporation or corporation which owns stock of Conoco) in a 
transaction intended to qualify under Section 355 of the Code.

            'Spinoff Date' means the close of business on the date on which 
the Spinoff is effected.

            'Spinoff Restructuring Tax' means any Taxes (or other costs, 
liabilities, expenses or damages) imposed upon DuPont or any DuPont Affiliate 
or Conoco or any Conoco Affiliate that are attributable to, or result from, 
the failure of the Spinoff to qualify under Section 355 of the Code 
(including, without limitation, any Tax attributable to the application of 
Section 355(d), Section 355(e) or Section 355(f) of the Code to the Spinoff) 
or corresponding provisions of the laws of other jurisdictions.  Each Tax 
referred to in the immediately preceding sentence shall be determined using 
the highest statutory marginal corporate income Tax rate for the relevant 
taxable period (or portion thereof).

            'Straddle Period' means any taxable period with respect to a 
Consolidated Return or Combined Return, as the case may be, beginning on or 
before the Deconsolidation Date and ending after the Deconsolidation Date.

            'Supplemental Ruling' means (a) any private letter ruling (other 
than the Ruling) issued by the Service in connection with the Spinoff (any any 
related transactions) or (b) any similar ruling issued by any Tax Authority 
other than the Service in connection with the Spinoff (and any related 
transactions).

            'Supplemental Ruling Documents' has the meaning set forth in 
Section 10.1(d) of this Agreement.

            'Target Cash Amount' has the meaning set forth in the 
Restructuring Agreement.

            'Tax' means any charges, fees, levies, imports, duties, or other 
assessments of a similar nature, including income, alternative or add-on 
minimum, gross receipts, profits, lease, service, service use, wage, wage 
withholding, employ-

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                                                               EXHIBIT 10.13

ment, workers compensation, business occupation, occupation, premiums, 
environmental, estimated, excise, employment, sales, use, transfer, license, 
payroll, franchise, severance, stamp, occupation, windfall profits, 
withholding, social security, unemployment, disability, ad valorem, highway 
use, commercial rent, capital stock, paid up capital, recording, registration, 
property, real property gains, value added, business license, custom duties, 
or other tax or governmental fee of any kind whatsoever, imposed or required 
to be withheld by any Tax Authority including any interest, additions to tax, 
or penalties applicable or related thereto.

            'Tax Asset' means any Tax Item that could reduce a Tax, including 
a net operating loss, net capital loss, investment tax credit, foreign tax 
credit, charitable deduction or credit related to alternative minimum tax or 
any other Tax credit.

            'Tax Authority' means a governmental authority or any subdivision, 
agency, commission or authority thereof or any quasi-governmental or private 
body having jurisdiction over the assessment, determination, collection or 
imposition of any Tax (including, without limitation, the Service).

            'Tax Item' means any item of income, gain, loss, deduction or 
credit, or other attribute that may have the effect of increasing or 
decreasing any Tax.

            'Tax Return' means any return, report, certificate, form or 
similar statement or document (including, any related or supporting 
information or schedule attached thereto and any information return, amended 
tax return, claim for refund or declaration of estimated tax) required to be 
supplied to, or filed with, a Tax Authority in connection with the 
determination, assessment or collection of any Tax or the administration of 
any laws, regulations or administrative requirements relating to any Tax. 

            'Tax Saving Amount' has the meaning set forth in Section 6.3(b) of 
this Agreement.

            'Transferred Business' has the meaning set forth in the 
Restructuring Agreement.

            'Transferred Business Company' has the meaning set forth in the 
Restructuring Agreement.

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                                                               EXHIBIT 10.13

            'Treasury Regulation' means the final, temporary and proposed 
income tax regulations promulgated under the Code, as such regulations may be 
amended from time to time (including corresponding provisions of succeeding 
regulations).

Section 2.  Preparation and Filing of Tax Returns.

      2.1.  In General.  (a) DuPont shall have the sole and exclusive 
responsibility for the preparation (except to the extent provided in 
Section 2.2(c) and (d) of this Agreement) and filing of:  (1) all Consolidated 
Returns and (2) all Combined Returns.  Notwithstanding the immediately 
preceding sentence, Conoco shall (subject to Section 2.2(b) of this Agreement) 
be responsible for preparing and filing any Combined Return of Conoco or any 
Conoco Affiliate described in clause (ii) or clause (iii) of the definition of 
'Combined Return.'

            (b) Except as otherwise provided in Section 2.1(a) of this 
Agreement.  Conoco shall have the sole and exclusive responsibility for the 
preparation and filing of all Tax Returns of Conoco and any Conoco Affiliate; 
provided that, if DuPont owns directly or indirectly fifty percent (50%) or 
more of the outstanding stock (by vote or value) of Conoco, Conoco shall, at 
the request of DuPont, submit such Tax Returns to DuPont (no later than 
fifteen (15) business days prior to the due date for the filing of such Tax 
Returns (taking into account applicable extensions) for DuPont's review and 
approval, which approval shall not be unreasonably withheld.

      2.2.  Manner of Preparing and Filing Tax Returns.  (a) All Tax Returns 
filed after the date of this Agreement by DuPont, any DuPont Affiliate, Conoco 
or any Conoco Affiliate shall be (1) prepared in a manner that is consistent 
with (i) Sections 5.1 and 10.3 of this Agreement and (ii) any Ruling 
Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and 
(2) filed on a timely basis (taking into account applicable extensions) by the 
party responsible for such filing under Section 2.1 of this Agreement.

            (b) Subject to Sections 2.2(c) and (d) of this Agreement, DuPont 
shall have the exclusive right, in its sole discretion, with respect to any 
Tax Return described in the first sentence of Section 2.1(a) of this Agreement 
(without regard to which party is responsible for preparing and filing such 
Tax Return) to determine (1) the manner in which such Tax Return shall be 
prepared and filed, including the elections, methods of accounting, positions, 
conventions and  principles of taxation to 

                                      11

 
                                                               EXHIBIT 10.13

be used and the manner in which any Tax Item shall be reported, (2) whether 
any extensions may be requested, (3) the elections that will be made by 
DuPont, any DuPont Affiliate, Conoco, and any Conoco Affiliate on such Tax 
Return, (4) whether any amended Tax Returns shall be filed, (5) whether any 
claims for refund shall be made, (6) whether any refunds shall be paid by way 
of refund or credited against any liability for the related Tax, and 
(7) whether to retain outside firms to prepare or review such Tax Return.

            (c) Conoco shall be responsible for preparing the portions of the 
Consolidated Returns and Combined Returns (including making any related 
elections) that relate exclusively to Conoco or any Conoco Affiliate or the 
Transferred Business.  Conoco shall submit (1) any portions of the Tax Returns 
referred to in the immediately preceding sentence or (2) any Combined Return 
referred to in the last sentence of Section 2.1(a) of this Agreement to  
DuPont at least forty-five (45) business days (or such shorter period as 
agreed to by DuPont) prior to the due date for the filing of such Tax Returns 
(taking into account applicable extensions) for DuPont's review and approval, 
which approval shall not be unreasonably withheld Conoco shall advise DuPont, 
each time that it delivers the portion of a Consolidated Return or Combined 
Return for which it is responsible pursuant to this Section 2.2(c) or any 
Combined Return referred to in the last sentence of Section 2.1(a) of this 
Agreement, that there is substantial authority (within the meaning of 
Section 1.6662-4(d) of the Treasury Regulations) with respect to United States 
federal, state and local Tax Returns or similar appropriate authoritative 
support with respect to any Tax Return other than United States federal, state 
and local Tax Returns for each of the positions set forth on such portion of 
the Tax Return or such Combined Return. 

