10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-815

E. I. du Pont de Nemours and Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other Jurisdiction of
Incorporation or Organization) 51-0014090
(I.R.S. Employer
Identification No.)

1007 Market Street, Wilmington, Delaware 19898
(Address of Principal Executive Offices)

(302) 774-1000
(Registrant’s Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes      x           No     o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer x Accelerated Filer o Non-Accelerated Filer o

Indicate by check mark whether the Registrant is a shell company (as defined by Rule12b-2 of the Exchange Act).

Yes      o           No     x

923,674,478 shares (excludes 87,041,427 shares of treasury stock) of common stock, $0.30 par value, were outstanding at April 16, 2007.

E. I. DU PONT DE NEMOURS AND COMPANY

Table of Contents

The terms “DuPont” or the “company” as used herein refer to E. I. du Pont de Nemours and Company and its consolidated subsidiaries, or to E. I. du Pont de Nemours and Company, as the context may indicate.

				Page
Part I	Financial Information
Item 1.	Consolidated Financial Statements (Unaudited)
		Consolidated Income Statements			3
		Consolidated Balance Sheets			4
		Consolidated Statements of Cash Flows			5
		Notes to Consolidated Financial Statements
		Note 1.	Summary of Significant Accounting Policies		6
		Note 2.	Effect of Adoption of FASB Interpretation No. 48		6
		Note 3.	Other Income, Net		7
		Note 4.	Restructuring Activities		8
		Note 5.	Provision for Income Taxes		8
		Note 6.	Earnings Per Share of Common Stock		9
		Note 7.	Inventories		9
		Note 8.	Goodwill and Other Intangible Assets		10
		Note 9.	Commitments and Contingent Liabilities		10
		Note 10.	Comprehensive Income		18
		Note 11.	Derivatives and Other Hedging Instruments		18
		Note 12.	Employee Benefits		19
		Note 13.	Segment Information		20
		Note 14.	Subsequent Event – Stock Repurchase		20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
		Cautionary Statements About Forward-Looking Statements			21
		Results of Operations			21
		Accounting Standards Issued Not Yet Adopted			23
		Segment Reviews			23
		Liquidity & Capital Resources			24
		Contractual Obligations			26
		PFOA			27
Item 4.	Controls and Procedures				29
Part II	Other Information
Item 1.	Legal Proceedings				30
Item 1A.	Risk Factors				30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds				33
Item 4.	Submission of Matters to a Vote of Security Holders				34
Item 6.	Exhibits				35
Signature					36
Exhibit Index					37
The DuPont Stock Accumulation and Deferred Compensation Plan for Directors
Terms and conditions
Company's Stock Performance Plan
Terms and conditions
Terms and conditions
Terms and conditions
Terms and conditions
Terms and conditions
Terms and conditions
Computation of Ratio of Earnings to Fixed Charges
Certification of the company's Principal Executive Officer
Certification of the company's Principal Financial Officer
Certification of the company's Principal Executive Officer
Certification of the company's Principal Financial Officer

2

Part I. Financial Information

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

E. I. du Pont de Nemours and Company

Consolidated Income Statements (Unaudited)
(Dollars in millions, except per share)

	Three Months Ended
	March 31,
	2007		2006
Net sales	$	7,845	$	7,394
Other income, net		316		270
Total		8,161		7,664
Cost of goods sold and other operating charges		5,546		5,337
Selling, general and administrative expenses		838		791
Amortization of intangible assets		56		59
Research and development expense		310		313
Interest expense		99		114
Total		6,849		6,614
Income before income taxes and minority interests		1,312		1,050
Provision for income taxes		365		231
Minority interests in earnings of consolidated subsidiaries		2		2
Net income	$	945	$	817
Basic earnings per share of common stock	$	1.02	$	0.88
Diluted earnings per share of common stock	$	1.01	$	0.88
Dividends per share of common stock	$	0.37	$	0.37

See Notes to Consolidated Financial Statements.

