<PAGE>   1


                                                                    EXHIBIT 4.8


                                   CONOCO INC.
                      2001 GLOBAL PERFORMANCE SHARING PLAN

               (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 8, 2001)


                                    RECITALS

                  Conoco Inc. ("Conoco") established the Conoco Inc. 2001 Global
Performance Sharing Plan (the "Plan") effective February 23, 2001. Paragraph 5
specifies that awards may be granted under the Plan with respect to Conoco Class
B Common Stock. Paragraph 12 reserves to Conoco and the Committee the right to
amend the Plan. Paragraph 14 provides that Employee Awards may be assumed by
means of substitution of new Employee Awards in the event of certain corporate
transactions, including a reorganization.

                  Conoco intends to reclassify its Class A Common Stock and
Class B Common Stock into a single class of new common stock ("Common Stock") by
merging Conoco Delaware I, Inc., a wholly owned subsidiary of the Conoco
("Merger Sub"), with and into Conoco (the "Merger"), pursuant to an Agreement
and Plan of Merger, dated as of July 17, 2001, between the Company and Merger
Sub. In connection with the Merger and pursuant to their authority under
Paragraph 12, the Board has authorized this amendment and restatement of the
Plan to provide for the issuance of awards with respect to the new class of
Common Stock, such amendment and restatement to become effective upon the
effective time of the Merger (October 8, 2001). In addition, in connection with
the Merger and effective upon the effective time thereof, pursuant to Paragraph
14, a new Employee Award will be substituted for each previously issued
outstanding Employee Award. The new Employee Award will apply to a number of
shares of Common Stock equal to the total number of shares of Class B Common
Stock for which the previously issued outstanding Employee Award has not been
exercised, and shall provide for the same exercise price and the same other
terms and conditions as those applicable under the previously issued outstanding
Employee Award. In respect of Approved Stock Options granted under Addendum B
prior to the date of Merger, shares of Common Stock will be issued in lieu of
Class B Common Stock on exercise of the option and, for the avoidance of doubt,
a new Employee Award will not be substituted.

                  Now, therefore, Conoco hereby amends and restates the Plan,
effective as set forth in paragraph 20 hereof, to read as follows:

         1. Plan. The Plan was adopted by Conoco to provide certain employees of
Conoco with an option to purchase shares of common stock of Conoco.

         2. Purpose. The Plan is a broad-based, nonqualified stock option plan
designed to provide additional financial incentives for certain employees of
Conoco; to encourage a sense of proprietorship in such employees; to retain such
employees; and to stimulate the active interest of such employees in the
development and financial success of Conoco and its subsidiaries. These
objectives are accomplished by granting employees options to purchase Common
Stock and



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<PAGE>   2



thereby providing the grantees with a proprietary interest in the growth and
performance of Conoco and its subsidiaries.

         3. Definitions and Construction. The provisions of this Plan are entire
and complete, except as may otherwise be set forth in any addendum attached
hereto and incorporated herein, intended to address particular legal, tax,
securities, or administrative requirements or restrictions in designated
Participating Countries. In any necessary construction of a provision of this
Plan, the masculine gender may include the feminine and or neuter, and the
singular may include the plural, and vice versa. This Plan should be construed
in a manner consistent with the intent of Conoco to establish a nonqualified
stock option plan subject to fixed accounting treatment. As used herein,
capitalized terms shall have the following respective meanings:

                  Applicable Exchange Rate means such exchange rate as from time
         to time determined by the Committee or its delegate in its discretion.

                  Beneficiary means the individual or trust defined by or
         designated as the Participant's Beneficiary in accordance with
         paragraph 15 hereof. If no Beneficiary is designated, then the
         Beneficiary shall be determined as prescribed by governing law.

                  Board means the Board of Directors of Conoco.

                  Code means the U.S. Internal Revenue Code of 1986, as amended
         from time to time.

                  Committee means the Compensation Committee of the Board or
         such other committee of the Board as is designated by the Board to
         administer the Plan.

                  Common Stock means the Common Stock, par value $.01 per share,
         of Conoco.

                  Conoco means Conoco Inc. or any successors thereto.

                  Employee means any employee of a Participating Employer who is
         classified as a regular, full- or part-time employee, including such
         individuals who are regular, full- or part-time employees but who are
         on an approved paid leave of absence. Employee does not mean any
         individual who is not classified by a Participating Employer as a
         regular, full- or part-time employee, including temporary employees
         (whether full- or part-time), an employee on unpaid or unapproved leave
         of absence, casual workers and contract workers. Employees whose
         employment is the subject of collective bargaining shall not be
         considered Employees eligible to participate unless the terms of such
         bargaining agreement specifically provide for grants hereunder.
         Notwithstanding the foregoing, an individual who is not an "Employee"
         under this definition may nonetheless receive an Employee Award under
         this Plan if the Committee determines that governing law requires the
         individual to receive an Employee Award.



