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CONOCO INC.
5.90% Notes due 2004
6.35% Notes due 2009
6.95% Notes due 2029
Three series of Securities are hereby established pursuant to
Section 2.01 of the Indenture dated as of April 15, 1999 (the "Indenture")
between Conoco Inc. (the "Company") and Bank One, N.A., as trustee (the
"Trustee"), as follows:
1. Each capitalized term used but not defined herein shall
have the meaning assigned to such term in the Indenture.
2. The title of the 5.90% Notes due 2004 shall be "5.90% Notes
due 2004" (the "2004 Notes"), the title of the 6.35% Notes due 2009 shall be
"6.35% Notes due 2009" (the "2009 Notes") and the title of the 6.95% Notes due
2029 shall be "6.95% Notes due 2029" (the "2029 Notes" and, together with the
2004 Notes and the 2009 Notes, the "Notes").
3. The limit upon the aggregate principal amount of the 2004
Notes, the 2009 Notes and the 2029 Notes that may be authenticated and delivered
under the Indenture (except for Notes of such series authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes
of such series pursuant to Section 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 of the
Indenture and except for any Notes of such series which, pursuant to Section
2.04 or 2.17 of the Indenture, are deemed never to have been authenticated and
delivered thereunder) is $1,350,000,000, $750,000,000 and $1,900,000,000,
respectively; provided, however, that the authorized aggregate principal amount
of such series may be increased before or after the issuance of any Notes of
such series by a Board Resolution (or action pursuant to a Board Resolution) to
such effect.
4. The Notes shall be issued as permanent Global Securities
under the Indenture. The Depository Trust Company and the Trustee are hereby
designated as the Depositary and the Security Custodian, respectively, for the
Global Securities under the Indenture.
5. The date on which the principal of the 2004 Notes, the 2009
Notes and the 2029 Notes is payable shall be April 15, 2004, April 15, 2009 and
April 15, 2029, respectively.
6. The rate at which the 2004 Notes shall bear interest shall
be 5.90% per annum, the rate at which the 2009 Notes shall bear interest shall
be 6.35% per annum and the rate at which the 2029 Notes shall bear interest
shall be 6.95% per annum. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. No Additional Amounts with respect to the Notes
shall be payable. The date from which interest shall accrue for the Notes of
each series shall be April 20, 1999. The Interest Payment Dates on which such
interest shall be payable shall be April 15 and October 15 of each year,
commencing October 15, 1999. The record dates for the interest payable
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on the Notes on any Interest Payment Date shall be the April 1 and October 1, as
the case may be, next preceding such Interest Payment Date.
7. The place or places where the principal of, premium (if
any) on and interest on the Notes shall be payable shall be the office or agency
of the Company maintained for that purpose, initially the office of the Trustee,
in The City of New York, and any other office or agency maintained by the
Company for such purpose. Payments in respect of Notes evidenced by a Global
Security (including principal, premium, if any, and interest) shall be made by
wire transfer of immediately available funds to the accounts specified by the
Holder of such Notes. In all other cases, at the option of the Company, payment
of interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the register of the Notes maintained by
the Registrar.
8. The Paying Agent and Registrar for the Notes of each series
initially shall be the Trustee. In addition, as long as the Notes of any series
are listed on the Luxembourg Stock Exchange, the Company shall maintain a Paying
Agent and Registrar for the Notes of such series in Luxembourg, which initially
shall be Kredietbank S.A. Luxembourg.
9. The Notes are subject to redemption, in whole or in part,
at any time and from time to time, at the option of the Company, upon not less
than 30 nor more than 60 days' prior notice as provided in the Indenture, at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the
Notes to be redeemed and (ii) the sum of the present values of the Remaining
Scheduled Payments thereon, discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 12.5 basis points for the 2004 Notes, 20 basis points for the
2009 Notes and 25 basis points for the 2029 Notes, in each case plus accrued
interest thereon to the Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to maturity
(computed as of the second Business Day immediately preceding such Redemption
Date) of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the applicable series of Notes.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
as of the third Business Day preceding such Redemption Date,
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as set forth in the daily statistical release (or any successor release)
published by the Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
Business Day, (a) the average of the Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer" means each of Credit Suisse First
Boston Corporation (and its successors), Salomon Smith Barney Inc. (and its
successors) and two other nationally recognized investment banking firms that
are Primary Treasury Dealers specified from time to time by the Company;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer (a "Primary Treasury Dealer"), the Company shall
substitute therefor another nationally recognized investment banking firm that
is a Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30
p.m., New York time, on the third Business Day preceding such Redemption Date.
