<PAGE>

                                 EXHIBIT 4(b)

                   PROTEIN TECHNOLOGIES INTERNATIONAL, INC.

                            Savings Investment Plan

                                   PLAN 002

                          Effective December 3, 1997

                    (As Amended Effective January 1, 1999)
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                               Table of Contents


                                                          Page


Recitals                                                   1



                                       i
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                   PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
                            SAVINGS INVESTMENT PLAN

          Whereas, effective December 3, 1997, E. I. du Pont de Nemours and
Company acquired Protein Technologies International, Inc. (the "Company") from
Ralston Purina Company.

          Whereas, the Company wishes to establish the Protein Technologies
International, Inc. Savings Investment Plan ("Plan") for the employees of the
Company.

          Now, therefore, resolved that the Protein Technologies International,
Inc. Savings Investment Plan is hereby adopted effective December 3, 1997.

                                       2
<PAGE>

                   PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
                            SAVINGS INVESTMENT PLAN

                                   ARTICLE I

                                  Definitions
                                  -----------

Section 1.01   Accounts shall mean, with respect to any Member, his Basic and
               --------
               Supplemental Investment Accounts, his Company Contribution
               Account, and his Rollover Account.

Section 1.02   Affiliated Company shall mean (a) any company more than fifty
               ------------------
               percent (50%) of the voting stock of which is directly or
               indirectly owned by Protein Technologies International, Inc. or
               by any successor, and (b) any Commonly Controlled Entity;
               provided, however, that a company shall not be an Affiliated
               Company unless common stock would be employer securities [within
               the meaning of Code Section 409(1)] with respect to such company.

Section 1.03   Basic Matched Contributions shall mean the amount remitted by the
               ---------------------------
               Employer in accordance with Section 4.01.

Section 1.04   Basic Unmatched Contributions shall mean the amount remitted by
               -----------------------------
               the Employer in accordance with Section 4.01.

Section 1.05   Basic Investment Account shall mean that portion of the Trust
               ------------------------
               Fund which, with respect to any Member, is attributable to Basic
               Matched and Basic Unmatched Contributions under the Plan and any
               investment earnings and gains or losses thereon.

Section 1.06   Beneficiary shall mean any person or persons designated in
               -----------
               accordance with Section 10.02.

Section 1.07   Board of Directors shall mean the Board of Directors of Protein
               ------------------
               Technologies International, Inc. and any committee of directors
               authorized by such Board to act in its behalf with reference to
               the Plan.

Section 1.08   Code shall mean the Internal Revenue Code of 1986, as amended
               ----
               from time to time. Reference to any section or subsection of the
               Code includes reference to any comparable or succeeding
               provisions of any legislation which amends, supplements or
               replaces such section or subsection.

                                       3
<PAGE>

Section 1.09   Commonly Controlled Entity shall mean (1) any corporation which
               --------------------------
               is a member of the same controlled group of corporations [within
               the meaning of Code Section 414(b)] as E. I. du Pont de Nemours
               and Company, (2) any trade or business (whether or not
               incorporated) which is under common control with E. I. du Pont de
               Nemours and Company within the meaning of Code Section 414(c),
               and (3) any organization which is a member of an affiliated
               service group [within the meaning of Code Section 414(m)] of
               which a Company is also a member, and (4) any entity which is
               required to be aggregated under Code Section 414(o).

Section 1.10   Company shall mean Protein Technologies International, Inc., a
               -------
               Delaware corporation, and any Affiliated Company while an
               Affiliated Company.

Section 1.11   Company Contribution Account shall mean that portion of the Trust
               ----------------------------
               Fund which, with respect to any Member, is attributable to any
               contributions made on his behalf by the Company in accordance
               with Section 4.02 and any investment earnings and gains or losses
               thereon.

Section 1.12   Company Matching Contributions shall mean the amount contributed
               ------------------------------
               by the Employer in accordance with Section 4.02(a).

Section 1.13   Compensation shall mean the basic compensation and such other
               ------------
               forms of cash compensation paid for employment in Covered
               Service, as determined by the Plan Administrator including but
               not limited to, regular cash bonuses (unless the Member elects to
               defer such bonus under a Company sponsored Deferred Compensation
               Plan); payments made under a Code Section 125 Cafeteria Plan;
               payments received by Members as a result of non-occupational
               sicknesses or injuries as wage replacement; and payments received
               by a Member under any type of Company sponsored voluntary
               supplementation of worker's compensation payments. Compensation
               shall not include employer paid reimbursements and allowances, or
               non-recurring awards. Notwithstanding the foregoing, for Plan
               Years commencing on or after January 1, 1994, Compensation for
               purposes of the Plan shall not exceed $150,000, or such increases
               as the Secretary of Treasury may determine in accordance with
               Section 401(a)(17) of the Code.

Section 1.14   Covered Service means employment of an Employee by an Employer in
               ---------------
               a Participating Unit, in a sales, administrative, clerical, or
               production capacity, as a regular Employee for which the Employee
               is paid from a United States dollar payroll maintained in the
               United States and for which the Employee receives a regular and
               stated compensation or retainer and an Employee,

                                       4
<PAGE>

               while designated as an Internationally Assigned Employee in a
               sales, administrative, clerical, or production capacity for which
               the Employee receives a regular stated compensation or retainer
               which is subject to taxes imposed by the Federal Insurance
               Contributions Act; provided that the following service shall not
               be Covered Service:

               (a) Employment excepted by the Board of Directors, or by the Plan
                   Administrator pursuant to authority delegated to it by the
                   Board of Directors, on a uniform and nondiscriminatory basis
                   with respect to persons similarly situated;

               (b) Employment subject to a collective bargaining agreement the
                   terms and conditions of which do not make this Plan
                   applicable to it, and

               (c) Employment as a Leased Employee.

               (d) Employment as a Temporary Employee.

               For purposes of this definition, Internationally Assigned
               Employee shall mean an individual designated as such by the
               Company.

Section 1.15   Disability shall mean, (a) being disabled within the meaning of
               ----------
               any pension plan or long term disability plan of an Employer
               under which a Member is entitled to receive benefits and which
               results in Termination of Employment, or (b), if (a) is not
               applicable, as provided in Code Section 72(m)(7), being unable to
               engage in any substantial gainful activity by reason of any
               medically determined physical or mental impairment which can be
               expected to result in death or to be of a long continued and
               indefinite duration which results in a Termination of Employment.

Section 1.16   Effective Date shall mean December 3, 1997.
               --------------

Section 1.17   Eligible Employee shall mean an Employee who has satisfied the
               -----------------
               eligibility requirement of Section 2.01 and is employed in
               Covered Service.

Section 1.18   Eligible Spouse shall mean the person to whom a Member is
               ---------------
               lawfully married at the time benefit payments to the Member from
               this Plan commence, or in the case of a Member who dies before
               such time, the person to whom the Member is lawfully married on
               the date of death of the Member.

                                       5
<PAGE>

Section 1.19   Employee shall mean any person employed by the Company, including
               --------
               a Leased Employee.

Section 1.20   Employer shall mean Protein Technologies International, Inc., or
               --------
               any Affiliated Company by whom the Employee is employed that
               contributes to the Plan for the benefit of its employees with the
               approval of the Plan Administrator. Any such Company that
               contributes to the Plan shall thereby agree to all of the terms
               and conditions of the Plan.

Section 1.21   Entry Date shall mean, with respect to an Eligible Employee first
               ----------
               hired after December 2, 1997, the first day of the month on or
               following the Employee's Employment Commencement Date (as defined
               in Section 3.02).

               Notwithstanding the foregoing, for all Eligible Employees of
               Protein Technologies International, Inc., who were employed by
               Ralston Purina Company as of December 2, 1997, Entry Date shall
               mean December 3, 1997.

Section 1.22   Highly Compensated Employee shall mean any Employee who is a
               ---------------------------
               highly-compensated employee as defined in Section 414(q) of the
               Code and regulations thereunder.

Section 1.23   Investment Fund or Funds shall mean the separate funds
               ------------------------
               established within the Trust in accordance with Article VII.

Section 1.24   Leased Employee shall mean a person who is not otherwise an
               ---------------
               Employee of the Company but who provides services to the Company
               and--

               (1)  such services are provided pursuant to an agreement (written
                    or oral) between the Company, and any other person ("leasing
                    organization"),

               (2)  such person has performed such services for the Company on a
                    substantially full-time basis for a period of at least one
                    year, and

               (3)  such services are performed under the primary direction or
                    control by the Company.

               A person shall not be deemed a Leased Employee if he is covered
               by a plan maintained by a leasing organization which is a money
               purchase pension plan with a non-integrated employer contribution
               rate of at least ten percent (10%) of compensation, and provides
               for immediate participation and for full

                                       6
<PAGE>

               and immediate vesting provided that Leased Employees constitute
               less than twenty percent (20%) of the Company's Non-Highly
               Compensated Employees.

Section 1.25   Member shall mean any person included in the membership of the
               ------
               Plan as provided in Article II.

Section 1.26   Non-Highly Compensated Employee shall mean any Employee who is
               -------------------------------
               neither a Highly Compensated Employee nor a family member of a
               Highly Compensated Employee, as defined in Section 414(q) of the
               Code and regulations thereunder.

Section 1.27   Participating Unit shall mean E. I. du Pont de Nemours and
               ------------------
               Company or any subsidiary of E. I. du Pont de Nemours and Company
               that contributes to the Plan for the benefit of its Employees
               with the approval of the Plan Administrator, and any unit of
               Employees of the Company or an Affiliated Company authorized to
               participate in the Plan in accordance with Section 16.09.

Section 1.28   Plan shall mean the Protein Technologies International, Inc.
               ----
               Savings Investment Plan, as described herein or as hereafter
               amended.

Section 1.29   Prior Plan shall mean the Ralston Purina Company Savings
               ----------
               Investment Plan as in effect on December 2, 1997.

Section 1.30   Plan Administrator shall mean the Company.
               ------------------

Section 1.31   Plan Year shall mean the calendar year.
               ---------

Section 1.32   Profits shall mean both the accumulated earnings and profits and
               -------
               current net taxable income of the Company, before deduction of
               federal, state, and local income taxes and before any
               contributions made by the Company to this or any other employee
               benefit plan maintained by the Company, as determined by its
               independent public accountants in accordance with generally
               accepted accounting principles.

Section 1.33   Retirement shall mean early or normal retirement under any other
               ----------
               retirement plan of the Company, provided such retirement results
               in the Member's Termination of Employment. "Retirement" for
               Members not covered by such a plan shall mean Termination of
               Employment after attaining age seventy (70).

                                       7
<PAGE>

Section 1.34   Rollover Contribution shall mean that portion of the Trust Fund
               ---------------------
               which, with respect to any Member, is attributable to Rollover
               Contributions under Section 16.13 under the Plan, and any
               investment earnings and gains or losses thereon.

Section 1.35   Supplemental Contributions shall mean the contributions of a
               --------------------------
               Member which are credited to his Supplemental Investment Account
               in accordance with Section 4.03.

Section 1.36   Supplemental Investment Account shall mean that portion of the
               -------------------------------
               Trust Fund which, with respect to any Member, is attributable to
               his own Supplemental Contributions, and any investment earnings
               and gains or losses thereon.

Section 1.37   Temporary Employee shall mean an Employee who is hired (i) to
               ------------------
               complete a special project of limited duration, or (ii) to fill
               the vacancy of an Employee who is on a leave of absence.

Section 1.38   Termination of Employment shall mean separation from the
               -------------------------
               employment of the Company for any reason, including, but not
               limited to, Retirement, death, Disability, resignation or
               dismissal by the Company; provided, however, that a transfer of
               employment between Protein Technologies International, Inc. and
               E. I. du Pont de Nemours and Company or between Affiliated
               Companies shall not be deemed to be "Termination of Employment".
               Notwithstanding the foregoing, for purposes hereunder, an
               Employee who has been placed on inactive status for a twelve (12)
               consecutive month period shall be treated as having incurred a
               termination of Employment, provided, however, if a definite date
               has been established at which time the Employee is expected to
               return to Covered Service, then the person shall not be deemed to
               have incurred a "Termination of Employment". With respect to any
               leave of absence or any period of service in the Armed Forces of
               the United States ("Armed Forces"), Article III shall govern.

Section 1.39   Trustee shall mean a trustee or trustees at any time acting as
               -------
               such under a trust agreement or agreements established for
               purposes of this Plan.

Section 1.40   Trust Fund shall mean the cash and other properties arising from
               ----------
               contributions made in accordance with the provisions of this
               Plan.

Section 1.41   Valuation Date shall mean each day the New York Stock Exchange is
               --------------
               open for business.

                                       8
<PAGE>

Section 1.42   Withdrawal Valuation Date shall mean, with respect to a Member,
               -------------------------
               the Valuation Date coinciding with, or immediately following, the
               date on which his request for a withdrawal under the Plan is
               filed with the Company.


                                  ARTICLE II

                                  Membership
                                  ----------

Section 2.01   Eligibility.  An Employee shall be eligible for membership in the
               -----------
               Plan on any Entry Date on which the Employee is employed in
               Covered Service.

Section 2.02   Membership Application.  An Eligible Employee may become a Member
               ----------------------
               on an Entry Date by completing and submitting to the Plan
               Administrator or its delegates an application form supplied by
               the Plan Administrator on which he designates the percentage of
               his Compensation he wishes to be contributed to this Plan by
               means of deductions from his Compensation, he chooses one or more
               Investment Fund(s), and he names a Beneficiary. Participation in
               the Plan by an Eligible Employee is voluntary.

Section 2.03   Rehired Former Employee.  If a former Employee formerly eligible
               -----------------------
               for membership under Section 2.01 above is rehired after a
               Severance from Service Date as defined in Section 3.02(d), the
               former Employee shall again be eligible to become a Member of the
               Plan on the date of his re-employment as an Eligible Employee.


                                  ARTICLE III

                                    Service
                                    -------

Section 3.01   Period of Service. The Period of Service of an Employee means the
               -----------------
               period of time beginning on an Employment Commencement Date of an
               Employee and ending on the Severance from Service Date of the
               Employee that next follows such an Employment Commencement Date.
               Nonconsecutive Periods of Service shall be aggregated and three
               hundred sixty-five (365) days of service shall equal a whole year
               of service. If an Employee performs an Hour of Service within
               twelve (12) months of a Severance from Service Date, the
               Employee's Period of Service shall include the time which elapsed
               between the date of such a Severance from Service Date and such
               date of re-employment.

                                       9
<PAGE>

               Additionally, the following service shall be included in an
               Employee's Period of Service: service recognized by the Ralston
               Purina Company Savings & Investment Plan as of December 2, 1997.

Section 3.02   Service Definitions.
               -------------------

               (a) "Employment Commencement Date" shall mean the date the
                   Employee first performs an Hour of Service; provided that, if
                   an Employee incurs a Break in Service of at least one year,
                   the Employment Commencement Date of the Employee shall be the
                   first day on which the Employee performs an Hour of Service
                   after incurring such a Break in Service.

               (b) "Break in Service" means the period following a Severance
                   from Service Date extending until the Employee again
                   completes an Hour of Service.

               (c) "Hour of Service" means an hour for which an Employee is
                   paid, or entitled to payment, for the performance of duties
                   for the Company.

               (d) "Severance from Service Date" means the earlier of (1) the
                   date the Employee retires, dies, resigns or is discharged, or
                   (2) the first anniversary of the date on which the Employee
                   begins a period of absence, with or without pay, with the
                   Company.

