1998 Global Performance Sharing Plan - Conoco Inc.


                                   CONOCO INC.
                      1998 GLOBAL PERFORMANCE SHARING PLAN

               (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 8, 2001)

                                    RECITALS

                  Conoco Inc. ("Conoco") established the Conoco Inc. 1998 Global
Performance Sharing Plan (the "Plan") effective October 16, 1998. Paragraph 5
specifies that awards may be granted under the Plan with respect to Conoco Class
A Common Stock. Paragraph 12 reserves to Conoco and the Committee the right to
amend the Plan. Paragraph 14 provides that Employee Awards may be assumed by
means of substitution of new Employee Awards in the event of certain corporate
transactions, including a reorganization.

                  Conoco intends to reclassify its Class A Common Stock and
Class B Common Stock into a single class of new common stock ("Common Stock") by
merging Conoco Delaware I, Inc., a wholly owned subsidiary of the Conoco
("Merger Sub"), with and into Conoco (the "Merger"), pursuant to an Agreement
and Plan of Merger, dated as of July 17, 2001, between the Company and Merger
Sub. In connection with the Merger and pursuant to their authority under
Paragraph 12, the Board has authorized this amendment and restatement of the
Plan to provide for the issuance of awards with respect to the new class of
Common Stock, such amendment and restatement to become effective upon the
effective time of the Merger (October 8, 2001). In addition, in connection with
the Merger and effective upon the effective time thereof, pursuant to Paragraph
14, a new Employee Award will be substituted for each previously issued
outstanding Employee Award. The new Employee Award will apply to a number of
shares of Common Stock equal to the total number of shares of Class A Common
Stock for which the previously issued outstanding Employee Award has not been
exercised, and shall provide for the same exercise price and the same other
terms and conditions as those applicable under the previously issued outstanding
Employee Award. In respect of Approved Stock Options granted under Addendum B
prior to the date of Merger, shares of Common Stock will be issued in lieu of
Class A Common Stock on exercise of the option and, for the avoidance of doubt,
a new Employee Award will not be substituted.

                  Now, therefore, Conoco hereby amends and restates the Plan,
effective as set forth in paragraph 20 hereof, to read as follows:

         1. Plan. The Plan was adopted by Conoco to provide certain employees of
Conoco with an option to purchase shares of common stock of Conoco.

         2. Purpose. The Plan is a broad-based, nonqualified stock option plan
designed to provide additional financial incentives for certain employees of
Conoco; to encourage a sense of proprietorship in such employees; to retain such
employees; and to stimulate the active interest of such employees in the
development and financial success of Conoco and its subsidiaries. These
objectives are accomplished by granting employees options to purchase Common
Stock and 




                                      -1-
   2




thereby providing the grantees with a proprietary interest in the growth and
performance of Conoco and its subsidiaries.

         3. Definitions and Construction. The provisions of this Plan are entire
and complete, except as may otherwise be set forth in any addendum attached
hereto and incorporated herein, intended to address particular legal, tax,
securities, or administrative requirements or restrictions in designated
Participating Countries. In any necessary construction of a provision of this
Plan, the masculine gender may include the feminine and or neuter, and the
singular may include the plural, and vice versa. This Plan should be construed
in a manner consistent with the intent of Conoco to establish a nonqualified
stock option plan subject to fixed accounting treatment. As used herein,
capitalized terms shall have the following respective meanings:

                  Applicable Exchange Rate means such exchange rate as from time
         to time determined by the Committee or its delegate in its discretion.

                  Beneficiary means the individual or trust defined by or
         designated as the Participant's Beneficiary in accordance with
         paragraph 15 hereof. If no Beneficiary is designated, then the
         Beneficiary shall be determined as prescribed by governing law.

                  Board means the Board of Directors of Conoco.

                  Cause means (i) the willful and continued failure by the
         Participant to substantially perform the Participant's duties with his
         or her employer (other than any such failure resulting from the
         Participant's incapacity due to physical or mental illness), or (ii)
         the willful engaging, not in good faith, by the Participant in conduct
         which is demonstrably injurious to Conoco or its subsidiaries,
         monetarily or otherwise.

                  Change of Control is defined in Attachment D.

                  Code means the U.S. Internal Revenue Code of 1986, as amended
         from time to time.

                  Committee means the Compensation Committee of the Board or
         such other committee of the Board as is designated by the Board to
         administer the Plan.

                  Common Stock means the Common Stock, par value $.01 per share,
         of Conoco.

                  Conoco means Conoco Inc. or any successors thereto.

                  Controlling Retirement Plan means the Retirement Plan of
         Conoco Inc., a defined benefit retirement plan sponsored by Conoco, or,
         if the Participant does not participate in the Retirement Plan of
         Conoco Inc., then such other retirement plan sponsored by a subsidiary
         in which the Participant is eligible to participate, or such other
         retirement plan or program acceptable to the Committee.

                  Divestiture means Conoco sells, transfers or otherwise divests
         of ownership of the subsidiary, department or division for which the
         Participant works, or of the assets



                                      -2-
   3



         associated with the Participant's employment, such that as a result of
         the sale, transfer or divestiture, the Participant is no longer an
         Employee.

                  Employee means any employee of a Participating Employer who is
         classified as a regular, full- or part-time employee, including such
         individuals who are regular, full- or part-time employees but who are
         on an approved paid leave of absence. Employee does not mean any
         individual who is not classified by a Participating Employer as a
         regular, full- or part-time employee, including temporary employees
         (whether full- or part-time), an employee on unpaid or unapproved leave
         of absence, casual workers and contract workers. Employees whose
         employment is the subject of collective bargaining shall not be
         considered Employees eligible to participate unless the terms of such
         bargaining agreement specifically provide for grants hereunder.
         Notwithstanding the foregoing, an individual who is not an "Employee"
         under this definition may nonetheless receive an Employee Award under
         this Plan if the Committee determines that governing law requires the
         individual to receive an Employee Award.

                  Employee Award means the right to purchase a specified number
         of shares of Common Stock at a specified price pursuant to such
         applicable terms, conditions and limitations as the Committee may
         establish in order to fulfill the objectives of this Plan which is
         granted by a Participating Employer to an Employee. An Employee Award
         may be an Initial Grant or a Subsequent Grant. All awards granted
         herein are nonqualified stock options except that an equivalent number
         of SARs shall be granted to Employees when applicable law makes the
         grant of options impractical, as determined by the Committee in its
         sole discretion.