            (d) Conoco shall have the right to request that DuPont file an 
amended Tax Return or claim for refund relating to the portion of any 
Consolidated Return or Combined Return which Conoco is responsible for 
preparing under Section 2.2(c) of this Agreement or any Tax Item on any other 
Consolidated Return or Combined Return that relates exclusively to the 
Transferred Business.  Conoco shall be responsible for preparing the portion 
of such amended Tax Return or claim for refund relating to the portion of the 
Consolidated Return or Combined Return which Conoco is responsible for 
preparing under Section 2.2(c) of this Agreement or the Tax Item on any other 
Consolidated Return or Combined Return that relates exclusively to the 
Transferred Business.  Conoco shall submit such portion of the amended Tax 
Return or claim for refund to DuPont no later than forty-five (45) business 
days prior to its filing for DuPont's review and approval, which approval 
shall not be unreasonably withheld.

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                                                               EXHIBIT 10.13

      2.3.  Agent.  Subject to the other applicable provisions of this 
Agreement, Conoco hereby irrevocably designates, and agrees to cause each 
Conoco Affiliate to so designate, DuPont as its sold and exclusive agent and 
attorney-in-fact to take such action (including execution of documents) as 
DuPont, in its sold discretion, may deem appropriate in any and all matters 
(including Audits) relating to any Tax Return described in Section 2.1(a) of 
this Agreement.

Section 3.  Payment of Taxes to Tax Authorities.

      3.1.  Federal Income Taxes.  DuPont shall pay (or cause to be paid) to 
the Service all Federal Income Taxes with respect to any Consolidated Return 
due and payable for all Pre-Deconsolidation Periods.

      3.2.  Non-Federal Combined Taxes.  DuPont shall pay (or cause to be 
paid) to the appropriate Tax Authorities all Non-Federal Combined Taxes with 
respect to any Combined Return due and payable for all Pre-Deconsolidation 
Periods; provided that, with respect to those Tax Returns described in clauses 
(ii) and (iii) of the definition of 'Combined Return,' DuPont shall pay (or 
cause to be paid) to the appropriate Tax Authorities all Taxes due with 
respect to any Tax Return of DuPont (or any DuPont Affiliate) and Conoco shall 
pay (or cause to be paid) to the appropriate Tax Authorities all Taxes due 
with respect to any Tax Return of Conoco (or any Conoco Affiliate).

      3.3.  Non-Federal Separate Taxes.  Conoco shall pay (or cause to be 
paid) to the appropriate Tax Authorities all Non-Federal Separate Taxes of 
Conoco or any Conoco Affiliate.

      3.4.  Other Federal Taxes.  The parties shall each pay (or cause to be 
paid) to the appropriate Tax Authorities all of their respective Federal Taxes 
(excluding Federal Income Taxes for Pre-Deconsolidation Periods which are 
governed by Section 3.1 of this Agreement).

Section 4.  Allocation of Taxes.

      4.1.  Conoco Liability for Federal Income Taxes and Non-Federal Combined 
Taxes.  For each Pre-Deconsolidation Period, Conoco shall be liable for and 
shall pay to DuPont an amount equal to the sum of the Conoco Group Federal 

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                                                               EXHIBIT 10.13

Income Tax Liability and the Conoco Group Combined Tax Liability for such 
taxable period.

      4.2.  Conoco Group Federal Income Tax Liability.  With respect to each 
Pre-Deconsolidation Period beginning after December 31, 1997 (including the 
Straddle Period), the Conoco Group Federal Income Tax liability for such 
taxable period shall be the Conoco Group's liability for Federal Income Taxes 
for such taxable period, as determined on a Pro Forma Conoco Group 
Consolidated Return prepared:

            (a) on a basis consistent with the preparation of the Consolidated 
Return for such period (including whether regular Tax or federal alternative 
minimum Tax applies with respect to the Consolidated Return), determined by 
including only Tax Items of members of the Conoco Group which are included in 
the Consolidated Return and by allocating Tax Assets to the Conoco Group to 
the extent that the Tax Asset was created by a member of the Conoco Group and 
such Tax Asset was actually utilized on the relevant Consolidated Return, and

            (b) applying the highest statutory marginal corporate income Tax 
rate in effect for such taxable period (or portion thereof); provided that, in 
the event that the federal alternative minimum Tax applies to the Consolidated 
Return, the Conoco Group Federal Income Tax Liability shall equal the lesser 
of (i) the alternative minimum Tax liability with respect to the Consolidated 
Return that would result by including only Tax Items and Tax Assets of members 
of the Conoco Group included in the Consolidated Return or (ii) the aggregate 
Tax liability payable with respect to such Consolidated Return.

      4.3.  Conoco Group Combined Tax Liability.  With respect to any 
Pre-Deconsolidation Period beginning after December 31, 1997, the Conoco Group 
Combined Tax Liability shall be the sum for such taxable period of the Conoco 
Group's liability for each Non-Federal Combined Tax, as determined on 
Pro Forma Conoco Group Combined Returns prepared in a manner consistent with 
the principles and procedures set forth in Section 4.2 hereof.  The Pro Forma 
Conoco Group Combined Returns relating to Tax Returns described in clauses 
(ii) and (iii) of the definition of 'Combined Return' shall be prepared by 
including only Tax Items and Tax Assets relating to arising from the 
Transferred Business.

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                                                               EXHIBIT 10.13

      4.4.  Cooperation.  (a) DuPont and Conoco shall prepare jointly any 
Pro Forma Group Consolidated Returns and Pro Forma Conoco Group Combined 
Returns.  DuPont and Conoco agree to cooperate in good faith in connection 
with the preparation of such pro forma tax returns and agree to make 
reasonably available any documents, information or employees in connection 
therewith.

            (b) The Pro Forma Conoco Group Consolidated Returns and Pro Forma 
Conoco Group Combined Returns shall be completed no later than sixty (60) 
business days following the date on which the related Consolidated Return or 
Combined Return, as the case may be, is filed with the appropriate Tax 
Authority.  Any disputes relating to the reporting of any Tax Item on the 
pro forma tax returns that have not been resolved within the sixty (60) 
business day period referred to in the immediately preceding paragraph shall 
be referred to the Independent Firm, in accordance with the principles and 
procedures set forth in Section 8 of this Agreement.

      4.5.  Tax Sharing Installment Payments.  (a) Federal Income Taxes.  Not 
later than two (2) business days prior to each Estimated Tax Installment Date 
with respect to any Pre-Deconsolidation Period, the parties shall, consistent 
with past practice, determine under the principles of Section 6655 of the Code 
the estimated amount of the related installment of the Conoco Group Federal 
Income Tax Liability.  Conoco shall pay to DuPont no later than five (5) 
business days after such Estimated Tax Installment Date the amount thus 
determined.  The parties acknowledge and agree that, for purposes of this 
Section 4.5(a), Conoco has paid to DuPont $78,937,000 as of the date hereof, 
with respect to the taxable period beginning January 1, 1998. 

            (b) Non-Federal Combined Taxes.  (1) DuPont Tax Returns.  DuPont 
shall, in connection with any installment payment (payable with respect to any 
Combined Return prepared and filed by DuPont) with respect to Non-Federal 
Combined Taxes for any Pre-Deconsolidation Period, consistent with past 
practice, determine the estimated amount of the related installment of the 
Conoco Group Combined Tax Liability.  Within the first ten (10) business days 
of any month, DuPont may provide Conoco with a written statement setting forth 
amounts owned by Conoco in connection with any installment payments with 
respect to Non-Federal Combined Taxes made by DuPont for the immediately 
preceding month and any other month for which a statement has not previously 
been provided by DuPont.  Conoco shall pay the amounts set forth on any 
statement within seven (7) business days following the receipt of such 
statement.  The parties acknowledge and agree

                                      15

 
                                                               EXHIBIT 10.13

that, for purposes of this Section 4.5(b)(1), Conoco has paid to DuPont 
$16,000,000 in the aggregate as of the date hereof, with respect to the 
taxable period beginning January 1, 1998.