                                      -2-
<PAGE>   3



                  Employee Award means the right to purchase a specified number
         of shares of Common Stock at a specified price pursuant to such
         applicable terms, conditions and limitations as the Committee may
         establish in order to fulfill the objectives of this Plan which is
         granted by a Participating Employer to an Employee. All awards granted
         herein are nonqualified stock options except that an equivalent number
         of SARs shall be granted to Employees when applicable law makes the
         grant of options impractical, as determined by the Committee in its
         sole discretion.

                  Employee Award Agreement means a written statement setting
         forth the terms, conditions and limitations applicable to an Employee
         Award, including the number of shares granted, the Grant Price, the
         Grant Date, the length of any applicable vesting period, the dates when
         Participants will first be able to exercise an Employee Award, the
         conditions upon which an Employee Award must be forfeited or
         surrendered, the permissible exercise methods and an explanation of the
         treatment of an unexercised Employee Award at the expiration of the
         exercise period. This notice shall be communicated to Participants
         within a reasonable time following the determination of the Employee
         Awards by the Committee.

                  Fair Market Value of a share of Common Stock means, as of a
         particular date, the mean between the highest and lowest sales price
         per share of Common Stock on the consolidated transaction reporting
         system for the principal national securities exchange on which shares
         of Common Stock are listed on that date, or, if there shall have been
         no such sale so reported on that date, on the next succeeding date on
         which such a sale was so reported, or, at the discretion of the
         Committee, the price prevailing on the exchange at the time of
         exercise.

                  Grant means any Employee Award granted under the Plan on a
         Grant Date.

                  Grant Date means the particular date or dates, as established
         by the Committee, on which an Employee is granted an Employee Award
         under the terms of this Plan.

                  Grant Price means the Fair Market Value of Common Stock on the
         Grant Date.

                  Participant means an individual to whom an Employee Award has
         been granted, and for whom such Employee Award remains outstanding,
         unforfeited, and unexercised under this Plan.

                  Participating Country means any country, as determined by the
         Committee in its sole and absolute discretion and as set forth in
         Attachment "A," as attached hereto, and as may be amended from time to
         time.

                  Participating Employer means Conoco, or any subsidiary or
         affiliate of Conoco, as determined by the Committee in its sole and
         absolute discretion, and as set forth in Attachment "B," as attached
         hereto, and as may be amended from time to time.




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<PAGE>   4




                  Plan means the Conoco Inc. 2001 Global Performance Sharing
         Plan, as set forth in this document, and as it may be amended from time
         to time.

                  Stock Appreciation Right or SAR means a right to receive a
         payment, in cash or in Common Stock, equal to the excess of the Fair
         Market Value of a specified number of shares of Common Stock on the
         date the right is exercised over the Fair Market Value of the specified
         number of shares of Common Stock on the date the SAR was granted.

                  Trading Day means a day on which Common Stock is available for
         purchase or sale on the New York Stock Exchange.

         4. Eligibility. Employees eligible for a Grant are those Employees of a
Participating Employer in a Participating Country on the Grant Date.
Notwithstanding the foregoing, a Participating Employer may elect to exclude
specified groups of Employees from participation in the Grant.

         5. Common Stock Available for Employee Awards. Subject to the
provisions of paragraph 6 hereof, the Board has approved the granting of up to
1,500,000 shares of Common Stock under this Plan, which number of shares of
Common Stock may be modified from time to time by resolution of the Board. The
number of shares of Common Stock that are the subject of Employee Awards under
this Plan that are forfeited or terminated, that expire unexercised, or that are
settled in a manner such that all or some of the shares covered by an Employee
Award are not issued to a Participant, shall not be available for Employee
Awards hereunder. The Committee may from time to time adopt and observe such
procedures concerning the counting of shares against the Plan maximum as it may
deem appropriate. The Board and the appropriate officers of Conoco shall from
time to time take whatever actions are necessary to file any required documents
with governmental authorities, stock exchanges and transaction reporting systems
to ensure that shares of Common Stock are available for issuance pursuant to
Employee Awards.

         6. Employee Awards.

                  (a) Each Employee Award shall be described in an Employee
         Award Agreement, and shall be subject to the vesting schedule,
         forfeiture provisions, terms, conditions and limitations described
         herein and in the Employee Award Agreement. An Employee Award shall be
         subject to limitations on exercisability as are set forth in this Plan
         and in the Employee Award Agreement. Upon the termination of a
         Participant's employment, any unexercised, unvested or otherwise
         outstanding Employee Awards shall be treated as described herein and in
         the Employee Award Agreement.

                  (b) Each eligible Employee, as defined in paragraph 4, shall
         receive a grant of an Employee Award, as described in paragraph 6(c)
         hereof, in the amount, and subject to the terms, described in paragraph
         6(d) hereof.

                  (c) The price at which shares of Common Stock may be purchased
         upon the exercise of an Employee Award that is an option shall be the
         Grant Price. The exercise



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<PAGE>   5



         price of Employee Awards that are SARs shall be the Grant Price. All
         Employee Awards granted pursuant to this Plan shall be subject to the
         vesting schedule, forfeiture provisions, terms, conditions and
         limitations set forth in this Plan and in the Employee Award Agreement.
         The date or dates upon which an Employee Award awarded pursuant to this
         Plan may become exercisable shall be determined pursuant to the
         provisions of the Employee Award Agreements and 7(b) hereof. No
         Employee Award shall be exercisable after the 10th anniversary of the
         Grant Date of the Employee Award.

