<PAGE>   1

                                                                    EXHIBIT 4.11

                                  CONOCO INC.

              DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

               (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 8, 2001)

                                    RECITALS

                  Conoco Inc. (the "Company") established the Conoco Inc.
Deferred Compensation Plan for NonEmployee Directors (the "Plan").

                  The Company 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 Company
("Merger Sub"), with and into the Company (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 VI.5, the Board has authorized this amendment and restatement of the
Plan to reflect the new class of Common Stock.

                  Now, therefore, the Company hereby amends and restates the
Plan, effective as set forth in Paragraph VI.7 hereof, to read as follows:

                                   I. ARTICLE
                        PURPOSES OF PLAN AND DEFINITIONS

         I.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 for the purpose of providing
nonemployee 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.

         I.2 Definitions.

                  "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 IV.5, to receive any payments otherwise
due the Participant under this Plan in the event of the Participant's death.


                                      -1-
<PAGE>   2

                  "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 other fees.

                  "Change in Control" means a Change in Control as defined in
the 1998 Stock and Performance Incentive Plan of Conoco Inc., as amended from
time to time.

                  "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.

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

                  "Committee" means such committee of the Board as is designated
by the Board to administer the Plan in accordance with Article II.

                  "Common Stock" means Conoco common stock, par value of $.01
per share.

                  "Company" means Conoco Inc.

                  "Deferred Compensation Period" means such period of 365 days
(or such longer or shorter period) as shall from time to time be prescribed by
the Committee for which Participants shall be entitled to defer receipt of all
or any part of their Cash Compensation.

                  "Deferred Interest Bearing Account" means the bookkeeping
account maintained for each Participant to record certain amounts deferred by
the Participant in accordance with Article III hereof.

                  "Determination Date" means the date on which payment of a
Participant's deferred compensation is made or commences, as determined in
accordance with Section IV.1.

                  "Director" means an individual who is serving as a member of
the Board.

                  "Effective Date" means the IPO Closing Date.

                  "Election Effective Date" means the date upon which a
Participant's deferred compensation is credited to his Deferred Interest Bearing
Account pursuant to Section III.3 of this Plan.

                  "Eligible Director" means each Director who is not an employee
of the Company or of any of the Company's subsidiaries.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.


                                      -2-
<PAGE>   3

                  "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if Common Stock is listed on a national securities
exchange, the mean between the highest and lowest sales price per share of such
Common Stock on the consolidated transaction reporting system for the principal
national securities exchange on which shares of such 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, (ii) if Common
Stock is not so listed but is quoted on the Nasdaq National Market, the mean
between the highest and lowest sales price per share of Common Stock reported by
the Nasdaq National Market 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, (iii) if Common Stock is not so listed or quoted, the mean
between the closing bid and asked price on that date, or, if there are no
quotations available for such date, on the next succeeding date on which such
quotations shall be available, as reported by the Nasdaq Stock Market, or, if
not reported by the Nasdaq Stock Market, by the National Quotation Bureau
Incorporated or (iv) if Common Stock is not publicly traded, the most recent
value determined by an independent appraiser appointed by the Company for such
purpose.

                  "IPO Closing Date" means the date on which the Company first
receives payment for the shares of common stock of the Company it sells in the
IPO.

                  "Participant" means an Eligible Director who elects to
participate in the Plan or is otherwise credited with Stock Units pursuant to
Article III.

                  "Stock Account" means the bookkeeping account maintained for
each Participant to record certain amounts deferred by the Participant in
accordance with Article III hereof.

                  "Stock Unit" means a unit equal to one share of Common Stock
(as determined in accordance with Section III.2) (as adjusted pursuant to
Section III.6), utilized for the purpose of measuring the benefits payable under
Section IV.3.

                  "Total Deferred Unit Amount" means the aggregate Fair Market
Value on the Valuation Date coinciding with or immediately preceding the
Determination Date of the number of Stock Units then credited to a Participant's
Stock Account.

