1998 KEY EMPLOYEE STOCK PERFORMANCE PLAN
(AS AMENDED EFFECTIVE AS OF MAY 12, 1999)
1. Plan. This 1998 Key Employee Stock Performance Plan of Conoco Inc. (the "Plan") was adopted by Conoco
Inc. (the "Company") to reward certain employees of the Company by enabling them to acquire shares of
common stock of the Company or receive payments determined by reference to such common stock, and the
Plan has been amended effective May 12, 1999.
2. Objectives. The purpose of this 1998 Stock Performance Plan of Conoco Inc. is to further the interests of the
Company, its Subsidiaries and its shareholders by providing incentives in the form of awards to employees and to
provide for issuance of awards in connection with the "Option Program" under which certain existing DuPont
awards will be canceled at the election of the holder. Such awards will give Participants in the Plan an interest in
the Company parallel to that of the shareholders, thus enhancing the proprietary and personal interest of such
Participants in the Company's continued success and progress.
3. Definitions. As used herein, the terms set forth below shall have the following respective meanings:
"Authorized Officer" means the Chairman of the Board or the Chief Executive Officer of the Company (or any
other senior officer of the Company to whom either of them shall delegate the authority to execute any Award
Agreement, where applicable).
"Award" means any Option or SAR granted to a Participant pursuant to such applicable terms, conditions and
limitations as the Committee may establish in order to fulfill the objectives of the Plan
"Award Agreement" means a written agreement setting forth the terms, conditions and limitations applicable to an
"Board" means the Board of Directors of the Company.
"Class A Common Stock" means the Class A Common Stock, par value $.01 per share, of the Company.
"Class B Common Stock" means the Class B Common Stock, par value $.01 per share, of the Company.