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EXHIBIT 4.1
CONSENT ACTION OF CONOCO INC.
The undersigned, President and Chief Executive Officer of Conoco Inc.,
pursuant to a delegation from the Board of Directors of Conoco Inc., effective
August 12, 1989; subsequent delegations pursuant to corporate Authority
limitations and Governance guidelines issued on June 1, 1994, February 10, 1997,
October 30, 1997 and April 21, 1999; and pursuant to Article XIX. of the Thrift
Plan for Employees of Conoco Inc. and Article XIX. of the Thrift Plan for Retail
Employees of Conoco Inc., consents to the following actions:
RESOLVED, That effective January 1, 2000, Article V. A. and B. of
Chapter 1 of the Thrift Plan for Employees of Conoco Inc. shall be amended to
read as follows:
V. CONOCO CONTRIBUTIONS
A. Amount of Company Contributions
1. Company shall contribute out of its
accumulated earnings and profits to a
Participant's Regular Account an amount
equal to 100 percent of each Participant's
Basic Deposits, except as hereinafter
provided in Article VI. Such contributions
shall be paid to the Trustee at least
monthly.
2. Starting in the month in which Conoco makes
its first contribution pursuant to Article
V.B. of the Plan, as amended effective
January 1, 2000, Conoco shall make a monthly
contribution to the Trustee of 1 percent of
the monthly compensation in the month
preceding the month in which such
contribution is made of all Employees
eligible to participate in the Plan in the
month preceding the month in which the
contribution is made, except as hereinafter
provided in Article VI. Each Employee who is
eligible to participate in the Plan in the
month preceding the month in which the
contribution is made to the Trustee shall be
allocated an amount which is 1 percent of
his monthly Compensation in the month
preceding the month in which the
contribution is made to the Trustee. Such
contributions shall be allocated by the
Trustee in the month following the month in
which the contribution is made to the
Trustee among the Regular Employee Accounts
of all Employees eligible to participate in
the Plan in the month preceding the month in
which the contribution is made to the
Trustee. After allocation by the Trustee,
such contributions shall be invested as
provided in Article VII.A.
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B. Additional Conoco Contributions
This is a profit sharing plan. Conoco may from time
to time voluntarily make additional contributions
subject to the following provisions, conditions, and
limitations:
1. No such additional contribution shall be
made unless the same is specifically
authorized by the Board or its delegee.
2. No such additional contribution shall be
applicable to the employees of any
Affiliated Company participating in the Plan
unless such applicability to such employees
is authorized by the board of directors of
such Affiliated Company.
3. Such additional contribution shall be a
percentage of the monthly Compensation in
the month preceding the month in which such
contribution is made of all Employees
eligible to participate in the Plan in the
month preceding the month in which the
contribution is made to the Trustee and
shall be paid monthly to the Trustee. The
Trustee shall allocate the contribution in
the month following the month in which the
contribution is made to the Trustee among
the Regular Employee Accounts of all
Employees eligible to participate in the
Plan in the month preceding the month in
which such contribution is made to the
Trustee. Each Employee who is eligible to
participate in the Plan in the month
preceding the month in which the
contribution is made to the Trustee shall be
allocated an amount which is a percentage of
his monthly Compensation in the month
preceding the month in which such
contribution is made. Such percentage shall
be the same proportion that the Company
contribution under this Article V.B. bears
to the monthly Compensation of all Employees
eligible to participate in the Plan in the
month preceding the month in which the
contribution is made to the Trustee. After
allocation by the Trustee, such
contributions shall be invested as provided
in Article VII.A.
4. Monthly contributions under Article V.A.2.
and V.B.3. shall not exceed 6 percent of the
monthly Compensation of all Employees
eligible to participate in the Plan in the
month preceding the month in which such
contributions are made to the Trustee.
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FURTHER RESOLVED, That effective January 1, 2000, the first sentence of
Article VII.A. of Chapter 1 of the Thrift Plan for Employees of Conoco Inc.
shall be amended to read as follows:
A. Investment Direction
A Participant in the Plan shall instruct the Trustee in the
form prescribed by the Benefit Board as to the Investment
Direction for future deposits, contributions and income to his
Employee Account, except that Company contributions made
pursuant to Article V.A.2. or Article V.B. shall be invested
by the Trustee in the Conoco Stock Fund: Class B Common Stock.
FURTHER RESOLVED, That Effective January 1, 2000, the first sentence of
the third paragraph of Article VIII.A.2. shall be amended to read as follows:
Brokerage commissions, transfer taxes, and other charges and expenses
in connection with the purchase or sale of securities shall be added to
the cost of such securities or deducted from the proceeds thereof, as
the case may be. Notwithstanding the preceding sentence, brokerage
commissions, transfer taxes, and other charges and expenses in
connection with the purchase of shares of the Conoco Stock Fund: Class
B Common Stock purchased with Company contributions made pursuant to
Article V.A.2. or B.3. shall not be added to the cost of such
securities.
FURTHER RESOLVED, That effective January 1, 2000, Article XIV.H.(a) of
Chapter 1 of the Thrift Plan for Employees of Conoco Inc. shall be amended to
read as follows:
Brokerage fees, transfer taxes, investment fees, wrap fees, rebalancing
fees and other expenses incident to the purchase, sale and operation of
securities and other investments and incident to the administration of
Options A, B, C and D shall be included in the cost of such securities
or investments or deducted from the sale proceeds, as the case may be.