                  "Valuation Date" means the Effective Date and the first day of
each month thereafter or, in the event Common Stock is traded or quoted on a
national securities exchange or in the over-the-counter market, each day on
which a sale or sales of such Common Stock is reported or a quotation for such
Common Stock is available (as the case may be).

                  "1998 Incentive Plan" means the 1998 Stock and Performance
Incentive Plan of Conoco Inc.

                                  II. ARTICLE
                           ADMINISTRATION OF THE PLAN

         II.1 Committee. This Plan shall be administered by the Committee. The
Committee shall consist of at least two members of the Board.


                                      -3-
<PAGE>   4

         II.2 Committee's Powers. 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 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 the Company and in keeping with the objectives of this Plan. The
Committee may, in its discretion, determine the eligibility of individuals to
participate herein, determine the amount of Cash Compensation a Participant may
elect to defer, or waive any restriction or other provision of this Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan in the manner and to the extent the Committee deems
necessary or desirable to carry it into effect.

         II.3 Committee Determinations Conclusive. 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.

         II.4 Committee Liability. No member of the Committee or officer of the
Company to whom the Committee has delegated authority in accordance with the
provisions of Section II.5 of this Plan shall be liable for anything done or
omitted to be done by him or her, by any member of the Committee or by an
officer of the Company in connection with the performance of any duties under
this Plan, except for his or her own willful misconduct or as expressly provided
by statute.

         II.5 Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish.

                                  III. ARTICLE
                                    ACCOUNTS

         III.1 Establishment of Accounts. The Company shall set up an
appropriate record (hereinafter called the "Deferred Interest Bearing Account")
which will from time to time reflect the name of each Participant and the
amounts deferred by such Participant to an interest bearing account pursuant to
Section III.2. The Company shall also set up an appropriate record (hereinafter
called the "Stock Account") which will from time to time reflect the name of
each Participant, the number of Stock Units credited to such Participant
pursuant to Section III.2, and the Fair Market Value of that number of Stock
Units credited to the Participant.

         III.2 Deferred Compensation.

                  (a) A Participant may elect to defer receipt of all or any
         part of the Cash Compensation payable to the Participant for serving on
         the Board of Directors for any Deferred Compensation Period. At the
         election of the Participant, the amount deferred shall be credited to:
         (a) his or her Deferred Interest Bearing Account; (b) his or her Stock
         Account; or (c) a combination of both. If a Participant chooses to
         receive a credit to his Stock Account, a number of Stock Units (rounded
         up to the nearest whole number) as elected by the Participant with the
         consent of the Committee, having a Fair Market Value


                                      -4-
<PAGE>   5
         on the Election Effective Date equal to the dollar amount of fees the
         Participant elects to forego in the applicable Deferred Compensation
         Period in exchange for Stock Units shall be credited to such account. A
         Participant may only elect to defer Cash Compensation which is
         otherwise payable after an election to defer compensation is made
         pursuant to Section V.1 hereof.

                  (b) As additional deferred compensation and pursuant to the
         requirements of paragraph 9 of the 1998 Incentive Plan, each Eligible
         Director shall be credited with certain Stock Units on the initial
         election of an individual as an Eligible Director and on each
         subsequent Annual Director Award Date, as provided for in paragraph 9
         of the 1998 Incentive Plan.

         III.3 Crediting of Deferred Amounts.

                  (a) Any Cash Compensation credited to a Participant's Deferred
         Interest Bearing Account or Stock Account shall be credited to such
         account on the last day of the month in which the deferred Cash
         Compensation would otherwise have been paid (the "Election Effective
         Date"). For example, if a Participant effectively elects to defer Cash
         Compensation to his Deferred Interest Bearing Account for a Deferred
         Compensation Period of 365 days beginning January 1 by notifying the
         Company in the manner provided in Section V.1, the Cash Compensation
         which accrues for the month of January shall be credited to such
         Participant's Deferred Interest Bearing Account on January 31.

