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                                                                    EXHIBIT 10.6
                                   CONOCO INC.
                           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 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" means, 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 October 19, 2000) such
         securities or otherwise has the right to vote or dispose of such
         securities, including pursuant to any agreement, arrangement or
         understanding (whether or not in writing); provided, however, that a
         Person shall not be deemed the "Beneficial Owner" of, or to
         "beneficially



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         own," any security under this subsection (a) as a result of an
         agreement, arrangement or understanding to vote such security if such
         agreement, arrangement or understanding: (i) arises solely from a
         revocable proxy or consent given in response to a public (i.e., not
         including a solicitation exempted by Rule 14a-2(b)(2) of the General
         Rules and Regulations under the Exchange Act) proxy or consent
         solicitation made pursuant to, and in accordance with, the applicable
         provisions of the General Rules and Regulations under the Exchange Act
         and (ii) is not then reportable by such Person on Schedule 13D under
         the Exchange Act (or any comparable or successor report);

                  (b) such Person or any of such Person's Affiliates and
         Associates, directly or indirectly, has the right or obligation to
         acquire such securities (whether such right or obligation is
         exercisable or effective immediately or only after the passage of time
         or the occurrence of an event) pursuant to any agreement, arrangement
         or understanding (whether or not in writing) or upon the exercise of
         conversion rights, exchange rights, other rights, warrants or options,
         or otherwise; provided, however, that a Person shall not be deemed the
         Beneficial Owner of, or to "beneficially own," (i) securities tendered
         pursuant to a tender or exchange offer made by such Person or any of
         such Person's Affiliates or Associates until such tendered securities
         are accepted for purchase or exchange or (ii) securities issuable upon
         exercise of Exempt Rights; or

                  (c) such Person or any of such Person's Affiliates or
         Associates (i) has any agreement, arrangement or understanding (whether
         or not in writing) with any other Person (or any Affiliate or Associate
         thereof) that beneficially owns such securities for the purpose of
         acquiring, holding, voting (except as set forth in the proviso to
         subsection (a) of this definition) or disposing of such securities or
         (ii) is a member of a group (as that term is used in Rule 13d-5(b) of
         the General Rules and Regulations under the Exchange Act) that includes
         any other Person that beneficially owns such securities;

provided, however, that nothing in this definition shall cause a Person engaged
in business as an underwriter of securities to be the Beneficial Owner of, or to
"beneficially own," any securities acquired through such Person's participation
in good faith in a firm commitment underwriting until the expiration of 40 days
after the date of such acquisition. For purposes hereof, "voting" a security
shall include voting, granting a proxy, consenting or making a request or demand
relating to corporate action (including, without limitation, a demand for a
stockholder list, to call a stockholder meeting or to inspect corporate books
and records) or otherwise giving an authorization (within the meaning of Section
14(a) of the Exchange Act) in respect of such security.

         The terms "beneficially own" and "beneficially owning" have meanings
that are correlative to this definition of the term "Beneficial Owner."

1.4 "Board" means the Board of Directors of the Company.

1.5 "Cause" means (i) the willful and continued failure by the Eligible Employee
to substantially perform the Eligible Employee's duties with the Employer (other
than any such failure resulting from



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the Eligible Employee's incapacity due to physical or mental illness), or (ii)
the willful engaging, not in good faith, by the Eligible Employee in conduct
which is demonstrably injurious to the Company or its subsidiaries, monetarily
or otherwise.