3

E. I. du Pont de Nemours and Company

Consolidated Balance Sheets (Unaudited)
(Dollars in millions, except per share)

				December 31,
	March 31, 2007			2006
Assets
Current assets
Cash and cash equivalents	$	883		$	1,814
Marketable debt securities		71			79
Accounts and notes receivable, net		6,813			5,198
Inventories		4,855			4,941
Prepaid expenses		213			182
Income taxes		697			656
Total current assets		13,532			12,870
Property, plant and equipment, net of accumulated depreciation (March 31, 2007 - $15,451; December 31, 2006 - $15,221)		10,425			10,498
Goodwill		2,108			2,108
Other intangible assets		2,436			2,479
Investment in affiliates		790			803
Other assets		3,182			3,019
Total	$	32,473		$	31,777
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	2,782		$	2,711
Short-term borrowings and capital lease obligations		1,590			1,517
Income taxes		422			178
Other accrued liabilities		3,020			3,534
Total current liabilities		7,814			7,940
Long-term borrowings and capital lease obligations		6,010			6,013
Other liabilities		7,629			7,692
Deferred income taxes		402			269
Total liabilities		21,855			21,914
Minority interests		442			441
Commitments and contingent liabilities		—			—
Stockholders’ equity
Preferred stock		237			237
Common stock, $0.30 par value; 1,800,000,000 shares authorized; Issued at March 31, 2007 - 1,010,645,282; December 31, 2006 - 1,009,109,136		303			303
Additional paid-in capital		8,072			7,797
Reinvested earnings		10,142			9,679
Accumulated other comprehensive loss		(1,851	)		(1,867	)
Common stock held in treasury, at cost (87,041,427 shares at March 31, 2007 and December 31, 2006)		(6,727	)		(6,727	)
Total stockholders’ equity		10,176			9,422
Total	$	32,473		$	31,777

See Notes to Consolidated Financial Statements.

4

E. I. du Pont de Nemours and Company

Consolidated Statements of Cash Flows (Unaudited)
(Dollars in millions)

	Three Months Ended
	March 31,
	2007			2006
Operating activities
Net income	$	945		$	817
Adjustments to reconcile net income to cash used for operating activities:
Depreciation		290			286
Amortization of intangible assets		56			59
Contributions to pension plans		(84	)		(77	)
Other noncash charges and credits, net		73			183
Change in operating assets and liabilities, net		(1,520	)		(1,649	)
Cash used for operating activities		(240	)		(381	)
Investing activities
Purchases of property, plant and equipment		(273	)		(341	)
Investments in affiliates		(11	)		(7	)
Payments for businesses, net of cash acquired		—			(51	)
Proceeds from sales of assets, net of cash sold		27			19
Net decrease in short-term financial instruments		10			40
Forward exchange contract settlements		(41	)		8
Other investing activities, net		19			7
Cash used for investing activities		(269	)		(325	)
Financing activities
Dividends paid to stockholders		(347	)		(345	)
Net increase in borrowings		41			813
Acquisition of treasury stock		(300	)		—
Proceeds from exercise of stock options		250			18
Other financing activities, net		(69	)		(54	)
Cash (used for) provided by financing activities		(425	)		432
Effect of exchange rate changes on cash		3			(6	)
Decrease in cash and cash equivalents	$	(931	)	$	(280	)
Cash and cash equivalents at beginning of period		1,814			1,736
Cash and cash equivalents at end of period	$	883		$	1,456

See Notes to Consolidated Financial Statements.

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share)

Note 1. Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. Results for interim periods should not be considered indicative of results for a full year. These interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2006. The Consolidated Financial Statements include the accounts of the company and all of its subsidiaries in which a controlling interest is maintained, as well as variable interest entities in which DuPont is considered the primary beneficiary. Certain reclassifications of prior year’s data have been made to conform to current year classifications.

