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                                                                   Exhibit 10.32


                                   CONOCO INC.
                         DIRECTORS' CHARITABLE GIFT PLAN

1.    PURPOSE OF THE PLAN

      The purpose of the Directors' Charitable Gift Plan (the "Plan") is to
      acknowledge the service of members of the Board of Directors (the "Board")
      of Conoco Inc. (the "Company"); recognize the mutual interest of the
      Company and its Directors in support of eligible educational and
      charitable organizations; and enhance the Directors' total compensation
      package.

      Each eligible Director of the Company will recommend that the Company make
      a donation of up to $1,000,000 to the eligible tax-exempt organization(s)
      (the "Organization(s)") designated by the Director. The donation will be
      made in the Director's name in five equal annual installments, with the
      first installment to be made as soon as practicable after the death of the
      Director or former Director.

2.    ELIGIBILITY

      Each member of the Board of Directors who serves for a minimum of one year
      shall be eligible to participate in the Plan. The Plan will not be
      effective for a Director until he or she completes all required enrollment
      procedures for the Plan.

3.    DIRECTOR'S RECOMMENDATION

      Each eligible Director shall make a written recommendation to the Company,
      on a form approved by the Company for this purpose, designating the
      Organization(s) which he or she intends to be the recipient(s) of the
      Company's donation to be made in the Director's name. A Director may
      revise or revoke such recommendation prior to his or her death by signing
      a new recommendation form and submitting it to the Company.

4.    ORGANIZATIONS

      In order to be eligible to a receive a donation, an Organization must
      initially, and at the time a donation is to be made in whole or in part,
      qualify to receive tax-deductible donations under the Internal Revenue
      Code and be reviewed and approved by the Company. An Organization will be
      approved by the Company unless it determines, in the exercise of good
      faith judgment, that a donation to the Organization would be detrimental
      to the best interests of the Company. Private foundations are not eligible
      to receive donations under the Plan.

      Non-U.S. Directors may designate qualified educational and charitable
      organizations in their countries of citizenship, provided that each
      designated organization has a tax exempt status that is similar to
      comparable U.S.-based organizations under section 501(c)(3) of the
      Internal Revenue Code.

5.    AMOUNT AND TIMING OF DONATION

      Each Director may recommend one Organization to receive a Company donation
      of $1,000,000, or two or more Organizations to receive donations
      aggregating $1,000,000. Each Organization must


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      be recommended to receive a donation of at least $100,000. The donation
      will be made by the Company in five equal annual installments, with the
      first installment to be made as soon as practicable after the death of the
      Director or former Director. If a Director recommends more than one
      Organization to receive a donation, each will receive a prorated portion
      of each annual installment. Each annual installment payment will be
      divided among the Organizations in the same proportion as the total
      donation amount has been allocated among the Organizations by the
      Director.

6.    VESTING

      Each Director will be fully vested in the Plan upon completion of one year
      of service as a Director.

      The Board has authority not to make a donation if it determines that a
      Former Director has willfully engaged in activity which is harmful to the
      Company's interest.

7.    FUNDING AND PLAN ASSETS

      The Company may fund the Plan, or it may choose not to fund the Plan. If
      the Company elects to fund the Plan in any manner, neither the Directors
      nor their recommended Organization(s) shall have any rights or interests
      in any assets of the Company identified for such purpose. Nothing
      contained in the Plan shall create, or be deemed to create, a trust,
      actual or constructive, for the benefit of a Director or any organization
      recommended by a Director to receive a donation, or shall give, or be
      deemed to give, any Director or recommended Organization any interest in
      any assets of the Plan or the Company. If the Company elects to fund the
      Plan through life insurance policies, a participating Director agrees to
      cooperate and fulfill the enrollment requirements necessary to obtain
      insurance on his or her life.

8.    AMENDMENT OR TERMINATION

      The Board of Directors may amend, suspend, or terminate this Plan at any
      time without the consent of the Directors or former Directors
      participating in the Plan.

9.    ADMINISTRATION

      Except as otherwise specifically provided, the Plan shall be administered
      by the Company. The Company's determination with respect to any questions
      arising as to interpretation of the Plan shall be final, conclusive, and
      binding on all interested parties.

Amended by Board Resolution
July 16, 2002


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