"Remaining Scheduled Payments" means, with respect to each
Note to be redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related Redemption Date but for
such redemption; provided, however, that, if such Redemption Date is not an
Interest Payment Date with respect to such Note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such Redemption Date.
10. The Company shall have no obligation to redeem, purchase
or repay Notes pursuant to any sinking fund or analogous provision or at the
option of a Holder thereof.
11. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Annex A hereto (the "Form of Note").
12. Each Note that is a Global Security shall bear the legend
set forth on the face of the Form of Note.
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ANNEX A
[FACE OF SECURITY]
CONOCO INC.
[5.90% NOTE DUE 2004] [6.35% NOTE DUE 2009] [6.95% NOTE DUE 2029]
CUSIP No._____________
No.___________ $_____________
Conoco Inc., a Delaware corporation (the "Company," which term
includes any successor Person under the Indenture hereinafter referred to)
__________, for value received, promises to pay to ____________ or registered
assigns, the principal sum of Dollars [, or such greater or lesser amount as
indicated on the Schedule of Exchanges of Securities hereto,](1) on April 15,
[2004] [2009] [2029].
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers and its
corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon.
Dated:
[SEAL] CONOCO INC.
By:
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Name:
Title:
By:
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Name:
Title:
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(1) This phrase to be included only if the Security is a Global Security.
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Certificate of Authentication:
This is one of the Securities of the
series designated therein referred
to in the within-mentioned Indenture.
BANK ONE, N.A., as Trustee
By:
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Authorized Officer
[Unless and until it is exchanged in whole or in part for
Securities in definitive form, this Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. The Depository Trust Company (55 Water Street, New York,
New York), a New York corporation ("DTC"), shall act as the Depositary until a
successor shall be appointed by the Company and the Registrar. Unless this
certificate is presented by an authorized representative of DTC to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.](2)
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(2) This paragraph to be included only if the Security is a Global
Security.
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[REVERSE OF SECURITY]
CONOCO INC.
[5.90% NOTE DUE 2004] [6.35% NOTE DUE 2009] [6.95% NOTE DUE 2029]
This Security is one of a duly authorized issue of [5.90%
Notes due 2004] [6.35% Notes due 2009] [6.95% Notes due 2029] (the "Securities")
of Conoco Inc., a Delaware corporation (the "Company").
1. Interest. The Company promises to pay interest on the
principal amount of this Security at [5.90] [6.35] [6.95]% per annum from April
20, 1999 until maturity. The Company will pay interest semiannually on April 15
and October 15 of each year (each an "Interest Payment Date"), or if any such
day is not a Business Day, on the next succeeding Business Day. Interest on the
Securities will accrue from the most recent Interest Payment Date on which
interest has been paid or, if no interest has been paid, from April 20, 1999;
provided that if there is no existing Default in the payment of interest, and if
this Security is authenticated between a record date referred to on the face
hereof (each, a "Record Date") and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be October 15, 1999. The
Company shall pay interest on overdue principal and premium (if any) from time
to time at a rate equal to the interest rate then in effect; it shall pay
interest on overdue installments of interest (without regard to any applicable
grace periods) from time to time at the same rate to the extent lawful. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day
months.
2. Method of Payment. The Company will pay interest on the
Securities (except defaulted interest) to the Persons who are registered Holders
of Securities at the close of business on the Record Date next preceding the
Interest Payment Date, even if such Securities are canceled after such Record
Date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Company will pay
the principal of, premium (if any) on and interest on the Securities in money of
the United States of America that at the time of payment is legal tender for
payment of public and private debts. Such amounts shall be payable at the
offices of the Trustee (as defined below), provided that at the option of the
Company, the Company may pay such amounts (1) by wire transfer with respect to
Global Securities or (2) by check payable in such money mailed to a Holder's
registered address with respect to any Securities.
3. Paying Agent and Registrar. Initially, Bank One, N.A. (the
"Trustee"), the trustee under the Indenture, will act as Paying Agent and
Registrar. In addition, as long as the Securities are listed on the Luxembourg
Stock Exchange, the Company shall maintain a Paying Agent and Registrar for the
Securities in Luxembourg, which initially shall be Kredietbank S.A. Luxembourg.
The Company may change any Paying Agent, Registrar, co-registrar or additional
paying agent without notice to any Holder. The Company may act in any such
capacity.