Accounting Standards Issued Not Yet Adopted

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements,” (SFAS 157) which addresses how companies should measure fair value when required for recognition or disclosure purposes under generally accepted accounting principles in the U.S. (GAAP). The standard’s provisions will be applied to existing accounting measurements and related disclosures that are based on fair value. SFAS 157 does not require any new fair value measurements. The standard applies a common definition of fair value to be used throughout GAAP, with emphasis on fair value as a “market based” measurement versus an entity-specific measurement, and establishes a hierarchy of fair value measurement methods. The disclosure requirements are expanded to include the extent to which companies use fair value measurements, the methods and assumptions used to measure fair value and the effect of fair value measurements on earnings. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The new standard’s provisions applicable to the company will be applied prospectively beginning January 1, 2008 and the company is currently evaluating the impact of adoption on its consolidated financial statements.

Note 2. Effect of Adoption of FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes”

Each year the company files hundreds of income tax returns in the various national, state, and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the taxing authorities. Positions challenged by the taxing authorities may be settled or appealed by the company. As a result, there is an uncertainty in income taxes recognized in the company’s financial statements in accordance with SFAS 109, “Accounting for Income Taxes”.

In 2006, the FASB issued FIN 48, which clarifies the application of SFAS 109 by defining a criterion that an individual income tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements and provides guidance on measurement, derecognition, classification, accounting for interest and penalties, accounting in interim periods, disclosure, and transition.

In accordance with the transition provisions, the company adopted FIN 48 effective January 1, 2007. This resulted in a $116 reduction in the previously accrued liabilities and a corresponding $116 increase in Reinvested earnings at January 1, 2007. In accordance with FIN 48, the total amount of global

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

unrecognized tax benefits at January 1, 2007 was $1,070. Of the $1,070 of unrecognized tax benefits, $714 relates to tax positions, which if recognized would reduce tax expense. The total gross accrued interest and penalties at January 1, 2007 was $134. Interest accrued related to unrecognized tax benefits is included in interest income, net of miscellaneous interest expense, under Other income, net. Income tax related penalties are included in the provision for income taxes.

The company and/or its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and non-U.S. jurisdictions. With few exceptions, the company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 1999. Given the uncertainty regarding when tax authorities will complete their examinations and the possible outcomes of their examinations, a current estimate of the range of reasonably possible significant increases or decreases that may occur within the next twelve months cannot be made.

Note 3. Other Income, Net

	Three Months Ended
	March 31,
	2007			2006
Cozaar®/Hyzaar® income	$	224		$	168
Royalty income		25			26
Interest income, net of miscellaneous interest expense		22			30
Equity in earnings of affiliates		6			10
Net gains on sales of assets		10			—
Net exchange losses		(21	)		(13	)
Miscellaneous income and expenses, net		50			49
Total	$	316		$	270

The company routinely uses forward exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities of its operations. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes. The net pre-tax exchange gains and losses are largely offset by the associated tax impact.

Miscellaneous income and expenses, net, principally includes sales of technology and intangible assets, insurance recoveries, litigation settlements and other miscellaneous items.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 4. Restructuring Activities

During the first quarter 2007, there were no changes in estimates related to reserves established for restructuring initiatives recorded in 2006 or in prior years. A complete discussion of all restructuring initiatives is included in the company’s Annual Report on Form 10-K for the year ended December 31, 2006, at Note 5, “Restructuring Activities.”

The account balances and activity for the company’s restructuring programs are as follows:

	2006			2004			2002
	Programs			Programs			Programs			Total
Balance at December 31, 2006	$	152		$	13		$	12		$	177
Employee separation payments		(16	)		(5	)		(1	)		(22	)
Balance at March 31, 2007	$	136		$	8		$	11		$	155

Agriculture & Nutrition

As of March 31, 2007, approximately 100 employees were separated relating to the 2006 Agriculture & Nutrition refocus plan.

Coatings & Color Technologies

During the first quarter 2006, a transformation plan was instituted within the Coatings & Color Technologies segment in order to better serve the company’s customers and improve profitability. Restructuring charges resulting from this plan totaled $135. As of March 31, 2007, approximately 900 employees were separated relating to the 2006 Coatings & Color Technologies business transformation plan.