                  Employee Award Agreement means a written statement setting
         forth the terms, conditions and limitations applicable to an Employee
         Award.

                  Fair Market Value of a share of Common Stock means, as of a
         particular date, (i) if shares of Common Stock are listed on a national
         securities exchange, the mean between the highest and lowest sales
         price per share of Common Stock on the consolidated transaction
         reporting system for the principal national securities exchange on
         which shares of Common Stock are listed on that date, or, if there
         shall have been no such sale so reported on that date, on the next
         succeeding date on which such a sale was so reported, or, at the
         discretion of the Committee, the price prevailing on the exchange at
         the time of exercise, (ii) if shares of Common Stock are not so listed
         but are quoted on the Nasdaq National Market, the mean between the
         highest and lowest sales price per share of Common Stock reported by
         the Nasdaq National Market on that date, or, if there shall have been
         no such sale so reported on that date, on the next succeeding date on
         which such a sale was so reported, or, at the discretion of the
         Committee, the price prevailing on the Nasdaq National Market at the
         time of exercise, (iii) if the Common Stock is not so listed or quoted,
         the mean between the closing bid and asked price on that date, or, if
         there are no quotations available for such date, on the next succeeding
         date on which such quotations shall be available, as reported by the
         Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by
         the National Quotation Bureau Incorporated or (iv) if shares of Common
         Stock are not publicly traded, the most recent value determined by an



                                      -3-
   4




         independent appraiser appointed by Conoco for such purpose; provided
         that, notwithstanding the foregoing, "Fair Market Value" in the case of
         any Employee Award granted in connection with the IPO, means the price
         per share of Common Stock set on the IPO Pricing Date, as set forth in
         the final prospectus relating to the IPO.

                  Grant Date means the particular date or dates, as established
         by the Committee, on which an Employee is granted an Employee Award
         under the terms of this Plan.

                  Grant Price means the Fair Market Value of Common Stock on the
         Grant Date.

                  Initial Grant means the Employee Awards granted under the Plan
         on the IPO Pricing Date.

                  IPO means the first time a registration statement filed under
         the Securities Act of 1933 and respecting an underwritten primary
         offering by Conoco of shares of Common Stock is declared effective
         under that Act and the shares registered by that registration statement
         are issued and sold by Conoco (otherwise than pursuant to the exercise
         of any overallotment option).

                  IPO Closing Date means the date on which Conoco first receives
         payment for the shares of Common Stock it sells in the IPO.

                  IPO Pricing Date means the date of the execution and delivery
         of an underwriting or other purchase agreement among Conoco and the
         underwriters relating to the IPO setting forth the price at which
         shares of Common Stock will be issued and sold by Conoco to the
         underwriters and the terms and conditions thereof.

                  Incentive Plan means the 1998 Stock Performance and Incentive
         Plan of Conoco Inc.

                  Participant means an individual to whom an Employee Award has
         been granted, and for whom such Employee Award remains outstanding,
         unforfeited, and unexercised under this Plan.

                  Participating Country means any country, as determined by the
         Committee in its sole and absolute discretion and as set forth in
         Attachment "A," as attached hereto, and as may be amended from time to
         time.

                  Participating Employer means Conoco, or any subsidiary or
         affiliate of Conoco, as determined by the Committee in its sole and
         absolute discretion, and as set forth in Attachment "B," as attached
         hereto, and as may be amended from time to time.

                  Plan means the Conoco Inc. 1998 Global Performance Sharing
         Plan, as set forth in this document, and as it may be amended from time
         to time.

                  Retirement means separation from employment as described under
         the Controlling Retirement Plan, or in the event the Participant does
         not participate in a Controlling 



                                      -4-
   5



         Retirement Plan, then under the local governing law or Social Security
         authority, or such other plan as deemed acceptable by the Committee.
         The Employee must be eligible for an immediate retirement benefit under
         the Controlling Retirement Plan. This term includes retirements due to
         total and permanent disability (called incapacity retirements in the
         U.S.). Terminations where the individual is eligible for a future,
         rather than immediate, benefit are not considered Retirements under
         this Plan. In the U.S., separation retirements, as defined under the
         Conoco Inc. Retirement Plan, are not considered Retirements under this
         definition even if the Participant is eligible for an immediate
         benefit.

                  Severance means separation from employment under circumstances
         resulting from lack of work or outsourcing of the Employee's position
         or function.

                  Stock Appreciation Right or SAR means a right to receive a
         payment, in cash or in Common Stock, equal to the excess of the Fair
         Market Value of a specified number of shares of Common Stock on the
         date the right is exercised over the Fair Market Value of the specified
         number of shares of Common Stock on the date the SAR was granted.

                  Service Date means the date of record by which a Participating
         Employer establishes the service date of an Employee.

                  Subsequent Grant means any Employee Award granted under the
         terms of the Plan after the Grant Date of the Initial Grant.

                  Trading Day means a day on which Common Stock is available for
         purchase or sale on the New York Stock Exchange.

         4. Eligibility. Employees eligible for the Initial Grant are those
Employees of a Participating Employer in a Participating Country on the IPO
Pricing Date. Employees employed by a Participating Employer in a Participating
Country on the Grant Date of a Subsequent Grant shall be eligible for a
Subsequent Grant. Notwithstanding the foregoing, (a) Employees who on the
applicable Grant Date receive an award under the Incentive Plan shall not be
eligible to participate in this Plan; and (b) a Participating Employer may elect
to exclude specified groups of Employees from participation in the Initial Grant
or in Subsequent Grants.

         5. Common Stock Available for Employee Awards. Subject to the
provisions of paragraph 6 hereof, the Board has approved the granting of
1,900,000 shares of Common Stock under this Plan, which number of shares of
Common Stock may be modified from time to time by resolution of the Board. The
number of shares of Common Stock that are the subject of Employee Awards under
this Plan that are forfeited or terminated, that expire unexercised, or that are
settled in a manner such that all or some of the shares covered by an Employee
Award are not issued to a Participant, shall not be available for Employee
Awards hereunder. The Committee may from time to time adopt and observe such
procedures concerning the counting of shares against the Plan maximum as it may
deem appropriate. The Board and the appropriate officers of Conoco shall from
time to time take whatever actions are necessary to file any required 



                                      -5-
   6



documents with governmental authorities, stock exchanges and transaction
reporting systems to ensure that shares of Common Stock are available for
issuance pursuant to Employee Awards.

