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
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.
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
In order to be eligible to a receive a donation, an Organization must
initially, and at the time a donation is to be made in whole or in
part, qualify to receive tax-deductible donations under the Internal
Revenue Code and be reviewed and approved by the Company. An
Organization will be approved by the Company unless it determines, in
the exercise of good faith judgment, that a donation to the
Organization would be detrimental to the best interests of the Company.
Private foundations are not eligible to receive donations under the
5. AMOUNT AND TIMING OF DONATION
Each Director may recommend one Organization to receive a Company
donation of $1,000,000, or two or more Organizations to receive
donations aggregating $1,000,000. Each Organization must be recommended
to receive a donation of at least $100,000. The donation will be made
by the Company 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. If a Director recommends more than one
Organization to receive a donation, each will receive a prorated
portion of each annual installment. Each annual installment payment
will be divided among the Organizations in the
same proportion as the total donation amount has been allocated among
the Organizations by the Director.
Each Director will be fully vested in the Plan upon completion of one
year of service as a Director.
The Board has authority not to make a donation if it determines that a
Former Director has willfully engaged in activity which is harmful to
the Company's interest.
7. FUNDING AND PLAN ASSETS
The Company may fund the Plan, or it may choose not to fund the Plan.
If the Company elects to fund the Plan in any manner, neither the
Directors nor their recommended Organization(s) shall have any rights
or interests in any assets of the Company identified for such purpose.
Nothing contained in the Plan shall create, or be deemed to create, a
trust, actual or constructive, for the benefit of a Director or any
organization recommended by a Director to receive a donation, or shall
give, or be deemed to give, any Director or recommended Organization
any interest in any assets of the Plan or the Company. If the Company
elects to fund the Plan through life insurance policies, a
participating Director agrees to cooperate and fulfill the enrollment
requirements necessary to obtain insurance on his or her life.
8. AMENDMENT OR TERMINATION
The Board of Directors may amend, suspend, or terminate this Plan at
any time without the consent of the Directors or former Directors
participating in the Plan.
Except as otherwise specifically provided, the Plan shall be
administered by the Company. The Company's determination with respect
to any questions arising as to interpretation of the Plan shall be
final, conclusive, and binding on all interested parties.
Amended by Board Resolution
August 17, 1999