                  (d) Employee Awards shall be in amounts and shall be subject
         to terms and conditions that the Committee may establish, including
         provisions related to vesting and exercisability.

         7. Election to Exercise.

                  (a) Election. An exercisable Employee Award may be exercised
         (subject to the provisions of the Employee Award Agreement and 7(b)
         hereof), in whole or in part, by timely notice to the Committee, in
         such form as may be designated by the Committee, of exercise, and
         payment of the purchase price, if the Employee Award is an option.
         Notice of exercise shall be effective on the date both the notice and
         the purchase price are received by the Committee. The notice must state
         the Participant's election to exercise the Employee Award, the number
         of shares with respect to which the election to exercise has been made,
         if applicable, the method of payment elected, the exact name or names
         in which such shares will be registered and such other information and
         in such form as may be required by the Committee. In the event of the
         death of a Participant, the Employee Award may be exercised by the
         Beneficiary of the Participant, subject to the provisions hereof.

                  (b) Completion of Necessary Forms. As a condition precedent to
         becoming eligible to exercise any Employee Award, the Participant shall
         be required to complete and execute such forms as may be designated by
         the Committee. Failure to properly complete and execute such forms
         shall result in the lapse of a vested Employee Award.

                  (c) Payment. The full purchase price for the shares of Common
         Stock purchased on the exercise of an Employee Award that is an option
         (i.e., the number of shares purchased, multiplied by the price per
         share) may be paid in cash, or, at the request of the Participant, and
         to the extent permitted by applicable law, the Committee may approve,
         in its sole and absolute discretion, tender of shares of Common Stock,
         or cashless exercise through an arrangement with a brokerage firm,
         under which the brokerage firm, on behalf of the Participant, will pay
         for all or a portion of the shares of Common Stock purchased upon the
         exercise of the Employee Award.

                  (d) Minimum Exercise. The minimum number of shares with
         respect to which an Employee Award may be exercised shall be the lesser
         of (i) ten shares or (ii) the number of shares with respect to which
         the Employee Award is currently exercisable.




                                      -5-
<PAGE>   6




                  (e) Cash-out of Awards. At the discretion of the Committee, an
         Employee Award may be settled by a cash payment equal to the difference
         between the Fair Market Value per share of Common Stock on the date of
         exercise and the Grant Price of the Employee Award, multiplied by the
         number of shares with respect to which the Employee Award is exercised.

         8. Administration.

                  (a) This Plan shall be administered by the Committee (or the
         Committee's delegate pursuant to paragraph 9 hereof). The Committee
         shall have the power, in its sole and absolute discretion, to contract
         with a third-party administrator to administer this Plan.

                  (b) Subject to the provisions hereof, the Committee shall have
         full and exclusive power and authority to administer this Plan and to
         take all actions which are specifically contemplated hereby or are
         necessary or appropriate in connection with the administration hereof.
         The Committee shall also have full and exclusive power to interpret
         this Plan, to devise necessary forms and documents, and to adopt such
         rules, regulations and guidelines for carrying out this Plan as it may
         deem necessary or proper, all of which powers shall be exercised in the
         best interests of Conoco and in keeping with the objectives of this
         Plan. The Committee may, in its sole and absolute discretion, amend or
         modify an Employee Award in any manner that is consistent with the
         purpose and objectives of this Plan and is either (i) not adverse to
         the Participant to whom such Employee Award was granted, (ii) required
         to comply with governing law, or (iii) consented to by such
         Participant. The Committee may correct any defect or supply any
         omission or reconcile any error or inconsistency in this Plan or in any
         Employee Award Statement in the manner and to the extent the Committee
         deems necessary or desirable to carry it into effect. Any decision of
         the Committee in the interpretation and administration of this Plan
         shall lie within its sole and absolute discretion and shall be final,
         conclusive and binding on all parties concerned.

                  (c) No member of the Committee, or officer or Employee of
         Conoco to whom the Committee has delegated authority in accordance with
         the provisions of paragraph 9 hereof, shall be liable for anything done
         or omitted to be done by such person, by any member of the Committee,
         or by any officer or Employee of Conoco in connection with the
         performance of any duties under this Plan, except for such person's own
         willful misconduct or as expressly provided by statute.

         9. Delegation of Authority. The Committee may delegate to such
subcommittees, officers, other Employees of Conoco, or qualified third-party
administrators, its duties under this Plan pursuant to such conditions or
limitations as the Committee may establish. The Committee shall have the power
and authority to appoint, remove or replace the members of any such
subcommittee, or any officer, Employee or third-party administrator that has
been delegated responsibilities and authority by the Committee.