1.6 "Change in Control" means any of the following occurring on or after October
19, 2000:

                  (a) any Person (other than an Exempt Person) shall become the
         Beneficial Owner of 20% or more of the shares of Common Stock then
         outstanding or 20% or more of the combined voting power of the Voting
         Stock of the Company then outstanding; provided, however, that no
         Change of Control shall be deemed to occur for purposes of this
         subsection (a) if such Person shall become a Beneficial Owner of 20% or
         more of the shares of Common Stock or 20% or more of the combined
         voting power of the Voting Stock of the Company solely as a result of
         (i) an Exempt Transaction or (ii) an acquisition by a Person pursuant
         to a reorganization, merger or consolidation, if, following such
         reorganization, merger or consolidation, the conditions described in
         clauses (i), (ii) and (iii) of subsection (c) of this definition are
         satisfied;

                  (b) individuals who, as of October 19, 2000, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided, however, that any individual
         becoming a director subsequent to October 19, 2000 whose election, or
         nomination for election by the Company's shareholders, was approved by
         a vote of at least a majority of the directors then comprising the
         Incumbent Board shall be considered as though such individual were a
         member of the Incumbent Board; provided, further, that there shall be
         excluded, for this purpose, any such individual whose initial
         assumption of office occurs as a result of any actual or threatened
         election contest that is subject to the provisions of Rule 14a-11 of
         the General Rules and Regulations under the Exchange Act;

                  (c) the shareholders of the Company shall approve a
         reorganization, merger or consolidation, in each case, unless,
         following such reorganization, merger or consolidation, (i) more than
         70% of the then outstanding shares of common stock of the corporation
         resulting from such reorganization, merger or consolidation and the
         combined voting power of the then outstanding Voting Stock of such
         corporation beneficially owned, directly or indirectly, by all or
         substantially all of the Persons who were the Beneficial Owners of the
         outstanding Common Stock immediately prior to such reorganization,
         merger or consolidation in substantially the same proportions as their
         ownership, immediately prior to such reorganization, merger or
         consolidation, of the outstanding Common Stock, (ii) no Person
         (excluding any Exempt Person or any Person beneficially owning,
         immediately prior to such reorganization, merger or consolidation,
         directly or indirectly, 20% or more of the Common Stock then
         outstanding or 20% or more of the combined voting power of the Voting
         Stock of the Company then outstanding) beneficially owns, directly or
         indirectly, 20% or more of the then outstanding shares of common stock
         of the corporation resulting from such reorganization, merger or
         consolidation or the combined voting power of the then outstanding
         Voting Stock of such corporation and (iii) at least a majority of the
         members of



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         the board of directors of the corporation resulting from such
         reorganization, merger or consolidation were members of the Incumbent
         Board at the time of the execution of the initial agreement or initial
         action by the Board providing for such reorganization, merger or
         consolidation; or

                  (d) the shareholders of the Company shall approve (i) a
         complete liquidation or dissolution of the Company unless such
         liquidation or dissolution is approved as part of a plan of liquidation
         and dissolution involving a sale or disposition of all or substantially
         all of the assets of the Company to a corporation with respect to
         which, following such sale or other disposition, all of the
         requirements of clauses (ii)(A), (B) and (C) of this subsection (d) are
         satisfied, or (ii) the sale or other disposition of all or
         substantially all of the assets of the Company, other than to a
         corporation, with respect to which, following such sale or other
         disposition, (A) more than 70% of the then outstanding shares of common
         stock of such corporation and the combined voting power of the Voting
         Stock of such corporation is then beneficially owned, directly or
         indirectly, by all or substantially all of the Persons who were the
         Beneficial Owners of the outstanding Common Stock immediately prior to
         such sale or other disposition in substantially the same proportion as
         their ownership, immediately prior to such sale or other disposition,
         of the outstanding Common Stock, (B) no Person (excluding any Exempt
         Person and any Person beneficially owning, immediately prior to such
         sale or other disposition, directly or indirectly, 20% or more of the
         Common Stock then outstanding or 20% or more of the combined voting
         power of the Voting Stock of the Company then outstanding) beneficially
         owns, directly or indirectly, 20% or more of the then outstanding
         shares of common stock of such corporation and the combined voting
         power of the then outstanding Voting Stock of such corporation and (C)
         at least a majority of the members of the board of directors of such
         corporation were members of the Incumbent Board at the time of the
         execution of the initial agreement or initial action of the Board
         providing for such sale or other disposition of assets of the Company.

1.7 "Code" means the Internal Revenue Code of 1986, as it may be amended from
time to time.

