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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material under Section 240.14a-12
CONOCO INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
(1) Title of each class of securities to which transaction applies:
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computed pursuant to Exchange Act Rule 0-11 (set forth the amount
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Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
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[CONOCO LETTERHEAD]
September 13, 2001
Edward W. Corrao
Legal Department
Fidelity Investments
82 Devonshire Street, F7C
Boston, MA 02109
Dear Ed:
Conoco management will propose to the Board of Directors that each of the 1998
Stock and Performance Incentive Plan and the 1998 Key Employee Stock Performance
Plan be amended to include the following:
Change related to plan amendments:
"If an amendment would (i) materially increase the benefits accruing to
participants under this plan, (ii) materially increase the aggregate number of
securities that may be issued under this Plan or (iii) materially modify the
requirements as to eligibility for participation in this plan, then to the
extent required by applicable law, or deemed necessary or advisable by the
committee of the board, such amendment shall be subject to shareholder
approval."
Change related to certain awards:
"Stock Awards, other than those awards which are the subject of specific grant
limitations under the Plan, shall be in lieu of, and have a fair market value on
the date of grant equal to, other compensation that the Company would otherwise
have awarded to the Participant."
Very truly yours,
/s/ Kevin J. McCormick
Kevin J. McCormick