                                      -6-
<PAGE>   7



         10. Tax Withholding. Upon the exercise of an Employee Award, or any
part thereof, the Participant may incur certain liabilities for taxes and the
Participating Employer may be required by law to withhold such taxes for payment
to taxing authorities. Upon determination by the Participating Employer of the
amount of taxes required to be withheld, including taxes, if any, which may be
required to be withheld prior to exercise with respect to the shares to be
issued pursuant to the exercise of the Employee Award, the Committee shall
establish procedures which allow the Participant (a) to direct the Participating
Employer to withhold from the Common Stock available for exercise the number of
shares necessary to satisfy the withholding obligations, based on the Fair
Market Value of Common Stock on the date of withholding; (b) to deliver
sufficient cash to the Participating Employer to satisfy its withholding
obligations; or (c) some combination thereof. Authorization of the Participant
to the Participating Employer to withhold taxes must be in a form and content
acceptable to the Committee. Failure by the Participant to comply with the
foregoing shall entitle the Committee, in its sole and absolute discretion, to
authorize the sale of a sufficient number of the shares of Common Stock which
the Participant is entitled to receive upon the exercise of the Participant's
Employee Award in order to satisfy such withholding requirements; provided,
however, that neither the Participating Employer nor the Committee shall be
liable for determining the exact amount of such taxes, for selling shares of
Common Stock in excess of that required to satisfy such tax obligation, or for
obtaining the highest sales price for any such shares. The payment or
authorization to withhold taxes by the Participant shall be completed prior to
the delivery of any Common Stock pursuant to this Plan. An authorization to
withhold taxes pursuant to this provision will be irrevocable unless and until
the tax liability of the Participant has been fully paid.

         11. Delivery of Shares. Subject to paragraphs 10 and 16 hereof, and
upon written request of the Participant, the Participating Employer shall cause
certificates for those shares of Common Stock which the Participant is entitled
to receive upon the exercise of an Employee Award to be delivered to
Participant. Notwithstanding the foregoing, no shares of Common Stock shall be
delivered to the Participant upon the exercise of the Employee Award until (a)
the purchase price, including any applicable fees or commissions, has been paid
in full in the manner herein provided; (b) all the applicable taxes required to
be withheld have been paid or withheld in full; and (c) the approval of any
governmental authority required in connection with the Employee Award or the
issuance of shares thereunder has been received by Conoco.

         12. Amendment, Modification, Suspension or Termination. Conoco may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law, except that (a) no amendment or alteration that would adversely affect
the rights of any Participant under any Employee Award previously granted to
such Participant shall be made without the consent of such Participant and (b)
no amendment or alteration shall be effective prior to approval by the
stockholders of Conoco to the extent stockholder approval is required by
applicable legal requirements. Subject to the same conditions listed in the
previous sentence, the Committee may amend the terms of Addendum A and Addendum
B without any action of the Board. Conoco may, in its sole and absolute
discretion, terminate this Plan at any time, provided that such termination
shall not cause any Participant to lose any rights to any vested Employee Award.



                                      -7-
<PAGE>   8



         13. Assignability. No Employee Award or any other benefit under this
Plan shall be assignable or otherwise transferable except by will, Beneficiary
designation or the laws of descent and distribution. In the event that a
Beneficiary designation conflicts with an assignment by will, the Beneficiary
designation will prevail. The Committee may prescribe other restrictions on
transfer. Any attempted assignment of an Employee Award or any other benefit
under this Plan in violation of this paragraph 13 shall be null and void.

         14. Adjustments.

                  (a) The existence of outstanding Employee Awards shall not
         affect in any manner the right or power of Conoco or its stockholders
         to make or authorize any or all adjustments, recapitalizations,
         reorganizations or other changes in the capital stock of Conoco or its
         business or any merger or consolidation of Conoco, or any issue of
         bonds, debentures, preferred or prior preference stock (whether or not
         such issue is prior to, on a parity with or junior to the Common Stock)
         or the dissolution or liquidation of Conoco or a subsidiary, or any
         sale or transfer of all or any part of its assets or business, or any
         other corporate act or proceeding of any kind, whether or not of a
         character similar to that of the acts or proceedings enumerated above.

                  (b) In the event of any subdivision or consolidation of
         outstanding shares of Common Stock, declaration of a dividend payable
         in shares of Common Stock, or other stock split, then (i) the number of
         shares of Common Stock reserved under this Plan, (ii) the number of
         shares of Common Stock covered by outstanding Employee Awards, (iii)
         the exercise or other price in respect of such Employee Awards, and
         (iv) the appropriate Fair Market Value and other price determinations
         for such Employee Awards, shall be proportionately adjusted by the
         Committee as appropriate to reflect such transaction. In the event of
         any other recapitalization or capital reorganization of Conoco, any
         consolidation or merger of Conoco with another corporation or entity,
         the adoption by Conoco of any plan of exchange affecting the Common
         Stock or any distribution to holders of Common Stock of securities or
         property (other than normal cash dividends or dividends payable in
         Common Stock), then (i) the number of shares of Common Stock covered by
         Employee Awards in the form of options on Common Stock, (ii) the
         exercise or other price in respect of such Employee Awards, and (iii)
         the appropriate Fair Market Value and other price determinations for
         such Employee Awards, shall be proportionately adjusted by the
         Committee to reflect such transaction; provided that such adjustments
         shall only be such as are necessary to maintain the proportionate
         interest of the holders of the Employee Awards and preserve, without
         exceeding, the value of such Employee Awards. In the event of a
         corporate merger, consolidation, acquisition of property or stock,
         separation, reorganization or liquidation, the Committee shall be
         authorized to issue or assume Employee Awards by means of substitution
         of new Employee Awards, as appropriate, for previously issued Employee
         Awards or an assumption of previously issued Employee Awards as part of
         such adjustment.