4. Indenture. The Company issued the Securities under an
Indenture dated as of April 15, 1999 (the "Indenture") between the Company and
the Trustee. The terms of the
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Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of execution of the
Indenture. The Securities are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of such terms and for the
definitions of capitalized terms used but not defined herein. The Securities are
unsecured general obligations of the Company limited to $[1,350,000,000]
[750,000,000] [1,900,000,000] in aggregate principal amount; provided, however,
that the authorized aggregate principal amount of the Securities may be
increased before or after the issuance of any Securities by a Board Resolution
(or action pursuant to a Board Resolution) to such effect. The Indenture
provides for the issuance of other series of debt securities (including the
Securities, the "Debt Securities") thereunder.
5. Denominations, Transfer, Exchange. The Securities are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Securities may be registered and Securities
may be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Neither the Company, the Trustee nor the Registrar shall be
required to register the transfer or exchange of (a) any Security selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part or (b) any Security during the period beginning 15
Business Days before the mailing of notice of redemption of Securities to be
redeemed and ending at the close of business on the date of mailing.
6. Persons Deemed Owners. The registered Holder of a Security
shall be treated as its owner for all purposes.
7. Redemption. The Securities are subject to redemption, in
whole or in part, at any time and from time to time, at the option of the
Company, upon not less than 30 nor more than 60 days' prior notice as provided
in the Indenture, at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Securities to be redeemed and (ii) the sum of the
present values of the Remaining Scheduled Payments thereon, discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus [12.5] [20] [25] basis points,
plus accrued interest thereon to the Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to maturity
(computed as of the second Business Day immediately preceding such Redemption
Date) of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.
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"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
as of the third Business Day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (a) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (b) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Reference Treasury Dealer" means each of Credit Suisse First
Boston Corporation (and its successors), Salomon Smith Barney Inc. (and its
successors) and two other nationally recognized investment banking firms that
are Primary Treasury Dealers specified from time to time by the Company;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer (a "Primary Treasury Dealer"), the Company shall
substitute therefor another nationally recognized investment banking firm that
is a Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30
p.m., New York time, on the third Business Day preceding such Redemption Date.
"Remaining Scheduled Payments" means, with respect to each
Security to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related Redemption Date
but for such redemption; provided, however, that, if such Redemption Date is not
an Interest Payment Date with respect to such Security, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such Redemption Date.
8. Amendments and Waivers. Subject to certain exceptions and
limitations, the Indenture or the Securities may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Debt Securities of all series affected by such amendment or
supplement (acting as one class), and any existing or past Default or Event of
Default under, or compliance with any provision of, the Indenture may be waived
(other than any continuing Default or Event of Default in the payment of the
principal of, premium (if any) on or interest on the Securities) by the Holders
of at least a majority in principal amount of the then outstanding Debt
Securities of any series or of all series (acting as one class) in accordance
with the terms of the Indenture. Without the consent of any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Securities or waive
any provision of either: (i) to cure any ambiguity, omission, defect or
inconsistency; (ii) to provide for the assumption of the obligations
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of the Company under the Indenture to Holders in the case of the merger,
consolidation or sale, lease, conveyance, transfer or other disposition of all
or substantially all of the assets of the Company; (iii) to provide for
uncertificated Securities in addition to or in place of certificated Securities
or to provide for the issuance of bearer Securities (with or without coupons);
(iv) to provide any security for the Securities or to add guarantees of the
Securities; (v) to comply with any requirement in order to effect or maintain
the qualification of the Indenture under the TIA; (vi) to add to the covenants
of the Company for the benefit of the Holders of the Securities, or to surrender
any right or power conferred by the Indenture upon the Company; (vii) to add any
additional Events of Default with respect to all or any series of the Debt
Securities; (viii) to change or eliminate any of the provisions of the
Indenture, provided that no outstanding Security is adversely affected in any
material respect; (ix) to supplement any of the provisions of the Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of the Securities pursuant to the Indenture; or (x) to evidence and
provide for the acceptance of appointment under the Indenture by a successor
Trustee with respect to the Securities and to add to or change any of the
provisions of the Indenture as shall be necessary to provide for or facilitate
the administration of the trusts thereunder by more than one Trustee, pursuant
to the requirements of the Indenture.
The right of any Holder to participate in any consent required
or sought pursuant to any provision of the Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which such consent is required or sought as of
a date identified by the Company in a notice furnished to Holders in accordance
with the terms of the Indenture.
