PAGE 1


                              Registration Statement No. 33-00000
  -----------------------------------------------------------------
  -----------------------------------------------------------------

                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549
  -----------------------------------------------------------------

                              FORM S-8
                       REGISTRATION STATEMENT
                                UNDER
                     THE SECURITIES ACT OF 1933
  -----------------------------------------------------------------

                E. I. DU PONT DE NEMOURS AND COMPANY
       (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 1007 MARKET STREET
      DELAWARE     WILMINGTON, DELAWARE  19898         
51-0014090
   (STATE OR OTHER    (ADDRESS OF PRINCIPAL        (I.R.S. 
EMPLOYER
    JURISDICTION       EXECUTIVE OFFICES)              
IDENTIFICATION NO.)
 OF INCORPORATION OR
    ORGANIZATION)
                           --------------

                   SAVINGS AND INVESTMENT PLAN AND
                     SALARY DEFERRAL AND SAVINGS
                         RESTORATION PLAN OF
                E. I. DU PONT DE NEMOURS AND COMPANY
                     (FULL TITLES OF THE PLANS)

                           --------------

     CHARLES L. HENRY, SENIOR VICE PRESIDENT -- DU PONT FINANCE
                E. I. DU PONT DE NEMOURS AND COMPANY
                         1007 MARKET STREET
                     WILMINGTON, DELAWARE  19898
               (NAME AND ADDRESS OF AGENT FOR SERVICE)

    TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE:
                            302-774-1000
                           --------------

         APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES 
                       PURSUANT TO THE PLANS:
               From time to time after August 9, 1995
                           --------------
<PAGE>

                               PAGE 2

                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
------------------------------------------------------------------------
                                    PROPOSED     PROPOSED
                                    MAXIMUM      MAXIMUM
                      AMOUNT        OFFERING     AGGREGATE      AMOUNT OF
TITLE OF SECURITIES   TO BE         PRICE        OFFERING       REGISTRATION
TO BE REGISTERED      REGISTERED    PER SHARE    PRICE          FEE
------------------------------------------------------------------------
Common Stock<F1>      11,000,000<F2> $66.0625<F2>  726,275,000.00 $250,581.90
$.60 par value                                   
                         
                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The documents listed below, previously filed with the 
Securities and Exchange Commission, are incorporated by reference 
in this Registration Statement:

     (a)  DuPont's Annual Report on Form 10-K for the year
          ended December 31, 1994.

     (b)  DuPont's Quarterly Report on Form 10-Q for the 
          quarter ended March 31, 1995.

     (c)  DuPont's Current Reports on Form 8-K as filed on 
          January 25, 1995, April 7, 13, 24 and 27, 1995,
          June 15, 1995, and July 26, 1995.

     (d)  Savings and Investment Plan's Annual Report on Form 11-K 
          for the plan year ended September 30, 1994.

     All documents subsequently filed by DuPont or the Savings and 
Investment Plan of DuPont pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934, prior to the filing 
of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all such 
securities then remaining unsold, shall be deemed to be 
incorporated by reference in this Registration Statement and to be 
a part hereof from the date of filing of such documents.
[FN]
<F1>In addition, pursuant to Rule 416(c) under the Securities Act 
    of 1933, this registration statement also covers an 
    indeterminate amount of interests to be offered or sold 
    pursuant to the employee benefit plan(s) described herein.
<F2>The shares of Common Stock to be registered consist of shares 
    to be acquired by the Trustee pursuant to the operation of the 
    Savings and Investment Plan.  The aggregate offering price has 
    been calculated pursuant to Rule 457(c) by multiplying such 
    number of shares by the average of the high and low prices of 
    E. I. du Pont de Nemours and Company Common Stock as reported 
    on the New York Stock Exchange Composite Tape on August 3, 
    1995. 
                                II-1
<PAGE>

                               PAGE 3

Item 4.  Description of Securities

     Holders of DuPont Common Stock are entitled to receive 
dividends that may be declared by the Board of Directors of 
DuPont from surplus or net earnings, but not until all cumulative 
dividends on preferred stock shall have been declared and set 
apart for payment at the annual rates of $4.50 a share for the 
$4.50 Series and $3.50 a share for the $3.50 Series.  Holders of 
DuPont Common Stock have the right to vote on all questions to 
the exclusion of all other stockholders, except as otherwise 
expressly provided by law or unless DuPont shall be in default in 
the payment of dividends on preferred stock for a period of six 
months.  In the latter event, until accumulated and unpaid 
dividends on preferred stock of all series shall have been paid, 
the holders of the outstanding preferred stock shall have the 
exclusive right, voting separately and as a class, to elect two 
directors, or if the total number of directors of DuPont be only 
three, then only one director, at each meeting of stockholders 
held for the purpose of electing directors.


     On liquidation, dissolution, or winding up of DuPont, 
whether voluntary or involuntary, after payments have been made to 
holders of preferred stock, holders of DuPont Common Stock have 
the right to share ratably the remaining assets available for 
distribution.  In the event of voluntary liquidation, holders of 
preferred stock are entitled to accumulated dividends and $115 a 
share for the $4.50 Series and $107 a share for the $3.50 Series; 
in the event of involuntary liquidation, holders of both series 
are entitled to accumulated dividends and $100 a share.  Holders 
of DuPont Common Stock do not have any preemptive rights.

     Amounts deferred and credited to participants' accounts under 
the terms of the Salary Deferral and Savings Restoration Plan are 
treated as having been invested in one or more of the investment 
options available under the Savings and Investment Plan (as 
described therein and in the Summary Plan Description for the 
Savings and Investment Plan).  Credit or debit amounts are posted 
to the participants' accounts in the Salary Deferral and Savings 
Restoration Plan based on the performance of those investment 
options in the Savings and Investment Plan.  The balances in 
participants' accounts in the Salary Deferral and Savings 
Restoration Plan are unfunded general obligations of DuPont and no 
participant has any claim to or security interest in any asset of 
DuPont on account thereof.

Item 5.  Interests of Named Experts and Counsel

     The validity of the issue of DuPont Common Stock offered hereby 
has been passed on by Howard J. Rudge, Esq., Senior Vice President 
and General Counsel of DuPont.  Mr. Rudge beneficially owned as of 
August 7, 1995, 12,852.66 Shares of Common Stock of DuPont, and 
86,056 shares of which he has the right to acquire beneficial 
ownership within 60 days through the exercise of stock options 
awarded under DuPont's Stock Option Plan.

                                II-2
<PAGE>

                               PAGE 4

Item 6.  Indemnification of Directors and Officers

     Under provisions of the Bylaws of DuPont, each person who is 
or was a director or officer of DuPont shall be indemnified by 
DuPont to the full extent permitted or authorized by the General 
Corporation Law of Delaware against any liability, cost or expense 
asserted against such director or officer and incurred by such 
director or officer in any such person's capacity as director or 
officer, or arising out of any such person's status as a director 
or officer.  DuPont has purchased liability insurance policies 
covering its directors and officers to provide protection where 
DuPont cannot indemnify a director or officer.

Item 8.  Exhibits

     Exhibit
     Number                     Description
     -------                    -----------
     4(a)      DuPont's Certificate of Incorporation, effective
               December 22, 1989, defining the rights of the 
               holders of DuPont Common Stock, incorporated by 
               reference to Exhibit 3.1 of DuPont's Annual Report 
               on Form 10-K for the year ended December 31, 1994

     4(b)      Savings and Investment Plan and Salary Deferral and 
               Savings Restoration Plan of E. I. du Pont de Nemours 
               and Company  

     5         Opinion of Counsel

     23(a)     Consent of Independent Accountants

     23(b)     Consent of Howard J. Rudge, Esq. included in the 
               opinion filed as Exhibit 5 to this Registration
               Statement

     24        Powers of attorney authorizing certain officers to
               sign this registration statement and amendments
               thereto on behalf of officers and directors

     The registrant will submit or has submitted the Savings and 
Investment Plan of E. I. du Pont de Nemours and Company and any 
amendment thereto to the Internal Revenue Service ("IRS") in a 
timely manner and has made or will make all changes required by the 
IRS in order to qualify the plan.

Item 9.  S-K Item 512 Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales
     are being made, a post-effective amendment to this 
     registration statement.

                                 II-3
<PAGE>

                               PAGE 5

               (i)   To include any prospectus required by 
          section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or 
          events arising after the effective date of the 
          registration statement (or the most recent post-effective 
          amendment thereof) which, individually or in the 
          aggregate, represent a fundamental change in the 
          information set forth in the registration statement.

               (iii) To include any material information with 
          respect to the plan of distribution not previously 
          disclosed in the registration statement or any material
          change to such information in the registration statement;
          provided, however, that paragraphs (a)(1)(i) and 
          (a)(1)(ii) do not apply if the registration statement is 
          on Form S-3 or Form S-8 and the information required to be 
          included in a post-effective amendment by those paragraphs 
          is contained in periodic reports filed by the registrant 
          pursuant to section 13 or section 15(d) of the Securities 
          Exchange Act of 1934 that are incorporated by reference in 
          the registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the 
     initial bona fide offering thereof.

          (3)  To remove from registration by means of a 
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b)  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933 each filing of the registrant's annual report pursuant to 
section 13(a) or section 15(d) of the Securities Exchange Act of 
1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

(h)  Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the 

                                II-4
<PAGE>

                               PAGE 6

event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.

                             SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities 
Act of 1933, the registrant certifies that it has reasonable grounds 
to believe that it meets all of the requirements for filing on Form 
S-8 and has duly caused this registration statement to be signed on 
its behalf by the undersigned, thereunto duly authorized in the City 
of Wilmington, State of Delaware, on August 7, 1995.

                              E. I. DU PONT DE NEMOURS AND COMPANY

                              By 
                                   /s/ Charles L. Henry          
                                   -----------------------------
                                   Charles L. Henry, Senior Vice 
                                   President - DuPont Finance
                                   (Chief Financial Officer)

     Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed by the following 
persons in the capacities and on the date indicated.

[E. S. Woolard, Jr.   Chairman and Director
                        (Principal Executive 
                         Officer)
J. A. Krol            Vice Chairman and 
                         Director
C. S. Nicandros       Vice Chairman and
                         Director      By
                                            /s/ Charles E. Henry
                                            -----------------------
                                            Charles L. Henry
A. F. Brimmer         Director              Senior Vice President-
E. B. du Pont         Director              DuPont Finance
C. M. Harper          Director              (Principal Financial 
W. K. Reilly          Director              and Accounting Officer
H. R. Sharp, III      Director              and Attorney-In-Fact
C. M. Vest            Director]             for bracketed
                                            individuals)
                                            (August 7, 1995)

                                II-5
<PAGE>

                               PAGE 7
                                                  
                                       By  
                                            /s/ Howard J. Rudge
                                            ----------------------
                                            Howard J. Rudge
                                            Senior Vice President
                                            and General Counsel -
                                            DuPont Legal
                                            (Attorney-In-Fact for
                                            bracketed individuals)
                                            (August 7, 1995)

     Powers of attorney authorizing C. L. Henry and H. J. Rudge 
jointly, to sign the registration statement and amendments thereto 
on behalf of the above-named directors and officers are filed with 
the registration statement.

     The Plans.  Pursuant to the requirements of the Securities Act 
of 1933, the trustees (or other persons who administer the employee 
benefit plans) have duly caused this registration statement to be 
filed on behalf of the Plans by the undersigned, thereunto duly 
authorized, in the City of Wilmington, State of Delaware, on August 
8, 1995.


                              Savings and Investment Plan
                              and Salary Deferral and
                              Saving Restoration Plan of
                              E. I. du Pont de Nemours and Company
                                        (Plans)



                              By:  /s/ Steven A. Harrison        
                                  Steven A. Harrison
                                  Director - Compensation and Benefits
                                    DuPont Human Resources



















                                II-6
<PAGE>

                               PAGE 1



                          INDEX TO EXHIBITS


     Exhibit
     Number                     Description
     -------                    -----------
     4(a)      DuPont's Certificate of Incorporation, effective 
               December 22, 1989, defining the rights of the 
               holders of DuPont Common Stock, incorporated by 
               reference to Exhibit 3.1 of DuPont's Annual Report 
               on Form 10-K for the year ended December 31, 1994

     4(b)      Savings and Investment Plan and Salary Deferral and 
               Savings Restoration Plan of E. I. du Pont de Nemours 
               and Company

     5         Opinion of Counsel

     23(a)     Consent of Independent Accountants

     23(b)     Consent of Howard J. Rudge, Esq. included in the 
               opinion filed as Exhibit 5 to this Registration 
               Statement

     24        Powers of attorney authorizing certain officers to 
               sign this registration statement and amendments 
               thereto on behalf of officers and directors
<PAGE>

                                                   EXHIBIT 4(b)







                        SAVINGS AND INVESTMENT PLAN









                  Originally Adopted:  September 1, 1955

                     Last Amended - December 19, 1994

                       Effective - December 19, 1994






                   E. I. du Pont de Nemours and Company


<PAGE>

                         SIP LANGUAGE INDEX

                                                                 
PAGE
   I.   PURPOSE                                                1

  II.   ELIGIBILITY                                            1

 III.   ENROLLMENT                                             1

  IV.   AFTER-TAX AND BEFORE TAX AMOUNTS                       2

          1. Amount of After-Tax and Before-Tax Contributions  2

          2. Change in Amount of After-Tax and Before-Tax 
             Contributions                                     4

          3. Collection of After-Tax Contributions             4

          4. Voluntary Suspension of After-Tax and Before-Tax
             Contributions                                     5

   V.     COMPANY CONTRIBUTION                                 5

  VI.     INVESTMENT FUNDS                                     5

          1. Reserved                                          5

          2. Fund B - Fixed Income                             5

          3. Fund C - Family of Equity Mutual Funds            6

          4. Fund D - DuPont Company Common Stock              6

          5. Fund E - Three-Way Asset Allocation Funds         6

          6. Fund L - Loans                                    6

 VII.   INVESTMENT DIRECTION                                   6

          1. Investment of After-Tax Contributions             6

          2. Investment of Before-Tax Contributions            6

          3. Investment of Company Contribution                6

          4. Change in Investment Direction                    7

          5. Separate Accounting and Nonforfeitability         7

VIII.   FUND TRANSFERS                                        7

          1. Transfers Among Funds B, C, D and E              7

          2. Transfers to Fund L from Funds B, C, D and E     7

          3. Transfers to Funds B, C, D and E from Fund L     8

<PAGE>

  IX.   RESERVED                                               8

   X.   OPERATION OF FUNDS B, C AND E                          8

          1. Fund Investments                                  8

          2. Fund Valuation                                    9

          3. Fund Units or Shares                              9

  XI.   OPERATION OF FUND D                                   10

          1. Purchase of Company Common Stock                 10

          2. Account Holder                                   11

          3. Valuation of Fund D                              11

          4. Voting of Shares                                 12

 XII.   OPERATION OF FUND L                                   12

          1. Establishment of Loan Account                    12

          2. Interest                                         12

          3. Repayments                                       12

          4. Fund Valuation                                   13

XIII. PARTICIPANT LOANS                                       13

          1. Determination of Borrowable Account Balance      13
          2. Amount of Loan                                   13
          3. Interest                                         13
          4. Term of Loans                                    14
          5. Repayment                                        14
          6. Declaration and Notice of Default                15
          7. Deemed Withdrawal                                16
          8. General Conditions                               17

 XIV.     WITHDRAWALS                                         19
          1. General Conditions                               19
          2. Withdrawal Sequence                              19
          3. Withdrawal Maximum                               20


                                   -ii-

<PAGE>

XV.       HARDSHIP WITHDRAWALS FROM BEFORE-TAX ACCOUNT        20
          1. Definition of Hardship                           20
          2. Establishment of Immediate and Heavy Financial 
             Need                                             21
          3. Distribution Necessary to Satisfy
             Immediate and Heavy Financial Need               21
          4. Amount Withdrawable                              23
          5. Forfeitures and Suspensions                      23

 XVI.     TERMINATION OF PARTICIPATION                        23
          1. General Conditions                               23
          2. Terminations Without Forfeiture                  24
          3. Terminations With Forfeiture                     25
          4. Distribution of Accounts                         25
          5. Periodic Payment Options                         30
          6. Reenrollment in Plan                             34
          7. Computation Period                               36

XVII.     NONASSIGNMENT                                       36

XVIII.   OPERATION OF THE PLAN AS A TOP-HEAVY PLAN            36
          1. Minimum Vesting                                  36
          2. Minimum Contributions                            37
          3. Compensation Limitation                          37
          4. Effect on Limitation on Annual Additions         37
          5. Definitions                                      37

 XIX.     MISCELLANEOUS PROVISIONS                            38
          1. Plan Administration                              38
          2. Administrative Expense                           40
          3. Modification or Termination                      40
          4. Transition to Amended Plan                       41
          5. Transfer of Assets                               41


                                   -iii-
<PAGE>

          6. No Guarantee of Security Values                  44
          7. Limitations on Annual Additions                  44
          8. Qualified Domestic Relations Orders              45
          9. Subsidiaries with No Defined Benefit             45
         10. Normal Retirement Age and Years of Participation 45
         11. Compensation Taken into Account                  46
         12. No Decrease of Accrued Benefit                   46
         13. Definitions                                      46










































                                   -iv-
<PAGE>


                     SAVINGS AND INVESTMENT PLAN



I.   PURPOSE

     The purpose of this Plan is to encourage and assist employees 
     in following a systematic savings program suited to their 
     individual financial objectives, and to provide an opportunity 
     for employees to become stockholders in the Company. This Plan 
     is a profit-sharing plan.


II.  ELIGIBILITY

     Any employee who has completed at least one year of continuous 
     service, as determined in accordance with the Service Rules, 
     or was eligible to participate in a qualified profit-sharing 
     plan of an affiliated group company from which he was 
     transferred, is eligible to participate in the Plan.

     An employee is also eligible to participate after a period of 
     12 consecutive months during which he is compensated with 
     respect to 1,000 or more hours. To determine Hours of Service, 
     an employee shall be credited with 190 Hours of Service for 
     each month of employment during which he is paid. The 12 
     consecutive-month period will commence on the employee's date 
     of employment or reemployment, whichever is applicable, or a 
     succeeding anniversary of such date. Once an employee is 
     eligible to participate in the Plan, he remains eligible.

     Former Participants on leave of absence granted under Section 
     IV. 1 (g) of the Service Rules, after having been hired by the 
     Company and subsequently employed by a foreign or domestic 
     subsidiary of the Company, who under U.S. law may not be 
     treated as employees of the Company, may not have 
     contributions made to their accounts. If such a Former 
     Participant's leave of absence with the Company is terminated 
     prior to his becoming an employee again for purposes of this 
     Plan, his participation will be terminated and distribution of 
     the balance in his accounts will be made as provided in 
     Paragraph 4(a) of Section XVI.

     Participation in the Plan is entirely voluntary.

III. ENROLLMENT

     An eligible employee may enroll in the Plan at any time by 
     authorizing deductions from his salary or wages or electing 
     deferrals of compensation or both under the provisions of this 
     Plan. The effective date of any employee's participation in 
     the Plan shall be the first day of the month in which the 
     first deduction or deferral authorized under the Plan is made.


<PAGE>

IV.  AFTER-TAX AND BEFORE TAX AMOUNTS

1.   Amount of After-Tax and Before-Tax Contributions

(a)  (1)  After-Tax and Before Tax Contributions

An individual may authorize his employer to (A) 
     make a payroll deduction (hereafter, After-Tax 
     Contribution) and/or (B) defer a portion of his 
     compensation (hereafter, Before-Tax 
     Contribution) and pay it under this Plan in an 
     amount per month, and in the case of any 
     applicable Variable Pay, at the time of such 
     payment, equal to any selected whole percentage 
     (except as required to comply with subparagraph 
     (iii) below), from 1% to 16%, of his monthly 
     pay and any such Variable Pay, provided that 
     (i) the sum of a Participant's After-Tax 
     Contributions and Before-Tax Contributions may 
     not exceed 16% of his monthly pay and any 
     applicable Variable Pay, (ii) during a period 
     when Company Contributions are suspended in 
     accordance with Section XIV, XV or XVI of the 
     Plan, the Participant's After-Tax rate will be 
     limited to 10% and (iii) a Participant may not 
     defer more than $7,000 per year (or such other 
     amount as may be allowable in accordance with 
     applicable statute, regulations or official 
     announcements made by the Secretary of the 
     Treasury).

(2)  Reduction of After-Tax and/or Before-Tax 
     Percentage

     If the Plan Administrator determines that the 
     discrimination standards of Code Sections 401 
     (k) and/or 401(m) and the regulations 
     thereunder may not be satisfied, the selected 
     Before-Tax Contribution and/or After-Tax 
     Contribution, as appropriate, percentage of 
     Highly Compensated Participants will be reduced 
     in one percent increments from 16% until the 
     Plan Administrator determines that the 
     standards will be satisfied.

(3)  Reduction of After-Tax and/or Before-Tax 
     Amounts

     If at the close of the Plan Year the 
     discrimination standards of Code Sections 
     401(k) and/or 401(m) and the regulations 
     thereunder have not been satisfied, the 
     Before-Tax Contribution and/or After-Tax 
     Contribution, as appropriate, made in such year 
     by Highly Compensated Participants, whose 
     Before-Tax Contribution and/or After-Tax 
     Contribution, as appropriate, as a percentage 
     of aggregate monthly pay and any applicable 
     Variable Pay for the Plan Year are highest, 
     will be reduced. The reductions will be made, 
     in increments of one-tenth of 1%, in the 
     percentage which is highest prior to each such 
     reduction until the standards are satisfied.

(4)  Allocation of Amounts Attributable to Reduction

     If a Participant's selected Before-Tax 
     percentage must be reduced, that portion of the 
     affected Participant's monthly pay and any 
     applicable Variable Pay attributable to the 
     reduction will be contributed to the 
     Participant's Regular Account, to the extent 
     permissible, or paid to him as compensation, at 
     his option. If a Participant's actual 
     Before-Tax amount must be reduced, the 
     reduction amount will be transferred to the 
     Participant's Regular Account, to the extent 
     permissible, or returned to him as compensation 
     at his option.

     If a Participant's selected After-Tax 
     percentage must be reduced, that portion of the 
     affected Participant's monthly pay and any 
     applicable Variable Pay attributable to the 
     reduction will be contributed to the 
     Participant's Before-Tax Account, to the extent 
     permissible, or paid to him as compensation, at 
     his option. If a Participant's actual After-Tax 
     amount must be reduced, the reduction amount 
     will be transferred to the Participant's 
     Before-Tax Account, to the extent permissible, 
     or returned to him, at his option.

(5)  Distribution of Excess Before-Tax Contribution
<PAGE>


(1)  If the Plan Administrator determines that 
     a Participant has made a contribution 
     under subparagraph l(a)(l(ii) of this 
     Section which for any calendar year 
     exceeds $7,000 (or such other amount as 
     may be permitted by regulation or other 
     official announcement by the Secretary of 
     Treasury), the excess amount (plus any 
     income and minus any loss allocable 
     thereto, as calculated in accordance with 
     regulations), shall be distributed to the 
     Participant not later than April 1 5th 
     following the close of such calendar year.

(2)  If a Participant participates in another 
     plan which includes a qualified cash or 
     deferred arrangement, and such Participant 
     contributes in the aggregate more than the 
     exclusion limit under subparagraph 1 (a)(1 
     )(ii) of this Section and the 
     corresponding provisions of the other plan 
     and the Participant notifies the Plan 
     Administrator not later than March 1st 
     following the close of such calendar year 
     then the Plan Administrator shall 
     distribute to the Participant not later 
     than April 15th following the close of 
     such calendar year the excess amount (plus 
     any income and minus any loss allocable to 
     such amount) which the Participant 
     allocated to this Plan.

(6)  Monthly Pay

     For purposes of this Plan, monthly pay shall be 
     determined at the beginning of each month based 
     on a Participant's Normal Annual Earnings.

(b)  Supplemental Savings Deposits

     Prior to retirement, a Participant shall be allowed 
     to make Supplemental Savings Deposits in cash to the 
     Plan by payroll deduction or by any method 
     established by the Plan Administrator. Subject to 
     Section XIX.7, the amount of any such Supplemental. 
     Savings Deposits shall be limited to the difference, 
     at the time of such Deposit, between the maximum 
     amount of Unmatched After-Tax Contributions the 
     Participant could have made since January 1, 1983 
     during periods for which he has retained 
     participation credit and the balance in his accounts 
     of Unmatched After-Tax Contributions (excluding 
     Before-Tax Contributions, Matched After-Tax 
     Contributions, Company Contributions and Earnings 
     which are treated as Unmatched After-Tax 
     Contributions pursuant to Section XVI.6(c)(4) and 
     employee contributions which are treated as 
     Unmatched Savings pursuant to Section XIX.5(c)) 
     deposited since January 1, 1983. Such Supplemental 
     Savings Deposits will not be matched by Company 
     Contributions. The Participant shall authorize the 
     Company to allocate Supplemental Savings Deposits to 
     his Regular Account investment options in selected 
     percentages in whole multiples of 1%.

2.   Change in Amounts of After-Tax and Before-Tax 
     Contributions

     A Participant may change his After-Tax and Before-Tax 
     amounts by authorizing the Company to deduct or defer 
     any higher or lower amount permitted by Paragraph 1 of 
     this Section.

3.   Collection of After-Tax Contributions

     After-Tax Contributions shall be permitted only by 
     deduction from a Participant's salary, wages, or 
     Variable Pay, except that (1) cash payments equivalent 
     to the monthly After-Tax amount allowed by Paragraph 1 
     (a) of this Section may be accepted from a Participant 
     on leave of absence granted under Section IV. 1 .(g) of 
     the Service Rules and shall be treated as deductions 
     from the employee's salary, wages, or Variable Pay for 
     purposes of this Plan, and (2) Supplemental Savings 
     Deposits may be accepted as provided in Paragraph 1 (b) 
     of this Section.

4.   Voluntary Suspension of After-Tax and Before-Tax 
     Contributions

     A Participant who has an account balance in the Plan may 
     authorize suspension of his After-Tax and Before-Tax 
     Contributions without terminating his participation in 
     the Plan. During such suspension, the related Company 
     Contribution described in Section V shall also be 
     suspended. After a minimum suspension of one month, the 
     Participant may authorize the resumption of After-Tax and 
     Before-Tax Contributions. A Participant is not permitted 
     to make up suspended After-Tax, Before-Tax Contributions, 
     or amounts withdrawn except as provided in Paragraph 1 
     (b) of this Section and Paragraph 6(c) of Section XVI.


V.   COMPANY CONTRIBUTION

     Except during a period of suspension in accordance with 
     Section IV.4, XIV, XV or XVI, the Company will contribute 
     monthly, and in the case of Variable Pay at the time of such 
     payment, to the Funds selected by each Participant in 
     accordance with Paragraph 3 of Section VII an amount 
     (hereafter, Company Contribution) equal to 50% of the 
     Participant's After-Tax and Before-Tax Contributions during 
     that month and, if applicable, at the time of payment of any 
     Variable Pay except that no such contribution will be made on 
     the total of any Participant's After-Tax and Before-Tax 
     Contributions in excess of 6% of his combined monthly pay and 
     any applicable Variable Pay. For purposes of determining 
     whether a Participant's After-Tax or Before-Tax Contributions 
     are matched or unmatched, the Company Contribution will be 
     deemed to have first matched the Before-Tax Contributions. The 
     Company Contributions shall be for the exclusive benefit of 
     Participants.


VI.  INVESTMENT FUNDS

     The following Funds shall be established for the investment of 
     After-Tax, Before-Tax, and Company Contributions.

1.   Fund A - Reserved (Hold for possible future use)

2.   Fund B - Fixed Income

     Amounts deposited in the Fixed Income Fund shall be 
     invested so as to preserve principal and to pay a stable 
     rate of return over time.

3.   Fund C - Equity Mutual Funds

     Amounts deposited in Fund C shall be invested, as 
     directed by Participants, in one or more mutual funds or 
     other equity investment vehicles designated by the 
     Company.

4.   Fund D - Du Pont Company Common Stock

     Amounts deposited in Fund D shall be invested in Company 
     common stock.

5.   Fund E - Three-way Asset Allocation Fund

     Amounts deposited in Fund E shall be invested in a 
     three-way asset allocation fund consisting of a portfolio 
     diversified among the stock, bond, and cash sectors of 
     the securities marketplace. Assets in Fund E are 
     transferred among these sectors in such manner and to 
     such extent as the fund manager of Fund E shall select.

6.   Fund L - Loans

     Amounts transferred to Fund L from the other Funds shall 
     be loaned to Participants.


VII. INVESTMENT DIRECTION

1.   Investment of After-Tax Contributions

     Each Participant shall authorize the Company to allocate 
     his After-Tax Contributions to his Regular Account in 
     Funds B, C, D or E in selected percentages in whole 
     multiples of 1%.

2.   Investment of Before-Tax Contributions

     Each Participant shall authorize the Company to allocate 
     his Before-Tax Contributions to his Before-Tax Account in 
     Funds B, C, D or E in selected percentages in whole 
     multiples of 1%.

3.   Investment of Company Contribution

     Each Participant shall authorize the Company to 
     allocate Company Contributions to his Regular Account 
     in accordance with the Participant's current 
     investment direction of After-Tax Contribution or 
     Before-Tax Contribution, if there are no After-Tax 
     Contributions.

<PAGE>

4.   Change in Investment Direction

     A Participant may change his investment direction to 
     Funds B, C, D and E by authorizing any other 
     allocation permitted by Paragraphs I and 2 of this 
     Section.

5.   Separate Accounting and Nonforfeitability

     A Participant's Before-Tax Contributions and After-Tax 
     Contributions and earnings thereon will be 
     nonforfeitable. A Participant's Before-Tax Account 
     will be maintained in a separate account from a 
     Participant's After-Tax Contributions, Company 
     Contributions and earnings thereon.


VIII.     FUND TRANSFERS

1.   Transfers Among Funds B, C, D and E

     An account holder, other than a non-Spouse 
     Beneficiary, may authorize the transfer of all or part 
     of the value of his Regular Account in Fund B, C, D or 
     E or his Before-Tax Account in Fund B, C, D or E, from 
     one Fund to the other. Such Transfers may be made in 
     any whole multiple of 1% or in any number of Fund 
     Units and/or Shares. Amounts may not be transferred 
     into and out of the same Fund on the same business 
     day. The determination of values for this purpose 
     shall be made in accordance with the provisions of 
     Sections IX, X and XI.
<PAGE>


2.   Transfers to Fund L from Funds B, C, D and E

     A Participant who is granted a loan or loans from the 
     Plan shall designate the sequence in which Funds will 
     be liquidated and authorize the Transfer of cash to 
     Fund L in an amount equal to the principal amount of 
     the loan or loans. Such Transfers shall be made from 
     the Participant's borrowable account balance in the 
     following order:

(a)  Nonforfeitable Company Contributions contributed 
     during the last two years of participation

(b)  Matched After-Tax Contributions contributed during 
     the last two years of participation;

(c)  Nonforfeitable Company Contributions held for more 
     than two years;

(d)  Matched After-Tax Contributions held for more than 
     two years;

(e)  Earnings in Regular Account

(f)  Unmatched After-Tax Contributions;

(g)  Matched Before-Tax Contributions contributed 
     during the last two years of participation;

(h)  Matched Before-Tax Contributions held for more 
     than two years;

(i)  Earnings in Before-Tax Account;

(j)  Unmatched Before-Tax Contributions.