                  (b) Any Stock Units credited under the 1998 Incentive Plan to
         a Participant as described in Section III.2(b) hereof shall be credited
         to the Participant's Stock Account as of the date specified in Section
         III.2(b) hereof.

         III.4 Interest on Deferred Interest Bearing Accounts. The amount of
deferred compensation credited to a Participant's Deferred Interest Bearing
Account will bear interest from (but excluding) the date so credited, to (and
including) the Determination Date, at a rate per annum equal to the Applicable
Annual Rate in effect from time to time, compounded monthly, and such interest
shall be credited to the Deferred Interest Bearing Account as of the last day of
each calendar month during the applicable Deferred Compensation Period and the
last day of the calendar month in which such period ends (or, if applicable, the
Determination Date). Interest so credited shall similarly bear interest from
(but excluding) the date so credited, to (and including) the Determination Date,
at a rate per annum equal to the Applicable Annual Rate in effect from time to
time, compounded monthly and credited as of the last day of each calendar month
during the applicable Deferred Compensation Period and the last day of the
calendar month in which such period ends (or, if applicable, the Determination
Date).

         III.5 Dividends. As of each date that dividends are paid with respect
to Common Stock, a Participant who has any outstanding Stock Units relating to
Common Stock credited to his Stock Account shall have a number of Stock Units
relating to that Common Stock credited to his Stock Account with respect to such
dividends. The Stock Units credited in respect of dividends shall have a Fair
Market Value equal to the dollar amount of the dividend paid per share of Common
Stock as of such dividend payment date multiplied by the number of Stock


                                      -5-
<PAGE>   6
Units relating to Common Stock credited to the Participant's Stock Account
immediately prior to such dividend payment date.

         III.6 Adjustments.

                  (a) Exercise of Corporate Powers. The existence of this Plan
         and any outstanding Stock Units credited hereunder shall not affect in
         any manner the right or power of the Company or its stockholders to
         make or authorize any or all adjustments, recapitalizations,
         reorganizations or other changes in the capital stock of the Company or
         its business or any merger or consolidation of the Company, 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 existing Common Stock) or the dissolution or liquidation of the
         Company, 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) Recapitalizations, Reorganizations and Other Activities.
         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 Stock Units relating
         to such Common Stock and (ii) the appropriate Fair Market Value and
         other price determinations for such Stock Units shall each be
         proportionately adjusted by the Board to reflect such transaction. In
         the event of any other recapitalization or capital reorganization of
         the Company, any consolidation or merger of the Company with another
         corporation or entity, the adoption by the Company of any plan of
         exchange affecting 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), the Board shall make
         appropriate adjustments to (i) the number of Stock Units relating to
         Common Stock and (ii) the appropriate Fair Market Value and other price
         determinations for Stock Units to give effect to such transaction;
         provided that such adjustments shall only be such as are necessary to
         preserve, without increasing, the value of such units. In the event of
         a corporate merger, consolidation, acquisition of property or stock,
         separation, reorganization or liquidation, the Board shall be
         authorized to issue or assume units by means of substitution of new
         units, as appropriate, for previously issued units or an assumption of
         previously issued units as part of such adjustment.

                                  IV. ARTICLE
                                    PAYMENTS

         IV.1 Period of Deferral. A Participant may elect that payment of
amounts credited to the Participant under the Plan be made or commence at (a) a
date that is five years following the date of the termination of the
Participant's status as a Director of the Company, or (b) the date of the
termination of the Participant's status as a Director of the Company (either of
such dates elected by the Participant to be known as the "Determination Date").
If alternative (a) is elected by the Participant, payment will be made or will
commence within 60 days after the date that is five years after termination of
the Participant's status as a Director of the Company. If alternative (b) is
elected by the Participant, payment will be made or will commence within 60 days
after termination of the Participant's status as a Director of the Company.
Notwithstanding


                                      -6-
<PAGE>   7
the foregoing, except in the case of death or disability of a Director, no
amount may be distributed in respect of a Stock Unit awarded under the 1998
Incentive Plan until such Stock Unit has been held under this Plan for three
years.