Without the consent of each Holder affected, the Company may
not (i) reduce the amount of Debt Securities whose Holders must consent to an
amendment, supplement or waiver; (ii) reduce the rate of or change the time for
payment of interest, including default interest, on any Security; (iii) reduce
the principal of or premium on, or change the Stated Maturity of, any Security;
(iv) reduce the premium, if any, payable upon the redemption of any Security or
change the time at which any Security may or shall be redeemed; (v) change the
coin or currency in which any Security or any premium or interest with respect
thereto is payable; (vi) impair the right to institute suit for the enforcement
of any payment of principal of or premium (if any) or interest on any Security,
except as provided in the Indenture; (vii) make any change in the percentage of
principal amount of Debt Securities necessary to waive compliance with certain
provisions of the Indenture or make any change in the provision for
modification; or (viii) waive a continuing Default or Event of Default in the
payment of principal of or premium (if any) or interest on the Securities.
A supplemental indenture that changes or eliminates any
covenant or other provision of the Indenture which has expressly been included
solely for the benefit of one or more particular series of Debt Securities under
the Indenture, or which modifies the rights of the Holders of Debt Securities of
such series with respect to such covenant or other provision, shall be deemed
not to affect the rights under the Indenture of the Holders of Debt Securities
of any other series.
9. Defaults and Remedies. Events of Default are defined in the
Indenture and generally include: (i) default by the Company for 30 days in
payment of any interest on the
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Securities; (ii) default by the Company in any payment of principal of or
premium, if any, on the Securities when due and payable; (iii) default by the
Company in compliance with any of its other covenants or agreements in, or
provisions of, the Securities or in the Indenture which shall not have been
remedied within 90 days after written notice by the Trustee or by the holders of
at least 25% in principal amount of the Securities then outstanding (or, in the
event that other Debt Securities issued under the Indenture are also affected by
the default, then 25% in principal amount of all outstanding Debt Securities so
affected); or (iv) certain events involving bankruptcy, insolvency or
reorganization of the Company. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Securities of the series affected by such default (or, in the case
of an Event of Default described in clause (iii) above, if outstanding Debt
Securities of other series are affected by such Default, then at least 25% in
principal amount of the then outstanding Debt Securities so affected), may
declare the principal of and interest on all the Securities (or such Debt
Securities) to be immediately due and payable, except that in the case of an
Event of Default arising from certain events of bankruptcy, insolvency or
reorganization of the Company, all outstanding Debt Securities under the
Indenture become due and payable immediately without further action or notice.
The amount due and payable upon the acceleration of any Security is equal to
100% of the principal amount thereof plus accrued interest to the date of
payment. Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity reasonably
satisfactory to it before it enforces the Indenture or the Securities. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Securities (or affected Debt Securities) may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders notice
of any continuing default (except a default in payment of principal, premium or
interest) if it determines that withholding notice is in their interests. The
Company must furnish an annual compliance certificate to the Trustee.
10. Discharge Prior to Maturity. The Indenture with respect to
the Securities shall be discharged and canceled upon the payment of all of the
Securities and shall be discharged except for certain obligations upon the
irrevocable deposit with the Trustee of funds or U.S.
Government Obligations sufficient for such payment.
11. Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not Trustee.
12. No Recourse Against Others. A director, officer, employee,
stockholder, partner or other owner of the Company or the Trustee, as such,
shall not have any liability for any obligations of the Company under the
Securities or for any obligations of the Company or the Trustee under the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release shall be part of the
consideration for the issue of Securities.
13. Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.
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14. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Securities as a convenience to the
Holders of the Securities. No representation is made as to the accuracy of such
numbers as printed on the Securities and reliance may be placed only on the
other identification numbers printed thereon.
15. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST
AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUEST MAY BE MADE TO:
CONOCO INC.
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
TELEPHONE: (281) 293-2648
ATTENTION: CAPITAL MARKETS
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SCHEDULE OF EXCHANGES OF SECURITIES(3)
The following exchanges of a part of this Global Security for other Securities
have been made:
Principal Amount
Amount of Amount of of this Global Signature of
Decrease in Increase in Security Following Authorized Officer
Principal Amount Principal Amount Such Decrease of Trustee or
Date of Exchange of this Global Security of this Global Security (or Increase) Security Custodian
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(3) This Schedule to be included only if the Security is a Global
Security.
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
(I) or (we) assign and transfer this Security to
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(Insert assignee's social security or tax I.D. number)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
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as agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
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Date: Your Signature:
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(Sign exactly as your name appears on
the face of this Security)
Signature Guarantee:
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(Participant in a Recognized Signature
Guaranty Medallion Program)
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