         6. Employee Awards.


                  (a) Each Employee Award shall be described in an Employee
         Award Agreement, and shall be subject to the vesting schedule,
         forfeiture provisions, terms, conditions and limitations described
         herein. An Employee Award shall be subject to limitations on
         exercisability as are set forth in this Plan and in the Employee Award
         Agreement. Upon the termination of a Participant's employment, any
         unexercised, unvested or otherwise outstanding Employee Awards shall be
         treated as described herein and in the Employee Award Agreement.

                  (b) Each eligible Employee, as defined in paragraph 4, shall
         receive a grant of an Employee Award, as described in paragraph 6(c)
         hereof, in the amount, and subject to the terms, described in paragraph
         6(d) hereof.

                  (c) The price at which shares of Common Stock may be purchased
         upon the exercise of an Employee Award that is an option shall be the
         Grant Price. The exercise price of Employee Awards that are SARs shall
         be the Grant Price. All Employee Awards granted pursuant to this Plan
         shall be subject to the vesting schedule, forfeiture provisions, terms,
         conditions and limitations set forth in this Plan. The date or dates
         upon which an Employee Award awarded pursuant to this Plan may become
         exercisable shall be determined pursuant to subparagraphs 6(d)(ii),
         6(d)(iii) and 7(b) hereof.

                  (d) The following provisions shall apply to any Employee
         Awards made pursuant to this Plan:

                           (i) Amount and Term. Each eligible Participant on the
                  IPO Pricing Date shall receive an Initial Grant under this
                  Plan for the number of shares of Common Stock indicated on
                  Attachment C as applicable to the Participant. Each Initial
                  Grant shall have a term of 10 years. Subsequent Grants shall
                  be made to those eligible Participants as may be determined by
                  the Committee and in amounts, and subject to such terms and
                  conditions that the Committee shall establish.

                           (ii) Vesting and Exercisability of Employee Award.

                                    A. Employee Awards shall become vested on
                           the first anniversary of the applicable Grant Date,
                           and shall become exercisable (subject to
                           subparagraphs 6(d)(iii) and 7(b) hereof) in one-third
                           (1/3) increments cumulatively on the first, second
                           and third anniversaries of the applicable Grant Date,
                           if the Participant remains in the continuous
                           employment of a Participating Employer until such
                           date.

                                    B. Employee Awards shall be considered
                           vested six months after the applicable Grant Date,
                           and shall become fully exercisable (subject to



                                      -6-
   7



                           subparagraph 6(d)(iii) and 7(b) hereof), if the
                           Participant remains in the continuous employment of a
                           Participating Employer until death, Severance, or
                           Divestiture, and shall remain exercisable until the
                           earlier of (1) the expiration of two years from the
                           death, Severance or Divestiture, or (2) the
                           expiration of the term of the option.

                                    C. If the Participant terminates employment
                           with the Participating Employer by reason of
                           Retirement, then the Employee Award shall be
                           considered vested six months after the applicable
                           Grant date, and shall continue to become exercisable
                           pursuant to subparagraphs 6(d)(ii)(A) and 6(d)(ii)(B)
                           hereof, as if the Participant remained in the
                           continuous employment of the Participating Employer
                           and shall remain exercisable until the expiration of
                           the term of the option.

                                    D. In the event of a Change of Control
                           during the Participant's employment with the
                           Participating Employer, then the Employee Award shall
                           be become immediately vested and fully exercisable,
                           and shall remain exercisable until the expiration of
                           the term of the Option or, if the Participant should
                           die before the expiration of the term of the Option,
                           until the earlier of (i) the expiration of the term
                           of the Option or (ii) two (2) years from the date of
                           the Participant's death.

                                    E. If an Employee Award is not vested as of
                           the date the Participant terminates employment with
                           the Participating Employer, and does not become
                           vested on termination pursuant to subparagraph
                           6(d)(ii)(D), then the Employee Award shall be
                           forfeited upon the Participant's termination of
                           employment with the Participating Employer. If the
                           Participant's employment with a Participating
                           Employer terminates for Cause, then the Employee
                           Award shall be forfeited upon the Participant's
                           termination of employment with the Participating
                           Employer. If the Participant terminates employment
                           with a Participating Employer under circumstances
                           other than pursuant to those listed in subparagraphs
                           6(d)(ii)(B), (C), or (D), and the Participant is not
                           terminated for Cause, then the Employee Award shall
                           remain exercisable, to the extent exercisable as of
                           the date of termination, for a period of ninety days
                           after the date of termination.

                           (iii) Lapse of Employee Award. Employee Award shall
                  cease to be exercisable as to any share when the Participant
                  purchases the share, or when the Employee Award lapses as
                  provided in this subparagraph. A Participant shall have no
                  obligation to exercise an Employee Award granted pursuant to
                  this Plan. Employee Awards shall lapse on the earlier of (A)
                  the tenth anniversary of the Grant Date or (B) the applicable
                  period specified in Section 6(d)(ii). Any Employee Award
                  granted pursuant to this Plan which has not been exercised
                  prior to such lapse date shall be automatically forfeited.



                                      -7-
   8



         7. Election to Exercise.

                  (a) Election. An exercisable Employee Award may be exercised
         (subject to subparagraphs 6(d)(ii), 6(d)(iii), and 7(b) hereof), in
         whole or in part, by timely notice to the Committee, in such form as
         may be designated by the Committee, of exercise, and payment of the
         purchase price, if the Employee Award is an option. Notice of exercise
         shall be effective on the date both the notice and the purchase price
         are received by the Committee. The notice must state the Participant's
         election to exercise the Employee Award, the number of shares with
         respect to which the election to exercise has been made, if applicable,
         the method of payment elected, the exact name or names in which such
         shares will be registered and such other information and in such form
         as may be required by the Committee. In the event of the death of a
         Participant, the Employee Award may be exercised by the Beneficiary of
         the Participant, subject to the provisions hereof.

                  (b) Completion of Necessary Forms. As a condition precedent to
         becoming eligible to exercise any Employee Award, the Participant shall
         be required to complete and execute such forms as may be designated by
         the Committee. Failure to properly complete and execute such forms
         shall result in the lapse of a vested Employee Award pursuant to the
         provisions of subparagraph 6(d)(iii) hereof.

