RETIREMENT RESTORATION PLAN II OF CONOCO INC.
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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.
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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
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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.
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EXHIBIT 10.6.2
EXHIBIT C
EMPLOYEE BENEFIT PLANS BOARD OF CONOCO INC.
RULES FOR THE ELECTION OF PAYMENTS
FROM THE RESTORATION PLANS
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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).
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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.
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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.
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