DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(AS AMENDED EFFECTIVE AS OF MAY 12, 1999)
PURPOSES OF PLAN AND DEFINITIONS
1.1 Purpose. Pursuant to the 1998 Stock and Performance Incentive Plan, Conoco Inc., a Delaware
corporation, established the Conoco Inc. Deferred Compensation Plan for Non-Employee Directors (the "Plan")
for the purpose of providing non-employee directors of the Company the opportunity to defer a portion of their
compensation and to provide greater incentives for those Directors to attain and maintain the highest standards of
performance, to attract and retain Directors of outstanding competence and ability, to stimulate the active interest
of such persons in the development and financial success of the Company, to further the identity of interests of
such Directors with those of the Company's stockholders generally, and to reward such Directors for outstanding
performance. The Plan has been amended effective May 12, 1999.
"Applicable Annual Rate" will initially be 7.14% and will be adjusted as of January 1 of each year to that rate
which is equal to 120% of the applicable federal long-term rate for the month of January of such year as
published by the Internal Revenue Service pursuant to
Section 1274(d) of the Code.
"Award" means any incentive award made to a Participant under the Plan or any other Plan of the Company.
"Beneficiary" means the person(s) or entity(ies) designated by the Participant, as provided in Section 4.5, to
receive any payments otherwise due the Participant under this Plan in the event of the Participant's death.
"Board of Directors" or "Board" means the Board of Directors of the Company.
"Cash Compensation" means all of the cash compensation payable to a Participant, including annual, meeting and
"Change in Control" means a Change in Control as defined in the Conoco Inc. Key Employee Severance Plan, as
amended from time to time.
"Class A Common Stock" means