                  (c) Payment. The full purchase price for the shares of Common
         Stock purchased on the exercise of an Employee Award that is an option
         (i.e., the number of shares purchased, multiplied by the price per
         share) may be paid in cash, or, at the request of the Participant, and
         to the extent permitted by applicable law, the Committee may approve,
         in its sole and absolute discretion, tender of shares of Common Stock,
         or cashless exercise through an arrangement with a brokerage firm,
         under which the brokerage firm, on behalf of the Participant, will pay
         for all or a portion of the shares of Common Stock purchased upon the
         exercise of the Employee Award.

                  (d) Minimum Exercise. The minimum number of shares with
         respect to which an Employee Award may be exercised shall be the lesser
         of (i) ten shares or (ii) the number of shares with respect to which
         the Employee Award is currently exercisable.

                  (e) Cash-out of Awards. At the discretion of the Committee, an
         Employee Award may be settled by a cash payment equal to the difference
         between the Fair Market Value per share of Common Stock on the date of
         exercise and the Grant Price of the Employee Award, multiplied by the
         number of shares with respect to which the Employee Award is exercised.

         8. Administration.

                  (a) This Plan shall be administered by the Committee (or the
         Committee's delegate pursuant to paragraph 9 hereof). The Committee
         shall have the power, in its sole and absolute discretion, to contract
         with a third-party administrator to administer this Plan.



                                      -8-
   9



                  (b) Subject to the provisions hereof, the Committee shall have
         full and exclusive power and authority to administer this Plan and to
         take all actions which are specifically contemplated hereby or are
         necessary or appropriate in connection with the administration hereof.
         The Committee shall also have full and exclusive power to interpret
         this Plan, to devise necessary forms and documents, and to adopt such
         rules, regulations and guidelines for carrying out this Plan as it may
         deem necessary or proper, all of which powers shall be exercised in the
         best interests of Conoco and in keeping with the objectives of this
         Plan. The Committee may, in its sole and absolute discretion, amend or
         modify an Employee Award in any manner that is consistent with the
         purpose and objectives of this Plan and is either (i) not adverse to
         the Participant to whom such Employee Award was granted, (ii) required
         to comply with governing law, or (iii) consented to by such
         Participant. The Committee may correct any defect or supply any
         omission or reconcile any error or inconsistency in this Plan or in any
         Employee Award Statement in the manner and to the extent the Committee
         deems necessary or desirable to carry it into effect. Any decision of
         the Committee in the interpretation and administration of this Plan
         shall lie within its sole and absolute discretion and shall be final,
         conclusive and binding on all parties concerned.

                  (c) No member of the Committee, or officer or Employee of
         Conoco to whom the Committee has delegated authority in accordance with
         the provisions of paragraph 9 hereof, shall be liable for anything done
         or omitted to be done by such person, by any member of the Committee,
         or by any officer or Employee of Conoco in connection with the
         performance of any duties under this Plan, except for such person's own
         willful misconduct or as expressly provided by statute.

         9. Delegation of Authority. The Committee may delegate to such
subcommittees, officers, other Employees of Conoco, or qualified third-party
administrators, its duties under this Plan pursuant to such conditions or
limitations as the Committee may establish. The Committee shall have the power
and authority to appoint, remove or replace the members of any such
subcommittee, or any officer, Employee or third-party administrator that has
been delegated responsibilities and authority by the Committee.

         10. Tax Withholding. Upon the exercise of an Employee Award, or any
part thereof, the Participant may incur certain liabilities for taxes and the
Participating Employer may be required by law to withhold such taxes for payment
to taxing authorities. Upon determination by the Participating Employer of the
amount of taxes required to be withheld, including taxes, if any, which may be
required to be withheld prior to exercise with respect to the shares to be
issued pursuant to the exercise of the Employee Award, the Committee shall
establish procedures which allow the Participant (a) to direct the Participating
Employer to withhold from the Common Stock available for exercise the number of
shares necessary to satisfy the withholding obligations, based on the Fair
Market Value of Common Stock on the date of withholding; (b) to deliver
sufficient cash to the Participating Employer to satisfy its withholding
obligations; or (c) some combination thereof. Authorization of the Participant
to the Participating Employer to withhold taxes must be in a form and content
acceptable to the Committee. Failure by the Participant to comply with the
foregoing shall entitle the Committee, in its sole and absolute discretion, to
authorize the sale of a sufficient number of the shares of Common Stock which
the 



                                      -9-
   10



Participant is entitled to receive upon the exercise of the Participant's
Employee Award in order to satisfy such withholding requirements; provided,
however, that neither the Participating Employer nor the Committee shall be
liable for determining the exact amount of such taxes, for selling shares of
Common Stock in excess of that required to satisfy such tax obligation, or for
obtaining the highest sales price for any such shares. The payment or
authorization to withhold taxes by the Participant shall be completed prior to
the delivery of any Common Stock pursuant to this Plan. An authorization to
withhold taxes pursuant to this provision will be irrevocable unless and until
the tax liability of the Participant has been fully paid.

         11. Delivery of Shares. Subject to paragraphs 11 and 16 hereof, and
upon written request of the Participant, the Participating Employer shall cause
certificates for those shares of Common Stock which the Participant is entitled
to receive upon the exercise of an Employee Award to be delivered to
Participant. Notwithstanding the foregoing, no shares of Common Stock shall be
delivered to the Participant upon the exercise of the Employee Award until (a)
the purchase price, including any applicable fees or commissions, has been paid
in full in the manner herein provided; (b) all the applicable taxes required to
be withheld have been paid or withheld in full; and (c) the approval of any
governmental authority required in connection with the Employee Award or the
issuance of shares thereunder has been received by Conoco.

         12. Amendment, Modification, Suspension or Termination. Conoco may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law, except that (a) no amendment or alteration that would adversely affect
the rights of any Participant under any Employee Award previously granted to
such Participant shall be made without the consent of such Participant and (b)
no amendment or alteration shall be effective prior to approval by the
stockholders of Conoco to the extent stockholder approval is required by
applicable legal requirements. Subject to the same conditions listed in the
previous sentence, the Committee may amend the terms of Addendum A and Addendum
B without any action of the Board. Conoco may, in its sole and absolute
discretion, terminate this Plan at any time, provided that such termination
shall not cause any Participant to lose any rights to any vested Employee Award.

