{"id":43756,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/tax-sharing-agreement-e-i-du-pont-de-nemours-amp-amp-co-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"tax-sharing-agreement-e-i-du-pont-de-nemours-amp-amp-co-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/tax-sharing-agreement-e-i-du-pont-de-nemours-amp-amp-co-and.html","title":{"rendered":"Tax Sharing Agreement &#8211; E I du Pont de Nemours &#038; Co. and Conoco Inc."},"content":{"rendered":"<pre>\n                             TAX SHARING AGREEMENT\n\n                         dated as of October 27, 1998\n\n                                 by and among\n\n                     E. I. DU PONT DE NEMOURS AND COMPANY\n\n                                      and\n\n                                  CONOCO INC.\n                   (FORMERLY KNOWN AS CONOCO ENERGY COMPANY)\n\n \n                                                               EXHIBIT 10.13\n\n\n\n                             TAX SHARING AGREEMENT\n                             ---------------------\n\n\n        TAX SHARING AGREEMENT (this 'Agreement'), dated as of October 27, \n1998, by and between E. I. du Pont de Nemours and Company ('DuPont'), a \nDelaware corporation, and Conoco Inc. (formerly known as Conoco Energy \nCompany) ('Conoco'), a Delaware corporation and indirect wholly owned \nsubsidiary of DuPont.\n\n                                   RECITALS\n                                   --------\n\n        WHEREAS, DuPont is the common parent corporation of an affiliated \ngroup of corporations within the meaning of Section 1504(a) of the Code \n(as defined herein) and of consolidated, combined, unitary and other similar \ngroups as defined under similar laws of other jurisdictions, and Conoco and \ncertain Conoco Affiliates (as defined herein) are members of such groups;\n\n        WHEREAS, the groups of which DuPont is the common parent and Conoco \nand the Conoco Affiliates are members file or intend to file Consolidated \nReturns and Combined Returns (as defined herein);\n\n        WHEREAS, in addition to its chemicals, life sciences, fibers, \npolymers, and other materials businesses, DuPont has been engaged through \nConoco and its various predecessor companies and their various subsidiaries \nand divisions in exploring for, developing, producing, refining, transporting, \nmarketing and distributing oil and gas and associated by-products in \nconnection with the Transferred Business (as defined herein);\n\n        WHEREAS, Conoco, Conoco Inc. (formerly known as Continental Oil \nCompany), a Delaware corporation, and their various predecessor companies and \ntheir various subsidiaries and divisions have been engaged in various \nbusinesses, primarily exploring for, developing, producing, refining, \ntransporting, marketing and distributing oil and gas and associated \nby-products and the manufacture, sale and distribution of chemicals.\n\n        WHEREAS, the Board of Directors of DuPont has determined that it is in \nthe best interests of DuPont and its stockholders to offer shares of Class A \nCommon Stock, par value $.01 per share (the 'Class A Common Stock') of Conoco \nfor sale to the public pursuant to an initial public offering ('IPO') and in \nconnection\n\n \n                                                               EXHIBIT 10.13\n\n\n\ntherewith to separate its businesses so that from and after the Effective Date \n(as defined herein) the Transferred Business will be owned by Conoco and its \nsubsidiaries and division;\n\n        WHEREAS, in connection with the IPO, DuPont, Conoco and their \nrespective affiliates have engaged in the IPO Restructuring (as defined \nherein); and\n\n        WHEREAS, it is appropriate and desirable to set forth the principles \nand responsibilities of the parties to this Agreement regarding the allocation \nof Taxes (as defined herein) and other related liabilities and adjustments \nwith respect to Taxes, Audits (as defined herein) and other related Tax \nmatters.\n\n        NOW THEREFORE, in consideration of the premises or promises and the \nmutual covenants contained herein and intending to be legally bound hereby, \nthe parties hereto hereby agree as follows:\n\nSection 1.  Definitions - Capitalized terms not otherwise defined herein shall \nhave the meanings ascribed to such terms in the Restructuring Agreement (as \ndefined herein).  As used in this Agreement, capitalized terms shall have the \nfollowing meanings (such meanings to be equally applicable to both the \nsingular and plural forms of the terms defined).\n\n            'Asset Purchaser' has the meaning set forth in Section 9.4(b) of \nthis Agreement.\n\n            'Asset Seller' has the meaning set forth in Section 9.4(b) of this \nAgreement.\n\n            'Audit' includes any audit, assessment of Taxes, other examination \nby any Tax Authority, proceeding, or appeal of such a proceeding relating to \nTaxes, whether administrative or judicial.\n\n            'Code' means the United States Internal Revenue Code of 1986, as \namended, or any successor statute.\n\n            'Combined Group' means a group of corporations or other entities \nthat files a Combined Return or a corporation or other entity that files a \nCombined Return described in clause (ii) or clause (iii) of the definition of \n'Combined Return.'\n\n                                       2 \n\n \n                                                               EXHIBIT 10.13\n\n\n\n            'Combined Return' means any Tax Return with respect to Non-Federal \nTaxes (i) filed on a consolidated, combined (including nexus combination, \nworldwide combination, domestic combination, line of business combination or \nany other form of combination) or unitary basis wherein Conoco or one or more \nConoco Affiliates join in the filing of such Tax Return (for any taxable \nperiod or portion thereof) with DuPont or one or more DuPont Affiliates, \n(ii) filed on a separate basis that includes Tax Items relating to, or arising \nfrom, both the transferred Business and the Retained Business, or \n(iii) pursuant to which Tax Items or Tax Assets of (A) DuPont (or any DuPont \nAffiliate) or (B) Conoco (or any Conoco Affiliate) are included on a separate \nTax Return of DuPont (or any DuPont Affiliate) (including, without limitation, \ncertain Tax Returns filed under the laws of the United Kingdom).\n\n            'Conoco Affiliate' means any corporation or other entity in which \nConoco owns more than fifty percent (50%) of the total combined voting power \n(at any time after the completion of the IPO Restructuring).\n\n            'Conoco Group' means the affiliated group of corporations as \ndefined in Section 1504(a) of the Code, or similar group of entities as \ndefined under corresponding provisions of the laws of other jurisdictions \nfollowing the completion of the IPO Restructuring, of which Conoco would be \nthe common parent if it were not a subsidiary of DuPont, and any corporation \nor other entity which would be a member of such group for the relevant taxable \nperiod of portion thereof.\n\n            'Conoco Group Combined Tax Liability' means, with respect to any \ntaxable period, the Conoco Group's liability for Non-Federal Combined Taxes as \ndetermined under Section 4.3 of this Agreement.\n\n            'Conoco Group Federal Income Tax Liability' means, with respect to \nany taxable period, the Conoco Group's liability for Federal Income Taxes as \ndetermined under Section 4.2 of this Agreement.\n\n            'Conoco IPO Tax Return' has the meaning set forth in \nSection 9.2(a) of this Agreement.\n\n            'Conoco Restructuring Tax Return' has the meaning set forth in \nSection 9.2(b) of this Agreement.\n\n                                       3\n\n \n                                                               EXHIBIT 10.13\n\n            'Consolidated Group' means an affiliated group of corporations \nwithin the meaning of Section 1504(a) of the Code that files a Consolidated \nReturn.\n\n            'Consolidated Return' means any Tax Return with respect to Federal \nIncome Taxes filed on a consolidated basis wherein Conoco or one or more \nConoco Affiliates join in the filing of such Tax Return (for any taxable \nperiod or portion thereof) with DuPont or one or more DuPont Affiliates.\n\n            'Deconsolidation' means with respect to each Tax Return (i) any \nevent pursuant to which Conoco ceases to be a subsidiary corporation \nincludable in the Consolidated Return, (ii) any event pursuant to which \nneither Conoco nor any Conoco Affiliate continues to be included in a Combined \nReturn which includes DuPont and\/or a DuPont Affiliate, (iii) any event \n(including as a result of transactions contemplated by the IPO Restructuring) \npursuant to which Tax Items relating to, or arising from, both the Transferred \nBusiness and the Retained Business are no longer included on a Combined Return \ndescribed in clause (ii) of the definition of Combined Return or (iv) any \nevent pursuant to which a Tax Return described in clause (iii) of the \ndefinition of Combined Return no longer includes Tax items or Tax Assets of \nboth DuPont (or any DuPont Affiliate) and Conoco (or any Conoco Affiliate).\n\n            'Deconsolidation Date' means the day on which a Deconsolidation \noccurs.\n\n            'Deconsolidation Tax' means any Tax, resulting from a \nDeconsolidation, taken into account under Section 1. 1502-13 or \nSection 1. 1502-19 or any predecessor provision of the Treasury Regulations \n(or any similar provision under Non-Federal Tax Law).\n\n            'DuPont Affiliate' means any corporation or other entity in which \nDuPont owns more than fifty percent (50%) of the total combined voting power \n(at any time after the completion of the IPO Restructuring), other than Conoco \nor any Conoco Affiliate.\n\n            'DuPont Group' means the affiliated group of corporations as \ndefined in Section 1504(a) of the Code, or similar group of entities as \ndefined under corresponding provisions of the laws of other jurisdictions, of \nwhich DuPont is the common parent, and any corporation or other entity which \nis a member of such group\n\n                                       4\n\n \n                                                               EXHIBIT 10.13\n\nfor the relevant taxable period or portion thereof, but excluding any member \nof the Conoco Group.\n\n            'Effective Date' has the meaning set forth in the Restructuring \nAgreement.\n\n            'Estimated Tax Installment Date' means the installments due dates \nprescribed in Section 6655(c) of the Code (presently April 15, June 15, \nSeptember 15 and December 15).\n\n            'Federal Income Tax' means any Tax imposed under Subtitle A of the \nCode or any other provision of United States Federal Income Tax law (including \nthe Taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code), and any \ninterest, additions to Tax or penalties applicable or related thereto.\n\n            'Federal Tax' means any Tax imposed under the Code or otherwise \nunder United States Federal Tax law.