3.   Transfers to Funds B, C, D and E from Fund L

     Repayments of principal and interest to Fund L shall be 
     transferred to Funds B, C, D and/or E in the Before-Tax 
     Account, or Funds B, C, D and/or E in the Regular 
     Account. Such Transfers shall be made in the same 
     proportion that current investment direction of After-Tax 
     and/or Before-Tax Contributions are made to those Funds 
     under Sections VII. 1 and 2. If there is no current 
     investment direction of After-Tax Contributions, 
     Transfers under this Paragraph shall be made to Fund B. 
     If there is no current investment direction of Before-Tax 
     Contributions, Transfers under this Paragraph shall be 
     made to Fund B. Repayments of principal under this 
     Paragraph shall be restored to the Participant's Regular 
     and/or Before-Tax Account in reverse order from that set 
     forth in Paragraph 2 of this Section. Payments of 
     interest shall be treated as Earnings and shall be 
     allocated to the Regular and/or Before-Tax Account in the 
     same proportion that unpaid principal from each Account 
     bears to the total unpaid principal prior to such 
     payment.


IX.  

     [Reserved]

X.   OPERATION OF FUNDS B, C AND E

     Throughout this Section, the words "the Fund" shall mean Fund 
     B, Fund C or Fund E.

1.   Fund Investments

(a)  Amounts allocated to the Fund(s) in accordance with 
     the terms of this Plan shall be paid by the Company 
     to or at the direction of Trustee(s) appointed by 
     the Company for the Fund(s), and shall be deposited 
     in an account for the Fund(s).

(b)  Amounts deposited in the Fixed Income Fund shall be 
     delivered to the Trustee and invested as designated 
     by the Company pursuant to arrangements with one or 
     more entities chosen by the Company, including, but 
     not limited to, insurance companies, banks and other 
     investment organizations. These arrangements shall 
     provide for the return of principal in full plus the 
     payment of interest at a predetermined rate 
     applicable for a specified period of time. In 
     addition, a portion of the Fixed Income Fund shall 
     be invested in a short-term funds(s) (i.e., a cash 
     buffer) so as to provide sufficient liquidity to 
     accommodate daily trading activity.

(c)  All amounts received by the Trustee of Fund C shall 
     be invested, as directed by account holders, in one 
     or more mutual funds or other equity investment 
     vehicles designated by the Company. Assets of Fund C 
     shall be held in the name of the Trustee(s) or one 
     or more of its/their designated nominees.

(d)  All amounts received by the Trustee of Fund E shall 
     be invested by the Trustee in a portfolio 
     diversified among the stock, bond, and cash sectors 
     of the securities marketplace in such manner and to 
     such extent as the fund manager of Fund E shall 
     select. Assets of Fund E shall be held in the name 
     of the Trustee or of one or more of its designated 
     nominees.

2.   Fund Valuation

(a)  All deposits to the Fixed Income Fund shall be 
     expressed as units of participation in the Fixed 
     Income Fund. The Trustee of the Fixed Income Fund 
     shall determine each day's unit value based on the 
     assets of the Fixed Income Fund. Assets shall 
     consist of all deposits to the Fixed Income Fund and 
     all interest credited or accrued to such deposits 
     pursuant to investment arrangements. No participant 
     in the Fixed Income Fund shall have ownership in any 
     particular investment in the Fixed Income Fund.

(b)  The Trustees of Funds C and E shall determine the 
     current fair market value of all assets held by such 
     Funds, including accrued income, each day on which 
     business is transacted on the New York Stock 
     Exchange.

(c)  Fund valuations determined in accordance with 
     Paragraphs 2(a) and 2(b) of this Section shall be 
     made before recording in the Fund After-Tax 
     Contributions, Before-Tax Contributions, Company 
     Contributions, Withdrawals, Terminations of 
     Participation, and Transfers among Funds.

3.   Fund Units or Shares

(a)  Amounts allocated to the Fund(s) shall be credited 
     to account holder's accounts in dollars, in shares, 
     and/or in units, as appropriate, of ownership in the 
     Fund(s).

(i)  The value of a unit or share shall be determined 
     as follows:

(A)  The value of a unit in Fund B or E shall 
     be determined by dividing the total value 
     of the Fund for that business day by the 
     corresponding total number of units in the 
     Fund before adding or subtracting any 
     units for that business day (for the first 
     month of operation, each unit in the Fund 
     shall be valued at $10.00);

(B)  the value of each mutual fund share or 
     other equity investment in Fund C shall be 
     determined on each business day by the 
     Investment Manager(s) of Fund C.

(ii) The number of units or shares credited to each 
     account holder's account for the current 
     business day shall be determined by dividing 
     the amounts of the account holder's After-Tax 
     Contributions, Before-Tax Contributions, 
     Company Contributions, and/or Transfers among 
     Funds for the current business day by the value 
     of one unit or share for that day.

(b)  The current value of an account holder's account in 
     the Fund, as needed for Withdrawals, Termination of 
     Participation, Loans, Transfers among Funds, or 
     periodic reports to account holders, shall be 
     determined by multiplying the total number of his 
     respective Units and/or shares in the Fund (after 
     additions for the current day) by the value of one 
     Unit and/or share respectively for that business 
     day; also, the number of respective Units and/or 
     shares to be deducted from an account holder's 
     account because of forfeiture, Loan, or Withdrawal 
     of a specified amount shall be determined by 
     dividing such amount by the value of one Unit and/or 
     share respectively for that day.


XI.  OPERATION OF FUND D

1.   Purchase of Company Common Stock

     Amounts allocated to Fund D shall be used to purchase Du 
     Pont common stock. Such purchases may be made in the open 
     market or from the Company if it shall have made treasury 
     or authorized but unissued shares available for such 
     purchases. In the case of stock purchased from the 
     Company, the purchase price shall be the closing price of 
     such stock as reported on the New York Stock Exchange - 
     Composite Transactions on the last trading day preceding 
     the date of such purchase from the Company. Purchases 
     made on the open market shall be the average price for 
     all shares purchased by the Plan during that day. Such 
     Company common stock and any other assets of Fund D shall 
     be held in the name of the Trustee or of one or more of 
     its designated nominees. The Trustee may sell any stock 
     purchase warrants or distribution of property received, 
     and the proceeds shall be invested currently in Company 
     common stock. Any stock dividend, split-up or other 
     change in Company common stock, or any distributions of 
     property applicable to the shares held by the Trustee, 
     shall be applied for the exclusive benefit of the account 
     holders in Fund D.

2.   Account Holder's Account

(a)  Amounts allocated to an account holder's Fund D 
     shall be credited in dollars and in a proportionate 
     number of full shares and fractional interests in a 
     share of Company common stock. Such proportionate 
     number shall be determined on the basis of the ratio 
     of the amount allocated to his account to the total 
     of all amounts allocated to Fund D for the business 
     day.
<PAGE>


(b)  An account holder shall be credited with a 
     proportionate number of full shares and fractional 
     interests in a share of any Company common stock 
     acquired by the Trustee with income accruing to Fund 
     D, or as a result of any addition due to stock 
     dividends, stock purchase warrant, split-up or other 
     change, or distribution of property applicable to 
     such stock. Such proportionate number shall be 
     determined on the basis of the ratio of his total 
     shares to the total of all shares in Fund D to which 
     such income or addition applies. In the event an 
     account holder has transferred all funds out of Fund 
     D prior to payment of a stock dividend, stock 
     purchase warrant, split-up or other change, or 
     distribution of property applicable to stock held in 
     Fund D, the full shares or fractional interests in a 
     share, if any, allocable to such transferred funds 
     on account of such stock purchase, warrant, split-up 
     or other change, or distribution or property shall 
     be paid in cash in accordance with the account 
     holder's current investment direction.

3.   Valuation of Fund D

     (a)  Valuation: Account Status

     The current value of an account in the Fund on any 
     business day shall be the total number of shares and 
     fractional interests in a share in the account 
     multiplied by the closing price of Company common 
     stock on the New York Stock Exchange for that 
     business day, plus any proportionate ownership of 
     accrued income and cash held for an account holder 
     by the Trustee for Fund D.

(b)  Valuation: Fund Transfers Out, Loans, Withdrawals 
     and Termination or Other Distributions

     For purposes of Fund Transfers Out, Loans, 
     Withdrawals and Termination or Other Distributions, 
     the value of shares liquidated in connection with 
     the transaction shall be the average selling price 
     as determined by the Trustee on the date of the 
     transaction.

(c)  Valuation: Fund Transfers In and Purchases of 
     Company Common Stock.

     For purpose of Fund Transfers In and Purchases of 
     Company Common Stock, the value of the Company 
     common stock purchased in connection with the 
     transaction shall be the average purchase price as 
     determined by the Trustee on the date of the 
     transaction.

4.   Voting of Shares

     Each account holder shall be entitled to direct the 
     Trustee as to the manner in which voting rights with 
     respect to any Company stock attributable to the number 
     of shares and fractional interests in a share represented 
     by the account holder's account in Fund D are to be 
     exercised. The Trustee shall vote the number of shares in 
     accordance with such instructions. Any such instructions 
     shall remain in the strict confidence of the Trustee.


XII. OPERATION OF FUND L

1.   Establishment of Loan Account

     Amounts transferred to this Fund shall be loaned to the 
     Participant provided the Loan Administrator has received 
     the documents described in Section XIII.8(d). The 
     promissory note executed by the Participant shall be held 
     by a Trustee appointed by the Company for the Fund until 
     the loan has been paid in full.

2.   Interest

     Interest at the rate prescribed in the loan agreement 
     shall accrue daily.

3.   Repayments

     The Administrator shall reduce the account balance in 
     Fund L. Respective repayments of principal and interest 
     amounts shall be transferred such sum to the 
     Participant's account(s) as provided in Section VIII.3. 
     When the account balance in Fund L has been reduced to 
     zero, the Administrator shall notify the Trustee that the 
     loan has been repaid and the Trustee shall cancel the 
     promissory note and return it to the Participant, if the 
     Participant so requests. The Administrator shall notify 
     Participant that loan has been repaid.

4.   Fund Valuation

     The current value of the account on any date shall be the 
     outstanding loan balance plus any unpaid accrued 
     interest.

XIII.     PARTICIPANT LOANS

     A Participant with a borrowable account balance in Funds B, C, 
     D and E of $1,000 or more may request a loan subject to the 
     conditions stated in this Section (hereafter, Loan).

1.   Determination of Borrowable Account Balance

     For purposes of this Section and Section VIII, the 
     borrowable account balance in Funds B, C, D and E shall 
     equal one-half of the amount distributable from those 
     Funds under Section XVI on account of termination of 
     employment from the controlled group for any reason other 
     than those described in Section XVI.2(b) less amounts 
     held in account pursuant to a qualified domestic 
     relations order.

2.   Amount of Loan

     Loans shall not be for less than $1,000. The maximum 
     amount of any Loan from this Plan may not exceed the 
     Participant's borrowable account balance in Funds B, C, D 
     and E, and, when added to the outstanding balance(s) of 
     all other loans from this or any other qualified plans 
     sponsored by any member of the controlled group, shall 
     not exceed the lesser of:

(a)  $50,000, reduced by the highest outstanding balance 
     of Loans from the controlled group profit sharing 
     plans during

     the one-year period ending on the day before the 
     date on which such Loan was made, or

(b)  one-half of the Participant's nonforfeitable account 
     balance(s) in all controlled group profit-sharing 
     plans.

3.   Interest

     The rate of interest for Loans granted during any monthly 
     period shall be determined as of the last working day of 
     the month preceding the date on which the Loan 
     application is made and shall be the average rate for 
     secured personal loans (rounded to the next lower 
     one-quarter percent) then in effect at five banks 
     selected by the Plan Administrator; provided however, 
     that the interest rate shall not exceed the maximum 
     amount allowed by law.

4.   Term of Loans

     The term of the Loan shall be the period requested by the 
     Participant and accepted by the Administrator. The 
     minimum term shall be 12 months and the maximum term 60 
     months, except for a qualified residential Loan. The 
     maximum term for a qualified residential Loan shall be 
     120 months. The Administrator shall determine, based on 
     information furnished by the Participant, whether a Loan 
     is a qualified residential Loan, as defined in Paragraph 
     8(e) of this Section.

5.   Repayment

(a)  Payroll Deduction

     Except as provided in Subparagraph (b) below, Loans 
     shall be repaid in monthly installments by deduction 
     from a Participant's salary or wages according to 
     the amortization schedule in the disclosure 
     statement.

     Notwithstanding the foregoing, a Participant shall 
     have the right to repay at any time prior to the 
     expiration of the term of the Loan, without penalty, 
     the outstanding balance of the Loan plus accrued 
     interest to the end of the month in which repayment 
     occurs. Such payment shall be made in such form as 
     permitted by the Administrator, or by an election on 
     the part of the Participant to incur a Deemed 
     Withdrawal from his account pursuant to Paragraph 
     7(a) of this Section.

     If the Participant's salary or wage payment is not 
     sufficient to allow deduction of the full 
     installment and the Participant does not make a 
     direct payment, as provided in Paragraph 5(b) of 
     this Section, on or before the 45th day following 
     the day on which such payment was due, a default 
     will be declared under Paragraph 6(a) of this 
     Section.

(b)  Direct Payment

     The Administrator, at the Participant's request, may 
     permit installments of principal and interest to be 
     repaid in a manner other than by payroll deduction 
     under the following circumstances:

(1)  the Participant, at Company request, is 
     transferred to an affiliated group company or 
     is employed by a partnership or joint venture 
     in which the Company has an ownership interest 
     and does not elect under Section XIX.5(b) to 
     transfer his account to the qualified 
     profit-sharing plan of the company, partnership 
     or joint venture to which he is transferred or 
     employed, or

(2)  the Participant is granted a leave of absence 
     without pay under the Service Rules, or

(3)  the Participant's salary or wage payment is not 
     sufficient to allow deduction of the full 
     installment payment, or

(4)  The Participant (1) retires under Section IV, 
     XI.A(1) or XI.A.(2) of the Company's Pension 
     and Retirement Plan, the Company's Special 
     Retirement Opportunity Program provided that 
     such retirement is coincident with retirements 
     under the company's Voluntary Separation 
     Program or (2) terminates employment under the 
     Company's Voluntary Separation Program-Prime 
     and, elects to defer distribution of his 
     account under Section XVI.4(d). Unless the Plan 
     Administrator approves an alternate method, 
     repayments in such cases must be made by 
     deduction from the pension check or annuity 
     check.
<PAGE>


6.   Declaration and Notice of Default

     If, for any of the reasons described in this Paragraph, a 
     Loan is declared in default, the Loan Administrator shall 
     issue a Notice of Default which shall be delivered to the 
     Participant.

(a)  Nonpayment

     If, while any portion of a Loan granted under this 
     Section is outstanding, the Participant fails to 
     make a scheduled repayment or a direct payment as 
     provided in Paragraphs 5(a) and (b) of this Section, 
     respectively, on or before the 45th day following 
     the day on which such payment was due, the Loan 
     shall be declared in default.

     (b)  Termination of Employment

     If a Participant terminates employment for any 
     reason, other than on account of death or transfer 
     to an Affiliated Group company or employment at 
     Company request with a partnership or joint venture 
     in which the Company has an ownership interest, and 
     does not elect to defer distribution of the balance 
     of his accounts under Section XVI.4(e), a Deemed 
     Withdrawal shall occur as of the last day of the 
     month within which the Participant terminates 
     employment. In the event of death, notwithstanding 
     Sec. XII.2, the accrual of interest shall cease as 
     of the last day of the month in which death occurs 
     and a Deemed Withdrawal shall occur as of the date 
     on which distribution of the balance of the 
     Participant's accounts is made under Sec. XVI.4(d) 
     unless an election is made under Sec. XVI.4(e) in 
     which case a Deemed Withdrawal shall occur as of the 
     last day of the month in which such election is 
     made.

(c)  Transfers to Affiliated Group Companies, etc.

     If a Participant is, at Company request, transferred 
     to an Affiliated Group company or is employed by a 
     partnership or joint venture in which the Company 
     has an ownership interest and does not make an 
     election under Section XIX.5(b), or the Trustee of 
     the receiving plan will not accept transfer of the 
     Fund L account, a Deemed Withdrawal shall occur as 
     of the last day of the month within which the 
     Participant terminates employment from the 
     Affiliated Group or such partnership or joint 
     venture, as the case may be.

(d)  Reinstatement of Loan

     The Plan Administrator may reinstate a Loan 
     following a declaration of default, provided:

(1)  all payments of principal and interest in 
     arrears are received by the Plan Administrator 
     prior to a Deemed Withdrawal under Paragraph 7 
     of this Section; and

(2)  the Plan Administrator receives adequate 
     assurance that future installments will be 
     received by Fund L on a timely basis.

7.   Deemed Withdrawal

(a)  The balance of the Participant's Fund L account 
     shall be deemed to have been withdrawn from the Plan 
     by the Participant under Section XIV or XVI, 
     whichever is applicable (Deemed Withdrawal), under 
     the following circumstances:

(1)  the Plan Administrator does not reinstate a 
     Loan under Section XIII.6(d) on the earlier of 
     the date of distribution of the Participant's 
     accounts or the 45th day after a default for 
     any reason set forth in Section XIII.6, or

(2)  the Participant elects to repay his Loan by 
     canceling his Fund L account.

     A Deemed Withdrawal initiated under Clause (1) or 
     Clause (2) above shall not be considered a 
     withdrawal for purposes of the limitation on the 
     number of withdrawals permitted under Section XIV. 
     1.

(b)  Notwithstanding the foregoing, no Deemed Withdrawal 
     shall be permitted if such withdrawal would 
     adversely affect the status of the Plan under 
     Section 401(a) or 401 (k) of the Code. The Plan 
     Administrator may take such action as it deems 
     necessary to insure repayment of Loans made under 
     this Section and compliance with applicable law. If 
     a Deemed Withdrawal under Section XIII.7(a) would 
     adversely affect the status of the Plan under 
     Section 401 (a) or 401 (k) of the Code:

(1)  the balance of the Participant's Regular 
     Account in Funds B, C, D and E shall be 
     distributed subject to Section XIV in 
     accordance with the consent of the Participant 
     given at the time of the Loan initiation;

(2)  the Participant shall deposit neither After-Tax 
     nor Before-Tax Contributions during the period 
     beginning with the month following the month in 
     which the notice of default is issued and 
     ending with the month in which the Loan is 
     reinstated under Section XIII.6(d); and

(3)  Company Contributions shall be suspended for a 
     period not to extend beyond the later of six 
     months after the month in which the notice of 
     default is issued or the end of the month in 
     which the Loan is reinstated under Section 
     XIII.6(d).

8.   General Conditions

(a)  Any Participant may receive a Loan from the Plan. 
     For purposes only of the Loan program provided for 
     herein, Participant shall mean any "Party in 
     Interest", as that term is defined in Section 3(14) 
     of the Employee Retirement Income Security Act 
     (ERISA) who has a borrowable account balance in the 
     Plan of at least $1,000, or to any person who has a 
     vested account under the Plan and who is employed by 
     an Affiliated Company. For purposes of this Article 
     XIII, Affiliated Company shall mean a corporation 
     that has adopted the Plan or any other profit 
     sharing plan and is a member of the controlled group 
     of corporations (within the meaning of Section 
     1663(a) of the Code, determined without regard to 
     Code Section 1 563(a)(4) and Section 1 563(e)(3)(c)) 
     of which the Company is parent, and any corporation 
     which is not a member of the controlled group of 
     corporations but in which the Company has an 
     ownership interest.

(b)  A Participant may not have more than five Loans from 
     the Plan outstanding at any time.

(c)  At all times during the term of the Loan(s), the 
     Participant must have a balance in Fund L equal to 
     the outstanding balance of the Loan(s).

(d)  No Loan shall be made to any Participant until the 
     execution and/or submission by the Participant of:

(1)  a Loan application completed in a manner 
     prescribed by the Plan Administrator,

(2)  a promissory note payable to the Trustee in the 
     amount and on a form prescribed by the Plan 
     Administrator,

(3)  a written authorization for Loan repayment by 
     means of payroll deductions or other method of 
     repayment acceptable to the Plan Administrator,

(4)  an authorization to transfer an amount 
     described in Sec. VIII.2 to Fund L, and

(5)  the consent required by Section XIII.7.(b)(1).

(e)  A "qualified residential Loan" is a Loan used to 
     acquire or construct any dwelling unit which within 
     a reasonable time (determined at the time the Loan 
     is made) is to be used as a principal residence of 
     the Participant.

(f)  All Participants granted Loans under this Section 
     shall receive a statement disclosing the terms of 
     the Loan, including the interest rate, amount of 
     interest to be paid over the term of the Loan and 
     payment conditions (disclosure statement).

(g)  No Loan may be granted that would adversely affect 
     the status of the Plan as one which qualifies under 
     Section 401 (a) or 401 (k) of the Code or the status 
     of the trust as one which is exempt from Federal 
     income tax under Section 501(a) of the Code.

(h)  Notwithstanding anything above to the contrary, the 
     Loan Administrator may deny a Loan if in its 
     judgment the Participant will not have sufficient 
     income to meet his Loan payments as they become due.

(i)  The Loan Administrator is responsible for the 
     administration of the loan program described in this 
     section.


XIV. WITHDRAWALS

1.   General Conditions

(a)  In addition to a distribution pursuant to Section 
     XVI. 1., a Participant, Retired Participant, Former 
     Participant, Alternate Payee or Spouse Beneficiary 
     may make three withdrawals in any calendar year 
     under the provisions of this Section from his 
     Regular and/or Before-Tax Accounts. Withdrawals 
     shall not be permitted:
<PAGE>


(i)  from the Before-Tax Account before the 
     Participant attains age 59 1/2, becomes 
     disabled, or incurs a hardship, or

(ii) from Fund L except as provided in Section XIII. 
     7.

(b)  Withdrawn amounts will be valued as of the valuation 
     date on which the transaction is processed.

(c)  Company Contributions shall be suspended for six 
     months if a Participant withdraws any or all of:

(i)  his Matched After-Tax Amounts deposited during 
     the last two years of participation;

(ii) his Matched Before-Tax Amounts deposited during 
     the last two years of participation;

(iii)the Nonforfeitable Company Contributions 
     deposited in his Regular Account during the 
     last two years of participation.

(d)  If, prior to attaining five years of service which 
     includes four years of participation, a Participant 
     withdraws some or all of his Matched After-and/or 
     Matched Before-Tax Amounts, such Participant shall 
     forfeit all Company Contributions attributable to 
     the withdrawn Matched After-Tax amounts and/or 
     Matched Before-Tax amounts.

(e)  Distribution from Regular Accounts and Before-Tax 
     Accounts under this Section may be made in cash or 
     in kind as provided in Section XVI.4(a) or XVI.4(b), 
     whichever is applicable.

(f)  Participants shall designate the sequence in which 
     Funds will be liquidated to provide for less than 
     total withdrawals.

2.   Withdrawal Sequence

     Withdrawals by the Participant shall be made from his 
     Regular Account in the following order:

(a)  Unmatched After-Tax Contributions;

(b)  Rollover Assets;

(c)  Earnings in Regular Account

(d)  Matched After-Tax Contributions held for more than 
     two years;

(e)  Nonforfeitable Company Contributions held for more 
     than two years;

(f)  Matched After-Tax Contributions contributed during 
     the last two years of participation; or

(g)  Nonforfeitable Company Contributions contributed 
     during the last two years of participation.

     Withdrawals by the Participant shall be made from his 
     Before-Tax Account in the following order:

(a)  Unmatched Before-Tax Contributions;

(b)  Earnings in Before-Tax Account;

(c)  Matched Before-Tax Contributions held for more than 
     two years;

(d)  Matched Before-Tax Contributions contributed during 
     the last two years of participation;

3.   Withdrawal Maximums

     The maximum withdrawal from any category in Section 
     XIV.2. above shall be the lesser of

(a)  the amount in such category in the Participant's 
     Fund(s) or

(b)  the value of the Units, shares, and/or dollars, as 
     appropriate, attributable to such category in the 
     Participant's Fund(s) at the valuation date on which 
     the transaction is processed.


XV.  HARDSHIP WITHDRAWALS FROM BEFORE-TAX ACCOUNT

1.   Definition of Hardship

     A Participant may make a withdrawal in cash from his 
     Before-Tax Account by establishing hardship. In order to 
     prove hardship, a Participant must show (1) that he has 
     an immediate and heavy financial need; and (2) that the 
     hardship distribution is necessary to satisfy the 
     immediate and heavy financial need. A committee appointed 
     by the Company shall act on requests for withdrawals and 
     appeals under this Section. The amount of an immediate 
     and heavy financial need may, at the participant's 
     request, include any amounts necessary to pay any federal 
     income taxes or penalties reasonably anticipated to 
     result from the distribution.

2.   Establishment of Immediate and Heavy Financial Need

     A Participant may establish the existence of an immediate 
     and heavy financial need in one of two ways. A 
     Participant may demonstrate by facts and circumstances 
     the existence of an immediate and heavy financial need 
     created by an emergency or extraordinary circumstance. 
     Alternatively, a Participant may show that his immediate 
     and heavy financial need results from one of the 
     following deemed hardship conditions:

a.   Medical expenses described in Section 21 3(d) of the 
     Internal Revenue Code incurred or to be obtained by 
     the Participant, the Participant's spouse, or any 
     dependents of the Participant;

b.   Purchase (excluding mortgage payments) of a 
     principal residence for the Participant;

c.   Payment of tuition and related educational fees for 
     the next 12 months of post-secondary education for 
     the Participant, the Participant's spouse, children 
     or dependents; or

d.   The need to prevent the eviction of the Participant 
     from his principal residence or foreclosure on the 
     mortgage of the Participant's principal residence.

3.   Distribution Necessary to Satisfy Immediate and Heavy 
     Financial Need

     A Participant may establish that the hardship 
     distribution is necessary to satisfy his immediate and 
     heavy financial need in one of two ways. Under no 
     circumstances will a distribution be considered necessary 
     to satisfy an immediate and heavy financial need if it is 
     in excess of that need. A Participant may demonstrate by 
     all relevant facts and circumstances that a distribution 
     is necessary to satisfy the hardship need. Under this 
     facts and circumstances option, a Participant must 
     establish in a sworn and notarized statement that the 
     immediate and heavy financial need cannot be relieved

(a)  through reimbursement or compensation by insurance or 
     otherwise;

(b)  by reasonable liquidation of the Participant's 
     assets to the extent such liquidation would not 
     itself cause an immediate and heavy financial need;

(c)  by cessation of employee Before-Tax and After-Tax 
     Contributions under the Savings and Investment Plan; 
     or


(d)  by other distributions or loans from any plans 
     maintained within the Controlled Group of companies 
     or from plans maintained by another employer, or by 
     borrowing from commercial sources on reasonable 
     commercial terms unless such loan or distribution 
     would increase the amount of the need.

     For purposes of the preceding paragraph, assets of the 
     Participant include assets of the Participant's spouse and 
     minor children reasonably available to the Participant. 
     Property held for a Participant's child under an 
     irrevocable trust or under the Uniform Gifts to Minors Act 
     shall not, however, be treated as an available resource of 
     the Participant.

     Alternatively, a Participant's request for a distribution 
     to meet an immediate and heavy financial need may be 
     deemed necessary to satisfy the need. Under this option, 
     a Participant must establish in a sworn and notarized 
     statement that:

(a)  The distribution is not in excess of the amount of 
     the Participant's immediate and heavy financial 
     need; and

(b)  The Participant has obtained all distributions, 
     other than hardship distributions, and all loans 
     currently available under all plans maintained by 
     the Controlled Group o companies.

     Should a Participant elect to have the establishment of 
     "necessary to satisfy the immediate and heavy financial 
     need" handled under the deemed standard, the following 
     consequences shall, in all cases, apply:

(i)  the Participant will be prohibited from making any 
     employee Before-Tax and After-Tax Contributions 
     under the Savings and Investment Plan and all other 
     plans, with the exception of health and welfare 
     benefit plans, including ones that are part of a 
     cafeteria plan within the meaning of Section 125 of 
     the Code maintained by the Controlled Group of 
     companies for a period of twelve (12) months after 
     receipt of the hardship distribution; and

(ii) the Participant will be prohibited from making 
     Before-Tax Contributions under the Savings and 
     Investment Plan and all other plans maintained by 
     the Controlled Group of companies for the 
     Participant's taxable year immediately following the 
     year of the hardship distribution in excess of the 
     applicable limit under Section 402(g) of the 
     Internal Revenue Code for such next taxable year 
     less the amount of such Participant's Before-Tax 
     Contributions for the taxable year of the hardship 
     distribution.

4.   Amount Withdrawable

     The amount which may be withdrawn cannot exceed the total 
     of the Participant's Before-Tax Contributions (and income 
     allocable thereto credited to a Participant's Before-Tax 
     Account as of December 31, 1988) nor the amount necessary 
     to satisfy the immediate and heavy financial need created 
     by the hardship. A Participant may direct withdrawals 
     under this Section in accordance with Section XIV. I (f). 
     The withdrawal sequence will be as set forth in Section 
     XIV.2.
<PAGE>


5.   Forfeitures and Suspensions

     Except as provided otherwise in this Section, Hardship 
     Withdrawals are subject to the same forfeitures and 
     suspensions provided in Section XIV for other withdrawals 
     from Before-Tax Accounts, provided, however, that a 
     Hardship Withdrawal shall not be considered a withdrawal 
     for purposes of the limitation on the number of 
     withdrawals permitted under Section XIV. 1.

XVI. TERMINATION OF PARTICIPATION

1.   General Conditions

(a)  Notwithstanding the restriction on the number of 
     withdrawals contained in Section XIV. 1., a 
     Participant, who ( I ) has a zero balance in his 
     Before-Tax Account, or (2) has attained age 59 1/2, 
     may voluntarily terminate his participation in the 
     Plan by requesting discontinuance of After-Tax and 
     Before-Tax Contributions and distribution of the 
     balance in his accounts. In such event, distribution 
     of the Participant's total interest in the Plan, 
     after deducting any required forfeiture of Company 
     Contributions, will be made as described in this 
     Section.

(b)  An individual's participation will also end because 
     his service with the Company is terminated or the 
     Plan is terminated. In either such event, 
     distribution of the individual's Before-Tax Account 
     may be made as described in this Section only after 
     he satisfies the requirements of Subparagraph (a)(2) 
     of this Paragraph or terminates his service with the 
     controlled group, whichever occurs first. Any 
     termination on account of a liquidation, merger, or 
     consolidation of the Company, which involves (I) no 
     substantial change in the make-up of employees, (2) 
     only a technical change in the employment 
     relationship, and (3) no meaningful change in the 
     beneficial ownership of the business will not be 
     considered a termination of service. Distribution of 
     such Former Participant's Regular Account will be 
     made, after deducting any required forfeiture of 
     Company Contributions, when the Plan or his service 
     with the Company is terminated or, at his option, 
     when his Before-Tax Account is distributed. A Former 
     Participant who, prior to his termination of 
     service, elected to defer receipt of his Regular 
     Account balance under this Subparagraph may, at any 
     time prior to settlement of his accounts, request 
     immediate distribution of the balance in his Regular 
     Account less any required forfeiture of Company 
     Contributions.

2.   Terminations Without Forfeiture

     No forfeiture of Company Contributions will be charged 
     against a Participant if termination of participation 
     occurs

(a)  for any reason after the Participant attains normal 
     retirement age or five years of service which 
     includes four years of participation in the Plan, or

(b)  at any time by reason of

(1)  retirement under the Company's Pension and 
     Retirement Plan, including incapability 
     retirement,

(2)  becoming an employee of a subsidiary, an 
     affiliated group company, or a partnership or 
     joint venture in which the Company has an 
     ownership interest provided the individual 
     becomes an employee of such entity at the 
     request of the Company,

(3)  termination due to lack of work, sale of a 
     business or facility or pursuant to the 
     Company's Voluntary Termination Incentive (VTI) 
     Policy, except in the event the Participant is 
     reemployed prior to distribution of his 
     accounts,

(4)  termination on account of total and permanent 
     disability as determined under the Company's 
     Total and Permanent Disability Income Plan,

(5)  termination of the Participant's service 
     resulting from the transfer by the Company of 
     the Participant's spouse to another employment 
     location,

(6)  death, or

(7)  termination of the Plan.