1.8 "Common Stock" means the common stock, par value $.01 per share, of the
Company.

1.9 "Company" means Conoco, Inc. or any successors thereto.

1.10 "Credited Compensation" means the aggregate of annual base salary, plus
annual incentive compensation, plus an option-based amount, each as further
described below. For purposes of this definition, (a) annual base salary shall
be determined immediately prior to the Severance Date (without regard to any
reductions therein which constitute Good Reason), (b) annual incentive
compensation shall be deemed to equal the annual incentive compensation earned
by such employee pursuant to the annual bonus or incentive plan maintained by
the Company in respect of the fiscal year ending immediately prior to such
employee's Severance Date and (c) the option-based amount shall be an amount
equal to 1/3 of the aggregate grant price of the guideline stock option award
applicable in the most recent annual periodic grant to employees in the salary
grade level assigned to the Severed Employee on the day prior to the Severance
Date, without regard to any reduction in



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salary grade level which gives rise to Good Reason, where the aggregate grant
price is the option award grant price multiplied by the number of shares of
Common Stock subject to the award.

1.11 "Eligible Employee" means any employee that is a Tier 1A Employee, a Tier
1B Employee or a Tier 2 Employee.

1.12 "Employer" means the Company or any of its subsidiaries.

1.13 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

1.14 "Excise Tax" means any excise tax imposed under Section 4999 of the Code.

1.15 "Exempt Person" means any of the Company, any subsidiary of the Company,
any employee benefit plan of the Company or any subsidiary of the Company, and
any Person organized, appointed or established by the Company for or pursuant to
the terms of any such plan.

1.16 "Exempt Rights" means any rights to purchase shares of Common Stock or
other Voting Stock of the Company if at the time of the issuance thereof such
rights are not separable from such Common Stock or other Voting Stock (i.e., are
not transferable otherwise than in connection with a transfer of the underlying
Common Stock or other Voting Stock), except upon the occurrence of a
contingency, whether such rights exist as of October 19, 2000 or are thereafter
issued by the Company as a dividend on shares of Common Stock or other Voting
Securities or otherwise.

1.17 "Exempt Transaction" means an increase in the percentage of the outstanding
shares of Common Stock or the percentage of the combined voting power of the
outstanding Voting Stock of the Company beneficially owned by any Person solely
as a result of a reduction in the number of shares of Common Stock then
outstanding due to the repurchase of Common Stock or Voting Stock by the
Company, unless and until such time as (a) such Person or any Affiliate or
Associate of such Person shall purchase or otherwise become the Beneficial Owner
of additional shares of Common Stock constituting 1% or more of the then
outstanding shares of Common Stock or additional Voting Stock representing 1% or
more of the combined voting power of the then outstanding Voting Stock, or (b)
any other Person (or Persons) who is (or collectively are) the Beneficial Owner
of shares of Common Stock constituting 1% or more of the then outstanding shares
of Common Stock or Voting Stock representing 1% or more of the combined voting
power of the then outstanding Voting Stock shall become an Affiliate or
Associate of such Person.

1.18 "Good Reason" means the occurrence, on or after the date of a Change in
Control or prior to a Change in Control under the circumstances described in
clause (x) or (y) of the third sentence of the definition of "Severance"
contained in this Section 1 (treating all references in paragraphs (i) through
(iii) below to a "Change in Control" as references to a "Potential Change in
Control"), and without the Eligible Employee's written consent, of (i) the
assignment to the Eligible Employee of duties in the aggregate that are
inconsistent with the Eligible Employee's level of responsibility immediately
prior to the date of the Change in Control or any diminution in the nature or
status of the Eligible Employee's responsibilities from those in effect
immediately prior to the date of the



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Change in Control; (ii) a reduction by the Company in the Eligible Employee's
annual base salary or any adverse change in the Eligible Employee's aggregate
annual and long term incentive compensation opportunity from that in effect
immediately prior to the Change in Control which change is not pursuant to a
program applicable to all comparably situated executives of the Company; or
(iii) the relocation of the Eligible Employee's principal place of employment to
a location more than 35 miles from the Eligible Employee's principal place of
employment immediately prior to the date of the Change in Control.