                (2) Conoco Tax Returns.  Conoco shall, in connection with any 
installment payment (payable with respect to any Combined Return prepared and 
filed by Conoco) with respect to Non-Federal Combined Taxes for any 
Pre-Deconsolidation Period, consistent with past practice, determine the 
estimated amount of the related installment of the Conoco Group Combined Tax 
Liability.  Within the first ten (10) business days of any month, Conoco may 
provide DuPont with a written statement setting forth amounts owned by DuPont 
in connection with any installment payments with respect to Non-Federal 
Combined Taxes made by Conoco for the immediately preceding month and any 
other month for which a statement has not previously been provided by Conoco.  
The amount payable by DuPont pursuant to the immediately preceding sentence 
shall equal the aggregate amount of the installment payment made by Conoco 
less the estimated amount of the Conoco Group Combined Tax Liability related 
to such installment as determined in the first sentence of this 
Section 4.5(b)(2).  DuPont shall pay the amounts set forth on any statement 
within seven (7) business days following the receipt of such statement.

      4.6.  Tax Sharing True-Up Payments.  (a) Federal Income Taxes.  Not 
later than fifteen (15) business days following the completion of any 
Pro Forma Conoco Group Consolidated Return, Conoco shall pay to DuPont, or 
DuPont shall pay to Conoco, as appropriate, an amount equal to the difference, 
if any, between the Conoco Group Federal Income Tax Liability for the 
Pre-Deconsolidation Period and the aggregate amount paid by Conoco with 
respect to such period under Section 4.5(a) of this Agreement.

            (b) Non-Federal Combined Taxes.  Not later than fifteen (15) 
business days following the completion of any Pro Forma Conoco Group Combined 
Return, Conoco shall pay to DuPont, or DuPont shall pay to Conoco, as 
appropriate, an amount equal to the difference, if any, between the Conoco 
Group Combined Tax Liability for the Pre-Deconsolidation Period and the 
amounts paid by Conoco with respect to such period under Sections 4.5(b)(1) 
and (2) of this Agreement.  For purposes of this Section 4.6(b), the amounts 
paid by Conoco under (i) Section 4.5(b)(1) shall be the amounts paid to DuPont 
and (ii) Section 4.5(b)(2) shall be the amounts paid to the relevant Tax 
Authority less any amounts received from DuPont.

                                      16

 
                                                               EXHIBIT 10.13

      4.7.  Redetermination Amounts.  (a) Pre-Deconsolidation Periods 
Beginning After December 31, 1997.  For any Pre-Deconsolidation Period 
beginning after December 31, 1997, in the event of a redetermination of any 
Tax Item of any member of a Consolidated Group or Combined Group as a result 
of a Final Determination, the filing of a Tax refund claim or the filing of an 
amended Tax Return pursuant to which Taxes are paid to a Tax Authority or a 
refund of Taxes is received from a Tax Authority, DuPont and Conoco shall 
prepare jointly, in accordance with the principles and procedures set forth in 
this Section 4, revised Pro Forma Conoco Group Consolidated Returns and/or 
revised Pro Forma Conoco Group Combined Returns, as appropriate, to reflect 
the redetermination of such Tax Item as a result of such Final Determination, 
filing of a Tax refund claim or filing of an amended Tax Return.  Following 
the preparation of such revised pro forma tax returns, Conoco's payment 
obligations under Sections 4.1 and 4.6 hereof shall be redetermined.

            (b) Pre-Deconsolidation Periods Beginning On or Before 
December 31, 1997.  For any Pre-Deconsolidation Period beginning on or before 
December 31, 1997, in the event of a redetermination of any Tax Item of any 
member of a Consolidated Group or Combined Group as a result of a Final 
Determination, the filing of a Tax refund claim or the filing of an amended 
Tax Return pursuant to which Taxes are paid to a Tax Authority or a refund of 
Taxes is received from a Tax Authority, DuPont and Conoco shall prepare 
jointly, in accordance with the principles and procedures set forth in this 
Section 4, Pro Forma Conoco Group Combined Returns, as appropriate, both 
without regard to the redetermined Tax item and with regard to the 
redetermined Tax Item.  Conoco shall pay to DuPont the amount by which the Tax 
liability reflected on the pro forma tax return with regard to the 
redetermined Tax Item exceeds the Tax liability reflected on the pro forma tax 
return without regard to the redetermined Tax Item, and DuPont shall pay to 
Conoco the amount by which the Tax liability reflected on the pro forma tax 
return without regard to the redetermined Tax Item exceeds the Tax liability 
reflected on the pro forma tax return with regard to the redetermined Tax 
Item.

      4.8.  Payment of Taxes for Post-Deconsolidation Periods.  Except as 
otherwise provided in this Agreement, DuPont shall pay or cause to be paid all 
Taxes and shall be entitled to receive and retain all refunds of Taxes with 
respect to Tax Returns relating to Post-Deconsolidation Periods for which 
DuPont has filing responsibility, including under this Agreement.  Except as 
otherwise provided in this Agreement, Conoco shall pay or cause to be paid all 
Taxes and shall be entitled to 

                                      17

 
                                                               EXHIBIT 10.13

receive and retain all refunds of Taxes with respect to Tax Returns relating 
to Post-Deconsolidation Periods for which Conoco has filing responsibility, 
including under this Agreement.

Section 5.  Tax Attributes.

      5.1.  Allocation of Tax Items.  (a) In General.  All Tax computations 
for (i) any Pre-Deconsolidation Period ending on a Deconsolidation Date, 
(ii) the immediately following taxable period of Conoco or any Conoco 
Affiliate and (iii) any Straddle Period, shall be made pursuant to the 
principles of Section 1.1502-76(b) of the Treasury Regulations or of a 
corresponding provision under the laws of other jurisdictions and, to the 
extent possible, in a manner consistent with the principles set forth in 
Section 4.2(a) of this Agreement.

            (b) Reattribution.  In the event of a Deconsolidation, DuPont may, 
at its option, elect to reattribute to itself certain Tax Items of the Conoco 
Group pursuant to Section 1.1502-20(g) of the Treasury Regulations.  If DuPont 
makes such election, Conoco shall comply with the requirements of 
Section 1.1502-20(g)(5) of the Treasury Regulations.

      5.2.  Post-Deconsolidation.  To the extent permitted by applicable law, 
following any Deconsolidation, the relevant Tax Assets with respect to the 
Consolidated Group or Combined Group, as the case may be, shall be allocated 
to the corporation or entity that created or generated the Tax Asset.

Section 6.  Additional Obligations.

      6.1.  Provision of Information and Mutual Cooperation.  (a) DuPont and 
Conoco shall, and shall cause their respective affiliates to, (1) furnish to 
the other in a timely manner such information, documents and other materials 
as the other may reasonably request for purposes of (i) preparing any Tax 
Return (or pro forma Tax return prepared in accordance with Section 4 hereof) 
or portion thereof for which the other has responsibility for preparing under 
this Agreement, (ii) contesting or defending any Audit, and (iii) making any 
determination or computation necessary or appropriate under this Agreement, 
(2) make its employees available to the other to provide explanations of 
documents and materials and such other information as the other may reasonably 
request in connection with any of the matters described in subclauses (i), 
(ii) and (iii) of clause (1) above, (3) reasonably cooperate in connection 
with any Audit.

                                      18

 
                                                               EXHIBIT 10.13

            (b) DuPont and Conoco shall, and shall cause their respective 
affiliates to, retain and provide on reasonable demand books, records, 
documentation or other information relating to any Tax Return or Audit, with 
respect to any taxable period in which DuPont owns, directly or indirectly, 
50% or more (by vote or value) of the outstanding stock of Conoco, until the 
later of (i) the expiration of the applicable statute of limitations (after 
giving effect to any extension, waiver, or mitigation thereof) and (ii) in the 
event any claim is made under this Agreement or by any Tax Authority for which 
such information is relevant, until a Final Determination is reached with 
respect to such claim.  Notwithstanding anything to the contrary included in 
this Agreement, the parties will comply in all respects with the requirements 
of any applicable record retention agreement with the Service or other Tax 
Authority.