3.   Terminations With Forfeiture

     A Participant will forfeit all of the Company 
     Contributions made for his account if he has less than 
     five years of service which includes four years of 
     participation in the Plan and he

(a)  voluntarily terminates participation, or

(b)  ceases to be an employee for any reason other than 
     those specified in Paragraph 2(b) of this Section.

4.   Distribution of Accounts

(a)  Subject to the conditions in Paragraph 1 of this 
     Section and Subparagraphs (c) and (i) of this 
     Paragraph, as soon as practicable after termination 
     of participation in the Plan under the provisions of 
     Paragraph 2 of this Section, distribution of the 
     balance in the individual's accounts, including all 
     nonforfeited Company Contributions, will be made on 
     the following bases:

(1)  For Funds B, C and E, cash equal to the value 
     of the individual's Units and/or Shares, as 
     appropriate, therein at the valuation date on 
     which the termination of participation occurs, 
     or, where termination is on account of death, 
     the valuation date of the business day 
     preceding the day of distribution.

(2)  For Fund D, delivery of full shares of Company 
     common stock in the individual's account, plus 
     the value in cash of any fractional interests 
     in a share of such stock and accrued income at 
     the valuation date on which termination of 
     participation occurs or, at the election of the 
     individual, some or all in cash.

(3)  For Fund L, delivery of any promissory note(s) 
     in the individual's account, if requested.

(b)  Subject to the conditions in Paragraph 1 of this 
     Section and Subparagraphs (c) and (i) of this 
     Paragraph, as soon as practicable after termination 
     of participation in the Plan under the provisions of 
     Paragraph 3 of this Section, distribution of the 
     balance in an individual's accounts will be made as 
     provided in Paragraph 4(a) of this Section except 
     that the individual shall forfeit an amount equal to 
     the lesser of

(1)  the dollar amount of Company Contributions 
     credited to his accounts prior to the valuation 
     date on which termination occurs, or

(2)  the current value of the units and shares 
     attributable to his Company Contributions.

(c)  Beneficiary Designation

(1)  A Participant, Former Participant, Retired 
     Participant or Spouse Beneficiary may designate 
     any beneficiary or beneficiaries he chooses to 
     receive all or part of his interests in Funds 
     B, C, D and E in case of his death, and he may 
     replace or revoke such designation. However, in 
     the event the Participant, or Spouse 
     Beneficiary has a spouse, no designation of a 
     person other than the spouse shall be 
     permitted, unless such spouse has consented in 
     writing in the manner prescribed by the Company 
     to another beneficiary, or such consent could 
     not be obtained because the spouse could not be 
     located or because of such other reasons as 
     applicable Treasury Regulations may provide in 
     which case distribution shall be made as 
     provided in Paragraph 4(a) of this Section. If 
     no surviving spouse exists and no beneficiary 
     designation is in effect, distribution shall be 
     made to, or in accordance with the directions 
     of, the executor or administrator of the 
     decedent's estate.

     With respect to non-Spouse Beneficiaries 
     (including a beneficiary who is a spouse of a 
     Former Participant), the balance of a deceased 
     Participant's, Former Participant's, Alternate 
     Payee's or Retired Participant's Plan assets 
     will remain in the accounts and Funds as of the 
     time of his death, pending distribution. Total 
     distribution shall be made to such 
     beneficiaries no later than the end of the 
     twelfth month following the death of the 
     Participant, Former Participant, Alternate 
     Payee or Retired Participant.

     If in the opinion of the Company there is a 
     question as to the legal right of any 
     beneficiary to receive a distribution under the 
     Plan, the amount in question may be paid to the 
     decedent's estate, in which event the Trustee 
     and the Company shall have no further liability 
     to anyone with respect to such amounts. 
     Non-Spouse Beneficiaries may not designate 
     beneficiaries; account balances remaining at 
     the time of their death will be paid to their 
     estates as soon as practicable following the 
     death of the Non-Spouse Beneficiary.

(2)  If the Plan Administrator receives a qualified 
     disclaimer (as defined in Code section 2518) 
     from any designated beneficiary entitled to 
     benefits as a result of, and within nine months 
     after, the death of a Participant, Former 
     Participant, Spouse Beneficiary, Alternate 
     Payee or Retired Participant, such benefits 
     shall instead be paid to an alternate 
     beneficiary determined according to a valid 
     beneficiary designation made by the deceased. 
     Payment to an alternate beneficiary on account 
     of receipt of a qualified disclaimer shall not 
     be treated as a violation of Section XVII. of 
     the Plan.
<PAGE>


(d)  Retirement Deferral Election

(1)  Notwithstanding the provisions of Paragraph 
     4(a) of this Section,

(i)  a Participant, at any time prior to the 
     effective date of his retirement under 
     Section IV, XI.A.(l) or XI.A.(2) of the 
     Company's Pension and Retirement Plan, the 
     Company's Special Retirement Opportunity 
     Program, provided such retirements occur 
     during the effective dates of the 
     Company's Voluntary Separation Program, 
     the Voluntary Separation Program Prime or 
     a similar provision of a plan of an 
     affiliated group company, or

(ii) the Spouse Beneficiary of a deceased 
     Participant or Retired Participant who had 
     not reached his Required Beginning Date

     may elect, revoke, or reelect an option to have 
     the distribution in the Participant or Retired 
     Participant's accounts made no later than April 
     1 of the calendar year following the year in 
     which he attains age 70 1/2 except that, in the 
     case of a Spouse Beneficiary, distribution of 
     the balance in the accounts shall commence on 
     or before the later of the end of the year in 
     which the deceased employee would have attained 
     age 70 1/2 or the end of the year after that in 
     which the employee died. In the event the 
     Retired Participant is reemployed and reenrolls 
     in the Plan prior to the specified month, the 
     election will be revoked and no distribution 
     will be made on account of the prior 
     termination of employment. A Participant, 
     Retired Participant or Spouse Beneficiary may 
     revoke the election and request distribution of 
     the balance in the accounts at any time prior 
     to the time prescribed by this subparagraph.

(2)  With respect to a Participant, Retired 
     Participant, or Spouse Beneficiary who has made 
     an election under this Section XVI.4(e):

(i)  Transfers between Funds B, C, D and E of 
     the Regular Account and Funds B, C, D and 
     E of the Before-Tax Account shall be 
     permitted as set forth in Section VIII.l.; 
     and,

(ii) up to three (3) Withdrawals may be made 
     during each calendar year in accordance 
     with Section XIV.

(3)  At any time prior to settlement of the accounts 
     under this Subparagraph, the Participant, 
     Retired Participant, or Spouse Beneficiary may 
     direct payment of the balance of his accounts 
     in accordance with Paragraph 5 of this Section. 
     In the absence of such direction, the 
     distribution will be valued as of the date of 
     settlement.

(e)  Termination of Employment

     If termination of employment, other than a 
     termination of employment described in Section 
     XVI.2(b), occurs prior to the last scheduled work 
     day of the month, no Company Contribution will be 
     made for the month of termination.

(f)  Application of Forfeitures

     All amounts forfeited by Participants terminating 
     their participation in the Plan shall be applied to 
     reduce Company Contributions required by Section V.

(g)  Sale of Business or Facility

     A Participant, whose employment, with the Company or 
     with a partnership or a joint venture in which the 
     Company has an ownership interest and with whom such 
     Participant was employed at Company request, is to 
     be terminated in connection with the sale by the 
     Company of any business or facility or of the 
     Company's interest in such entity, may, at any time 
     prior to termination of employment, designate that 
     the balance in his Before-Tax and After-Tax Accounts 
     (including the balances in Fund L) be paid in cash 
     and promissory note(s) directly to the trustee of a 
     qualified defined contribution plan maintained by 
     the purchaser of the business or facility if such 
     plan will accept the transfer of assets and note(s).

     As of the valuation on the day of termination of the 
     Participant's employment, the balance of his 
     Before-Tax Account in Funds B, C, D and E and his 
     Regular Account in Funds B, C, D and E shall be 
     allocated to his Regular Account in Fund B and the 
     balance of his Before-Tax Account Fund L shall be 
     allocated to his Regular Account Fund L.

     Payment to the trustee of the receiving plan will be 
     made as soon as practicable after the Company 
     receives satisfactory proof that the requirements of 
     Section 414(1) of the Code will be satisfied in the 
     transfer of assets. At any time prior to such 
     transfer of assets, the individual may request 
     distribution of the balance of his accounts. Such 
     payment to the trustee of the receiving plan or 
     distribution to the individual will be in cash (and 
     promissory note(s), if applicable) as of the 
     valuation date on which such proof or request, 
     respectively, is received by the Company.

(h)  Post Termination Participation

     After termination of service, the following Former 
     Participants may elect to participate in the Plan to 
     the extent provided in this Subparagraph:

(i)  Individuals whose service is terminated due to 
     lack of work, pursuant to the Company's 
     Voluntary Termination Incentive (VTI) Policy, 
     or due to the sale of a business or facility by 
     the Company; and,

(ii) all others whose vested account balances exceed 
     $3500 at the time of termination or ever 
     exceeded $3500 and who do not consent to the 
     distribution of their account balances.

     No further Company Contributions or employee 
     After-Tax Contributions or Before-Tax Contributions 
     will be permitted and such participation shall not 
     count for vesting purposes. A total distribution may 
     be taken at any time. Total distribution shall be 
     made under this Subparagraph no later than April 1 
     of the calendar year following the year in which the 
     individual attains age 70 1/2.

(i)  If a distribution is required under the terms of 
     this Plan, pursuant to the Code, pursuant to a 
     Qualified Domestic Relations Order, or because an 
     account holder requested a distribution and the 
     account holder or alternate payee to whom such a 
     benefit must be paid or who requested payment cannot 
     be located, such distribution shall be held without 
     interest and forfeited six (6) months after the end 
     of the month in which the distribution was required 
     to be made or requested and shall be used to reduce 
     Company Contributions as provided in Section 
     XVI.4(g) provided that the amount of such forfeiture 
     shall be reinstated without interest if, prior to 
     termination of the Plan, a claim is made by the 
     account holder or alternate payee for the forfeited 
     distribution.

(j)  If an account is created for an Alternate Payee 
     pursuant to a Qualified Domestic Relations Order no 
     Company Contribution or employee After-Tax and/or 
     Before-Tax Contributions will be permitted. A total 
     distribution may be taken at any time. Total 
     distribution shall be made to the Alternate Payee 
     under this Subparagraph no later than April 1 of the 
     calendar year following the year in which the 
     Participant, from whom the Alternate Payee's account 
     was derived, attains age 70 1/2.

5.   Periodic Payment Options

(a)  In lieu of distribution of accounts in accordance 
     with Paragraph 4 of this Section,

(i)  a Participant who retires under Section IV, 
     XI.A.(l) or XI.A.(2) of the Company's Pension 
     and Retirement Plan, the Company's Special 
     Retirement Opportunity Program provided such 
     retirements occur during the effective dates of 
     the Company's Voluntary Separation Program, or 
     the Company's Voluntary Separation Program 
     Prime, at any time prior to settlement of his 
     accounts,

(ii) the Spouse Beneficiary of a deceased 
     Participant or Retired Participant who had not 
     reached his Required Beginning Date; or

(iii)     a Participant, in February of the calendar 
     year that contains his Required Beginning Date,

     may elect, revoke or reelect to have some or all 
     proceeds paid out in one of the following methods of 
     periodic payments except that in the case of Section 
     XVI.5(a)(iii) only Lifetime Periodic Payments 
     pursuant to Section XVI.5(a)(B) may be elected:

(A)  Variable Periodic Payments.
<PAGE>


     Under this option, the proceeds in the 
     Participant, Retired Participant, or 
     Spouse Beneficiary's Before-Tax and 
     Regular Accounts will be paid out in a 
     specified number of monthly or annual 
     periodic payments beginning in the month 
     following that in which the Participant 
     retires or that in which the Participant, 
     Retired Participant, or Spouse Beneficiary 
     elects periodic payout in lieu of deferral 
     under Section XVI.4(e) and ending (subject 
     to amounts available in the account) after 
     the specified number of payments have been 
     made or in the month of notification to 
     the Plan Administrator of the death of the 
     Participant, Retired Participant or Spouse 
     Beneficiary, the remainder being paid to 
     the designated beneficiary(ies) in 
     accordance with Section XVI.4(d); provided 
     that the number of monthly periodic 
     payments cannot exceed the actuarial life 
     expectancy(ies) specified in the Unisex 
     Annuity Tables promulgated by the 
     Department of Treasury under Section 72 of 
     the Code for those the same age(s) as the 
     Participant (Retired Participant or Spouse 
     Beneficiary), or as the Participant 
     (Retired Participant or Spouse 
     Beneficiary) and the oldest designated 
     primary beneficiary, if any: provided 
     further that the distribution cannot be 
     less than the amount needed to satisfy the 
     minimum distribution incidental benefit 
     requirement of Section 401(a)(9) of the 
     Code, and provided further that a Spouse 
     Beneficiary may continue to receive the 
     remaining periodic payments after the 
     death of the Participant (or Retired 
     Participant); or

(B)  Lifetime Periodic Payments.

     Under this option, the proceeds in the 
     Participant, Retired Participant, or 
     Spouse Beneficiary's Before-Tax Account 
     and Regular Account will be paid out in 
     monthly or annual periodic payments based 
     on the actuarial life expectancies 
     specified in the Unisex Annuity Tables 
     promulgated by the Department of Treasury 
     under IRC sec. 72, recalculated annually, 
     of the Participant (Retired Participant or 
     Spouse Beneficiary), or the Participant 
     (Retired Participant or Spouse 
     Beneficiary) and the oldest designated 
     primary beneficiary, beginning with the 
     month following that in which the 
     Participant retires or that in which the 
     Participant, Retired Participant, or 
     Spouse Beneficiary elects periodic payout 
     in lieu of deferral under Section 
     XVI.4(e), and ending (subject to amounts 
     available in the account) in the month of 
     notification to the Plan Administrator of 
     the death of the Participant, Retired 
     Participant, or Spouse Beneficiary, 
     provided that the distribution cannot be 
     less than the amount needed to satisfy the 
     minimum distribution incidental benefit 
     requirement of Code Section 401 (a)(9). 
     The remainder shall be paid to the 
     designated beneficiary(ies) in accordance 
     with Section XVI.4(d) except that a Spouse 
     Beneficiary of a Participant or Retired 
     Participant receiving lifetime periodic 
     payments under this Section XVI.5(a)(B) 
     based on their joint life expectancies may 
     continue receiving installments which 
     shall be recalculated annually based on 
     the spouse's life expectancy after the 
     death of the Participant or Retired 
     Participant.

(C)  Fixed Payments

     Under this option, the proceeds in the 
     Participant, Retired Participant, or 
     Spouse Beneficiary's Before-Tax Account 
     and Regular Account will be paid out in a 
     specified monthly or annual amount 
     designated by the Participant, Retired 
     Participant, or Spouse Beneficiary. The 
     designated amount shall be paid on a 
     monthly or annual basis beginning in the 
     month following that in which the 
     Participant retires or that in which the 
     Retired Participant, or Spouse Beneficiary 
     elects the Fixed Payment option and end at 
     such time as the account balance is zero.

(D)  Level Periodic Payments

Under this option, the proceeds in the 
     Participant, Retired Participant, or 
     Spouse Beneficiary's Before-Tax Account 
     and Regular Account will be paid in equal 
     monthly or annual payments calculated by 
     amortizing the account balance over a 
     number of years equal to the life 
     expectancy of such Participant, Retired 
     Participant, or Spouse Beneficiary or the 
     joint life and last survivor expectancy of 
     such Participant, Retired Participant, or 
     Spouse Beneficiary and a designated 
     beneficiary at reasonable interest 
     determined on the date payments begin by 
     the Plan Administrator.

(b)  For subparagraphs (A) variable and (B) lifetime, 
     each periodic payment during a calendar year 
     (subject to amounts available in the account) shall 
     be equal to the amount determined by dividing the 
     value of the account, at the payment commencement or 
     the last recalculation date, by the number of months 
     remaining in the term selected for payments under 
     subparagraph (A), or in the life expectancy for 
     payments under subparagraph (B), except that the 
     last payment in a term selected under subparagraph A 
     will be adjusted if necessary to liquidate the 
     account. A recalculation will be performed as of 
     each December 31.

(c)  A Participant, Retired Participant or Spouse 
     Beneficiary who elects periodic payments may make 
     Fund Transfers in accordance with Section VIII. 1 of 
     this Plan.

(d)  At any time during the periodic payout period, the 
     Participant, Retired Participant, or Spouse 
     Beneficiary may request distribution of the balance 
     in his accounts.  Such distribution will be based on 
     the value of the account as of the valuation date on 
     which the request is made. During each calendar year 
     of the periodic payout period, a Retired Participant 
     or Spouse Beneficiary is also eligible to take up to 
     three Withdrawals in accordance with Section XIV.

(e)  If a Retired Participant receiving monthly periodic 
     payments pursuant to this Paragraph is reemployed 
     prior to April 1 of the calendar year following the 
     calendar year in which he attains age 70-1/2, 
     periodic payments shall terminate. At the earlier of 
     (i) his retirement again under Section IV of the 
     Company's Pension and Retirement Plan or (ii) March 
     1 of the calendar year following the calendar year 
     in which he attains age 70-1/2, he shall designate 
     any type of distribution of the balance in his 
     accounts permitted under Paragraph 4 of this Section 
     or this Paragraph 5. However, if the Retired 
     Participant is reemployed (i) as a Limited Service 
     Employee as such term is defined in the Service 
     Rules or (ii) after February 28 of the calendar year 
     following the calendar year in which he attains age 
     70-1/2, periodic payments will continue; any 
     increase in the balance in his account(s) 
     attributable to After-Tax, Before-Tax, or Company 
     Contributions made after his reemployment will be 
     distributed in accordance with Paragraph 4 of this 
     Section when his service with the controlled group 
     is again terminated.

(f)  Notwithstanding any other provision of this Plan or 
     election by a Participant, Retired Participant or 
     Spouse Beneficiary to the contrary, distributions 
     shall be made in such minimum amounts and at such 
     times as required by Code section 401 (a)(9) and all 
     regulations thereunder. If no payment election has 
     been received by the Plan Administrator at the time 
     minimum distributions are required to be made, the 
     Plan will commence monthly payments under the 
     lifetime periodic payments under Subparagraph (B).

(g)  A Participant, Former Participant, or Spouse 
     Beneficiary who has received one or more periodic 
     payments under the Lifetime, Variable, Fixed or 
     Level Payments may revoke his prior election no more 
     than once a year and elect to receive his account 
     balance in any other periodic payment options.

6.   Reenrollment in Plan

(a)  After Voluntary Termination

     If a Participant terminates his participation in the 
     Plan and remains employed, he shall immediately be 
     eligible to participate in the Plan, except that no 
     Company Contributions will be made to the 
     Participant's accounts for any of the six months 
     following the month of termination. Upon 
     reenrollment he shall be entitled to credit for his 
     years of participation subsequent to September 30, 
     1976.

(b)  After Reemployment

     If a Participant who has, before January 1, 1985, 
     (1) voluntarily terminated participation as 
     described in Paragraph 6(a) of this Section and 
     subsequently terminated service with the Company, or 
     (2) had his participation terminated because his 
     service with the Company was terminated, is 
     reemployed, he shall immediately be eligible to 
     participate in the Plan provided he is
<PAGE>


(i)  reemployed during the same computation period 
     in which his service terminated, or

(ii) compensated with respect to more than 500 hours 
     during the computation period in which his 
     service is terminated and he is reemployed in 
     the next succeeding computation period.

     If a Participant who has, after December 31, 1984, 
     (1) voluntarily terminated participation as 
     described in Paragraph 6(a) of this Section and 
     subsequently terminated service with the Company, or 
     (2) had his participation terminated because his 
     service with the Company was terminated, is 
     reemployed, he shall immediately be eligible to 
     participate in the Plan. For purposes of the 
     preceding sentence and Sections XVI.6(c)(1) and 
     XVI.6(c)(2), absence from employment for the 
     following reasons which commences after December 31, 
     1984 shall be considered hours of service:

(i)  pregnancy or birth of a child of the 
     individual,

(ii) placement of a child with the individual in 
     connection with its adoption by the individual; 
     and

(iii)     caring for such child beginning 
     immediately after such birth or placement.

     No more than 501 hours shall be considered hours of 
     service under the preceding sentence in connection 
     with any pregnancy or placement. Upon reenrollment, 
     he shall be entitled to credit for his years of 
     participation subsequent to September 30, 1976. In 
     the case of a Participant who voluntarily terminated 
     participation, no Company Contributions will be made 
     to the Participant's accounts for any of the six 
     months following the month of termination.

(c)  Buy-Back of Forfeitures

(1)  A Participant who reenrolls in the Plan as 
     provided in (a) or (b) above, and who forfeited 
     Company Contributions on account of his 
     termination of participation in, and a 
     distribution from, the Plan, may repay at any 
     time prior to termination of employment in a 
     single cash payment an amount equal to the 
     value of the distribution at the valuation date 
     on which the withdrawal occurred.

(2)  A Participant who received a Withdrawal from 
     his Regular Account or his Before-Tax Account, 
     and who forfeited Company Contributions on 
     account of such Withdrawal, but did not 
     terminate participation in the Plan, may repay 
     in a single cash payment an amount equal to the 
     value of either (i) the Withdrawal or (ii) the 
     amount of Matched After-Tax and/or Matched 
     Before-Tax Contributions withdrawn at the 
     valuation date on which the Withdrawal 
     occurred.

(3)  A Participant who terminated participation 
     after December 31, 1984, or who made a 
     Withdrawal after December 31, 1984, in either 
     case resulting in a forfeiture of Company 
     Contributions must make the repayment provided 
     in ( 1 ) or (2) above in the case of a 
     distribution on account of separation from 
     service.

(4)  Upon repayment under ( l ) or (2) above, the 
     dollar amount of the Company Contributions 
     forfeited by the Participant will be restored 
     to his Regular Account and allocated to Funds 
     B, C, D or E in whole multiples of 1% in 
     accordance with the Participant's 
     authorization. The Participant shall authorize 
     the Company to allocate the amount repaid to 
     his Regular Account in Funds B, C, D or E in 
     the manner prescribed in Section VII. 1 for 
     allocating After Tax Contributions. All repaid 
     amounts shall be identified as Unmatched 
     After-Tax Contributions in the Participant's 
     accounts.

(5)  A Participant who terminates employment with 
     the Company and does not receive a distribution 
     from the Plan shall not have his unvested 
     Company Contributions forfeited until he has 
     incurred five consecutive One-Year Breaks in 
     Service commencing with his termination.

7.   Computation Period

     For purposes of this Section, a computation period shall 
     be a period of 12 consecutive months commencing the later 
     of January 1, 1976, or the employee's date of employment 
     or reemployment, whichever is applicable, or any 
     succeeding anniversary of such date.


XVII.     NONASSIGNMENT

     Except as provided by Section 401(a)(13) of the Code, no 
     assignment of the rights or interests of account holders under 
     this Plan will be permitted or recognized, nor shall such 
     rights or interests be subject to attachment or other legal 
     processes for debts.


XVIII.    OPERATION OF THE PLAN AS A TOP-HEAVY PLAN

     If it is determined that the Plan is a top-heavy plan, within 
     the meaning of Section 41 6(g) of the Code, for any plan year, 
     this Section will supersede all other provisions to the 
     contrary and apply for such plan year.

l.   Minimum Vesting

     Each Participant shall have a nonforfeitable right to a 
     percentage of the Company Contributions and earnings 
     thereon in his Regular Account, as determined in 
     accordance with the following table:

   Years of                   Nonforfeitable
Participation                   Percentage  

2 but less than 3                   20%

3 but less than 4                   40%

4 but less than 5                   60%

5 and greater                      100%

     For purposes of determining the years of participation of 
     a reenrolled Participant, the provisions of Sections 
     XVI.6 (a) and (b) shall apply. Vesting of nonforfeitable 
     rights to Company Contributions accrued after the Plan 
     ceases being top-heavy shall be determined in accordance 
     with the Plan's vesting provisions in effect prior to the 
     Plan becoming top-heavy.

2.   Minimum Contributions

     Contributions by the Company under the Plan, including 
     Before Tax Contributions, on behalf of each Participant 
     who has not separated from service at the end of the Plan 
     year and who is a non-key employee shall not be less than 
     three percent of his Compensation.

3.   Compensation Limitation

     For any plan year in which the Plan is a top-heavy plan, 
     the compensation limitation set forth in Code Section 41 
     6(a) shall apply.

4.   Effect on Limitation on Annual Additions

     For any plan year in which the Plan is top-heavy, the 
     combined limitation described in Section XIX.7(b) shall 
     be applied by substituting "1.0" for "1.25" wherever it 
     appears in Sections XIX. 1 2(s) and (v).

5.   Definitions - For purposes of these top-heavy provisions, 
     the following definitions shall apply:

(a)  Key employees and non-key employees. In determining 
     which employees are key employees and which are 
     non-key employees, the criteria set forth in Code 
     Section 416 and the regulations thereunder shall be 
     applied.

(b)  Top-heavy ratio. The top-heavy ratio shall be 
     computed in accordance with Code Section 416 and the 
     regulations thereunder.

(c)  Aggregation Group. For purposes of determining if 
     the Plan is a top-heavy plan for a particular Plan 
     year, each tax qualified plan of the Company in 
     which a key employee participates in the Plan year 
     containing the determination date, or any of the 
     four preceding Plan years, and each other tax 
     qualified plan of the Company, which during this 
     period, enables any plan, in which a key employee 
     participates, to meet the requirements of Code 
     Sections 401 (a)(4) or 410 shall be aggregated 
     within the required aggregation group. All other tax 
     qualified plans which are not required to be 
     aggregated under the preceding sentence but that 
     satisfy the requirements of Code Sections 401(a)(4) 
     and 4 10 when considered together with the required 
     aggregation group shall also be aggregated.

(d)  Determination Date. The determination date for any 
     Plan year shall be September 30 of the preceding 
     Plan year.

(e)  Valuation Date. The valuation date applicable to the 
     determination date shall be September 30 of the 
     preceding Plan year.


XIX. MISCELLANEOUS PROVISIONS

1.   Plan Administration

(a)  The Company shall have the authority to control and 
     manage the operation and administration of the Plan 
     and to designate one or more persons to carry out 
     the responsibilities of the operation and 
     administration of the Plan. The Named Fiduciary for 
     the investment aspects of the Plan is the Vice 
     President, Pension Fund Investment; the Named 
     Fiduciary for all other aspects of the Plan is the 
     Director, H. R. Service Company. The Company, or 
     such person or persons as the Company may designate, 
     may employ one or more persons to render advice with 
     regard to any responsibility of the Company or any 
     such person under the Plan.
<PAGE>

(b)  All authorizations, designations and requests 
     concerning the Plan shall be made by employees in 
     the manner prescribed by the Company.

(c)  The Company, or its designee by written instrument, 
     shall have the responsibility of appointing 
     Trustees, as provided in Paragraph 1 of Section IX, 
     Paragraph 1 (a) of Section X, Paragraph 1 of Section 
     XI and Paragraph 1 of Section XII, and the 
     Compensation and Benefits Committee, or its designee 
     by written instrument, shall have the responsibility 
     of making the designations called for pursuant 
     Paragraph l(b) of Section X.

(d)  The Company retains discretionary authority to 
     determine eligibility for benefits hereunder and to 
     construe the terms and conditions of the Plan. The 
     decision of the Company shall be final with respect 
     to any questions arising as to interpretation of 
     this Plan.

(e)  The Company is the Plan Administrator.

(f)  Subject to the requirements of the Code, the Company 
     may authorize the Trustees of the Plan to accept a 
     rollover of assets in cash and/or Company common 
     stock received in a qualified distribution from a 
     qualified employer plan as described in Code Sec. 
     402(a)(5), or received in a distribution from an 
     individual retirement account, as described in Code 
     Sec. 408(d)(3)(A)(ii). Any Company common stock 
     received will be allocated to Regular Account Fund 
     D. The Account Holder shall designate the manner in 
     which all other rollover contributions to the Plan 
     will be invested. All amounts so received will be 
     treated as Earnings in the Regular Account. Only 
     taxable amounts may be rolled over under this 
     Section.

(g)  A newly hired employee who has made a rollover 
     contribution to the Plan in accordance with 
     Subparagraph (f) who has not otherwise become a 
     Participant of the Plan may make, with respect to 
     his rollover contribution, fund transfers in 
     accordance with Section VIII and withdrawals in 
     accordance with Section XIV; provided, however, that 
     such employee shall not have a right to make 
     Before-Tax Contributions, After-Tax Contributions or 
     have Company Contributions made on his behalf or 
     institute loans until he has otherwise satisfied the 
     requirements imposed by Section II.

(h)  Subject to the requirements of the Code, the Company 
     may authorize the Trustees of the Plan to accept a 
     trust-to-trust transfer of assets requested by a 
     Participant, Retired Participant or Spouse 
     Beneficiary in cash and/or Company common stock 
     received from a qualified defined contribution plan 
     including the Du Pont Tax Reform Act Stock Ownership 
     Plan. The Company common stock shall be allocated to 
     Regular Account Fund D. The account holder shall 
     designate the manner in which all other transferred 
     contributions to the Plan will be invested. Taxable 
     amounts received pursuant to this Section will be 
     treated as Earnings in the Regular Account. 
     Nontaxable amounts will be treated as Unmatched 
     After-Tax Contributions.

(i)  Payments from the Plan may be "eligible rollover 
     distributions" if they are not payments for an 
     account holder's lifetime (or life expectancy), or 
     account holder's lifetime and his beneficiary's 
     lifetime (or life expectancy) or a period of ten 
     years or more. Only taxable amounts of the 
     distributions are "eligible for rollover 
     distribution".

     A Participant, Former Participant, Retired 
     Participant, Spouse Beneficiary or Alternate Payee 
     may instruct the Plan Administrator to make a direct 
     rollover of all or a portion of his distribution 
     that is an "eligible rollover distribution" to 
     another qualified plan or an Individual Retirement 
     Account.

     In the event a Participant, Former Participant, 
     Retired Participant, Spouse Beneficiary or Alternate 
     Payee elects not to make a direct rollover of all or 
     any portion of his "eligible rollover distribution", 
     the distribution shall be subject to the 20% 
     withholding specified in Code Section 3405.

(j)  Overpayments of a distribution under this Plan shall 
     be repaid within thirty (30) days after written 
     demand is made for repayment by the Plan 
     Administrator. In the event repayment is not made 
     either within thirty (30) days of such demand or in 
     accordance with such terms as may be agreed to by 
     the Plan Administrator, an amount, to the extent 
     available, equivalent to the overpaid amount shall 
     be deemed to have been withdrawn by the account 
     holder under Section XIV, XV or XVI, whichever is 
     applicable, and the limitation on the number of 
     Withdrawals contained in Section XIV.1. shall not 
     apply to such Withdrawal. Until any remaining 
     overpaid amount is repaid or restored, a Participant 
     shall neither deposit After-Tax Contributions nor 
     make Before-Tax Contributions, and Company 
     Contributions shall be suspended.