1.19 "Gross-Up Payment" has the meaning set forth in Section 2.4 hereof.

1.20 "Person" means any individual, firm, corporation, partnership, association,
trust, unincorporated organization or other entity.

1.21 "Plan" means the Conoco Inc. Key Employee Severance Plan, as set forth
herein, as it may be amended from time to time.

1.22 "Plan Administrator" means the person or persons appointed from time to
time by the Board which appointment may be revoked at any time by the Board.

1.23 A "Potential Change in Control" shall be deemed to have occurred if:

                  (a) the Company enters into a written agreement, the
         consummation of which would result in the occurrence of a Change in
         Control; or

                  (b) any Person (including the Company) publicly announces an
         intention to take or to consider taking actions which if consummated
         would constitute a Change in Control.

1.24 "Public Offering" means the initial sale of common equity securities of the
Company pursuant to an effective registration statement (other than a
registration on Form S-4 or S-8 or any successor or similar forms) filed under
the Securities Act of 1933.

1.25 "Retirement Plans" means the Retirement Plan of Conoco Inc., and the
Retirement Restoration Plan I of Conoco Inc.

1.26 "Severance" means the termination of an Eligible Employee's employment with
the Employer (a) on or within two years following the date of a Change in
Control, (i) by the Employer other than for Cause, or (ii) by the Eligible
Employee for Good Reason, or (b) with respect to Tier 1A Employees only, by the
Employee or the Employer for any reason, including Cause, during the 30-day
period commencing on the first anniversary of the date of the Change in Control.
An Eligible Employee will not be considered to have incurred a Severance if his
employment is discontinued by reason of the Eligible Employee's death or a
physical or mental condition causing such Eligible Employee's inability to
substantially perform his duties with the Employer and entitling him or her to
benefits under any long-term sick pay or disability income policy or program of
the Employer. For purposes of this Plan, the Eligible Employee's employment
shall be deemed to have been



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terminated following a Change in Control by the Employer without Cause or by the
Eligible Employee with Good Reason, if (x) the Eligible Employee's employment is
terminated by the Employer without Cause following a Potential Change in Control
and prior to a Change in Control (whether or not a Change in Control ever
occurs) and such termination was at the request or direction of a Person (a) who
has entered into a written agreement with the Company or an Affiliate of the
Company the consummation of which would constitute a Change in Control or (b)
who is described in Section 1.23(b), other than the Company, or (y) the Eligible
Employee terminates his employment for Good Reason following a Potential Change
in Control and prior to a Change in Control (whether or not a Change in Control
ever occurs) and the circumstance or event which constitutes Good Reason occurs
at the request or direction of such Person. Notwithstanding anything herein to
the contrary, Good Reason shall not be deemed to have occurred unless the
Company shall have been given (1) written notice of the Eligible Employee's
assertion that an event constituting Good Reason has occurred, which notice
shall be given not less than 30 days prior to the Severance Date to which such
notice relates, and (2) a reasonable opportunity to cure such occurrence during
such 30-day period.

1.27 "Severance Date" means the date on which an Eligible Employee incurs a
Severance.

1.28 "Severance Pay" means the payment determined pursuant to Section 2.1
hereof.

1.29 "Severed Employee" means an Eligible Employee who has incurred a Severance.

1.30 "Tier 1A Employee" means any employee of the Employer who is an Executive
Vice President of the Company on his or her Severance Date (without regard to
any change in employment designation which gives rise to Good Reason).

1.31 "Tier 1B Employee" means any employee of the Employer who is not a Tier 1A
Employee and who is in a salary grade level 10 or higher on his or her Severance
Date (without regard to any reduction in salary grade level or change in
employment designation which gives rise to Good Reason).