                                      -8-
<PAGE>   9



         15. Beneficiary Designation. Beneficiaries shall be designated in such
manner and according to such requirements as may be designated by the Committee.
The designation of a Beneficiary shall be effective on the date received by the
Committee. Upon the death of a Participant, a Beneficiary shall be entitled to
exercise a vested Employee Award pursuant to the provisions of paragraph 6
hereof.

         16. Restrictions. No Common Stock or other form of payment shall be
issued with respect to any Employee Award unless the Participating Employer
shall be satisfied based on the advice of its counsel that such issuance will be
in compliance with applicable laws, rules or regulations. Certificates
evidencing shares of Common Stock certificates delivered under this Plan (to the
extent that such shares are so evidenced) may be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable in order to
satisfy the rules, regulations, agreements or other requirements of the U.S.
Securities and Exchange Commission, or any securities exchange or transaction
reporting system upon which the Common Stock is then listed or to which it is
admitted for quotation, and any applicable securities law. The Committee may
cause a legend or legends to be placed upon such certificates (if any) to make
appropriate reference to such restrictions.

         17. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
Common Stock or rights thereto under this Plan, any such accounts shall be used
merely as a bookkeeping convenience. Conoco shall not be required to segregate
any assets that may at any time be represented by Common Stock or rights
thereto, nor shall this Plan be construed as providing for such segregation, nor
shall Conoco, the Board or the Committee be deemed to be a trustee of any Common
Stock or rights thereto to be granted under this Plan. Any liability or
obligation of Conoco to any Participant with respect to rights granted under
this Plan shall be based solely upon any contractual obligations that may be
created by this Plan and any Employee Award Statement, and no such liability or
obligation of Conoco shall be deemed to be secured by any pledge or other
encumbrance on any property of Conoco. Neither Conoco, any subsidiary, the Board
nor the Committee shall be required to give any security or bond for the
performance of any obligation that may be created by this Plan.

         18. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware
without regard to any conflicts of law principles that would compel the
application of any other law.

         19. No Right to Employment. Nothing in this Plan or in any Employee
Award issued pursuant to this Plan shall confer upon any Participant any right
to receive another Employee Award or to continue in the employ of the
Participating Employer or affect the Participating Employer's right, subject to
applicable law, to terminate the employment of any Participant at any time, with
or without cause.



                                      -9-
<PAGE>   10



         20. Effectiveness. The Plan was established effective February 23,
2001. The Plan, as approved by the Board for amendment and restatement as set
forth herein, shall be effective as set forth herein as of the effective time of
the Merger (October 8, 2001).




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<PAGE>   11



                                 ATTACHMENT "A"
                                       TO
                                   CONOCO INC.
                      2001 GLOBAL PERFORMANCE SHARING PLAN


<Table>
<Caption>
                             PARTICIPATING COUNTRIES
<S>                                                        <C>
             Australia                                     Netherlands
             Austria                                       Nigeria
             Azerbaijan                                    Norway
             Belgium                                       Poland
             Canada                                        Russia
             Czech Republic                                Singapore
             Denmark                                       Slovakia
             Dubai                                         Spain
             Finland                                       Sweden
             Germany                                       Thailand
             Hungary                                       Turkey
             India                                         United Kingdom
             Indonesia                                     United States
             Japan                                         Venezuela
             Malaysia                                      Vietnam
             Mexico


                           Total No. of Countries: 31
</Table>




                                 Attachment A-1
<PAGE>   12



                                 ATTACHMENT "B"
                                       TO
                                   CONOCO INC.
                      2001 GLOBAL PERFORMANCE SHARING PLAN


                             PARTICIPATING EMPLOYERS


CONOCO INC., A DELAWARE CORPORATION,
(GRANTING STOCK OPTIONS)
AND
EACH OF THE FOLLOWING:

<Table>
<Caption>
               SARs                                     Stock Options
               ----                                     -------------
<S>                                            <C>
Conoco (Thailand) Company Limited              Conoco (U.K.) Limited
Conoco (U.K.) Limited - Azerbaijan Branch      Conoco Canada Limited
Conoco (U.K.) Limited - Vietnam Branch         Conoco Carbon Fibers Japan, KK.
Conoco Asia Ltd. *                             Conoco Continental Holding GmbH
Conoco Asia Pacific Sdn. Bhd.                  Conoco EurAsia Inc.
Conoco Czech Republic s.r.o.                   Conoco International, Inc.
Conoco Energy Nigeria Limited                  Conoco Limited
Conoco Hungary Kft.                            Conoco Mexico Servicios, S.A. de C.V.
Conoco Indonesia Inc. Ltd.                     Conoco Mineraloel GmbH
Conoco International Petroleum Company         Conoco Operations (QLD.) Pty Ltd.
Conoco Jet Danmark A/S                         Conoco Petcoke Far East Ltd.
Conoco Jet Finland Oy                          Conoco Pipe Line Company
Conoco Jet Nordic AB                           Conoco Shipping Company
Conoco Jet Norge A/S                           Conoco Venezuela Ltd.
Conoco Lubricants (Malaysia) Sdn. Bhd.         Conoco-Austria Mineraloel GmbH
Conoco Middle East Ltd.                        Continental Netherlands Oil Company B.V.
Conoco Nordic Holdings AB                      Louisiana Gas System Inc.
Conoco Poland Sp. z.o.o.                       Norske Conoco A/S
Conoco Slovakia s.r.o.
Jet/Jiffy Shops Ltd
Projet Malaysia Sdn. Bhd.
Societe Europeenne Des Carburants (SECA)
</Table>

