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EXHIBIT 4.6
This Amendment to the Rights Agreement between Conoco Inc. (formerly Conoco
Energy Company) and First Chicago Trust Company of New York dated October 19,
1998 (the "Rights Agreement") is hereby adopted on October 20, 1998.
Pursuant to Section 26 of the Rights Agreement, the Rights Agreement is
hereby amended as follows:
Section 11, paragraph (p) is hereby amended to read in its entirety:
"(p) Anything to this Agreement to the contrary notwithstanding
(other than Section 11, paragraph (q) below), in the event that the Company
shall at any time after the Rights Dividend Declaration Date and prior to
the Distribution Date and in accordance with its certificate of
incorporation (i) declare a dividend on the outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding
shares of Common Stock, or (iii) combine the outstanding shares of Common
Stock into a smaller number of shares, the number of Rights associated with
each share of Common Stock then outstanding, or issued or delivered
thereafter but prior to the Distribution Date, shall be proportionately
adjusted so that the number of Rights thereafter associated with each share
of Common Stock following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of Common Stock
immediately prior to such event by a fraction the numerator which shall be
the aggregate number of shares of Common Stock outstanding immediately
prior to the occurrence of the event and the denominator of which shall be
the aggregate number of shares of Common Stock outstanding immediately
following the occurrence of such event."
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Section 11, paragraph (q) is hereby added to the Rights Agreement to read in
its entirety:
"(q) Anything in this Agreement to the contrary notwithstanding, each
share of Class B Common Stock outstanding after giving effect to the
reclassification of the Company's capital stock on October 20, 1998
(reclassifying 455,500,000 shares of Class B Common Stock into 430,000,000
shares of Class B Common Stock) and any dividend on or other change to
(including the number of shares outstanding of) the Class B Common Stock on
or before October 22, 1998 shall have one Class B Right attached thereto
and no adjustment that would otherwise be made by reason of the foregoing
reclassification or any such dividend or change described above shall be
given effect."
This Amendment may be executed in counterparts.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this
20th day of October, 1998.
/s/ X.X. XXXXXXXXXX
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Conoco Inc.
/s/ XXXXXX XXXXXXXXXX
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First Chicago Trust Company
of New York
/s/ XXXXX XXXXXXXXXX
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E.I. du Pont de Nemours & Co. Inc.