            (c) Notwithstanding any other provision of this Agreement, no 
member of the DuPont Group shall be required to provide Conoco or any Conoco 
Affiliate access to or copies of (1) any Tax information that relates 
exclusively to any member of the DuPont Group, (2) any Tax information as to 
which any member of the DuPont Group is entitled to assert the protection of 
any Privilege, or (3) any Tax information as to which any member of the DuPont 
Group is subject to an obligation to maintain the confidentiality of such 
information.  DuPont shall use reasonable efforts to separate any such 
information from any other information to which Conoco is entitled to access 
or to which Conoco is entitled to copy under this Agreement, to the extent 
consistent with preserving its rights under this Section 6.1(c).

            (d) Notwithstanding any other provision of this Agreement, with 
respect to Tax information that relates to any taxable period in which Conoco 
is no longer included in the Consolidated Group of which DuPont is the common 
parent and no Combined Return is filed, no member of the Conoco Group shall be 
required to provide DuPont or any DuPont Affiliate access to or copies of 
(1) any Tax information as to which any member of the Conoco Group is entitled 
to assert the protection of any Privilege or (2) any Tax information as to 
which any member of the Conoco Group is subject to an obligation to maintain 
the confidentiality of such information.  Conoco shall use reasonable efforts 
to separate any such information from any other information to which DuPont is 
entitled to access or to which DuPont is entitled to copy under this 
Agreement, to the extent consistent with preserving its rights under this 
Section 6.1(d).

                                      19

 
                                                               EXHIBIT 10.13

            (e) DuPont agrees to notify Conoco in writing within 15 days of 
any sale by DuPont or any DuPont Affiliate of stock of Conoco following the 
IPO.

      6.2.  Indemnification.  (a) Failure to Pay.  DuPont and each DuPont 
Affiliate shall jointly and severally indemnify Conoco, each Conoco Affiliate 
and their respective directors, officers and employees, and hold them harmless 
from and against any Tax or Loss that is attributable to, or results from the 
failure of DuPont or any DuPont Affiliate to make any payment required to be 
made under this Agreement.  Conoco and each Conoco Affiliate shall jointly and 
severally indemnify DuPont, each DuPont Affiliate and their respective 
directors, officers and employees, and hold them harmless from and against any 
Tax or Loss that is attributable to, or results from, the failure of Conoco or 
any Conoco Affiliate to make any payment required to be made under this 
Agreement.     

            (b) Inaccurate or Incomplete Information.  DuPont and each DuPont 
Affiliate shall jointly and severally indemnify Conoco, each Conoco Affiliate 
and their respective directors, officers and employees, and hold them harmless 
from and against any Tax or Loss attributable to the negligence of DuPont or 
any DuPont Affiliate in supplying Conoco or any Conoco Affiliate with 
inaccurate or incomplete information, in connection with the preparation of 
any Tax Return or any Audit.  Conoco and each Conoco Affiliate shall jointly 
and severally indemnify DuPont, each DuPont Affiliate and their respective 
directors, officers and employees, and hold them harmless from and against any 
Tax or Loss attributable to the negligence of Conoco or any Conoco Affiliate 
in supplying DuPont or any DuPont Affiliate with inaccurate or incomplete 
information, in connection with the preparation of any Tax Return or any 
Audit.

      6.3   Tax Consequences of Payments.  (a) Tax Characterization of 
Payments.  For all Tax purposes and notwithstanding any other provision of 
this Agreement, to the extent permitted by applicable law, the parties hereto 
shall treat any payment made pursuant to this Agreement (other than any 
payment made in satisfaction of an intercompany obligation) as a capital 
contribution or dividend distribution, as the case may be, immediately prior 
to the Effective Date and, accordingly, as not includible in the taxable 
income of the recipient.  If, as a result of a Final Determination, it is 
determined that the receipt or accrual of any payment made under this 
Agreement is taxable to the Indemnitee (as defined in Section 6.3(b) of this 
Agreement), the Indemnitor (as defined in Section 6.3(b) of this Agreement) 
shall pay to the Indemnitee an amount equal to any increase in the Income 
Taxes of

                                      20

 
                                                               EXHIBIT 10.13

the Indemnitee as a result of receiving the payment from the Indemnitor 
(grossed up to take into account such payment, if applicable).

            (b) Adjustments to Payments.  Any party that has received a 
payment ('Indemnitee') under this Agreement from another party ('Indemnitor') 
with respect to any Losses or Taxes suffered or incurred by the Indemnitee 
('Indemnified Loss') shall pay to such Indemnitor an amount equal to any 'Tax 
Saving Amount' realized by the Indemnitee promptly upon its receipt.  For 
purposes of this Section 6.3(b), the Tax Saving Amount shall equal the amount 
by which the Income Taxes of the Indemnitee or any of its affiliates are 
reduced (including, without limitation, through the receipt of a refund, 
credit or otherwise), plus any related interest received from a Tax Authority, 
as a result of claiming as a deduction or offset on any relevant Tax Return 
amounts attributable to an Indemnified Loss (the 'Indemnifiable Loss 
Deduction.')

            (c) Reporting of Indemnifiable Loss.  In the event that an 
Indemnitee incurs an Indemnified Loss, such Indemnitee shall claim as a 
deduction or offset on any relevant Tax Return (including, without limitation, 
any claim for refund) such Indemnified Loss to the extent such position is 
supported by 'substantial authority' (within the meaning of 
Section 1.6662-4(d) of the Treasury Regulations) with respect to United States 
federal, state and local Tax Returns or has similar appropriate authoritative 
support with respect to any Tax Return other than United States federal, state 
and local Tax Returns.  The Indemnitee shall have primary responsibility for 
the preparation of its Tax Returns and reporting thereon such Indemnifiable 
Loss Deduction, provided, that the Indemnitee shall consult with, and provide 
the Indemnitor with a reasonable opportunity to review and comment on the 
portion of the Indemnitee's Tax Return relating to the Indemnified Loss.  If a 
dispute arises between the Indemnitee and the Indemnitor as to whether there 
is 'substantial authority' (with respect to United States federal, state and 
local Tax Returns) or similar appropriate authoritative support (with respect 
to any Tax Return other than United States federal, state and local Tax 
Returns) for the claiming of an Indemnifiable Loss Deduction, such dispute 
shall be resolved in accordance with the principles and procedures set forth 
in Section 8 of this Agreement.  Both DuPont and Conoco shall act in good 
faith to coordinate their Tax Return filing positions with respect to the 
taxable periods that include an Indemnifiable Loss Deduction.  There shall be 
an adjustment to any Tax Saving Amount calculated under Section 6.3(b) hereof 
in the event of an Audit which results in a Final Determination that increases 
or decreases the amount of the Indemnifiable Loss Deduction reported on any 
relevant Tax Return of the Indemnitee.  The Indemnitee shall promptly inform 
the 

                                      21

 
                                                               EXHIBIT 10.13

Indemnifying Party of any such Audit and shall attempt in good faith to 
sustain the Indemnifiable Loss Deduction at issue in the Audit.  Upon 
receiving a written notice of a Final Determination in respect of an 
Indemnifiable Loss Deduction, the Indemnitee shall redetermine the Tax Saving 
Amount attributable to the Indemnifiable Loss Deduction under Section 6.3(b) 
hereof, taking into account the Final Determination (the 'Restated Tax Saving 
Amount').  If the Restated Tax Saving Amount is greater than the Tax Saving 
Amount, the Indemnitee shall promptly pay the Indemnitor an amount equal to 
the difference between such amounts.  If the Restated Tax Saving Amount is 
less than the Tax Saving Amount, then the Indemnitor shall promptly pay the 
Indemnitee an amount equal to the difference between such amounts.