1.32 "Tier 2 Employee" means any employee of the Employer who is in salary grade
level 8, 8A, 9 or 9A on his or her Severance Date and who has been designated
for participation in the Plan as a Tier 2 Employee by the Compensation Committee
of the Company or by the Chief Executive Officer of the Company, provided that
the number of Tier 2 Employees designated by the Chief Executive Officer shall
not exceed 25.

1.33 "Voting Stock" means, with respect to a corporation, all securities of such
corporation of any class or series that are entitled to vote generally in the
election of directors of such corporation (excluding any class or series that
would be entitled so to vote by reason of the occurrence of any contingency, so
long as such contingency has not occurred).




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SECTION 2.  BENEFITS.

2.1 Subject to Section 2.9, each Severed Employee shall be entitled to receive
Severance Pay equal to the sum of (a) and (b). For this purpose, (a) is the
Severed Employee's Credited Compensation, multiplied by (i) 3, in the case of a
Tier 1A Employee, (ii) 2, in the case of a Tier 1B Employee and (iii) 1.5, in
the case of a Tier 2 Employee and (b) is the present value, determined as of the
Severed Employee's Severance Date, of the increase in benefits under the
Retirement Plans that would result if the Severed Employee was credited with the
following number of additional years of age and service under the Retirement
Plans: (i) 3, in the case of a Tier 1A Employee, (ii) 2, in the case of a Tier
1B Employee and (iii) 1.5, in the case of a Tier 2 Employee. Present value shall
be determined based on the assumptions utilized under the Retirement Plan of
Conoco Inc. for purposes of determining contributions under Code Section 412 for
the most recently completed plan year.

2.2 Severance Pay (as well as any amount payable pursuant to Section 2.6 hereof)
shall be paid to an eligible Severed Employee in a cash lump sum, as soon as
practicable following the Severance Date, but in no event later than 5 business
days immediately following the Company's receipt of the Severed Employee's
release, described in Section 2.9.

2.3 Subject to Section 2.9, for a period of 36 months immediately following the
Severance Date, the Company shall arrange to provide the Severed Employee and
his dependents life, accident and health insurance benefits substantially
similar to those provided to the Severed Employee and his dependents immediately
prior to the Severance Date, at no greater cost to the Severed Employee than the
cost to the Severed Employee immediately prior to such date. Benefits otherwise
receivable by the Severed Employee pursuant to this Section 2.3 shall be reduced
to the extent benefits of the same type are received by or made available to the
Severed Employee during the applicable period from another employer (and any
such benefits received by or made available to the Severed Employee shall be
reported to the Company by the Severed Employee).

2.4 Subject to Section 2.9, any of the payments or benefits received or to be
received by a Severed Employee in connection with the Change in Control or his
termination of employment (whether pursuant to the terms of this Plan or any
other plan, arrangement or agreement) (such payments or benefits, excluding the
Gross-Up Payment, being hereinafter referred to as the "Total Payments") will be
subject to the Excise Tax, the Company shall pay to the Severed Employee an
additional amount (the "Gross-Up Payment") such that the net amount retained by
the Severed Employee, after deduction of any Excise Tax on the Total Payments
and any federal, state and local income and employment taxes and Excise Tax upon
the Gross-Up Payment, shall be equal to the Total Payments. The Gross-Up
Payment, if any, shall be paid to an eligible Severed Employee in a cash lump
sum, as soon as practicable following the Severance Date, but, in any event, not
later than 10 business days immediately following the expiration of the
revocation period, if any, applicable to the Severed Employee's release,
described in Section 2.9.

2.5 In the event that the Excise Tax is finally determined to be less than the
amount taken into account hereunder in calculating the Gross-Up Payment, the
Severed Employee shall repay to the



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Company, within five business days following the time that the amount of such
reduction in the Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction, plus interest on the amount of such
repayment at 120% of the semiannual compounding short term Applicable Federal
Rate published with respect to the month in which occurs the Severance Date. In
the event that the Excise Tax is determined to exceed the amount taken into
account hereunder in calculating the Gross-Up Payment (including by reason of
any payment the existence or amount of which cannot be determined at the time of
the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or additions payable by the
Severed Employee with respect to such excess) within five business days
following the time that the amount of such excess is finally determined. The
Severed Employee shall notify the Company immediately of the assertion by any
taxing authority of any underpayment of tax. The Severed Employee and the
Company shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments and in resolving any
dispute with any taxing authority regarding any asserted underpayment of Excise
Tax.