         IV.2 Payment of Amounts in Deferred Interest Bearing Account. As of the
Determination Date, the sum of the amounts theretofore credited to a
Participant's Deferred Interest Bearing Account for each Deferred Compensation
Period plus all interest accrued thereon to, and including, the Determination
Date (the "Total Deferred Compensation Amount") shall be calculated. A
Participant shall receive payment of his Total Deferred Compensation Amount with
respect to each Deferred Compensation Period in the form he has previously
elected under Section IV.4.

         IV.3 Payment of Amounts in Stock Account. As of the Determination Date,
the aggregate Fair Market Value on the Valuation Date coinciding with or
immediately preceding the Determination Date of that number of Stock Units
credited to a Participant's Stock Account as of such Determination Date with
respect to each Deferred Compensation Period and with respect to each Award
under the 1998 Incentive Plan shall be calculated. The result is the "Total
Deferred Unit Amount." A Participant shall receive payment of his Total Deferred
Unit Amount with respect to each Deferred Compensation Period or 1998 Incentive
Plan Award in the form he has previously elected under Section IV.4.

         IV.4 Form of Payment. Payment to a Participant of amounts in his
Deferred Interest Bearing Account shall be made in the form of cash. Payment to
a Participant in respect of a Stock Unit in his Stock Account shall be made in
the form of Common Stock to which the unit relates; provided that under
conditions established by the Committee, a Participant may elect to receive an
amount payable in respect of a Stock Unit in the form of cash. Payment to a
Participant of amounts in both accounts shall be made by one of the following
methods: (a) a lump sum, (b) three substantially equal consecutive annual
installments, or (c) five substantially equal consecutive annual installments;
subject to the requirements of Section IV.1 hereof that no amount is
distributable in respect of a Stock Unit Award under the 1998 Incentive Plan
until it has been held for three years, except in the case of death or
disability of a Director. The Total Deferred Compensation Amount and the Total
Deferred Unit Amount that is to be distributed in cash shall bear interest from,
but excluding, the Determination Date to, and including, the date paid at the
Applicable Annual Rate as in effect from time to time, compounded monthly, and
the payment of each annual installment shall be accompanied by payment of the
amount of interest accrued thereon.

         IV.5 Death Prior to Payment. In the event that a Participant dies prior
to payment of all of the amounts payable pursuant to the Plan, any remaining
amounts together with all interest accrued thereon, shall be paid to the
Participant's designated Beneficiary in a lump sum within 60 days following the
Company's notification of the Participant's death. If no Beneficiary has been
designated, such payment shall be made to the Participant's estate. A
beneficiary designation, or revocation of a prior beneficiary designation, shall
be effective only if it is made in writing on a form provided by the Company,
signed by the Participant and received by the Committee. In the event that a
Participant dies prior to payment of all of the amounts


                                      -7-
<PAGE>   8
payable pursuant to the Plan, and the designated Beneficiary dies prior to
payment of all the amounts payable pursuant to the Plan, payment shall be made
to the Participant's estate in a lump sum within 60 days of notification of the
Beneficiary's death.

         IV.6 Payments to Minors and Incompetents. Should the Participant become
incompetent or should the Participant designate a Beneficiary who is a minor or
incompetent, the Company shall be authorized to pay such funds to a parent or
guardian of such minor or incompetent, or directly to such minor or incompetent,
whichever manner the Committee shall determine in its sole discretion.

         IV.7 Change in Control. Participants may elect that upon a Change in
Control, the entire amounts payable under Sections IV.2 and IV.3 be made in a
lump sum payment within 60 days of the Change in Control.