Section 3.03   Absence in Military Service.  If an Employee shall have been
               ---------------------------
               absent from the service of the Company because of service in the
               Armed Forces of the United States and if he shall have returned
               to the service of the Company within the period during which re-
               employment rights are extended by law, such absence shall not
               count as a period of severance. Any period of such absence which
               is not otherwise included in his Period of Service shall be so
               included.

Section 3.04   Family Medical Leave.  If an Employee is absent from the service
               --------------------
               of the Company because of a leave of absence which qualifies as a
               leave under the Family Medical Leave Act, such absence shall be
               included in the Period of Service.

Section 3.05   Approved Leave of Absence.  A period during which an Employee is
               -------------------------
               on a leave of absence approved by the Company not otherwise
               included in a Period of Service shall, if the Plan Administrator
               so determines, be so

                                       10
<PAGE>

              included under rules established by the Plan Administrator
              uniformly applicable to all Employees similarly situated

                                  ARTICLE IV
                                 Contributions
                                 -------------

Section 4.01  Basic Matched Contributions and Basic Unmatched Contributions.
              -------------------------------------------------------------

              (a) Each Member may elect to reduce his Compensation in any amount
                  from two percent (2%) to twelve percent (12%) [in one percent
                  (1%) increments] of his Compensation for each payroll period
                  subject to the provisions set forth in Sections 4.04(g), 4.08,
                  and Article XIX, and his Employer shall remit an amount equal
                  to the amount of the reduction in his Compensation to the Plan
                  on his behalf as soon as practicable after the end of the
                  payroll period.

              (b) For a Member who has (1) completed a one (1) year Period of
                  Service, or (2) was an Eligible Employee on the Effective Date
                  of this Plan, the first six percent (6%) of contributions
                  under this paragraph shall be considered Basic Matched
                  Contributions, and a Company Contribution shall be made with
                  respect to such contributions in accordance with Section 4.02.
                  Any contributions other than those described in the preceding
                  sentence shall be considered Basic Unmatched Contributions.

              (c) Notwithstanding the foregoing, the Employer shall not remit to
                  the Plan any Basic Matched Contributions or Basic Unmatched
                  Contributions on behalf of any Member who receives a hardship
                  withdrawal of his Basic Contribution Account or his Company
                  Matching Contribution Account in accordance with Section
                  11.02, during the twelve-month period immediately following
                  such withdrawal.

Section 4.02  Company Matching Contributions
              ------------------------------

              (a)  The Company shall contribute out of its accumulated earnings
                   and profits to a Company Matching Contribution Account an
                   amount equal to 100% of each Member's Basic Matched
                   Contributions.

                                       11
<PAGE>

              (b)  In the event that the Commissioner of Internal Revenue, on
                   timely application made after the adoption of the Plan, as
                   restated, determines that the Plan and the implementing trust
                   do not qualify for tax-exempt status, or refuses, in writing,
                   to issue a favorable determination with respect to the Plan
                   and such trust, the Employer contributions made on or after
                   the date on which such determination or refusal is applicable
                   shall be returned to the Employer without interest. In the
                   event that an Employer contribution to the Plan is made by a
                   mistake of fact or all or part of the Employer's deductions
                   under Code Section 404 for contributions to the Plan are
                   disallowed by the Internal Revenue Service, the portion of
                   the contributions attributable to such mistake of fact or to
                   which such disallowance applies shall be returned to the
                   Employer without interest.

                   Any such return shall be made within one year after the
                   making of such contribution by mistake of fact or the denial
                   of qualification or disallowance of deductions, as the case
                   may be.

              (c)  Company Matching Contributions shall be suspended for six
                   months if a Member withdraws any or all of his Company
                   Matching Contributions deposited in his Account during the
                   two years preceding the withdrawal under Section 11.04.

Section 4.03   Supplemental Contributions.
               --------------------------

              (a)  A Member may elect to make after-tax Supplemental
                   Contributions by authorizing payroll deductions of one
                   percent (1%) to ten percent (10%) of his Compensation in one
                   percent, (1%) increments which shall be paid to the Trustee
                   as soon as practicable. A Member's election of Supplemental
                   Contributions may be made in addition to any Basic Matched
                   or Basic Unmatched Contributions elected by the Member, or
                   may be made in lieu of such other contributions, subject to
                   the provisions set forth in Section 4.05(h) and Article
                   XVIII.

              (b)  The Plan Administrator may implement rules limiting the
                   Supplemental Contributions which may be made on behalf of
                   some or all Highly Compensated Employees so that the limits
                   set forth in Article XIX are satisfied.

                                       12
<PAGE>

               (c)  Notwithstanding the foregoing, a Member may not elect to
                    make after-tax Supplemental Contributions during the twelve-
                    month period immediately following the distribution of any
                    hardship withdrawal of his Basic Contribution Account or his
                    Company Matching Contribution Account made in accordance
                    with Section 11.02.

Section 4.04   Deferral Percentages.
               --------------------

               (a)  The actual deferral percentage for the Highly Compensated
                    Employees shall satisfy at least one of the following tests:

                    (i)  The actual deferral percentage for the eligible Highly
                         Compensated Employees for the Plan Year does not exceed
                         the actual deferred percentage for the eligible Non-
                         Highly Compensated Employees for the preceding Plan
                         Year, multiplied by 1.25; or

                    (ii) The actual deferral percentage for the eligible Highly
                         Compensated Employees for the Plan Year does not exceed
                         the actual deferral percentage for the eligible Non-
                         Highly Compensated Employees for the preceding Plan
                         Year, multiplied by 2.0; provided, however, that the
                         actual deferral percentage for the eligible Highly
                         Compensated Employees may not exceed the actual
                         deferral percentage for the eligible Non-Highly
                         Compensated Employees by more than two percentage
                         points.

              (b)(1) The actual deferral percentage with respect to Basic
                     Matched Contributions for a specified group of Employees
                     for a Plan Year shall be the average of the ratios
                     (calculated separately for each Employee in such group) of:

                    (i)  The amount of Basic Matched Contributions actually paid
                         to the Plan on behalf of each such Employee for such
                         Plan Year, to

                   (ii)  The Employee's compensation (within the meaning of Code
                         Section 414(a)) for such Plan Year.

              (b)(2) The actual deferral percentage with respect to Basic
                     Unmatched Contributions for a specified group of
                     Employees for a Plan Year shall be the average of the
                     ratios (calculated separately for each Employee in such
                     group) of:

                                       13
<PAGE>

                 (i) The amount of Basic Unmatched Contributions actually paid
                     to the Plan on behalf of each such Employee for such Plan
                     Year, to

                (ii) The Employee's compensation (within the meaning of Code
                     Section 414(a)) for such Plan Year.

           (b)(3)  In each case referred to in Sections (b)(1) and (b)(2), the
                   actual deferral percentage test described in Section 4.05(a)
                   shall be computed separately for each controlled group
                   [determined in accordance with Code Sections 414(b), (c),
                   (m), (n), and (o)] whose Employees participate in the Plan.

           (c)     In making the deferral percentage calculations set forth
                   above, the Plan Administrator, as permitted by law, may, but
                   is not required to, take into account other contributions
                   made by the Company on behalf of Eligible Employees; provided
                   that such other contributions must be one hundred percent
                   (100%) vested and subject to the withdrawal restrictions
                   applicable to qualified non-elective contributions [as
                   defined in Code Section 401(m)].

           (d)     If the actual deferral percentage of eligible Highly
                   Compensated Employees exceeds the amounts allowed under
                   Paragraphs (a) and (b) above, the excess deferrals (as
                   determined below) shall be distributed to the Members as soon
                   as practicable (but in no event later than the last day of
                   the next succeeding Plan Year). Any such distribution shall
                   include income and loss allocated to the excess in accordance
                   with Reg. Section 1.401(k)-l(f)(4).

           (e)     The amount of excess deferrals to be so distributed to a
                   Highly Compensated Employee shall be determined separately
                   with respect to Basic Matched and Basic Unmatched
                   Contributions and, in each case, shall equal

                   (i)  The total deferrals specified in clause (i) of Section
                        4.05(b)(1) or (b)(2), as the case may be, for such
                        employee, less

                   (ii) The reduced deferral percentage (determined below) for
                        such employee with respect to Basic Matched or Basic
                        Unmatched Contributions, as the case may be, multiplied
                        by his Compensation for the Plan Year.

                                       14
<PAGE>

              (f)  The reduced deferral percentage for each Highly Compensated
                   Employee shall be determined by reducing the Basic Matched or
                   Basic Unmatched Contributions, as applicable, of the Highly
                   Compensated Employee with the highest dollar amount of
                   deferral to whichever of the following is higher:

                     (i)  The amount which enables the highly compensated group
                          to satisfy one of the tests of paragraph (a)(1); or

                     (ii) The amount that is equal to that of the Highly
                          Compensated Employee with the next highest Basic
                          Matched or Basic Unmatched Contributions, as
                          applicable.

                   The above process shall be repeated until the highly
                   compensated group satisfies one of the tests set forth in
                   paragraph (a).

              (g)  The Plan Administrator may implement rules limiting the Basic
                   Matched and Unmatched Contributions which may be made on
                   behalf of some or all Highly Compensated Employees so that
                   the tests set forth in Section 4.04 are satisfied.

Section 4.05  Contribution Percentages.
              ------------------------

              (a)  The actual contribution percentage for the Highly Compensated
                   Employees, for each Plan Year, shall not exceed the greater
                   of (i) the actual contribution percentage for eligible Non-
                   Highly Compensated Employees for the preceding Plan Year
                   multiplied by 1.25, or (ii) the lesser of (A) two hundred
                   percent (200%) of the actual contribution percentage of the
                   eligible Non-Highly Compensated Employees, or (B) the actual
                   contribution percentage of the eligible Non-Highly
                   Compensated Employees, plus two (2) percentage points.

              (b)  The actual contribution percentage with respect to
                   contributions to the Plan for a specified group of Employees
                   for a Plan Year shall be the average of the ratios
                   (calculated separately for each Employee in such group) of:

                     (i)  The sum of each of the following which are actually
                          paid to the Plan on behalf of such Employee for such
                          Plan Year,

                                       15
<PAGE>

                         (A) Company Matching Contributions
                         (B) Supplemental Contributions, and
                         (C) Any Qualified Non-Elective Contributions and
                             Qualified Matching Contributions, to

                    (ii) The Employee's compensation (within the meaning of
                         Code Section 414(a)) for such Plan Year.

             (c)   In making the contribution percentage calculations set forth
                   above, the Plan Administrator, as permitted by law, may, but
                   is not required to, take into account other contributions
                   made by the Company on behalf of Eligible Employees,
                   including Qualified Non-Elective Contributions and Qualified
                   Matching Contributions.

             (d)   If the actual contribution percentage of Highly Compensated
                   Employees exceeds the amounts allowed under Paragraphs (a)
                   and (b) above, the excess contributions (as determined below)
                   shall be distributed to the Members as soon as practicable
                   (but in no event later than the last day of the next
                   succeeding Plan Year). Any such distribution shall include
                   income and loss allocated to the excess in accordance with
                   Reg. Section 1.401(m)-l(e)(3).

             (e)   The amount of excess contributions to be so distributed to a
                   Highly Compensated Employee shall equal

                    (i)  The total contributions specified in clause (i) of
                         Section 4.05(b)(1) or (2), as the case may be, for such
                         Employee, less

                    (ii) The reduced contribution percentage (determined below)
                         for such employee with respect to contributions to the
                         contributions to the Investment Funds, as the case may
                         be, multiplied by his Compensation for the Plan Year.

             (f)   The reduced contribution percentage for each Highly
                   Compensated Employee shall be determined by reducing the
                   Supplemental Contributions and Company Matching Contributions
                   of the Highly Compensated Employee with the highest dollar
                   amount of Company Matching Contributions and Supplemental
                   Contributions to whichever of the following is higher:

                                       16
<PAGE>

                          (i) The amount which enables the highly compensated
                              group to satisfy one of the tests of paragraph
                              (a)(l); or

                         (ii) The amount that is equal to that of the Highly
                              Compensated Employee with the next highest dollar
                              amount of Company Matching Contributions and
                              Supplemental Contributions.

                     The above process shall be repeated until the highly
                     compensated group satisfies one of the tests set forth in
                     paragraph (a).

                (g)  The multiple use of the alternative non-discrimination
                     tests set forth in Section 4.04(a)(ii) and Section
                     4.05(a)(ii) shall be limited as prescribed by law. If
                     restrictions on such multiple use apply, the Plan
                     Administrator shall designate either the actual deferral
                     percentages or the actual contribution percentages of
                     Highly Compensated Employees to be reduced, and shall
                     reduce such percentages in the manner described above,
                     until the multiple use limitations are no longer exceeded.

                (h)  The Plan Administrator may implement rules limiting the
                     Supplemental Contributions which may be made by some or all
                     Highly Compensated Employees, so that the test set forth in
                     Section 4.05(a) is satisfied.

Section 4.06    Change in Basic Matched. Basic Unmatched. and Supplemental
                ----------------------------------------------------------
                Contributions. Subject to the provisions of Sections 4.01 and
                -------------
                4.03, a Member may change the election permitted by Sections
                4.01 and 4.03 at any time, effective as of the next payroll
                period following receipt of the change by the Plan
                Administrator, provided the notice of the change is given
                according to such procedures as the Plan Administrator shall
                prescribe. In addition, where Basic Matched, Basic Unmatched, or
                Supplemental Contributions by payroll deduction are or may be
                prohibited by law, in the opinion of counsel to the Company, a
                Member, upon approval by the Plan Administrator, may make
                contributions directly to the Trustee for each payroll period by
                a method satisfactory to the Plan Administrator as long as such
                deposits are timely made on the same schedule as payroll
                deductions. The Trustee shall not accept direct contributions
                not timely made by a Member.

                                       17
<PAGE>

Section 4.07  Suspension of Basic Matched. Basic Unmatched. and Supplemental
              --------------------------------------------------------------
              Contributions.
              -------------

              (a)  A Member may cause the suspension of Basic Matched, Basic
                   Unmatched, and/or Supplemental Contributions on his behalf at
                   any time by giving prior notice to the Plan Administrator in
                   accordance with such procedures as the Plan Administrator
                   shall prescribe. The suspension shall become effective as
                   soon as practicable after notification is received. During
                   such period of suspension of Basic Matched Contributions no
                   Company Matching Contributions on behalf of such a Member
                   shall be made by the Company.

              (b)  A Member who has caused the suspension of Basic Matched,
                   Basic Unmatched, and/or Supplemental Contributions may have
                   them resumed in accordance with Sections 4.01 and 4.03 by
                   notifying the Plan Administrator in accordance with Section
                   4.06.

              (c)  A Member for whom contributions under Sections 4.01 and 4.03
                   have ceased because he is on an unpaid absence from service
                   shall again be eligible to have such contributions made on
                   the date he returns to service as an Eligible Employee. No
                   contributions may be made for a Member for any unpaid period
                   of absence from service including, but not limited to,
                   absence due to sickness, leave of absence due to sickness,
                   leave of absence under the Family and Medical Leave Act, or
                   service in the Armed Forces.

              (d)  A Member for whom contributions under Sections 4.01 and 4.03
                   have ceased because he has ceased to be an Eligible Employee
                   but, nevertheless, continues to be an Employee shall again be
                   eligible to have such contributions made on the next Entry
                   Date after he again becomes an Eligible Employee and gives
                   written notice to the Plan Administrator on the prescribed
                   form.