      6.4.  Interest.  Payments pursuant to this Agreement that are not made 
within the period prescribed in this Agreement or, if no period is prescribed, 
within fifteen (15) business days after demand for payment is made (the 
'Payment Period') shall bear interest for the period from and including the 
date immediately following the last date of the Payment Period through and 
including the date of payment (the 'Interest Accrual Period') at a per annum 
rate equal to the long-term applicable federal rate ('AFR') in effect on the 
last day of such Payment Period, plus 200 basis points.  Such interest will be 
payable at the same time as the payment to which it relates and shall be 
calculated on the basis of a year of 365 days and the actual number of days 
for which due.

Section 7.  Audits.

      7.1.  In General.  (a) Subject to Section 7.1(b) of this Agreement, 
DuPont shall have the exclusive right, in its sold discretion, to control, 
contest, and represent the interests of DuPont, any DuPont Affiliate, Conoco 
or any Conoco Affiliate in any Audit relating to any Tax Return described in 
Section 2.1(a) of this Agreement and to resolve, settle or agree to any 
deficiency, claim or adjustment proposed, asserted or assessed in connection 
with or as a result of an such Audit.  DuPont's rights shall extend to any 
matter pertaining to the management and control of an Audit, including, 
without limitation, execution of waivers, choice of forum, scheduling of 
conferences and the resolution of any Tax Item.

            (b) Conoco shall have the right to control, contest and represent 
the interest of Conoco or any Conoco Affiliate in any Audit relating directly 
to any Tax Item included on the portion of any Consolidated Return or Combined 
Return which Conoco is responsible for preparing pursuant to Section 2.2(c) of 
this Agree-

                                      22

 
                                                               EXHIBIT 10.13

ment and to resolve, settle or agree to any deficiency, claim or adjustment 
proposed, asserted or assessed in connection with or as a result of such 
Audit; provided that, the entering into of any such resolution, settlement or 
agreement or any decision in connection with (including the entering into of) 
any judicial or administrative proceeding relating to Taxes shall be subject 
to the review and approval of DuPont, which approval shall not be unreasonably 
withheld.

            (c) Conoco shall have the exclusive right, in its sold discretion, 
to control, contest, and represent the interests of Conoco or any Conoco 
Affiliate in any Audit relating to any Tax Return described in Section 2.1(b) 
of this Agreement and to resolve, settle, or agree to any deficiency, claim or 
adjustment proposed, asserted or assessed in connection with or as a result of 
any such Audit; provided that, so long as DuPont owns fifty percent (50%) or 
more of the outstanding stock (by vote or value) of Conoco, the entering into 
of any such resolution, settlement or agreement or any decision in connection 
with (including the entering into of) any judicial or administrative 
proceeding relating to Taxes shall be subject to DuPont's review and approval, 
which approval shall not be unreasonably withheld.

      7.2.  Notice.  If DuPont or any member of the DuPont Group receives 
written notice of, or relating to, an Audit from a Tax Authority that asserts, 
proposes or recommends a deficiency, claim or adjustment that, is sustained, 
would result in the redetermination of a Tax Item of a member of the Conoco 
Group, DuPont shall promptly provide a copy of such notice to Conoco (but in 
no event later than ten (10) business days following the receipt of such 
notice).  If Conoco or any member of the Conoco Group receives written notice 
of, or relating to, an Audit from a Tax Authority with respect to a Tax Return 
described in Section 2.1(a) of this Agreement, Conoco shall promptly provide a 
copy of such notice to DuPont (but in no event later than ten (10) business 
days following the receipt of such notice).

      7.3.  Failure to Notify.  The failure of DuPont or Conoco to notify the 
other of any matter relating to a particular Tax for a taxable period or to 
take any action specified in this Agreement shall not relieve such other party 
of any liability and/or obligation which it may have under this Agreement with 
respect to such Tax for such taxable period except to the extent that such 
other party's rights hereunder are materially prejudiced by such failure.

      7.4.  Remedies.  Conoco agrees that no claim against DuPont and no 
defense to Conoco's liabilities to DuPont under this Agreement shall arise 
from 

                                      23

 
                                                               EXHIBIT 10.13

the resolution by DuPont of any deficiency, claim or adjustment relating to 
the redetermination of any Tax Item of DuPont or a DuPont Affiliate.

Section 8.  Dispute Resolution.  In the event that DuPont, on the one hand, 
and Conoco, on the other hand, disagree as to the amount or calculation of any 
payment to be made under this Agreement, or the interpretation or application 
of any provision under this Agreement, the parties shall attempt in good faith 
to resolve such dispute.  If such dispute is not resolved within sixty (60) 
business days following the commencement of the dispute, DuPont and Conoco 
shall jointly retain a tax attorney that is a member of a nationally 
recognized law firm or 'big five' accounting firm, which firm is independent 
of both parties (the 'Independent Firm'), to resolve the dispute.  The 
Independent Firm shall act as an arbitrator to resolve all points of 
disagreement and its decision shall be final and binding upon all parties 
involved.  Following the decision of the Independent Firm, DuPont and Conoco 
shall each take or cause to be taken any action necessary to implement the 
decision of the Independent Firm.  The fees and expenses relating to the 
Independent Firm shall be borne equally by DuPont and Conoco.

Section 9.  IPO.

      9.1.  IPO Related Items.  (a) Liability for IPO Restructuring Taxes, 
Deconsolidation Taxes and Other Foreign Restructuring Taxes.  Notwithstanding 
any other provision of this Agreement (other than Section 9.1(b) (hereof), 
DuPont shall be responsible for the payment of, and shall indemnify and hold 
Conoco harmless from and against, any IPO Restructuring Taxes, Deconsolidation 
Taxes or Other Foreign Restructuring Taxes.

            (b) Liability for Undertaking Certain Actions.  Notwithstanding 
section 9.1(a) of this Agreement, Conoco and each Conoco Affiliate shall be 
jointly and severally responsible for, and shall indemnify and hold DuPont 
harmless from and against, any IPO Restructuring Taxes that are attributable 
to, or result from, (i) any action taken by Conoco or any Conoco Affiliate 
that was not contemplated by the parties in connection with the IPO 
Restructuring (including, without limitation, by taking any action not 
contemplated in connection with obtaining a ruling from any Tax Authority) or 
(ii) the failure by Conoco or any Conoco Affiliate to take any action that 
Conoco is responsible for taking under this Agreement, the Restructuring 
Agreement or any other agreement related to the IPO Restructuring or the IPO 
(including, without limitation, by failing to make an election or enter into a 
transaction specifically required in connection with obtaining a ruling from 
any Tax 

                                      24

 
                                                               EXHIBIT 10.13

Authority).  Each of the parties hereto agrees to act in good faith and 
without negligence in connection with the Tax reporting of and all other 
aspects related to the Tax consequences of the IPO Restructuring, any 
Deconsolidation and any Secondary Restructuring and shall be responsible for 
any Taxes or Losses arising from any failure to action good faith or any 
negligent act or omission with respect thereto.

