KEY EMPLOYEE SEVERANCE PLAN
(AS AMENDED AND RESTATED EFFECTIVE OCTOBER 8, 2001)
Effective October 19, 2000, the Company amended and restated the Conoco Inc. Key Employee Severance
Plan (the "Plan") for the benefit of certain employees of the Company and its subsidiaries. On July 17, 2001, the
Board of Directors of the Company adopted a resolution amending the Plan to increase from 20 to 25 the
number of employees that can be designated as Tier 2 Employees under the Plan by the Chief Executive Officer
of the Company. On October 8, 2001, via merger, the Company reclassified its Class A Common Stock and
Class B Common Stock into a single class of new common stock. In connection with such reclassification, the
Board of Directors of the Company generally authorized the officers of the Company to undertake actions
appropriate to effectuate the reclassification. Pursuant to such authority, the Company hereby amends and
restates the Plan, effective October 8, 2001, to reflect the events described above.
All capitalized terms used herein are defined in Section 1 hereof. This Plan is intended to be a plan maintained
primarily for the purpose of providing deferred compensation 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" has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act, as in effect on October 19, 2000.
1.2 "Associate" means, 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