         13. Assignability. No Employee Award or any other benefit under this
Plan shall be assignable or otherwise transferable except by will, Beneficiary
designation or the laws of descent and distribution. In the event that a
Beneficiary designation conflicts with an assignment by will, the Beneficiary
designation will prevail. The Committee may prescribe other restrictions on
transfer. Any attempted assignment of an Employee Award or any other benefit
under this Plan in violation of this paragraph 13 shall be null and void.

         14. Adjustments.

                  (a) The existence of outstanding Employee Awards shall not
         affect in any manner the right or power of Conoco or its stockholders
         to make or authorize any or all adjustments, recapitalizations,
         reorganizations or other changes in the capital stock of Conoco or its
         business or any merger or consolidation of Conoco, or any issue of
         bonds, debentures, preferred or prior preference stock (whether or not
         such issue is prior to, on a parity with or junior to the Common Stock)
         or the dissolution or liquidation of Conoco or 



                                      -10-
   11



         a subsidiary, or any sale or transfer of all or any part of its assets
         or business, or any other corporate act or proceeding of any kind,
         whether or not of a character similar to that of the acts or
         proceedings enumerated above.

                  (b) In the event of any subdivision or consolidation of
         outstanding shares of Common Stock, declaration of a dividend payable
         in shares of Common Stock, or other stock split, then (i) the number of
         shares of Common Stock reserved under this Plan, (ii) the number of
         shares of Common Stock covered by outstanding Employee Awards, (iii)
         the exercise or other price in respect of such Employee Awards, and
         (iv) the appropriate Fair Market Value and other price determinations
         for such Employee Awards, shall be proportionately adjusted by the
         Committee as appropriate to reflect such transaction. In the event of
         any other recapitalization or capital reorganization of Conoco, any
         consolidation or merger of Conoco with another corporation or entity,
         the adoption by Conoco of any plan of exchange affecting the Common
         Stock or any distribution to holders of Common Stock of securities or
         property (other than normal cash dividends or dividends payable in
         Common Stock), then (i) the number of shares of Common Stock covered by
         Employee Awards in the form of options on Common Stock, (ii) the
         exercise or other price in respect of such Employee Awards, and (iii)
         the appropriate Fair Market Value and other price determinations for
         such Employee Awards, shall be proportionately adjusted by the
         Committee to reflect such transaction; provided that such adjustments
         shall only be such as are necessary to maintain the proportionate
         interest of the holders of the Employee Awards and preserve, without
         exceeding, the value of such Employee Awards. In the event of a
         corporate merger, consolidation, acquisition of property or stock,
         separation, reorganization or liquidation, the Committee shall be
         authorized to issue or assume Employee Awards by means of substitution
         of new Employee Awards, as appropriate, for previously issued Employee
         Awards or an assumption of previously issued Employee Awards as part of
         such adjustment.

         15. Beneficiary Designation. Beneficiaries shall be designated in such
manner and according to such requirements as may be designated by the Committee.
The designation of a Beneficiary shall be effective on the date received by the
Committee. Upon the death of a Participant, a Beneficiary shall be entitled to
exercise a vested Employee Award pursuant to the provisions of paragraph 6
hereof.

         16. Restrictions. No Common Stock or other form of payment shall be
issued with respect to any Employee Award unless the Participating Employer
shall be satisfied based on the advice of its counsel that such issuance will be
in compliance with applicable laws, rules or regulations. Certificates
evidencing shares of Common Stock certificates delivered under this Plan (to the
extent that such shares are so evidenced) may be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable in order to
satisfy the rules, regulations, agreements or other requirements of the U.S.
Securities and Exchange Commission, or any securities exchange or transaction
reporting system upon which the Common Stock is then listed or to which it is
admitted for quotation, and any applicable securities law. The Committee may
cause a legend or legends to be placed upon such certificates (if any) to make
appropriate reference to such restrictions.



                                      -11-
   12



         17. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
Common Stock or rights thereto under this Plan, any such accounts shall be used
merely as a bookkeeping convenience. Conoco shall not be required to segregate
any assets that may at any time be represented by Common Stock or rights
thereto, nor shall this Plan be construed as providing for such segregation, nor
shall Conoco, the Board or the Committee be deemed to be a trustee of any Common
Stock or rights thereto to be granted under this Plan. Any liability or
obligation of Conoco to any Participant with respect to rights granted under
this Plan shall be based solely upon any contractual obligations that may be
created by this Plan and any Employee Award Statement, and no such liability or
obligation of Conoco shall be deemed to be secured by any pledge or other
encumbrance on any property of Conoco. Neither Conoco, any subsidiary, the Board
nor the Committee shall be required to give any security or bond for the
performance of any obligation that may be created by this Plan.

         18. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware
without regard to any conflicts of law principles that would compel the
application of any other law.

         19. No Right to Employment. Nothing in this Plan or in any Employee
Award issued pursuant to this Plan shall confer upon any Participant any right
to receive another Employee Award or to continue in the employ of the
Participating Employer or affect the Participating Employer's right, subject to
applicable law, to terminate the employment of any Participant at any time, with
or without cause.

         20. Effectiveness. The Plan was established effective October 16, 1998
and approved by the stockholders of Conoco on October 19, 1998. The Plan, as
approved by the Board for amendment and restatement as set forth herein, shall
be effective as set forth herein as of the effective time of the Merger (October
8, 2001).




                                      -12-
   13




                                 ATTACHMENT "A"
                                       TO
                                   CONOCO INC.
                      1998 GLOBAL PERFORMANCE SHARING PLAN