\n\n            'Final Determination' means the final resolution of any Tax (or \nother matter) for a taxable period, including related interest or penalties, \nthat, under applicable law, is not subject to further appeal, review or \nmodification through proceedings or otherwise, including (1) by the expiration \nof a statute of limitations or a period for the filing of claims for refunds, \namending Tax Returns, appealing from adverse determinations, or recovering any \nrefund (including by offset), (2) by a decision, judgment, decree, or other \norder by a court of competent jurisdiction, which has become final and \nunappealable, (3) by a closing agreement or an accepted offer in compromise \nunder Section 7121 or 7122 of the Code, or comparable agreements under laws of \nother jurisdictions, (4) by execution of an Internal Revenue Service Form 870 \nor 870AD, or by a comparable form under the laws of other jurisdictions \n(excluding, however, with respect to a particular Tax Item for a particular \ntaxable period any such form that reserves (whether by its terms or by \noperation of law) the right of the taxpayer to file a claim for refund and\/or \nthe right of the Tax Authority to assert a further deficiency with respect to \nsuch Tax Item for such period), or (5) by any allowance of a refund or credit, \nbut only after the expiration of all periods during which such refund or \ncredit may be recovered (including by way of offset).\n\n            'Income Tax' means (a) any Tax based upon, measured by, or \ncalculated with respect to (1) net income or profits (including, without \nlimitation, any capital gains Tax, minimum Tax and any Tax on items of Tax \npreference, but not\n\n                                       5\n\n \n                                                               EXHIBIT 10.13\n\nincluding sales. use, real or personal property, gross or net receipts, \ntransfer or similar Taxes) or (2) multiple bases if one or more of the bases \nupon which such Tax may be based, measured by, or calculated with respect to, \nis described in clause (1) above, or (b) any United States state or local \nfranchise Tax.\n\n            'Indemnifiable Loss Deduction' has the meaning set forth in \nSection 6.3(b) of this Agreement.\n\n            'Indemnified Loss' has the meaning set forth in Section 6.3(b) of \nthis Agreement.\n\n            'Indemnitee' has the meaning set forth in Section 6.3(b) of this \nAgreement.\n\n            'Indemnitor' has the meaning set forth in Section 6.3(b) of this \nAgreement.\n\n            'Independent Firm' has the meaning set forth in Section 8 of this \nAgreement.\n\n            'Interest Accrual Period' has the meaning set forth in Section 6.4 \nof this Agreement.\n\n            'IPO' has the meaning set forth in the Recitals.\n\n            'IPO Restructuring' means the series of transactions contemplated \nby the Restructuring Agreement relating to (i) any transfer or assignment of \nthe Transferred Business and any Transferred Business Company to Conoco and \nthe Conoco Affiliates, (ii) any transfer or assignment of the Retained \nBusiness and any Retained Subsidiary from Conoco and the Conoco Affiliates, \n(iii) any other transaction undertaken to restructure or separate the \nTransferred Business and the Transferred Business Companies, on the one hand, \nand the Retained Business and the Retained Subsidiaries, on the other hand, in \nconnection with the IPO, and (iv) any cash dividend or distribution from \nConoco or any Conoco Affiliate necessary to ensure that Conoco and the Conoco \nAffiliates will have an aggregate amount of cash and cash equivalents equal to \nthe Target Cash Amount in accordance with Section 9.1(a) of the Restructuring \nAgreement.  \n\n                                       6\n\n \n                                                               EXHIBIT 10.13\n\n            'IPO Restructuring Tax' means any Tax (net of any current benefit \narising from any Tax Asset) resulting from the IPO Restructuring imposed upon \nDuPont or any DuPont Affiliate or Conoco or any Conoco Affiliate; provided \nthat, such term shall not refer to the collateral Tax effects of the IPO \nRestructuring (including, without limitation, relating to the tax basis of \nassets comprising the Transferred Business or the amount, if any, of Tax \nAssets or earnings and profits of Conoco or any Conoco Affiliate following the \nIPO Restructuring).\n\n            'Loses' has the meaning set forth in the Restructuring Agreement.\n\n            'Non-Federal Combined Tax' means any Non-Federal Tax with respect \nto which a Combined Return in filed.\n\n            'Non-Federal Separate Tax' means any Non-Federal Tax other than a \nNon-Federal combined Tax.\n\n            'Non-Federal Tax' means any Tax other than a Federal Tax.\n\n            'Other Foreign Restructuring Tax' means any Tax, other than a \nFederal Tax, a United States state or local Tax or a Spinoff Restructuring \nTax, resulting directly from a Secondary Restructuring.\n\n            'Payment Period' has the meaning set forth in Section 6.4 of this \nAgreement.\n\n            'Post-Deconsolidation Period' means any taxable period with \nrespect to a Consolidated Return or Combined Return, as the case may be, \nbeginning after a Deconsolidation Date.\n\n            'Pre-Deconsolidation Period' means any taxable period with respect \nto a Consolidated Return or Combined Return, as the case may be, beginning on \nor before a Deconsolidation Date.\n\n            'Privilege' means any privilege that may be asserted under \napplicable law including, any privilege arising under or relating to the \nattorney-client relationship (including the attorney-client and work product  \nprivileges), the accountant-client privilege, and any privilege relating to \ninternal evaluation processes.\n\n                                       7\n\n \n                                                               EXHIBIT 10.13\n\n            'Pro Forma Conoco Group Combined Return' means a pro forma \nNon-Federal Combined Tax return or other schedule prepared pursuant to \nSection 4.3 of this Agreement.\n\n            'Pro Forma Conoco Group Consolidated Return' means a pro forma \nconsolidated Federal Income Tax return or other schedule prepared pursuant to \nSection 4.2 of this Agreement.\n\n            'Restated Tax Saving Account' has the meaning set forth in \nSection 6.3(c) of this Agreement.\n\n            'Restructuring Agreement' means the Restructuring, Transfer and \nSeparation Agreement, dated as of October 27, 1998 by and between DuPont and \nConoco.\n\n            'Retained Business' has the meaning set forth in the Restructuring \nAgreement.\n\n            'Retained Subsidiary' has the meaning set forth in the \nRestructuring Agreement. \n\n            'Ruling' means (a) the initial private letter ruling, if any, \nissued by the Service in connection with the Spinoff (and any related \ntransactions) or (b) any similar ruling issued by any Tax Authority other than \nthe Service in connection with the Spinoff (and any related transactions).\n\n            'Ruling Documents' means (a) the request for the Ruling submitted \nto the Service, together with the appendices and exhibits thereto and any \nsupplemental filings or other materials subsequently submitted to the Service, \nin connection with the Spinoff (and any related transactions) or (b) any \nsimilar filings submitted to any other Tax Authority in connection with the \nSpinoff (and any related transactions).\n\n            'Secondary Restructuring' means (a) a secondary public offering \npursuant to which DuPont sells shares of Conoco stock or (b) a Spinoff.\n\n            'Separate Return' means any Tax Return with respect to Non-Federal \nSeparate Taxes filed by DuPont, Conoco, or any of their respective affiliates.\n\n                                       8\n\n \n                                                               EXHIBIT 10.13\n\n            'Service' means the Internal Revenue Service or any successor \nagency or authority.\n\n            'Spinoff' means any distribution (or exchange) by DuPont or any \nDuPont Affiliate, with respect to its stock, of the stock of Conoco (or any \nsuccessor corporation or corporation which owns stock of Conoco) in a \ntransaction intended to qualify under Section 355 of the Code.\n\n            'Spinoff Date' means the close of business on the date on which \nthe Spinoff is effected.\n\n            'Spinoff Restructuring Tax' means any Taxes (or other costs, \nliabilities, expenses or damages) imposed upon DuPont or any DuPont Affiliate \nor Conoco or any Conoco Affiliate that are attributable to, or result from, \nthe failure of the Spinoff to qualify under Section 355 of the Code \n(including, without limitation, any Tax attributable to the application of \nSection 355(d), Section 355(e) or Section 355(f) of the Code to the Spinoff) \nor corresponding provisions of the laws of other jurisdictions.  Each Tax \nreferred to in the immediately preceding sentence shall be determined using \nthe highest statutory marginal corporate income Tax rate for the relevant \ntaxable period (or portion thereof).\n\n            'Straddle Period' means any taxable period with respect to a \nConsolidated Return or Combined Return, as the case may be, beginning on or \nbefore the Deconsolidation Date and ending after the Deconsolidation Date.\n\n            'Supplemental Ruling' means (a) any private letter ruling (other \nthan the Ruling) issued by the Service in connection with the Spinoff (any any \nrelated transactions) or (b) any similar ruling issued by any Tax Authority \nother than the Service in connection with the Spinoff (and any related \ntransactions).\n\n            'Supplemental Ruling Documents' has the meaning set forth in \nSection 10.1(d) of this Agreement.\n\n            'Target Cash Amount' has the meaning set forth in the \nRestructuring Agreement.\n\n            'Tax' means any charges, fees, levies, imports, duties, or other \nassessments of a similar nature, including income, alternative or add-on \nminimum, gross receipts, profits, lease, service, service use, wage, wage \nwithholding, employ-\n\n                                       9\n\n \n                                                               EXHIBIT 10.13\n\nment, workers compensation, business occupation, occupation, premiums, \nenvironmental, estimated, excise, employment, sales, use, transfer, license, \npayroll, franchise, severance, stamp, occupation, windfall profits, \nwithholding, social security, unemployment, disability, ad valorem, highway \nuse, commercial rent, capital stock, paid up capital, recording, registration, \nproperty, real property gains, value added, business license, custom duties, \nor other tax or governmental fee of any kind whatsoever, imposed or required \nto be withheld by any Tax Authority including any interest, additions to tax, \nor penalties applicable or related thereto.\n\n            'Tax Asset' means any Tax Item that could reduce a Tax, including \na net operating loss, net capital loss, investment tax credit, foreign tax \ncredit, charitable deduction or credit related to alternative minimum tax or \nany other Tax credit.\n\n            'Tax Authority' means a governmental authority or any subdivision, \nagency, commission or authority thereof or any quasi-governmental or private \nbody having jurisdiction over the assessment, determination, collection or \nimposition of any Tax (including, without limitation, the Service).\n\n            'Tax Item' means any item of income, gain, loss, deduction or \ncredit, or other attribute that may have the effect of increasing or \ndecreasing any Tax.\n\n            'Tax Return' means any return, report, certificate, form or \nsimilar statement or document (including, any related or supporting \ninformation or schedule attached thereto and any information return, amended \ntax return, claim for refund or declaration of estimated tax) required to be \nsupplied to, or filed with, a Tax Authority in connection with the \ndetermination, assessment or collection of any Tax or the administration of \nany laws, regulations or administrative requirements relating to any Tax. \n\n            'Tax Saving Amount' has the meaning set forth in Section 6.3(b) of \nthis Agreement.