(k)  Notwithstanding any other provision of the Plan, 
     benefits under the Plan shall be limited as required 
     by the Internal Revenue Code.

2.   Administrative Expense

     Reasonable expenses of administering the Plan, including, 
     but not limited to, recordkeeping expenses, trustee fees, 
     and transactional costs shall, at the election of the 
     Plan Administrator, be paid by Participants. Brokerage 
     fees, transfer taxes, investment fees and other expenses 
     incident to the purchase and sale of securities and other 
     investments in Funds B, C, D, and E shall be included in 
     the cost of such securities or investments, or deducted 
     from the sales proceeds, as the case may be.

3.   Modification or Termination

     The Company reserves the right to change or discontinue 
     this Plan in its discretion by action of the Company or 
     by written instrument executed by such person or persons 
     as the Company may designate; provided, however, any 
     change which has the effect of reducing or terminating 
     benefits under this Plan will not be effective until one 
     year following announcement of such change by the 
     Company, unless earlier change is required to comply with 
     governmental regulations. In the event of the complete or 
     partial termination of the Plan, or complete 
     discontinuance of Company Contributions under the Plan, 
     distribution of full shares of Company common stock, and 
     all cash balances including those resulting from the 
     liquidation of Funds B, C and E will be made to the 
     affected Participants in accordance with Section 
     XVI.4(a).

4.   Transition to Amended Plan

     Where an individual is in a bargaining unit represented 
     by a union for collective bargaining, with which 
     discussions have been had concerning this Plan as last 
     amended, the provisions of the amended Plan shall not 
     become effective for such individual unless and until (i) 
     such discussions or (ii) existing collective bargaining 
     agreements result in favor of applicability of the 
     amended Plan. The terms of the Plan in effect immediately 
     prior to the last amendment shall continue to apply to an 
     individual so excluded unless and until discussions with 
     the union representing his unit have concluded in favor 
     of applicability to the unit of the amended Plan or of 
     other employee benefits in lieu thereof, or unless and 
     until the individual is made eligible under the amended 
     Plan by lawful unilateral action of the Company.

5.   Transfer of Assets

(a)  In the case of any merger or consolidation with, or 
     transfer of assets or liabilities to, any other 
     plan, each employee shall (if the Plan is then 
     terminated) receive a benefit immediately after the 
     merger, consolidation, or transfer which is no less 
     than the benefit to which he would have been 
     entitled immediately before the merger, 
     consolidation, or transfer (if the Plan had then 
     terminated).

(b)  (1)  In connection with an individual's 
     transfer of employment to an affiliated group 
     company or pursuant to such individual's 
     employment at Company request with a 
     partnership or joint venture in either of which 
     the Company has an ownership interest, he may 
     elect to have the value of the balances in his 
     accounts in Funds B, C, D, E and L in this Plan 
     transferred to the qualified profit-sharing 
     plan of the company to which he was last 
     transferred or of such partnership or joint 
     venture by which he was last employed. The 
     transfer of account balances may be made in 
     cash or in kind, whichever the Plan 
     Administrator determines most appropriate under 
     the circumstances. The balance in the 
     individual's Before-Tax Account will not be 
     transferred unless the plan to which it is to 
     be transferred satisfies the requirements of 
     Code Section 401 (k). The balance in his 
     account in Fund L will not be transferred if 
     the trustee under the receiving plan will not 
     accept the individual's promissory note(s). 
     Account balances to be transferred will be 
     valued and transferred as soon as practicable 
     following receipt by the Plan Administrator of 
     proof satisfactory to the Plan Administrator 
     that the Plan to which assets are being 
     transferred is a tax-qualified plan under the 
     Code. The individual may exercise this option 
     at any time prior to termination of employment 
     with the affiliated group or such partnership 
     or joint venture. At any time prior to making 
     such election the individual will be considered 
     a Participant, except that such Participant 
     shall not be permitted to make deposits to his 
     accounts; provided, however, that an individual 
     whose employment was transferred to an 
     affiliated group company may make Supplemental 
     Savings Deposits as provided under Section IV. 
     1 (b). The maximum allowable Supplemental 
     Savings Deposit for an individual whose 
     employment was transferred to an affiliated 
     group company shall be determined as if he had 
     terminated participation in the month of his 
     transfer of employment. If the individual 
     terminates employment with the affiliated group 
     or such partnership or joint venture prior to 
     exercising his option, distribution of the 
     balances in his accounts will be made as 
     provided in Paragraphs 4 and 5 of Section XVI.
<PAGE>


(2)  In connection with an individual's transfer of 
     employment from an affiliated group company or 
     an individual's employment with the Company 
     immediately upon the termination of such 
     individual's employment, at Company request, 
     from a partnership or joint venture in either 
     of which the Company has an ownership interest, 
     the balances in his qualified profit-sharing 
     plan accounts which are transferred to this 
     Plan will be deposited in Regular and 
     Before-Tax Accounts, as appropriate, and 
     allocated in cash or in kind to Funds B, C, D, 
     or E, except that any cash transferred will be 
     deposited in Fund B and any promissory note(s) 
     will be converted to a promissory note under 
     this Plan and transferred to Fund L. The 
     determination of whether the account balances 
     are to be transferred in cash or in kind shall 
     be made by the Plan Administrator.

     Except for purposes of Section IV. 1 (b), an 
     individual's period of participation under this 
     Plan will include his period of continuous 
     participation in the qualified profit-sharing 
     plan of the affiliated group company 
     immediately preceding the transfer of 
     employment. With respect to an individual who 
     was employed by the Company immediately upon 
     the termination of such individual's 
     employment, at Company request, from a 
     partnership or joint venture in which the 
     Company has an ownership interest, years of 
     participation by the individual in such 
     entity's qualified profit-sharing plan shall be 
     recognized as years of participation in this 
     Plan provided such individual transfers his 
     entire account balance from the qualified 
     profit-sharing plan of such entity to this 
     Plan. An individual with respect to whom 
     company contributions to the plan of an 
     affiliated group company or such partnership or 
     joint venture were suspended at the time of his 
     transfer or of his employment by the Company 
     from such partnership or joint venture will not 
     be entitled to Company Contributions under this 
     Plan until the suspension period lapses. A 
     withdrawal by a participant of any part of a 
     qualified profit-sharing plan account remaining 
     to his credit in the plan of an affiliated 
     group company or such partnership or joint 
     venture, where such account remains after his 
     transfer from such affiliate, partnership or 
     joint venture to any other affiliate, 
     partnership or joint venture will have the same 
     effect on his participation in this Plan as if 
     he made such withdrawal from this Plan.

(c)  In connection with the acquisition of a business or 
     facility, the Company, in its discretion, may direct 
     the Trustee of Fund B of the Plan to accept a 
     transfer of assets, in cash, or the Trustees of 
     Funds B and L to accept a transfer of assets in a 
     combination of cash and promissory note(s) which 
     note(s) must be converted to note(s) under this Plan 
     and transferred to Fund L from the trustee(s) of a 
     qualified defined contribution plan maintained by 
     the seller of the business or facility. The cash 
     received will be allocated to the employees' 
     accounts in Fund B based on the value on the date in 
     which the transfer takes place. Amounts received 
     which were employee contributions will be treated as 
     Unmatched After-Tax amounts; amounts which were 
     Before-Tax Contributions will be treated as 
     Unmatched Before-Tax amounts; amounts which were 
     Earnings on Before-Tax amounts will be treated as 
     Earnings on Before-Tax amounts; and all other 
     amounts received will be treated as Earnings in the 
     Regular Account. The Board of Benefits and Pensions 
     may recognize service with the seller by an employee 
     for purposes of eligibility in this Plan and may 
     also recognize participation in the seller's plan by 
     an employee who enrolls in the Plan and whose entire 
     account assets are transferred to this Plan for 
     purposes of participation in this Plan, and the 
     assets transferred for his account will be valued in 
     accordance with Section X.3.

(d)  In connection with the previous acquisition of a 
     business or facility in which the seller agreed to 
     later reemploy individuals who had become employees 
     of the Company, the Company may, in its discretion, 
     direct the Trustees of the Plan to transfer account 
     balances of Former Participants who are so 
     reemployed to the trustee of the seller's qualified 
     defined contribution plan, provided the requirements 
     of Section 414(1) of the Code will be satisfied in 
     the transfer of assets.

6.   No Guarantee of Security Values

     The Company does not guarantee or represent in any way 
     that the value of stocks and other assets in which the 
     account holder has an interest will increase or will not 
     decrease. Each Participant assumes all risks in 
     connection with any changes in the value of securities 
     and other assets in the various Funds in which he may 
     have an interest.

7.   Limitations on Annual Additions

     This Plan provision supersedes any other Plan provision 
     which would conflict with this one.

(a)  In no case may annual additions to a Participant's 
     account, determined on a calendar year basis, either 
     solely under the Plan or under an aggregation of the 
     Plan with all other Defined Contribution Plans 
     maintained by the Corporate Employer, exceed the 
     lesser of 25% of his Compensation or $30,000 (or, if 
     greater, one-fourth of the dollar limitation in 
     effect under Code sec. 415(b)(1)(A) for the year). 
     For this purpose, "annual additions" are, for any 
     year, the sum of (1) contributions to a Defined 
     Contribution Plan on behalf of a Participant by the 
     Corporate Employer, including deferrals under Code 
     sec. 401(k), and (2) employee contributions; 
     provided, however, that Annual Additions for any 
     Plan Year beginning before January 1, 1987, shall 
     not be recomputed to treat all the employee's 
     contributions as Annual Additions. If the limitation 
     in this paragraph would otherwise be exceeded, 
     After-Tax and Before-Tax Contributions will be 
     returned or paid, and Company Contributions will be 
     removed from the employee's account and applied to 
     reduce the subsequent contributions of the Company 
     under the Plan, to the extent necessary, as 
     determined by the Plan Administrator.

(b)  When annual additions are viewed in conjunction with 
     an employee's interest in all other Defined Benefit 
     and Defined Contribution Plans of the Corporate 
     Employer, the sum of the Defined Benefit Plan 
     Fraction and the Defined Contribution Plan Fraction 
     for any year shall not exceed 1.0. If the limitation 
     in this paragraph would otherwise be exceeded, the 
     Plan Administrator shall determine the extent to 
     which the Participant's benefit under any one or 
     more of such plans shall be reduced in order to 
     comply with that limitation in such a manner as to 
     maximize the aggregate benefits payable to the 
     Participant.
<PAGE>


(c)  From time to time, and at least annually, the level 
     of participation in the Plan will be reviewed and, 
     if necessary, the amount of After Tax and Before Tax 
     Contributions which may be elected in accordance 
     with Paragraph 1 of Section IV will be adjusted to 
     assure that the Plan continues to satisfy Internal 
     Revenue Service guidelines.

8.   Qualified Domestic Relations Orders

     The Plan will make payment from an account holder's 
     Regular and/or Before-Tax Account as required by a 
     qualified domestic relations order, as defined under Sec. 
     414(p) of the Code. Any amounts awarded to an alternate 
     payee, prior to the death of the Participant, Former 
     Participant or Retired Participant pursuant to a domestic 
     relations order determined by the Plan Administrator to 
     be qualified shall be distributed within 90 days of such 
     determination, unless the qualified domestic relations 
     order specifies that the Alternate Payee shall have an 
     account in the Plan. No Loan, Withdrawal, or other action 
     otherwise permissible pursuant to any provision of the 
     Plan shall be taken which, in the opinion of the Plan 
     Administrator, may be inconsistent with the provisions of 
     a qualified domestic relations order.

9.   Subsidiaries with No Defined Benefit Pension Plan

     For purposes of Sections XVI.2(b)(1), XVI.4(e)(1)(i), 
     XVI.5(a)(i) and X~/'I.5(e) only, a Participant with at 
     least 50 years of age and 15 years of service who 
     voluntarily terminates from a subsidiary that has no 
     defined benefit pension plan shall be treated the same as 
     a Participant who retired under Section IV of the 
     Company's Pension and Retirement Plan.

10.  Normal Retirement Age and Years of Participation

     Normal retirement age under the Plan is age 65. A 
     Participant's years of participation will include (1 ) 
     his period of continuous participation in the Plan 
     immediately prior to January 1, 1976, and (2) any 
     computation period during which an employee participates 
     in the Plan and at the same time is compensated with 
     respect to 1,000 or more hours or, if greater, the period 
     of his continuous participation after January 1, 1976. 
     For determining years of participation, an employee will 
     be treated as being compensated with respect to 190 hours 
     for each month in which he is compensated with respect to 
     at least one hour. In the case of a reenrolled 
     Participant, periods of participation prior to 
     reenrollment will be recognized only as provided in 
     Paragraph 6 of Section XVI.

11.  Compensation Taken into Account

     The maximum amount of annual compensation of a 
     Participant that shall be taken into account under this 
     Plan for any year shall not exceed the amount prescribed 
     in Code Section 401 (a)(17).

12.  No Decrease of Accrued Benefit

     No amendment to the Plan shall be effective to the extent 
     it has the effect of decreasing a Participant's accrued 
     benefit. For purposes of this paragraph, a Plan amendment 
     which has the effect of decreasing the Participant's 
     account balance or eliminating an optional form of 
     benefit, with respect to the benefits attributable to 
     service before the amendment shall be treated as reducing 
     an accrued benefit.

13.  Definitions

(a)  The term "Affiliated Group" means the Controlled 
     Group, but does not include any foreign subsidiary 
     or any domestic subsidiary which derives in excess 
     of 50% of its gross income for a taxable year from 
     sources without the United States (as defined in 
     Section 7701(a.)(9) of the Code).

(b)  The term "Code" means the Internal Revenue Code of 
     1986, as amended.

(c)  The term "Company" means E. I. du Pont de Nemours 
     and Company, any wholly owned subsidiary or part 
     thereof and any joint venture or partnership in 
     which E. I. du Pont de Nemours and Company has an 
     ownership interest, provided that such entity ( 1 ) 
     adopts this Plan with the approval of the E. I. du 
     Pont de Nemours and Company, or such person or 
     persons as the E. I. du Pont de Nemours and Company 
     may designate and (2) agrees to make contributions 
     in respect of any of its employees who become 
     Participants of the Plan.

(d)  The term "Controlled Group" means E. I. du Pont 
     de Nemours and Company and its controlled group of 
     corporations within the meaning of Section 1 563(a) 
     of the Code.

(e)  The term "Before-Tax Account" means the account in 
     which a Participant's Before-Tax Contributions and 
     earnings thereon are maintained.

(f)  The term "employee"

(1)  includes all employees of the Company;

(2)  includes U.S. citizens on leaves of absence 
     granted under Section IV. 1 .(g) of the Service 
     Rules, hired by the Company and subsequently 
     employed by a foreign or domestic subsidiary of 
     the Company, who may be treated as employees of 
     the Company under Section 406 or 407 of the 
     Code;

(3)  includes a non-U.S. citizen on leave of absence 
     granted under Section IV. l(g) of the Service 
     Rules, hired by the Company and subsequently 
     employed by a member of the controlled group;

(4)  excludes an individual who is on temporary 
     assignment with the Company from a foreign 
     affiliate of the Company with the expectation 
     that he will return to duties with the foreign 
     affiliate at the end of a period not exceeding 
     three years; and

(5)  includes an individual who must be treated as 
     an employee under Section 414(n) of the Cod (a 
     "Leased Employee"), but only to the extent 
     required by that Code section and final 
     regulations thereunder. A Leased Employee shall 
     be treated as an employee for purposes of 
     determining Hours of Service for participation 
     and nonforfeitability of benefits (in the event 
     the individual becomes an employee without 
     regard to this paragraph). A Leased Employee 
     shall be treated as an employee for purposes of 
     the other requirements set out in Section 
     414(n)(3) of the Code.

(g)  The term "Hour" means each hour for which an 
     employee is compensated or entitled to compensation 
     for the performance of duties and includes each such 
     hour for which back pay, irrespective of mitigation 
     of damages, has been awarded or agreed to by the 
     Company. An hour also includes each hour for which 
     an employee is compensated or entitled to 
     compensation due to vacation, holiday, illness, 
     incapacity (including disability), jury duty, 
     military duty or leave of absence. No more than 501 
     hours shall be credited hereunder to any employee on 
     account of any single continuous period during which 
     no duties are performed unless such period of 
     compensation is taken into account in determining an 
     employee's length of continuous service under the 
     Service Rules. Hours shall be credited to the period 
     during which the duties are performed or to which 
     the payment relates and, in the case of a period 
     where no duties are performed, shall be credited on 
     the basis of the number of regularly scheduled 
     working hours during the period. All hours shall be 
     credited in conformance with Section 2530.200b-2(b) 
     and (c) of Department of Labor regulations, which is 
     incorporated herein by reference.

(h)  The term "Matched Before-Tax" means Before-Tax 
     Contributions on which related Company Contributions 
     are based.

(i)  The term "Matched Regular" means After-Tax 
     Contributions on which related Company Contributions 
     are based and all After-Tax Contributions deposited 
     in the Participant's accounts prior to January 1, 
     1980.

(j)  The term "Normal Annual Earnings" means the 
     employee's regular rate of pay as computed by the 
     Company on an annual basis without consideration of 
     occasional or temporary variations from normal 
     working hours. For purposes of this Plan, "pay" 
     shall not include (1) allowances in connection with 
     transfer of employment or termination of employment 
     and other special payments, or (2) awards, Variable 
     Pay or payments under a gain sharing program, the 
     Special Compensation Plan, the Incentive 
     Compensation Plan, the Stock Option Plan, the former 
     Dividend Unit Plan, or similar plans of the Company 
     or any of its affiliated companies.

(k)  The term "Plan Year" means October 1 through 
     September 30.

(l)  The term "Regular Account" means the account in 
     which a Participant's After-Tax Contributions, 
     Company Contributions, and earnings thereon are 
     maintained.
<PAGE>

(m)  The term "Service Rules" means the Company's 
     Continuity of Service Rules.

(n)  The term "Settlement" means final valuation of an 
     account holder's accounts in preparation for 
     distribution of the balance of his accounts.

(o)  The term "Unmatched Regular-Tax" means Before-Tax 
     Contributions on which no related Company 
     Contributions are based.

(p)  The term "Unmatched After-Tax" means After-Tax 
     Contributions deposited in the Participant's 
     accounts after December 31, 1979, on which no 
     related Company Contributions are based.

(q)  The term "Corporate Employer" shall mean the 
     Controlled Group, as modified by Code Section 
     415(h).

(r)  The term "Defined Benefit Plan" shall mean a defined 
     benefit plan as defined in Code Section 414(j) that 
     is qualified under the Code.

(s)  The term "Defined Benefit Plan Fraction" for any 
     year shall be a fraction, the numerator of which is 
     an amount representing the total Projected Annual 
     Benefit of the employee under all Defined Benefit 
     Plans of the Corporate Employer, determined as of 
     the close of the year, and the denominator of which 
     is the lesser of (i) the product of 1.25 multiplied 
     by the dollar limitation set forth in Code sec. 
     415(b)(1)(A) (as adjusted under Code sec. 415(b)(2) 
     or in accordance with regulations or other official 
     announcements issued by the Secretary of Treasury), 
     or (ii) the product of 1.4 multiplied by 100% of the 
     employee's average Compensation for his high 3 
     years.

(t)  The term "Compensation" shall mean the compensation 
     of the Participant, as defined in Treasury Reg. 
     1.415-2(d), from the Corporate Employer for the 
     year. The annual compensation of each Participant 
     taken into account for determining all benefits 
     provided under the Plan for any determination period 
     shall not exceed $200,000, for Plan Years after 
     December 31, 1988, and shall not exceed $150,000 for 
     Plan Years after December 31, 1993, as such limit is 
     adjusted by the Secretary as provided under Section 
     415(d) of the Code. If the period for determining 
     compensation used in calculating an allocation for a 
     determination period is a short Plan Year (i.e., 
     shorter than 12 months), the annual compensation 
     limit is an amount equal to the otherwise applicable 
     annual compensation limit multiplied by a fraction, 
     the numerator of which is the number of months in 
     the short Plan Year, and the denominator of which is 
     12.

     In determining the compensation of a Participant for 
     purposes of this limitation, the family aggregation 
     rules of Section 414 (q)(6) of the Code shall apply, 
     except that in applying such rules, the term 
     "family" shall include only the spouse of the 
     Participant and any lineal descendants of the 
     Participant who have not attained age 19 before the 
     close of the year. If, as a result of the 
     application of such rules, the adjusted limitation 
     is exceeded, then the limitation shall be prorated 
     among the affected individuals in proportion to each 
     such individual's compensation as determined under 
     this section prior to the application of this 
     limitation.

(u)  The term "Defined Contribution Plan" shall mean a 
     defined contribution plan as defined in Code Section 
     414(i) that is qualified under the Code.

(v)  The term "Defined Contribution Plan Fraction" for 
     any year shall mean a fraction, the numerator of 
     which is the sum of the annual additions to the 
     employee's account under all Defined Contribution 
     Plans of the Corporate Employer as of the close of 
     the year, and the denominator of which is the sum of 
     the lesser of the following amounts determined for 
     such year and for each prior year of service with 
     the Corporate Employer: (i) the product of 1.25 
     multiplied by the dollar limitation under Code 
     Section 415(c)(1)(A) for such year (determined 
     without regard to Code Section 415(c)(6)), or (ii) 
     the product of 1.4 multiplied by 25% of the 
     employee's Compensation for such year. In applying 
     this definition with respect to years beginning 
     before January I, 1976:

(1)  The aggregate amount taken into account in 
     determining the numerator of the Defined 
     Contribution Plan Fraction may not exceed the 
     aggregate amount taken into account in 
     determining the denominator of the Defined 
     Contribution Plan Fraction, and

(2)  The amount taken into account in determining 
     the amount of an employee's contributions in 
     excess of 6 percent of his Compensation for any 
     year concerned shall be an amount equal to the 
     excess of the aggregate amount of employee 
     contributions for all years beginning before 
     January 1, 1976, during which the employee was 
     an active Participant in the Defined 
     Contribution Plans of the Corporate Employer, 
     over 10 percent of the employee's aggregate 
     Compensation for all such years, multiplied by 
     a fraction, the numerator of which is 1 and the 
     denominator of which is the number of years 
     beginning before January 1, 1976, during which 
     the employee was an active Participant in the 
     Defined Contribution Plan. For such purpose, 
     employee contributions made on or after October 
     2, 1973 shall be taken into account only to the 
     extent that the amount of such contributions 
     does not exceed the maximum amount of employee 
     contributions permissible under the Defined 
     Contribution Plans as in effect on October 2, 
     1973.

     An amount shall be subtracted from the 
     numerator of the Defined Contribution Plan 
     Fraction (not exceeding such numerator) as 
     prescribed by the Secretary of the Treasury so 
     that the sum of the Defined Benefit Plan 
     Fraction and Defined Contribution Plan Fraction 
     computed under Code section 415(e)(1) does not 
     exceed 1.0 for the Plan year beginning October 
     1, 1986.

(w)  The term "Projected Annual Benefit" shall mean the 
     benefits which are projected to be paid annually 
     under all Defined Benefit Plans of the Corporate 
     Employer to an employee payable as a straight life 
     annuity commencing at normal retirement age. Such 
     projection shall be based on the assumptions that:

(1)  The employee's compensation for all future 
     years will equal his Compensation for the year 
     of computation,

(2)  The employee's future participation in the 
     Defined Benefit Plans of the Corporate Employer 
     will continue uninterrupted until he has 
     reached normal retirement age and that he will 
     earn a full year of service for each full year 
     he participates in the Defined Benefit Plans of 
     the Corporate Employer during that period, and

(3)  All other relevant factors considered in 
     computing the benefits will remain constant 
     with the year of computation.

(x)  The term "Transfer" means transfer of Plan assets 
     between or among the various Plan Funds in 
     accordance with Section VIII. of the Plan.

(y)  The term "Highly Compensated" shall mean those 
     Participants or employees who are highly compensated 
     within the meaning of Code section 414(q).

(z)  The term "Variable Pay" shall mean the variable 
     payment under a pay program that relates a portion 
     of total pay to business objectives such that if 
     objectives are met, targeted pay levels are reached; 
     but if objectives are exceeded or are not met, pay 
     is above or below targeted levels.

(aa) The term "Spouse Beneficiary" shall mean a spouse 
     who is designated a primary beneficiary of a 
     Participant or Retired Participant in accordance 
     with Section XVI.4(d).

(bb) The term "Participant" shall mean an employee of the 
     Company who is participating in this Plan in 
     accordance with the terms of the Plan.

(cc) The term "Retired Participant" shall mean such 
     person who had been a Participant but who retired 
     under Section IV, XI.A.(I ) or XI.A.(2) of the 
     Company's Pension and Retirement Plan.

(dd) The term "Former Participant" shall mean an 
     individual who had been a Participant but who 
     terminated his service with the Company under 
     circumstances described in Section XVI.4((h) (i) or 
     (ii).

(ee) The term "Gain-Sharing Program" shall mean a pay 
     program that provides additional pay only if 
     business objectives are exceeded.

(ff) The term "Required Beginning Date" for an individual 
     born after June30, 1917 shall mean April 1 of the 
     calendar year following the calendar year in which 
     he attains age 70 1/2 and for an individual born 
     before July I, 1917 shall mean April I of the 
     calendar year following the later of the calendar 
     year in which he attains age 70 1/2 or the calendar 
     year in which he retires.
<PAGE>


                                                  EXHIBIT 4(b)













                   SALARY DEFERRAL & SAVINGS RESTORATION
                              PLAN









               Originally Adopted - April 26, 1994

                   Effective - April 26, 1994
















                  E. I. du Pont de Nemours and Company
<PAGE>




                   SALARY DEFERRAL & SAVINGS RESTORATION PLAN
 


I.   PURPOSE
          The purpose of this Plan is to provide an eligible 
     employee 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 plan(s) and thereby recover benefits lost 
     because of that restriction.


II.  ADMINISTRATION

          The administration of this Plan is vested in the Board of 
     Benefits and Pensions appointed by Company.  The Board may 
     adopt such rules as it may deem necessary for the proper 
     administration of the Plan, and may appoint such person(s) or 
     group(s) as may be judged necessary to assist in the 
     administration of the Plan.  The Board's decision in all 
     matters involving the interpretation and application of this 
     Plan shall be final.  The Board 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 participating in the 
     Company's tax-qualified defined contribution plan(s) 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').

          For purposes of this Plan, the term "Company" means E.I. 
     du Pont de Nemours and Company, any wholly-owned subsidiary or 
     part thereof and any joint venture or partnership in which 
     E.I. du Pont de Nemours and Company has an ownership interest, 
     provided that such entity (1) adopts this Plan with the 
     approval of the E.I. du Pont de Nemours and Company and (2) 
     agrees to make the necessary financial commitment in respect 
     of any of its employees who become Participants in this Plan.


          Participation in this Plan is entirely voluntary.



IV.  PARTICIPANTS'  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 de-ferral percentage credited to 
          a Participant Account under this Plan.  The deferral 
          percentage elected under this Plan shall not exceed that 
          allowed in the tax-qualified defined contribution plan(s) 
          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 ir-
          revocable for that calendar year.

               For purposes of a Participant's first year of 
          participation in this Plan, the compensation 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.  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 contribution that would be 
          provided to that Participant under the terms of the 
          Company's tax-qualified defined contribution plan(s) in 
          which (s)he is participating.

     (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(s) in which (s)he is participat-ing.  
          Additional credit (or debit) amounts will be posted to 
          the Participant's Account in this Plan based on the 
          performance of those invest-ment options.

               The Participant shall have the right to:  

          (1)  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 
               Company's tax-qualified defined contribution plan in 
               which (s)he is participating; 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 Company's tax-qualified 
               defined contribution plan(s) in which (s)he is par-
               ticipating.

     (D)      Credits to Accounts.  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 Participants 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 practical after termination of 
     employment unless the Participant irrevocably elects under 
     rules prescribed by the Board of Benefits and Pensions 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 to change or discontinue 
     this Plan in its discretion by action of the Compensation & 
     Benefits Committee.




<PAGE>




                                                     EXHIBIT 5


DU PONT




                              August 7, 1995




E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware  19898

Gentlemen/Ladies:

     Reference is made to the Registration Statement being
filed by you with the Securities and Exchange Commission, 
relating to 11,000,000 shares of E. I. du Pont de Nemours and 
Company (hereinafter called "the Company") $0.60 par value 
Common Stock ("Common Stock").

     It is my opinion that:

     (a)  the Company is duly organized and existing under
     the laws of the State of Delaware; and

     (b)  all shares of Common Stock so registered are or 
     will when sold, be legally issued, fully paid and 
     nonassessable.

     I hereby consent to the use of this opinion in 
connection with the above-mentioned Registration Statement.

                              Very truly yours,

                              
                              /s/ Howard J. Rudge

                              Howard J. Rudge
                              Senior Vice President and 
General Counsel

HJR/pat

<PAGE>



                                                  EXHIBIT 23(a)


                 CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this 
Registration Statement on Form S-8 of our report dated 
February 16, 1995, which appears on page 38 of the 1994 Annual 
Report to Stockholders of E. I. du Pont de Nemours and Company, 
which is incorporated by reference in E. I. du Pont de Nemours 
and Company's Annual Report on Form 10-K for the year ended 
December 31, 1994.


/s/ Price Waterhouse LLP
 
Price Waterhouse LLP
30 South Seventeenth Street
Philadelphia, Pennsylvania  19103

August 8, 1995

<PAGE>


                                                       EXHIBIT 24


                          POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the person whose signature 
appears below constitutes and appoints (1) the Senior Vice 
President and General Counsel or any Vice President and Assistant 
General Counsel of E. I. du Pont de Nemours and Company 
(hereinafter referred to as the "Company"), and (2) the Senior Vice 
President - DuPont Finance, or any Vice President, DuPont Finance, 
jointly, in his or her name, place and stead, in any and all 
capacities, to execute and file, or cause to be filed, with the 
Securities and Exchange Commission, a Registration Statement on 
Form S-8 relating to DuPont common stock, $0.60 par value, offered 
under the Company's Savings and Investment Plan, any and all 
amendments thereto (including post-effective amendments), and all 
matters required by the Commission in connection with such 
registration under the Securities Act of 1933, as amended, granting 
unto said attorneys-in-fact and agents full power and authority to 
do and perform each and every act and thing requisite and necessary 
to be done as fully to all intents and purposes as he or she might 
or could do in person, hereby ratifying and confirming all that 
said attorneys-in-fact and agents may lawfully do or cause to be 
done by virtue hereof.
<PAGE>


/s/  E. S. WOOLARD, JR.                 May 19, 1995        
          Director                           Date

/s/      J. A. KROL                     May 24, 1995        
          Director                           Date

/s/  C. S. NICANDROS                    May 21, 1995        
          Director                           Date

/s/    A. F. BRIMMER                    May 24, 1995        
          Director                           Date

/s/    E. B. DU PONT                    May 24, 1995        
          Director                           Date

/s/    C. M. HARPER                     May 24, 1995        
          Director                           Date

/s/    W. K. REILLY                     May 24, 1995        
          Director                           Date

/s/    H. R. SHARP, III                 May 24, 1995        
          Director                           Date

/s/      C. M. VEST                     May 24, 1995        
          Director                           Date

<PAGE>



DuPont Legal
Wilmington, DE  19898








                                   August 9, 1995




Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Sir/Madam:

          On behalf of E. I. du Pont de Nemours and Company 
("DuPont"), I am transmitting a Registration Statement on Form 
S-8 for the Savings and Investment Plan and the Salary 
Deferral and Savings Restoration Plan of DuPont, covering 
11,000,000 shares of common stock and an indeterminate amount 
of participation interests, for filing in accordance with the 
requirements of the Securities Act of 1933. 