2.6 Each Severed Employee shall be entitled to receive the employee's full
salary through the Severance Date and, subject to Section 2.9 but
notwithstanding any provision of the Company's annual incentive plan to the
contrary, a cash lump sum amount equal to a pro rata portion to the Severance
Date of the aggregate value of the annual incentive compensation award to such
Severed Employee for the then uncompleted fiscal year under such plan,
calculated by multiplying the award earned by the Severed Employee during the
most recently completed fiscal year, by the fraction obtained by dividing the
number of full months and any fractional portion of a month during said fiscal
year through the Severance Date by 12.

2.7 The Company will pay to each Eligible Employee all reasonable legal fees and
expenses incurred by such Eligible Employee in pursuing any claim under the
Plan, which claim is successful in any part.

2.8 The Company shall be entitled to withhold from amounts to be paid to the
Severed Employee hereunder any federal, state or local withholding or other
taxes or charges which it is from time to time required to withhold.

2.9 No Severed Employee shall be eligible to receive Severance Pay or other
benefits under the Plan unless he or she first executes a written release
substantially in the form attached as Exhibit A hereto, (or, if the Severed
Employee was not a United States employee, a similar release which is in
accordance with the applicable laws in the relevant jurisdiction).




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SECTION 3.  PLAN ADMINISTRATION.

3.1 The Plan Administrator shall administer the Plan and may interpret the Plan,
prescribe, amend and rescind rules and regulations under the Plan and make all
other determinations necessary or advisable for the administration of the Plan,
subject to all of the provisions of the Plan.

3.2 In the event of a claim by an Eligible Employee as to the amount or timing
of any payment or benefit, such Eligible Employee shall present the reason for
his or her claim in writing to the Plan Administrator. The Plan Administrator
shall, within 14 days after receipt of such written claim, send a written
notification to the Eligible Employee as to its disposition. Except as provided
in the preceding portion of this Section 3.2, all disputes under this Plan shall
be settled exclusively by binding arbitration in Houston, Texas, in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction.

3.3 The Plan Administrator may delegate any of its duties hereunder to such
person or persons from time to time as it may designate.

3.4 The Plan Administrator is empowered, on behalf of the Plan, to engage
accountants, legal counsel and such other personnel as it deems necessary or
advisable to assist it in the performance of its duties under the Plan. The
functions of any such persons engaged by the Plan Administrator shall be limited
to the specified services and duties for which they are engaged, and such
persons shall have no other duties, obligations or responsibilities under the
Plan. Such persons shall exercise no discretionary authority or discretionary
control respecting the management of the Plan. All reasonable expenses thereof
shall be borne by the Employer.

SECTION 4.  PLAN TERM; AMENDMENT.

         This amended and restated Plan shall be effective as of October 8,
2001. Subject only to the limitations set forth in this Section 4, the Plan may
be amended or terminated by the Board at any time. Notwithstanding the
foregoing, prior to October 19, 2005 (or, if later, the third anniversary of a
Change in Control should that Change in Control occur on or before October 19,
2005), (a) the Plan may not be amended or terminated if such amendment would be
adverse to the interests of any Eligible Employee, without such Eligible
Employee's written consent, and (b) an Eligible Employee who has been designated
as a Tier 2 Employee may not lose such designation if such loss of designation
would be adverse to the interests of that Eligible Employee, without such
Eligible Employee's written consent.




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<PAGE>

SECTION 5.  GENERAL PROVISIONS.