\n\n            'Transferred Business' has the meaning set forth in the \nRestructuring Agreement.\n\n            'Transferred Business Company' has the meaning set forth in the \nRestructuring Agreement.\n\n                                      10\n\n \n                                                               EXHIBIT 10.13\n\n            'Treasury Regulation' means the final, temporary and proposed \nincome tax regulations promulgated under the Code, as such regulations may be \namended from time to time (including corresponding provisions of succeeding \nregulations).\n\nSection 2.  Preparation and Filing of Tax Returns.\n\n      2.1.  In General.  (a) DuPont shall have the sole and exclusive \nresponsibility for the preparation (except to the extent provided in \nSection 2.2(c) and (d) of this Agreement) and filing of:  (1) all Consolidated \nReturns and (2) all Combined Returns.  Notwithstanding the immediately \npreceding sentence, Conoco shall (subject to Section 2.2(b) of this Agreement) \nbe responsible for preparing and filing any Combined Return of Conoco or any \nConoco Affiliate described in clause (ii) or clause (iii) of the definition of \n'Combined Return.'\n\n            (b) Except as otherwise provided in Section 2.1(a) of this \nAgreement.  Conoco shall have the sole and exclusive responsibility for the \npreparation and filing of all Tax Returns of Conoco and any Conoco Affiliate; \nprovided that, if DuPont owns directly or indirectly fifty percent (50%) or \nmore of the outstanding stock (by vote or value) of Conoco, Conoco shall, at \nthe request of DuPont, submit such Tax Returns to DuPont (no later than \nfifteen (15) business days prior to the due date for the filing of such Tax \nReturns (taking into account applicable extensions) for DuPont's review and \napproval, which approval shall not be unreasonably withheld.\n\n      2.2.  Manner of Preparing and Filing Tax Returns.  (a) All Tax Returns \nfiled after the date of this Agreement by DuPont, any DuPont Affiliate, Conoco \nor any Conoco Affiliate shall be (1) prepared in a manner that is consistent \nwith (i) Sections 5.1 and 10.3 of this Agreement and (ii) any Ruling \nDocuments, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and \n(2) filed on a timely basis (taking into account applicable extensions) by the \nparty responsible for such filing under Section 2.1 of this Agreement.\n\n            (b) Subject to Sections 2.2(c) and (d) of this Agreement, DuPont \nshall have the exclusive right, in its sole discretion, with respect to any \nTax Return described in the first sentence of Section 2.1(a) of this Agreement \n(without regard to which party is responsible for preparing and filing such \nTax Return) to determine (1) the manner in which such Tax Return shall be \nprepared and filed, including the elections, methods of accounting, positions, \nconventions and  principles of taxation to \n\n                                      11\n\n \n                                                               EXHIBIT 10.13\n\nbe used and the manner in which any Tax Item shall be reported, (2) whether \nany extensions may be requested, (3) the elections that will be made by \nDuPont, any DuPont Affiliate, Conoco, and any Conoco Affiliate on such Tax \nReturn, (4) whether any amended Tax Returns shall be filed, (5) whether any \nclaims for refund shall be made, (6) whether any refunds shall be paid by way \nof refund or credited against any liability for the related Tax, and \n(7) whether to retain outside firms to prepare or review such Tax Return.\n\n            (c) Conoco shall be responsible for preparing the portions of the \nConsolidated Returns and Combined Returns (including making any related \nelections) that relate exclusively to Conoco or any Conoco Affiliate or the \nTransferred Business.  Conoco shall submit (1) any portions of the Tax Returns \nreferred to in the immediately preceding sentence or (2) any Combined Return \nreferred to in the last sentence of Section 2.1(a) of this Agreement to  \nDuPont at least forty-five (45) business days (or such shorter period as \nagreed to by DuPont) prior to the due date for the filing of such Tax Returns \n(taking into account applicable extensions) for DuPont's review and approval, \nwhich approval shall not be unreasonably withheld Conoco shall advise DuPont, \neach time that it delivers the portion of a Consolidated Return or Combined \nReturn for which it is responsible pursuant to this Section 2.2(c) or any \nCombined Return referred to in the last sentence of Section 2.1(a) of this \nAgreement, that there is substantial authority (within the meaning of \nSection 1.6662-4(d) of the Treasury Regulations) with respect to United States \nfederal, state and local Tax Returns or similar appropriate authoritative \nsupport with respect to any Tax Return other than United States federal, state \nand local Tax Returns for each of the positions set forth on such portion of \nthe Tax Return or such Combined Return. \n\n            (d) Conoco shall have the right to request that DuPont file an \namended Tax Return or claim for refund relating to the portion of any \nConsolidated Return or Combined Return which Conoco is responsible for \npreparing under Section 2.2(c) of this Agreement or any Tax Item on any other \nConsolidated Return or Combined Return that relates exclusively to the \nTransferred Business.  Conoco shall be responsible for preparing the portion \nof such amended Tax Return or claim for refund relating to the portion of the \nConsolidated Return or Combined Return which Conoco is responsible for \npreparing under Section 2.2(c) of this Agreement or the Tax Item on any other \nConsolidated Return or Combined Return that relates exclusively to the \nTransferred Business.  Conoco shall submit such portion of the amended Tax \nReturn or claim for refund to DuPont no later than forty-five (45) business \ndays prior to its filing for DuPont's review and approval, which approval \nshall not be unreasonably withheld.\n\n                                      12\n\n \n                                                               EXHIBIT 10.13\n\n      2.3.  Agent.  Subject to the other applicable provisions of this \nAgreement, Conoco hereby irrevocably designates, and agrees to cause each \nConoco Affiliate to so designate, DuPont as its sold and exclusive agent and \nattorney-in-fact to take such action (including execution of documents) as \nDuPont, in its sold discretion, may deem appropriate in any and all matters \n(including Audits) relating to any Tax Return described in Section 2.1(a) of \nthis Agreement.\n\nSection 3.  Payment of Taxes to Tax Authorities.\n\n      3.1.  Federal Income Taxes.  DuPont shall pay (or cause to be paid) to \nthe Service all Federal Income Taxes with respect to any Consolidated Return \ndue and payable for all Pre-Deconsolidation Periods.\n\n      3.2.  Non-Federal Combined Taxes.  DuPont shall pay (or cause to be \npaid) to the appropriate Tax Authorities all Non-Federal Combined Taxes with \nrespect to any Combined Return due and payable for all Pre-Deconsolidation \nPeriods; provided that, with respect to those Tax Returns described in clauses \n(ii) and (iii) of the definition of 'Combined Return,' DuPont shall pay (or \ncause to be paid) to the appropriate Tax Authorities all Taxes due with \nrespect to any Tax Return of DuPont (or any DuPont Affiliate) and Conoco shall \npay (or cause to be paid) to the appropriate Tax Authorities all Taxes due \nwith respect to any Tax Return of Conoco (or any Conoco Affiliate).\n\n      3.3.  Non-Federal Separate Taxes.  Conoco shall pay (or cause to be \npaid) to the appropriate Tax Authorities all Non-Federal Separate Taxes of \nConoco or any Conoco Affiliate.\n\n      3.4.  Other Federal Taxes.  The parties shall each pay (or cause to be \npaid) to the appropriate Tax Authorities all of their respective Federal Taxes \n(excluding Federal Income Taxes for Pre-Deconsolidation Periods which are \ngoverned by Section 3.1 of this Agreement).\n\nSection 4.  Allocation of Taxes.\n\n      4.1.  Conoco Liability for Federal Income Taxes and Non-Federal Combined \nTaxes.  For each Pre-Deconsolidation Period, Conoco shall be liable for and \nshall pay to DuPont an amount equal to the sum of the Conoco Group Federal \n\n                                      13\n\n \n                                                               EXHIBIT 10.13\n\nIncome Tax Liability and the Conoco Group Combined Tax Liability for such \ntaxable period.\n\n      4.2.  Conoco Group Federal Income Tax Liability.  With respect to each \nPre-Deconsolidation Period beginning after December 31, 1997 (including the \nStraddle Period), the Conoco Group Federal Income Tax liability for such \ntaxable period shall be the Conoco Group's liability for Federal Income Taxes \nfor such taxable period, as determined on a Pro Forma Conoco Group \nConsolidated Return prepared:\n\n            (a) on a basis consistent with the preparation of the Consolidated \nReturn for such period (including whether regular Tax or federal alternative \nminimum Tax applies with respect to the Consolidated Return), determined by \nincluding only Tax Items of members of the Conoco Group which are included in \nthe Consolidated Return and by allocating Tax Assets to the Conoco Group to \nthe extent that the Tax Asset was created by a member of the Conoco Group and \nsuch Tax Asset was actually utilized on the relevant Consolidated Return, and\n\n            (b) applying the highest statutory marginal corporate income Tax \nrate in effect for such taxable period (or portion thereof); provided that, in \nthe event that the federal alternative minimum Tax applies to the Consolidated \nReturn, the Conoco Group Federal Income Tax Liability shall equal the lesser \nof (i) the alternative minimum Tax liability with respect to the Consolidated \nReturn that would result by including only Tax Items and Tax Assets of members \nof the Conoco Group included in the Consolidated Return or (ii) the aggregate \nTax liability payable with respect to such Consolidated Return.\n\n      4.3.  Conoco Group Combined Tax Liability.  With respect to any \nPre-Deconsolidation Period beginning after December 31, 1997, the Conoco Group \nCombined Tax Liability shall be the sum for such taxable period of the Conoco \nGroup's liability for each Non-Federal Combined Tax, as determined on \nPro Forma Conoco Group Combined Returns prepared in a manner consistent with \nthe principles and procedures set forth in Section 4.2 hereof.  The Pro Forma \nConoco Group Combined Returns relating to Tax Returns described in clauses \n(ii) and (iii) of the definition of 'Combined Return' shall be prepared by \nincluding only Tax Items and Tax Assets relating to arising from the \nTransferred Business.\n\n                                      14\n\n \n                                                               EXHIBIT 10.13\n\n      4.4.  Cooperation.  (a) DuPont and Conoco shall prepare jointly any \nPro Forma Group Consolidated Returns and Pro Forma Conoco Group Combined \nReturns.  DuPont and Conoco agree to cooperate in good faith in connection \nwith the preparation of such pro forma tax returns and agree to make \nreasonably available any documents, information or employees in connection \ntherewith.\n\n            (b) The Pro Forma Conoco Group Consolidated Returns and Pro Forma \nConoco Group Combined Returns shall be completed no later than sixty (60) \nbusiness days following the date on which the related Consolidated Return or \nCombined Return, as the case may be, is filed with the appropriate Tax \nAuthority.  