          DuPont's wire transfer in the amount of $250,581.90 
in payment of the filing fee has been transmitted to the SEC's 
lockbox.

          If you have any questions concerning the 
Registration Statement, please call me at (302) 774-5303.


                                   Very truly yours,


                                   /s/ Mary E. Bowler

                                   Mary E. Bowler
                                   Senior Counsel and 
                                   Assistant Secretary
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 162824}]
PAGE 1

                              Registration Statement No. 33-00000
  -----------------------------------------------------------------
  -----------------------------------------------------------------

                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549
  -----------------------------------------------------------------

                              FORM S-8
                       REGISTRATION STATEMENT
                                UNDER
                     THE SECURITIES ACT OF 1933
  -----------------------------------------------------------------

                E. I. DU PONT DE NEMOURS AND COMPANY
       (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 1007 MARKET STREET
      DELAWARE     WILMINGTON, DELAWARE  19898         
51-0014090
   (STATE OR OTHER    (ADDRESS OF PRINCIPAL        (I.R.S. 
EMPLOYER
    JURISDICTION       EXECUTIVE OFFICES)              
IDENTIFICATION NO.)
 OF INCORPORATION OR
    ORGANIZATION)
                           --------------

                   SAVINGS AND INVESTMENT PLAN AND
                     SALARY DEFERRAL AND SAVINGS
                         RESTORATION PLAN OF
                E. I. DU PONT DE NEMOURS AND COMPANY
                     (FULL TITLES OF THE PLANS)

                           --------------

     CHARLES L. HENRY, SENIOR VICE PRESIDENT -- DU PONT FINANCE
                E. I. DU PONT DE NEMOURS AND COMPANY
                         1007 MARKET STREET
                     WILMINGTON, DELAWARE  19898
               (NAME AND ADDRESS OF AGENT FOR SERVICE)

    TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE:
                            302-774-1000
                           --------------

         APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES 
                       PURSUANT TO THE PLANS:
               From time to time after August 9, 1995
                           --------------
PAGE 2

                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
------------------------------------------------------------------------
                                    PROPOSED     PROPOSED
                                    MAXIMUM      MAXIMUM
                      AMOUNT        OFFERING     AGGREGATE      AMOUNT OF
TITLE OF SECURITIES   TO BE         PRICE        OFFERING       REGISTRATION
TO BE REGISTERED      REGISTERED    PER SHARE    PRICE          FEE
------------------------------------------------------------------------
Common Stock
11,000,000
$66.0625
726,275,000.00 $250,581.90
$.60 par value                                   
                         
                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The documents listed below, previously filed with the 
Securities and Exchange Commission, are incorporated by reference 
in this Registration Statement:

     (a)  DuPont's Annual Report on Form 10-K for the year
          ended December 31, 1994.

     (b)  DuPont's Quarterly Report on Form 10-Q for the 
          quarter ended March 31, 1995.

     (c)  DuPont's Current Reports on Form 8-K as filed on 
          January 25, 1995, April 7, 13, 24 and 27, 1995,
          June 15, 1995, and July 26, 1995.

     (d)  Savings and Investment Plan's Annual Report on Form 11-K 
          for the plan year ended September 30, 1994.

     All documents subsequently filed by DuPont or the Savings and 
Investment Plan of DuPont pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934, prior to the filing 
of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all such 
securities then remaining unsold, shall be deemed to be 
incorporated by reference in this Registration Statement and to be 
a part hereof from the date of filing of such documents.
[FN]
In addition, pursuant to Rule 416(c) under the Securities Act 
    of 1933, this registration statement also covers an 
    indeterminate amount of interests to be offered or sold 
    pursuant to the employee benefit plan(s) described herein.
The shares of Common Stock to be registered consist of shares 
    to be acquired by the Trustee pursuant to the operation of the 
    Savings and Investment Plan.  The aggregate offering price has 
    been calculated pursuant to Rule 457(c) by multiplying such 
    number of shares by the average of the high and low prices of 
    E. I. du Pont de Nemours and Company Common Stock as reported 
    on the New York Stock Exchange Composite Tape on August 3, 
    1995. 
                                II-1
PAGE 3

Item 4.  Description of Securities

     Holders of DuPont Common Stock are entitled to receive 
dividends that may be declared by the Board of Directors of 
DuPont from surplus or net earnings, but not until all cumulative 
dividends on preferred stock shall have been declared and set 
apart for payment at the annual rates of $4.50 a share for the 
$4.50 Series and $3.50 a share for the $3.50 Series.  Holders of 
DuPont Common Stock have the right to vote on all questions to 
the exclusion of all other stockholders, except as otherwise 
expressly provided by law or unless DuPont shall be in default in 
the payment of dividends on preferred stock for a period of six 
months.  In the latter event, until accumulated and unpaid 
dividends on preferred stock of all series shall have been paid, 
the holders of the outstanding preferred stock shall have the 
exclusive right, voting separately and as a class, to elect two 
directors, or if the total number of directors of DuPont be only 
three, then only one director, at each meeting of stockholders 
held for the purpose of electing directors.

     On liquidation, dissolution, or winding up of DuPont, 
whether voluntary or involuntary, after payments have been made to 
holders of preferred stock, holders of DuPont Common Stock have 
the right to share ratably the remaining assets available for 
distribution.  In the event of voluntary liquidation, holders of 
preferred stock are entitled to accumulated dividends and $115 a 
share for the $4.50 Series and $107 a share for the $3.50 Series; 
in the event of involuntary liquidation, holders of both series 
are entitled to accumulated dividends and $100 a share.  Holders 
of DuPont Common Stock do not have any preemptive rights.

     Amounts deferred and credited to participants' accounts under 
the terms of the Salary Deferral and Savings Restoration Plan are 
treated as having been invested in one or more of the investment 
options available under the Savings and Investment Plan (as 
described therein and in the Summary Plan Description for the 
Savings and Investment Plan).  Credit or debit amounts are posted 
to the participants' accounts in the Salary Deferral and Savings 
Restoration Plan based on the performance of those investment 
options in the Savings and Investment Plan.  The balances in 
participants' accounts in the Salary Deferral and Savings 
Restoration Plan are unfunded general obligations of DuPont and no 
participant has any claim to or security interest in any asset of 
DuPont on account thereof.

Item 5.  Interests of Named Experts and Counsel

     The validity of the issue of DuPont Common Stock offered hereby 
has been passed on by Howard J. Rudge, Esq., Senior Vice President 
and General Counsel of DuPont.  Mr. Rudge beneficially owned as of 
August 7, 1995, 12,852.66 Shares of Common Stock of DuPont, and 
86,056 shares of which he has the right to acquire beneficial 
ownership within 60 days through the exercise of stock options 
awarded under DuPont's Stock Option Plan.

                                II-2
PAGE 4

Item 6.  Indemnification of Directors and Officers

     Under provisions of the Bylaws of DuPont, each person who is 
or was a director or officer of DuPont shall be indemnified by 
DuPont to the full extent permitted or authorized by the General 
Corporation Law of Delaware against any liability, cost or expense 
asserted against such director or officer and incurred by such 
director or officer in any such person's capacity as director or 
officer, or arising out of any such person's status as a director 
or officer.  DuPont has purchased liability insurance policies 
covering its directors and officers to provide protection where 
DuPont cannot indemnify a director or officer.

Item 8.  Exhibits

     Exhibit
     Number                     Description
     -------                    -----------
     4(a)      DuPont's Certificate of Incorporation, effective
               December 22, 1989, defining the rights of the 
               holders of DuPont Common Stock, incorporated by 
               reference to Exhibit 3.1 of DuPont's Annual Report 
               on Form 10-K for the year ended December 31, 1994

     4(b)      Savings and Investment Plan and Salary Deferral and 
               Savings Restoration Plan of E. I. du Pont de Nemours 
               and Company  

     5         Opinion of Counsel

     23(a)     Consent of Independent Accountants

     23(b)     Consent of Howard J. Rudge, Esq. included in the 
               opinion filed as Exhibit 5 to this Registration
               Statement

     24        Powers of attorney authorizing certain officers to
               sign this registration statement and amendments
               thereto on behalf of officers and directors

     The registrant will submit or has submitted the Savings and 
Investment Plan of E. I. du Pont de Nemours and Company and any 
amendment thereto to the Internal Revenue Service ("IRS") in a 
timely manner and has made or will make all changes required by the 
IRS in order to qualify the plan.

Item 9.  S-K Item 512 Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales
     are being made, a post-effective amendment to this 
     registration statement.

                                 II-3
PAGE 5

               (i)   To include any prospectus required by 
          section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or 
          events arising after the effective date of the 
          registration statement (or the most recent post-effective 
          amendment thereof) which, individually or in the 
          aggregate, represent a fundamental change in the 
          information set forth in the registration statement.

               (iii) To include any material information with 
          respect to the plan of distribution not previously 
          disclosed in the registration statement or any material
          change to such information in the registration statement;
          provided, however, that paragraphs (a)(1)(i) and 
          (a)(1)(ii) do not apply if the registration statement is 
          on Form S-3 or Form S-8 and the information required to be 
          included in a post-effective amendment by those paragraphs 
          is contained in periodic reports filed by the registrant 
          pursuant to section 13 or section 15(d) of the Securities 
          Exchange Act of 1934 that are incorporated by reference in 
          the registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the 
     initial bona fide offering thereof.

          (3)  To remove from registration by means of a 
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b)  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933 each filing of the registrant's annual report pursuant to 
section 13(a) or section 15(d) of the Securities Exchange Act of 
1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

(h)  Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the 

                                II-4
PAGE 6

event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.

                             SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities 
Act of 1933, the registrant certifies that it has reasonable grounds 
to believe that it meets all of the requirements for filing on Form 
S-8 and has duly caused this registration statement to be signed on 
its behalf by the undersigned, thereunto duly authorized in the City 
of Wilmington, State of Delaware, on August 7, 1995.

                              E. I. DU PONT DE NEMOURS AND COMPANY

                              By 
                                   /s/ Charles L. Henry          
                                   -----------------------------
                                   Charles L. Henry, Senior Vice 
                                   President - DuPont Finance
                                   (Chief Financial Officer)

     Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed by the following 
persons in the capacities and on the date indicated.

[E. S. Woolard, Jr.   Chairman and Director
                        (Principal Executive 
                         Officer)
J. A. Krol            Vice Chairman and 
                         Director
C. S. Nicandros       Vice Chairman and
                         Director      By
                                            /s/ Charles E. Henry
                                            -----------------------
                                            Charles L. Henry
A. F. Brimmer         Director              Senior Vice President-
E. B. du Pont         Director              DuPont Finance
C. M. Harper          Director              (Principal Financial 
W. K. Reilly          Director              and Accounting Officer
H. R. Sharp, III      Director              and Attorney-In-Fact
C. M. Vest            Director]             for bracketed
                                            individuals)
                                            (August 7, 1995)

                                II-5
PAGE 7
                                                  
                                       By  
                                            /s/ Howard J. Rudge
                                            ----------------------
                                            Howard J. Rudge
                                            Senior Vice President
                                            and General Counsel -
                                            DuPont Legal
                                            (Attorney-In-Fact for
                                            bracketed individuals)
                                            (August 7, 1995)

     Powers of attorney authorizing C. L. Henry and H. J. Rudge 
jointly, to sign the registration statement and amendments thereto 
on behalf of the above-named directors and officers are filed with 
the registration statement.

     The Plans.  Pursuant to the requirements of the Securities Act 
of 1933, the trustees (or other persons who administer the employee 
benefit plans) have duly caused this registration statement to be 
filed on behalf of the Plans by the undersigned, thereunto duly 
authorized, in the City of Wilmington, State of Delaware, on August 
8, 1995.

                              Savings and Investment Plan
                              and Salary Deferral and
                              Saving Restoration Plan of
                              E. I. du Pont de Nemours and Company
                                        (Plans)

                              By:  /s/ Steven A. Harrison        
                                  Steven A. Harrison
                                  Director - Compensation and Benefits
                                    DuPont Human Resources

                                II-6
PAGE 1

                          INDEX TO EXHIBITS

     Exhibit
     Number                     Description
     -------                    -----------
     4(a)      DuPont's Certificate of Incorporation, effective 
               December 22, 1989, defining the rights of the 
               holders of DuPont Common Stock, incorporated by 
               reference to Exhibit 3.1 of DuPont's Annual Report 
               on Form 10-K for the year ended December 31, 1994

     4(b)      Savings and Investment Plan and Salary Deferral and 
               Savings Restoration Plan of E. I. du Pont de Nemours 
               and Company

     5         Opinion of Counsel

     23(a)     Consent of Independent Accountants

     23(b)     Consent of Howard J. Rudge, Esq. included in the 
               opinion filed as Exhibit 5 to this Registration 
               Statement

     24        Powers of attorney authorizing certain officers to 
               sign this registration statement and amendments 
               thereto on behalf of officers and directors
EXHIBIT 4(b)

                        SAVINGS AND INVESTMENT PLAN

                  Originally Adopted:  September 1, 1955

                     Last Amended - December 19, 1994

                       Effective - December 19, 1994

                   E. I. du Pont de Nemours and Company
SIP LANGUAGE INDEX

                                                                 
PAGE
   I.   PURPOSE                                                1

  II.   ELIGIBILITY                                            1

 III.   ENROLLMENT                                             1

  IV.   AFTER-TAX AND BEFORE TAX AMOUNTS                       2

          1. Amount of After-Tax and Before-Tax Contributions  2

          2. Change in Amount of After-Tax and Before-Tax 
             Contributions                                     4

          3. Collection of After-Tax Contributions             4

          4. Voluntary Suspension of After-Tax and Before-Tax
             Contributions                                     5

   V.     COMPANY CONTRIBUTION                                 5

  VI.     INVESTMENT FUNDS                                     5

          1. Reserved                                          5

          2. Fund B - Fixed Income                             5

          3. Fund C - Family of Equity Mutual Funds            6

          4. Fund D - DuPont Company Common Stock              6

          5. Fund E - Three-Way Asset Allocation Funds         6

          6. Fund L - Loans                                    6

 VII.   INVESTMENT DIRECTION                                   6

          1. Investment of After-Tax Contributions             6

          2. Investment of Before-Tax Contributions            6

          3. Investment of Company Contribution                6

          4. Change in Investment Direction                    7

          5. Separate Accounting and Nonforfeitability         7

VIII.   FUND TRANSFERS                                        7

          1. Transfers Among Funds B, C, D and E              7

          2. Transfers to Fund L from Funds B, C, D and E     7

          3. Transfers to Funds B, C, D and E from Fund L     8
IX.   RESERVED                                               8

   X.   OPERATION OF FUNDS B, C AND E                          8

          1. Fund Investments                                  8

          2. Fund Valuation                                    9

          3. Fund Units or Shares                              9

  XI.   OPERATION OF FUND D                                   10

          1. Purchase of Company Common Stock                 10

          2. Account Holder                                   11

          3. Valuation of Fund D                              11

          4. Voting of Shares                                 12

 XII.   OPERATION OF FUND L                                   12

          1. Establishment of Loan Account                    12

          2. Interest                                         12

          3. Repayments                                       12

          4. Fund Valuation                                   13

XIII. PARTICIPANT LOANS                                       13

          1. Determination of Borrowable Account Balance      13
          2. Amount of Loan                                   13
          3. Interest                                         13
          4. Term of Loans                                    14
          5. Repayment                                        14
          6. Declaration and Notice of Default                15
          7. Deemed Withdrawal                                16
          8. General Conditions                               17

 XIV.     WITHDRAWALS                                         19
          1. General Conditions                               19
          2. Withdrawal Sequence                              19
          3. Withdrawal Maximum                               20

                                   -ii-
XV.       HARDSHIP WITHDRAWALS FROM BEFORE-TAX ACCOUNT        20
          1. Definition of Hardship                           20
          2. Establishment of Immediate and Heavy Financial 
             Need                                             21
          3. Distribution Necessary to Satisfy
             Immediate and Heavy Financial Need               21
          4. Amount Withdrawable                              23
          5. Forfeitures and Suspensions                      23

 XVI.     TERMINATION OF PARTICIPATION                        23
          1. General Conditions                               23
          2. Terminations Without Forfeiture                  24
          3. Terminations With Forfeiture                     25
          4. Distribution of Accounts                         25
          5. Periodic Payment Options                         30
          6. Reenrollment in Plan                             34
          7. Computation Period                               36

XVII.     NONASSIGNMENT                                       36

XVIII.   OPERATION OF THE PLAN AS A TOP-HEAVY PLAN            36
          1. Minimum Vesting                                  36
          2. Minimum Contributions                            37
          3. Compensation Limitation                          37
          4. Effect on Limitation on Annual Additions         37
          5. Definitions                                      37

 XIX.     MISCELLANEOUS PROVISIONS                            38
          1. Plan Administration                              38
          2. Administrative Expense                           40
          3. Modification or Termination                      40
          4. Transition to Amended Plan                       41
          5. Transfer of Assets                               41

                                   -iii-
6. No Guarantee of Security Values                  44
          7. Limitations on Annual Additions                  44
          8. Qualified Domestic Relations Orders              45
          9. Subsidiaries with No Defined Benefit             45
         10. Normal Retirement Age and Years of Participation 45
         11. Compensation Taken into Account                  46
         12. No Decrease of Accrued Benefit                   46
         13. Definitions                                      46

                                   -iv-
SAVINGS AND INVESTMENT PLAN

I.   PURPOSE

     The purpose of this Plan is to encourage and assist employees 
     in following a systematic savings program suited to their 
     individual financial objectives, and to provide an opportunity 
     for employees to become stockholders in the Company. This Plan 
     is a profit-sharing plan.

II.  ELIGIBILITY

     Any employee who has completed at least one year of continuous 
     service, as determined in accordance with the Service Rules, 
     or was eligible to participate in a qualified profit-sharing 
     plan of an affiliated group company from which he was 
     transferred, is eligible to participate in the Plan.

     An employee is also eligible to participate after a period of 
     12 consecutive months during which he is compensated with 
     respect to 1,000 or more hours. To determine Hours of Service, 
     an employee shall be credited with 190 Hours of Service for 
     each month of employment during which he is paid. The 12 
     consecutive-month period will commence on the employee's date 
     of employment or reemployment, whichever is applicable, or a 
     succeeding anniversary of such date. Once an employee is 
     eligible to participate in the Plan, he remains eligible.

     Former Participants on leave of absence granted under Section 
     IV. 1 (g) of the Service Rules, after having been hired by the 
     Company and subsequently employed by a foreign or domestic 
     subsidiary of the Company, who under U.S. law may not be 
     treated as employees of the Company, may not have 
     contributions made to their accounts. If such a Former 
     Participant's leave of absence with the Company is terminated 
     prior to his becoming an employee again for purposes of this 
     Plan, his participation will be terminated and distribution of 
     the balance in his accounts will be made as provided in 
     Paragraph 4(a) of Section XVI.

     Participation in the Plan is entirely voluntary.

III. ENROLLMENT

     An eligible employee may enroll in the Plan at any time by 
     authorizing deductions from his salary or wages or electing 
     deferrals of compensation or both under the provisions of this 
     Plan. The effective date of any employee's participation in 
     the Plan shall be the first day of the month in which the 
     first deduction or deferral authorized under the Plan is made.
IV.  AFTER-TAX AND BEFORE TAX AMOUNTS

1.   Amount of After-Tax and Before-Tax Contributions

(a)  (1)  After-Tax and Before Tax Contributions

An individual may authorize his employer to (A) 
     make a payroll deduction (hereafter, After-Tax 
     Contribution) and/or (B) defer a portion of his 
     compensation (hereafter, Before-Tax 
     Contribution) and pay it under this Plan in an 
     amount per month, and in the case of any 
     applicable Variable Pay, at the time of such 
     payment, equal to any selected whole percentage 
     (except as required to comply with subparagraph 
     (iii) below), from 1% to 16%, of his monthly 
     pay and any such Variable Pay, provided that 
     (i) the sum of a Participant's After-Tax 
     Contributions and Before-Tax Contributions may 
     not exceed 16% of his monthly pay and any 
     applicable Variable Pay, (ii) during a period 
     when Company Contributions are suspended in 
     accordance with Section XIV, XV or XVI of the 
     Plan, the Participant's After-Tax rate will be 
     limited to 10% and (iii) a Participant may not 
     defer more than $7,000 per year (or such other 
     amount as may be allowable in accordance with 
     applicable statute, regulations or official 
     announcements made by the Secretary of the 
     Treasury).

(2)  Reduction of After-Tax and/or Before-Tax 
     Percentage

     If the Plan Administrator determines that the 
     discrimination standards of Code Sections 401 
     (k) and/or 401(m) and the regulations 
     thereunder may not be satisfied, the selected 
     Before-Tax Contribution and/or After-Tax 
     Contribution, as appropriate, percentage of 
     Highly Compensated Participants will be reduced 
     in one percent increments from 16% until the 
     Plan Administrator determines that the 
     standards will be satisfied.

(3)  Reduction of After-Tax and/or Before-Tax 
     Amounts

     If at the close of the Plan Year the 
     discrimination standards of Code Sections 
     401(k) and/or 401(m) and the regulations 
     thereunder have not been satisfied, the 
     Before-Tax Contribution and/or After-Tax 
     Contribution, as appropriate, made in such year 
     by Highly Compensated Participants, whose 
     Before-Tax Contribution and/or After-Tax 
     Contribution, as appropriate, as a percentage 
     of aggregate monthly pay and any applicable 
     Variable Pay for the Plan Year are highest, 
     will be reduced. The reductions will be made, 
     in increments of one-tenth of 1%, in the 
     percentage which is highest prior to each such 
     reduction until the standards are satisfied.

(4)  Allocation of Amounts Attributable to Reduction

     If a Participant's selected Before-Tax 
     percentage must be reduced, that portion of the 
     affected Participant's monthly pay and any 
     applicable Variable Pay attributable to the 
     reduction will be contributed to the 
     Participant's Regular Account, to the extent 
     permissible, or paid to him as compensation, at 
     his option. If a Participant's actual 
     Before-Tax amount must be reduced, the 
     reduction amount will be transferred to the 
     Participant's Regular Account, to the extent 
     permissible, or returned to him as compensation 
     at his option.

     If a Participant's selected After-Tax 
     percentage must be reduced, that portion of the 
     affected Participant's monthly pay and any 
     applicable Variable Pay attributable to the 
     reduction will be contributed to the 
     Participant's Before-Tax Account, to the extent 
     permissible, or paid to him as compensation, at 
     his option. If a Participant's actual After-Tax 
     amount must be reduced, the reduction amount 
     will be transferred to the Participant's 
     Before-Tax Account, to the extent permissible, 
     or returned to him, at his option.

(5)  Distribution of Excess Before-Tax Contribution
(1)  If the Plan Administrator determines that 
     a Participant has made a contribution 
     under subparagraph l(a)(l(ii) of this 
     Section which for any calendar year 
     exceeds $7,000 (or such other amount as 
     may be permitted by regulation or other 
     official announcement by the Secretary of 
     Treasury), the excess amount (plus any 
     income and minus any loss allocable 
     thereto, as calculated in accordance with 
     regulations), shall be distributed to the 
     Participant not later than April 1 5th 
     following the close of such calendar year.

(2)  If a Participant participates in another 
     plan which includes a qualified cash or 
     deferred arrangement, and such Participant 
     contributes in the aggregate more than the 
     exclusion limit under subparagraph 1 (a)(1 
     )(ii) of this Section and the 
     corresponding provisions of the other plan 
     and the Participant notifies the Plan 
     Administrator not later than March 1st 
     following the close of such calendar year 
     then the Plan Administrator shall 
     distribute to the Participant not later 
     than April 15th following the close of 
     such calendar year the excess amount (plus 
     any income and minus any loss allocable to 
     such amount) which the Participant 
     allocated to this Plan.

(6)  Monthly Pay

     For purposes of this Plan, monthly pay shall be 
     determined at the beginning of each month based 
     on a Participant's Normal Annual Earnings.

(b)  Supplemental Savings Deposits

     Prior to retirement, a Participant shall be allowed 
     to make Supplemental Savings Deposits in cash to the 
     Plan by payroll deduction or by any method 
     established by the Plan Administrator. Subject to 
     Section XIX.7, the amount of any such Supplemental. 
     Savings Deposits shall be limited to the difference, 
     at the time of such Deposit, between the maximum 
     amount of Unmatched After-Tax Contributions the 
     Participant could have made since January 1, 1983 
     during periods for which he has retained 
     participation credit and the balance in his accounts 
     of Unmatched After-Tax Contributions (excluding 
     Before-Tax Contributions, Matched After-Tax 
     Contributions, Company Contributions and Earnings 
     which are treated as Unmatched After-Tax 
     Contributions pursuant to Section XVI.6(c)(4) and 
     employee contributions which are treated as 
     Unmatched Savings pursuant to Section XIX.5(c)) 
     deposited since January 1, 1983. Such Supplemental 
     Savings Deposits will not be matched by Company 
     Contributions. The Participant shall authorize the 
     Company to allocate Supplemental Savings Deposits to 
     his Regular Account investment options in selected 
     percentages in whole multiples of 1%.

2.   Change in Amounts of After-Tax and Before-Tax 
     Contributions

     A Participant may change his After-Tax and Before-Tax 
     amounts by authorizing the Company to deduct or defer 
     any higher or lower amount permitted by Paragraph 1 of 
     this Section.

3.   Collection of After-Tax Contributions

     After-Tax Contributions shall be permitted only by 
     deduction from a Participant's salary, wages, or 
     Variable Pay, except that (1) cash payments equivalent 
     to the monthly After-Tax amount allowed by Paragraph 1 
     (a) of this Section may be accepted from a Participant 
     on leave of absence granted under Section IV. 1 .(g) of 
     the Service Rules and shall be treated as deductions 
     from the employee's salary, wages, or Variable Pay for 
     purposes of this Plan, and (2) Supplemental Savings 
     Deposits may be accepted as provided in Paragraph 1 (b) 
     of this Section.

4.   Voluntary Suspension of After-Tax and Before-Tax 
     Contributions

     A Participant who has an account balance in the Plan may 
     authorize suspension of his After-Tax and Before-Tax 
     Contributions without terminating his participation in 
     the Plan. During such suspension, the related Company 
     Contribution described in Section V shall also be 
     suspended. After a minimum suspension of one month, the 
     Participant may authorize the resumption of After-Tax and 
     Before-Tax Contributions. A Participant is not permitted 
     to make up suspended After-Tax, Before-Tax Contributions, 
     or amounts withdrawn except as provided in Paragraph 1 
     (b) of this Section and Paragraph 6(c) of Section XVI.

V.   COMPANY CONTRIBUTION

     Except during a period of suspension in accordance with 
     Section IV.4, XIV, XV or XVI, the Company will contribute 
     monthly, and in the case of Variable Pay at the time of such 
     payment, to the Funds selected by each Participant in 
     accordance with Paragraph 3 of Section VII an amount 
     (hereafter, Company Contribution) equal to 50% of the 
     Participant's After-Tax and Before-Tax Contributions during 
     that month and, if applicable, at the time of payment of any 
     Variable Pay except that no such contribution will be made on 
     the total of any Participant's After-Tax and Before-Tax 
     Contributions in excess of 6% of his combined monthly pay and 
     any applicable Variable Pay. For purposes of determining 
     whether a Participant's After-Tax or Before-Tax Contributions 
     are matched or unmatched, the Company Contribution will be 
     deemed to have first matched the Before-Tax Contributions. The 
     Company Contributions shall be for the exclusive benefit of 
     Participants.

VI.  INVESTMENT FUNDS

     The following Funds shall be established for the investment of 
     After-Tax, Before-Tax, and Company Contributions.

1.   Fund A - Reserved (Hold for possible future use)

2.   Fund B - Fixed Income

     Amounts deposited in the Fixed Income Fund shall be 
     invested so as to preserve principal and to pay a stable 
     rate of return over time.

3.   Fund C - Equity Mutual Funds

     Amounts deposited in Fund C shall be invested, as 
     directed by Participants, in one or more mutual funds or 
     other equity investment vehicles designated by the 
     Company.

4.   Fund D - Du Pont Company Common Stock

     Amounts deposited in Fund D shall be invested in Company 
     common stock.

5.   Fund E - Three-way Asset Allocation Fund

     Amounts deposited in Fund E shall be invested in a 
     three-way asset allocation fund consisting of a portfolio 
     diversified among the stock, bond, and cash sectors of 
     the securities marketplace. Assets in Fund E are 
     transferred among these sectors in such manner and to 
     such extent as the fund manager of Fund E shall select.

6.   Fund L - Loans

     Amounts transferred to Fund L from the other Funds shall 
     be loaned to Participants.

VII. INVESTMENT DIRECTION

1.   Investment of After-Tax Contributions

     Each Participant shall authorize the Company to allocate 
     his After-Tax Contributions to his Regular Account in 
     Funds B, C, D or E in selected percentages in whole 
     multiples of 1%.

2.   Investment of Before-Tax Contributions

     Each Participant shall authorize the Company to allocate 
     his Before-Tax Contributions to his Before-Tax Account in 
     Funds B, C, D or E in selected percentages in whole 
     multiples of 1%.

3.   Investment of Company Contribution

     Each Participant shall authorize the Company to 
     allocate Company Contributions to his Regular Account 
     in accordance with the Participant's current 
     investment direction of After-Tax Contribution or 
     Before-Tax Contribution, if there are no After-Tax 
     Contributions.
4.   Change in Investment Direction

     A Participant may change his investment direction to 
     Funds B, C, D and E by authorizing any other 
     allocation permitted by Paragraphs I and 2 of this 
     Section.

5.   Separate Accounting and Nonforfeitability

     A Participant's Before-Tax Contributions and After-Tax 
     Contributions and earnings thereon will be 
     nonforfeitable. A Participant's Before-Tax Account 
     will be maintained in a separate account from a 
     Participant's After-Tax Contributions, Company 
     Contributions and earnings thereon.

VIII.     FUND TRANSFERS

1.   Transfers Among Funds B, C, D and E

     An account holder, other than a non-Spouse 
     Beneficiary, may authorize the transfer of all or part 
     of the value of his Regular Account in Fund B, C, D or 
     E or his Before-Tax Account in Fund B, C, D or E, from 
     one Fund to the other. Such Transfers may be made in 
     any whole multiple of 1% or in any number of Fund 
     Units and/or Shares. Amounts may not be transferred 
     into and out of the same Fund on the same business 
     day. The determination of values for this purpose 
     shall be made in accordance with the provisions of 
     Sections IX, X and XI.
2.   Transfers to Fund L from Funds B, C, D and E

     A Participant who is granted a loan or loans from the 
     Plan shall designate the sequence in which Funds will 
     be liquidated and authorize the Transfer of cash to 
     Fund L in an amount equal to the principal amount of 
     the loan or loans. Such Transfers shall be made from 
     the Participant's borrowable account balance in the 
     following order:

(a)  Nonforfeitable Company Contributions contributed 
     during the last two years of participation

(b)  Matched After-Tax Contributions contributed during 
     the last two years of participation;

(c)  Nonforfeitable Company Contributions held for more 
     than two years;

(d)  Matched After-Tax Contributions held for more than 
     two years;

(e)  Earnings in Regular Account

(f)  Unmatched After-Tax Contributions;

(g)  Matched Before-Tax Contributions contributed 
     during the last two years of participation;

(h)  Matched Before-Tax Contributions held for more 
     than two years;

(i)  Earnings in Before-Tax Account;

(j)  Unmatched Before-Tax Contributions.

