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Published: 2008-03-26

Directors' Charitable Gift Plan - Conoco Inc.



                                   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 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
         Plan.

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


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          same proportion as the total donation amount has been allocated among
          the Organizations by the Director.

6.       VESTING

         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.

9.       ADMINISTRATION

         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


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