Any disputes relating to the reporting of any Tax Item on the \npro forma tax returns that have not been resolved within the sixty (60) \nbusiness day period referred to in the immediately preceding paragraph shall \nbe referred to the Independent Firm, in accordance with the principles and \nprocedures set forth in Section 8 of this Agreement.\n\n      4.5.  Tax Sharing Installment Payments.  (a) Federal Income Taxes.  Not \nlater than two (2) business days prior to each Estimated Tax Installment Date \nwith respect to any Pre-Deconsolidation Period, the parties shall, consistent \nwith past practice, determine under the principles of Section 6655 of the Code \nthe estimated amount of the related installment of the Conoco Group Federal \nIncome Tax Liability.  Conoco shall pay to DuPont no later than five (5) \nbusiness days after such Estimated Tax Installment Date the amount thus \ndetermined.  The parties acknowledge and agree that, for purposes of this \nSection 4.5(a), Conoco has paid to DuPont $78,937,000 as of the date hereof, \nwith respect to the taxable period beginning January 1, 1998. \n\n            (b) Non-Federal Combined Taxes.  (1) DuPont Tax Returns.  DuPont \nshall, in connection with any installment payment (payable with respect to any \nCombined Return prepared and filed by DuPont) with respect to Non-Federal \nCombined Taxes for any Pre-Deconsolidation Period, consistent with past \npractice, determine the estimated amount of the related installment of the \nConoco Group Combined Tax Liability.  Within the first ten (10) business days \nof any month, DuPont may provide Conoco with a written statement setting forth \namounts owned by Conoco in connection with any installment payments with \nrespect to Non-Federal Combined Taxes made by DuPont for the immediately \npreceding month and any other month for which a statement has not previously \nbeen provided by DuPont.  Conoco shall pay the amounts set forth on any \nstatement within seven (7) business days following the receipt of such \nstatement.  The parties acknowledge and agree\n\n                                      15\n\n \n                                                               EXHIBIT 10.13\n\nthat, for purposes of this Section 4.5(b)(1), Conoco has paid to DuPont \n$16,000,000 in the aggregate as of the date hereof, with respect to the \ntaxable period beginning January 1, 1998.\n\n                (2) Conoco Tax Returns.  Conoco shall, in connection with any \ninstallment payment (payable with respect to any Combined Return prepared and \nfiled by Conoco) with respect to Non-Federal Combined Taxes for any \nPre-Deconsolidation Period, consistent with past practice, determine the \nestimated amount of the related installment of the Conoco Group Combined Tax \nLiability.  Within the first ten (10) business days of any month, Conoco may \nprovide DuPont with a written statement setting forth amounts owned by DuPont \nin connection with any installment payments with respect to Non-Federal \nCombined Taxes made by Conoco for the immediately preceding month and any \nother month for which a statement has not previously been provided by Conoco.  \nThe amount payable by DuPont pursuant to the immediately preceding sentence \nshall equal the aggregate amount of the installment payment made by Conoco \nless the estimated amount of the Conoco Group Combined Tax Liability related \nto such installment as determined in the first sentence of this \nSection 4.5(b)(2).  DuPont shall pay the amounts set forth on any statement \nwithin seven (7) business days following the receipt of such statement.\n\n      4.6.  Tax Sharing True-Up Payments.  (a) Federal Income Taxes.  Not \nlater than fifteen (15) business days following the completion of any \nPro Forma Conoco Group Consolidated Return, Conoco shall pay to DuPont, or \nDuPont shall pay to Conoco, as appropriate, an amount equal to the difference, \nif any, between the Conoco Group Federal Income Tax Liability for the \nPre-Deconsolidation Period and the aggregate amount paid by Conoco with \nrespect to such period under Section 4.5(a) of this Agreement.\n\n            (b) Non-Federal Combined Taxes.  Not later than fifteen (15) \nbusiness days following the completion of any Pro Forma Conoco Group Combined \nReturn, Conoco shall pay to DuPont, or DuPont shall pay to Conoco, as \nappropriate, an amount equal to the difference, if any, between the Conoco \nGroup Combined Tax Liability for the Pre-Deconsolidation Period and the \namounts paid by Conoco with respect to such period under Sections 4.5(b)(1) \nand (2) of this Agreement.  For purposes of this Section 4.6(b), the amounts \npaid by Conoco under (i) Section 4.5(b)(1) shall be the amounts paid to DuPont \nand (ii) Section 4.5(b)(2) shall be the amounts paid to the relevant Tax \nAuthority less any amounts received from DuPont.\n\n                                      16\n\n \n                                                               EXHIBIT 10.13\n\n      4.7.  Redetermination Amounts.  (a) Pre-Deconsolidation Periods \nBeginning After December 31, 1997.  For any Pre-Deconsolidation Period \nbeginning after December 31, 1997, in the event of a redetermination of any \nTax Item of any member of a Consolidated Group or Combined Group as a result \nof a Final Determination, the filing of a Tax refund claim or the filing of an \namended Tax Return pursuant to which Taxes are paid to a Tax Authority or a \nrefund of Taxes is received from a Tax Authority, DuPont and Conoco shall \nprepare jointly, in accordance with the principles and procedures set forth in \nthis Section 4, revised Pro Forma Conoco Group Consolidated Returns and\/or \nrevised Pro Forma Conoco Group Combined Returns, as appropriate, to reflect \nthe redetermination of such Tax Item as a result of such Final Determination, \nfiling of a Tax refund claim or filing of an amended Tax Return.  Following \nthe preparation of such revised pro forma tax returns, Conoco's payment \nobligations under Sections 4.1 and 4.6 hereof shall be redetermined.\n\n            (b) Pre-Deconsolidation Periods Beginning On or Before \nDecember 31, 1997.  For any Pre-Deconsolidation Period beginning on or before \nDecember 31, 1997, in the event of a redetermination of any Tax Item of any \nmember of a Consolidated Group or Combined Group as a result of a Final \nDetermination, the filing of a Tax refund claim or the filing of an amended \nTax Return pursuant to which Taxes are paid to a Tax Authority or a refund of \nTaxes is received from a Tax Authority, DuPont and Conoco shall prepare \njointly, in accordance with the principles and procedures set forth in this \nSection 4, Pro Forma Conoco Group Combined Returns, as appropriate, both \nwithout regard to the redetermined Tax item and with regard to the \nredetermined Tax Item.  Conoco shall pay to DuPont the amount by which the Tax \nliability reflected on the pro forma tax return with regard to the \nredetermined Tax Item exceeds the Tax liability reflected on the pro forma tax \nreturn without regard to the redetermined Tax Item, and DuPont shall pay to \nConoco the amount by which the Tax liability reflected on the pro forma tax \nreturn without regard to the redetermined Tax Item exceeds the Tax liability \nreflected on the pro forma tax return with regard to the redetermined Tax \nItem.\n\n      4.8.  Payment of Taxes for Post-Deconsolidation Periods.  Except as \notherwise provided in this Agreement, DuPont shall pay or cause to be paid all \nTaxes and shall be entitled to receive and retain all refunds of Taxes with \nrespect to Tax Returns relating to Post-Deconsolidation Periods for which \nDuPont has filing responsibility, including under this Agreement.  Except as \notherwise provided in this Agreement, Conoco shall pay or cause to be paid all \nTaxes and shall be entitled to \n\n                                      17\n\n \n                                                               EXHIBIT 10.13\n\nreceive and retain all refunds of Taxes with respect to Tax Returns relating \nto Post-Deconsolidation Periods for which Conoco has filing responsibility, \nincluding under this Agreement.\n\nSection 5.  Tax Attributes.\n\n      5.1.  Allocation of Tax Items.  (a) In General.  All Tax computations \nfor (i) any Pre-Deconsolidation Period ending on a Deconsolidation Date, \n(ii) the immediately following taxable period of Conoco or any Conoco \nAffiliate and (iii) any Straddle Period, shall be made pursuant to the \nprinciples of Section 1.1502-76(b) of the Treasury Regulations or of a \ncorresponding provision under the laws of other jurisdictions and, to the \nextent possible, in a manner consistent with the principles set forth in \nSection 4.2(a) of this Agreement.\n\n            (b) Reattribution.  In the event of a Deconsolidation, DuPont may, \nat its option, elect to reattribute to itself certain Tax Items of the Conoco \nGroup pursuant to Section 1.1502-20(g) of the Treasury Regulations.  If DuPont \nmakes such election, Conoco shall comply with the requirements of \nSection 1.1502-20(g)(5) of the Treasury Regulations.\n\n      5.2.  Post-Deconsolidation.  To the extent permitted by applicable law, \nfollowing any Deconsolidation, the relevant Tax Assets with respect to the \nConsolidated Group or Combined Group, as the case may be, shall be allocated \nto the corporation or entity that created or generated the Tax Asset.\n\nSection 6.  Additional Obligations.\n\n      6.1.  Provision of Information and Mutual Cooperation.  (a) DuPont and \nConoco shall, and shall cause their respective affiliates to, (1) furnish to \nthe other in a timely manner such information, documents and other materials \nas the other may reasonably request for purposes of (i) preparing any Tax \nReturn (or pro forma Tax return prepared in accordance with Section 4 hereof) \nor portion thereof for which the other has responsibility for preparing under \nthis Agreement, (ii) contesting or defending any Audit, and (iii) making any \ndetermination or computation necessary or appropriate under this Agreement, \n(2) make its employees available to the other to provide explanations of \ndocuments and materials and such other information as the other may reasonably \nrequest in connection with any of the matters described in subclauses (i), \n(ii) and (iii) of clause (1) above, (3) reasonably cooperate in connection \nwith any Audit.\n\n                                      18\n\n \n                                                               EXHIBIT 10.13\n\n            (b) DuPont and Conoco shall, and shall cause their respective \naffiliates to, retain and provide on reasonable demand books, records, \ndocumentation or other information relating to any Tax Return or Audit, with \nrespect to any taxable period in which DuPont owns, directly or indirectly, \n50% or more (by vote or value) of the outstanding stock of Conoco, until the \nlater of (i) the expiration of the applicable statute of limitations (after \ngiving effect to any extension, waiver, or mitigation thereof) and (ii) in the \nevent any claim is made under this Agreement or by any Tax Authority for which \nsuch information is relevant, until a Final Determination is reached with \nrespect to such claim.  Notwithstanding anything to the contrary included in \nthis Agreement, the parties will comply in all respects with the requirements \nof any applicable record retention agreement with the Service or other Tax \nAuthority.