* Company's name to change to "Conoco
Lubricants (India) Pte Ltd" later in the year



                                 Attachment B-1
<PAGE>   13



                                  ADDENDUM "A"
                                       TO
                                   CONOCO INC.
                      2001 GLOBAL PERFORMANCE SHARING PLAN


The following are provisions, in addition to those provisions in the Plan, which
are applicable to Employees in the respective Participating Countries listed
below. As used herein, capitalized terms shall have the respective meanings
ascribed to such terms in the Plan.

1.  AUSTRIA. This Plan is revocable at any time and is a freely offered benefit
         by the Participating Employer and is not subject to any legal claim as
         to termination indemnities or severance payments.

2.  CANADA. There are no additional rights accruing to an eligible Employee as a
         result of this Plan and the Participating Employees right to terminate
         an eligible Employee is not deemed to have been prejudiced as a result
         of the offering and/or implementation of the Plan.

3.  GERMANY. This Plan is revocable at any time and is a freely offered benefit
         by the Participating Employer and is not subject to any legal claim as
         to termination indemnities or severance payments.

4.  MEXICO. This Plan may be used to offset and/or compensate any future
         performance or profit sharing plans to be established by applicable law
         or by collective agreement.




                                  Addendum A-1
<PAGE>   14



                                  ADDENDUM "B"
                                       TO
                                   CONOCO INC.
                         GLOBAL PERFORMANCE SHARING PLAN


                                   CONOCO INC.
                           2001 UK STOCK OPTION SCHEME


1.       DEFINITIONS AND INTERPRETATION

         (1)      Unless the context otherwise requires, all expressions defined
                  in the US Plan shall have the same meaning in the UK Scheme,
                  save that:

                  "Fair Market Value" has the meaning set forth in sub-rule
                  5(3);

                  "Option" includes an Approved Stock Option as defined in
                  sub-rule 1(2).

         (2)      In addition, the following expressions shall have the
                  following meanings in the UK Scheme unless the context
                  otherwise requires:

                  "Approved Stock Option" means an Option granted in accordance
                  with the UK Scheme;

                  "Company" means Conoco Inc.;

                  "Grant Date" in relation to an option means the date on which
                  the option was granted;

                  "the Inland Revenue" means the United Kingdom's Commissioners
                  of Inland Revenue;

                  "Participating Company" means the Company or a Subsidiary of
                  the Company;

                  "Schedule 9" means Schedule 9 to the Taxes Act;

                  "Subsidiary" shall mean a body corporate, whether now or
                  hereafter existing, which is:

                  (a)      a subsidiary of the Company within the meaning of
                           Section 736 of the United Kingdom Companies Act 1985;
                           and is

                  (b)      under the control of the Company within the meaning
                           of Section 840 of the Taxes Act.




                                  Addendum B-1
<PAGE>   15




                  "the Taxes Act" means the United Kingdom's Income and
                  Corporation Taxes Act 1988;

                  "the Terms and Conditions" mean terms and conditions specified
                  in the Conoco Inc. 2001 Global Performance Sharing Plan
                  Employee Award Agreement;

                  "the UK Scheme" means the Conoco Inc. 2001 UK Stock Option
                  Scheme as herein set out but subject to any alterations or
                  additions made under Rule 8 below; and

                  "the US Plan" means the 2001 Conoco Inc. Global Performance
                  Sharing Plan.

         (3)      Expressions not otherwise defined herein have the same meaning
                  as they have in Schedule 9.

         (4)      Any reference herein to any enactment includes a reference to
                  that enactment as from time to time modified, extended or
                  re-enacted.

2.       APPLICABILITY OF THE US PLAN AND THE TERMS AND CONDITIONS

         Save as hereinafter specified, all the term and provisions of the US
         Plan and the Terms and Conditions shall apply mutatis mutandis to the
         grant of Approved Stock Options under the UK Scheme.

3.       ELIGIBILITY

         (1)      Subject to sub-rule (3) below, a person is eligible to be
                  granted an Approved Stock Option if (and only if) he is a
                  full-time director or qualifying employee of a Participating
                  Company.