      9.2.  Tax Reporting of IPO Related Items.  (a) IPO Restructuring Taxes.  
Any Tax Return (or portion thereof) that includes any Tax Item resulting from 
the IPO Restructuring shall be prepared and filed by the party responsible for 
preparing and filing such Tax Return (under Sections 2.1 and 2.2 of this 
Agreement); provided that, notwithstanding any other provision of this 
Agreement, if Conoco is the party responsible for preparing any such Tax 
Return (or portion thereof) (each a 'Conoco IPO Tax Return'), Conoco shall 
provide to DuPont, no later than twenty (20) business days following the 
Effective Date, a written list of those Conoco IPO Tax Returns that Conoco 
reasonably believes could result in the imposition of a Tax liability of more 
than $10,000 for which DuPont will be responsible pursuant to this Section 9.  
Within twenty (20) business days following the receipt of such list, DuPont 
shall provide a written list to Conoco of those Conoco IPO Tax Returns that 
DuPont wishes to review.  Conoco shall provide any such Conoco IPO Tax Returns 
(or portions thereof) to DuPont (no later than forty-five (45) business days 
(or such shorter period as agreed to by DuPont) prior to the due date for the 
filing of such Tax Return (taking into account applicable extensions), for 
DuPont's review and approval, which approval, to the extent it relates to any 
Tax Item resulting from, or arising out of, the IPO Restructuring may be 
withheld by DuPont in its sole discretion and any such Tax Item shall be 
reported as determined by DuPont in its sole discretion (so long as such 
reporting position is supported by 'substantial authority' (within the meaning 
of Section 1.6662-4(d) of the Treasury Regulations) with respect to United 
States federal, state and local Tax Returns or has similar appropriate 
authoritative support with respect to any Tax Return other than United States 
federal, state and local Tax Returns).  In the event that the time periods 
provided in this Section 9.2(a) would not provide DuPont with a reasonable 
period of time within which to review any such Conoco IPO Tax Returns prior to 
the filing of such Tax Return, then the parties shall cooperate in order that 
DuPont may participate in the preparation of such Tax Return and have the 
rights otherwise provided in this Section 9.2(a).

            (b) Deconsolidation Taxes and Other Foreign Restructuring Taxes.  
Any Tax Return (or portion thereof) that includes any Tax Item relating to any 
Deconsolidation (to the extent resulting in Deconsolidation Taxes) or 
Secondary

                                      25

 
                                                               EXHIBIT 10.13

Restructuring (to the extent resulting in Other Foreign Restructuring Taxes) 
shall be prepared and filed by the party responsible for preparing and filing 
such Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that, 
notwithstanding any other provision of this Agreement, if Conoco is the party 
responsible for preparing any such Tax Return (or portion thereof) (each a 
'Conoco Restructuring tax Return'), Conoco shall provide any such Conoco 
Restructuring Tax Return (or portion thereof) to DuPont (no later than 
forty-five (45) business days (or such shorter period as agreed to by DuPont) 
prior to the due date for the filing of such Tax Return (taking into account 
applicable extensions), for DuPont's review and approval, which approval, to 
the extent it relates to any Tax Item relating to any Deconsolidation (to the 
extent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the 
extent resulting in Other Foreign Restructuring Taxes), may be withheld by 
DuPont in its sole discretion and any such Tax Item shall be reported as 
determined by DuPont in its sole discretion (so long as such reporting 
position is supported by 'Substantial authority' (within the meaning of 
Section 1.6662-4(d) of the Treasury Regulations) with respect to United States 
federal, state and local Tax Returns or has similar appropriate authoritative 
support with respect to any Tax Return other than United States federal, state 
and local Tax Returns). 

      9.3.  Audits Relating to IPO Restructuring.  Notwithstanding any other 
provision of this Agreement, DuPont shall have the exclusive right, in its 
sole discretion, to control, contest, and represent the interests of DuPont, 
any DuPont Affiliate, Conoco or any Conoco Affiliate in any Audit with respect 
to Tax Items related to the IPO Restructuring, Deconsolidation (to the extent 
resulting in Deconsolidation Taxes) or Secondary Restructuring (to the extent 
resulting in Other Foreign Restructuring Taxes), and to resolve, settle or 
agree to any deficiency, claim or adjustment proposed, asserted or assessed in 
connection with or as a result of any such Audit.  DuPont's rights shall 
extend to any matter pertaining to the management and control of an Audit, 
including execution of waivers, choice of forum, scheduling of conferences and 
the resolution of any Tax Item.

      9.4.  Provision of Information and Mutual Cooperation.  (a) In General.  
In addition to the parties' respective obligations under Section 6.1 of this 
Agreement, DuPont and Conoco shall, and shall cause their respective 
Affiliates to, cooperate with respect to all aspects of the IPO Restructuring 
including, without limitation, by (1) furnishing to the other in a timely 
manner such information, documents and other materials as the other may 
reasonably request for purposes of (i) preparing any Tax Return that includes 
Tax Items relating to or arising from the IPO Restructuring and 
(ii) contesting or defending any Audit with respect to Tax

                                      26

 
                                                               EXHIBIT 10.13

Items relating to or arising from the IPO Restructuring and (2) make its 
employees available to the other to provide explanations of documents and 
materials and such other information as the other may reasonably request in 
connection with any of the matters described in subclauses (i) and (ii) of 
clause (1) above.

            (b) Certain IPO Restructuring Final Determinations.  If, as a 
result of any Final Determination, a party that sells assets ('Asset Seller') 
as part of the IPO Restructuring recognizes additional income or gain in 
connection with such asset sale (as a result of transfer pricing or other 
similar issues) and the party that purchases such assets ('Asset Purchaser') 
is entitled to additional future Tax benefits (including, without limitation, 
in the form of increased future depreciation or amortization deductions) only 
if such party makes an additional payment to the Asset Seller, then the 
parties shall use their best efforts to ensure that the Asset Purchaser 
obtains such additional Tax benefits without modifying the economic 
arrangement between the parties, which is that the Asset Seller is not 
entitled to additional proceeds from the Asset Purchaser in connection with 
the transaction, other than pursuant to Section 9.1 of this Agreement.

Section 10. Spinoff

     10.1.  Spinoff Related Items.  (a) Restrictions on Certain 
Post-Distribution Actions.  (1) Conoco Restrictions.  Conoco agrees that it 
will not take or fail to take, or permit any Conoco Affiliate to take or fail 
to take, any action where such action or failure to act would be inconsistent 
with any material, information, covenant or representation in the Ruling 
Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling.

                (2) DuPont Restrictions.  DuPont agrees that it will not take 
or fail to take, or permit any DuPont Affiliate to take or fail to take, any 
action where such action or failure to act would be inconsistent with any 
material, information, covenant or representation in the Ruling Documents, 
Supplemental Ruling Documents, Ruling or Supplemental Ruling.

            (b) Liability for Undertaking Certain Actions.  (1) Conoco 
Liability.  Conoco and each Conoco Affiliate shall be responsible for one 
hundred percent (100%) of any Spinoff Restructuring Taxes that are 
attributable to, or result from, any act or failure to act described in 
Section 10.1(a)(1) of this Agreement by Conoco or any Conoco Affiliate shall 
jointly and severally indemnify DuPont, each DuPont Affiliate and their 
directors, officers and

                                      27

 
                                                               EXHIBIT 10.13

employees and hold them harmless from and against any such Spinoff 
Restructuring Taxes.

                (2) DuPont Liability.  DuPont and each DuPont Affiliate shall 
be responsible for one hundred percent (100%) of any Spinoff Restructuring 
Taxes that are attributable to, or result from, any act or failure to act 
described in Section 10.1(a)(2) of this Agreement by DuPont or any DuPont 
Affiliate.  DuPont and each DuPont Affiliate shall jointly and severally 
indemnify Conoco, each Conoco Affiliate and their directors, officers and 
employees and hold them harmless from and against any such Spinoff 
Restructuring Taxes.

            (c) Participation Rights.  DuPont shall have the right to obtain a 
Ruling or Supplemental Ruling in its sole and exclusive discretion.  If DuPont 
determines to obtain a Ruling or a Supplemental Ruling, Conoco shall cooperate 
with DuPont and take any and all actions reasonably requested by DuPont in 
connection with obtaining the Ruling or Supplemental Ruling (including, 
without limitation, by making any representation or covenant or providing any 
materials or information requested by any Tax Authority; provided that, Conoco 
shall not be required to make any representation or covenant that is 
inconsistent with historical facts or as to future matters or events over 
which it has no control).  In connection with obtaining a Ruling or 
Supplemental Ruling, (i) DuPont shall cooperate with and keep Conoco informed 
in a timely manner of all material actions taken or proposed to be taken by 
DuPont in connection therewith; (ii) DuPont shall (A) reasonably in advance of 
the submission of any Ruling Documents or Supplemental Ruling Documents, 
provide Conoco with a draft copy thereof, (B) reasonably consider Conoco's 
comments on such draft copy, and (C) provide Conoco with a final copy; and 
(iii) DuPont shall provide Conoco with notice reasonably in advance of, and 
Conoco shall have the right to attend, any formally scheduled meetings with 
any Tax Authority (subject to the approval of the Tax Authority) that relate 
to such Ruling or Supplemental Ruling.

