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                                                                    Exhibit 10.1


                                   CONOCO INC.
                           KEY EMPLOYEE SEVERANCE PLAN


                  The Company hereby adopts the Conoco Inc. Key Employee
Severance Plan for the benefit of certain employees of the Company and its
subsidiaries, on the terms and conditions hereinafter stated. 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" shall have the meaning ascribed to such term in Rule 12b-2 of
the General Rules and Regulations under the Exchange Act, as in effect on August
17, 1999.

1.2 "Associate" shall mean, 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" shall mean, 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 August 17, 1999) 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 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


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    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" shall 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 the Eligible Employee's incapacity due to
physical or mental illness), or


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(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" mean any of the following occurring on or after the
August 17, 1999:

         (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 August 17, 1999, 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 August 17, 1999 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


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    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 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" shall mean the Class A common stock, par value $.01 per
share, of the Company and the Class B common stock of the Company, par value
$.01 per share of the Company.

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


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1.10 "Eligible Employee" means any employee that is a Tier 1 Employee or a Tier
2 Employee. An Eligible Employee becomes a "Severed Employee" once he or she
incurs a Severance.

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

1.12 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

1.13 "Excise Tax" shall mean any excise tax imposed under section 4999 of the
Code.

1.14 "Exempt Person" shall mean 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.

1.15 "Exempt Rights" shall mean 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 August 17, 1999 or are thereafter
issued by the Company as a dividend on shares of Common Stock or other Voting
Securities or otherwise.

1.16 "Exempt Transaction" shall mean 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.

1.17 "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
clauses (x) or (y) of the third sentence of Section 1.24 hereof (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


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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 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 thirty-five
(35) miles from the Eligible Employee's principal place of employment
immediately prior to the date of the Change in Control.

1.18 "Gross-Up Payment" shall have the meaning set forth in Section 2.4 hereof.

1.19 "Person" shall mean any individual, firm, corporation, partnership,
association, trust, unincorporated organization or other entity.

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

1.21 "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.

1.22 "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.

1.23 "Public Offering" shall mean 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.

1.24 "Severance" means the termination of an Eligible Employee's employment with
the Employer on or within two years following the date of the Change in Control,
(i) by the Employer other than for Cause, or (ii) by the Eligible Employee for
Good Reason. 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, including,
without limitation, such condition entitling him or her to benefits under any
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
terminated following a


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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 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 (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.

1.25 "Severance Date" means the date on or after the date of the Change in
Control on which an Eligible Employee incurs a Severance.

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

1.27 "Tier 1 Employee" means any employee of the Employer listed on Schedule A
attached hereto.

1.28 "Tier 2 Employee" means any employee of the Employer listed on Schedule B
attached hereto.

1.29 "Voting Stock" shall mean, 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 Each Tier 1 Employee and Tier 2 Employee who incurs a Severance shall be
entitled to receive Severance Pay equal to the sum of his or her annual base
salary and annual incentive compensation, multiplied by (i) 3, in the case of a
Tier 1 Employee and (ii) 2, in the case of a Tier 2 Employee. For purposes of
this Section, annual base salary shall be determined immediately prior to the
Severance Date (without regard to any reductions therein which constitute Good
Reason) and 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. The Severance Pay shall be
in lieu of any payments or benefits which may otherwise be payable to the
Severed Employee pursuant to any severance plan, policy or program of the
Company.

2.2 Severance Pay (as well as any amount payable pursuant to Section 2.5 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 10 business
days immediately following the expiration of the revocation period, if any,
applicable to the Severed Employee's release, described in Section 2.8.

2.3 For a period immediately following the Severance Date of (i) 36 months for
Tier 1 Employees and (ii) 24 months for Tier 2 Employees, the Company shall
arrange to provide the Eligible Employee and his dependents life, disability,
accident and health insurance benefits substantially similar to those provided
to the Eligible Employee and his dependents immediately prior to the Severance
Date, at no greater cost to the Eligible Employee than the cost to the Eligible
Employee immediately prior to such date. Benefits otherwise receivable by the
Eligible 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 Eligible
Employee during the applicable period (and any such benefits received by or made
available to the Eligible Employee shall be reported to the Company by the
Eligible Employee).

2.4 If a Severed Employee becomes entitled to Severance Pay, then if any of the
payments or benefits received or to be received by such 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


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days immediately following the expiration of the revocation period, if any,
applicable to the Severed Employee's release, described in Section 2.8.

         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 Company, within five (5) 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 (5) 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.

2.5 Each Tier 1 Employee and Tier 2 Employee who incurs a Severance shall be
entitled to receive the employee's full salary through the Severance Date and,
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 twelve.

2.6 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.

2.7 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.

2.8 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


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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).

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 fourteen (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.

         The Plan shall be effective as of May 10, 1998 and shall terminate on
the third anniversary thereof; provided, however, that if a Change in Control
shall have occurred on or prior to such third anniversary, the Plan shall
terminate no earlier than twenty-four (24) months beyond the month in which such
Change in Control occurred. The Plan may be amended by the Board.
Notwithstanding the foregoing, the Plan may not be amended, if such amendment
would be adverse to the interests of any Eligible Employee, without such
Eligible Employee's written consent. No Plan termination shall affect the rights
of any Eligible Employee under this Plan, without such Eligible Employee's
written consent. Notwithstanding anything to the contrary contained herein,
additional Eligible Employees may be added to Schedule A and Schedule B attached
hereto prior to a Public Offering by the Compensation Committee of E.I. du Pont
de Nemours and Company, and following a Public Offering by the Board.


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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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                                                                       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 Severance Agreement between the Company and me dated as of May
11, 1998 (the "Agreement"), 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
Agreement; (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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