Note 5. Provision for Income Taxes

In the first quarter 2007, the company recorded a tax provision of $365, including $10 of tax benefit associated with the company’s policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations.

In the first quarter 2006, the company recorded a tax provision of $231, including $4 of tax expense associated with the company’s hedging program. Also included in the first quarter 2006 was a net tax benefit of $41 related to the reversal of certain prior year tax contingencies previously reserved.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 6. Earnings Per Share of Common Stock

Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings per share calculations for the periods indicated:

	Three Months Ended
	March 31,
	2007			2006
Numerator:
Net income	$	944.9		$	817.1
Preferred dividends		(2.5	)		(2.5	)
Net income available to common stockholders	$	942.4		$	814.6
Denominator:
Weighted-average number of common shares — Basic		924,020,389			921,213,271
Dilutive effect of the company’s employee compensation plans and accelerated share repurchase agreement		9,247,103			8,587,137
Weighted-average number of common shares — Diluted		933,267,492			929,800,408

The following average number of stock options were antidilutive, and therefore, were not included in the diluted earnings per share calculations:

	Three Months Ended
	March 31,
	2007		2006
Average Number of Stock Options		21,774,067		79,093,513

The 57.3 million decrease in the average number of stock options that were antidilutive in the first quarter 2007 versus 2006 is primarily due to the increase in the company’s average stock price. Additionally, the 12.8 million stock options that expired unexercised and were cancelled in January 2007 were included in the average number of stock options that were antidilutive in the first quarter 2006.

Note 7. Inventories

	March 31,			December 31,
	2007			2006
Finished products	$	3,398		$	3,075
Semifinished products		1,206			1,616
Raw materials and supplies		818			804
		5,422			5,495
Adjustment of inventories to a last-in, first-out (LIFO) basis		(567	)		(554	)
Total	$	4,855		$	4,941

9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 8. Goodwill and Other Intangible Assets

There were no significant changes in Goodwill for the period ended March 31, 2007.

The gross carrying amounts and accumulated amortization in total and by major class of Other intangible assets are as follows:

	March 31, 2007							December 31, 2006
			Accumulated							Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net
Intangible assets subject to amortization (Definite-lived):
Purchased technology	$	2,102	$	(1,295	)	$	807	$	2,099	$	(1,253	)	$	846
Patents		149		(49	)		100		141		(46	)		95
Trademarks		53		(15	)		38		53		(14	)		39
Other		535		(199	)		336		536		(192	)		344
		2,839		(1,558	)		1,281		2,829		(1,505	)		1,324
Intangible assets not subject to amortization (Indefinite-lived):
Trademarks / tradenames		180		—			180		180		—			180
Pioneer germplasm		975		—			975		975		—			975
	$	1,155	$	—		$	1,155	$	1,155	$	—		$	1,155
Total	$	3,994	$	(1,558	)	$	2,436	$	3,984	$	(1,505	)	$	2,479

The aggregate amortization expense for definite-lived intangible assets was $56 and $59 for the three-month periods ended March 31, 2007 and 2006, respectively. The estimated aggregate pre-tax amortization expense for 2007 and each of the next five years is approximately $225, $210, $180, $145, $140 and $120.

Note 9. Commitments and Contingent Liabilities

Guarantees

Product Warranty Liability

The company warrants to the original purchaser of its products that it will, at its option, repair or replace, without charge, such products if they fail due to a manufacturing defect. The term of these warranties vary (30 days to 10 years) by product. The company’s estimated product warranty liability as of March 31, 2007, is $25. The company has recourse provisions for certain products that would enable recovery from third parties for amounts paid under the warranties. The company accrues for product warranties when, based on available information, it is probable that customers will make claims under warranties relating to products that have been sold and a reasonable estimate of the costs (based on historical claims experience relative to sales) can be made.

