EXHIBIT 10.6
RETIREMENT RESTORATION PLAN OF CONOCO INC.
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SECTION 1. PURPOSE
A. Retirement Restoration Benefit feature: The purpose of this
feature of the Plan is to provide each member of the Title
Two of the Pension and Retirement Plan ("Retirement Plan")
all benefits otherwise payable in accordance with the terms
thereof, but for the limitation on maximum benefits set
forth in Section 4(8) of the Retirement Plan.
B. Retirement Restoration Compensation feature: The purpose of
this feature of the Plan is to provide each member of the
Retirement Plan who is a participant in the Incentive
Compensation Plan of Conoco Inc. under which awards were
granted on and after January 1, 1981, and the Incentive
Compensation Plan of E. I. du Pont de Nemours and Company
and such other Incentive Compensation Plan ("ICP Plan") as
may from time to time be in effect in substitution therefor
and in which members of the Retirement Plan shall
participate, all benefits to which the participant would be
entitled if compensation, as defined in the Retirement Plan,
included the annual awards (or in the case of Members who
did not have an Hour of Service under the Retirement Plan on
or after August 1, 1994, one-half the annual awards) granted
to the member under the ICP Plan then in effect.
C. Retirement Restoration Enhancement feature: The purpose of
this feature of the Plan is to provide each member of the
Retirement Plan who was not eligible for benefits under the
Temporary Retirement/Termination Incentive Program due to
salary grade and who is approved for retirement enhancement
by the President of Conoco Inc. or his delegee, retirement
benefits provided for in the Retirement Plan under the terms
of the Temporary Retirement/Termination Incentive Program,
but without the limitations on salary grade and election
date.
SECTION 2. ADMINISTRATION
A. The Plan shall be administered by the Employee Benefit Plans
Board ("Board") as defined in Section 1(6) of the Retirement
Plan.
B. The Board shall have the power to interpret the Plan,
establish rules for the administration of the Plan, and make
all other determinations necessary or desirable for the
Plan's administration.
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SECTION 2. ADMINISTRATION
C. The decision of the Board on any question concerning or
involving the interpretation or administration of the Plan
shall be final and conclusive.
SECTION 3. ELIGIBILITY FOR BENEFITS AND AMOUNT OF BENEFITS
A. Retirement Restoration Benefit feature: All members of the
Retirement Plan who would otherwise be entitled to benefits
from the Retirement Plan in accordance with the terms
thereof, but for the limitation on maximum benefits set
forth in Section 4(8) of the Retirement Plan, shall be paid
such benefits under this feature to the extent such benefits
exceed the limitation.
B. Retirement Restoration Compensation feature:
(1) All members of the Retirement Plan, who are entitled to
benefits from the Retirement Plan in accordance with the
terms thereof, shall be paid benefits under this feature
as follows:
(a) In an amount equal to the amount of benefits which
would have been paid to the members pursuant to
Section 4 of the Retirement Plan if compensation,
as defined in section 1(9)(a), included the annual
awards (or in the case of Members who do not have
an Hour of Service under the Retirement Plan on or
after August 1, 1994, one-half of the annual
awards) granted to members on or after January 1,
1981, under the ICP Plan(s). Anything to the
contrary notwithstanding, all members of the
Retirement Plan who would otherwise be entitled to
benefits from this Plan pursuant to the preceding
sentence, shall be paid such benefits only to the
extent that compensation, as defined in Section
1(9)(a) of the Retirement Plan, does not include
the annual awards (or in the case of Members who
do not have an Hour of Service under the
Retirement Plan on or after August 1, 1994, one-
half of the annual awards) granted to members on
or after January 1, 1981, under the ICP Plan(s).
(b) In an amount equal to the amount of benefits which
would have been paid to the member pursuant to:
(i) Section 16 of the Retirement Plan if annual
compensation, as defined in Section 16(1)(l) of
the Retirement Plan, included the annual awards
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(or in the case of Members who do not have an Hour
of Service under the Retirement Plan on or after
August 1, 1994, one-half of the annual awards)
granted to members on or after January 1, 1981,
under the ICP Plan; or
(ii) Section 20 of the Retirement Plan if basic
earnings, as defined in Section 20(1)(b) of the
Retirement Plan, included the annual awards (or
in the case of Members who do not have an Hour
of Service under the Retirement Plan on or
after August 1, 1994, one-half of the annual
awards) granted to members on or after January 1,
1981, under the ICP Plan.
