KEY EMPLOYEE TEMPORARY SEVERANCE PLAN
The Company hereby adopts the Conoco Inc. Key Employee Temporary Severance Plan for the benefit of
certain employees of the Company and its subsidiaries, on the terms and conditions hereinafter stated. All
capitalized terms used herein are defined in Section 1 hereof. This Plan is intended to be a welfare plan
maintained primarily for a select group of management or highly compensated employees, within the meaning of
Title I of the Employee Retirement Income Security Act of 1974, as amended and shall be interpreted in a
manner consistent with such intention.
SECTION 1. DEFINITIONS. As hereinafter used:
1.1 "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 August 17, 1999.
1.2 "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.
1.3 "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 August 17, 1999) such securities or otherwise has the right to vote or dispose of such securities,
including pursuant to any agreement, arrangement or