\n\n            (c) Notwithstanding any other provision of this Agreement, no \nmember of the DuPont Group shall be required to provide Conoco or any Conoco \nAffiliate access to or copies of (1) any Tax information that relates \nexclusively to any member of the DuPont Group, (2) any Tax information as to \nwhich any member of the DuPont Group is entitled to assert the protection of \nany Privilege, or (3) any Tax information as to which any member of the DuPont \nGroup is subject to an obligation to maintain the confidentiality of such \ninformation.  DuPont shall use reasonable efforts to separate any such \ninformation from any other information to which Conoco is entitled to access \nor to which Conoco is entitled to copy under this Agreement, to the extent \nconsistent with preserving its rights under this Section 6.1(c).\n\n            (d) Notwithstanding any other provision of this Agreement, with \nrespect to Tax information that relates to any taxable period in which Conoco \nis no longer included in the Consolidated Group of which DuPont is the common \nparent and no Combined Return is filed, no member of the Conoco Group shall be \nrequired to provide DuPont or any DuPont Affiliate access to or copies of \n(1) any Tax information as to which any member of the Conoco Group is entitled \nto assert the protection of any Privilege or (2) any Tax information as to \nwhich any member of the Conoco Group is subject to an obligation to maintain \nthe confidentiality of such information.  Conoco shall use reasonable efforts \nto separate any such information from any other information to which DuPont is \nentitled to access or to which DuPont is entitled to copy under this \nAgreement, to the extent consistent with preserving its rights under this \nSection 6.1(d).\n\n                                      19\n\n \n                                                               EXHIBIT 10.13\n\n            (e) DuPont agrees to notify Conoco in writing within 15 days of \nany sale by DuPont or any DuPont Affiliate of stock of Conoco following the \nIPO.\n\n      6.2.  Indemnification.  (a) Failure to Pay.  DuPont and each DuPont \nAffiliate shall jointly and severally indemnify Conoco, each Conoco Affiliate \nand their respective directors, officers and employees, and hold them harmless \nfrom and against any Tax or Loss that is attributable to, or results from the \nfailure of DuPont or any DuPont Affiliate to make any payment required to be \nmade under this Agreement.  Conoco and each Conoco Affiliate shall jointly and \nseverally indemnify DuPont, each DuPont Affiliate and their respective \ndirectors, officers and employees, and hold them harmless from and against any \nTax or Loss that is attributable to, or results from, the failure of Conoco or \nany Conoco Affiliate to make any payment required to be made under this \nAgreement.     \n\n            (b) Inaccurate or Incomplete Information.  DuPont and each DuPont \nAffiliate shall jointly and severally indemnify Conoco, each Conoco Affiliate \nand their respective directors, officers and employees, and hold them harmless \nfrom and against any Tax or Loss attributable to the negligence of DuPont or \nany DuPont Affiliate in supplying Conoco or any Conoco Affiliate with \ninaccurate or incomplete information, in connection with the preparation of \nany Tax Return or any Audit.  Conoco and each Conoco Affiliate shall jointly \nand severally indemnify DuPont, each DuPont Affiliate and their respective \ndirectors, officers and employees, and hold them harmless from and against any \nTax or Loss attributable to the negligence of Conoco or any Conoco Affiliate \nin supplying DuPont or any DuPont Affiliate with inaccurate or incomplete \ninformation, in connection with the preparation of any Tax Return or any \nAudit.\n\n      6.3   Tax Consequences of Payments.  (a) Tax Characterization of \nPayments.  For all Tax purposes and notwithstanding any other provision of \nthis Agreement, to the extent permitted by applicable law, the parties hereto \nshall treat any payment made pursuant to this Agreement (other than any \npayment made in satisfaction of an intercompany obligation) as a capital \ncontribution or dividend distribution, as the case may be, immediately prior \nto the Effective Date and, accordingly, as not includible in the taxable \nincome of the recipient.  If, as a result of a Final Determination, it is \ndetermined that the receipt or accrual of any payment made under this \nAgreement is taxable to the Indemnitee (as defined in Section 6.3(b) of this \nAgreement), the Indemnitor (as defined in Section 6.3(b) of this Agreement) \nshall pay to the Indemnitee an amount equal to any increase in the Income \nTaxes of\n\n                                      20\n\n \n                                                               EXHIBIT 10.13\n\nthe Indemnitee as a result of receiving the payment from the Indemnitor \n(grossed up to take into account such payment, if applicable).\n\n            (b) Adjustments to Payments.  Any party that has received a \npayment ('Indemnitee') under this Agreement from another party ('Indemnitor') \nwith respect to any Losses or Taxes suffered or incurred by the Indemnitee \n('Indemnified Loss') shall pay to such Indemnitor an amount equal to any 'Tax \nSaving Amount' realized by the Indemnitee promptly upon its receipt.  For \npurposes of this Section 6.3(b), the Tax Saving Amount shall equal the amount \nby which the Income Taxes of the Indemnitee or any of its affiliates are \nreduced (including, without limitation, through the receipt of a refund, \ncredit or otherwise), plus any related interest received from a Tax Authority, \nas a result of claiming as a deduction or offset on any relevant Tax Return \namounts attributable to an Indemnified Loss (the 'Indemnifiable Loss \nDeduction.')\n\n            (c) Reporting of Indemnifiable Loss.  In the event that an \nIndemnitee incurs an Indemnified Loss, such Indemnitee shall claim as a \ndeduction or offset on any relevant Tax Return (including, without limitation, \nany claim for refund) such Indemnified Loss to the extent such position is \nsupported by 'substantial authority' (within the meaning of \nSection 1.6662-4(d) of the Treasury Regulations) with respect to United States \nfederal, state and local Tax Returns or has similar appropriate authoritative \nsupport with respect to any Tax Return other than United States federal, state \nand local Tax Returns.  The Indemnitee shall have primary responsibility for \nthe preparation of its Tax Returns and reporting thereon such Indemnifiable \nLoss Deduction, provided, that the Indemnitee shall consult with, and provide \nthe Indemnitor with a reasonable opportunity to review and comment on the \nportion of the Indemnitee's Tax Return relating to the Indemnified Loss.  If a \ndispute arises between the Indemnitee and the Indemnitor as to whether there \nis 'substantial authority' (with respect to United States federal, state and \nlocal Tax Returns) or similar appropriate authoritative support (with respect \nto any Tax Return other than United States federal, state and local Tax \nReturns) for the claiming of an Indemnifiable Loss Deduction, such dispute \nshall be resolved in accordance with the principles and procedures set forth \nin Section 8 of this Agreement.  Both DuPont and Conoco shall act in good \nfaith to coordinate their Tax Return filing positions with respect to the \ntaxable periods that include an Indemnifiable Loss Deduction.  There shall be \nan adjustment to any Tax Saving Amount calculated under Section 6.3(b) hereof \nin the event of an Audit which results in a Final Determination that increases \nor decreases the amount of the Indemnifiable Loss Deduction reported on any \nrelevant Tax Return of the Indemnitee.  The Indemnitee shall promptly inform \nthe \n\n                                      21\n\n \n                                                               EXHIBIT 10.13\n\nIndemnifying Party of any such Audit and shall attempt in good faith to \nsustain the Indemnifiable Loss Deduction at issue in the Audit.  Upon \nreceiving a written notice of a Final Determination in respect of an \nIndemnifiable Loss Deduction, the Indemnitee shall redetermine the Tax Saving \nAmount attributable to the Indemnifiable Loss Deduction under Section 6.3(b) \nhereof, taking into account the Final Determination (the 'Restated Tax Saving \nAmount').  If the Restated Tax Saving Amount is greater than the Tax Saving \nAmount, the Indemnitee shall promptly pay the Indemnitor an amount equal to \nthe difference between such amounts.  If the Restated Tax Saving Amount is \nless than the Tax Saving Amount, then the Indemnitor shall promptly pay the \nIndemnitee an amount equal to the difference between such amounts.\n\n      6.4.  Interest.  Payments pursuant to this Agreement that are not made \nwithin the period prescribed in this Agreement or, if no period is prescribed, \nwithin fifteen (15) business days after demand for payment is made (the \n'Payment Period') shall bear interest for the period from and including the \ndate immediately following the last date of the Payment Period through and \nincluding the date of payment (the 'Interest Accrual Period') at a per annum \nrate equal to the long-term applicable federal rate ('AFR') in effect on the \nlast day of such Payment Period, plus 200 basis points.  Such interest will be \npayable at the same time as the payment to which it relates and shall be \ncalculated on the basis of a year of 365 days and the actual number of days \nfor which due.\n\nSection 7.  Audits.\n\n      7.1.  In General.  (a) Subject to Section 7.1(b) of this Agreement, \nDuPont shall have the exclusive right, in its sold discretion, to control, \ncontest, and represent the interests of DuPont, any DuPont Affiliate, Conoco \nor any Conoco Affiliate in any Audit relating to any Tax Return described in \nSection 2.1(a) of this Agreement and to resolve, settle or agree to any \ndeficiency, claim or adjustment proposed, asserted or assessed in connection \nwith or as a result of an such Audit.  DuPont's rights shall extend to any \nmatter pertaining to the management and control of an Audit, including, \nwithout limitation, execution of waivers, choice of forum, scheduling of \nconferences and the resolution of any Tax Item.\n\n            (b) Conoco shall have the right to control, contest and represent \nthe interest of Conoco or any Conoco Affiliate in any Audit relating directly \nto any Tax Item included on the portion of any Consolidated Return or Combined \nReturn which Conoco is responsible for preparing pursuant to Section 2.2(c) of \nthis Agree-\n\n                                      22\n\n \n                                                               EXHIBIT 10.13\n\nment and to resolve, settle or agree to any deficiency, claim or adjustment \nproposed, asserted or assessed in connection with or as a result of such \nAudit; provided that, the entering into of any such resolution, settlement or \nagreement or any decision in connection with (including the entering into of) \nany judicial or administrative proceeding relating to Taxes shall be subject \nto the review and approval of DuPont, which approval shall not be unreasonably \nwithheld.