PARTICIPATING COUNTRIES ----------------------- Australia Mexico Austria Netherlands Belgium Nigeria Canada Norway Colombia Poland Czech Republic Russia Denmark Singapore Dubai Slovakia Finland Spain Germany Sweden Hungary Thailand India Turkey Indonesia United Kingdom Japan United States Malaysia Venezuela Total No. of Countries: 30 --------------------------
Attachment A-1 14 ATTACHMENT "B" TO CONOCO INC. 1998 GLOBAL PERFORMANCE SHARING PLAN PARTICIPATING EMPLOYERS (as of the Grant Date for the Initial Grant) CONOCO INC., A DELAWARE CORPORATION, AND EACH OF THE FOLLOWING: SARs -------------------------------------------------------------------------------- Conoco Czech Republic s.r.o. Conoco Danmark A/S Conoco Middle East Limited Conoco Finland OY Conoco Hungary Kft. Conoco Asia Ltd. Conoco Indonesia Inc. Conoco Asia Pacific Sdn Bhd Projet Malaysia Sdn Bhd Conoco Jet Malaysia SDN BHD DuPont Services BV Conoco Energy Nigeria Ltd. Norske Conoco AS Conoco Norge AS Conoco Poland Sp. z.o.o. Conoco International Petroleum Co. (CIPC) Conoco Slovakia s.r.o. Conoco Nordic AB Conoco Thailand Ltd. Attachment B-1 15 Stock Options -------------------------------------------------------------------------------- Conoco Operations (Qld) Pty Ltd. Conoco Austria Mineraloel GMBH Societe Eurapeene Des Carburants (SECA) Conoco Canada Ltd. Conoco Colombia Ltd. Conoco Mineraloel GMBH Conoco Petcoke Far East Ltd. Conoco Mexico Servicios, S.A. de C.V. Conoco International Inc. Conoco Shipping Company (Spain) Conoco EurAsia Inc. Conoco Limited Conoco (UK) Ltd. Conoco Inc (Parent Company) Conoco Pipeline Ltd. Enertech N.V. Louisiana Gas Systems Inc. Kayo Conoco Venezuela Ltd. Attachment C-1 16 ATTACHMENT "C" TO CONOCO INC. 1998 GLOBAL PERFORMANCE SHARING PLAN For All Participating Countries Amount subject to Employee Award for Initial Grants is one hundred fifty (150) shares of Common Stock Attachment C-0 17 ATTACHMENT "D" 1. "CHANGE IN CONTROL" The following definitions apply to the Change of Control provision in Section 6(d)(ii)(D) of the foregoing Plan. "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on October 1, 2000. "Associate" shall mean, with reference to any Person, (a) any corporation, firm, partnership, association, unincorporated organization or other entity (other than the Company or a subsidiary of the Company) of which such Person is an officer or general partner (or officer or general partner of a general partner) or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities, (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person. "Beneficial Owner" shall mean, with reference to any securities, any Person if: (a) such Person or any of such Person's Affiliates and Associates, directly or indirectly, is the "beneficial owner" of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect on October 1, 2000) such securities or otherwise has the right to vote or dispose of such securities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," any security under this subsection (a) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (i) arises solely from a revocable proxy or consent given in response to a public (i.e., not including a solicitation exempted by Rule 14a-2(b)(2) of the General Rules and Regulations under the Exchange Act) proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act and (ii) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); (b) such Person or any of such Person's Affiliates and Associates, directly or indirectly, has the right or obligation to acquire such securities (whether such right or obligation is exercisable or effective immediately or only after the passage of time or the occurrence of an event) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, other rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to "beneficially own," (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange or (ii) securities issuable upon exercise of Exempt Rights; or Attachment D-1 18 (c) such Person or any of such Person's Affiliates or Associates (i) has any agreement, arrangement or understanding (whether or not in writing) with any other Person (or any Affiliate or Associate thereof) that beneficially owns such securities for the purpose of acquiring, holding, voting (except as set forth in the proviso to subsection (a) of this definition) or disposing of such securities or (ii) is a member of a group (as that term is used in Rule 13d-5(b) of the General Rules and Regulations under the Exchange Act) that includes any other Person that beneficially owns such securities; provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the Beneficial Owner of, or to "beneficially own," any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition. For purposes hereof, "voting" a security shall include voting, granting a proxy, consenting or making a request or demand relating to corporate action (including, without limitation, a demand for a stockholder list, to call a stockholder meeting or to inspect corporate books and records) or otherwise giving an authorization (within the meaning of Section 14(a) of the Exchange Act) in respect of such security. The terms "beneficially own" and "beneficially owning" shall have meanings that are correlative to this definition of the term "Beneficial Owner." "Change of Control" shall mean any of the following occurring on or after October 19, 2000: (a) any Person (other than an Exempt Person) shall become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding; provided, however, that no Change of Control shall be deemed to occur for purposes of this subsection (a) if such Person shall become a Beneficial Owner of 20% or more of the shares of Common Stock or 20% or more of the combined voting power of the Voting Stock of the Company solely as a result of (i) an Exempt Transaction or (ii) an acquisition by a Person pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this definition are satisfied; (b) individuals who, as of October 19, 2000, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to October 1, 2000 whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; provided, further, that there shall be excluded, for this purpose, any such individual whose initial assumption of office occurs as a result of any actual or threatened election contest that is subject to the provisions of Rule 14a-11 of the General Rules and Regulations under the Exchange Act; Attachment D-2 19 (c) the shareholders of the Company shall approve a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (i) more than 70% of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding Voting Stock of such corporation beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the outstanding Common Stock, (ii) no Person (excluding any Exempt Person or any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding Voting Stock of such corporation and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement or initial action by the Board providing for such reorganization, merger or consolidation; or (d) the shareholders of the Company shall approve (i) a complete liquidation or dissolution of the Company unless such liquidation or dissolution is approved as part of a plan of liquidation and dissolution involving a sale or disposition of all or substantially all of the assets of the Company to a corporation with respect to which, following such sale or other disposition, all of the requirements of clauses (ii)(A), (B) and (C) of this subsection (d) are satisfied, or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which, following such sale or other disposition, (A) more than 70% of the then outstanding shares of common stock of such corporation and the combined voting power of the Voting Stock of such corporation is then beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Common Stock, (B) no Person (excluding any Exempt Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding Voting Stock of such corporation and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or initial action of the Board providing for such sale or other disposition of assets of the Company. Attachment D-3 20 "Common Stock" shall have the meaning set forth in the foregoing Plan. "Company" shall mean Conoco Inc., formerly Conoco Energy Company, a Delaware corporation. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Exempt Person" shall mean any of the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, and any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan. "Exempt Rights" shall mean any rights to purchase shares of Common Stock or other Voting Stock of the Company if at the time of the issuance thereof such rights are not separable from such Common Stock or other Voting Stock (i.e., are not transferable otherwise than in connection with a transfer of the underlying Common Stock or other Voting Stock), except upon the occurrence of a contingency, whether such rights exist as of October 1, 2000 or are thereafter issued by the Company as a dividend on shares of Common Stock or other Voting Securities or otherwise. "Exempt Transaction" shall mean an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person. "Person" shall mean any individual, firm, corporation, partnership, association, trust, unincorporated organization or other entity. "Voting Stock" shall mean, with respect to a corporation, all securities of such corporation of any class or series that are entitled to vote generally in the election of directors of such corporation (excluding any class or series that would be entitled so to vote by reason of the occurrence of any contingency, so long as such contingency has not occurred). Attachment D-4 21 ADDENDUM "A" TO CONOCO INC. 1998 GLOBAL PERFORMANCE SHARING PLAN The following are provisions, in addition to those provisions in the Plan, which are applicable to Employees in the respective Participating Countries listed below. As used herein, capitalized terms shall have the respective meanings ascribed to such terms in the Plan. 1. AUSTRIA. This Plan is revocable at any time and is a freely offered benefit by the Participating Employer and is not subject to any legal claim as to termination indemnities or severance payments. 2. CANADA. There are no additional rights accruing to an eligible Employee as a result of this Plan and the Participating Employees right to terminate an eligible Employee is not deemed to have been prejudiced as a result of the offering and/or implementation of the Plan. 3. GERMANY. This Plan is revocable at any time and is a freely offered benefit by the Participating Employer and is not subject to any legal claim as to termination indemnities or severance payments. 4. MEXICO. This Plan may be used to offset and/or compensate any future performance or profit sharing plans to be established by applicable law or by collective agreement. Addendum A-1 22 ADDENDUM "B" TO CONOCO INC. 1998 GLOBAL PERFORMANCE SHARING PLAN CONOCO INC. 1998 UK STOCK OPTION SCHEME 1. DEFINITIONS AND INTERPRETATION (1) Unless the context otherwise requires, all expressions defined in the US Plan shall have the same meaning in the UK Scheme, save that: "Fair Market Value" has the meaning set forth in sub-rule 5(3); "Option" includes an Approved Stock Option as defined in sub-rule 1(2). (2) In addition, the following expressions shall have the following meanings in the UK Scheme unless the context otherwise requires: "Approved Stock Option" means an Option granted in accordance with the UK Scheme; "Company" means Conoco Inc.; "Grant Date" in relation to an option means the date on which the option was granted; "the Inland Revenue" means the United Kingdom's Commissioners of Inland Revenue; "Participating Company" means the Company or a Subsidiary of the Company; "Schedule 9" means Schedule 9 to the Taxes Act; "Subsidiary" shall mean a body corporate, whether now or hereafter existing, which is: (a) a subsidiary of the Company within the meaning of Section 736 of the United Kingdom Companies Act 1985; and is (b) under the control of the Company within the meaning of Section 840 of the Taxes Act. Addendum B-1 23 "the Taxes Act" means the United Kingdom's Income and Corporation Taxes Act 1988; "the Terms and Conditions" mean terms and conditions specified in the Conoco Inc. 1998 Global Performance Sharing Plan Employee Award Agreement; "the UK Scheme" means the Conoco Inc. 1998 UK Stock Option Scheme as herein set out but subject to any alterations or additions made under Rule 8 below; and "the US Plan" means the 1998 Conoco Inc. Global Performance Sharing Plan. (3) Expressions not otherwise defined herein have the same meaning as they have in Schedule 9. (4) Any reference herein to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted. 2. APPLICABILITY OF THE US PLAN AND THE TERMS AND CONDITIONS Save as hereinafter specified, all the term and provisions of the US Plan and the Terms and Conditions shall apply mutatis mutandis to the grant of Approved Stock Options under the UK Scheme. 3. ELIGIBILITY (1) Subject to sub-rule (3) below, a person is eligible to be granted an Approved Stock Option if (and only if) he is a full-time director or qualifying employee of a Participating Company. (2) For the purposes of sub-rule (1) above: (a) a person shall be treated as a full-time director of a Participating Company if he is obliged to devote to the performance of the duties of his or her office or employment with that and any other Participating Company not less than 25 hours a week (excluding meal breaks); (b) a qualifying employee, in relation to a Participating Company, is an employee of the Participating Company (other than one who is a director of a Participating Company). (3) A person is not eligible to be granted an Option under the UK Scheme at any time when he is not eligible to participate in the UK Scheme by virtue of paragraph 8 of Schedule 9. Addendum B-2 24 4. GRANT OF OPTIONS (1) Notwithstanding Paragraph 6(b) of the US Plan, the Approved Stock Options to be issued as part of the Initial Grant shall only be granted by action of the Board or such other persons as are authorized by the Board on the IPO Pricing Date. Subject to sub-rule (3) below, the Committee may grant to any person who is eligible to be granted an Option under the UK Scheme an Approved Stock Option to acquire Shares which satisfy the requirements of paragraphs 10 to 14 of Schedule 9, upon the terms set out in the UK Scheme and upon such other objective terms as the Committee may reasonably specify. (2) The grant of an Approved Stock Option shall be subject to obtaining any approval or consent which may be required under the provisions of any regulation or enactment. (3) No person shall be granted Approved Stock Options under the UK Scheme which would, at the time they are granted, cause the aggregate market value of the Shares which he may acquire in pursuance of options granted to him under the UK Scheme or under any other share option scheme, not being a savings-related share option scheme, approved under Schedule 9 and established by the Company or by any associated company of the Company (and not exercised) to exceed or further exceed 30,000. Any Stock Options granted in excess of this amount shall be granted under the US Plan. (4) For the purposes of sub-rule (3) above: (a) in the case of an Option granted under the UK Scheme the aggregate market value of shares shall be calculated as on the day by reference to which the price at which Shares may be acquired by the exercise thereof is determined as mentioned in Rule 5(2) below; (b) in the case of an Option granted under any other approved scheme, as at the time when it was granted or, in a case where an agreement relating to the shares has been made under paragraph 29 of Schedule 9, such earlier time or times as may be provided in the agreement; and (c) in the case of any other Option, the aggregate fair market value of shares shall be calculated as on the day or days by reference to which the price at which shares may be acquired by the exercise hereof was determined. (5) Unless otherwise agreed with the Inland Revenue, the United States dollar exchange rate for pounds sterling for the purposes of calculating the limit in sub-rule (3) above shall be the noon buying rate in the City of London on the day by Addendum B-3 25 reference to which the price at which Shares may be acquired on the exercise of the Option is determined as mentioned in Rule 5(2) below. 