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 Com ...