3.   Transfers to Funds B, C, D and E from Fund L

     Repayments of principal and interest to Fund L shall be 
     transferred to Funds B, C, D and/or E in the Before-Tax 
     Account, or Funds B, C, D and/or E in the Regular 
     Account. Such Transfers shall be made in the same 
     proportion that current investment direction of After-Tax 
     and/or Before-Tax Contributions are made to those Funds 
     under Sections VII. 1 and 2. If there is no current 
     investment direction of After-Tax Contributions, 
     Transfers under this Paragraph shall be made to Fund B. 
     If there is no current investment direction of Before-Tax 
     Contributions, Transfers under this Paragraph shall be 
     made to Fund B. Repayments of principal under this 
     Paragraph shall be restored to the Participant's Regular 
     and/or Before-Tax Account in reverse order from that set 
     forth in Paragraph 2 of this Section. Payments of 
     interest shall be treated as Earnings and shall be 
     allocated to the Regular and/or Before-Tax Account in the 
     same proportion that unpaid principal from each Account 
     bears to the total unpaid principal prior to such 
     payment.

IX.  

     [Reserved]

X.   OPERATION OF FUNDS B, C AND E

     Throughout this Section, the words "the Fund" shall mean Fund 
     B, Fund C or Fund E.

1.   Fund Investments

(a)  Amounts allocated to the Fund(s) in accordance with 
     the terms of this Plan shall be paid by the Company 
     to or at the direction of Trustee(s) appointed by 
     the Company for the Fund(s), and shall be deposited 
     in an account for the Fund(s).

(b)  Amounts deposited in the Fixed Income Fund shall be 
     delivered to the Trustee and invested as designated 
     by the Company pursuant to arrangements with one or 
     more entities chosen by the Company, including, but 
     not limited to, insurance companies, banks and other 
     investment organizations. These arrangements shall 
     provide for the return of principal in full plus the 
     payment of interest at a predetermined rate 
     applicable for a specified period of time. In 
     addition, a portion of the Fixed Income Fund shall 
     be invested in a short-term funds(s) (i.e., a cash 
     buffer) so as to provide sufficient liquidity to 
     accommodate daily trading activity.

(c)  All amounts received by the Trustee of Fund C shall 
     be invested, as directed by account holders, in one 
     or more mutual funds or other equity investment 
     vehicles designated by the Company. Assets of Fund C 
     shall be held in the name of the Trustee(s) or one 
     or more of its/their designated nominees.

(d)  All amounts received by the Trustee of Fund E shall 
     be invested by the Trustee in a portfolio 
     diversified among the stock, bond, and cash sectors 
     of the securities marketplace in such manner and to 
     such extent as the fund manager of Fund E shall 
     select. Assets of Fund E shall be held in the name 
     of the Trustee or of one or more of its designated 
     nominees.

2.   Fund Valuation

(a)  All deposits to the Fixed Income Fund shall be 
     expressed as units of participation in the Fixed 
     Income Fund. The Trustee of the Fixed Income Fund 
     shall determine each day's unit value based on the 
     assets of the Fixed Income Fund. Assets shall 
     consist of all deposits to the Fixed Income Fund and 
     all interest credited or accrued to such deposits 
     pursuant to investment arrangements. No participant 
     in the Fixed Income Fund shall have ownership in any 
     particular investment in the Fixed Income Fund.

(b)  The Trustees of Funds C and E shall determine the 
     current fair market value of all assets held by such 
     Funds, including accrued income, each day on which 
     business is transacted on the New York Stock 
     Exchange.

(c)  Fund valuations determined in accordance with 
     Paragraphs 2(a) and 2(b) of this Section shall be 
     made before recording in the Fund After-Tax 
     Contributions, Before-Tax Contributions, Company 
     Contributions, Withdrawals, Terminations of 
     Participation, and Transfers among Funds.

3.   Fund Units or Shares

(a)  Amounts allocated to the Fund(s) shall be credited 
     to account holder's accounts in dollars, in shares, 
     and/or in units, as appropriate, of ownership in the 
     Fund(s).

(i)  The value of a unit or share shall be determined 
     as follows:

(A)  The value of a unit in Fund B or E shall 
     be determined by dividing the total value 
     of the Fund for that business day by the 
     corresponding total number of units in the 
     Fund before adding or subtracting any 
     units for that business day (for the first 
     month of operation, each unit in the Fund 
     shall be valued at $10.00);

(B)  the value of each mutual fund share or 
     other equity investment in Fund C shall be 
     determined on each business day by the 
     Investment Manager(s) of Fund C.

(ii) The number of units or shares credited to each 
     account holder's account for the current 
     business day shall be determined by dividing 
     the amounts of the account holder's After-Tax 
     Contributions, Before-Tax Contributions, 
     Company Contributions, and/or Transfers among 
     Funds for the current business day by the value 
     of one unit or share for that day.

(b)  The current value of an account holder's account in 
     the Fund, as needed for Withdrawals, Termination of 
     Participation, Loans, Transfers among Funds, or 
     periodic reports to account holders, shall be 
     determined by multiplying the total number of his 
     respective Units and/or shares in the Fund (after 
     additions for the current day) by the value of one 
     Unit and/or share respectively for that business 
     day; also, the number of respective Units and/or 
     shares to be deducted from an account holder's 
     account because of forfeiture, Loan, or Withdrawal 
     of a specified amount shall be determined by 
     dividing such amount by the value of one Unit and/or 
     share respectively for that day.

XI.  OPERATION OF FUND D

1.   Purchase of Company Common Stock

     Amounts allocated to Fund D shall be used to purchase Du 
     Pont common stock. Such purchases may be made in the open 
     market or from the Company if it shall have made treasury 
     or authorized but unissued shares available for such 
     purchases. In the case of stock purchased from the 
     Company, the purchase price shall be the closing price of 
     such stock as reported on the New York Stock Exchange - 
     Composite Transactions on the last trading day preceding 
     the date of such purchase from the Company. Purchases 
     made on the open market shall be the average price for 
     all shares purchased by the Plan during that day. Such 
     Company common stock and any other assets of Fund D shall 
     be held in the name of the Trustee or of one or more of 
     its designated nominees. The Trustee may sell any stock 
     purchase warrants or distribution of property received, 
     and the proceeds shall be invested currently in Company 
     common stock. Any stock dividend, split-up or other 
     change in Company common stock, or any distributions of 
     property applicable to the shares held by the Trustee, 
     shall be applied for the exclusive benefit of the account 
     holders in Fund D.

2.   Account Holder's Account

(a)  Amounts allocated to an account holder's Fund D 
     shall be credited in dollars and in a proportionate 
     number of full shares and fractional interests in a 
     share of Company common stock. Such proportionate 
     number shall be determined on the basis of the ratio 
     of the amount allocated to his account to the total 
     of all amounts allocated to Fund D for the business 
     day.
(b)  An account holder shall be credited with a 
     proportionate number of full shares and fractional 
     interests in a share of any Company common stock 
     acquired by the Trustee with income accruing to Fund 
     D, or as a result of any addition due to stock 
     dividends, stock purchase warrant, split-up or other 
     change, or distribution of property applicable to 
     such stock. Such proportionate number shall be 
     determined on the basis of the ratio of his total 
     shares to the total of all shares in Fund D to which 
     such income or addition applies. In the event an 
     account holder has transferred all funds out of Fund 
     D prior to payment of a stock dividend, stock 
     purchase warrant, split-up or other change, or 
     distribution of property applicable to stock held in 
     Fund D, the full shares or fractional interests in a 
     share, if any, allocable to such transferred funds 
     on account of such stock purchase, warrant, split-up 
     or other change, or distribution or property shall 
     be paid in cash in accordance with the account 
     holder's current investment direction.

3.   Valuation of Fund D

     (a)  Valuation: Account Status

     The current value of an account in the Fund on any 
     business day shall be the total number of shares and 
     fractional interests in a share in the account 
     multiplied by the closing price of Company common 
     stock on the New York Stock Exchange for that 
     business day, plus any proportionate ownership of 
     accrued income and cash held for an account holder 
     by the Trustee for Fund D.

(b)  Valuation: Fund Transfers Out, Loans, Withdrawals 
     and Termination or Other Distributions

     For purposes of Fund Transfers Out, Loans, 
     Withdrawals and Termination or Other Distributions, 
     the value of shares liquidated in connection with 
     the transaction shall be the average selling price 
     as determined by the Trustee on the date of the 
     transaction.

(c)  Valuation: Fund Transfers In and Purchases of 
     Company Common Stock.

     For purpose of Fund Transfers In and Purchases of 
     Company Common Stock, the value of the Company 
     common stock purchased in connection with the 
     transaction shall be the average purchase price as 
     determined by the Trustee on the date of the 
     transaction.

4.   Voting of Shares

     Each account holder shall be entitled to direct the 
     Trustee as to the manner in which voting rights with 
     respect to any Company stock attributable to the number 
     of shares and fractional interests in a share represented 
     by the account holder's account in Fund D are to be 
     exercised. The Trustee shall vote the number of shares in 
     accordance with such instructions. Any such instructions 
     shall remain in the strict confidence of the Trustee.

XII. OPERATION OF FUND L

1.   Establishment of Loan Account

     Amounts transferred to this Fund shall be loaned to the 
     Participant provided the Loan Administrator has received 
     the documents described in Section XIII.8(d). The 
     promissory note executed by the Participant shall be held 
     by a Trustee appointed by the Company for the Fund until 
     the loan has been paid in full.

2.   Interest

     Interest at the rate prescribed in the loan agreement 
     shall accrue daily.

3.   Repayments

     The Administrator shall reduce the account balance in 
     Fund L. Respective repayments of principal and interest 
     amounts shall be transferred such sum to the 
     Participant's account(s) as provided in Section VIII.3. 
     When the account balance in Fund L has been reduced to 
     zero, the Administrator shall notify the Trustee that the 
     loan has been repaid and the Trustee shall cancel the 
     promissory note and return it to the Participant, if the 
     Participant so requests. The Administrator shall notify 
     Participant that loan has been repaid.

4.   Fund Valuation

     The current value of the account on any date shall be the 
     outstanding loan balance plus any unpaid accrued 
     interest.

XIII.     PARTICIPANT LOANS

     A Participant with a borrowable account balance in Funds B, C, 
     D and E of $1,000 or more may request a loan subject to the 
     conditions stated in this Section (hereafter, Loan).

1.   Determination of Borrowable Account Balance

     For purposes of this Section and Section VIII, the 
     borrowable account balance in Funds B, C, D and E shall 
     equal one-half of the amount distributable from those 
     Funds under Section XVI on account of termination of 
     employment from the controlled group for any reason other 
     than those described in Section XVI.2(b) less amounts 
     held in account pursuant to a qualified domestic 
     relations order.

2.   Amount of Loan

     Loans shall not be for less than $1,000. The maximum 
     amount of any Loan from this Plan may not exceed the 
     Participant's borrowable account balance in Funds B, C, D 
     and E, and, when added to the outstanding balance(s) of 
     all other loans from this or any other qualified plans 
     sponsored by any member of the controlled group, shall 
     not exceed the lesser of:

(a)  $50,000, reduced by the highest outstanding balance 
     of Loans from the controlled group profit sharing 
     plans during

     the one-year period ending on the day before the 
     date on which such Loan was made, or

(b)  one-half of the Participant's nonforfeitable account 
     balance(s) in all controlled group profit-sharing 
     plans.

3.   Interest

     The rate of interest for Loans granted during any monthly 
     period shall be determined as of the last working day of 
     the month preceding the date on which the Loan 
     application is made and shall be the average rate for 
     secured personal loans (rounded to the next lower 
     one-quarter percent) then in effect at five banks 
     selected by the Plan Administrator; provided however, 
     that the interest rate shall not exceed the maximum 
     amount allowed by law.

4.   Term of Loans

     The term of the Loan shall be the period requested by the 
     Participant and accepted by the Administrator. The 
     minimum term shall be 12 months and the maximum term 60 
     months, except for a qualified residential Loan. The 
     maximum term for a qualified residential Loan shall be 
     120 months. The Administrator shall determine, based on 
     information furnished by the Participant, whether a Loan 
     is a qualified residential Loan, as defined in Paragraph 
     8(e) of this Section.

5.   Repayment

(a)  Payroll Deduction

     Except as provided in Subparagraph (b) below, Loans 
     shall be repaid in monthly installments by deduction 
     from a Participant's salary or wages according to 
     the amortization schedule in the disclosure 
     statement.

     Notwithstanding the foregoing, a Participant shall 
     have the right to repay at any time prior to the 
     expiration of the term of the Loan, without penalty, 
     the outstanding balance of the Loan plus accrued 
     interest to the end of the month in which repayment 
     occurs. Such payment shall be made in such form as 
     permitted by the Administrator, or by an election on 
     the part of the Participant to incur a Deemed 
     Withdrawal from his account pursuant to Paragraph 
     7(a) of this Section.

     If the Participant's salary or wage payment is not 
     sufficient to allow deduction of the full 
     installment and the Participant does not make a 
     direct payment, as provided in Paragraph 5(b) of 
     this Section, on or before the 45th day following 
     the day on which such payment was due, a default 
     will be declared under Paragraph 6(a) of this 
     Section.

(b)  Direct Payment

     The Administrator, at the Participant's request, may 
     permit installments of principal and interest to be 
     repaid in a manner other than by payroll deduction 
     under the following circumstances:

(1)  the Participant, at Company request, is 
     transferred to an affiliated group company or 
     is employed by a partnership or joint venture 
     in which the Company has an ownership interest 
     and does not elect under Section XIX.5(b) to 
     transfer his account to the qualified 
     profit-sharing plan of the company, partnership 
     or joint venture to which he is transferred or 
     employed, or

(2)  the Participant is granted a leave of absence 
     without pay under the Service Rules, or

(3)  the Participant's salary or wage payment is not 
     sufficient to allow deduction of the full 
     installment payment, or

(4)  The Participant (1) retires under Section IV, 
     XI.A(1) or XI.A.(2) of the Company's Pension 
     and Retirement Plan, the Company's Special 
     Retirement Opportunity Program provided that 
     such retirement is coincident with retirements 
     under the company's Voluntary Separation 
     Program or (2) terminates employment under the 
     Company's Voluntary Separation Program-Prime 
     and, elects to defer distribution of his 
     account under Section XVI.4(d). Unless the Plan 
     Administrator approves an alternate method, 
     repayments in such cases must be made by 
     deduction from the pension check or annuity 
     check.
6.   Declaration and Notice of Default

     If, for any of the reasons described in this Paragraph, a 
     Loan is declared in default, the Loan Administrator shall 
     issue a Notice of Default which shall be delivered to the 
     Participant.

(a)  Nonpayment

     If, while any portion of a Loan granted under this 
     Section is outstanding, the Participant fails to 
     make a scheduled repayment or a direct payment as 
     provided in Paragraphs 5(a) and (b) of this Section, 
     respectively, on or before the 45th day following 
     the day on which such payment was due, the Loan 
     shall be declared in default.

     (b)  Termination of Employment

     If a Participant terminates employment for any 
     reason, other than on account of death or transfer 
     to an Affiliated Group company or employment at 
     Company request with a partnership or joint venture 
     in which the Company has an ownership interest, and 
     does not elect to defer distribution of the balance 
     of his accounts under Section XVI.4(e), a Deemed 
     Withdrawal shall occur as of the last day of the 
     month within which the Participant terminates 
     employment. In the event of death, notwithstanding 
     Sec. XII.2, the accrual of interest shall cease as 
     of the last day of the month in which death occurs 
     and a Deemed Withdrawal shall occur as of the date 
     on which distribution of the balance of the 
     Participant's accounts is made under Sec. XVI.4(d) 
     unless an election is made under Sec. XVI.4(e) in 
     which case a Deemed Withdrawal shall occur as of the 
     last day of the month in which such election is 
     made.

(c)  Transfers to Affiliated Group Companies, etc.

     If a Participant is, at Company request, transferred 
     to an Affiliated Group company or is employed by a 
     partnership or joint venture in which the Company 
     has an ownership interest and does not make an 
     election under Section XIX.5(b), or the Trustee of 
     the receiving plan will not accept transfer of the 
     Fund L account, a Deemed Withdrawal shall occur as 
     of the last day of the month within which the 
     Participant terminates employment from the 
     Affiliated Group or such partnership or joint 
     venture, as the case may be.

(d)  Reinstatement of Loan

     The Plan Administrator may reinstate a Loan 
     following a declaration of default, provided:

(1)  all payments of principal and interest in 
     arrears are received by the Plan Administrator 
     prior to a Deemed Withdrawal under Paragraph 7 
     of this Section; and

(2)  the Plan Administrator receives adequate 
     assurance that future installments will be 
     received by Fund L on a timely basis.

7.   Deemed Withdrawal

(a)  The balance of the Participant's Fund L account 
     shall be deemed to have been withdrawn from the Plan 
     by the Participant under Section XIV or XVI, 
     whichever is applicable (Deemed Withdrawal), under 
     the following circumstances:

(1)  the Plan Administrator does not reinstate a 
     Loan under Section XIII.6(d) on the earlier of 
     the date of distribution of the Participant's 
     accounts or the 45th day after a default for 
     any reason set forth in Section XIII.6, or

(2)  the Participant elects to repay his Loan by 
     canceling his Fund L account.

     A Deemed Withdrawal initiated under Clause (1) or 
     Clause (2) above shall not be considered a 
     withdrawal for purposes of the limitation on the 
     number of withdrawals permitted under Section XIV. 
     1.

(b)  Notwithstanding the foregoing, no Deemed Withdrawal 
     shall be permitted if such withdrawal would 
     adversely affect the status of the Plan under 
     Section 401(a) or 401 (k) of the Code. The Plan 
     Administrator may take such action as it deems 
     necessary to insure repayment of Loans made under 
     this Section and compliance with applicable law. If 
     a Deemed Withdrawal under Section XIII.7(a) would 
     adversely affect the status of the Plan under 
     Section 401 (a) or 401 (k) of the Code:

(1)  the balance of the Participant's Regular 
     Account in Funds B, C, D and E shall be 
     distributed subject to Section XIV in 
     accordance with the consent of the Participant 
     given at the time of the Loan initiation;

(2)  the Participant shall deposit neither After-Tax 
     nor Before-Tax Contributions during the period 
     beginning with the month following the month in 
     which the notice of default is issued and 
     ending with the month in which the Loan is 
     reinstated under Section XIII.6(d); and

(3)  Company Contributions shall be suspended for a 
     period not to extend beyond the later of six 
     months after the month in which the notice of 
     default is issued or the end of the month in 
     which the Loan is reinstated under Section 
     XIII.6(d).

8.   General Conditions

(a)  Any Participant may receive a Loan from the Plan. 
     For purposes only of the Loan program provided for 
     herein, Participant shall mean any "Party in 
     Interest", as that term is defined in Section 3(14) 
     of the Employee Retirement Income Security Act 
     (ERISA) who has a borrowable account balance in the 
     Plan of at least $1,000, or to any person who has a 
     vested account under the Plan and who is employed by 
     an Affiliated Company. For purposes of this Article 
     XIII, Affiliated Company shall mean a corporation 
     that has adopted the Plan or any other profit 
     sharing plan and is a member of the controlled group 
     of corporations (within the meaning of Section 
     1663(a) of the Code, determined without regard to 
     Code Section 1 563(a)(4) and Section 1 563(e)(3)(c)) 
     of which the Company is parent, and any corporation 
     which is not a member of the controlled group of 
     corporations but in which the Company has an 
     ownership interest.

(b)  A Participant may not have more than five Loans from 
     the Plan outstanding at any time.

(c)  At all times during the term of the Loan(s), the 
     Participant must have a balance in Fund L equal to 
     the outstanding balance of the Loan(s).

(d)  No Loan shall be made to any Participant until the 
     execution and/or submission by the Participant of:

(1)  a Loan application completed in a manner 
     prescribed by the Plan Administrator,

(2)  a promissory note payable to the Trustee in the 
     amount and on a form prescribed by the Plan 
     Administrator,

(3)  a written authorization for Loan repayment by 
     means of payroll deductions or other method of 
     repayment acceptable to the Plan Administrator,

(4)  an authorization to transfer an amount 
     described in Sec. VIII.2 to Fund L, and

(5)  the consent required by Section XIII.7.(b)(1).

(e)  A "qualified residential Loan" is a Loan used to 
     acquire or construct any dwelling unit which within 
     a reasonable time (determined at the time the Loan 
     is made) is to be used as a principal residence of 
     the Participant.

(f)  All Participants granted Loans under this Section 
     shall receive a statement disclosing the terms of 
     the Loan, including the interest rate, amount of 
     interest to be paid over the term of the Loan and 
     payment conditions (disclosure statement).

(g)  No Loan may be granted that would adversely affect 
     the status of the Plan as one which qualifies under 
     Section 401 (a) or 401 (k) of the Code or the status 
     of the trust as one which is exempt from Federal 
     income tax under Section 501(a) of the Code.

(h)  Notwithstanding anything above to the contrary, the 
     Loan Administrator may deny a Loan if in its 
     judgment the Participant will not have sufficient 
     income to meet his Loan payments as they become due.

(i)  The Loan Administrator is responsible for the 
     administration of the loan program described in this 
     section.

XIV. WITHDRAWALS

1.   General Conditions

(a)  In addition to a distribution pursuant to Section 
     XVI. 1., a Participant, Retired Participant, Former 
     Participant, Alternate Payee or Spouse Beneficiary 
     may make three withdrawals in any calendar year 
     under the provisions of this Section from his 
     Regular and/or Before-Tax Accounts. Withdrawals 
     shall not be permitted:
(i)  from the Before-Tax Account before the 
     Participant attains age 59 1/2, becomes 
     disabled, or incurs a hardship, or

(ii) from Fund L except as provided in Section XIII. 
     7.

(b)  Withdrawn amounts will be valued as of the valuation 
     date on which the transaction is processed.

(c)  Company Contributions shall be suspended for six 
     months if a Participant withdraws any or all of:

(i)  his Matched After-Tax Amounts deposited during 
     the last two years of participation;

(ii) his Matched Before-Tax Amounts deposited during 
     the last two years of participation;

(iii)the Nonforfeitable Company Contributions 
     deposited in his Regular Account during the 
     last two years of participation.

(d)  If, prior to attaining five years of service which 
     includes four years of participation, a Participant 
     withdraws some or all of his Matched After-and/or 
     Matched Before-Tax Amounts, such Participant shall 
     forfeit all Company Contributions attributable to 
     the withdrawn Matched After-Tax amounts and/or 
     Matched Before-Tax amounts.

(e)  Distribution from Regular Accounts and Before-Tax 
     Accounts under this Section may be made in cash or 
     in kind as provided in Section XVI.4(a) or XVI.4(b), 
     whichever is applicable.

(f)  Participants shall designate the sequence in which 
     Funds will be liquidated to provide for less than 
     total withdrawals.

2.   Withdrawal Sequence

     Withdrawals by the Participant shall be made from his 
     Regular Account in the following order:

(a)  Unmatched After-Tax Contributions;

(b)  Rollover Assets;

(c)  Earnings in Regular Account

(d)  Matched After-Tax Contributions held for more than 
     two years;

(e)  Nonforfeitable Company Contributions held for more 
     than two years;

(f)  Matched After-Tax Contributions contributed during 
     the last two years of participation; or

(g)  Nonforfeitable Company Contributions contributed 
     during the last two years of participation.

     Withdrawals by the Participant shall be made from his 
     Before-Tax Account in the following order:

(a)  Unmatched Before-Tax Contributions;

(b)  Earnings in Before-Tax Account;

(c)  Matched Before-Tax Contributions held for more than 
     two years;

(d)  Matched Before-Tax Contributions contributed during 
     the last two years of participation;

3.   Withdrawal Maximums

     The maximum withdrawal from any category in Section 
     XIV.2. above shall be the lesser of

(a)  the amount in such category in the Participant's 
     Fund(s) or

(b)  the value of the Units, shares, and/or dollars, as 
     appropriate, attributable to such category in the 
     Participant's Fund(s) at the valuation date on which 
     the transaction is processed.

XV.  HARDSHIP WITHDRAWALS FROM BEFORE-TAX ACCOUNT

1.   Definition of Hardship

     A Participant may make a withdrawal in cash from his 
     Before-Tax Account by establishing hardship. In order to 
     prove hardship, a Participant must show (1) that he has 
     an immediate and heavy financial need; and (2) that the 
     hardship distribution is necessary to satisfy the 
     immediate and heavy financial need. A committee appointed 
     by the Company shall act on requests for withdrawals and 
     appeals under this Section. The amount of an immediate 
     and heavy financial need may, at the participant's 
     request, include any amounts necessary to pay any federal 
     income taxes or penalties reasonably anticipated to 
     result from the distribution.

2.   Establishment of Immediate and Heavy Financial Need

     A Participant may establish the existence of an immediate 
     and heavy financial need in one of two ways. A 
     Participant may demonstrate by facts and circumstances 
     the existence of an immediate and heavy financial need 
     created by an emergency or extraordinary circumstance. 
     Alternatively, a Participant may show that his immediate 
     and heavy financial need results from one of the 
     following deemed hardship conditions:

a.   Medical expenses described in Section 21 3(d) of the 
     Internal Revenue Code incurred or to be obtained by 
     the Participant, the Participant's spouse, or any 
     dependents of the Participant;

b.   Purchase (excluding mortgage payments) of a 
     principal residence for the Participant;

c.   Payment of tuition and related educational fees for 
     the next 12 months of post-secondary education for 
     the Participant, the Participant's spouse, children 
     or dependents; or

d.   The need to prevent the eviction of the Participant 
     from his principal residence or foreclosure on the 
     mortgage of the Participant's principal residence.

3.   Distribution Necessary to Satisfy Immediate and Heavy 
     Financial Need

     A Participant may establish that the hardship 
     distribution is necessary to satisfy his immediate and 
     heavy financial need in one of two ways. Under no 
     circumstances will a distribution be considered necessary 
     to satisfy an immediate and heavy financial need if it is 
     in excess of that need. A Participant may demonstrate by 
     all relevant facts and circumstances that a distribution 
     is necessary to satisfy the hardship need. Under this 
     facts and circumstances option, a Participant must 
     establish in a sworn and notarized statement that the 
     immediate and heavy financial need cannot be relieved

(a)  through reimbursement or compensation by insurance or 
     otherwise;

(b)  by reasonable liquidation of the Participant's 
     assets to the extent such liquidation would not 
     itself cause an immediate and heavy financial need;

(c)  by cessation of employee Before-Tax and After-Tax 
     Contributions under the Savings and Investment Plan; 
     or

(d)  by other distributions or loans from any plans 
     maintained within the Controlled Group of companies 
     or from plans maintained by another employer, or by 
     borrowing from commercial sources on reasonable 
     commercial terms unless such loan or distribution 
     would increase the amount of the need.

     For purposes of the preceding paragraph, assets of the 
     Participant include assets of the Participant's spouse and 
     minor children reasonably available to the Participant. 
     Property held for a Participant's child under an 
     irrevocable trust or under the Uniform Gifts to Minors Act 
     shall not, however, be treated as an available resource of 
     the Participant.

     Alternatively, a Participant's request for a distribution 
     to meet an immediate and heavy financial need may be 
     deemed necessary to satisfy the need. Under this option, 
     a Participant must establish in a sworn and notarized 
     statement that:

(a)  The distribution is not in excess of the amount of 
     the Participant's immediate and heavy financial 
     need; and

(b)  The Participant has obtained all distributions, 
     other than hardship distributions, and all loans 
     currently available under all plans maintained by 
     the Controlled Group o companies.

     Should a Participant elect to have the establishment of 
     "necessary to satisfy the immediate and heavy financial 
     need" handled under the deemed standard, the following 
     consequences shall, in all cases, apply:

(i)  the Participant will be prohibited from making any 
     employee Before-Tax and After-Tax Contributions 
     under the Savings and Investment Plan and all other 
     plans, with the exception of health and welfare 
     benefit plans, including ones that are part of a 
     cafeteria plan within the meaning of Section 125 of 
     the Code maintained by the Controlled Group of 
     companies for a period of twelve (12) months after 
     receipt of the hardship distribution; and

(ii) the Participant will be prohibited from making 
     Before-Tax Contributions under the Savings and 
     Investment Plan and all other plans maintained by 
     the Controlled Group of companies for the 
     Participant's taxable year immediately following the 
     year of the hardship distribution in excess of the 
     applicable limit under Section 402(g) of the 
     Internal Revenue Code for such next taxable year 
     less the amount of such Participant's Before-Tax 
     Contributions for the taxable year of the hardship 
     distribution.

4.   Amount Withdrawable

     The amount which may be withdrawn cannot exceed the total 
     of the Participant's Before-Tax Contributions (and income 
     allocable thereto credited to a Participant's Before-Tax 
     Account as of December 31, 1988) nor the amount necessary 
     to satisfy the immediate and heavy financial need created 
     by the hardship. A Participant may direct withdrawals 
     under this Section in accordance with Section XIV. I (f). 
     The withdrawal sequence will be as set forth in Section 
     XIV.2.
5.   Forfeitures and Suspensions

     Except as provided otherwise in this Section, Hardship 
     Withdrawals are subject to the same forfeitures and 
     suspensions provided in Section XIV for other withdrawals 
     from Before-Tax Accounts, provided, however, that a 
     Hardship Withdrawal shall not be considered a withdrawal 
     for purposes of the limitation on the number of 
     withdrawals permitted under Section XIV. 1.

XVI. TERMINATION OF PARTICIPATION

1.   General Conditions

(a)  Notwithstanding the restriction on the number of 
     withdrawals contained in Section XIV. 1., a 
     Participant, who ( I ) has a zero balance in his 
     Before-Tax Account, or (2) has attained age 59 1/2, 
     may voluntarily terminate his participation in the 
     Plan by requesting discontinuance of After-Tax and 
     Before-Tax Contributions and distribution of the 
     balance in his accounts. In such event, distribution 
     of the Participant's total interest in the Plan, 
     after deducting any required forfeiture of Company 
     Contributions, will be made as described in this 
     Section.

(b)  An individual's participation will also end because 
     his service with the Company is terminated or the 
     Plan is terminated. In either such event, 
     distribution of the individual's Before-Tax Account 
     may be made as described in this Section only after 
     he satisfies the requirements of Subparagraph (a)(2) 
     of this Paragraph or terminates his service with the 
     controlled group, whichever occurs first. Any 
     termination on account of a liquidation, merger, or 
     consolidation of the Company, which involves (I) no 
     substantial change in the make-up of employees, (2) 
     only a technical change in the employment 
     relationship, and (3) no meaningful change in the 
     beneficial ownership of the business will not be 
     considered a termination of service. Distribution of 
     such Former Participant's Regular Account will be 
     made, after deducting any required forfeiture of 
     Company Contributions, when the Plan or his service 
     with the Company is terminated or, at his option, 
     when his Before-Tax Account is distributed. A Former 
     Participant who, prior to his termination of 
     service, elected to defer receipt of his Regular 
     Account balance under this Subparagraph may, at any 
     time prior to settlement of his accounts, request 
     immediate distribution of the balance in his Regular 
     Account less any required forfeiture of Company 
     Contributions.

2.   Terminations Without Forfeiture

     No forfeiture of Company Contributions will be charged 
     against a Participant if termination of participation 
     occurs

(a)  for any reason after the Participant attains normal 
     retirement age or five years of service which 
     includes four years of participation in the Plan, or

(b)  at any time by reason of

(1)  retirement under the Company's Pension and 
     Retirement Plan, including incapability 
     retirement,

(2)  becoming an employee of a subsidiary, an 
     affiliated group company, or a partnership or 
     joint venture in which the Company has an 
     ownership interest provided the individual 
     becomes an employee of such entity at the 
     request of the Company,

(3)  termination due to lack of work, sale of a 
     business or facility or pursuant to the 
     Company's Voluntary Termination Incentive (VTI) 
     Policy, except in the event the Participant is 
     reemployed prior to distribution of his 
     accounts,

(4)  termination on account of total and permanent 
     disability as determined under the Company's 
     Total and Permanent Disability Income Plan,

(5)  termination of the Participant's service 
     resulting from the transfer by the Company of 
     the Participant's spouse to another employment 
     location,

(6)  death, or

(7)  termination of the Plan.