         (2)      For the purposes of sub-rule (1) above:

                  (a)      a person shall be treated as a full-time director of
                           a Participating Company if he is obliged to devote to
                           the performance of the duties of his or her office or
                           employment with that and any other Participating
                           Company not less than 25 hours a week (excluding meal
                           breaks);

                  (b)      a qualifying employee, in relation to a Participating
                           Company, is an employee of the Participating Company
                           (other than one who is a director of a Participating
                           Company).

         (3)      A person is not eligible to be granted an Option under the UK
                  Scheme at any time when he is not eligible to participate in
                  the UK Scheme by virtue of paragraph 8 of Schedule 9.




                                  Addendum B-2
<PAGE>   16



4.       GRANT OF OPTIONS

         (1)      Notwithstanding Paragraph 6(b) of the US Plan, the Approved
                  Stock Options to be issued as part of the Initial Grant shall
                  only be granted by action of the Board or such other persons
                  as are authorized by the Board. Subject to sub-rule (3) below,
                  the Committee may grant to any person who is eligible to be
                  granted an Option under the UK Scheme an Approved Stock Option
                  to acquire Shares which satisfy the requirements of paragraphs
                  10 to 14 of Schedule 9, upon the terms set out in the UK
                  Scheme and upon such other objective terms as the Committee
                  may reasonably specify.

         (2)      The grant of an Approved Stock Option shall be subject to
                  obtaining any approval or consent which may be required under
                  the provisions of any regulation or enactment.

         (3)      No person shall be granted Approved Stock Options under the UK
                  Scheme which would, at the time they are granted, cause the
                  aggregate market value of the Shares which he may acquire in
                  pursuance of options granted to him under the UK Scheme or
                  under any other share option scheme, not being a
                  savings-related share option scheme, approved under Schedule 9
                  and established by the Company or by any associated company of
                  the Company (and not exercised) to exceed or further exceed
                  Pound Sterling 30,000. Any Stock Options granted in excess of
                  this amount shall be granted under the US Plan.

         (4)      For the purposes of sub-rule (3) above:

                  (a)      in the case of an Option granted under the UK Scheme
                           the aggregate market value of shares shall be
                           calculated as on the day by reference to which the
                           price at which Shares may be acquired by the exercise
                           thereof is determined as mentioned in Rule 5(2)
                           below;

                  (b)      in the case of an Option granted under any other
                           approved scheme, as at the time when it was granted
                           or, in a case where an agreement relating to the
                           shares has been made under paragraph 29 of Schedule
                           9, such earlier time or times as may be provided in
                           the agreement; and

                  (c)      in the case of any other Option, the aggregate fair
                           market value of shares shall be calculated as on the
                           day or days by reference to which the price at which
                           shares may be acquired by the exercise hereof was
                           determined.

         (5)      Unless otherwise agreed with the Inland Revenue, the United
                  States dollar exchange rate for pounds sterling for the
                  purposes of calculating the limit in sub-rule (3) above shall
                  be the noon buying rate in the City of London on the day by



                                  Addendum B-3
<PAGE>   17




                  reference to which the price at which Shares may be acquired
                  on the exercise of the Option is determined as mentioned in
                  Rule 5(2) below.

5.       EXERCISE PRICE AND CONSIDERATION

         (1)      Shares shall be issued to the Participant pursuant to the
                  exercise of an Option only upon receipt by the Company from
                  the Participant of payment in full in cash. The Committee may,
                  in its sole and absolute discretion, permit the exercise of an
                  Approved Stock Option by cashless exercise through a loan
                  arrangement with a brokerage firm, under which the brokerage
                  firm, on behalf of the participant, pays for all or a portion
                  of the Shares of Common Stock purchased upon the exercise of
                  the Approved Stock Option.

         (2)      The price per Share under each Approved Stock Option granted
                  by the Committee shall be such price as is determined by the
                  Committee before the grant thereof, provided that it shall not
                  be less than 100% of the Fair Market Value per Share on the
                  Option Grant Date (or such other dealing day as may be agreed
                  with the Inland Revenue).

         (3)      The Fair Market Value per Share on any day shall be determined
                  as follows:

                  (a)      if shares of the same class as the Shares are quoted
                           on the New York Stock Exchange, the Fair Market Value
                           per Share shall be the closing price per Share in the
                           New York Stock Exchange on the consolidated
                           transaction reporting system on that day (and if
                           there shall be no sale of Shares reported on such
                           date, the Fair Market Value shall be deemed equal to
                           the closing price per Share on the consolidated
                           transaction reporting system for the last preceding
                           date on which sales of Shares were reported);

                  (b)      If paragraph (a) above does not apply, the Fair
                           Market Value shall be equal to the market value
                           (within the meaning of Part VIII of the United
                           Kingdom's Capital Gains Tax Act 1992) of Shares, as
                           agreed for the purposes of the UK Scheme with the
                           Shares Valuation Division of the Inland Revenue, on
                           that day.

6.       EXERCISE OF OPTIONS

         (1)      A person is not eligible to exercise an Approved Stock Option
                  granted under the UK Scheme at any time when he is not
                  eligible to participate in the UK Scheme by virtue of
                  paragraph 8 of Schedule 9.

         (2)      Paragraphs 6 and 7 of the US Plan and Section 6 and, subject
                  to Rule 5(1) above, Section 7 of the Terms and Conditions
                  shall apply in respect of Approved Stock Options granted under
                  the UK Scheme.