C. Retirement Restoration Enhancement feature: Each member of
the Retirement Plan, who was not eligible for benefits under
the Temporary Retirement/Termination Incentive Program due
to salary grade and who is approved for Retirement
Enhancement by the President of Conoco Inc. or his delegee,
shall be paid benefits under this feature that would have
been paid pursuant to the Retirement Plan, the Retirement
Restoration Benefit feature of this Plan, and the Retirement
Restoration Compensation feature of this Plan, enhanced
under the terms of the Temporary Retirement/Termination
Incentive Program, but without the limitations on salary
grade and election date, less any benefit payable under the
Retirement Plan, the Retirement Restoration Benefit feature
of this Plan, and the Retirement Restoration Compensation
feature of this Plan.
SECTION 4. PAYMENT OF BENEFITS
A. This Plan shall be an unfunded plan, and payments of
benefits pursuant to this Plan shall be made from the
general assets of Conoco Inc.
B. Benefits paid under this Plan to a participant or designated
beneficiary shall be paid in the form of a single life
annuity, or in any of the forms detailed in Section 4(3)(a)
or 4(3)(b) of the Retirement Plan in an amount actuarially
equivalent to such single life annuity. The receipt of
benefits may be deferred in accordance with procedures
established by the Employee Benefit Plans Board. Elections
regarding the form and payment of benefits shall be made
independent of any election under the Retirement Plan and in
such manner and at such time as the Employee Benefit Plans
Board prescribes.
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SECTION 4. PAYMENT OF BENEFITS
C. Benefits payable under this Plan shall begin to be paid
within a reasonable time after the amount of a participant's
benefits pursuant to this Plan has been established.
Notwithstanding the preceding sentence, participants who
retire pursuant to Section 4(2)(d) of the Retirement Plan
cannot begin to receive the benefits payable under this Plan
until the end of the first full calendar month following age
50.
SECTION 5. BENEFICIARIES
A. Beneficiaries under this Plan shall be named in accordance
with procedures established by the Employee Benefit Plans
Board.
B. Notwithstanding anything to the contrary contained herein or
in the Retirement Plan, a participant or beneficiary who is
awaiting payment pursuant to a lump sum election may, until
death, change the beneficiary designated to receive benefits
under this Plan.
C. In no event shall any change in beneficiary pursuant to
Section 5(b) affect the amount of benefits payable under
this Plan.
SECTION 6. AMENDMENT, SUSPENSION, TERMINATION
The Board of Directors of Conoco Inc. may, at any time, amend,
suspend, or terminate this Plan.
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EMPLOYEE BENEFIT PLANS BOARD OF CONOCO INC.
RULES FOR THE ELECTION OF PAYMENTS FROM THE PLANS
1. An election of the type of payment the employee wants to
receive from the Retirement Restoration Benefit Plan of
Conoco Inc., the Retirement Restoration Compensation Plan of
Conoco Inc., and/or the Retirement Restoration Enhancement
Plan of Conoco Inc. (the Plans) may be made at any time up
to 30 days prior to the date of retirement and becomes
irrevocable 30 days prior to the date of retirement.
Employees who have not made an election 30 days prior to the
date of retirement may make an election only with the
approval of the Employee Benefit Plans Board. Such election
shall be irrevocable.
2. In the event an employee fails to make an election 30 days
prior to retirement, such employee shall be deemed to have
elected one lump sum payment (without deferral) unless
authorized by the Employee Benefit Plans Board to do
otherwise in accordance with Rule No. 1 above.
3. If any employee elects lump sum payment, the employee may,
up to 30 days before the date of retirement, elect to defer
such lump sum and receive it in annual installments (1 to
15) beginning in the month after the effective retirement
date or beginning the first day of any January within five
years after the effective retirement date. If an employee
has elected to defer receipt of a lump sum in accordance
with the first sentence of this paragraph, he may, by
November 30 preceding delivery of any remaining install-
ments, make one final irrevocable election to further defer
any undelivered amounts, provided that the total number of
annual installments after retirement from all elections does
not exceed 15, and all payments are made by the end of the
20th year after retirement.
