Conoco Inc. Directors' Charitable Gift Plan

CONOCO INC.
DIRECTORS' CHARITABLE GIFT PLAN


1. PURPOSE OF THE PLAN


The purpose of the Directors' Charitable Gift Plan (the "Plan") is to
acknowledge the service of members of the Board of Directors (the "Board")
of Conoco Inc. (the "Company"); recognize the mutual interest of the
Company and its Directors in support of eligible educational and
charitable organizations; and enhance the Directors' total compensation
package.


Each eligible Director of the Company will recommend that the Company make
a donation of up to $1,000,000 to the eligible tax-exempt organization(s)
(the "Organization(s)") designated by the Director. The donation will be
made in the Director's name in five equal annual installments, with the
first installment to be made as soon as practicable after the death of the
Director or former Director.


2. ELIGIBILITY


Each member of the Board of Directors who serves for a minimum of one year
shall be eligible to participate in the Plan. The Plan will not be
effective for a Director until he or she completes all required enrollment
procedures for the Plan.


3. DIRECTOR'S RECOMMENDATION


Each eligible Director shall make a written recommendation to the Company,
on a form approved by the Company for this purpose, designating the
Organization(s) which he or she intends to be the recipient(s) of the
Company's donation to be made in the Director's name. A Director may
revise or revoke such recommendation prior to his or her death by signing
a new recommendation form and submitting it to the Company.


4. ORGANIZATIONS


In order to be eligible to a receive a donation, an Organizat ...