Section 4.08  Limitation of Contributions.  The sum of Basic Matched
              ---------------------------
              Contributions and Basic Unmatched Contributions remitted on behalf
              of any Member shall be limited to $10,000, or such other dollar
              amount as may be specified by the Secretary of the Treasury
              pursuant to Section 402(g) of the Code. Contributions shall be
              further limited as described in Article XVIII. In accordance with
              Code Section 402(g)(2)(A)(ii), any excess deferral shall be
              distributed to a Member by April 15 following the close of the
              Plan Year in

                                       18
<PAGE>

              which such excess deferral occurred. Any such distribution shall
              include income and loss allocated to such excess.

Section 4.09  Periods of Uniformed Service.
              ----------------------------

              After December 12, 1994, an Eligible Employee who has service
              recognized under Section 3.03 may make contributions to the Plan
              for the period of his uniformed service.

              (a)  Contributions are limited to the amount he would have been
                   permitted to make under Section 4 if he had remained
                   continuously employed by the Company throughout the period of
                   uniformed service.

              (b)  Such Eligible Employee may make contributions over a period
                   of time equal to the lesser of:

                     (i)  three times the period of uniformed service or

                     (ii) five years.

              (c)  The compensation used to determine the amount of the
                   contribution during the period of uniformed service shall be
                   the Eligible Employee's average rate of compensation during
                   the 12-month period of employment preceding the period of
                   uniform service.

              Notwithstanding any provision of this Plan to the contrary,
              contributions, benefits and service credit with respect to
              qualified military service will be provided in accordance with
              section 414(u) of the Code.

                                   ARTICLE V
                                  Trust Fund
                                  ----------

Section 5.01  The Trust Agreement.  Protein Technologies International, Inc.
              -------------------
              shall enter into a trust agreement which shall contain such
              provisions as shall render it impossible for any part of the
              corpus of the Trust or income therefrom to be at any time used
              for, or diverted to, purposes other than for the exclusive benefit
              of Members. Any or all rights or benefits accruing to any person
              under the Plan with respect to any Company contributions deposited
              under the Trust Agreement shall be subject to all the terms and
              provisions of the Trust which shall be part of the Plan.

                                       19
<PAGE>

Section 5.02  The Trustee.  The Trustee shall be appointed by the Board of
              -----------
              Directors or its delegates to serve at its pleasure. The Trust
              Fund may be held by the Trustee as part of a master or collective
              trust comprised of assets of various qualified plans maintained by
              the Company.

Section 5.03  Separate Investment Funds.  The Trustee will maintain as many
              -------------------------
              separate Investment Funds, each with different investment
              objectives, as the Company deems advisable. Such Investment Funds
              may be added or deleted as the Company so determines in accordance
              with the provisions of Section 13.03. The Investment Funds are
              described in Article VI. Each Investment Fund may be part of a
              fund with the same investment objectives maintained by the Trustee
              for the benefit of participants in other qualified plans
              maintained by the Company, or may be a separate fund maintained
              only for the benefit of Members of this Plan. Earnings or gains
              derived from the assets of any Investment Fund will be invested in
              that Fund. Appropriate Accounts for each Member shall be
              established and maintained in each Investment Fund in which a
              Member has an interest.

Section 5.04  Temporary Investment.  Pending permanent investment of the assets
              --------------------
              of any Investment Fund, the Trustee temporarily may make short-
              term investments in obligations of the United States Government,
              commercial paper, an interim investment fund for tax qualified
              employee benefit plans established by the Trustee unless otherwise
              provided by applicable law, or other investments of a short-term
              nature.

Section 5.05  Investment Managers.  Protein Technologies International, Inc.
              -------------------
              may, by action of the parties authorized under Article XIII, enter
              into a written agreement with or direct the Trustee to enter into
              an agreement with one or more investment managers to manage the
              investments of one or more of the Investment Funds. Such
              investment managers may include one or more insurance companies
              which enter into guaranteed investment contracts with the Trustee.
              Protein Technologies International, Inc. may, from time to time,
              remove any such investment manager or any successor investment
              manager, or direct the Trustee to do so, and any such investment
              manager may resign. Protein Technologies International, Inc. may,
              upon removal or resignation of an investment manager provide for
              the appointment of a successor investment manager.

Section 5.06  Voting and Tender of Shares.
              ---------------------------

                                       20
<PAGE>

          (a)  Each member shall be entitled to direct the Trustee as to the
               manner in which voting rights with respect to shares or units
               represented by the Member's Account invested in the Fund are to
               be exercised. The Trustee shall vote the number of shares in
               accordance with such instructions. With respect to units of the
               Common Stock of E.I. du Pont de Nemours Investment Fund, any such
               instructions shall remain in the strict confidence of the
               Trustee. Except with respect to units of the common stock of E.I.
               du Pont de Nemours Investment Fund, if a Member does not return
               proper instructions in a timely manner, such inaction shall be
               deemed an election not to vote such shares or to vote such shares
               as the default option described on the proxy or voting
               instructions, as applicable.

          (b)  Each Member shall be entitled to direct the Trustee as to whether
               to exercise a tender offer with respect to the portion of the
               Member's Account invested in the DuPont Common Stock Fund. The
               Trustee shall tender such shares in accordance with such
               instructions. If a Member does not return proper tender
               instructions to the Trustee in a timely manner, such inaction by
               the Member shall be deemed a decision not to tender, and the
               Trustee shall not tender with respect to such Member's Account.


                                   ARTICLE VI
                                Investment Funds
                                ----------------

Section 6.01   Investment Funds.   Investment Funds, as authorized by the
               ----------------
Company and maintained by the Trustee, from time to time may include the
following:

            (a)   U.S. Government Money Market Fund.  The objective of the Fund
                  ---------------------------------
                  is to seek the maximum current income consistent with
                  preservation of principal and liquidity.  The Fund invests in
                  short-term securities issued by the United States Government,
                  its agencies and instrumentalities, and in repurchase
                  agreements collateralized by such securities.  A portion of
                  the U.S. Government securities held by the Federal Portfolio
                  may not be backed by the full faith and credit of the U.S.
                  Government.

            (b)   Fixed Income Fund.  The objective of the Fund is to provide a
                  -----------------
                  stable principal amount, but a higher yield than can be earned
                  in a money market fund.  Assets are primarily invested in
                  contracts with

                                       21
<PAGE>

                  insurance companies which provide for repayment by the issuing
                  company of principal with interest at a fixed rate, or fixed
                  minimum rate, for a specified period and in short-term
                  corporate and government bonds. The yield on the Fund is a
                  blended rate reflecting the interest rates on all investments
                  in the Fund.

            (c)   Balanced Fund.  The objective of this Fund is to follow a
                  -------------
                  diversified and balanced program of investing in bonds and
                  common stock.  The Fund invests sixty-seventy percent (60%-
                  70%) of its net assets in stocks of large well-known companies
                  and thirty-forty percent (30%-40%) of its net assets in long-
                  term high-quality bonds.  The Fund is designed to provide
                  conservation of principal, a reasonable income return, and
                  potential growth of capital.

            (d)   Equity Index Fund.  A growth and income fund, the Fund invests
                  -----------------
                  in all of the stock included in the Standard & Poor's 500
                  Index in approximately the same proportions as they are
                  represented in the S&P 500 Index.  The Fund is designed to
                  provide investment results that correspond to the performance
                  of the Standard & Poor's 500 Composite Stock Price Index.

            (e)   Growth and Income Fund.  This Fund invests in common stocks
                  ----------------------
                  that have a history of paying dividends.  The Fund selects
                  common stocks that, in the opinion of the investment manager,
                  are undervalued in the marketplace.  The Fund seeks long-term
                  capital growth and a reasonable level of dividend income.

            (f)   Aggressive Growth Fund.  The Fund primarily invests in common
                  ----------------------
                  stocks of smaller companies with favorable prospects for
                  growth in market value.  The Fund seeks long-term growth of
                  capital.

            (g)   International Growth Fund.  This Fund invests in a diversified
                  -------------------------
                  portfolio of international stocks, or stocks of companies
                  based outside of the United States.  The Portfolio seeks to
                  provide long-term growth of capital.  The Portfolio provides
                  little, if any, dividend income.

            (h)   DuPont Common Stock Fund.  This Fund is a unitized fund
                  ------------------------
                  holding shares of common stock of E.I du Pont de Nemours and
                  Company plus such cash reserves as deemed necessary or
                  appropriate to

                                       22
<PAGE>

                  facilitate distributions, withdrawals and directions of
                  investments into and out of the Fund.

            (i)   Conoco Class B Stock Fund.  This Fund holds shares of Class B
                  -------------------------
                  common stock of Conoco Inc.  This Fund will be available under
                  the Plan only upon the effective date of the one-time initial
                  tender offer of Class B common stock of Conoco Inc. and no
                  amounts may be invested in this Fund other than as a result of
                  such initial tender offer.  Notwithstanding any other
                  provision of this Plan to the contrary, a Member may authorize
                  the transfer of all or part of the value of his account
                  invested in this Fund into any other Investment Fund available
                  under the Plan, but may not authorize any transer into this
                  Fund other than as a result of the tender offer.

Section 6.02  Investment of Contributions.
              ---------------------------

              (a) Election.  All contributions, other than Company Matching
                  --------
                  Contributions, remitted to the Plan and credited to a Member's
                  Accounts will be invested at the election of the Member in
                  multiples of one percent (1%) in the Investment Funds
                  authorized by the Company and maintained by the Trustee in
                  accordance with Section 6.01. Contributions for which a Member
                  does not make a valid election shall be invested in the U.S.
                  Government Money Market Fund, or such other Investment Fund as
                  the Plan Administrator designates from time to time. Company
                  Matching Contributions shall be invested initially in the
                  DuPont Common Stock Fund, but may be transferred to other
                  Investment Funds at any time in accordance with paragraph (b).

                  Investment directions of each new Member shall be delivered in
                  writing to the Plan Administrator or its delegate. A Member
                  may change his direction governing investment of future
                  contributions to be credited to his respective Accounts at any
                  time upon providing the appropriate notice to the Plan
                  Administrator or its delegate. An investment direction once
                  given shall be deemed to be a continuing direction until
                  explicitly changed by the Member by a subsequent direction to
                  the Plan Administrator or its delegate in accordance with
                  appropriate procedures set forth by the Plan Administrator or
                  its delegates.

                                       23
<PAGE>

            (b)   Transfer of Investments.  A Member may elect, at any time, to
                  -----------------------
                  have all or any multiple of one percent (1%) of the value of
                  his Account as of any future Valuation Date or any dollar
                  amount of his Account transferred to any separate Investment
                  Fund maintained by the Trustee in accordance with Section
                  6.01.

            (c)   Notwithstanding anything in this Section to the contrary, any
                  contributions invested in an investment contract shall be
                  subject to any and all terms of such contract, regarding the
                  transfer of assets from such contract.

Section 6.03  Member Responsibility For Selection of Funds.  Each Member is
              --------------------------------------------
              solely responsible for the selection of his Investment Funds.
              Neither the Trustee, the Plan Administrator, the Company nor any
              of the officers supervisors of the Company are empowered to advise
              a Member as to the manner in which his Accounts shall be invested.
              The fact that a security is available to members for investment
              under the Plan shall not be construed as a recommendation for the
              purchase of that security, nor shall the designation of any
              Investment Fund impose any liability on the Company, its
              directors, officers or employees, the Trustee, or the Plan
              Administrator.

              When an investment election regarding the Fund is required to be
              made by Members, such Member shall be informed as to the manner in
              which their funds will be invested if they fail to make an
              affirmative election in a timely manner. In such event, those
              Members who fail to communicate an election to the Plan
              Administrator or its delegates shall be deemed to have elected the
              specified investment by default and the Company, its directors,
              officers or employees, the Trustee, and any other plan fiduciary
              shall be deemed to be relieved of fiduciary responsibility for the
              investment of such funds.

                                  ARTICLE VII
                   Valuation of Assets and Members' Accounts
                   -----------------------------------------

Section 7.01  Valuation of Assets.   At the end of each Valuation Date, the
              -------------------
              Trustee shall determine the aggregate fair market value of the
              assets then held by it in each Investment Fund.

Section 7.02  Valuation of Accounts.  At the end of each Valuation Date, before
              ---------------------
              the calculation and debiting of any distributions and in-service
              withdrawals from the Trust fund or the posting of transfers among
              Investment Funds, the net credit balances in the Accounts of
              Members or their beneficiaries will be

                                       24
<PAGE>

              adjusted to reflect any contributions to, and investment gains or
              losses in, the respective Investment Funds.

Section 7.03  Statement of Accounts.  Each member shall be furnished, at least
              ---------------------
              annually, a statement setting forth the value of his Accounts.



                                  ARTICLE VIII
                            Vesting of Contributions
                            ------------------------

Section 8.01  Vesting of Basic and Supplemental Investment Accounts.  Each
              -----------------------------------------------------
              Member's Basic Investment Account and Supplemental Investment
              Account shall at all times be fully vested.

Section 8.02  Vesting of Company Contributions Account.
              ----------------------------------------

              Subject to the provisions of subparagraph (b), a Member shall be
              vested in his Company Contribution Account after completing a five
              (5) year Period of Service regardless of whether such employment
              occurs before or after participation in the Plan, or (ii) one
              hundred percent (100%) in the event of the occurrence of any one
              of the following:

                     (1)  attainment of age sixty-five (65) while an Employee,
                     (2)  Retirement,
                     (3)  Disability while an Employee,
                     (4)  death while an Employee,
                     (5)  termination of the Plan, or
                     (6)  complete discontinuance of Company contributions.

                                   ARTICLE IX
                                 Distributions
                                 -------------


Section 9.01  General.
              -------

              (a) Upon the Termination of Employment of a Member at or after the
                  attainment of age sixty-five (65), or upon the occurrence of
                  Retirement, Disability or other subsection 8.02(b) event, the
                  entire amount credited to all of his Accounts determined as of
                  the Valuation Date on which the Trustee receives properly
                  authorized instructions from the Plan Administrator to make
                  the payment, and

                                       25
<PAGE>

                  such amount, as adjusted in accordance with Article IX shall
                  be distributed as provided in Section 9.02 to the Member,
                  unless the Member has elected to defer the distribution of his
                  Accounts in accordance with subparagraph (c) below.

            (b)   Upon the Termination of Employment of a Member prior to
                  attaining age sixty-five (65) for reasons other than
                  Retirement, Disability, or death, or other Section 8.02 event,
                  the vested portion of the value of his Accounts shall become
                  distributable in accordance with Article VIII (Vesting of
                  Contributions) and shall be determined as of the Valuation
                  Date on which the Trustee receives properly authorized
                  instructions to make the payment from the Plan Administrator,
                  and such amount, as adjusted in accordance with Section 9.06,
                  shall be distributed as provided in Section 9.02, unless the
                  Member has elected to defer the distribution of his Accounts
                  in accordance with subparagraph (c) below.

            (c)   A Member may, upon the Termination of Employment for whatever
                  reason, elect to defer the distribution of the vested portion
                  of the value of his Accounts until a date which is not later
                  than the December 31 of the calendar year in which the Member
                  attains age seventy and one-half (70-1/2) years (the "Deferral
                  Period") by notifying the Plan Administrator or its delegates
                  in writing of such election to defer as soon as practicable
                  after Termination of Employment, in accordance with procedures
                  established by the Plan Administrator.  At any time during the
                  Deferral Period, a Member may revoke the election to defer all
                  or a portion of the total remaining balance of the vested
                  portion of his Accounts, and request a timely distribution of
                  all or any portion of the total remaining balance of the
                  vested portion of his Accounts.