5.1 Except as otherwise provided herein or by law, no right or interest of any
Eligible Employee under the Plan shall be assignable or transferable, in whole
or in part, either directly or by operation of law or otherwise, including
without limitation by execution, levy, garnishment, attachment, pledge or in any
manner; no attempted assignment or transfer thereof shall be effective; and no
right or interest of any Eligible Employee under the Plan shall be liable for,
or subject to, any obligation or liability of such Eligible Employee. When a
payment is due under this Plan to a Severed Employee who is unable to care for
his or her affairs, payment may be made directly to his or her legal guardian or
personal representative.

5.2 If the Company is obligated by law or by contract to pay severance pay, a
termination indemnity, notice pay, or the like, or if the Company is obligated
by law to provide advance notice of separation ("Notice Period"), then any
Severance Pay hereunder shall be reduced by the amount of any such severance
pay, termination indemnity, notice pay or the like, as applicable, and by the
amount of any compensation received during any Notice Period.

5.3 Neither the establishment of the Plan, nor any modification thereof, nor the
creation of any fund, trust or account, nor the payment of any benefits shall be
construed as giving any Eligible Employee, or any person whomsoever, the right
to be retained in the service of the Employer, and all Eligible Employees shall
remain subject to discharge to the same extent as if the Plan had never been
adopted.

5.4 If any provision of this Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions hereof, and
this Plan shall be construed and enforced as if such provisions had not been
included.

5.5 This Plan shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties, including each Eligible Employee, present
and future, and any successor to the Employer.

5.6 The headings and captions herein are provided for reference and convenience
only, shall not be considered part of the Plan, and shall not be employed in the
construction of the Plan.

5.7 The Plan shall not be funded. No Eligible Employee shall have any right to,
or interest in, any assets of any Employer which may be applied by the Employer
to the payment of benefits or other rights under this Plan.

5.8 Any notice or other communication required or permitted pursuant to the
terms hereof shall have been duly given when delivered or mailed by United
States Mail, first-class, postage prepaid, addressed to the intended recipient
at his, her or its last known address.

5.9 This Plan shall be construed and enforced according to the laws of the State
of Delaware.




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<PAGE>
                                                                       Exhibit A

                          WAIVER AND RELEASE OF CLAIMS

        In consideration of, and subject to, the payments to be made to me by
Conoco Inc., a Delaware corporation (the "Company") or any of its subsidiaries,
pursuant to the Conoco Inc. Key Employee Severance Plan (the "Plan"), which I
acknowledge that I would not otherwise be entitled to receive, I hereby waive
any claims I may have for employment or re-employment by the Company or any
subsidiary or parent of the Company after the date hereof, and I further agree
to and do release and forever discharge the Company or any subsidiary or parent
of the Company, and their respective past and present officers, directors,
shareholders, employees and agents from any and all claims and causes of action,
known or unknown, arising out of or relating to my employment with the Company
or any subsidiary or parent of the Company, or the termination thereof,
including, but not limited to, wrongful discharge, breach of contract, tort,
fraud, the Civil Rights Acts, Age Discrimination in Employment Act, Employee
Retirement Income Security Act, Americans with Disabilities Act, or any other
federal, state or local legislation or common law relating to employment or
discrimination in employment or otherwise.

        Notwithstanding the foregoing or any other provision hereof, nothing in
this Waiver and Release of Claims shall adversely affect (i) my rights under the
Plan; (ii) my rights to benefits other than severance benefits under plans,
programs and arrangements of the Company or any subsidiary or parent of the
Company which are accrued but unpaid as of the date of my termination; or (iii)
my rights to indemnification under any indemnification agreement, applicable law
and the certificates of incorporation and bylaws of the Company and any
subsidiary or parent of the Company, and my rights under any director's and
officers' liability insurance policy covering me.

        I acknowledge that I have signed this Waiver and Release of Claims
voluntarily, knowingly, of my own free will and without reservation or duress
and that no promises or representations have been made to me by any person to
induce me to do so other than the promise of payment set forth in the first
paragraph above and the Company's acknowledgement of my rights reserved under
the second paragraph above.


Signature:_____________________________             Dated:______________




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