Indemnifications

In connection with acquisitions and divestitures, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transaction. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters. If the indemnified party were to incur a liability or have a liability increase as a result of a successful claim,

10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

pursuant to the terms of the indemnification, the company would be required to reimburse the indemnified party. The maximum amount of potential future payments is generally unlimited. The carrying amounts recorded for all indemnifications as of March 31, 2007, and December 31, 2006, is $104 and $105, respectively. Although it is reasonably possible that future payments may exceed amounts accrued, due to the nature of indemnified items, it is not possible to make a reasonable estimate of the maximum potential loss or range of loss. No assets are held as collateral and no specific recourse provisions exist.

In connection with the sale of the majority of the net assets of Textiles and Interiors (INVISTA), the company indemnified the purchasers, subsidiaries of Koch Industries, Inc. (Koch), against certain liabilities primarily related to taxes, legal and environmental matters and other representations and warranties. The estimated fair value of these obligations of $70 is included in the indemnifications balance of $104 at March 31, 2007. The fair value was based on management’s best estimate of the value expected to be required to issue the indemnifications in a standalone, arm’s length transaction with an unrelated party and, where appropriate, by the utilization of probability weighted discounted net cash flow models.

Obligations for Equity Affiliates & Others

The company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates, customers, suppliers and other unaffiliated companies. At March 31, 2007, the company had directly guaranteed $574 of such obligations, plus $248 relating to guarantees of historical obligations for divested subsidiaries and affiliates. This represents the maximum potential amount of future (undiscounted) payments that the company could be required to make under the guarantees. The company would be required to perform on these guarantees in the event of default by the guaranteed party. No material loss is anticipated by reason of such agreements and guarantees.

In certain cases, the company has recourse to assets held as collateral, as well as personal guarantees from customers and suppliers. Assuming liquidation, these assets are estimated to cover approximately 44 percent of the $274 of guaranteed obligations of customers and suppliers. Set forth below are the company’s guaranteed obligations at March 31, 2007:

	Short-		Long-
	Term		Term		Total
Obligations for customers, suppliers and other unaffiliated companies 1
Bank borrowings (terms up to 5 years)	$	134	$	138	$	272
Revenue bonds (term 2 years)		—		2		2
Obligations for equity affiliates 2
Bank borrowings (terms up to 6 years)		249		23		272
Leases on equipment and facilities (terms up to 4 years)		—		28		28
Total obligations for customers, suppliers, other unaffiliated companies and equity affiliates		383		191		574
Obligations for divested subsidiaries and affiliates 3
Conoco Inc. (Conoco) (terms from 2-20 years)		—		145		145
Consolidation Coal Sales Company (term 4-5 years)		—		103		103
Total obligations for divested subsidiaries and affiliates		—		248		248
	$	383	$	439	$	822

¹ Existing guarantees for customers and suppliers arose as part of contractual agreements.

² Existing guarantees for equity affiliates arose for liquidity needs in normal operations.

³ The company has guaranteed certain obligations and liabilities related to divested subsidiaries, including Conoco and its subsidiaries and affiliates and Consolidation Coal Sales Company. The Restructuring, Transfer and Separation Agreement between DuPont and Conoco requires Conoco to use its best efforts to have Conoco, or any of its subsidiaries, substitute for DuPont. Conoco and Consolidation Coal Sales Company have indemnified the company for any liabilities the company may incur pursuant to these guarantees.

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Residual Value Guarantees

As of March 31, 2007, the company had one synthetic lease program relating to short-lived equipment. In connection with this synthetic lease program, the company had residual value guarantees in the amount of $98 at March 31, 2007. The guarantee amounts are tied to the unamortized lease values of the assets under synthetic lease and are due should the company decide neither to renew these leases nor to exercise its purchase option. At March 31, 2007, the company had no liabilities recorded for these obligations. Any residual value guarantee amounts paid to the lessor may be recovered by the company from the sale of the assets to a third party.

Litigation

Benlate^®

In 1991, DuPont began receiving claims by growers that use of Benlate^® 50 DF fungicide had caused crop damage. DuPont has since been served with thousands of lawsuits, most of which have been disposed of through trial, dismissal or settlement. The status of Benlate^® cases is indicated in the table below.