Section 9.02  Methods of Distribution.  Except as otherwise provided in this
              -----------------------
              Article, distributions provided for under the Plan shall be made
              in the following manner:

              (a) A Member who has incurred a Termination of Employment, for
                  whatever reason, by written notice on a form approved by the
                  Plan Administrator for such purpose delivered to the Plan
                  Administrator at least fifteen (15) days prior to his
                  Termination of Employment, or such shorter period as
                  determined by the Plan Administrator may

                                       26
<PAGE>

                  irrevocably elect to receive his distribution in accordance
                  with any one of the following methods of payment:

                  (1) by a lump sum payment as soon as practicable after such a
                      Termination of Employment, or

                  (2) in monthly or annual installments of principal (together
                      with earnings on the remaining Account balance) to reflect
                      (A) fixed dollar installments, (B) fixed percentage
                      installments, (C) declining balance installments, or (D)
                      life expectancy installments.

            (b)   Notwithstanding any provision of the Plan to the contrary that
                  would otherwise limit a Distributee's election under Section
                  9.02, a Distributee may elect, at the time and in the manner
                  prescribed by the Plan Administrator or its delegatee to have
                  any portion of an Eligible Rollover Distribution paid directly
                  to an Eligible Retirement Plan specified by the Distributee in
                  a direct rollover.

                  As used herein, "Eligible Rollover Distribution" shall mean
                  any distribution of all or any portion of the balance to the
                  credit of the Distributee's Accounts except that an Eligible
                  Rollover Distribution does not include any distribution that
                  is one of a series of substantially equal periodic payments
                  (not less frequently than annually) made for the life (or life
                  expectancy) of the Distributee or the joint lives (or joint
                  life expectancies) of the Distributee and the Distributee's
                  designated beneficiary, or for a specified period of ten (10)
                  years or more; any distribution to the extent such
                  distribution is required under Code Section 401(a)(9) and the
                  portion of any distribution that is not includible in gross
                  income (determined without regard to the exclusion for net
                  unrealized appreciation with respect to Employer securities).

                  As used herein, "Eligible Retirement Plan" shall mean an
                  individual retirement account described in Code Section
                  408(a), an individual retirement annuity described in Code
                  Section 408(b), an annuity plan described in Code Section
                  403(a), or a qualified trust described in Code Section 401(a),
                  that accepts the Distributee's Eligible Rollover Distribution.
                  However, in the case of an Eligible Rollover Distribution of
                  the surviving spouse, an Eligible Retirement Plan is an
                  individual retirement account or individual retirement
                  annuity.

                                       27
<PAGE>

                  A "Distributee" includes an Employee or former Employee. In
                  addition, the Employee's or former Employee's surviving spouse
                  and the Employees' or former Employee's spouse or former
                  spouse who is the alternate payee under a qualified domestic
                  relations order, as defined in Code Section 414(p) are
                  Distributee's with regard to the interest of the spouse or
                  former spouse.

                  A "Direct Rollover" shall mean a payment by the Plan to the
                  Eligible Retirement Plan specified by the Distributee.

Section 9.03  Completion of Appropriate Forms.  The Plan Administrator has
              -------------------------------
              prescribed forms providing written notice to the Company in order
              for a distribution to be made under the Plan. In the event a
              Member or a Beneficiary does not complete, execute and return such
              forms to the Company, the distribution of such Member's Accounts
              shall (except to the extent provided in Section 16.09), be mailed,
              as provided in Section 9.02(d) in cash, to the Address of Record
              as provided in Section 16.08 to a Member as soon as practicable
              following the sixty-fifth (65th) birthday of such Member, or to a
              Beneficiary. The Valuation Date for purposes of this Section 9.05
              shall be as described in Article VII.

Section 9.04  Accounts of Former Employees.  The amount credited to the accounts
              ----------------------------
              of a Member, if any, after Termination of Employment of such
              Member shall be adjusted in accordance with Article VII as of each
              Valuation Date next following such Termination of Employment until
              such amount shall have been distributed in full in accordance with
              this Article. Distribution of the balance of the amount credited
              to the Accounts of a Member, determined as of the Valuation Date
              immediately preceding such distribution, shall constitute payment
              in full of the benefits of such Member hereunder. Any balance of
              such accounts remaining unpaid at the death of a Member or
              Beneficiary shall be distributed in accordance with Article VIII.

              Any amounts being held for deferred distribution will continue to
              be held by the Trustee and invested in accordance with the
              instructions of the Members. Such instructions will be given in
              accordance with the provisions of this Plan. Persons receiving a
              deferred distribution are former Members and shall not be credited
              with Basic, Supplemental or Matching Company Contributions after
              Termination of Employment, except with respect to compensation
              paid subsequent to the Termination of Employment but attributable
              to services performed as an Employee in Covered Service.

                                       28
<PAGE>

Section 9.05  Consent to Payment.  Notwithstanding the foregoing provisions of
              ------------------
              Article IX: (a) if the vested portion of the Accounts of a Member
              is $3,500 or less (after January 1, 1998, $5,000), it shall be
              distributed in a lump sum payment; and (b) if the vested portion
              of the Accounts of a Member exceeds $3,500 (after January 1, 1998,
              $5,000) at the time the Member becomes entitled to a distribution
              under this Article IX, and the Member has not attained sixty-five
              (65) years of age, the Member must consent in writing before any
              portion of such Account may be distributed to the Member.

Section 9.06  Latest Deferral of Payment.  Notwithstanding anything to the
              --------------------------
              contrary in the Plan, payment of benefits pursuant to the Plan
              (including pursuant to annuity contracts distributed to a Member)
              shall not provide for deferment of payments extending beyond the
              following periods:

              (a) If the Beneficiary or contingent annuitant of a Member under
                  any method of distribution is other than his Eligible Spouse,
                  the actuarial present value of payments expected to be made to
                  the Member shall not be less than fifty-one percent (51%) of
                  the total actuarial present value of the benefits expected to
                  be paid to the Member and his Beneficiary or contingent
                  annuitant.

              (b) Unless the Member elects otherwise in writing, the latest date
                  by which payment of benefits must commence shall be the
                  sixtieth (60th) day after close of the Plan Year in which the
                  latest of the following events occurs:  (1) the Member attains
                  sixty-five (65) years of age; (2) the Member incurs a
                  Termination of Employment; and (3) ten (10) years have elapsed
                  from the time the Member commenced participation in the Plan.

                  If payment in full is not feasible within the time limits
                  prescribed by this subsection (b) the Plan Administrator may
                  make interim payments from accounts of the Member.

              (c) Notwithstanding anything to the contrary in this Plan and
                  regardless of any election by the Member, payment of benefits
                  shall commence no later than the April 1 of the calendar year
                  following the earlier of the calendar year in which the Member
                  attains age seventy and one-half (70-1/2) years, or the
                  calendar year in which the Member actually retires, provided
                  that a Member who attained age seventy and one-half (70-1/2)
                  prior to January 1, 1988, who is

                                       29
<PAGE>

                  not a five-percent (5%) owner, may defer commencement of
                  benefits until the April 1 of the calendar year following the
                  calendar year in which such Member actually retires. The
                  minimum distribution to be made each year shall be the amount
                  equal to the quotient obtained by dividing the Member's
                  Account balance at the beginning of the year by the life
                  expectancy of the Member (or the joint life and last survivor
                  expectancy of the Member and the Beneficiary). If payments are
                  made over the life expectancy of the Member, or the joint life
                  expectancy of the Member and his spouse, life expectancy will
                  be determined either: (1) only once, at the time the Member
                  (or his spouse) receives the first distribution of his account
                  balance; or (2) periodically, but no more frequently than
                  annually. If payments are made over the joint life expectancy
                  of the Member and a non-spouse Beneficiary, the change in the
                  life expectancy of the Member may be determined periodically,
                  but not more frequently than annually; but the life expectancy
                  of the non-spouse Beneficiary shall be determined only once at
                  the time the Member (or Beneficiary) receives the first
                  distribution of his account balance.

Section 9.07  Lost Payees.  In the event the amount credited to the Account(s)
              -----------
              of a Member remain unclaimed for more than five (5) years after
              such amount becomes distributable pursuant to Section 9.07, and
              the Plan Administrator is unable to locate such Member (or his
              Beneficiary), the Plan Administrator may direct such amount to be
              applied to reduce Company Matching Contributions provided that in
              the event such Member (or his Beneficiary) subsequently claims
              such amounts, the Employer shall contribute an amount to the Plan
              which will cause the balance of such Member's account(s) to equal
              the amount which would have been credited to such account(s) as of
              such date if such amounts had never been reallocated pursuant to
              this Section.

                                   ARTICLE X
                                 Death Benefits
                                 --------------

Section 10.01 Death Benefits.  Upon the death of a Member, the amount credited
              --------------
              to the Member's account shall become distributable to the
              Beneficiary or Beneficiaries of the Member in a lump sum payment
              as soon as practicable after the death of such Member, unless the
              Member had elected payment of his benefit in the form of a life
              annuity prior to his death.

                                       30
<PAGE>

Section 10.02  Beneficiary Designation.  Subject to Section 10.03, each Member
               -----------------------
               from time to time on a form acceptable to the Plan Administrator
               may designate any person (including a trust) or persons
               (concurrently, contingently or successively) to whom the Member's
               benefits under the Plan are to be paid if the Member dies before
               receiving all of such benefits. A beneficiary designation form
               shall be effective only when the form is filed in writing by the
               Member and shall cancel all beneficiary designation forms
               previously signed and filed by the Member.

               With respect to a Member who has at least one Hour of Service
               after August 22, 1984, the designation of a non-spouse
               Beneficiary shall be valid only if the surviving spouse of the
               Member shall have consented in writing to such designation, the
               consent acknowledges the effect of such designation and the
               consent is witnessed by a Plan representative or a notary public.

Section 10.03  Payment of Benefit.  The benefit shall be distributed in one lump
               ------------------
               sum payment as soon as practicable after the death of the Member.
               Such payment shall be made to the Member's Eligible Spouse unless
               such Eligible Spouse has consented to another beneficiary
               pursuant to Section 10.02.

Section 10.04  Latest Time for Payment.  If a Member dies after distribution of
               -----------------------
               benefits has commenced but before the entire interest has been
               distributed, the remaining portion of such interest shall be
               distributed at least as rapidly as the distribution option
               elected by the Member.

               If a Member dies before a distribution of benefits has commenced,
               the entire interest shall be distributed within five (5) years of
               the Member's death; unless any portion of the interest is payable
               to or for a Beneficiary over a period not to exceed the life or
               life expectancy of the Beneficiary and payments commence within
               one year after the Member's death. However, if the Beneficiary is
               the surviving spouse of the Member, distribution need not
               commence before the date when the Member would have attained age
               seventy and one-half (70-1/2) years; provided that if the
               surviving spouse dies before distribution to such spouse begins,
               this paragraph shall be applied as if the surviving spouse were
               the Member.

Section 10.05  Payments in the Event of Death with No Designated Survivor or
               -------------------------------------------------------------
               Incompetency.  In the event of (a) the death of a Member or
               ------------
               Beneficiary not survived by a person designated to receive any
               payment then due, or (b) the Plan Administrator finding that a
               Member or other person entitled to a benefit is unable to care
               for his affairs because of illness or accident or is a

                                       31
<PAGE>

               minor or has died, or (c) no Beneficiary being designated, the
               Plan Administrator may direct that any benefit payment due him,
               unless claim shall have been made therefor by a duly appointed
               legal representative, be paid to his spouse, a child, a parent or
               other blood relative, a person with whom he resides, or to any
               other person the Plan Administrator considers suitable, and any
               such payment so made shall be a complete discharge of the
               liabilities of the Plan therefor.

Section 10.06  Renunciation of Death Benefit.  Any Beneficiary of a Member
               -----------------------------
               entitled to a benefit under this Plan may disclaim his right to
               all or a portion of such benefit by filing a written irrevocable
               and unqualified refusal to accept such a benefit with the Plan
               Administrator before receiving any such benefit. If such a
               renunciation is filed by the Eligible Spouse of the Member, the
               value of the annuity described in Section 10.03 shall be zero.
               Any benefits so disclaimed shall be distributable to the person
               or persons (and in the proportions) to which such benefit would
               have been distributable if the Beneficiary who so disclaims such
               benefits had predeceased such Member.

Section 10.07  Proof of Death and Right of Beneficiary or Other Person.  The
               -------------------------------------------------------
               Plan Administrator may require and rely upon such proof of death
               and such evidence of the right of any Beneficiary or other person
               to receive the undistributed value of the Accounts of a deceased
               Member as the Plan Administrator may deem proper and its
               determination of death and of the right of such Beneficiary or
               other person to receive payment shall be conclusive.

                                  ARTICLE XI
                 Withdrawal Prior to Termination of Employment
                 ---------------------------------------------

Section 11.01  Withdrawal of Supplemental Contributions and Rollover
               -----------------------------------------------------
               Contributions.  A Member who has made Supplemental Contributions
               -------------
               or Rollover Contributions may withdraw such contributions and
               related earnings at any time by submitting a request in
               accordance with guidelines determined by the Plan Administrator.
               Payment shall be made to the Member as soon as practicable after
               the submission of the Member's request. The withdrawal may not
               exceed the lesser of the Member's Supplemental Investment Account
               or his total Supplemental Contributions, or the lesser of the
               Member's Rollover Account or total Rollover Contributions, as
               applicable.

Section 11.02  Hardship Withdrawal of Basic Contributions and/or Company
               ---------------------------------------------------------
               Matching Contributions.  A Member may withdraw amounts from his
               ----------------------
               Basic

                                       32
<PAGE>

               Contribution Account and/or his vested Company Matching
               Contribution Account by submitting his request to the Plan
               Administrator at such time and in such manner as shall be
               prescribed by the Plan Administrator subject to the following
               provisions:

               (a)   The withdrawal request must be for an immediate and heavy
                     financial need on account of:

                     (1)   Nonreimbursable medical expenses incurred by the
                           Member, his Spouse, or dependents;

                     (2)   Costs directly related to the purchase (excluding
                           mortgage payments) of a principal residence for the
                           Member;

                     (3)   Payment of tuition, related educational fees, and
                           room and board for the next twelve (12) months of
                           post-secondary education for the Member, his Spouse,
                           or dependents; or

                     (4)   The need to prevent the eviction of the Member from
                           his principal residence or foreclosure on the
                           mortgage on the Member's principal residence.

               (b)   The amount withdrawn may not exceed the actual expense
                     incurred or to be incurred by the Member on account of such
                     needs. The amount of an immediate and heavy financial need
                     may include any amounts necessary to pay any federal,
                     state, or local income taxes or penalties reasonably
                     anticipated to result from the distribution. The amount may
                     be withdrawn only to the extent that the need cannot be
                     satisfied by other resources reasonably available to the
                     Member.

                     In making this determination, the Plan Administrator may
                     rely on the Member's representation that the need cannot be
                     relieved:

                     (1)   Through reimbursement or compensation by insurance or
                           otherwise;

                     (2)   By reasonable liquidation of the Member's assets;

                     (3)   By other distributions or loans from Company-
                           sponsored plans, or

                                       33
<PAGE>

                     (4)  By borrowing from commercial sources on reasonable
                          terms.

               (c)   Only one such withdrawal shall be permitted during a
                     twelve-month period.

               (d)   The maximum amount which may be withdrawn is the sum of:

                     (i)   The dollar amount of Basic Contributions made on
                           behalf of such Member (but excluding income thereon);

                     (ii)  The balance of his Company Matching Contributions
                           Account, provided he is fully vested in his Company
                           Matching Contribution Account; and

                     (iii) The balance of the Member's Basic Investment Account
                           under the Prior Plan.

               (e)   The withdrawal shall be paid to the Member as soon as
                     practicable after the Member's written request is submitted
                     to the Plan Administrator.