\n\n            (c) Conoco shall have the exclusive right, in its sold discretion, \nto control, contest, and represent the interests of Conoco or any Conoco \nAffiliate in any Audit relating to any Tax Return described in Section 2.1(b) \nof this Agreement and to resolve, settle, or agree to any deficiency, claim or \nadjustment proposed, asserted or assessed in connection with or as a result of \nany such Audit; provided that, so long as DuPont owns fifty percent (50%) or \nmore of the outstanding stock (by vote or value) of Conoco, the entering into \nof any such resolution, settlement or agreement or any decision in connection \nwith (including the entering into of) any judicial or administrative \nproceeding relating to Taxes shall be subject to DuPont's review and approval, \nwhich approval shall not be unreasonably withheld.\n\n      7.2.  Notice.  If DuPont or any member of the DuPont Group receives \nwritten notice of, or relating to, an Audit from a Tax Authority that asserts, \nproposes or recommends a deficiency, claim or adjustment that, is sustained, \nwould result in the redetermination of a Tax Item of a member of the Conoco \nGroup, DuPont shall promptly provide a copy of such notice to Conoco (but in \nno event later than ten (10) business days following the receipt of such \nnotice).  If Conoco or any member of the Conoco Group receives written notice \nof, or relating to, an Audit from a Tax Authority with respect to a Tax Return \ndescribed in Section 2.1(a) of this Agreement, Conoco shall promptly provide a \ncopy of such notice to DuPont (but in no event later than ten (10) business \ndays following the receipt of such notice).\n\n      7.3.  Failure to Notify.  The failure of DuPont or Conoco to notify the \nother of any matter relating to a particular Tax for a taxable period or to \ntake any action specified in this Agreement shall not relieve such other party \nof any liability and\/or obligation which it may have under this Agreement with \nrespect to such Tax for such taxable period except to the extent that such \nother party's rights hereunder are materially prejudiced by such failure.\n\n      7.4.  Remedies.  Conoco agrees that no claim against DuPont and no \ndefense to Conoco's liabilities to DuPont under this Agreement shall arise \nfrom \n\n                                      23\n\n \n                                                               EXHIBIT 10.13\n\nthe resolution by DuPont of any deficiency, claim or adjustment relating to \nthe redetermination of any Tax Item of DuPont or a DuPont Affiliate.\n\nSection 8.  Dispute Resolution.  In the event that DuPont, on the one hand, \nand Conoco, on the other hand, disagree as to the amount or calculation of any \npayment to be made under this Agreement, or the interpretation or application \nof any provision under this Agreement, the parties shall attempt in good faith \nto resolve such dispute.  If such dispute is not resolved within sixty (60) \nbusiness days following the commencement of the dispute, DuPont and Conoco \nshall jointly retain a tax attorney that is a member of a nationally \nrecognized law firm or 'big five' accounting firm, which firm is independent \nof both parties (the 'Independent Firm'), to resolve the dispute.  The \nIndependent Firm shall act as an arbitrator to resolve all points of \ndisagreement and its decision shall be final and binding upon all parties \ninvolved.  Following the decision of the Independent Firm, DuPont and Conoco \nshall each take or cause to be taken any action necessary to implement the \ndecision of the Independent Firm.  The fees and expenses relating to the \nIndependent Firm shall be borne equally by DuPont and Conoco.\n\nSection 9.  IPO.\n\n      9.1.  IPO Related Items.  (a) Liability for IPO Restructuring Taxes, \nDeconsolidation Taxes and Other Foreign Restructuring Taxes.  Notwithstanding \nany other provision of this Agreement (other than Section 9.1(b) (hereof), \nDuPont shall be responsible for the payment of, and shall indemnify and hold \nConoco harmless from and against, any IPO Restructuring Taxes, Deconsolidation \nTaxes or Other Foreign Restructuring Taxes.\n\n            (b) Liability for Undertaking Certain Actions.  Notwithstanding \nsection 9.1(a) of this Agreement, Conoco and each Conoco Affiliate shall be \njointly and severally responsible for, and shall indemnify and hold DuPont \nharmless from and against, any IPO Restructuring Taxes that are attributable \nto, or result from, (i) any action taken by Conoco or any Conoco Affiliate \nthat was not contemplated by the parties in connection with the IPO \nRestructuring (including, without limitation, by taking any action not \ncontemplated in connection with obtaining a ruling from any Tax Authority) or \n(ii) the failure by Conoco or any Conoco Affiliate to take any action that \nConoco is responsible for taking under this Agreement, the Restructuring \nAgreement or any other agreement related to the IPO Restructuring or the IPO \n(including, without limitation, by failing to make an election or enter into a \ntransaction specifically required in connection with obtaining a ruling from \nany Tax \n\n                                      24\n\n \n                                                               EXHIBIT 10.13\n\nAuthority).  Each of the parties hereto agrees to act in good faith and \nwithout negligence in connection with the Tax reporting of and all other \naspects related to the Tax consequences of the IPO Restructuring, any \nDeconsolidation and any Secondary Restructuring and shall be responsible for \nany Taxes or Losses arising from any failure to action good faith or any \nnegligent act or omission with respect thereto.\n\n      9.2.  Tax Reporting of IPO Related Items.  (a) IPO Restructuring Taxes.  \nAny Tax Return (or portion thereof) that includes any Tax Item resulting from \nthe IPO Restructuring shall be prepared and filed by the party responsible for \npreparing and filing such Tax Return (under Sections 2.1 and 2.2 of this \nAgreement); provided that, notwithstanding any other provision of this \nAgreement, if Conoco is the party responsible for preparing any such Tax \nReturn (or portion thereof) (each a 'Conoco IPO Tax Return'), Conoco shall \nprovide to DuPont, no later than twenty (20) business days following the \nEffective Date, a written list of those Conoco IPO Tax Returns that Conoco \nreasonably believes could result in the imposition of a Tax liability of more \nthan $10,000 for which DuPont will be responsible pursuant to this Section 9.  \nWithin twenty (20) business days following the receipt of such list, DuPont \nshall provide a written list to Conoco of those Conoco IPO Tax Returns that \nDuPont wishes to review.  Conoco shall provide any such Conoco IPO Tax Returns \n(or portions thereof) to DuPont (no later than forty-five (45) business days \n(or such shorter period as agreed to by DuPont) prior to the due date for the \nfiling of such Tax Return (taking into account applicable extensions), for \nDuPont's review and approval, which approval, to the extent it relates to any \nTax Item resulting from, or arising out of, the IPO Restructuring may be \nwithheld by DuPont in its sole discretion and any such Tax Item shall be \nreported as determined by DuPont in its sole discretion (so long as such \nreporting position is supported by 'substantial authority' (within the meaning \nof Section 1.6662-4(d) of the Treasury Regulations) with respect to United \nStates federal, state and local Tax Returns or has similar appropriate \nauthoritative support with respect to any Tax Return other than United States \nfederal, state and local Tax Returns).  In the event that the time periods \nprovided in this Section 9.2(a) would not provide DuPont with a reasonable \nperiod of time within which to review any such Conoco IPO Tax Returns prior to \nthe filing of such Tax Return, then the parties shall cooperate in order that \nDuPont may participate in the preparation of such Tax Return and have the \nrights otherwise provided in this Section 9.2(a).\n\n            (b) Deconsolidation Taxes and Other Foreign Restructuring Taxes.  \nAny Tax Return (or portion thereof) that includes any Tax Item relating to any \nDeconsolidation (to the extent resulting in Deconsolidation Taxes) or \nSecondary\n\n                                      25\n\n \n                                                               EXHIBIT 10.13\n\nRestructuring (to the extent resulting in Other Foreign Restructuring Taxes) \nshall be prepared and filed by the party responsible for preparing and filing \nsuch Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that, \nnotwithstanding any other provision of this Agreement, if Conoco is the party \nresponsible for preparing any such Tax Return (or portion thereof) (each a \n'Conoco Restructuring tax Return'), Conoco shall provide any such Conoco \nRestructuring Tax Return (or portion thereof) to DuPont (no later than \nforty-five (45) business days (or such shorter period as agreed to by DuPont) \nprior to the due date for the filing of such Tax Return (taking into account \napplicable extensions), for DuPont's review and approval, which approval, to \nthe extent it relates to any Tax Item relating to any Deconsolidation (to the \nextent resulting in Deconsolidation Taxes) or Secondary Restructuring (to the \nextent resulting in Other Foreign Restructuring Taxes), may be withheld by \nDuPont in its sole discretion and any such Tax Item shall be reported as \ndetermined by DuPont in its sole discretion (so long as such reporting \nposition is supported by 'Substantial authority' (within the meaning of \nSection 1.6662-4(d) of the Treasury Regulations) with respect to United States \nfederal, state and local Tax Returns or has similar appropriate authoritative \nsupport with respect to any Tax Return other than United States federal, state \nand local Tax Returns). \n\n      9.3.  Audits Relating to IPO Restructuring.  Notwithstanding any other \nprovision of this Agreement, DuPont shall have the exclusive right, in its \nsole discretion, to control, contest, and represent the interests of DuPont, \nany DuPont Affiliate, Conoco or any Conoco Affiliate in any Audit with respect \nto Tax Items related to the IPO Restructuring, Deconsolidation (to the extent \nresulting in Deconsolidation Taxes) or Secondary Restructuring (to the extent \nresulting in Other Foreign Restructuring Taxes), and to resolve, settle or \nagree to any deficiency, claim or adjustment proposed, asserted or assessed in \nconnection with or as a result of any such Audit.  DuPont's rights shall \nextend to any matter pertaining to the management and control of an Audit, \nincluding execution of waivers, choice of forum, scheduling of conferences and \nthe resolution of any Tax Item.\n\n      9.4.  Provision of Information and Mutual Cooperation.  (a) In General.  \nIn addition to the parties' respective obligations under Section 6.1 of this \nAgreement, DuPont and Conoco shall, and shall cause their respective \nAffiliates to, cooperate with respect to all aspects of the IPO Restructuring \nincluding, without limitation, by (1) furnishing to the other in a timely \nmanner such information, documents and other materials as the other may \nreasonably request for purposes of (i) preparing any Tax Return that includes \nTax Items relating to or arising from the IPO Restructuring and \n(ii) contesting or defending any Audit with respect to Tax\n\n                                      26\n\n \n                                                               EXHIBIT 10.13\n\nItems relating to or arising from the IPO Restructuring and (2) make its \nemployees available to the other to provide explanations of documents and \nmaterials and such other information as the other may reasonably request in \nconnection with any of the matters described in subclauses (i) and (ii) of \nclause (1) above.\n\n            (b) Certain IPO Restructuring Final Determinations.  