	Number of Cases
Balance at December 31, 2006		60
Filed		—
Resolved		16
Balance at March 31, 2007		44

Nine cases are pending in Florida state court, involving allegations that Benlate^® caused crop damage. The court dismissed for failure to prosecute one of the nine cases in November 2006 on DuPont’s motion. Plaintiffs are expected to appeal. Two of the nine cases, involving twenty seven Costa Rican fern growers, were tried during the second quarter of 2006 resulting in a $56 judgment against DuPont. At trial, the plaintiffs sought damages in the range of $270 to $400. The plaintiffs as well as DuPont have filed post trial motions and DuPont will appeal the verdict. DuPont believes that the appeal will be resolved in its favor and, therefore, has not established a reserve relating to the judgment.

The dismissal of 16 of the reopener cases by the Florida federal court was affirmed by the Eleventh Circuit Court of Appeals in late 2006 and these cases were closed during the first quarter of 2007. Therefore, at March 31, 2007, there were 7 pending cases seeking to reopen settlements with the company by alleging that it committed fraud and misconduct, as well as violations of federal and state racketeering laws. Five of these 7 cases were consolidated for trial in Hawaii federal court. On April 24, 2007, during a conference with the presiding judge, the parties reached an agreement in principle to settle the 5 cases for $8.5. In 2005, one of the two other pending cases was settled in part for $1.2 and the Hawaii state court granted DuPont’s motion dismissing the remainder of the case. However, plaintiffs have appealed the dismissal so the case remains pending. There is one case remaining in Florida.

There are two cases involving allegations that Benlate^® caused birth defects to children exposed in utero pending before the Delaware state court. In April 2007, DuPont reached a settlement in principle with the six plaintiffs in these two cases as well as 26 other claimants represented by the same attorney. If the settlement is approved by the court and finalized, it will resolve all birth defects claims known by DuPont to exist. The total amount of the settlement is $9.

Twenty six cases involving damage to shrimp are pending against the company in state court in Florida. The company contends that the injuries alleged are attributable to a virus, Taura Syndrome Virus, and in no way involve Benlate^® OD. One case was tried in late 2000 and another in early 2001. Both trials resulted in adverse judgments of approximately $14 each. The intermediate appellate court subsequently reversed the adverse verdicts and, in the first quarter of 2005, judgments were entered in the company’s favor in both cases. Plaintiffs filed a motion seeking sanctions for alleged discovery defaults in all of the cases, including the two cases in which judgment has been entered for the company. The court denied most of the sanctions

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

sought by plaintiffs, but did impose on DuPont the reasonable and necessary attorney fees incurred by plaintiffs in moving for sanctions.

The company does not believe that Benlate^® caused the damages alleged in each of these cases and denies the allegations of fraud and misconduct. The company continues to defend itself in ongoing matters. As of March 31, 2007, the company has incurred costs and expenses of approximately $2 billion associated with these matters. The company has recovered approximately $275 of its costs and expenses through insurance and does not expect additional insurance recoveries, if any, to be significant. At March 31, 2007, the company has reserves of $15 related to the settlements in principle for the birth defect claims and reopener cases.

PFOA

Environmental Actions Involving the Washington Works Site and Surrounding Area

In November 2006, DuPont entered into an Order on Consent under the Safe Drinking Water Act (SDWA) with U.S. Environmental Protection Agency (EPA) establishing a precautionary interim screening level for PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) of 0.5 parts per billion (ppb) in drinking water sources in the area around the DuPont Washington Works site located in Parkersburg, West Virginia. As part of the Order on Consent, DuPont will conduct a survey and perform sampling and analytical testing of certain public and private water systems in the area. DuPont is required under the agreement to offer to install water treatment systems or an EPA-approved alternative if PFOA levels are detected at or above 0.5 ppb.