               (f)   A Member receiving a hardship withdrawal shall be precluded
                     from making any Basic Matched Contributions, Basic
                     Unmatched Contributions, and Supplemental Contributions
                     during the twelve (12) month period immediately following
                     such withdrawal.

Section 11.03  Age Fifty-Nine and One-Half (59-1/2) Withdrawal.  A Member who
               -----------------------------------------------
               has attained age fifty-nine and one-half (59-1/2) may withdraw
               Basic, Supplemental, Rollover and Company Matching Contributions,
               and related earnings (to the extent he is vested in such
               contributions and related earnings) in accordance with guidelines
               determined by the Plan Administrator. Payment shall be made to
               the Member as soon as practicable after submission of the
               Member's written request to the Plan Administrator.

Section 11.04  Withdrawal of Matching Contributions.
               ------------------------------------

               (a)   A Member or former Member may withdraw amounts from his
                     vested Company Contributions Account up to two times in a
                     calendar year by submitting a request to the Plan
                     Administrator in accordance with guidelines determined by
                     the Plan Administrator.

                                       34
<PAGE>

               (b)   Matching Contributions shall be suspended for six months if
                     a Member withdraws any or all of his Matching Contributions
                     deposited in his Account during the two years preceding the
                     withdrawal.

Section l1.05  Order of Withdrawals.
               --------------------

               (a)   A Member wishing to withdraw amounts from his Accounts must
                     first withdraw the total amount in his Supplemental
                     Investment Account and Rollover Account.

               (b)   Once a Member has withdrawn all amounts, if any, in his
                     Supplemental Investment Account and Rollover Account, he
                     must then withdraw amounts from his Company Contribution
                     Account under Section 11.04. Withdrawals from his Company
                     Contribution Account shall be made first from Company
                     Contributions that have been credited to his Account for at
                     least two years preceding the withdrawal.

               (c)   When a Member has withdrawn all amounts available as
                     described in paragraphs (a) and (b), then the Member may
                     withdraw amounts in a hardship withdrawal from his Basic
                     Investment Account, provided he satisfies the requirements
                     of Section 11.02.

Section 11.06  Form of Withdrawals.  Withdrawals may be made in cash or, if
               -------------------
               applicable, shares of stock held in an Investment Fund invested
               in the DuPont Common Stock Fund or the Conoco Class B Stock Fund.


                                  ARTICLE XII
                                  Forfeitures
                                  -----------

Section 12.01  Time of Forfeiture and Restoration.
               -----------------------------------

               (a)   If a Member incurs a Termination of Employment prior to the
                     attainment of age sixty-five (65) for reasons other than
                     Retirement, Disability or death, the portion, if any, of
                     his Company Matching Contribution Account in which he is
                     not vested pursuant to Article VIII shall be forfeited as
                     of the Valuation Date on which (i) the Member has received
                     a distribution of the entire vested

                                       35
<PAGE>

                   portion of his Accounts, or (ii) the Member has incurred a
                   five consecutive year Break in Service.

               (b) If a Member has forfeited a portion of his Company
                   Contribution Account pursuant to subsection (a), such
                   forfeited amount will be restored if he is re-employed by the
                   Company before he has incurred a Break in Service of at least
                   five (5) years. Any amounts restored and repaid to the Trust
                   Fund under this Section shall be paid into the remaining
                   Funds in the same proportion as Basic Unmatched and
                   Supplemental Contributions are currently being made.

                   The permissible sources for restoring forfeitures shall be
                   income or gain to the Plan, forfeitures, or Company
                   contributions (without regard to the existence of profits).

Section 12.02  Disposition of Forfeitures.  All forfeitures arising out of the
               --------------------------
               application of the provisions of Section 12.01 shall be used to
               reduce Company Matching Contributions otherwise payable to the
               Plan.

Section 12.03  Effect of Withdrawal Under Article XI.  The non-vested Company
               -------------------------------------
               Contribution Account of a Member who makes a withdrawal described
               in Article XI shall not be forfeited by reason thereof.

Section 12.04  Maternity Absence.  In the case of an Employee who is absent from
               -----------------
               work for maternity or paternity reasons, the Break in Service of
               the Employee shall not include the twelve (12) consecutive month
               period beginning on the first anniversary of the day such absence
               began. Absence from work for maternity or paternity reasons means
               absence from work on account of the pregnancy or birth of a child
               of the employee, the placement of a child with the Employee in
               connection with the adoption of the child, or for purposes of
               caring for a child following such a birth or placement.

                                 ARTICLE XIII
                            Administration of Plan
                            ----------------------

Section 13.01  Plan Administrator.  Protein Technologies International, Inc., as
               ------------------
               the Plan Administrator, shall have the responsibility for
               carrying out the provisions of the Plan and the general
               administration of the Plan.

Section l3.02  Benefits Council.
               ----------------

                                       36
<PAGE>

               (a)   The claims fiduciary for the Plan, in accordance with
                     Article XVII, shall be the Benefits Council, to be
                     comprised of no less than three persons appointed by the
                     Chairman of the Board of Protein Technologies
                     International, Inc.

               (b)   Any person appointed a member of the Benefits Council shall
                     signify his acceptance by filing a written acceptance with
                     the Secretary of the Benefits Council. Any member of the
                     Benefits Council may resign by delivering his written
                     resignation to the Secretary of the Benefits Council, and
                     such resignation shall become effective upon the date
                     specified therein.

               (c)   The Chairman of the Board shall appoint a Chairman and a
                     Secretary of the Benefits Council. The Benefits Council may
                     appoint from its members such committees with such powers
                     as it shall determine, and may authorize one or more of its
                     members, or any agent, to execute or deliver any instrument
                     or make any payment in its behalf.

               (d)   The Benefits Council shall hold meetings upon such notice,
                     at such place or places, and at such time or times as it
                     may from time to time determine.

               (e)   A majority of the members of the Benefits Council shall
                     constitute a quorum for the transaction of business. All
                     resolutions or other action taken by the Benefits Council
                     shall be by the vote of a majority of the members of the
                     Benefits Council present at any meeting or without a
                     meeting by an instrument in writing signed by a majority of
                     the members of the Benefits Council.

               (f)   The Benefits Council shall have the authority to amend the
                     Plan to the extent the annual cost to the Plan resulting
                     from such amendment does not exceed $250,000.

               (g)   Certain responsibilities to control and manage Plan assets,
                     to add or delete investment funds, and to appoint and
                     remove the Trustee and any investment managers retained in
                     connection with the investment of Plan assets, shall be
                     placed in the Benefits Council.

                                       37
<PAGE>

Section 13.03  Authority and Duties of Various Fiduciaries.
               -------------------------------------------

               (a)   Except for matters required by the terms of the Plan, or of
                     the Trust to be decided by the Trustee, the Plan
                     Administrator shall have the exclusive right to interpret
                     the Plan and to decide any and all matters arising under
                     the Plan or in connection with its administration,
                     including determination of eligibility for, and the amount
                     of distributions and withdrawals. The Company shall have no
                     power to direct or modify any interpretations,
                     determinations, or decisions of the Plan Administrator. The
                     Plan Administrator may recommend amendments to the Board of
                     Directors. The Plan Administrator may from time to time
                     adopt rules for the administration of the Plan and the
                     conduct of its business, which rules shall be consistent
                     with the provisions of the Plan.

               (b)   The Plan Administrator, the Trustee, the Benefits Council,
                     and any other named fiduciary may each employ counsel,
                     agents, and such clerical and accounting services as it may
                     require in carrying out its responsibilities under the
                     Plan. All fiduciaries shall be entitled to rely upon
                     tables, valuations, certificates, opinions, and reports
                     furnished by any actuary, accountant, or legal counsel
                     appointed under the provisions of the Plan.

               (c)   The Plan Administrator shall keep in convenient form such
                     personnel data as may be necessary for the Plan. The Plan
                     Administrator shall prepare, distribute, and file such
                     reports and notices as may be required by applicable law or
                     regulations.

               (d)   The Plan Administrator shall control and manage the Plan
                     assets to the extent it has not delegated its power to do
                     so. Such delegation of power may include the right to
                     appoint and remove investment managers and Trustees. Such
                     delegation may be accomplished by a separate instrument or
                     by appropriate provisions in the Trust.

               (e)   The members of the Plan Administrator, and the Trustee
                     shall use that degree of care, skill, prudence and
                     diligence that a prudent person acting in a like capacity
                     and familiar with such matters would use in his conduct of
                     a similar Situation. A member of the Plan Administrator, or
                     the Trustee shall not be liable for the breach of fiduciary
                     responsibility of another fiduciary unless (1) he
                     participates knowingly in, or knowingly undertakes to
                     conceal, an

                                       38
<PAGE>

                     act or omission of such other fiduciary, knowing such act
                     or omission is a breach; or (2) by his failure to discharge
                     his duties solely in the interest of Members and
                     Beneficiaries for the exclusive purpose of providing their
                     benefits and defraying reasonable expenses of administering
                     the Plan not met by the Company, he has enabled such other
                     fiduciary to commit a breach; or (3) he has knowledge of a
                     breach by such other fiduciary and does not make reasonable
                     efforts to remedy the breach; or (4) if the Plan
                     Administrator, or the Trustee improperly allocates among
                     themselves or delegates to others, or fails to properly
                     review such allocation or delegation of fiduciary
                     responsibilities.

               (f)   The Company will indemnify and save harmless the members of
                     the Plan Administrator, the Trustee, and any person to whom
                     fiduciary responsibilities are delegated under this Plan
                     against any and all expenses (including attorneys' fees),
                     judgments, fines, and amounts paid in settlement, actually
                     and reasonably incurred by him in connection with any
                     civil, criminal, administrative, or investigative action,
                     proceeding, or claim (including an action by or in the
                     right of the Company) by reason of the fact that he is or
                     was serving in such capacity, provided that such person's
                     conduct is not finally adjudged to have been knowingly
                     fraudulent, deliberately dishonest or willful misconduct.

               (g)   Each Trustee shall maintain accounts showing the fiscal
                     transactions of the Trust established hereunder. The
                     Company shall keep in convenient form such financial data
                     as may be necessary for the Plan, and shall annually cause
                     to be prepared a balance sheet and statement of financial
                     transactions of the Plan and the Trust.

               (h)   Whenever, in the administration of the Plan, any
                     discretionary action is required, the authorized party
                     shall exercise his authority in a nondiscriminatory manner
                     so that all persons similarly situated will receive
                     substantially the same treatment.

Section l3.04  Named Fiduciaries.
               -----------------

               (a)   The Board of Directors, the Plan Administrator, and shall
                     each constitute named fiduciaries as such term is defined
                     in ERISA.

                                       39
<PAGE>

               (b)   Any committee of the Board of Directors or other fiduciary
                     appointed as a named fiduciary by the Board of Directors by
                     resolution or appointed by an appropriate instrument
                     executed by an officer of the Company thereunto authorized
                     by resolution of the Board of Directors, shall also
                     constitute a named fiduciary in respect of the duty
                     delegated to him or it in such resolution or instrument.

Section 13.05  Delegation.  Any named fiduciary designated herein or appointed
               ----------
               as provided herein, unless precluded from doing so by the terms
               of such appointment, may by appropriate instrument designate any
               person (including any firm or corporation) to carry out part or
               all of such fiduciary's responsibilities and upon such
               designation the named fiduciary shall have no liability, except
               as imposed by applicable law, for any act or omission of such
               person. The foregoing does not preclude any other fiduciary to
               the extent allowed by ERISA and the terms of his appointment from
               delegating part or all of such fiduciary's responsibilities with
               respect to the Plan.

Section 13.06  Multiple Capacities.  Any fiduciary may serve in more than one
               -------------------
               fiduciary capacity with respect to the Plan.

                                  ARTICLE XIV
               Amendments, Termination, Permanent Discontinuance
                   of Contributions' Merger or Consolidation
                   -----------------------------------------

Section 14.01  Amendments.  The Board of Directors, or the Benefits Council, or
               ----------
               any delegates, to the extent authority to do so is granted by the
               Board of Directors, may at any time and from time to time, both
               retroactively and prospectively, modify or amend, in whole or in
               part, any or all of the provisions of the Plan, including any
               modification in the Plan or in the agreement or agreements
               establishing the trust as the Plan Administrator shall deem to be
               necessary or advisable in order to obtain the qualification or
               exemption, or to maintain the qualification or exemption of the
               Plan and the Trust under the Code to comply with ERISA, provided,
               however, that no such modification or amendment shall make it
               possible for any part of the funds of the Plan to be used for, or
               diverted to, purposes other than for the exclusive benefit of
               Members, spouses, former Members, retired Members or
               Beneficiaries under the Plan; that no modification or amendment
               shall be made which has the effect of decreasing retroactively
               the Accounts of any Member or of reducing the non-forfeitable
               percentage of the Company Matching Contribution Account of a
               Member below the non-forfeitable

                                       40
<PAGE>

               percentage thereof computed under the Plan as in effect on the
               later of the date on which the amendment is adopted or becomes
               effective.

Section 14.02  Termination or Permanent Discontinuance of Contributions.
               --------------------------------------------------------
               Protein Technologies International, Inc. may by action of its
               Board of Directors terminate the Plan with respect to all
               participating companies or any of them or direct complete
               discontinuance of contributions hereunder by all or any of the
               participating companies for any reason at any time. In case of
               such termination or complete discontinuance of contributions
               hereunder, there shall automatically vest in the appropriate
               Members non-forfeitable rights to the Company Matching
               Contributions credited to their Accounts.

Section 14.03  Partial Termination.  In the event of a partial termination of
               -------------------
               the Plan, the provisions of Section 14.02 shall be applicable
               only to the Members affected by such partial termination.

Section 14.04  Benefits in Case of Merger or Consolidation.  The Plan may not be
               -------------------------------------------
               merged or consolidated with, nor may its assets or liabilities be
               transferred to, any other plan unless each Member, spouse, former
               Member, retired Member or Beneficiary under the Plan would, if
               the resulting plan were then terminated, receive a benefit
               immediately after the merger, consolidation, or transfer which is
               equal to or greater than the benefit he would have been entitled
               to receive immediately before the merger, consolidation, or
               transfer if the Plan had been terminated.

                                   ARTICLE XV
                                     Loans
                                     -----

Section 15.01  Loans.  In the event of financial necessity, a Member may make
               -----
               application to the Plan Administrator in writing to borrow from
               the Trust Fund and the Plan Administrator may in its sole
               discretion permit such a loan upon the conditions hereinafter
               specified. The authority herein granted to the Plan Administrator
               to approve loans from the Trust Fund is for the purpose of
               assisting a Member to meet special situations and shall not be
               used as a means of distributing benefits before they otherwise
               become due. Loans shall be granted in a uniform and non-
               discriminatory manner and shall be made on the following
               conditions:

               (a)  The amount of a loan to a Member (when added to the
                    outstanding balance of all other loans from the Plan to the
                    Member) shall not exceed the lesser of --

                                       41
<PAGE>

                    (1)  Fifty percent (50%) of the vested amount in the
                         Member's Accounts, or

                    (2)  $50,000, reduced by the excess (if any) of the highest
                         outstanding balance of loans from the Plan to the
                         Member during the one-year period ending on the day
                         before the date on which such loan was made over the
                         outstanding balance of loans from the Plan on the date
                         on which such loan was made.

                         The maturity of a loan shall not exceed five (5) years,
                         except in the case of a loan to acquire or construct
                         the Member's principal residence, which shall mature in
                         not more than ten (10) years.