4. Deferred lump sum amounts paid after the month following
retirement will earn interest at a rate corresponding to the
average of Moody's AAA ten-year Municipal Bond Rate for the
13 weeks preceding the beginning of each new quarter. The
interest will be compounded quarterly and will be deferred.
If the rate changes, the new rate will apply to all amounts
beginning with the following quarter.
5. Each installment will equal the amount of the remaining lump
sum and accumulated interest divided by the number of annual
installments remaining (including the payment being
determined).
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6. As in the Retirement Plan of Conoco Inc., if an employee
elects a joint and survivor annuity, the amount of such
annuity shall be actuarially determined based on the ages of
the employee and survivor designated under the Plans and the
actuarial assumptions included in such Retirement Plan.
7. All benefit payments shall be made, or begin to be made, no
later than the month following the employee's date of
retirement (or the month following the employee's fiftieth
birthday, if later) unless the employee has elected
otherwise in accordance with Rule No. 3 above.
8. If benefits under the Plan (lump sum, retiree annuity, or
survivor annuity) are increased as a result of incentive
compensation award(s) granted after retirement, the increase
shall be effective the first day of the month following the
date of the grant. The payment option elected at retirement
shall apply to such additional benefit. In determining the
actuarial factor for payment options other than straight
life annuity for the additional benefit, the ages of the
retiree and designated survivor and the applicable interest
rates shall be determined as of the date the increase is
effective. If a retiree dies after having retired with a
joint and survivor annuity, but prior to the granting of the
award, the increased benefit to the survivor shall be
determined assuming that the retiree died just after the
award was granted.
9. The primary retirement plan is defined as the qualified
retirement plan of which the employee/retiree is/was a
member. If the employee/retiree is/was a member of more
than one qualified retirement plan of the corporate
employer, it shall mean the plan which provides the largest
benefit to the retiree or beneficiary(ies).
10. A retiree who has elected a lump sum (or who has made no
election) may make or change a beneficiary designation in
writing on the current Restoration Plans retirement
application form at any time prior to the earlier of death
or receipt of the full lump sum distribution. If a retiree
who has designated a beneficiary(ies) under this Rule
No. 10 dies after his date of retirement but prior to full
distribution of the lump sum, the balance of the
distribution shall be paid in one lump sum to the
designated beneficiary(ies) named under the Plans. If the
deceased retiree made no beneficiary designation under the
Plans, such lump sum shall be paid to the retiree's
beneficiary(ies) as named under the primary retirement
plan, or, if there is no beneficiary so named under the
primary retirement plan, to the retiree's estate.
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11. A beneficiary designated pursuant to Rule No. 10 who is
entitled to receive a lump sum because a retiree who had
elected a lump sum (or made no election) died subsequent to
the retiree's date of retirement may make or change a
beneficiary designation on the current Restoration Plan
retirement application form at any time prior to the
earlier of death or receipt of the full lump sum
distribution. If a beneficiary who has designated a
beneficiary(ies) dies prior to full distribution of the
lump sum, the balance of the distribution shall be paid in
one lump sum to the beneficiary so designated under this
Rule No. 11. If the deceased beneficiary made no
beneficiary designation under the Plans, but designated a
beneficiary under the primary retirement plan, such lump
sum shall be paid to the beneficiary so designated. If the
beneficiary designated no beneficiaries under either the
Plans or the primary retirement plan, such lump sum shall
be paid to the beneficiary's estate.
12. If a married employee who is eligible for preretirement
surviving spouse coverage under Title Two of the Pension
and Retirement Plan dies, the surviving spouse benefits
shall be restored under the Plans in the same manner as the
primary retirement benefits, except that the payments shall
be converted to a lump sum based on the spouse's age and
the actuarial assumptions included in the qualified
retirement plan. Such lump sums may not be deferred.
13. For benefit determination purposes under the Plans, it
shall be assumed that all employees elect to receive (or
begin to receive) payment under the qualified retirement
plan at the earliest possible date.
14. In the event of changes in the relevant laws or
circumstances, the Employee Benefit Plans Board may, in its
sole discretion, accelerate or change the manner of payment
of any deferred lump sum benefit from the Restoration
Plans.
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