If, as a \nresult of any Final Determination, a party that sells assets ('Asset Seller') \nas part of the IPO Restructuring recognizes additional income or gain in \nconnection with such asset sale (as a result of transfer pricing or other \nsimilar issues) and the party that purchases such assets ('Asset Purchaser') \nis entitled to additional future Tax benefits (including, without limitation, \nin the form of increased future depreciation or amortization deductions) only \nif such party makes an additional payment to the Asset Seller, then the \nparties shall use their best efforts to ensure that the Asset Purchaser \nobtains such additional Tax benefits without modifying the economic \narrangement between the parties, which is that the Asset Seller is not \nentitled to additional proceeds from the Asset Purchaser in connection with \nthe transaction, other than pursuant to Section 9.1 of this Agreement.\n\nSection 10. Spinoff\n\n     10.1.  Spinoff Related Items.  (a) Restrictions on Certain \nPost-Distribution Actions.  (1) Conoco Restrictions.  Conoco agrees that it \nwill not take or fail to take, or permit any Conoco Affiliate to take or fail \nto take, any action where such action or failure to act would be inconsistent \nwith any material, information, covenant or representation in the Ruling \nDocuments, Supplemental Ruling Documents, Ruling or Supplemental Ruling.\n\n                (2) DuPont Restrictions.  DuPont agrees that it will not take \nor fail to take, or permit any DuPont Affiliate to take or fail to take, any \naction where such action or failure to act would be inconsistent with any \nmaterial, information, covenant or representation in the Ruling Documents, \nSupplemental Ruling Documents, Ruling or Supplemental Ruling.\n\n            (b) Liability for Undertaking Certain Actions.  (1) Conoco \nLiability.  Conoco and each Conoco Affiliate shall be responsible for one \nhundred percent (100%) of any Spinoff Restructuring Taxes that are \nattributable to, or result from, any act or failure to act described in \nSection 10.1(a)(1) of this Agreement by Conoco or any Conoco Affiliate shall \njointly and severally indemnify DuPont, each DuPont Affiliate and their \ndirectors, officers and\n\n                                      27\n\n \n                                                               EXHIBIT 10.13\n\nemployees and hold them harmless from and against any such Spinoff \nRestructuring Taxes.\n\n                (2) DuPont Liability.  DuPont and each DuPont Affiliate shall \nbe responsible for one hundred percent (100%) of any Spinoff Restructuring \nTaxes that are attributable to, or result from, any act or failure to act \ndescribed in Section 10.1(a)(2) of this Agreement by DuPont or any DuPont \nAffiliate.  DuPont and each DuPont Affiliate shall jointly and severally \nindemnify Conoco, each Conoco Affiliate and their directors, officers and \nemployees and hold them harmless from and against any such Spinoff \nRestructuring Taxes.\n\n            (c) Participation Rights.  DuPont shall have the right to obtain a \nRuling or Supplemental Ruling in its sole and exclusive discretion.  If DuPont \ndetermines to obtain a Ruling or a Supplemental Ruling, Conoco shall cooperate \nwith DuPont and take any and all actions reasonably requested by DuPont in \nconnection with obtaining the Ruling or Supplemental Ruling (including, \nwithout limitation, by making any representation or covenant or providing any \nmaterials or information requested by any Tax Authority; provided that, Conoco \nshall not be required to make any representation or covenant that is \ninconsistent with historical facts or as to future matters or events over \nwhich it has no control).  In connection with obtaining a Ruling or \nSupplemental Ruling, (i) DuPont shall cooperate with and keep Conoco informed \nin a timely manner of all material actions taken or proposed to be taken by \nDuPont in connection therewith; (ii) DuPont shall (A) reasonably in advance of \nthe submission of any Ruling Documents or Supplemental Ruling Documents, \nprovide Conoco with a draft copy thereof, (B) reasonably consider Conoco's \ncomments on such draft copy, and (C) provide Conoco with a final copy; and \n(iii) DuPont shall provide Conoco with notice reasonably in advance of, and \nConoco shall have the right to attend, any formally scheduled meetings with \nany Tax Authority (subject to the approval of the Tax Authority) that relate \nto such Ruling or Supplemental Ruling.\n\n            (d) Supplemental Rulings.  (1) Conoco's Request.  DuPont agrees \nthat at the reasonable request of Conoco, DuPont shall cooperate with Conoco \nand use its reasonable best efforts to seek to obtain, as expeditiously as \npossible, a Supplemental Ruling or other guidance from the Service or any \nother Tax Authority for the purpose of confirming (i) the continuing validity \nof (A) the Ruling or (B) any Supplemental Ruling issued previously, and \n(ii) compliance on the part of Conoco or any Conoco Affiliate with its \nobligations under Section 10.1 of this Agreement.  Further, in no event shall \nDuPont file any Supplemental Ruling under this Section\n\n                                      28\n\n \n                                                               EXHIBIT 10.13\n\n10.1(d)(1) unless Conoco represents that (1) it has read the request for the \nSupplemental Ruling and any materials, appendices and exhibits submitted or \nfiled therewith (the 'Supplemental Ruling Documents') and (2) all information \nand representations, if any, relating to Conoco and any Conoco Affiliate \ncontained in the Supplemental Ruling Documents are true, correct and complete \nin all material respects.  Conoco shall reimburse DuPont for all reasonable \ncosts and expenses incurred by DuPont in obtaining a Supplemental Ruling \nrequested by Conoco.  Conoco hereby agrees that DuPont shall, subject to \nSection 10.1(c) of this Agreement, have sole and exclusive control over the \nprocess of obtaining a Supplemental Ruling, and that only DuPont shall apply \nfor a Supplemental Ruling.  Conoco further agrees that it shall not seek any \nguidance from the Service or any other Tax Authority concerning the Spinoff \nexcept as set forth in Section 10.1 of this Agreement.\n\n                (2) Certain Conoco Actions Following Spinoff.  Conoco agrees \nthat, during the three (3) year period following a Spinoff, prior to amending \nits certificate of incorporation (or other organizational documents), whether \nthrough a stockholder vote or otherwise, in a manner that affects the relative \nvoting rights of the separate classes of Conoco stock (including, without \nlimitation, through the conversion of one class of Conoco stock into another \nclass of Conoco stock), unless DuPont and Conoco agree otherwise, (a) Conoco \nshall request that DuPont obtain a Supplemental Ruling in accordance with \nSection 10.1(d)(1) of this Agreement that such amendment will not affect the \ntreatment of the Spinoff under Section 355 of the Code and DuPont shall have \nreceived such Supplemental Ruling, or (b) Conoco shall obtain an opinion \n(acceptable to DuPont) of nationally recognized tax counsel that such \namendment will not affect the treatment of the Spinoff under Section 355 of \nthe Code.  Conoco agrees that, during the three (3) year period following a \nSpinoff, prior to entering into any agreement to (i) sell all or substantially \nall of the assets of Conoco or any Conoco Affiliate, (ii) merge Conoco or any \nConoco Affiliate with another entity, without regard to which party is the \nsurviving entity, or (iii) issue stock of Conoco or any Conoco Affiliate in an \nacquisition or public or private offering (excluding any issuance pursuant to \nthe exercise of employee stock options or other employment related \narrangements), unless DuPont and Conoco agree otherwise, (a) Conoco shall \nrequest that DuPont obtain a Supplemental Ruling in accordance with \nSection 10.1(d)(1) of this Agreement that such transaction will not affect the \ntreatment of the Spinoff under Section 355 of the Code and DuPont shall have \nreceived such Supplemental Ruling, or (b) Conoco shall obtain an opinion \n(reasonably acceptable to DuPont) of nationally recognized tax counsel that \nsuch transaction will not affect the treatment of the Spinoff under \nSection 355 of the Code; provided that, in lieu of obtaining the Supplemental \nRuling as described in\n\n                                      29\n\n \n                                                               EXHIBIT 10.13\n\nclause (a) above or the opinion of nationally recognized tax counsel described \nclause (b) above, Conoco may, prior to entering into any such agreement, \nobtain an opinion of nationally recognized tax counsel (which counsel shall be \nreasonably acceptable to DuPont) that such transaction will not affect the \ntreatment of the Spinoff under Section 355 of the Code (which opinion shall be \ndelivered to DuPont no later than ten (10) days following the entering into of \nany such agreement) if and only if (i) following the transaction at issue, \nConoco or any Conoco Affiliate will not have issued (including, for these \npurposes, any sale of stock of Conoco or any Conoco Affiliate by DuPont or any \nDuPont Affiliate) 40% or more (by vote or value) of its outstanding stock \ntaking into account all issuances from the date immediately prior to the IPO \nto the date immediately following such transaction, (ii) Conoco or any Conoco \nAffiliate will be the surviving entity if such transaction is a merger \n(excluding, for these purposes, any reverse subsidiary merger in which Conoco \nor any Conoco Affiliate is the surviving entity), and (iii) the transaction \ndoes not involve the issuance of stock of Conoco or any Conoco Affiliate \nrepresenting 3% or more (by vote or value) of the outstanding stock of Conoco \nor any Conoco Affiliate.\n\n            (e) Liability of Conoco or Certain Transactions.  Notwithstanding \nanything to the contrary in this Agreement, Conoco and each Conoco Affiliate \nshall be responsible for one hundred percent (100%) of any Spinoff \nRestructuring Taxes that are attributable to, or result from, (1) any action \nor failure to act by Conoco or any Conoco Affiliate following the IPO \n(including, without limitation, any amendment to Conoco's certificate of \nincorporation (or other organizational documents), whether through a \nstockholder vote or otherwise, affecting the relative voting rights of the \nseparate classes of Conoco stock (including, without limitation, through the \nconversion of one class of Conoco stock into another class of Conoco stock) or \n(2) any acquisition of stock of Conoco or any Conoco Affiliate by any person \nor persons (including, without limitation, as a result of an issuance of \nConoco stock or a merger of another entity with and into Conoco or any Conoco \nAffiliate) or any acquisition of assets of Conoco or any Conoco Affiliate \n(including, without limitation, as a result of a merger) by any person or \npersons.  Conoco and each Conoco Affiliate shall jointly and severally \nindemnify DuPont, each DuPont Affiliate and their directors, officers and \nemployees and hold them harmless from and against any such Spinoff \nRestructuring Taxes.\n\n            (f) Liability for Breach of Representation.  