                         If the Member is also covered under another qualified
                         plan maintained by the Company, the limitations of
                         subsections (a)(l) and (2) shall be applied as though
                         all such qualified plans are one plan.

               (b)  A note shall be signed by the Member establishing regular
                    installment payments made by payroll deduction whenever
                    possible and to the extent permitted by law. The terms of
                    such loans shall require substantially level amortization
                    over the term of the loan with payments not less frequently
                    than quarterly. Loans shall bear interest as specified in
                    Section 15.02. Loans shall be granted only if secured by the
                    Member's vested Account Balances; provided, however, that no
                    more than fifty percent (50%) of the Member's vested Account
                    Balance may be pledged as collateral for the loan.

               (c)  In the event an installment payment is not paid within seven
                    (7) days following the due date, the Plan Administrator
                    shall give written notice to the Member sent to his last
                    known address. If such installment payment is not made
                    within thirty (30) days thereafter, the Plan Administrator
                    may proceed with such actions as they deem necessary in
                    order to preserve plan assets from loss including, but not
                    limited to, foreclosure, sale, or other disposition of the
                    security.

                                       42
<PAGE>

               (d)  In the event of the Termination of Employment of the Member
                    before the loan is repaid in full, the unpaid balance
                    thereof, together with interest thereon, shall become due
                    and payable and the Trustee shall first satisfy the
                    indebtedness from the amount payable to the Member or to the
                    Member's Beneficiary before making any payments to the
                    Member or to the Member's Beneficiary.

Section 15.02  Interest Rates.  Interest rates for Plan loans shall be regularly
               --------------
               reviewed and adjusted in conformity with interest rates which, in
               the judgment of the Plan Administrator, are commensurate with
               rates charged by commercial lenders for similar types of loans.
               The interest rate applicable to a Plan loan shall be fixed as of
               the date the application for such a loan is received by the Plan
               Administrator or its delegates, and shall not be subject to
               change or renegotiation after such date.

Section 15.03  Other Rules.  In addition to the foregoing, the Plan
               -----------
               Administrator shall prescribe such rules and procedures as it may
               deem appropriate, including, without limitation, the imposition
               of loan application fees, rules and procedures by which the
               making of loans may be terminated, suspended or restricted, and
               the requirement of a spousal consent to loans of married Members,
               if and to the extent deemed by the Plan Administrator to be
               necessary or desirable in order to effect compliance with
               applicable laws and regulations or to provide for effective
               administration of such loans.

                                  ARTICLE XVI
                                 Miscellaneous
                                 -------------

Section 16.01  Benefits Payable from Trust Fund.  All persons with any interest
               --------------------------------
               in the Trust Fund shall look solely to the Trust Fund for any
               payments with respect to such interest.

Section 16.02  Elections.  Elections hereunder shall be made by a Member in
               ---------
               writing by the completion and delivery to the Plan Administrator
               of forms prescribed by the Plan Administrator for such purposes,
               within the time limits set forth hereunder with respect to each
               such election or, if no time limit is set forth, such limit as
               may be established by the Plan Administrator.

Section 16.03  No Right to Continued Employment.  Neither the establishment of
               --------------------------------
               the Plan nor the payment of any benefits thereunder nor any
               action of the Company, the Board of Directors, the Plan
               Administrator or the Trustee shall be held or

                                       43
<PAGE>

               construed to confer upon any person any legal right to be
               continued in the employ of the Company.

Section 16.04  Inalienabilitv of Benefits and Interest.  No benefit payable
               ---------------------------------------
               under the Plan or interest in the Trust Fund shall be subject in
               any manner to anticipation, alienation, sale, transfer,
               assignment, pledge, encumbrance or charge, and any such attempted
               action shall be void and no such benefit or interest shall be in
               any manner liable for or subject to debts, contracts,
               liabilities, engagements or torts of any Member or Beneficiary.
               If any Member or Beneficiary shall become bankrupt or shall
               attempt to anticipate, alienate, sell, transfer, assign, pledge,
               encumber or charge any benefit payable under the Plan or interest
               in the Trust Fund, then to the extent permitted by law, the Plan
               Administrator in its discretion may hold or apply such benefit or
               interest or any part thereof to or for the benefit of such
               Member, or his Beneficiary, his spouse, children, blood
               relatives, or dependents, or any of them, in such manner and in
               such proportions as the Plan Administrator may consider proper.
               Notwithstanding the foregoing, any Member may direct that
               benefits payable pursuant to Article VIII from the Trust Fund
               shall be paid to the trustee of a trust created by him for his
               own benefit or for the benefit of his immediate family.

               Notwithstanding any provision in the Plan to the contrary, the
               Plan shall make all payments required by a qualified domestic
               relations order within the meaning of Code Section 414(p),
               including distributions required or permitted by the qualified
               domestic relations order to an alternate payee even though such
               payments are with respect to a Member who has not separated from
               service and which commence before the Member has attained the
               earliest retirement age under the Plan; provided, however, the
               present value of the benefit to be paid to the alternate payee
               (1) does not exceed $3,500; or (2) exceeds at least $3,500 and
               the alternate payee consents in writing to such earlier
               distribution. The Plan Administrator shall establish a procedure
               to determine the qualified status of a domestic relations order
               and to administer distributions under such a qualified order.

Section 16.05  Payments for Exclusive Benefits of Members.  Payments of benefits
               ------------------------------------------
               in respect of the interest of a Member under the Plan to any
               person other than such Member in accordance with the provisions
               of the Plan shall be deemed to be for the exclusive benefit of
               such Member.

Section 16.06  Delaware Law to Govern.  All questions pertaining to the
               ----------------------
               construction, regulation, validity and effect of the provisions
               of the Plan shall be

                                       44
<PAGE>

               determined in accordance with the laws of the State of Delaware,
               except as provided in Section 514 of ERISA.

Section 16.07  No Guarantee.  Neither the Company nor the Trustee guarantees the
               ------------
               Trust Fund in any manner against loss or depreciation.

Section 16.08  Address of Record.  Each individual or entity with an actual or
               -----------------
               potential interest in the Plan shall file and maintain a current
               record address with the Plan. Communications mailed by the
               Company, trustee, or Plan Administrator to such record address
               fulfills all obligations to provide required information to
               Members, including former employees and Beneficiaries, in regard
               to the Plan.

               If no record address is filed, it may be presumed that the
               address used by the Company in forwarding statements of a
               Member's Account is the record address.

Section 16.09  Participating Units.  The Board of Directors or the Plan
               -------------------
               Administrator, to the extent authority to do so is granted to the
               Plan Administrator by the Board of Directors, may include a
               designated unit of the Employees of an Affiliated Company in the
               Plan as employed in a Participating Unit upon appropriate action
               by such Affiliated Company necessary to adopt the Plan. Any such
               company may terminate its participation in the Plan with respect
               to a designated unit of its employees upon appropriate action by
               it, in which event the funds of the Plan held on account of
               Members in the employ of such company and any unpaid balances of
               the Accounts of Members who have separated from the employ of
               such company, shall be determined by the Plan Administrator and
               shall be distributed as provided in Section 15.02 in the event of
               termination of the Plan, held and distributed in accordance with
               the terms of the Plan governing treatment of Members transferred
               from Covered Service, or shall be segregated by the Trustee as a
               separate trust fund, pursuant to direction to the Trustee by the
               Plan Administrator, continuing the Plan as a separate plan for
               such employees of such company under which the board of directors
               of such company shall succeed to all the powers and duties of the
               Board of Directors, including the appointment of the members of
               the Plan Administrator.

Section 16.10  Headings.  Headings of Articles and Sections of the Plan are
               --------
               inserted for convenience of reference. They constitute no part of
               the Plan.

                                       45
<PAGE>

Section 16.11  Use of Masculine Terms.  As used herein, masculine terms shall
               ----------------------
               include the feminine wherever appropriate.

Section 16.12  Payment of Expenses.
               -------------------

               (a)  Direct charges and expenses arising out of the purchase or
                    sale of securities, and taxes levied on or measured by such
                    transactions shall be charged against the Investment Fund or
                    Funds for which the transaction took place.

               (b)  To the extent permitted by law, all other expenses
                    reasonably incurred in administering the Plan, including
                    expenses of the Plan Administrator and the Trustee, fees for
                    legal services, all taxes, if any, other than those charged
                    to the Funds.

Section 16.13  Rollover Contributions.
               ----------------------

               (a)  An Employee, whether or not he would otherwise be a Member
                    in the Plan, may contribute a Rollover Contribution to the
                    Trust by delivery of such contribution to the Trustee,
                    provided that the contribution qualifies as a rollover
                    contribution within the meaning of Code Section 402(a) which
                    the Plan may accept.

               (b)  A Rollover Contribution shall be considered as a part of the
                    account of the Employee in this Plan, shall be fully vested
                    and non-forfeitable, and shall be accounted for separately
                    from Company contributions.

Section 16.14  Transfers from other Plans.  Subject to the requirements of the
               --------------------------
               Code, the Plan Administrator may authorize the Trustee to accept
               a trust-to-trust transfer of assets requested by a Member in cash
               and/or Company common stock received from a tax-qualified defined
               contribution plan.



                                  ARTICLE XVII
                                Claim Procedure
                                ---------------

Section 17.01  Initial Determination.  The initial determination of a Member's
               ---------------------
               or Beneficiary's eligibility for, and the amount of, a benefit
               shall be made by the Benefits Council which shall mail or deliver
               to each covered individual

                                       46
<PAGE>

               who has filed an effective claim for a benefit a written
               statement of the amount of his benefit or a notice of denial of
               his claim on or before the ninetieth (90th) day following the
               Council's receipt of such claim. If special circumstances require
               additional time for processing the claim, the Benefits Council
               may delay issuing its statement or notice for an additional
               ninety (90) days provided that the Member or Beneficiary is
               notified of the circumstances necessitating the delay and the
               date the Committee expects to render its final opinion. A claim
               for benefits is not effective unless filed on forms prescribed by
               the Benefits Council. Each notice of whole or partial denial of
               claimed benefits shall set forth the specific reasons for the
               denial, the time within which an appeal must be made by the
               Member or Beneficiary or his duly authorized representative, and
               shall contain such other information as may be required by
               applicable law. If a statement or notice is not issued within the
               prescribed period, the claim shall be deemed denied.

Section 17.02  Review.  Each Member or Beneficiary whose claim for benefits has
               ------
               been wholly or partially denied shall have such rights to review
               documents and submit comments as the Benefits Council may
               provide, and shall also have the right to request the Benefits
               Council to review such denial; such request shall be made on
               forms prescribed by the Benefits Council. A request for review
               shall be filed by the Member or Beneficiary or his duly
               authorized representative on or before the sixtieth (60th) day
               following the earlier of the Member or Beneficiary's receipt of
               notice of denial of his claim or the expiration of the prescribed
               period for issuing a statement of benefits or notice of denial.
               The Benefits Council shall issue a written statement on or before
               the sixtieth (60th) day following its receipt of such request
               stating the Benefits Council's decision on review and the reasons
               therefor, including specific references to pertinent Plan
               provisions on which the decision is based, and any other
               information required by applicable law. If special circumstances
               require additional time for processing such review, the Benefits
               Council may delay issuing its decision for an additional sixty
               (60) days provided that the Member or Beneficiary is notified of
               such circumstances and the date the Benefits Council expects to
               render its final decision. If the decision is not issued within
               the prescribed period, the appeal shall be deemed denied. No
               Member or Beneficiary shall have recourse to courts of law until
               the administrative review process set forth herein has been
               completed.

                                       47
<PAGE>

                                 ARTICLE XVIII
                          Limitation on Contributions
                          ---------------------------

Section 18.01  Maximum Annual Additions.
               ------------------------

               (a)  The Annual Addition (as defined in subsection (c) below) for
                        ---------------
                    a Member with respect to a Limitation Year (as defined in
                    subsection (e) below) shall not exceed the lesser of --

                    (1)  $30,000 or such higher annual amount specified by the
                         Department of the Treasury to reflect increases in the
                         cost-of-living, effective January 1 of each year; or

                    (2)  Twenty-five percent (25%) of the Member's Compensation
                         [as defined in subsection (f)].

               (b)  If a Member is, or was, covered under a qualified defined
                    benefit plan maintained by the Company, the sum of the
                    Member's Defined Benefit Fraction and Defined Contribution
                    Fraction (as defined in Section 415 of the Code) may not
                    exceed 1.0 in any Limitation Year, to the extent required by
                    Section 415 of the Code.

               (c)  Annual Addition means the sum of the following amounts for a
                    ---------------
                    Limitation Year with respect to each Member --

                    (1)  Basic Matched Contributions

                    (2)  Company Matching Contributions

                    (3)  Basic Unmatched Contributions

                    (4)  Supplemental Contributions

                    (5)  Forfeitures

                    (6)  Similar amounts under other qualified defined
                         contribution plans maintained by the Company, and

                    (7)  Amounts allocated to a post-retirement medical account
                         described in Code Section 415(1)(2) or Code Section
                         419A(d).

                                       48
<PAGE>

                    Annual additions shall include excess contributions as
                    defined in Code Section 401(k)(8) of the Code, excess
                    aggregate contributions as defined in Code Section
                    401(m)(6)(B), and excess deferrals as described in Code
                    Section 402(g), regardless of whether such amounts are
                    distributed or forfeited.

                    Rollover Contributions, repaid distributions, restored
                    forfeitures pursuant to Section 12.01, and loan payments
                    shall not be treated as Annual Additions.

               (d)  For the purpose of this section, Company shall include a
                    Commonly Controlled Entity as defined in Section 1.11,
                    except that in applying Section 414(b), the phrase "more
                    than fifty percent (50%)" shall be substituted for the
                    phrase "at least eighty percent (80%)" each place it appears
                    in Code Section 1563(a)(1).

               (e)  "Limitation Year" means the Plan Year.

               (f)  For the purposes of this section, "Compensation" means
                    compensation as defined in Treas. Reg. (S)1.415-2(d) (or any
                    regulation which replaces or supersedes such regulation) for
                    purposes of the limitations on benefits and contributions
                    under qualified plans.

               (g)  If, for any Plan Year, it is necessary to limit the
                    allocation of an amount to a Member's Account to comply with
                    subsection (a), the Plan shall limit such allocation by
                    reducing contributions in the following order --

                    (1)  first, to the extent necessary, Supplemental
                         Contributions and any earnings thereon;

                    (2)  second, to the extent necessary, the Basic Unmatched
                         Contributions, if any, made on his behalf and any
                         earnings thereon;

                    (3)  third, to the extent necessary, the amount of the Basic
                         Matched Contributions made on his behalf and any
                         earnings thereon. The Company Matching Contributions
                         made with respect to such Basic Matched Contributions
                         and any earnings

                                       49
<PAGE>

                         thereon shall be treated as though they were
                         forfeitures to the extent necessary and as soon as
                         administratively feasible; and

                    (4)  fourth, to the extent necessary, other Company or
                         Commonly Controlled Entity contributions made to other
                         qualified defined contribution plans.

                         If the limitations of subsection (b) are exceeded, the
                         accrued benefit of the Member under the defined benefit
                         plan shall be reduced to the extent necessary to
                         satisfy the requirements of subsection (b).

                                  ARTICLE XIX
                              Top-Heavy Provisions
                              --------------------

Section 19.01  Application of Top-Heavy Provisions.
               -----------------------------------

               (a)  Except as provided in subsection (b)(2), if as of a
                    Determination Date, the sum of the amount of the Section 416
                    Accounts of Key Employees and the Beneficiaries of deceased
                    Key Employees exceeds sixty percent (60%) of the amount of
                    the Section 416 Accounts of all Members and Beneficiaries,
                    the Plan is top-heavy and the provisions of this Article
                    shall become applicable.