3.   Terminations With Forfeiture

     A Participant will forfeit all of the Company 
     Contributions made for his account if he has less than 
     five years of service which includes four years of 
     participation in the Plan and he

(a)  voluntarily terminates participation, or

(b)  ceases to be an employee for any reason other than 
     those specified in Paragraph 2(b) of this Section.

4.   Distribution of Accounts

(a)  Subject to the conditions in Paragraph 1 of this 
     Section and Subparagraphs (c) and (i) of this 
     Paragraph, as soon as practicable after termination 
     of participation in the Plan under the provisions of 
     Paragraph 2 of this Section, distribution of the 
     balance in the individual's accounts, including all 
     nonforfeited Company Contributions, will be made on 
     the following bases:

(1)  For Funds B, C and E, cash equal to the value 
     of the individual's Units and/or Shares, as 
     appropriate, therein at the valuation date on 
     which the termination of participation occurs, 
     or, where termination is on account of death, 
     the valuation date of the business day 
     preceding the day of distribution.

(2)  For Fund D, delivery of full shares of Company 
     common stock in the individual's account, plus 
     the value in cash of any fractional interests 
     in a share of such stock and accrued income at 
     the valuation date on which termination of 
     participation occurs or, at the election of the 
     individual, some or all in cash.

(3)  For Fund L, delivery of any promissory note(s) 
     in the individual's account, if requested.

(b)  Subject to the conditions in Paragraph 1 of this 
     Section and Subparagraphs (c) and (i) of this 
     Paragraph, as soon as practicable after termination 
     of participation in the Plan under the provisions of 
     Paragraph 3 of this Section, distribution of the 
     balance in an individual's accounts will be made as 
     provided in Paragraph 4(a) of this Section except 
     that the individual shall forfeit an amount equal to 
     the lesser of

(1)  the dollar amount of Company Contributions 
     credited to his accounts prior to the valuation 
     date on which termination occurs, or

(2)  the current value of the units and shares 
     attributable to his Company Contributions.

(c)  Beneficiary Designation

(1)  A Participant, Former Participant, Retired 
     Participant or Spouse Beneficiary may designate 
     any beneficiary or beneficiaries he chooses to 
     receive all or part of his interests in Funds 
     B, C, D and E in case of his death, and he may 
     replace or revoke such designation. However, in 
     the event the Participant, or Spouse 
     Beneficiary has a spouse, no designation of a 
     person other than the spouse shall be 
     permitted, unless such spouse has consented in 
     writing in the manner prescribed by the Company 
     to another beneficiary, or such consent could 
     not be obtained because the spouse could not be 
     located or because of such other reasons as 
     applicable Treasury Regulations may provide in 
     which case distribution shall be made as 
     provided in Paragraph 4(a) of this Section. If 
     no surviving spouse exists and no beneficiary 
     designation is in effect, distribution shall be 
     made to, or in accordance with the directions 
     of, the executor or administrator of the 
     decedent's estate.

     With respect to non-Spouse Beneficiaries 
     (including a beneficiary who is a spouse of a 
     Former Participant), the balance of a deceased 
     Participant's, Former Participant's, Alternate 
     Payee's or Retired Participant's Plan assets 
     will remain in the accounts and Funds as of the 
     time of his death, pending distribution. Total 
     distribution shall be made to such 
     beneficiaries no later than the end of the 
     twelfth month following the death of the 
     Participant, Former Participant, Alternate 
     Payee or Retired Participant.

     If in the opinion of the Company there is a 
     question as to the legal right of any 
     beneficiary to receive a distribution under the 
     Plan, the amount in question may be paid to the 
     decedent's estate, in which event the Trustee 
     and the Company shall have no further liability 
     to anyone with respect to such amounts. 
     Non-Spouse Beneficiaries may not designate 
     beneficiaries; account balances remaining at 
     the time of their death will be paid to their 
     estates as soon as practicable following the 
     death of the Non-Spouse Beneficiary.

(2)  If the Plan Administrator receives a qualified 
     disclaimer (as defined in Code section 2518) 
     from any designated beneficiary entitled to 
     benefits as a result of, and within nine months 
     after, the death of a Participant, Former 
     Participant, Spouse Beneficiary, Alternate 
     Payee or Retired Participant, such benefits 
     shall instead be paid to an alternate 
     beneficiary determined according to a valid 
     beneficiary designation made by the deceased. 
     Payment to an alternate beneficiary on account 
     of receipt of a qualified disclaimer shall not 
     be treated as a violation of Section XVII. of 
     the Plan.
(d)  Retirement Deferral Election

(1)  Notwithstanding the provisions of Paragraph 
     4(a) of this Section,

(i)  a Participant, at any time prior to the 
     effective date of his retirement under 
     Section IV, XI.A.(l) or XI.A.(2) of the 
     Company's Pension and Retirement Plan, the 
     Company's Special Retirement Opportunity 
     Program, provided such retirements occur 
     during the effective dates of the 
     Company's Voluntary Separation Program, 
     the Voluntary Separation Program Prime or 
     a similar provision of a plan of an 
     affiliated group company, or

(ii) the Spouse Beneficiary of a deceased 
     Participant or Retired Participant who had 
     not reached his Required Beginning Date

     may elect, revoke, or reelect an option to have 
     the distribution in the Participant or Retired 
     Participant's accounts made no later than April 
     1 of the calendar year following the year in 
     which he attains age 70 1/2 except that, in the 
     case of a Spouse Beneficiary, distribution of 
     the balance in the accounts shall commence on 
     or before the later of the end of the year in 
     which the deceased employee would have attained 
     age 70 1/2 or the end of the year after that in 
     which the employee died. In the event the 
     Retired Participant is reemployed and reenrolls 
     in the Plan prior to the specified month, the 
     election will be revoked and no distribution 
     will be made on account of the prior 
     termination of employment. A Participant, 
     Retired Participant or Spouse Beneficiary may 
     revoke the election and request distribution of 
     the balance in the accounts at any time prior 
     to the time prescribed by this subparagraph.

(2)  With respect to a Participant, Retired 
     Participant, or Spouse Beneficiary who has made 
     an election under this Section XVI.4(e):

(i)  Transfers between Funds B, C, D and E of 
     the Regular Account and Funds B, C, D and 
     E of the Before-Tax Account shall be 
     permitted as set forth in Section VIII.l.; 
     and,

(ii) up to three (3) Withdrawals may be made 
     during each calendar year in accordance 
     with Section XIV.

(3)  At any time prior to settlement of the accounts 
     under this Subparagraph, the Participant, 
     Retired Participant, or Spouse Beneficiary may 
     direct payment of the balance of his accounts 
     in accordance with Paragraph 5 of this Section. 
     In the absence of such direction, the 
     distribution will be valued as of the date of 
     settlement.

(e)  Termination of Employment

     If termination of employment, other than a 
     termination of employment described in Section 
     XVI.2(b), occurs prior to the last scheduled work 
     day of the month, no Company Contribution will be 
     made for the month of termination.

(f)  Application of Forfeitures

     All amounts forfeited by Participants terminating 
     their participation in the Plan shall be applied to 
     reduce Company Contributions required by Section V.

(g)  Sale of Business or Facility

     A Participant, whose employment, with the Company or 
     with a partnership or a joint venture in which the 
     Company has an ownership interest and with whom such 
     Participant was employed at Company request, is to 
     be terminated in connection with the sale by the 
     Company of any business or facility or of the 
     Company's interest in such entity, may, at any time 
     prior to termination of employment, designate that 
     the balance in his Before-Tax and After-Tax Accounts 
     (including the balances in Fund L) be paid in cash 
     and promissory note(s) directly to the trustee of a 
     qualified defined contribution plan maintained by 
     the purchaser of the business or facility if such 
     plan will accept the transfer of assets and note(s).

     As of the valuation on the day of termination of the 
     Participant's employment, the balance of his 
     Before-Tax Account in Funds B, C, D and E and his 
     Regular Account in Funds B, C, D and E shall be 
     allocated to his Regular Account in Fund B and the 
     balance of his Before-Tax Account Fund L shall be 
     allocated to his Regular Account Fund L.

     Payment to the trustee of the receiving plan will be 
     made as soon as practicable after the Company 
     receives satisfactory proof that the requirements of 
     Section 414(1) of the Code will be satisfied in the 
     transfer of assets. At any time prior to such 
     transfer of assets, the individual may request 
     distribution of the balance of his accounts. Such 
     payment to the trustee of the receiving plan or 
     distribution to the individual will be in cash (and 
     promissory note(s), if applicable) as of the 
     valuation date on which such proof or request, 
     respectively, is received by the Company.

(h)  Post Termination Participation

     After termination of service, the following Former 
     Participants may elect to participate in the Plan to 
     the extent provided in this Subparagraph:

(i)  Individuals whose service is terminated due to 
     lack of work, pursuant to the Company's 
     Voluntary Termination Incentive (VTI) Policy, 
     or due to the sale of a business or facility by 
     the Company; and,

(ii) all others whose vested account balances exceed 
     $3500 at the time of termination or ever 
     exceeded $3500 and who do not consent to the 
     distribution of their account balances.

     No further Company Contributions or employee 
     After-Tax Contributions or Before-Tax Contributions 
     will be permitted and such participation shall not 
     count for vesting purposes. A total distribution may 
     be taken at any time. Total distribution shall be 
     made under this Subparagraph no later than April 1 
     of the calendar year following the year in which the 
     individual attains age 70 1/2.

(i)  If a distribution is required under the terms of 
     this Plan, pursuant to the Code, pursuant to a 
     Qualified Domestic Relations Order, or because an 
     account holder requested a distribution and the 
     account holder or alternate payee to whom such a 
     benefit must be paid or who requested payment cannot 
     be located, such distribution shall be held without 
     interest and forfeited six (6) months after the end 
     of the month in which the distribution was required 
     to be made or requested and shall be used to reduce 
     Company Contributions as provided in Section 
     XVI.4(g) provided that the amount of such forfeiture 
     shall be reinstated without interest if, prior to 
     termination of the Plan, a claim is made by the 
     account holder or alternate payee for the forfeited 
     distribution.

(j)  If an account is created for an Alternate Payee 
     pursuant to a Qualified Domestic Relations Order no 
     Company Contribution or employee After-Tax and/or 
     Before-Tax Contributions will be permitted. A total 
     distribution may be taken at any time. Total 
     distribution shall be made to the Alternate Payee 
     under this Subparagraph no later than April 1 of the 
     calendar year following the year in which the 
     Participant, from whom the Alternate Payee's account 
     was derived, attains age 70 1/2.

5.   Periodic Payment Options

(a)  In lieu of distribution of accounts in accordance 
     with Paragraph 4 of this Section,

(i)  a Participant who retires under Section IV, 
     XI.A.(l) or XI.A.(2) of the Company's Pension 
     and Retirement Plan, the Company's Special 
     Retirement Opportunity Program provided such 
     retirements occur during the effective dates of 
     the Company's Voluntary Separation Program, or 
     the Company's Voluntary Separation Program 
     Prime, at any time prior to settlement of his 
     accounts,

(ii) the Spouse Beneficiary of a deceased 
     Participant or Retired Participant who had not 
     reached his Required Beginning Date; or

(iii)     a Participant, in February of the calendar 
     year that contains his Required Beginning Date,

     may elect, revoke or reelect to have some or all 
     proceeds paid out in one of the following methods of 
     periodic payments except that in the case of Section 
     XVI.5(a)(iii) only Lifetime Periodic Payments 
     pursuant to Section XVI.5(a)(B) may be elected:

(A)  Variable Periodic Payments.
Under this option, the proceeds in the 
     Participant, Retired Participant, or 
     Spouse Beneficiary's Before-Tax and 
     Regular Accounts will be paid out in a 
     specified number of monthly or annual 
     periodic payments beginning in the month 
     following that in which the Participant 
     retires or that in which the Participant, 
     Retired Participant, or Spouse Beneficiary 
     elects periodic payout in lieu of deferral 
     under Section XVI.4(e) and ending (subject 
     to amounts available in the account) after 
     the specified number of payments have been 
     made or in the month of notification to 
     the Plan Administrator of the death of the 
     Participant, Retired Participant or Spouse 
     Beneficiary, the remainder being paid to 
     the designated beneficiary(ies) in 
     accordance with Section XVI.4(d); provided 
     that the number of monthly periodic 
     payments cannot exceed the actuarial life 
     expectancy(ies) specified in the Unisex 
     Annuity Tables promulgated by the 
     Department of Treasury under Section 72 of 
     the Code for those the same age(s) as the 
     Participant (Retired Participant or Spouse 
     Beneficiary), or as the Participant 
     (Retired Participant or Spouse 
     Beneficiary) and the oldest designated 
     primary beneficiary, if any: provided 
     further that the distribution cannot be 
     less than the amount needed to satisfy the 
     minimum distribution incidental benefit 
     requirement of Section 401(a)(9) of the 
     Code, and provided further that a Spouse 
     Beneficiary may continue to receive the 
     remaining periodic payments after the 
     death of the Participant (or Retired 
     Participant); or

(B)  Lifetime Periodic Payments.

     Under this option, the proceeds in the 
     Participant, Retired Participant, or 
     Spouse Beneficiary's Before-Tax Account 
     and Regular Account will be paid out in 
     monthly or annual periodic payments based 
     on the actuarial life expectancies 
     specified in the Unisex Annuity Tables 
     promulgated by the Department of Treasury 
     under IRC sec. 72, recalculated annually, 
     of the Participant (Retired Participant or 
     Spouse Beneficiary), or the Participant 
     (Retired Participant or Spouse 
     Beneficiary) and the oldest designated 
     primary beneficiary, beginning with the 
     month following that in which the 
     Participant retires or that in which the 
     Participant, Retired Participant, or 
     Spouse Beneficiary elects periodic payout 
     in lieu of deferral under Section 
     XVI.4(e), and ending (subject to amounts 
     available in the account) in the month of 
     notification to the Plan Administrator of 
     the death of the Participant, Retired 
     Participant, or Spouse Beneficiary, 
     provided that the distribution cannot be 
     less than the amount needed to satisfy the 
     minimum distribution incidental benefit 
     requirement of Code Section 401 (a)(9). 
     The remainder shall be paid to the 
     designated beneficiary(ies) in accordance 
     with Section XVI.4(d) except that a Spouse 
     Beneficiary of a Participant or Retired 
     Participant receiving lifetime periodic 
     payments under this Section XVI.5(a)(B) 
     based on their joint life expectancies may 
     continue receiving installments which 
     shall be recalculated annually based on 
     the spouse's life expectancy after the 
     death of the Participant or Retired 
     Participant.

(C)  Fixed Payments

     Under this option, the proceeds in the 
     Participant, Retired Participant, or 
     Spouse Beneficiary's Before-Tax Account 
     and Regular Account will be paid out in a 
     specified monthly or annual amount 
     designated by the Participant, Retired 
     Participant, or Spouse Beneficiary. The 
     designated amount shall be paid on a 
     monthly or annual basis beginning in the 
     month following that in which the 
     Participant retires or that in which the 
     Retired Participant, or Spouse Beneficiary 
     elects the Fixed Payment option and end at 
     such time as the account balance is zero.

(D)  Level Periodic Payments

Under this option, the proceeds in the 
     Participant, Retired Participant, or 
     Spouse Beneficiary's Before-Tax Account 
     and Regular Account will be paid in equal 
     monthly or annual payments calculated by 
     amortizing the account balance over a 
     number of years equal to the life 
     expectancy of such Participant, Retired 
     Participant, or Spouse Beneficiary or the 
     joint life and last survivor expectancy of 
     such Participant, Retired Participant, or 
     Spouse Beneficiary and a designated 
     beneficiary at reasonable interest 
     determined on the date payments begin by 
     the Plan Administrator.

(b)  For subparagraphs (A) variable and (B) lifetime, 
     each periodic payment during a calendar year 
     (subject to amounts available in the account) shall 
     be equal to the amount determined by dividing the 
     value of the account, at the payment commencement or 
     the last recalculation date, by the number of months 
     remaining in the term selected for payments under 
     subparagraph (A), or in the life expectancy for 
     payments under subparagraph (B), except that the 
     last payment in a term selected under subparagraph A 
     will be adjusted if necessary to liquidate the 
     account. A recalculation will be performed as of 
     each December 31.

(c)  A Participant, Retired Participant or Spouse 
     Beneficiary who elects periodic payments may make 
     Fund Transfers in accordance with Section VIII. 1 of 
     this Plan.

(d)  At any time during the periodic payout period, the 
     Participant, Retired Participant, or Spouse 
     Beneficiary may request distribution of the balance 
     in his accounts.  Such distribution will be based on 
     the value of the account as of the valuation date on 
     which the request is made. During each calendar year 
     of the periodic payout period, a Retired Participant 
     or Spouse Beneficiary is also eligible to take up to 
     three Withdrawals in accordance with Section XIV.

(e)  If a Retired Participant receiving monthly periodic 
     payments pursuant to this Paragraph is reemployed 
     prior to April 1 of the calendar year following the 
     calendar year in which he attains age 70-1/2, 
     periodic payments shall terminate. At the earlier of 
     (i) his retirement again under Section IV of the 
     Company's Pension and Retirement Plan or (ii) March 
     1 of the calendar year following the calendar year 
     in which he attains age 70-1/2, he shall designate 
     any type of distribution of the balance in his 
     accounts permitted under Paragraph 4 of this Section 
     or this Paragraph 5. However, if the Retired 
     Participant is reemployed (i) as a Limited Service 
     Employee as such term is defined in the Service 
     Rules or (ii) after February 28 of the calendar year 
     following the calendar year in which he attains age 
     70-1/2, periodic payments will continue; any 
     increase in the balance in his account(s) 
     attributable to After-Tax, Before-Tax, or Company 
     Contributions made after his reemployment will be 
     distributed in accordance with Paragraph 4 of this 
     Section when his service with the controlled group 
     is again terminated.

(f)  Notwithstanding any other provision of this Plan or 
     election by a Participant, Retired Participant or 
     Spouse Beneficiary to the contrary, distributions 
     shall be made in such minimum amounts and at such 
     times as required by Code section 401 (a)(9) and all 
     regulations thereunder. If no payment election has 
     been received by the Plan Administrator at the time 
     minimum distributions are required to be made, the 
     Plan will commence monthly payments under the 
     lifetime periodic payments under Subparagraph (B).

(g)  A Participant, Former Participant, or Spouse 
     Beneficiary who has received one or more periodic 
     payments under the Lifetime, Variable, Fixed or 
     Level Payments may revoke his prior election no more 
     than once a year and elect to receive his account 
     balance in any other periodic payment options.

6.   Reenrollment in Plan

(a)  After Voluntary Termination

     If a Participant terminates his participation in the 
     Plan and remains employed, he shall immediately be 
     eligible to participate in the Plan, except that no 
     Company Contributions will be made to the 
     Participant's accounts for any of the six months 
     following the month of termination. Upon 
     reenrollment he shall be entitled to credit for his 
     years of participation subsequent to September 30, 
     1976.

(b)  After Reemployment

     If a Participant who has, before January 1, 1985, 
     (1) voluntarily terminated participation as 
     described in Paragraph 6(a) of this Section and 
     subsequently terminated service with the Company, or 
     (2) had his participation terminated because his 
     service with the Company was terminated, is 
     reemployed, he shall immediately be eligible to 
     participate in the Plan provided he is
(i)  reemployed during the same computation period 
     in which his service terminated, or

(ii) compensated with respect to more than 500 hours 
     during the computation period in which his 
     service is terminated and he is reemployed in 
     the next succeeding computation period.

     If a Participant who has, after December 31, 1984, 
     (1) voluntarily terminated participation as 
     described in Paragraph 6(a) of this Section and 
     subsequently terminated service with the Company, or 
     (2) had his participation terminated because his 
     service with the Company was terminated, is 
     reemployed, he shall immediately be eligible to 
     participate in the Plan. For purposes of the 
     preceding sentence and Sections XVI.6(c)(1) and 
     XVI.6(c)(2), absence from employment for the 
     following reasons which commences after December 31, 
     1984 shall be considered hours of service:

(i)  pregnancy or birth of a child of the 
     individual,

(ii) placement of a child with the individual in 
     connection with its adoption by the individual; 
     and

(iii)     caring for such child beginning 
     immediately after such birth or placement.

     No more than 501 hours shall be considered hours of 
     service under the preceding sentence in connection 
     with any pregnancy or placement. Upon reenrollment, 
     he shall be entitled to credit for his years of 
     participation subsequent to September 30, 1976. In 
     the case of a Participant who voluntarily terminated 
     participation, no Company Contributions will be made 
     to the Participant's accounts for any of the six 
     months following the month of termination.

(c)  Buy-Back of Forfeitures

(1)  A Participant who reenrolls in the Plan as 
     provided in (a) or (b) above, and who forfeited 
     Company Contributions on account of his 
     termination of participation in, and a 
     distribution from, the Plan, may repay at any 
     time prior to termination of employment in a 
     single cash payment an amount equal to the 
     value of the distribution at the valuation date 
     on which the withdrawal occurred.

(2)  A Participant who received a Withdrawal from 
     his Regular Account or his Before-Tax Account, 
     and who forfeited Company Contributions on 
     account of such Withdrawal, but did not 
     terminate participation in the Plan, may repay 
     in a single cash payment an amount equal to the 
     value of either (i) the Withdrawal or (ii) the 
     amount of Matched After-Tax and/or Matched 
     Before-Tax Contributions withdrawn at the 
     valuation date on which the Withdrawal 
     occurred.

(3)  A Participant who terminated participation 
     after December 31, 1984, or who made a 
     Withdrawal after December 31, 1984, in either 
     case resulting in a forfeiture of Company 
     Contributions must make the repayment provided 
     in ( 1 ) or (2) above in the case of a 
     distribution on account of separation from 
     service.

(4)  Upon repayment under ( l ) or (2) above, the 
     dollar amount of the Company Contributions 
     forfeited by the Participant will be restored 
     to his Regular Account and allocated to Funds 
     B, C, D or E in whole multiples of 1% in 
     accordance with the Participant's 
     authorization. The Participant shall authorize 
     the Company to allocate the amount repaid to 
     his Regular Account in Funds B, C, D or E in 
     the manner prescribed in Section VII. 1 for 
     allocating After Tax Contributions. All repaid 
     amounts shall be identified as Unmatched 
     After-Tax Contributions in the Participant's 
     accounts.

(5)  A Participant who terminates employment with 
     the Company and does not receive a distribution 
     from the Plan shall not have his unvested 
     Company Contributions forfeited until he has 
     incurred five consecutive One-Year Breaks in 
     Service commencing with his termination.

7.   Computation Period

     For purposes of this Section, a computation period shall 
     be a period of 12 consecutive months commencing the later 
     of January 1, 1976, or the employee's date of employment 
     or reemployment, whichever is applicable, or any 
     succeeding anniversary of such date.

XVII.     NONASSIGNMENT

     Except as provided by Section 401(a)(13) of the Code, no 
     assignment of the rights or interests of account holders under 
     this Plan will be permitted or recognized, nor shall such 
     rights or interests be subject to attachment or other legal 
     processes for debts.

XVIII.    OPERATION OF THE PLAN AS A TOP-HEAVY PLAN

     If it is determined that the Plan is a top-heavy plan, within 
     the meaning of Section 41 6(g) of the Code, for any plan year, 
     this Section will supersede all other provisions to the 
     contrary and apply for such plan year.

l.   Minimum Vesting

     Each Participant shall have a nonforfeitable right to a 
     percentage of the Company Contributions and earnings 
     thereon in his Regular Account, as determined in 
     accordance with the following table:

   Years of                   Nonforfeitable
Participation                   Percentage  

2 but less than 3                   20%

3 but less than 4                   40%

4 but less than 5                   60%

5 and greater                      100%

     For purposes of determining the years of participation of 
     a reenrolled Participant, the provisions of Sections 
     XVI.6 (a) and (b) shall apply. Vesting of nonforfeitable 
     rights to Company Contributions accrued after the Plan 
     ceases being top-heavy shall be determined in accordance 
     with the Plan's vesting provisions in effect prior to the 
     Plan becoming top-heavy.

2.   Minimum Contributions

     Contributions by the Company under the Plan, including 
     Before Tax Contributions, on behalf of each Participant 
     who has not separated from service at the end of the Plan 
     year and who is a non-key employee shall not be less than 
     three percent of his Compensation.

3.   Compensation Limitation

     For any plan year in which the Plan is a top-heavy plan, 
     the compensation limitation set forth in Code Section 41 
     6(a) shall apply.

4.   Effect on Limitation on Annual Additions

     For any plan year in which the Plan is top-heavy, the 
     combined limitation described in Section XIX.7(b) shall 
     be applied by substituting "1.0" for "1.25" wherever it 
     appears in Sections XIX. 1 2(s) and (v).

5.   Definitions - For purposes of these top-heavy provisions, 
     the following definitions shall apply:

(a)  Key employees and non-key employees. In determining 
     which employees are key employees and which are 
     non-key employees, the criteria set forth in Code 
     Section 416 and the regulations thereunder shall be 
     applied.

(b)  Top-heavy ratio. The top-heavy ratio shall be 
     computed in accordance with Code Section 416 and the 
     regulations thereunder.

(c)  Aggregation Group. For purposes of determining if 
     the Plan is a top-heavy plan for a particular Plan 
     year, each tax qualified plan of the Company in 
     which a key employee participates in the Plan year 
     containing the determination date, or any of the 
     four preceding Plan years, and each other tax 
     qualified plan of the Company, which during this 
     period, enables any plan, in which a key employee 
     participates, to meet the requirements of Code 
     Sections 401 (a)(4) or 410 shall be aggregated 
     within the required aggregation group. All other tax 
     qualified plans which are not required to be 
     aggregated under the preceding sentence but that 
     satisfy the requirements of Code Sections 401(a)(4) 
     and 4 10 when considered together with the required 
     aggregation group shall also be aggregated.

(d)  Determination Date. The determination date for any 
     Plan year shall be September 30 of the preceding 
     Plan year.

(e)  Valuation Date. The valuation date applicable to the 
     determination date shall be September 30 of the 
     preceding Plan year.

XIX. MISCELLANEOUS PROVISIONS

1.   Plan Administration

(a)  The Company shall have the authority to control and 
     manage the operation and administration of the Plan 
     and to designate one or more persons to carry out 
     the responsibilities of the operation and 
     administration of the Plan. The Named Fiduciary for 
     the investment aspects of the Plan is the Vice 
     President, Pension Fund Investment; the Named 
     Fiduciary for all other aspects of the Plan is the 
     Director, H. R. Service Company. The Company, or 
     such person or persons as the Company may designate, 
     may employ one or more persons to render advice with 
     regard to any responsibility of the Company or any 
     such person under the Plan.
(b)  All authorizations, designations and requests 
     concerning the Plan shall be made by employees in 
     the manner prescribed by the Company.

(c)  The Company, or its designee by written instrument, 
     shall have the responsibility of appointing 
     Trustees, as provided in Paragraph 1 of Section IX, 
     Paragraph 1 (a) of Section X, Paragraph 1 of Section 
     XI and Paragraph 1 of Section XII, and the 
     Compensation and Benefits Committee, or its designee 
     by written instrument, shall have the responsibility 
     of making the designations called for pursuant 
     Paragraph l(b) of Section X.

(d)  The Company retains discretionary authority to 
     determine eligibility for benefits hereunder and to 
     construe the terms and conditions of the Plan. The 
     decision of the Company shall be final with respect 
     to any questions arising as to interpretation of 
     this Plan.

(e)  The Company is the Plan Administrator.

(f)  Subject to the requirements of the Code, the Company 
     may authorize the Trustees of the Plan to accept a 
     rollover of assets in cash and/or Company common 
     stock received in a qualified distribution from a 
     qualified employer plan as described in Code Sec. 
     402(a)(5), or received in a distribution from an 
     individual retirement account, as described in Code 
     Sec. 408(d)(3)(A)(ii). Any Company common stock 
     received will be allocated to Regular Account Fund 
     D. The Account Holder shall designate the manner in 
     which all other rollover contributions to the Plan 
     will be invested. All amounts so received will be 
     treated as Earnings in the Regular Account. Only 
     taxable amounts may be rolled over under this 
     Section.

(g)  A newly hired employee who has made a rollover 
     contribution to the Plan in accordance with 
     Subparagraph (f) who has not otherwise become a 
     Participant of the Plan may make, with respect to 
     his rollover contribution, fund transfers in 
     accordance with Section VIII and withdrawals in 
     accordance with Section XIV; provided, however, that 
     such employee shall not have a right to make 
     Before-Tax Contributions, After-Tax Contributions or 
     have Company Contributions made on his behalf or 
     institute loans until he has otherwise satisfied the 
     requirements imposed by Section II.

(h)  Subject to the requirements of the Code, the Company 
     may authorize the Trustees of the Plan to accept a 
     trust-to-trust transfer of assets requested by a 
     Participant, Retired Participant or Spouse 
     Beneficiary in cash and/or Company common stock 
     received from a qualified defined contribution plan 
     including the Du Pont Tax Reform Act Stock Ownership 
     Plan. The Company common stock shall be allocated to 
     Regular Account Fund D. The account holder shall 
     designate the manner in which all other transferred 
     contributions to the Plan will be invested. Taxable 
     amounts received pursuant to this Section will be 
     treated as Earnings in the Regular Account. 
     Nontaxable amounts will be treated as Unmatched 
     After-Tax Contributions.

(i)  Payments from the Plan may be "eligible rollover 
     distributions" if they are not payments for an 
     account holder's lifetime (or life expectancy), or 
     account holder's lifetime and his beneficiary's 
     lifetime (or life expectancy) or a period of ten 
     years or more. Only taxable amounts of the 
     distributions are "eligible for rollover 
     distribution".

     A Participant, Former Participant, Retired 
     Participant, Spouse Beneficiary or Alternate Payee 
     may instruct the Plan Administrator to make a direct 
     rollover of all or a portion of his distribution 
     that is an "eligible rollover distribution" to 
     another qualified plan or an Individual Retirement 
     Account.

     In the event a Participant, Former Participant, 
     Retired Participant, Spouse Beneficiary or Alternate 
     Payee elects not to make a direct rollover of all or 
     any portion of his "eligible rollover distribution", 
     the distribution shall be subject to the 20% 
     withholding specified in Code Section 3405.

(j)  Overpayments of a distribution under this Plan shall 
     be repaid within thirty (30) days after written 
     demand is made for repayment by the Plan 
     Administrator. In the event repayment is not made 
     either within thirty (30) days of such demand or in 
     accordance with such terms as may be agreed to by 
     the Plan Administrator, an amount, to the extent 
     available, equivalent to the overpaid amount shall 
     be deemed to have been withdrawn by the account 
     holder under Section XIV, XV or XVI, whichever is 
     applicable, and the limitation on the number of 
     Withdrawals contained in Section XIV.1. shall not 
     apply to such Withdrawal. Until any remaining 
     overpaid amount is repaid or restored, a Participant 
     shall neither deposit After-Tax Contributions nor 
     make Before-Tax Contributions, and Company 
     Contributions shall be suspended.

(k)  Notwithstanding any other provision of the Plan, 
     benefits under the Plan shall be limited as required 
     by the Internal Revenue Code.