            (d) Supplemental Rulings.  (1) Conoco's Request.  DuPont agrees 
that at the reasonable request of Conoco, DuPont shall cooperate with Conoco 
and use its reasonable best efforts to seek to obtain, as expeditiously as 
possible, a Supplemental Ruling or other guidance from the Service or any 
other Tax Authority for the purpose of confirming (i) the continuing validity 
of (A) the Ruling or (B) any Supplemental Ruling issued previously, and 
(ii) compliance on the part of Conoco or any Conoco Affiliate with its 
obligations under Section 10.1 of this Agreement.  Further, in no event shall 
DuPont file any Supplemental Ruling under this Section

                                      28

 
                                                               EXHIBIT 10.13

10.1(d)(1) unless Conoco represents that (1) it has read the request for the 
Supplemental Ruling and any materials, appendices and exhibits submitted or 
filed therewith (the 'Supplemental Ruling Documents') and (2) all information 
and representations, if any, relating to Conoco and any Conoco Affiliate 
contained in the Supplemental Ruling Documents are true, correct and complete 
in all material respects.  Conoco shall reimburse DuPont for all reasonable 
costs and expenses incurred by DuPont in obtaining a Supplemental Ruling 
requested by Conoco.  Conoco hereby agrees that DuPont shall, subject to 
Section 10.1(c) of this Agreement, have sole and exclusive control over the 
process of obtaining a Supplemental Ruling, and that only DuPont shall apply 
for a Supplemental Ruling.  Conoco further agrees that it shall not seek any 
guidance from the Service or any other Tax Authority concerning the Spinoff 
except as set forth in Section 10.1 of this Agreement.

                (2) Certain Conoco Actions Following Spinoff.  Conoco agrees 
that, during the three (3) year period following a Spinoff, prior to amending 
its certificate of incorporation (or other organizational documents), whether 
through a stockholder vote or otherwise, in a manner that affects the relative 
voting rights of the separate classes of Conoco stock (including, without 
limitation, through the conversion of one class of Conoco stock into another 
class of Conoco stock), unless DuPont and Conoco agree otherwise, (a) Conoco 
shall request that DuPont obtain a Supplemental Ruling in accordance with 
Section 10.1(d)(1) of this Agreement that such amendment will not affect the 
treatment of the Spinoff under Section 355 of the Code and DuPont shall have 
received such Supplemental Ruling, or (b) Conoco shall obtain an opinion 
(acceptable to DuPont) of nationally recognized tax counsel that such 
amendment will not affect the treatment of the Spinoff under Section 355 of 
the Code.  Conoco agrees that, during the three (3) year period following a 
Spinoff, prior to entering into any agreement to (i) sell all or substantially 
all of the assets of Conoco or any Conoco Affiliate, (ii) merge Conoco or any 
Conoco Affiliate with another entity, without regard to which party is the 
surviving entity, or (iii) issue stock of Conoco or any Conoco Affiliate in an 
acquisition or public or private offering (excluding any issuance pursuant to 
the exercise of employee stock options or other employment related 
arrangements), unless DuPont and Conoco agree otherwise, (a) Conoco shall 
request that DuPont obtain a Supplemental Ruling in accordance with 
Section 10.1(d)(1) of this Agreement that such transaction will not affect the 
treatment of the Spinoff under Section 355 of the Code and DuPont shall have 
received such Supplemental Ruling, or (b) Conoco shall obtain an opinion 
(reasonably acceptable to DuPont) of nationally recognized tax counsel that 
such transaction will not affect the treatment of the Spinoff under 
Section 355 of the Code; provided that, in lieu of obtaining the Supplemental 
Ruling as described in

                                      29

 
                                                               EXHIBIT 10.13

clause (a) above or the opinion of nationally recognized tax counsel described 
clause (b) above, Conoco may, prior to entering into any such agreement, 
obtain an opinion of nationally recognized tax counsel (which counsel shall be 
reasonably acceptable to DuPont) that such transaction will not affect the 
treatment of the Spinoff under Section 355 of the Code (which opinion shall be 
delivered to DuPont no later than ten (10) days following the entering into of 
any such agreement) if and only if (i) following the transaction at issue, 
Conoco or any Conoco Affiliate will not have issued (including, for these 
purposes, any sale of stock of Conoco or any Conoco Affiliate by DuPont or any 
DuPont Affiliate) 40% or more (by vote or value) of its outstanding stock 
taking into account all issuances from the date immediately prior to the IPO 
to the date immediately following such transaction, (ii) Conoco or any Conoco 
Affiliate will be the surviving entity if such transaction is a merger 
(excluding, for these purposes, any reverse subsidiary merger in which Conoco 
or any Conoco Affiliate is the surviving entity), and (iii) the transaction 
does not involve the issuance of stock of Conoco or any Conoco Affiliate 
representing 3% or more (by vote or value) of the outstanding stock of Conoco 
or any Conoco Affiliate.

            (e) Liability of Conoco or Certain Transactions.  Notwithstanding 
anything to the contrary in this Agreement, Conoco and each Conoco Affiliate 
shall be responsible for one hundred percent (100%) of any Spinoff 
Restructuring Taxes that are attributable to, or result from, (1) any action 
or failure to act by Conoco or any Conoco Affiliate following the IPO 
(including, without limitation, any amendment to Conoco's certificate of 
incorporation (or other organizational documents), whether through a 
stockholder vote or otherwise, affecting the relative voting rights of the 
separate classes of Conoco stock (including, without limitation, through the 
conversion of one class of Conoco stock into another class of Conoco stock) or 
(2) any acquisition of stock of Conoco or any Conoco Affiliate by any person 
or persons (including, without limitation, as a result of an issuance of 
Conoco stock or a merger of another entity with and into Conoco or any Conoco 
Affiliate) or any acquisition of assets of Conoco or any Conoco Affiliate 
(including, without limitation, as a result of a merger) by any person or 
persons.  Conoco and each Conoco Affiliate shall jointly and severally 
indemnify DuPont, each DuPont Affiliate and their directors, officers and 
employees and hold them harmless from and against any such Spinoff 
Restructuring Taxes.

            (f) Liability for Breach of Representation.  Each of DuPont and 
Conoco hereby represents that (1) it will read the Ruling Documents and 
Supplemental Ruling Documents prior to the date submitted, (2) all information 
contained in such Ruling Documents and Supplemental Ruling Documents that 
concerns or

                                      30

 
                                                               EXHIBIT 10.13

relates to such party or any affiliate of such party will be true, correct and 
complete in all material respects, and (3) except to the extent that such 
party shall have notified the other party in writing to the contrary and with 
reasonable specificity prior to the Spinoff Date, all such information that 
concerns or relates to such party or any affiliate of such party will be true, 
correct and complete in all material respects as of the Spinoff Date.  If any 
Tax Authority withdraws all or any portion of a Ruling or Supplemental Ruling 
issued to DuPont in connection with the Spinoff because of a breach by Conoco 
or any Conoco Affiliate of a representation made in this Section 10.1, Conoco 
and each Conoco Affiliate shall be responsible for one hundred percent (100%) 
of any Spinoff Restructuring Taxes resulting from such breach.  In such event, 
Conoco and each Conoco Affiliate shall jointly and severally indemnify DuPont, 
each DuPont Affiliate and their directors, officers and employees and hold 
them harmless from and against any such Spinoff Restructuring Taxes.  If any 
Tax Authority withdraws all or any portion of a Ruling or Supplemental Ruling 
issued to DuPont in connection with the Spinoff because of a breach by DuPont 
or any DuPont Affiliate or a representation made in this Section 10.1, DuPont 
and each DuPont Affiliate shall be responsible for one hundred percent (100%) 
of any Spinoff Restructuring Taxes resulting from such breach.  In such event, 
DuPont and each DuPont Affiliate shall jointly and severally indemnify Conoco, 
each Conoco Affiliate and their directors, officers and employees and hold 
them harmless from and against any such Spinoff Restructuring Taxes.