                    If any individual has not received any compensation (other
                    than benefits under a plan) from the Company or a Commonly
                    Controlled Entity of the Company at any time during the
                    five-year period ending on the Determination Date, the
                    Section 416 Account of such individual or his Beneficiary
                    shall be excluded from all computations under this Article
                    with respect to Plan Years beginning after December 31,
                    1984. However, if such an individual returns to employment
                    with the Company or Commonly Controlled Entity, his Section
                    416 account shall be included in calculations under this
                    section. The Section 416 Account of an individual who was a
                    Key Employee but is not a Key Employee for the Plan Year
                    containing the Determination Date and the preceding four
                    Plan Years or the Section 416 Account of the Beneficiary of
                    such an individual shall be excluded from all computations
                    under this Article.

                                       50
<PAGE>

            (b)   (1) If as of a Determination Date this Plan is part of an
                  Aggregation Group which is top-heavy, the provisions of this
                  Article shall become applicable. Top-heaviness for the purpose
                  of this subsection shall be determined with respect to the
                  Aggregation Group in the same manner as described in
                  subsection (a) except that if the Aggregation Group includes a
                  defined benefit plan, the Section 416 Account shall include
                  the present value of the accrued benefit of a member or a
                  beneficiary under such plan.

                  (2) If this Plan is top-heavy under subsection (a), but the
                  Aggregation Group is not top-heavy, this Article shall not be
                  applicable.

            (c)   The Plan Administrator shall have responsibility to make all
                  calculations to determine whether this Plan is top-heavy. The
                  Plan Administrator may use a method which approximates the
                  calculations described in Section 19.01(a) provided that it
                  mathematically proves that the Plan is not top-heavy, such as
                  a method which overstates the Section 416 Accounts with
                  respect to Key Employees and understates the Section 416
                  Accounts with respect to non-Key Employees.

Section 19.02 Definitions.
              -----------

            (a)   "Aggregation Group" means this Plan and all other plans
                  (including a frozen plan) maintained by the Company which
                  covers a Key Employee or his Beneficiary and any other plan
                  which enables a plan covering a Key Employee or his
                  Beneficiary to meet the requirements of Code Sections
                  401(a)(4) or 410. A terminated plan shall be included in an
                  Aggregation Group if it was maintained by the Company within
                  the last five (5) years ending on the Determination Date for
                  the Plan Year in question and would, but for the fact it was
                  terminated, meet the conditions of the preceding sentence. In
                  addition, at the election of the Plan Administrator, the
                  Aggregation Group may be expanded by the company if such
                  expanded Aggregation Group meets the requirements of Code
                  Sections 401(a)(4) and 410.

            (b)   "Determination Date" means the last day of the Plan Year
                  immediately preceding the Plan Year for which top-heaviness is
                  to be determined.

                                       51
<PAGE>

            (c)   "Key Employee" means an Employee (or a former or deceased
                  Employee) who, for the Plan Year containing the Determination
                  Date or any of the four preceding Plan Years (including years
                  before 1984), is:

                  (1) an officer of the Company or a Commonly Controlled Entity
                      of the Company having an annual Compensation for a Plan
                      Year greater than one hundred fifty percent (150%) of the
                      amount in effect under Code Section 415(c)(1)(A) for the
                      calendar year in which the Plan Year ends; provided,
                      however, that no more than the lesser of --

            (A)   50 Employees, or

            (B)   the greater of (i) three Employees or (ii) ten percent (10%)
                  of the greatest number of employees of the company and its
                  Commonly Controlled Entities for the Plan Year containing the
                  Determination Date and the preceding four Plan Years shall be
                  treated as officers, and such officers shall be those with the
                  highest annual Compensation in the five-year period;

                  (2) one of the ten Employees having an annual Compensation in
                      excess of the amount in effect under Code Section
                      415(c)(1)(A) and owning (or considered as owning within
                      the meaning of Code Section 318) both more than one-half
                      percent (1/2%) interest in the Company and the largest
                      interests in the Company;

                  (3) a five-percent (5%) owner of the Company; or

                  (4) a one-percent (1%) owner of the Company having an annual
                      Compensation [as defined in Section l9.01(f)] of more than
                      $150,000.

                      For the purpose of subsection (c)(l)(B)(II), if ten
                      percent (10%) of the number of Employees is not an
                      integer, the number shall be increased to the nearest
                      integer. The determination as to whether a person is an of
                      ricer shall be made on the basis of his actual authority
                      and duties and without regard to his title. For the
                      purpose of

                                       52
<PAGE>

                      subsection (c)(2), if two Employees have the same interest
                      in the Company, the Employee having the greater annual
                      Compensation from the Company, shall be treated as having
                      a larger interest. For the purpose of subsections (c)(3)
                      and (c)(4), ownership shall be determined in accordance
                      with Code Section 416 (i)(l)(B) and (C).

            (d)   "Section 416 Account" means the sum of:

                  (1) the amount credited to a Member's or Beneficiary's Account
                      under this Plan as of the most recent Valuation Date
                      occurring within the twelve (12) month period ending on
                      the Determination Date (or his account under another
                      qualified defined contribution plan which is part of an
                      Aggregation Group) including uncontributed amounts due as
                      of such Valuation Date but which are actually contributed
                      on or before the Determination Date;

                  (2) the present value of the accrued benefit credited as of a
                      Determination Date to a Member or Beneficiary under a
                      qualified defined benefit plan which is part of an
                      Aggregation Group; and

                  (3) the amount of distributions to the Member or Beneficiary
                      during the five-year period ending on the Determination
                      Date, including a distribution under a terminated plan
                      which, if it had not been terminated, would have been
                      required to be included in an Aggregation Group, a
                      distribution of Employee contributions, and a distribution
                      made before January 1, 1984, but excluding a distribution
                      which is a tax-free rollover contribution (or similar
                      transfer) that is not initiated by the Member or that is
                      contributed to a plan which is maintained by the Company;
                      reduced by --

                  (4) the amount of a rollover contribution (or similar
                      transfer) which is accepted by this Plan (or a plan
                      forming part of an Aggregation Group) after December 31,
                      1983 and which was initiated by the Member and derived
                      from a plan not maintained by the Company or a Commonly
                      Controlled Entity of the Company, and the earnings on such
                      rollover contribution.

                                       53
<PAGE>

Section 19.03  Minimum Contribution.
               --------------------

               (a)    If this Plan is determined to be top-heavy under the
                      provisions of Section 19.01, with respect to each Member
                      who is not a Key employee and is an Employee on the last
                      day of the Plan Year, the sum of Employer Contributions
                      (other than Basic Contributions), forfeitures treated as
                      Employer Contributions under this Plan, and under all
                      qualified defined contribution plans in the Aggregation
                      Group shall not be less than three percent (3%) of such
                      Member's Compensation [as defined in Section 18.01(f)].
                      Notwithstanding the provisions of Section 8.02,
                      contributions made pursuant to this Section shall be fully
                      vested at all times. This Section shall not be applicable
                      with respect to a Member who is also covered under a
                      defined benefit plan maintained by the Company which
                      provides the benefit specified by Code Section 416(c)(1).

               (b)    The contribution rate specified in subsection (a) shall
                      not exceed the percentage at which Employer Contributions
                      and forfeitures are allocated under the Plan or the plans
                      of the Aggregation Group to the account of the Key
                      Employee for whom such percentage is the highest for the
                      Plan Year. For the purpose of this subsection, the
                      percentage for each Key Employee shall be determined by
                      dividing the Employer Contributions and forfeitures for
                      the Key Employee by the amount of his total compensation
                      for the year not in excess of $200,000 [as adjusted by the
                      Secretary of the Treasury under Code Section 416(d)]. This
                      subsection shall not apply if this Plan is required to be
                      included in an Aggregation Group and the Plan enables a
                      defined benefit plan which is part of the Aggregation
                      Group to meet the requirements of Code Section 401 (a)(4)
                      or 410.

Section 19.04  Limit on Annual Additions: Combined Plan Limit.
               ----------------------------------------------

               (a)    If this Plan is determined to be top-heavy under Section
                      19.01, Section 18.01(b) of this Plan shall be applied by
                      substituting 1.0 for 1.25. The transitional rule of Code
                      Section 415(e)(6)(B)(i) shall be applied by substituting
                      "$41,500" for "$51,875".

               (b)    Subsection (a) shall not be applicable if --

                                       54
<PAGE>

                      (1)  Section 19.03 is applied by substituting "four
                           percent (4%)" for "three percent (3%)", and

                      (2)  this Plan would not be top-heavy if "ninety percent
                           (90%)" is substituted for "sixty percent (60%)" in
                           Section 19.01.

               (c)    If, but for this subsection (c), subsection (a) would
                      begin to apply with respect to the Plan, the application
                      of subsection (a) shall be suspended with respect to a
                      Member so long as there are --

                           (1) no Company contributions, forfeitures, or
                           voluntary nondeductible contributions allocated to
                           such Member, and

                           (2) no accruals under a qualified defined benefit
                           plan for such Member.

     IN WITNESS WHEREOF, Protein Technologies International, Inc. has caused
this amended Plan to be executed by the undersigned representative of the
Company effective as of January 1, 1999, or as otherwise indicated.



PROTEIN TECHNOLOGIES INTERNATIONAL, INC.


By______________________________________

                                       55
<PAGE>

                                  RESOLUTIONS
                       OF THE BENEFITS COUNCIL ADOPTING
                                AMENDMENT NO. 1
                                    TO THE
       PROTEIN TECHNOLOGIES INTERNATIONAL, INC. SAVINGS INVESTMENT PLAN
                         (Effective December 3, 1997)


     In accordance with its authority under Section 13.02(f) of the Protein
Technologies International, Inc. Savings Investment Plan (the "Plan"), the
Benefits Council hereby amends the Plan as follows.

1.   Effective December 3, 1997, Section 1.02 is amended to correct a
scrivener's error by deleting the reference to "Ralston Purina Company" and
replacing it with a reference to "Protein Technologies International, Inc."

2.   Effective January 1, 1999, Section 1.12 is amended by deleting the
reference to Section 4.02(a)(i) and replacing it with a reference to Section
4.02(a).

3.   Effective December 3, 1997, Section 1.13 is amended to clarify the
operation of the Plan by deleting the definition of "Compensation" in its
entirety and replacing it with the following:

          "Compensation shall mean the basic compensation and such other forms
           ------------
     of cash compensation paid for employment in Covered Service, as determined
     by the Plan Administrator including but not limited to, regular cash
     bonuses paid while the member is an active Employee (unless the Member
     elects to defer such bonus under a Company sponsored deferred compensation
     plan); payments made under a Code Section 125 cafeteria plan; payments
     received by Members as a result of non-occupational sicknesses or injuries
     as wage replacement; and payments received by a Member under any type of
     Company sponsored voluntary supplementation of worker's compensation
     payments. Except as specifically included otherwise in the preceding
     sentence, compensation shall not include employer paid reimbursements and
     allowances, non-recurring awards, or severance or other payments made to a
     former Employee with respect to any period following such former Employee's
     last active work day. Notwithstanding the foregoing, Compensation for
     purposes of the Plan shall not exceed $150,000, or such other amount as
     determined in accordance with Section 401(a)(17) of the Code."

4.   Effective January 1, 1999, Section 1.14 is amended by adding a sentence to
the end thereof to read as follows: "For purposes of this definition,
Internationally Assigned Employee shall mean an individual designated as such by
the Company."

5.   Effective January 1, 1999, Section 1.21 is amended to correct a scrivener's
error by deleting the phrase "immediately following the completion by the
Employee of a one year Period of Service" and replacing it with "on or following
the Employee's Employment Commencement Date (as defined in Section 3.02)."

6.   Effective December 3, 1997, Section 1.24 is amended by deleting clause (3)
in its entirety and replacing it with the following: "(3) such services are
performed under the primary direction or control by the Company."

7.   Effective January 1, 1999, Section 1.35 is amended by changing the
reference from Section 4.04 to Section 4.03.

8.   Effective January 1, 1999, Section 3.01 is clarified by deleting the phrase
"on the Closing Date" and replacing it with "as of December 2, 1997."
<PAGE>

9.   Effective January 1, 1999, Sections 4.01, 4.02 and 4.03 are deleted in
their entirety and replaced with the following, and subsequent sections and
crossreferences are renumbered accordingly:

          "Section 4.01  Basic Matched Contributions and Basic Unmatched
                         -----------------------------------------------
          Contributions.
          -------------

          (a)       Each Member may elect to reduce his Compensation in any
                    amount from two percent (2%) to twelve percent (12%) [in one
                    percent (1%) increments] of his Compensation for each
                    payroll period subject to the provisions set forth in
                    Sections 4.04(g), 4.08, and Article XIX, and his Employer
                    shall remit an amount equal to the amount of the reduction
                    in his Compensation to the Plan on his behalf as soon as
                    practicable after the end of the payroll period.

          (b)       For a Member who has (1) completed a one (1) year Period of
                    Service, or (2) was an Eligible Employee on the Effective
                    Date of this Plan, the first six percent (6%) of
                    contributions under this paragraph shall be considered Basic
                    Matched Contributions, and a Company Contribution shall be
                    made with respect to such contributions in accordance with
                    Section 4.02. Any contributions other than those described
                    in the preceding sentence shall be considered Basic
                    Unmatched Contributions.

          (c)       Notwithstanding the foregoing, the Employer shall not remit
                    to the Plan any Basic Matched Contributions or Basic
                    Unmatched Contributions on behalf of any Member who receives
                    a hardship withdrawal of his Basic Contribution Account or
                    his Company Matching Contribution Account in accordance with
                    Section 11.02, during the twelve-month period immediately
                    following such withdrawal.

          Section 4.02  Company Matching Contributions.
                        ------------------------------

          (a)       The Company shall contribute out of its accumulated earnings
                    and profits to a Company Matching Contribution Account an
                    amount equal to 100% of each Member's Basic Matched
                    Contributions.

          (b)       In the event that the Commissioner of Internal Revenue, on
                    timely application made after the adoption of the Plan, as
                    restated, determines that the Plan and the implementing
                    trust do not qualify for tax-exempt status, or refuses, in
                    writing, to issue a favorable determination with respect to
                    the Plan and such trust, the Employer contributions made on
                    or after the date on which such determination or refusal is
                    applicable shall be returned to the Employer without
                    interest. In the event that an Employer contribution to the
                    Plan is made by a mistake of fact or all or part of the
                    Employer's deductions under Code Section 404 for
                    contributions to the Plan are disallowed by the Internal
                    Revenue Service, the portion of the contributions
                    attributable to such mistake of fact or to which such
                    disallowance applies shall be returned to the Employer
                    without interest.

                    Any such return shall be made within one year after the
                    making of such contribution by mistake of fact or the denial
                    of qualification or disallowance of deductions, as the case
                    may be.

          (c)       Company Matching Contributions shall be suspended for six
                    months if a Member withdraws any or all of his Company
                    Matching Contributions deposited in his Account during the
                    two years preceding the withdrawal under Section 11.04."
<PAGE>

10.  Effective January 1, 1999, Section 4.03 (former Section 4.04) is amended by
deleting the clause "after the end of the month in which the applicable pay
period ends, but in no event later than ninety (90) days after the end of such
payroll period."