                                   V. ARTICLE
                               ELECTING DEFERRALS

         V.1 Manner of Electing Deferral. Each election made by a Participant to
defer Cash Compensation under the Plan (i) shall take the form of a written
document (provided by the Company) signed by the Participant and filed with the
Committee, (ii) shall designate the Deferred Compensation Period for which such
deferral is elected, the account to which such deferral shall be credited, the
period of deferral and the form and manner of payment, (iii) shall only apply to
Cash Compensation payable after the date of such election and (iv) may not be
revoked or modified without the prior written approval of the Committee if the
proposed revocation or modification applies to amounts deferred with respect to
a Deferred Compensation Period which has already commenced at the time such
revocation or modification is proposed to be effected. With respect to each
award of Stock Units made to a Participant under the 1998 Incentive Plan, as
described in Section III.2(b) hereof, the Participant shall make an election
which (i) shall take the form of a written document (provided by the Company)
signed by the Participant and filed with the Committee, (ii) shall designate the
period of deferral and the form and manner of payment elected by the
Participant, and (iii) may not be revoked or modified without the prior written
approval of the Committee. The Committee shall be authorized to adopt such rules
and limitations as it shall determine are necessary or appropriate with respect
to the timing of elections to defer compensation under the Plan.

                                  VI. ARTICLE
                                  MISCELLANEOUS

         VI.1 Unfunded Plan. Nothing contained herein shall be deemed to create
a trust of any kind or create any fiduciary relationship. This Plan shall be
unfunded. Funds invested hereunder shall continue for all purposes to be part of
the general funds of the Company. To the extent that a Participant acquires a
right to receive payments from the Company under the Plan, such right shall not
be greater than the right of any unsecured general creditor of the Company and
such right shall be an unsecured claim against the general assets of the
Company. Although bookkeeping accounts may be established with respect to
Participants, any such accounts shall be used merely as a bookkeeping
convenience. The Company shall not be required to segregate any assets that may
at any time be represented by cash or rights thereto, nor shall this Plan be
construed as providing for such segregation, nor shall the Company, the Board or
the Committee


                                      -8-
<PAGE>   9
be deemed to be a trustee of any cash or rights thereto to be granted under this
Plan. Any liability or obligation of the Company to any Participant with respect
to cash or rights thereto under this Plan shall be based solely upon any
contractual obligations that may be created by this Plan, and no such liability
or obligation of the Company shall be deemed to be secured by any pledge or
other encumbrance on any property of the Company. Neither the Company nor 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.

         VI.2 Title to Funds Remains with Company. Amounts credited to each
Participant's Deferred Interest Bearing Account and Stock Account shall not be
specifically set aside or other-wise segregated, but will be combined with
corporate assets. Title to such funds will remain with the Company and the
Company's only obligation will be to make timely payments to Participants in
accordance with the Plan.

         VI.3 Statement of Account. A statement will be furnished to each
Participant annually on such date as may be determined by the Committee stating
the balance of the Participant's Deferred Interest Bearing Account and Stock
Account and accrued interest thereon as of a recent date designated by the
Committee.

         VI.4 Assignability. Except as provided in Section IV.5, no right to
receive payment hereunder shall be transferable or assignable by a Participant
except by will or the laws of descent and distribution. In the event that a
Beneficiary designation under Section IV.5 conflicts with an assignment by will,
the Beneficiary designation will prevail. Any attempted assignment of any
benefit under this Plan in violation of this Section VI.4 shall be null and
void.

         VI.5 Amendment, Modification, Suspension or Termination. The Board 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 no amendment, modification or termination shall, without the
consent of the Participant, impair the rights of any Participant to the balance
in such Participant's Deferred Interest Bearing Account or Stock Account or the
amount of interest accrued thereon as of the date of such amendment,
modification or termination. The Board may at any time and from time to time
delegate to the Committee any or all of this authority under this Section VI.5.

         VI.6 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.

         VI.7 Effectiveness. 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).


                                      -9-