2.   Administrative Expense

     Reasonable expenses of administering the Plan, including, 
     but not limited to, recordkeeping expenses, trustee fees, 
     and transactional costs shall, at the election of the 
     Plan Administrator, be paid by Participants. Brokerage 
     fees, transfer taxes, investment fees and other expenses 
     incident to the purchase and sale of securities and other 
     investments in Funds B, C, D, and E shall be included in 
     the cost of such securities or investments, or deducted 
     from the sales proceeds, as the case may be.

3.   Modification or Termination

     The Company reserves the right to change or discontinue 
     this Plan in its discretion by action of the Company or 
     by written instrument executed by such person or persons 
     as the Company may designate; provided, however, any 
     change which has the effect of reducing or terminating 
     benefits under this Plan will not be effective until one 
     year following announcement of such change by the 
     Company, unless earlier change is required to comply with 
     governmental regulations. In the event of the complete or 
     partial termination of the Plan, or complete 
     discontinuance of Company Contributions under the Plan, 
     distribution of full shares of Company common stock, and 
     all cash balances including those resulting from the 
     liquidation of Funds B, C and E will be made to the 
     affected Participants in accordance with Section 
     XVI.4(a).

4.   Transition to Amended Plan

     Where an individual is in a bargaining unit represented 
     by a union for collective bargaining, with which 
     discussions have been had concerning this Plan as last 
     amended, the provisions of the amended Plan shall not 
     become effective for such individual unless and until (i) 
     such discussions or (ii) existing collective bargaining 
     agreements result in favor of applicability of the 
     amended Plan. The terms of the Plan in effect immediately 
     prior to the last amendment shall continue to apply to an 
     individual so excluded unless and until discussions with 
     the union representing his unit have concluded in favor 
     of applicability to the unit of the amended Plan or of 
     other employee benefits in lieu thereof, or unless and 
     until the individual is made eligible under the amended 
     Plan by lawful unilateral action of the Company.

5.   Transfer of Assets

(a)  In the case of any merger or consolidation with, or 
     transfer of assets or liabilities to, any other 
     plan, each employee shall (if the Plan is then 
     terminated) receive a benefit immediately after the 
     merger, consolidation, or transfer which is no less 
     than the benefit to which he would have been 
     entitled immediately before the merger, 
     consolidation, or transfer (if the Plan had then 
     terminated).

(b)  (1)  In connection with an individual's 
     transfer of employment to an affiliated group 
     company or pursuant to such individual's 
     employment at Company request with a 
     partnership or joint venture in either of which 
     the Company has an ownership interest, he may 
     elect to have the value of the balances in his 
     accounts in Funds B, C, D, E and L in this Plan 
     transferred to the qualified profit-sharing 
     plan of the company to which he was last 
     transferred or of such partnership or joint 
     venture by which he was last employed. The 
     transfer of account balances may be made in 
     cash or in kind, whichever the Plan 
     Administrator determines most appropriate under 
     the circumstances. The balance in the 
     individual's Before-Tax Account will not be 
     transferred unless the plan to which it is to 
     be transferred satisfies the requirements of 
     Code Section 401 (k). The balance in his 
     account in Fund L will not be transferred if 
     the trustee under the receiving plan will not 
     accept the individual's promissory note(s). 
     Account balances to be transferred will be 
     valued and transferred as soon as practicable 
     following receipt by the Plan Administrator of 
     proof satisfactory to the Plan Administrator 
     that the Plan to which assets are being 
     transferred is a tax-qualified plan under the 
     Code. The individual may exercise this option 
     at any time prior to termination of employment 
     with the affiliated group or such partnership 
     or joint venture. At any time prior to making 
     such election the individual will be considered 
     a Participant, except that such Participant 
     shall not be permitted to make deposits to his 
     accounts; provided, however, that an individual 
     whose employment was transferred to an 
     affiliated group company may make Supplemental 
     Savings Deposits as provided under Section IV. 
     1 (b). The maximum allowable Supplemental 
     Savings Deposit for an individual whose 
     employment was transferred to an affiliated 
     group company shall be determined as if he had 
     terminated participation in the month of his 
     transfer of employment. If the individual 
     terminates employment with the affiliated group 
     or such partnership or joint venture prior to 
     exercising his option, distribution of the 
     balances in his accounts will be made as 
     provided in Paragraphs 4 and 5 of Section XVI.
(2)  In connection with an individual's transfer of 
     employment from an affiliated group company or 
     an individual's employment with the Company 
     immediately upon the termination of such 
     individual's employment, at Company request, 
     from a partnership or joint venture in either 
     of which the Company has an ownership interest, 
     the balances in his qualified profit-sharing 
     plan accounts which are transferred to this 
     Plan will be deposited in Regular and 
     Before-Tax Accounts, as appropriate, and 
     allocated in cash or in kind to Funds B, C, D, 
     or E, except that any cash transferred will be 
     deposited in Fund B and any promissory note(s) 
     will be converted to a promissory note under 
     this Plan and transferred to Fund L. The 
     determination of whether the account balances 
     are to be transferred in cash or in kind shall 
     be made by the Plan Administrator.

     Except for purposes of Section IV. 1 (b), an 
     individual's period of participation under this 
     Plan will include his period of continuous 
     participation in the qualified profit-sharing 
     plan of the affiliated group company 
     immediately preceding the transfer of 
     employment. With respect to an individual who 
     was employed by the Company immediately upon 
     the termination of such individual's 
     employment, at Company request, from a 
     partnership or joint venture in which the 
     Company has an ownership interest, years of 
     participation by the individual in such 
     entity's qualified profit-sharing plan shall be 
     recognized as years of participation in this 
     Plan provided such individual transfers his 
     entire account balance from the qualified 
     profit-sharing plan of such entity to this 
     Plan. An individual with respect to whom 
     company contributions to the plan of an 
     affiliated group company or such partnership or 
     joint venture were suspended at the time of his 
     transfer or of his employment by the Company 
     from such partnership or joint venture will not 
     be entitled to Company Contributions under this 
     Plan until the suspension period lapses. A 
     withdrawal by a participant of any part of a 
     qualified profit-sharing plan account remaining 
     to his credit in the plan of an affiliated 
     group company or such partnership or joint 
     venture, where such account remains after his 
     transfer from such affiliate, partnership or 
     joint venture to any other affiliate, 
     partnership or joint venture will have the same 
     effect on his participation in this Plan as if 
     he made such withdrawal from this Plan.

(c)  In connection with the acquisition of a business or 
     facility, the Company, in its discretion, may direct 
     the Trustee of Fund B of the Plan to accept a 
     transfer of assets, in cash, or the Trustees of 
     Funds B and L to accept a transfer of assets in a 
     combination of cash and promissory note(s) which 
     note(s) must be converted to note(s) under this Plan 
     and transferred to Fund L from the trustee(s) of a 
     qualified defined contribution plan maintained by 
     the seller of the business or facility. The cash 
     received will be allocated to the employees' 
     accounts in Fund B based on the value on the date in 
     which the transfer takes place. Amounts received 
     which were employee contributions will be treated as 
     Unmatched After-Tax amounts; amounts which were 
     Before-Tax Contributions will be treated as 
     Unmatched Before-Tax amounts; amounts which were 
     Earnings on Before-Tax amounts will be treated as 
     Earnings on Before-Tax amounts; and all other 
     amounts received will be treated as Earnings in the 
     Regular Account. The Board of Benefits and Pensions 
     may recognize service with the seller by an employee 
     for purposes of eligibility in this Plan and may 
     also recognize participation in the seller's plan by 
     an employee who enrolls in the Plan and whose entire 
     account assets are transferred to this Plan for 
     purposes of participation in this Plan, and the 
     assets transferred for his account will be valued in 
     accordance with Section X.3.

(d)  In connection with the previous acquisition of a 
     business or facility in which the seller agreed to 
     later reemploy individuals who had become employees 
     of the Company, the Company may, in its discretion, 
     direct the Trustees of the Plan to transfer account 
     balances of Former Participants who are so 
     reemployed to the trustee of the seller's qualified 
     defined contribution plan, provided the requirements 
     of Section 414(1) of the Code will be satisfied in 
     the transfer of assets.

6.   No Guarantee of Security Values

     The Company does not guarantee or represent in any way 
     that the value of stocks and other assets in which the 
     account holder has an interest will increase or will not 
     decrease. Each Participant assumes all risks in 
     connection with any changes in the value of securities 
     and other assets in the various Funds in which he may 
     have an interest.

7.   Limitations on Annual Additions

     This Plan provision supersedes any other Plan provision 
     which would conflict with this one.

(a)  In no case may annual additions to a Participant's 
     account, determined on a calendar year basis, either 
     solely under the Plan or under an aggregation of the 
     Plan with all other Defined Contribution Plans 
     maintained by the Corporate Employer, exceed the 
     lesser of 25% of his Compensation or $30,000 (or, if 
     greater, one-fourth of the dollar limitation in 
     effect under Code sec. 415(b)(1)(A) for the year). 
     For this purpose, "annual additions" are, for any 
     year, the sum of (1) contributions to a Defined 
     Contribution Plan on behalf of a Participant by the 
     Corporate Employer, including deferrals under Code 
     sec. 401(k), and (2) employee contributions; 
     provided, however, that Annual Additions for any 
     Plan Year beginning before January 1, 1987, shall 
     not be recomputed to treat all the employee's 
     contributions as Annual Additions. If the limitation 
     in this paragraph would otherwise be exceeded, 
     After-Tax and Before-Tax Contributions will be 
     returned or paid, and Company Contributions will be 
     removed from the employee's account and applied to 
     reduce the subsequent contributions of the Company 
     under the Plan, to the extent necessary, as 
     determined by the Plan Administrator.

(b)  When annual additions are viewed in conjunction with 
     an employee's interest in all other Defined Benefit 
     and Defined Contribution Plans of the Corporate 
     Employer, the sum of the Defined Benefit Plan 
     Fraction and the Defined Contribution Plan Fraction 
     for any year shall not exceed 1.0. If the limitation 
     in this paragraph would otherwise be exceeded, the 
     Plan Administrator shall determine the extent to 
     which the Participant's benefit under any one or 
     more of such plans shall be reduced in order to 
     comply with that limitation in such a manner as to 
     maximize the aggregate benefits payable to the 
     Participant.
(c)  From time to time, and at least annually, the level 
     of participation in the Plan will be reviewed and, 
     if necessary, the amount of After Tax and Before Tax 
     Contributions which may be elected in accordance 
     with Paragraph 1 of Section IV will be adjusted to 
     assure that the Plan continues to satisfy Internal 
     Revenue Service guidelines.

8.   Qualified Domestic Relations Orders

     The Plan will make payment from an account holder's 
     Regular and/or Before-Tax Account as required by a 
     qualified domestic relations order, as defined under Sec. 
     414(p) of the Code. Any amounts awarded to an alternate 
     payee, prior to the death of the Participant, Former 
     Participant or Retired Participant pursuant to a domestic 
     relations order determined by the Plan Administrator to 
     be qualified shall be distributed within 90 days of such 
     determination, unless the qualified domestic relations 
     order specifies that the Alternate Payee shall have an 
     account in the Plan. No Loan, Withdrawal, or other action 
     otherwise permissible pursuant to any provision of the 
     Plan shall be taken which, in the opinion of the Plan 
     Administrator, may be inconsistent with the provisions of 
     a qualified domestic relations order.

9.   Subsidiaries with No Defined Benefit Pension Plan

     For purposes of Sections XVI.2(b)(1), XVI.4(e)(1)(i), 
     XVI.5(a)(i) and X~/'I.5(e) only, a Participant with at 
     least 50 years of age and 15 years of service who 
     voluntarily terminates from a subsidiary that has no 
     defined benefit pension plan shall be treated the same as 
     a Participant who retired under Section IV of the 
     Company's Pension and Retirement Plan.

10.  Normal Retirement Age and Years of Participation

     Normal retirement age under the Plan is age 65. A 
     Participant's years of participation will include (1 ) 
     his period of continuous participation in the Plan 
     immediately prior to January 1, 1976, and (2) any 
     computation period during which an employee participates 
     in the Plan and at the same time is compensated with 
     respect to 1,000 or more hours or, if greater, the period 
     of his continuous participation after January 1, 1976. 
     For determining years of participation, an employee will 
     be treated as being compensated with respect to 190 hours 
     for each month in which he is compensated with respect to 
     at least one hour. In the case of a reenrolled 
     Participant, periods of participation prior to 
     reenrollment will be recognized only as provided in 
     Paragraph 6 of Section XVI.

11.  Compensation Taken into Account

     The maximum amount of annual compensation of a 
     Participant that shall be taken into account under this 
     Plan for any year shall not exceed the amount prescribed 
     in Code Section 401 (a)(17).

12.  No Decrease of Accrued Benefit

     No amendment to the Plan shall be effective to the extent 
     it has the effect of decreasing a Participant's accrued 
     benefit. For purposes of this paragraph, a Plan amendment 
     which has the effect of decreasing the Participant's 
     account balance or eliminating an optional form of 
     benefit, with respect to the benefits attributable to 
     service before the amendment shall be treated as reducing 
     an accrued benefit.

13.  Definitions

(a)  The term "Affiliated Group" means the Controlled 
     Group, but does not include any foreign subsidiary 
     or any domestic subsidiary which derives in excess 
     of 50% of its gross income for a taxable year from 
     sources without the United States (as defined in 
     Section 7701(a.)(9) of the Code).

(b)  The term "Code" means the Internal Revenue Code of 
     1986, as amended.

(c)  The term "Company" means E. I. du Pont de Nemours 
     and Company, any wholly owned subsidiary or part 
     thereof and any joint venture or partnership in 
     which E. I. du Pont de Nemours and Company has an 
     ownership interest, provided that such entity ( 1 ) 
     adopts this Plan with the approval of the E. I. du 
     Pont de Nemours and Company, or such person or 
     persons as the E. I. du Pont de Nemours and Company 
     may designate and (2) agrees to make contributions 
     in respect of any of its employees who become 
     Participants of the Plan.

(d)  The term "Controlled Group" means E. I. du Pont 
     de Nemours and Company and its controlled group of 
     corporations within the meaning of Section 1 563(a) 
     of the Code.

(e)  The term "Before-Tax Account" means the account in 
     which a Participant's Before-Tax Contributions and 
     earnings thereon are maintained.

(f)  The term "employee"

(1)  includes all employees of the Company;

(2)  includes U.S. citizens on leaves of absence 
     granted under Section IV. 1 .(g) of the Service 
     Rules, hired by the Company and subsequently 
     employed by a foreign or domestic subsidiary of 
     the Company, who may be treated as employees of 
     the Company under Section 406 or 407 of the 
     Code;

(3)  includes a non-U.S. citizen on leave of absence 
     granted under Section IV. l(g) of the Service 
     Rules, hired by the Company and subsequently 
     employed by a member of the controlled group;

(4)  excludes an individual who is on temporary 
     assignment with the Company from a foreign 
     affiliate of the Company with the expectation 
     that he will return to duties with the foreign 
     affiliate at the end of a period not exceeding 
     three years; and

(5)  includes an individual who must be treated as 
     an employee under Section 414(n) of the Cod (a 
     "Leased Employee"), but only to the extent 
     required by that Code section and final 
     regulations thereunder. A Leased Employee shall 
     be treated as an employee for purposes of 
     determining Hours of Service for participation 
     and nonforfeitability of benefits (in the event 
     the individual becomes an employee without 
     regard to this paragraph). A Leased Employee 
     shall be treated as an employee for purposes of 
     the other requirements set out in Section 
     414(n)(3) of the Code.

(g)  The term "Hour" means each hour for which an 
     employee is compensated or entitled to compensation 
     for the performance of duties and includes each such 
     hour for which back pay, irrespective of mitigation 
     of damages, has been awarded or agreed to by the 
     Company. An hour also includes each hour for which 
     an employee is compensated or entitled to 
     compensation due to vacation, holiday, illness, 
     incapacity (including disability), jury duty, 
     military duty or leave of absence. No more than 501 
     hours shall be credited hereunder to any employee on 
     account of any single continuous period during which 
     no duties are performed unless such period of 
     compensation is taken into account in determining an 
     employee's length of continuous service under the 
     Service Rules. Hours shall be credited to the period 
     during which the duties are performed or to which 
     the payment relates and, in the case of a period 
     where no duties are performed, shall be credited on 
     the basis of the number of regularly scheduled 
     working hours during the period. All hours shall be 
     credited in conformance with Section 2530.200b-2(b) 
     and (c) of Department of Labor regulations, which is 
     incorporated herein by reference.

(h)  The term "Matched Before-Tax" means Before-Tax 
     Contributions on which related Company Contributions 
     are based.

(i)  The term "Matched Regular" means After-Tax 
     Contributions on which related Company Contributions 
     are based and all After-Tax Contributions deposited 
     in the Participant's accounts prior to January 1, 
     1980.

(j)  The term "Normal Annual Earnings" means the 
     employee's regular rate of pay as computed by the 
     Company on an annual basis without consideration of 
     occasional or temporary variations from normal 
     working hours. For purposes of this Plan, "pay" 
     shall not include (1) allowances in connection with 
     transfer of employment or termination of employment 
     and other special payments, or (2) awards, Variable 
     Pay or payments under a gain sharing program, the 
     Special Compensation Plan, the Incentive 
     Compensation Plan, the Stock Option Plan, the former 
     Dividend Unit Plan, or similar plans of the Company 
     or any of its affiliated companies.

(k)  The term "Plan Year" means October 1 through 
     September 30.

(l)  The term "Regular Account" means the account in 
     which a Participant's After-Tax Contributions, 
     Company Contributions, and earnings thereon are 
     maintained.
(m)  The term "Service Rules" means the Company's 
     Continuity of Service Rules.

(n)  The term "Settlement" means final valuation of an 
     account holder's accounts in preparation for 
     distribution of the balance of his accounts.

(o)  The term "Unmatched Regular-Tax" means Before-Tax 
     Contributions on which no related Company 
     Contributions are based.

(p)  The term "Unmatched After-Tax" means After-Tax 
     Contributions deposited in the Participant's 
     accounts after December 31, 1979, on which no 
     related Company Contributions are based.

(q)  The term "Corporate Employer" shall mean the 
     Controlled Group, as modified by Code Section 
     415(h).

(r)  The term "Defined Benefit Plan" shall mean a defined 
     benefit plan as defined in Code Section 414(j) that 
     is qualified under the Code.

(s)  The term "Defined Benefit Plan Fraction" for any 
     year shall be a fraction, the numerator of which is 
     an amount representing the total Projected Annual 
     Benefit of the employee under all Defined Benefit 
     Plans of the Corporate Employer, determined as of 
     the close of the year, and the denominator of which 
     is the lesser of (i) the product of 1.25 multiplied 
     by the dollar limitation set forth in Code sec. 
     415(b)(1)(A) (as adjusted under Code sec. 415(b)(2) 
     or in accordance with regulations or other official 
     announcements issued by the Secretary of Treasury), 
     or (ii) the product of 1.4 multiplied by 100% of the 
     employee's average Compensation for his high 3 
     years.

(t)  The term "Compensation" shall mean the compensation 
     of the Participant, as defined in Treasury Reg. 
     1.415-2(d), from the Corporate Employer for the 
     year. The annual compensation of each Participant 
     taken into account for determining all benefits 
     provided under the Plan for any determination period 
     shall not exceed $200,000, for Plan Years after 
     December 31, 1988, and shall not exceed $150,000 for 
     Plan Years after December 31, 1993, as such limit is 
     adjusted by the Secretary as provided under Section 
     415(d) of the Code. If the period for determining 
     compensation used in calculating an allocation for a 
     determination period is a short Plan Year (i.e., 
     shorter than 12 months), the annual compensation 
     limit is an amount equal to the otherwise applicable 
     annual compensation limit multiplied by a fraction, 
     the numerator of which is the number of months in 
     the short Plan Year, and the denominator of which is 
     12.

     In determining the compensation of a Participant for 
     purposes of this limitation, the family aggregation 
     rules of Section 414 (q)(6) of the Code shall apply, 
     except that in applying such rules, the term 
     "family" shall include only the spouse of the 
     Participant and any lineal descendants of the 
     Participant who have not attained age 19 before the 
     close of the year. If, as a result of the 
     application of such rules, the adjusted limitation 
     is exceeded, then the limitation shall be prorated 
     among the affected individuals in proportion to each 
     such individual's compensation as determined under 
     this section prior to the application of this 
     limitation.

(u)  The term "Defined Contribution Plan" shall mean a 
     defined contribution plan as defined in Code Section 
     414(i) that is qualified under the Code.

(v)  The term "Defined Contribution Plan Fraction" for 
     any year shall mean a fraction, the numerator of 
     which is the sum of the annual additions to the 
     employee's account under all Defined Contribution 
     Plans of the Corporate Employer as of the close of 
     the year, and the denominator of which is the sum of 
     the lesser of the following amounts determined for 
     such year and for each prior year of service with 
     the Corporate Employer: (i) the product of 1.25 
     multiplied by the dollar limitation under Code 
     Section 415(c)(1)(A) for such year (determined 
     without regard to Code Section 415(c)(6)), or (ii) 
     the product of 1.4 multiplied by 25% of the 
     employee's Compensation for such year. In applying 
     this definition with respect to years beginning 
     before January I, 1976:

(1)  The aggregate amount taken into account in 
     determining the numerator of the Defined 
     Contribution Plan Fraction may not exceed the 
     aggregate amount taken into account in 
     determining the denominator of the Defined 
     Contribution Plan Fraction, and

(2)  The amount taken into account in determining 
     the amount of an employee's contributions in 
     excess of 6 percent of his Compensation for any 
     year concerned shall be an amount equal to the 
     excess of the aggregate amount of employee 
     contributions for all years beginning before 
     January 1, 1976, during which the employee was 
     an active Participant in the Defined 
     Contribution Plans of the Corporate Employer, 
     over 10 percent of the employee's aggregate 
     Compensation for all such years, multiplied by 
     a fraction, the numerator of which is 1 and the 
     denominator of which is the number of years 
     beginning before January 1, 1976, during which 
     the employee was an active Participant in the 
     Defined Contribution Plan. For such purpose, 
     employee contributions made on or after October 
     2, 1973 shall be taken into account only to the 
     extent that the amount of such contributions 
     does not exceed the maximum amount of employee 
     contributions permissible under the Defined 
     Contribution Plans as in effect on October 2, 
     1973.

     An amount shall be subtracted from the 
     numerator of the Defined Contribution Plan 
     Fraction (not exceeding such numerator) as 
     prescribed by the Secretary of the Treasury so 
     that the sum of the Defined Benefit Plan 
     Fraction and Defined Contribution Plan Fraction 
     computed under Code section 415(e)(1) does not 
     exceed 1.0 for the Plan year beginning October 
     1, 1986.

(w)  The term "Projected Annual Benefit" shall mean the 
     benefits which are projected to be paid annually 
     under all Defined Benefit Plans of the Corporate 
     Employer to an employee payable as a straight life 
     annuity commencing at normal retirement age. Such 
     projection shall be based on the assumptions that:

(1)  The employee's compensation for all future 
     years will equal his Compensation for the year 
     of computation,

(2)  The employee's future participation in the 
     Defined Benefit Plans of the Corporate Employer 
     will continue uninterrupted until he has 
     reached normal retirement age and that he will 
     earn a full year of service for each full year 
     he participates in the Defined Benefit Plans of 
     the Corporate Employer during that period, and

(3)  All other relevant factors considered in 
     computing the benefits will remain constant 
     with the year of computation.

(x)  The term "Transfer" means transfer of Plan assets 
     between or among the various Plan Funds in 
     accordance with Section VIII. of the Plan.

(y)  The term "Highly Compensated" shall mean those 
     Participants or employees who are highly compensated 
     within the meaning of Code section 414(q).

(z)  The term "Variable Pay" shall mean the variable 
     payment under a pay program that relates a portion 
     of total pay to business objectives such that if 
     objectives are met, targeted pay levels are reached; 
     but if objectives are exceeded or are not met, pay 
     is above or below targeted levels.

(aa) The term "Spouse Beneficiary" shall mean a spouse 
     who is designated a primary beneficiary of a 
     Participant or Retired Participant in accordance 
     with Section XVI.4(d).

(bb) The term "Participant" shall mean an employee of the 
     Company who is participating in this Plan in 
     accordance with the terms of the Plan.

(cc) The term "Retired Participant" shall mean such 
     person who had been a Participant but who retired 
     under Section IV, XI.A.(I ) or XI.A.(2) of the 
     Company's Pension and Retirement Plan.

(dd) The term "Former Participant" shall mean an 
     individual who had been a Participant but who 
     terminated his service with the Company under 
     circumstances described in Section XVI.4((h) (i) or 
     (ii).

(ee) The term "Gain-Sharing Program" shall mean a pay 
     program that provides additional pay only if 
     business objectives are exceeded.

(ff) The term "Required Beginning Date" for an individual 
     born after June30, 1917 shall mean April 1 of the 
     calendar year following the calendar year in which 
     he attains age 70 1/2 and for an individual born 
     before July I, 1917 shall mean April I of the 
     calendar year following the later of the calendar 
     year in which he attains age 70 1/2 or the calendar 
     year in which he retires.
EXHIBIT 4(b)

                   SALARY DEFERRAL & SAVINGS RESTORATION
                              PLAN

               Originally Adopted - April 26, 1994

                   Effective - April 26, 1994

                  E. I. du Pont de Nemours and Company
SALARY DEFERRAL & SAVINGS RESTORATION PLAN
 

I.   PURPOSE
          The purpose of this Plan is to provide an eligible 
     employee 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 plan(s) and thereby recover benefits lost 
     because of that restriction.

II.  ADMINISTRATION

          The administration of this Plan is vested in the Board of 
     Benefits and Pensions appointed by Company.  The Board may 
     adopt such rules as it may deem necessary for the proper 
     administration of the Plan, and may appoint such person(s) or 
     group(s) as may be judged necessary to assist in the 
     administration of the Plan.  The Board's decision in all 
     matters involving the interpretation and application of this 
     Plan shall be final.  The Board 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 participating in the 
     Company's tax-qualified defined contribution plan(s) 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').

          For purposes of this Plan, the term "Company" means E.I. 
     du Pont de Nemours and Company, any wholly-owned subsidiary or 
     part thereof and any joint venture or partnership in which 
     E.I. du Pont de Nemours and Company has an ownership interest, 
     provided that such entity (1) adopts this Plan with the 
     approval of the E.I. du Pont de Nemours and Company and (2) 
     agrees to make the necessary financial commitment in respect 
     of any of its employees who become Participants in this Plan.

          Participation in this Plan is entirely voluntary.

IV.  PARTICIPANTS'  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 de-ferral percentage credited to 
          a Participant Account under this Plan.  The deferral 
          percentage elected under this Plan shall not exceed that 
          allowed in the tax-qualified defined contribution plan(s) 
          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 ir-
          revocable for that calendar year.

               For purposes of a Participant's first year of 
          participation in this Plan, the compensation 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.  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 contribution that would be 
          provided to that Participant under the terms of the 
          Company's tax-qualified defined contribution plan(s) in 
          which (s)he is participating.

     (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(s) in which (s)he is participat-ing.  
          Additional credit (or debit) amounts will be posted to 
          the Participant's Account in this Plan based on the 
          performance of those invest-ment options.

               The Participant shall have the right to:  

          (1)  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 
               Company's tax-qualified defined contribution plan in 
               which (s)he is participating; 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 Company's tax-qualified 
               defined contribution plan(s) in which (s)he is par-
               ticipating.

     (D)      Credits to Accounts.  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 Participants 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 practical after termination of 
     employment unless the Participant irrevocably elects under 
     rules prescribed by the Board of Benefits and Pensions 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 to change or discontinue 
     this Plan in its discretion by action of the Compensation & 
     Benefits Committee.
EXHIBIT 5

DU PONT

                              August 7, 1995

E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware  19898

Gentlemen/Ladies:

     Reference is made to the Registration Statement being
filed by you with the Securities and Exchange Commission, 
relating to 11,000,000 shares of E. I. du Pont de Nemours and 
Company (hereinafter called "the Company") $0.60 par value 
Common Stock ("Common Stock").

     It is my opinion that:

     (a)  the Company is duly organized and existing under
     the laws of the State of Delaware; and

     (b)  all shares of Common Stock so registered are or 
     will when sold, be legally issued, fully paid and 
     nonassessable.

     I hereby consent to the use of this opinion in 
connection with the above-mentioned Registration Statement.

                              Very truly yours,

                              
                              /s/ Howard J. Rudge

                              Howard J. Rudge
                              Senior Vice President and 
General Counsel

HJR/pat
EXHIBIT 23(a)

                 CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this 
Registration Statement on Form S-8 of our report dated 
February 16, 1995, which appears on page 38 of the 1994 Annual 
Report to Stockholders of E. I. du Pont de Nemours and Company, 
which is incorporated by reference in E. I. du Pont de Nemours 
and Company's Annual Report on Form 10-K for the year ended 
December 31, 1994.

/s/ Price Waterhouse LLP
 
Price Waterhouse LLP
30 South Seventeenth Street
Philadelphia, Pennsylvania  19103

August 8, 1995
EXHIBIT 24

                          POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature 
appears below constitutes and appoints (1) the Senior Vice 
President and General Counsel or any Vice President and Assistant 
General Counsel of E. I. du Pont de Nemours and Company 
(hereinafter referred to as the "Company"), and (2) the Senior Vice 
President - DuPont Finance, or any Vice President, DuPont Finance, 
jointly, in his or her name, place and stead, in any and all 
capacities, to execute and file, or cause to be filed, with the 
Securities and Exchange Commission, a Registration Statement on 
Form S-8 relating to DuPont common stock, $0.60 par value, offered 
under the Company's Savings and Investment Plan, any and all 
amendments thereto (including post-effective amendments), and all 
matters required by the Commission in connection with such 
registration under the Securities Act of 1933, as amended, granting 
unto said attorneys-in-fact and agents full power and authority to 
do and perform each and every act and thing requisite and necessary 
to be done as fully to all intents and purposes as he or she might 
or could do in person, hereby ratifying and confirming all that 
said attorneys-in-fact and agents may lawfully do or cause to be 
done by virtue hereof.
/s/  E. S. WOOLARD, JR.                 May 19, 1995        
          Director                           Date

/s/      J. A. KROL                     May 24, 1995        
          Director                           Date

/s/  C. S. NICANDROS                    May 21, 1995        
          Director                           Date

/s/    A. F. BRIMMER                    May 24, 1995        
          Director                           Date

/s/    E. B. DU PONT                    May 24, 1995        
          Director                           Date

/s/    C. M. HARPER                     May 24, 1995        
          Director                           Date

/s/    W. K. REILLY                     May 24, 1995        
          Director                           Date

/s/    H. R. SHARP, III                 May 24, 1995        
          Director                           Date

/s/      C. M. VEST                     May 24, 1995        
          Director                           Date
DuPont Legal
Wilmington, DE  19898

                                   August 9, 1995

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Sir/Madam:

          On behalf of E. I. du Pont de Nemours and Company 
("DuPont"), I am transmitting a Registration Statement on Form 
S-8 for the Savings and Investment Plan and the Salary 
Deferral and Savings Restoration Plan of DuPont, covering 
11,000,000 shares of common stock and an indeterminate amount 
of participation interests, for filing in accordance with the 
requirements of the Securities Act of 1933. 

          DuPont's wire transfer in the amount of $250,581.90 
in payment of the filing fee has been transmitted to the SEC's 
lockbox.

          If you have any questions concerning the 
Registration Statement, please call me at (302) 774-5303.

                                   Very truly yours,

                                   /s/ Mary E. Bowler

                                   Mary E. Bowler
                                   Senior Counsel and 
                                   Assistant Secretary