11.  Effective December 3, 1997, Section 4.04 (former Section 4.05) is amended
by deleting paragraph (a) in its entirety and replacing it with the following:

      "(a)  The actual deferral percentage for the Highly Compensated Employees
            shall satisfy at least one of the following tests:

               (i)  The actual deferral percentage for the eligible Highly
                    Compensated Employees for the Plan Year does not exceed the
                    actual deferred percentage for the eligible Non-Highly
                    Compensated Employees for the preceding Plan Year,
                    multiplied by 1.25; or

               (ii) The actual deferral percentage for the eligible Highly
                    Compensated Employees for the Plan Year does not exceed the
                    actual deferral percentage for the eligible Non-Highly
                    Compensated Employees for the preceding Plan Year,
                    multiplied by 2.0; provided, however, that the actual
                    deferral percentage for the eligible Highly Compensated
                    Employees may not exceed the actual deferral percentage for
                    the eligible Non-Highly Compensated Employees by more than
                    two percentage points."

12.  Effective December 3, 1997, Section 4.04 (former Section 4.05) is amended
by deleting paragraph (f) in its entirety and replacing it with the following:

          "(f)  The reduced deferral percentage for each Highly Compensated
                Employee shall be determined by reducing the Basic Matched or
                Basic Unmatched Contributions, as applicable, of the Highly
                Compensated Employee with the highest dollar amount of deferral
                to whichever of the following is higher:

                     (i)      The amount which enables the highly compensated
                              group to satisfy one of the tests of paragraph
                              (a)(1); or

                     (ii)     The amount that is equal to that of the Highly
                              Compensated Employee with the next highest Basic
                              Matched or Basic Unmatched Contributions, as
                              applicable.

                    The above process shall be repeated until the highly
                    compensated group satisfies one of the tests set forth in
                    paragraph (a)."

13.  Effective December 3, 1997, Section 4.05 (former Section 4.06) is amended
by deleting paragraphs (a) and (b) in their entirety and replacing them with the
following:

          "(a)      The actual contribution percentage for the Highly
                    Compensated Employees, for each Plan Year, shall not exceed
                    the greater of (i) the actual contribution percentage for
                    eligible Non-Highly Compensated Employees for the preceding
                    Plan Year multiplied by 1.25, or (ii) the lesser of (A) two
                    hundred percent (200%) of the actual contribution percentage
                    of the eligible Non-Highly Compensated Employees, or (B) the
                    actual
<PAGE>

                    contribution percentage of the eligible Non-Highly
                    Compensated Employees, plus two (2) percentage points.

          (b)       The actual contribution percentage with respect to
                    contributions to the Plan for a specified group of Employees
                    for a Plan Year shall be the average of the ratios
                    (calculated separately for each Employee in such group) of:

                    (i)  The sum of each of the following which are actually
                         paid to the Plan on behalf of such Employee for such
                         Plan Year,

                         (A)  Company Matching Contributions
                         (B)  Supplemental Contributions, and
                         (C)  Any Qualified Non-Elective Contributions and
                              Qualified Matching Contributions, to

                    (ii) The Employee's compensation (within the meaning of Code
                         Section 414(a)) for such Plan Year."

14.  Effective December 3, 1997, Section 4.05 (former Section 4.06) is amended
by adding the following phrase to the end of paragraph (c) thereof: ", including
Qualified Non-Elective Contributions and Qualified Matching Contributions."

15.  Effective December 3, 1997, Section 4.05 (former Section 4.06) is amended
by deleting paragraph (f) in its entirety and replacing it with the following:

            "(f)  The reduced contribution percentage for each Highly
                  Compensated Employee shall be determined by reducing the
                  Supplemental Contributions and Company Matching Contributions
                  of the Highly Compensated Employee with the highest dollar
                  amount of Company Matching Contributions and Supplemental
                  Contributions to whichever of the following is higher:

                     (i)      The amount which enables the highly compensated
                              group to satisfy one of the tests of paragraph
                              (a)(l); or

                     (ii)     The amount that is equal to that of the Highly
                              Compensated Employee with the next highest dollar
                              amount of Company Matching Contributions and
                              Supplemental Contributions.

                  The above process shall be repeated until the highly
                  compensated group satisfies one of the tests set forth in
                  paragraph (a)."

16.  Effective January 1, 1999, Sections 4.06 and 4.07 (former Sections 4.07 and
4.08) are deleted in their entirety and replaced with the following:

            "Section 4.06  Change in Basic Matched. Basic Unmatched. and
                           ---------------------------------------------
            Supplemental Contributions.  Subject to the provisions of Sections
            --------------------------
            4.01 and 4.03, a Member may change the election permitted by
            Sections 4.01 and 4.03 at any time, effective as of the next payroll
            period following receipt of the change by the Plan Administrator,
            provided the notice of the change is given according to such
            procedures as the Plan Administrator shall prescribe.  In addition,
            where Basic Matched, Basic Unmatched, or Supplemental Contributions
            by payroll deduction are or may be prohibited by law, in the opinion
            of counsel to the Company, a Member, upon approval by the Plan
            Administrator, may make contributions directly to the Trustee for
            each payroll period
<PAGE>

            by a method satisfactory to the Plan Administrator as long as such
            deposits are timely made on the same schedule as payroll deductions.
            The Trustee shall not accept direct contributions not timely made by
            a Member.

            Section 4.07  Suspension of Basic Matched. Basic Unmatched. and
                          -------------------------------------------------
            Supplemental Contributions.
            --------------------------

            (a)   A Member may cause the suspension of Basic Matched, Basic
                  Unmatched, and/or Supplemental Contributions on his behalf at
                  any time by giving prior notice to the Plan Administrator in
                  accordance with such procedures as the Plan Administrator
                  shall prescribe. The suspension shall become effective as soon
                  as practicable after notification is received. During such
                  period of suspension of Basic Matched Contributions no Company
                  Matching Contributions on behalf of such a Member shall be
                  made by the Company.

            (b)   A Member who has caused the suspension of Basic Matched, Basic
                  Unmatched, and/or Supplemental Contributions may have them
                  resumed in accordance with Sections 4.01 and 4.03 by notifying
                  the Plan Administrator in accordance with Section 4.06.

            (c)   A Member for whom contributions under Sections 4.01 and 4.03
                  have ceased because he is on an unpaid absence from service
                  shall again be eligible to have such contributions made on the
                  date he returns to service as an Eligible Employee.  No
                  contributions may be made for a Member for any unpaid period
                  of absence from service including, but not limited to, absence
                  due to sickness, leave of absence due to sickness, leave of
                  absence under the Family and Medical Leave Act, or service in
                  the Armed Forces.

            (d)   A Member for whom contributions under Sections 4.01 and 4.03
                  have ceased because he has ceased to be an Eligible Employee
                  but, nevertheless, continues to be an Employee shall again be
                  eligible to have such contributions made on the next Entry
                  Date after he again becomes an Eligible Employee and gives
                  written notice to the Plan Administrator on the prescribed
                  form."

17.  Effective January 1, 1999, Section 4.08 (former Section 4.09) is amended by
changing the reference from $7,000 to $10,000.

18.  Effective December 3, 1997, Section 4.09 is amended by changing the heading
thereof to "Periods of Uniformed Service" and adding the following sentence to
the end thereof: "Notwithstanding any provision of this Plan to the contrary,
contributions, benefits, and service credit with respect to qualified military
service will be provided in accordance with section 414(u) of the Code."

19.  Effective January 1, 1999, a new Section 5.06 is added to read as follows:

            "Section 5.06  Voting and Tender of Shares.
                           ---------------------------

            (a)   Each member shall be entitled to direct the Trustee as to the
                  manner in which voting rights with respect to shares or units
                  represented by the Member's Account are to be exercised. The
                  Trustee shall vote the number of shares in accordance with
                  such instructions. With respect to units of the Common Stock
                  of E.I. du Pont de Nemours Investment Fund, any such
                  instructions shall remain
<PAGE>

                    in the strict confidence of the Trustee. Except with respect
                    to units of the Common Stock of E.I. du Pont de Nemours
                    Investment Fund, if a Member does not return proper
                    instructions in a timely manner, such inaction shall be
                    deemed an election not to vote such shares or to vote such
                    shares as the default option described on the proxy or
                    voting instructions, as applicable.

          (b)       Each Member shall be entitled to direct the Trustee as to
                    whether to exercise a tender offer with respect to the
                    portion of the Member's Account invested in the DuPont
                    Common Stock Fund. The Trustee shall tender such shares in
                    accordance with such instructions. If a Member does not
                    return proper tender instructions to the Trustee in a timely
                    manner, such inaction by the Member shall be deemed a
                    decision not to tender, and the Trustee shall not tender
                    with respect to such Member's Account."

20.  Effective December 3, 1997, Section 6.01 shall be amended by correcting the
heading to read as "Investment Funds" and to add new paragraphs (h) and (i) to
read as follows:

          "(h)    DuPont Common Stock Fund.  This Fund is a unitized fund
                  ------------------------
                  holding shares of common stock of E.I du Pont de Nemours and
                  Company plus such cash reserves as deemed necessary or
                  appropriate to facilitate distributions, withdrawals and
                  directions of investments into and out of the Fund.

          (i)     Conoco Class B Stock Fund. This Fund holds shares of Class B
                  -------------------------
                  common stock of Conoco Inc. This Fund will be available under
                  the Plan only upon the effective date of the one-time initial
                  tender offer of Class B common stock of Conoco Inc. and no
                  amounts may be invested in this Fund other than as a result of
                  such initial tender offer.  Notwithstanding any other
                  provision of this Plan to the contrary, a Member may authorize
                  the transfer of all or part of the value of his account
                  invested in this Fund into any other Investment Fund available
                  under the Plan, but may not authorize any transfer into this
                  Fund other than as a result of the tender offer."

21.  Effective January 1, 1999, Section 6.02 is amended by deleting the first
paragraph of paragraph (a) in its entirety and replacing it with the following:

          "Election.  All contributions, other than Company Matching
           --------
          Contributions, remitted to the Plan and credited to a Member's
          Accounts will be invested at the election of the Member in multiples
          of one percent (1%) in the Investment Funds authorized by the Company
          and maintained by the Trustee in accordance with Section 6.01.
          Contributions for which a Member does not make a valid election shall
          be invested in the U.S. Government Money Market Fund, or such other
          Investment Fund as the Plan Administrator designates from time to
          time. Company Matching Contributions shall be invested initially in
          the DuPont Common Stock Fund, but may be transferred to other
          Investment Funds at any time in accordance with paragraph (b)."

22.  Effective January 1, 1999, Article VII is amended by deleting Section 7.04
in its entirety.

23.  Effective December 3, 1997, Article VIII is amended to clarify the
operation of the Plan by deleting Section 8.02 in its entirety and replacing it
with the following:

          "Section 8.02  Vesting of Company Contributions Account.
                         ----------------------------------------

          Subject to the provisions of subparagraph (b), a Member shall be
          vested in his Company Contribution Account after completing a five (5)
          year Period of Service
<PAGE>

            regardless of whether such employment occurs before or after
            participation in the Plan, or (ii) one hundred percent (100%) in the
            event of the occurrence of any one of the following:

                     (1)  attainment of age sixty-five (65) while an Employee,
                     (2)  Retirement,
                     (3)  Disability while an Employee,
                     (4)  death while an Employee,
                     (5)  termination of the Plan, or
                     (6)  complete discontinuance of Company contributions."

24.  Effective January 1, 1998, Section 9.05 is amended by deleting phrase (b)
in its entirety and replacing it with the following: "(b) if the vested portion
of the Account of a Member exceeds $3,500 (after January 1, 1998, $5,000) at the
time the Member becomes entitled to a distribution under this Article IX, and
the Member has not attained age sixty-five (65) years of age, the Member must
consent in writing before any portion of such Account may be distributed to the
Member."

25.  Effective January 1, 1999, Article XI is amended by deleting Section 11.01
in its entirety and replacing it with the following:

          "Withdrawal of Supplemental and Rollover Contributions. A Member who
           -----------------------------------------------------
          has made Supplemental Contributions or Rollover Contributions may
          withdraw such contributions and related earnings at any time by
          submitting a request in accordance with guidelines determined by the
          Plan Administrator. Payment shall be made to the Member as soon as
          practicable after the submission of the Member's request. The
          withdrawal may not exceed the lesser of the Member's Supplemental
          Investment Account or total Supplemental Contributions, or the lesser
          of the Member's Rollover Account or total Rollover Contributions, as
          applicable."

26.  Effective January 1, 1999, Section 11.02 is amended by (1) adding the word
"vested" before the words "Company Matching Contributions" in the first
sentence, (2) by deleting the word "written," and (3) by adding the phrase
"related educational fees, and room and board" following the word "tuition" is
paragraph (a)(3).

27.  Effective January 1, 1999, Section 11.03 is amended by adding the word
"Rollover" following the word "Supplemental" and by deleting the word "written"
in the first sentence thereof.

28.  Effective January 1, 1999, Article XI is amended by adding a new Section
11.04 to read as follows, and by renumbering subsequent sections and
crossreferences accordingly:

     "Section 11.04  Withdrawal of Matching Contributions
                     ------------------------------------

     (a) A Member or former Member may withdraw amounts from his vested Company
     Contributions Account up to two times in a calendar year by submitting a
     request to the Plan Administrator in accordance with guidelines determined
     by the Plan Administrator.

     (b) Matching Contributions shall be suspended for six months if a Member
     withdraws any or all of his Matching Contributions deposited in his Account
     during the two years preceding the withdrawal."

29.  Effective January 1, 1999, Article XI is amended by deleting Section 11.05
(former Section 11.04) in its entirety and replacing it with the following:

     "Section 11.05  Order of Withdrawals
                     --------------------

<PAGE>

     (a) A Member wishing to withdraw amounts from his Account must first
     withdraw the total amount in his Supplemental Investment Account and
     Rollover Account.

     (b) Once a Member has withdrawn all amounts, if any, in his Supplemental
     Investment Account and Rollover Account, he must then withdraw vested
     amounts from his Company Contribution Account under Section 11.04.
     Withdrawals from his Company Contribution Account shall be made first from
     Company Contributions that have been credited to his Account for at least
     two years preceding the withdrawal.

     (c) When a Member has withdrawn all amounts available as described in
     paragraphs (a) and (b) of this Section 11.05, then the Member may withdraw
     amounts in a hardship withdrawal from his Basic Investment Account,
     provided he satisfies the requirements of Section 11.02."

30.  Effective January 1, 1999, Article XI is amended by adding a new Section
11.06 to read as follows: "Section 11.06 Form of Withdrawals. Withdrawals may be
                                         -------------------
made in cash or, if applicable, in shares of stock held in an Investment Fund
invested in the DuPont Common Stock Fund or the Conoco Class B Stock Fund."

31.  Effective January 1, 1999, Article XVI is amended by adding a new Section
16.14 to read as follows: "Section 16.14 Transfers from other Plans.  Subject
                                         --------------------------
to the requirements of the Code, and at the discretion of the Plan
Administrator, the Plan Administrator may authorize the Trustee to accept a
trust-to-trust transfer of assets requested by a Member in cash and/or stock
received from a tax-qualified defined contribution plan."

32.  Effective January 1, 1999, Section 18.01 is amended by deleting paragraph
(b) in its entirety and replacing it with the following:

     "(b)  If a Member is, or was, covered under a qualified defined benefit
     plan maintained by the Company, the sum of the Member's defined benefit
     fraction and defined contribution fraction (as defined in Section 415 of
     the Code) may not exceed 1.0 in any Limitation Year to the extent required
     by Section 415 of the Code."


                            BENEFITS COUNCIL OF THE
                            PROTEIN TECHNOLOGIES INTERNATIONAL, INC.
                            SAVINGS INVESTMENT PLAN


                            _____________________________



                            _____________________________



                            _____________________________


Dated:    ___________________, 1999