Amendment to Rabbi Trust Agreement between Conoco Inc. and U.S. Trust Company, N.A.

Summary

Conoco Inc. and U.S. Trust Company, National Association have amended their existing Rabbi Trust Agreement, effective March 1, 2002. The amendment clarifies that the merger between Phillips Petroleum Company and Conoco Inc., as well as related shareholder approvals, will not be considered a "Change in Control" under the Trust Agreement. This change ensures that the merger does not trigger any provisions tied to a change in control within the trust.

EX-10.39.1 24 h03367exv10w39w1.txt AMENDMENT TO RABBI TRUST AGREEMENT Exhibit 10.39.1 AMENDMENT TO RABBI TRUST AGREEMENT This Amendment to the Trust Agreement (the "Trust Agreement") between U.S. Trust Company, National Association (the "Trustee") and Conoco Inc. (the "Company") is hereby entered into this 25th day of February, 2002 and shall become effective March 1, 2002. WHEREAS, the Trust Agreement may be amended with respect to certain matters pursuant to Section 12; NOW, THEREFORE, effective as of the date specified above, the Company and Trustee hereby amend Section 15 of the Trust Agreement by adding the following sentence to the end of the definition of "Change in Control" to read as follows: "Notwithstanding any provision to the contrary, neither the transactions contemplated by the Agreement and Plan of Merger dated as of November 18, 2001 to which Phillips Petroleum Company and the Company are parties, nor the approval of such transactions by the shareholders of either Phillips Petroleum Company or the Company, shall constitute a Change of Control for purposes of any provision of this Trust Agreement." IN WITNESS WHEREOF, the Company and the Trustee have signed this amendment to the Trust Agreement as of the date first written above. CONOCO INC. By: /s/ R. W. Goldman ------------------------------------------ R. W. Goldman Senior Vice President, Finance and Chief Financial Officer U.S. TRUST COMPANY, NATIONAL ASSOCIATION By: /s/ Charles E. Wert ------------------------------------------ Title: Executive Vice President --------------------------------------- 1