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                                                                   Exhibit 10.31


                              AMENDED AND RESTATED
                                   CONOCO INC.
                   SALARY DEFERRAL & SAVINGS RESTORATION PLAN

I.    PURPOSE

      The purpose of the Salary Deferral & Savings Restoration Plan (Plan) is to
      provide eligible employees with the opportunity to defer, until
      termination of employment, receipt of salary that, because of compensation
      limits imposed by law, is ineligible to be considered in calculating
      benefits within the Company's tax-qualified defined contribution plans and
      thereby recover benefits lost because of that restriction.

II.   ADMINISTRATION

      The administration of this Plan is vested in the Employee Benefit Plans
      Board (EBPB). The EBPB may adopt such rules as it may deem necessary for
      the proper administration of the Plan, and may appoint such persons or
      groups as may be judged necessary to assist in the administration of the
      Plan. The EBPB's decision in all matters involving the interpretation and
      application of this Plan shall be final. The EBPB shall have the
      discretionary right to determine eligibility for benefits hereunder and to
      construe the terms and conditions of this Plan.

III.  ELIGIBILITY

      An employee of the Company who is eligible to participate in the Thrift
      Plan for Employees of Conoco Inc. (the Thrift Plan) and whose annual base
      compensation exceeds the amount prescribed in Internal Revenue Code
      Section 401(a)(17) shall be eligible to participate in this Plan
      (hereinafter "Participant"). Participant shall also include any individual
      who continues to have a Participant Account under this Plan.

      For purposes of this Plan, the term "Company" means ConocoPhillips
      Services Inc., Conoco Pipe Line Inc., or Louisiana Gas Systems Inc. Prior
      to January 1, 2003, Company included Conoco Inc.

      Participation in this Plan is entirely voluntary.

IV.   PARTICIPANT ACCOUNTS

      A.    PARTICIPANT CONTRIBUTIONS

            A Participant may elect to defer receipt of a percentage of annual
            base compensation in excess of the amount prescribed in Internal
            Revenue Code Section 401 (a)( 17), and have the dollar equivalent of
            the deferral percentage credited to a Participant Account under this
            Plan. The deferral percentage elected under this Plan shall not
            exceed that allowed in total in the tax-qualified defined
            contribution plans of the Company in which (s)he participates.
            Except as provided below, such deferral election will be made prior
            to the beginning of each calendar year and will be irrevocable for
            that calendar year.

            For purposes of a Participant's first year of participation in this
            Plan, the compensation
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            deferral election must be made no later than 30 days prior to the
            first day of the month for which compensation is deferred and will
            be irrevocable for the remainder of that calendar year.

      B.    COMPANY CONTRIBUTIONS

            1.    To the extent that a Participant makes a deferral election
                  under the terms of subparagraph (A) above, the Company will
                  credit to that Participant's Account in this Plan an amount
                  equivalent to the Company matching contributions that would be
                  provided to that Participant under the terms of the Company's
                  tax-qualified defined contribution plans in which (s)he is
                  participating.

            2.    The Company will credit to the Participant's Account in this
                  Plan an amount equivalent to the value of the Semiannual
                  Allocation or Supplemental Allocation under the Stock Savings
                  Feature of the ConocoPhillips Savings Plan (the CPSP) as those
                  terms are used in the CPSP that would be provided to that
                  Participant on his or her annual base compensation in excess
                  of the amount prescribed in Internal Revenue Code Section 401
                  (a)(7) under the terms of the CPSP.

      C.    EARNINGS EQUIVALENTS

            Credits for Participant Contributions and Company Contributions
            shall be treated as having been invested in one or more of the
            investment options available in the Company's tax-qualified defined
            contribution plan in which (s)he is participating. Additional credit
            (or debit) amounts will be posted to the Participant's Account in
            this Plan based on the performance of those investment options.

            The Participant shall have the right to:

            I.    Designate which investment options are to be used in valuing
                  his/her Account under this Plan, subject to the rules
                  governing investment direction in the Thrift Plan; and/or

            2.    Change the designated investment options used in valuing
                  his/her Account under this Plan, subject to the rules
                  governing investment direction and/or transfers among funds in
                  the Thrift Plan.

      D.    CREDITS TO ACCOUNTS

            I.    Participant Contributions, Company Contributions, and Earnings
                  Equivalents shall be credited (or debited) to the
                  Participant's Account under this Plan as unfunded book entries
                  stated as cash balances, and will not be payable to a
                  Participant until such time as employment with the Company
                  terminates. The cash balances in Participant Accounts shall be
                  unfunded general obligations of the Company, and no
                  Participant shall have any claim to or security interest in
                  any asset of the Company on account thereof.

            2.    For each employee who was participating in the DuPont Salary
                  Deferral & Savings Restoration Plan (DuPont Plan) immediately
                  prior to January 1, 1999, an amount equivalent to Participant
                  Contributions, Company Contributions, and Earnings Equivalents
                  under the DuPont Plan credited (or debited) to the
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                  Participant's Account under the DuPont Plan shall be credited
                  to the Participant's Account under this Plan as unfunded book
                  entries stated as cash balances, and will not be payable to
                  such Participant until such time as employment with the
                  Company terminates. The cash balances in Participant Accounts
                  shall be unfunded general obligations of the Company and no
                  Participant shall have any claim to or security interest in
                  any asset of the Company on account thereof.

V.    VESTING

      Participant Contributions and Company Contributions and Earnings
      Equivalents shall be vested at the time such amounts are credited to the
      Participant's Account.

VI.   PAYMENT OF BENEFITS

      Amounts payable under this Plan shall be delivered in a cash lump sum as
      soon as practicable after termination of employment unless the Participant
      irrevocably elects under rules prescribed by the EBPB to receive payments
      in a series of annual installments. All payments under this Plan shall be
      made by, and all expenses of administering this Plan shall be borne by,
      the Company.

VII.  RIGHT TO MODIFY

      The Company reserves the right, at any time, to amend, suspend, terminate,
      change, or discontinue this Plan in its discretion by action of the Board
      of Directors or its delegee. Notwithstanding the preceding sentence, no
      such amendment, suspension, termination, discontinuation, or change shall
      deprive any person of his accrued benefit under the terms of the Plan or a
      lump sum distribution payable as soon as practicable upon termination of
      employment, including termination for retirement, with respect to his
      accrued benefit.

WITNESS MY HAND to this Conoco Inc. Salary Deferral & Savings Restoration Plan,
as restated effective January 1, 2003.

             /s/ Joseph C. High
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  Joseph C. High, Vice President, Human Resources