     10.2.  Information for Shareholders.  DuPont shall provide each 
shareholder that receives stock of Conoco pursuant to the Spinoff with the 
information necessary for such shareholder to comply with the requirements of 
Section 355 of the Code and the Treasury regulations thereunder with respect 
to statements that such shareholders must file with their United States 
federal income Tax Returns demonstrating the applicability of Section 355 of 
the Code to the Spinoff.

     10.3.  Allocation of Tax Assets.  In connection with the Spinoff, Tax 
Assets shall be allocated among DuPont, each DuPont Affiliate, Conoco and each 
Conoco Affiliate in accordance with applicable law.  The parties hereby agree 
that in the absence of controlling legal authority, Tax Assets shall be 
allocted to the entity that created or generated the Tax Asset.

                                      31

 
                                                               EXHIBIT 10.13


Section 11.  Miscellaneous

      11.1.  Effectiveness.  This Agreement shall become effective upon 
execution by both parties hereto.

      11.2.  Notices.  All notices, requests, demands and other communications 
under this Agreement shall be in writing and, unless otherwise provided 
herein, shall be deemed to have been duly given (i) on the date of service if 
served personally on the party to whom notice is given, (ii) on the day of 
transmission if sent via facsimile transmission to the facsimile number given 
below; provided, telephonic confirmation of receipt is obtained promptly after 
completion of transmission, (iii) on the business day after delivery to an 
overnight courier service or the Express mail service maintained by the United 
States Postal Service; provided, receipt of delivery has been confirmed, or 
(iv) on the fifth day after mailing; provided, receipt of delivery is 
confirmed, if mailed to the party to whom notice is to be given, by first 
class mail, registered or certified, postage prepaid, properly addressed and 
return-receipt requested, to the party as follows:

             If to DuPont or any DuPont Affiliate, to:

                 E. I. du Pont de Nemours and Company
                 1007 Market Street
                 Wilmington, DE  19898
                 Facsimile:  (302) 774-4567
                 Attention:  Harvey Minton

             If to Conoco or any Conoco Affiliate to:

                 Conoco Inc.
                 600 North Dairy Ashford
                 Houston, TX  77079
                 Facsimile:  (281) 293-2852
                 Attention:  Richard A. Sherry

Any party may change its address or fax number by giving the other party 
written notice of its new address or fax number in the manner set forth above.

                                      32

 
                                                               EXHIBIT 10.13

      11.3.  Changes in Law.  Any reference to a provision of the Code or a 
law of another jurisdiction shall include a reference to any applicable 
successor provision or law.

      11.4.  Successors and Assigns.  This Agreement and all of the provisions 
hereof shall be binding upon and inure to the benefit of the parties and their 
respective successors and permitted assigns, but neither this Agreement nor 
any of the rights, interests or obligations hereunder shall be assigned by 
either party without the prior written consent of the other party.

      11.5.  Authorization, Etc.  Each of the parties hereto hereby represents 
and warrants that it has the power and authority to execute, deliver and 
perform this Agreement, that this Agreement has been duly authorized by all 
necessary corporate action on the part of such party, that this Agreement 
constitutes a legal, valid and binding obligation of each such party and that 
the execution, delivery and performance of this Agreement by such party does 
not contravene or conflict with any provision of law or of its charter or 
bylaws or any agreement, instrument or order binding on such party.

      11.6.  Complete Agreement.  This Agreement shall constitute the entire 
agreement between DuPont or any DuPont Affiliate and Conoco or any Conoco 
Affiliate with respect to the subject matter thereof and shall supersede all 
previous negotiations, commitments and writings with respect to such subject 
matter.  Unless the context indicates otherwise, any reference to Conoco in 
this Agreement shall refer to Conoco and the Conoco Affiliates and any 
reference to DuPont in this Agreement shall refer to DuPont and the DuPont 
Affiliates.  Notwithstanding anything to the contrary herein, nothing in this 
Agreement shall modify the rights and obligations of the parties as set forth 
in Section 5.6(b) of the Restructuring Agreement.

      11.7.  Interpretation.  The Section headings contained in this Agreement 
are solely for the purpose of reference, are not part of the agreement of the 
parties and shall not in any way affect the meaning or interpretation of this 
Agreement.  Whenever any words are used herein in the masculine gender, they 
shall be construed as though they were also used in the feminine gender in all 
cases where they would so apply.

      11.8.  Governing Law.  This Agreement shall be governed by and construed 
and enforced in accordance with the laws of the State of Delaware (regardless 

                                      33

 
                                                               EXHIBIT 10.13

of the laws that might otherwise govern under applicable principles of 
conflicts law) as to all matters, including, without limitation, matters of 
validity, construction, effect, performance and remedies.

      11.9.  Counterparts.  This Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

     11.10.  Legal Enforceability.  Any provision of this Agreement which is 
prohibited or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such prohibition or 
unenforceability without invalidating the remaining provisions hereof.  Any 
such prohibition or unenforceability in any jurisdiction shall not invalidate 
or render unenforceable such provision in any other jurisdiction.

     11.11.  No Third Party Beneficiaries.  This Agreement is solely for the 
benefit of DuPont, the DuPont Affiliates, Conoco and the Conoco Affiliates, 
and is not intended to confer upon any other person any rights or remedies 
hereunder.

     11.12.  Jurisdiction; Forum.  (a) By the execution and delivery of this 
Agreement, DuPont and Conoco submit and agree to cause the DuPont Affiliates 
and Conoco Affiliates, respectively, to submit to the personal jurisdiction of 
any state or federal court in the State of Delaware in any suit or proceeding 
arising out of or relating to this Agreement.

             (b) To the extent that DuPont, Conoco, any DuPont Affiliate or 
any Conoco Affiliate has or hereafter may acquire any immunity from 
jurisdiction of any Delaware court or from any legal process (whether through 
service or notice, attachment prior to judgment, attachment in aid of 
execution, execution or otherwise) with respect to itself or its property, 
DuPont or Conoco, as the case may be, hereby irrevocably waives, and agrees to 
cause the DuPont Affiliates and the Conoco Affiliates, respectively, to waive 
such immunity in respect of its obligations with respect to this Agreement.

             (c) The parties hereto agree that an appropriate and convenient, 
nonexclusive forum for any disputes between any of the parties hereto or the 
DuPont Affiliates and the Conoco Affiliates arising out of this Agreement 
shall be in any state or federal court in the State of Delaware.

                                      34

 
                                                               EXHIBIT 10.13

     11.13.  Amendment and Modification.  This Agreement may be amended, 
modified or supplemented only by written agreement of the parties.

                                      35

 
                                                               EXHIBIT 10.13

        IN WITNESS WHEREOF, each of the parties hereto has caused this 
Agreement to be executed by a duly authorized officer as of the date first 
above written.

                            E. I. DU PONT DE NEMOURS AND COMPANY
                            on behalf of itself and its affiliates



                            By         /s/ S. M. Stalnecker
                              --------------------------------------
                                         S. M. Stalnecker
                                   Vice President and Treasurer



                            CONOCO INC.
                            on behalf of itself and its affiliates



                            By         /s/ R. A. Harrington 
                              --------------------------------------
                                         R. A. Harrington
                              Sr. Vice President and General Counsel