Each of DuPont and \nConoco hereby represents that (1) it will read the Ruling Documents and \nSupplemental Ruling Documents prior to the date submitted, (2) all information \ncontained in such Ruling Documents and Supplemental Ruling Documents that \nconcerns or\n\n                                      30\n\n \n                                                               EXHIBIT 10.13\n\nrelates to such party or any affiliate of such party will be true, correct and \ncomplete in all material respects, and (3) except to the extent that such \nparty shall have notified the other party in writing to the contrary and with \nreasonable specificity prior to the Spinoff Date, all such information that \nconcerns or relates to such party or any affiliate of such party will be true, \ncorrect and complete in all material respects as of the Spinoff Date.  If any \nTax Authority withdraws all or any portion of a Ruling or Supplemental Ruling \nissued to DuPont in connection with the Spinoff because of a breach by Conoco \nor any Conoco Affiliate of a representation made in this Section 10.1, Conoco \nand each Conoco Affiliate shall be responsible for one hundred percent (100%) \nof any Spinoff Restructuring Taxes resulting from such breach.  In such event, \nConoco and each Conoco Affiliate shall jointly and severally indemnify DuPont, \neach DuPont Affiliate and their directors, officers and employees and hold \nthem harmless from and against any such Spinoff Restructuring Taxes.  If any \nTax Authority withdraws all or any portion of a Ruling or Supplemental Ruling \nissued to DuPont in connection with the Spinoff because of a breach by DuPont \nor any DuPont Affiliate or a representation made in this Section 10.1, DuPont \nand each DuPont Affiliate shall be responsible for one hundred percent (100%) \nof any Spinoff Restructuring Taxes resulting from such breach.  In such event, \nDuPont and each DuPont Affiliate shall jointly and severally indemnify Conoco, \neach Conoco Affiliate and their directors, officers and employees and hold \nthem harmless from and against any such Spinoff Restructuring Taxes.\n\n     10.2.  Information for Shareholders.  DuPont shall provide each \nshareholder that receives stock of Conoco pursuant to the Spinoff with the \ninformation necessary for such shareholder to comply with the requirements of \nSection 355 of the Code and the Treasury regulations thereunder with respect \nto statements that such shareholders must file with their United States \nfederal income Tax Returns demonstrating the applicability of Section 355 of \nthe Code to the Spinoff.\n\n     10.3.  Allocation of Tax Assets.  In connection with the Spinoff, Tax \nAssets shall be allocated among DuPont, each DuPont Affiliate, Conoco and each \nConoco Affiliate in accordance with applicable law.  The parties hereby agree \nthat in the absence of controlling legal authority, Tax Assets shall be \nallocted to the entity that created or generated the Tax Asset.\n\n                                      31\n\n \n                                                               EXHIBIT 10.13\n\n\nSection 11.  Miscellaneous\n\n      11.1.  Effectiveness.  This Agreement shall become effective upon \nexecution by both parties hereto.\n\n      11.2.  Notices.  All notices, requests, demands and other communications \nunder this Agreement shall be in writing and, unless otherwise provided \nherein, shall be deemed to have been duly given (i) on the date of service if \nserved personally on the party to whom notice is given, (ii) on the day of \ntransmission if sent via facsimile transmission to the facsimile number given \nbelow; provided, telephonic confirmation of receipt is obtained promptly after \ncompletion of transmission, (iii) on the business day after delivery to an \novernight courier service or the Express mail service maintained by the United \nStates Postal Service; provided, receipt of delivery has been confirmed, or \n(iv) on the fifth day after mailing; provided, receipt of delivery is \nconfirmed, if mailed to the party to whom notice is to be given, by first \nclass mail, registered or certified, postage prepaid, properly addressed and \nreturn-receipt requested, to the party as follows:\n\n             If to DuPont or any DuPont Affiliate, to:\n\n                 E. I. du Pont de Nemours and Company\n                 1007 Market Street\n                 Wilmington, DE  19898\n                 Facsimile:  (302) 774-4567\n                 Attention:  Harvey Minton\n\n             If to Conoco or any Conoco Affiliate to:\n\n                 Conoco Inc.\n                 600 North Dairy Ashford\n                 Houston, TX  77079\n                 Facsimile:  (281) 293-2852\n                 Attention:  Richard A. Sherry\n\nAny party may change its address or fax number by giving the other party \nwritten notice of its new address or fax number in the manner set forth above.\n\n                                      32\n\n \n                                                               EXHIBIT 10.13\n\n      11.3.  Changes in Law.  Any reference to a provision of the Code or a \nlaw of another jurisdiction shall include a reference to any applicable \nsuccessor provision or law.\n\n      11.4.  Successors and Assigns.  This Agreement and all of the provisions \nhereof shall be binding upon and inure to the benefit of the parties and their \nrespective successors and permitted assigns, but neither this Agreement nor \nany of the rights, interests or obligations hereunder shall be assigned by \neither party without the prior written consent of the other party.\n\n      11.5.  Authorization, Etc.  Each of the parties hereto hereby represents \nand warrants that it has the power and authority to execute, deliver and \nperform this Agreement, that this Agreement has been duly authorized by all \nnecessary corporate action on the part of such party, that this Agreement \nconstitutes a legal, valid and binding obligation of each such party and that \nthe execution, delivery and performance of this Agreement by such party does \nnot contravene or conflict with any provision of law or of its charter or \nbylaws or any agreement, instrument or order binding on such party.\n\n      11.6.  Complete Agreement.  This Agreement shall constitute the entire \nagreement between DuPont or any DuPont Affiliate and Conoco or any Conoco \nAffiliate with respect to the subject matter thereof and shall supersede all \nprevious negotiations, commitments and writings with respect to such subject \nmatter.  Unless the context indicates otherwise, any reference to Conoco in \nthis Agreement shall refer to Conoco and the Conoco Affiliates and any \nreference to DuPont in this Agreement shall refer to DuPont and the DuPont \nAffiliates.  Notwithstanding anything to the contrary herein, nothing in this \nAgreement shall modify the rights and obligations of the parties as set forth \nin Section 5.6(b) of the Restructuring Agreement.\n\n      11.7.  Interpretation.  The Section headings contained in this Agreement \nare solely for the purpose of reference, are not part of the agreement of the \nparties and shall not in any way affect the meaning or interpretation of this \nAgreement.  Whenever any words are used herein in the masculine gender, they \nshall be construed as though they were also used in the feminine gender in all \ncases where they would so apply.\n\n      11.8.  Governing Law.  This Agreement shall be governed by and construed \nand enforced in accordance with the laws of the State of Delaware (regardless \n\n                                      33\n\n \n                                                               EXHIBIT 10.13\n\nof the laws that might otherwise govern under applicable principles of \nconflicts law) as to all matters, including, without limitation, matters of \nvalidity, construction, effect, performance and remedies.\n\n      11.9.  Counterparts.  This Agreement may be executed in two or more \ncounterparts, each of which shall be deemed an original, but all of which \ntogether shall constitute one and the same instrument.\n\n     11.10.  Legal Enforceability.  Any provision of this Agreement which is \nprohibited or unenforceable in any jurisdiction shall, as to such \njurisdiction, be ineffective to the extent of such prohibition or \nunenforceability without invalidating the remaining provisions hereof.  Any \nsuch prohibition or unenforceability in any jurisdiction shall not invalidate \nor render unenforceable such provision in any other jurisdiction.\n\n     11.11.  No Third Party Beneficiaries.  This Agreement is solely for the \nbenefit of DuPont, the DuPont Affiliates, Conoco and the Conoco Affiliates, \nand is not intended to confer upon any other person any rights or remedies \nhereunder.\n\n     11.12.  Jurisdiction; Forum.  (a) By the execution and delivery of this \nAgreement, DuPont and Conoco submit and agree to cause the DuPont Affiliates \nand Conoco Affiliates, respectively, to submit to the personal jurisdiction of \nany state or federal court in the State of Delaware in any suit or proceeding \narising out of or relating to this Agreement.\n\n             (b) To the extent that DuPont, Conoco, any DuPont Affiliate or \nany Conoco Affiliate has or hereafter may acquire any immunity from \njurisdiction of any Delaware court or from any legal process (whether through \nservice or notice, attachment prior to judgment, attachment in aid of \nexecution, execution or otherwise) with respect to itself or its property, \nDuPont or Conoco, as the case may be, hereby irrevocably waives, and agrees to \ncause the DuPont Affiliates and the Conoco Affiliates, respectively, to waive \nsuch immunity in respect of its obligations with respect to this Agreement.\n\n             (c) The parties hereto agree that an appropriate and convenient, \nnonexclusive forum for any disputes between any of the parties hereto or the \nDuPont Affiliates and the Conoco Affiliates arising out of this Agreement \nshall be in any state or federal court in the State of Delaware.\n\n                                      34\n\n \n                                                               EXHIBIT 10.13\n\n     11.13.  Amendment and Modification.  This Agreement may be amended, \nmodified or supplemented only by written agreement of the parties.\n\n                                      35\n\n \n                                                               EXHIBIT 10.13\n\n        IN WITNESS WHEREOF, each of the parties hereto has caused this \nAgreement to be executed by a duly authorized officer as of the date first \nabove written.\n\n                            E. I. DU PONT DE NEMOURS AND COMPANY\n                            on behalf of itself and its affiliates\n\n\n\n                            By         \/s\/ S. M. Stalnecker\n                              --------------------------------------\n                                         S. M. Stalnecker\n                                   Vice President and Treasurer\n\n\n\n                            CONOCO INC.\n                            on behalf of itself and its affiliates\n\n\n\n                            By         \/s\/ R. A. Harrington \n                              --------------------------------------\n                                         R. A. Harrington\n                              Sr. Vice President and General Counsel\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7185],"corporate_contracts_industries":[9412],"corporate_contracts_types":[9622,9628],"class_list":["post-43756","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-conoco-inc","corporate_contracts_industries-energy__refining","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43756","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43756"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43756"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43756"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43756"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}