5. EXERCISE PRICE AND CONSIDERATION (1) Shares shall be issued to the Participant pursuant to the exercise of an Option only upon receipt by the Company from the Participant of payment in full in cash. The Committee may, in its sole and absolute discretion, permit the exercise of an Approved Stock Option by cashless exercise through an arrangement with a brokerage firm, under which the brokerage firm, on behalf of the participant, pays for all or a portion of the Shares of Common Stock purchased upon the exercise of the Approved Stock Option. (2) The price per Share under each Approved Stock Option granted by the Committee shall be such price as is determined by the Committee before the grant thereof, provided that it shall not be less than 100% of the Fair Market Value per Share on the Option Grant Date (or such other dealing day as may be agreed with the Inland Revenue). (3) Save where the price per Share to the public of the Common Stock in the IPO is agreed by Shares Valuation Division of the Inland Revenue as not being less than the market value of a Share for the purposes of the UK Scheme the Fair Market Value per Share on any day shall be determined as follows: (a) if shares of the same class as the Shares are quoted on the New York Stock Exchange, the Fair Market Value per Share shall be the closing price per Share in the New York Stock Exchange on the consolidated transaction reporting system on that day (and if there shall be no sale of Shares reported on such date, the Fair Market Value shall be deemed equal to the closing price per Share on the consolidated transaction reporting system for the last preceding date on which sales of Shares were reported); (b) If paragraph (a) above does not apply, the Fair Market Value shall be equal to the market value (within the meaning of Part VIII of the United Kingdom's Capital Gains Tax Act 1992) of Shares, as agreed for the purposes of the UK Scheme with the Shares Valuation Division of the Inland Revenue, on that day. 6. EXERCISE OF OPTIONS (1) A person is not eligible to exercise an Approved Stock Option granted under the UK Scheme at any time when he is not eligible to participate in the UK Scheme by virtue of paragraph 8 of Schedule 9. Addendum B-4 26 (2) Paragraphs 6 and 7 of the US Plan and Section 6 and, subject to Rule 5(1) above, Section 7 of the Terms and Conditions shall apply in respect of Approved Stock Options granted under the UK Scheme. (3) An Approved Stock Option granted under the UK Scheme may not in any circumstances be exercised later than twelve (12) months after the death of the Participant. 7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER (1) Paragraph 14 of the US Plan shall apply to Approved Stock Options granted under the UK Scheme in respect of a variation of capital of the Company only, save that no adjustment under Paragraph 14 shall be made to an Approved Stock Option at a time when the UK Scheme is approved by the Inland Revenue under Schedule 9 without the prior approval of the Inland Revenue. (2) If any company ("the acquiring company") obtains control of the Company as a result of making: (a) a general offer to acquire the whole of the Common Stock of the Company which is made on a condition such that if it is satisfied the person making the offer will have control of the Company, or (b) a general offer to acquire all the shares in the Company which are of the same class as the Shares which may be acquired by the exercise of Options granted under the UK Scheme, any Participant may at any time within the appropriate period (which expression shall be construed in accordance with paragraph 15(2) of Schedule 9), by agreement with the acquiring company, release any Option granted under the UK Scheme which has not lapsed ("the old option") in consideration of the grant to him of an option ("the new option") which (for the purposes of that paragraph) is equivalent to the old option but relates to shares in a different company (whether the acquiring company itself or some other company falling within paragraph 10(b) or (c) of Schedule 9). (3) The new option shall not be regarded for the purposes of sub-rule (2) above as equivalent to the old option unless the conditions set out in paragraph 15(3) of Schedule 9 are satisfied, but so that the provisions of the UK Scheme shall for this purpose be construed as if: (a) the new option was an option granted under the UK Scheme at the same time as the old option; Addendum B-5 27 (b) except for the purposes of the definitions of "Participating Company" and "Subsidiary" in Rule 1 above and the references to "the Committee" in Rule 4(1) above, the reference to Conoco Inc. in the definition of Conoco in Paragraph 3 of the US Plan was a reference to the different company mentioned in sub-rule (2) above. 8. AMENDMENT AND TERMINATION OF THE UK SCHEME (1) The provisions of Paragraph 6 and Paragraph 12 of the US Plan apply mutatis mutandis to the UK Scheme, save that if an amendment is made to the UK Scheme or to the terms of an Approved Stock Option at a time when the UK Scheme is approved by the Inland Revenue under Schedule 9, the approval will not thereafter have effect unless the Inland Revenue have approved the alteration or addition. (2) As soon as reasonably practicable after making any amendment to the UK Scheme under sub-rule (1) above, the Committee shall give notice in writing thereof to any Participant affected thereby and, if the UK Scheme is then approved by the Inland Revenue under Schedule 9, to the Inland Revenue. (3) In accordance with the Committee's powers under Paragraph 9 of the US Plan, the Committee shall if it deems necessary delegate authority to any one or more of the officers of the Company to be responsible for the administration of the UK Scheme. (4) The Committee or officer(s) of the Company to whom authority has been delegated may amend or alter the UK Scheme either as it is considered necessary (or as may be consequential upon such necessary amendments) to enable the UK Scheme to obtain or maintain the approval of the Inland Revenue under Schedule 9 or take account of any applicable legislation. 9. MISCELLANEOUS (1) Options granted under the UK Scheme shall not be transferable or assignable other than by will or by the laws of decent and distribution and Paragraph 13 of the US Plan shall only apply to Options granted under the UK Scheme in this respect. (2) Within thirty days after an Option has been exercised by any person, the Committee on behalf of the Company shall allot to him or, as appropriate, procure the transfer to him of the number of Shares in respect of which the Option has been exercised. (3) All Shares allotted under the UK Scheme shall rank pari passu in all respects with the Shares of the same class for the time being in issue save as regards any rights Addendum B-6 28 attaching to such shares by reference to a record date prior to the date of the allotment. (4) Sections 9 to 17 of the Terms and Conditions shall apply in respect of Approved Stock Options to the extent permitted under the UK Scheme. (5) Paragraph 7(e) of the US Plan and the final sub-paragraph of Section 6 of the Terms and Conditions shall not apply to Approved Stock Options. (6) For the avoidance of doubt references to Stock Appreciation Rights in the US Plan and the Terms and Conditions shall be disregarded for the purposes of the UK Scheme. Addendum B-7