Notwithstanding the preceding sentence, brokerage commissions, transfer
taxes, and other charges and expenses in connection with the purchase
of shares of Conoco Stock Fund: Class B Common Stock purchased with
Company contributions made pursuant to Article V.A.2. or B.3 shall not
be added to the cost of such securities.
FURTHER RESOLVED, That effective January 1, 1997, Article X.E.1. and 2.
of Chapter 1 of the Thrift Plan for Employees of Conoco Inc. shall be amended to
read as follows:
E. Compliance with Minimum Distribution Rules
1. General Rule
Notwithstanding any other provision of this Plan,
beginning January 1, 1985, a Member, Beneficiary
Member, Terminated Member, Retired Member, or
Alternate Payee shall receive
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Minimum Distributions. "Minimum Distributions" shall
mean distributions in such amounts as are required to
satisfy section 401(a)(9) of the Code, the incidental
death benefit rule of section 401(a)(9)(G) of the
Code, and regulations under both of those Code
sections, and which are made no later than required
to satisfy section 401(a)(9) of the Code and
regulations thereunder. Except as provided in Article
X.E.2., 3. and 4. below, a Member, Beneficiary
Member, Terminated Member, Retired Member, or
Alternate Payee shall receive his Minimum
Distributions on or before his Required Beginning
Date in the form of a lump sum payment of his entire
Vested Account.
In the case of a Member, Terminated Member, or
Retired Member, who reaches age 70 1/2 prior to the
year 2000, or a 5 percent owner of the Company, the
Required Beginning Date is April 1 of the year
following the year in which such individual turned
age 70 1/2.
In the case of a Member, Terminated Member, or
Retired Member, who reaches age 70 1/2 on or after
January 1, 2000, the Required Beginning Date is April
1 of the calendar year following the later of the
calendar year in which the individual reaches age 70
1/2 or the calendar year in which the individual
ceases to be employed by the Corporate Employer.
In the case of a Beneficiary Member or Alternate
Payee, the Required Beginning Date is December 31 of
the year in which the Member to whom the benefit
relates turns or would have turned age 70 1/2, if
such Member turns or would have turned age 70 1/2
prior to the year 2000.
In the case of a Beneficiary Member or Alternate
Payee, the Required Beginning Date is December 31 of
the later of the calendar year in which the Member to
whom the benefit relates turns 70 1/2, would have
turned age 70 1/2, or ceases to be employed by the
Corporate Employer, if such Member turned or would
have turned age 70 1/2 on or after January 1, 2000.
2. Active Employee
If a Member, who attains age 70 1/2 before January 1,
2000, has not terminated employment with Conoco on
April 1 of the calendar year following the calendar
year in which he attained age 70 1/2, his Minimum
Distribution will begin no later than that date in
the form of a Lifetime Periodic Payment.
FURTHER RESOLVED, That effective January 1, 1999, Article X.E.1. and 2.
of the Thrift Plan for Retail Employees of Conoco Inc. shall be amended to read
as follows:
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E. Compliance with Minimum Distribution Rules
1. General Rule
Notwithstanding any other provision of this Plan, a
Member, Beneficiary Member, Terminated Member,
Retired Member, or Alternate Payee shall receive
minimum Distributions. "Minimum Distributions" shall
mean distributions in such amounts as are required to
satisfy section 401(a)(9) of the Code, the incidental
death benefit rule of section 401(a)(9)(G) of the
Code, and regulations under both of those Code
sections, and which are made no later than required
to satisfy section 401(a)(9) of the Code and
regulations thereunder. Except as provided in Article
X.E.2., 3. and 4. below, a Member, Beneficiary
Member, Terminated Member, Retired Member, or
Alternate Payee shall receive his Minimum
Distributions on or before his Required Beginning
Date in the form of a lump sum payment of his entire
Vested Account.
In the case of a Member, Terminated Member or Retired
Member, who reaches age 70 1/2 prior to the year
2000, or a 5 percent owner of the Company, the
Required Beginning Date is April 1 of the year
following the year in which such individual turned
age 70 1/2.
In the case of a Member, Terminated Member, or
Retired Member, who reaches age 70 1/2 on or after
January 1, 2000, the Required Beginning Date is April
1 of the calendar year following the later of the
calendar year in which the individual reaches age 70
1/2 or the calendar year in which the individual
ceases to be employed by the Corporate Employer.
In the case of a Beneficiary Member or Alternate
Payee, the Required Beginning Date is December 31 of
the year in which the Member to whom the benefit
relates turns or would have turned age 70 1/2 prior
to the year 2000.
In the case of a Beneficiary Member or Alternate
Payee, the Required Beginning Date is December 31 of
the later of the calendar year in which the Member to
whom the benefit relates turns 70 1/2, would have
turned age 70 1/2, or ceases to be employed by the
Corporate Employer, if such Member turned or would
have turned age 70 1/2 on or after January 1, 2000.
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2. Active Employee
If a Member, who attains age 70 1/2 before January 1,
2000, has not terminated employment with Conoco on
April 1 of the calendar year following the calendar
year in which he attained age 70 1/2, his Minimum
Distribution will begin no later than that date in
the form of a Lifetime Periodic Payment.
Witness the signature this 31st day of December 1999.
/s/ Archie W. Dunham
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Archie W. Dunham
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