                                  Addendum B-4
<PAGE>   18



         (3)      An Approved Stock Option granted under the UK Scheme may not
                  in any circumstances be exercised later than twelve (12)
                  months after the death of the Participant.

7.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER

         (1)      Paragraph 14 of the US Plan shall apply to Approved Stock
                  Options granted under the UK Scheme in respect of a variation
                  of capital of the Company only, save that no adjustment under
                  Paragraph 14 shall be made to an Approved Stock Option at a
                  time when the UK Scheme is approved by the Inland Revenue
                  under Schedule 9 without the prior approval of the Inland
                  Revenue.

         (2)      If any company ("the acquiring company") obtains control of
                  the Company as a result of making:

                  (a)      a general offer to acquire the whole of the Common
                           Stock of the Company which is made on a condition
                           such that if it is satisfied the person making the
                           offer will have control of the Company, or

                  (b)      a general offer to acquire all the shares in the
                           Company which are of the same class as the Shares
                           which may be acquired by the exercise of Options
                           granted under the UK Scheme,

                  any Participant may at any time within the appropriate period
                  (which expression shall be construed in accordance with
                  paragraph 15(2) of Schedule 9), by agreement with the
                  acquiring company, release any Option granted under the UK
                  Scheme which has not lapsed ("the old option") in
                  consideration of the grant to him of an option ("the new
                  option") which (for the purposes of that paragraph) is
                  equivalent to the old option but relates to shares in a
                  different company (whether the acquiring company itself or
                  some other company falling within paragraph 10(b) or (c) of
                  Schedule 9).

         (3)      The new option shall not be regarded for the purposes of
                  sub-rule (2) above as equivalent to the old option unless the
                  conditions set out in paragraph 15(3) of Schedule 9 are
                  satisfied, but so that the provisions of the UK Scheme shall
                  for this purpose be construed as if:

                  (a)      the new option was an option granted under the UK
                           Scheme at the same time as the old option;

                  (b)      except for the purposes of the definitions of
                           "Participating Company" and "Subsidiary" in Rule 1
                           above and the references to "the Committee" in Rule
                           4(1) above, the reference to Conoco Inc. in the
                           definition of Conoco in Paragraph 3 of the US Plan
                           was a reference to the different company mentioned in
                           sub-rule (2) above.



                                  Addendum B-5
<PAGE>   19



8.       AMENDMENT AND TERMINATION OF THE UK SCHEME

         (1)      The provisions of Paragraph 6 and Paragraph 12 of the US Plan
                  apply mutatis mutandis to the UK Scheme, save that if an
                  amendment is made to the UK Scheme or to the terms of an
                  Approved Stock Option at a time when the UK Scheme is approved
                  by the Inland Revenue under Schedule 9, the approval will not
                  thereafter have effect unless the Inland Revenue have approved
                  the alteration or addition.

         (2)      As soon as reasonably practicable after making any amendment
                  to the UK Scheme under sub-rule (1) above, the Committee shall
                  give notice in writing thereof to any Participant affected
                  thereby and, if the UK Scheme is then approved by the Inland
                  Revenue under Schedule 9, to the Inland Revenue.

         (3)      In accordance with the Committee's powers under Paragraph 9 of
                  the US Plan, the Committee shall if it deems necessary
                  delegate authority to any one or more of the officers of the
                  Company to be responsible for the administration of the UK
                  Scheme.

         (4)      The Committee or officer(s) of the Company to whom authority
                  has been delegated may amend or alter the UK Scheme either as
                  it is considered necessary (or as may be consequential upon
                  such necessary amendments) to enable the UK Scheme to obtain
                  or maintain the approval of the Inland Revenue under Schedule
                  9 or take account of any applicable legislation.

9.       MISCELLANEOUS

         (1)      Options granted under the UK Scheme shall not be transferable
                  or assignable other than by will or by the laws of decent and
                  distribution and Paragraph 13 of the US Plan shall only apply
                  to Options granted under the UK Scheme in this respect.

         (2)      Within thirty days after an Option has been exercised by any
                  person, the Committee on behalf of the Company shall allot to
                  him or, as appropriate, procure the transfer to him of the
                  number of Shares in respect of which the Option has been
                  exercised.

         (3)      All Shares allotted under the UK Scheme shall rank pari passu
                  in all respects with the Shares of the same class for the time
                  being in issue save as regards any rights attaching to such
                  shares by reference to a record date prior to the date of the
                  allotment.

         (4)      Sections 9 to 17 of the Terms and Conditions shall apply in
                  respect of Approved Stock Options to the extent permitted
                  under the UK Scheme.



                                  Addendum B-6
<PAGE>   20



         (5)      Paragraph 7(e) of the US Plan and the final sub-paragraph of
                  Section 6 of the Terms and Conditions shall not apply to
                  Approved Stock Options.

         (6)      For the avoidance of doubt references to Stock Appreciation
                  Rights in the US Plan and the Terms and Conditions shall be
                  disregarded for the purposes of the UK Scheme.






                                  Addendum B-7