In 2001, DuPont and the West Virginia Department of Environmental Protection (WVDEP) signed a multimedia Consent Order (the WV Order) that required environmental sampling and analyses and the development of screening levels for PFOA that is used or managed by the Washington Works plant. As a result, in 2002, the WVDEP established a screening level of 150 micrograms PFOA per liter screening level for drinking water, a soil screening level of 240 parts per million, a screening level of 1 microgram per cubic meter for air and a screening level of 1360 ppb for aquatic life. Under the WV Order, sanctions could be imposed if any of the screening levels were exceeded. Based on sampling through 2006 and air dispersion modeling, DuPont has not exceeded these screening levels. The company has agreed to conduct annual sampling in 2007 for the City of Parkersburg. In addition, environmental sampling of the PFOA levels in the groundwater and drinking water has been conducted across the Ohio River pursuant to a Memorandum of Understanding among DuPont, the Ohio Environmental Protection Agency, the WVDEP and the Division of Health and Human Resources, (the Ohio MOU). Additional monitoring was conducted in Ohio through 2006. In late 2005 DuPont and EPA entered into a Memorandum of Understanding (EPA MOU) that requires DuPont to monitor PFOA in the soil, air, water and biota around the Washington Works site. At March 31, 2007, DuPont has reserves of about $1 to fund its activities under the WV Order, EPA MOU and Order on Consent.

EPA Administrative Complaints

In July and December 2004, the EPA filed administrative complaints against DuPont alleging that the company failed to comply with the technical reporting requirements of the Toxic Substances Control Act (TSCA) and the Resource Conservation and Recovery Act (RCRA) regarding PFOA. The first complaint related to information about PFOA for a period beginning in June 1981 through March 2001; the second related to information about PFOA for a period beginning in late July 2004 to mid-October 2004. In December 2005, the parties entered into a settlement agreement to resolve the original counts set forth in the complaints and the additional counts raised by the EPA in 2005. As a result in 2005, the company established reserves of $16.5 to fund its obligations under the settlement agreement. The agreement requires the company to pay civil fines of $10.25 and complete two Supplemental Environmental Projects at a total cost of $6.25 by December 27, 2008. The company paid the civil fines of $10.25 in January 2006.

13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Department of Justice: Grand Jury Subpoena

On May 17, 2005, DuPont was served with a grand jury subpoena from the U.S. District Court for the District of Columbia. The subpoena, which was served by the Environmental Crimes Section of the Environment and Natural Resources Division of the Department of Justice (DOJ), relates to PFOA, ammonium perfluorooctanoate (APFO), C-8 and FC-143. The subpoena calls for the production of documents previously produced to the EPA and other documents related to those chemicals. DuPont has been and will continue to be fully responsive to the DOJ in this matter and has begun the production of documents. It is expected that the collection, review and production of documents will continue throughout 2007. Several former DuPont employees have been subpoenaed to testify before the grand jury.

Class Actions: Drinking Water

In August 2001, a class action, captioned Leach v. DuPont, was filed in West Virginia state court against DuPont and the Lubeck Public Service District. DuPont uses PFOA as a processing aid to manufacture fluoropolymer resins and dispersions at various sites around the world including its Washington Works plant in West Virginia. The complaint alleged that residents living near the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water. The relief sought included damages for medical monitoring, diminution of property values and punitive damages plus injunctive relief to stop releases of PFOA. DuPont and attorneys for the class reached a settlement agreement in 2004 and as a result, the company established reserves of $108 in 2004. The agreement was approved by the Wood County Circuit Court on February 28, 2005 after a fairness hearing. The settlement binds a class of approximately 80,000 residents. As defined by the court, the class includes those individuals who have consumed, for at least one year, water containing 0.05 ppb or greater of PFOA from any of six designated public water sources or from sole source private wells.

In July 2005, the company paid the plaintiffs’ attorneys’ fees and expenses of $23 and made a payment of $70, which class counsel has designated to fund a community health project. The company also is funding a health study by an independent science panel of experts in the communities exposed to PFOA to evaluate available scientific evidence on whether any probable link exists between exposure to PFOA and human disease. The independent science panel health study is estimated to cost $18, of which $5 was originally placed in an interest-bearing escrow account. As of 2007, the expected timeframe to complete the study is three to five years. In addition, the company is providing state-of-the art water treatment systems designed to reduce the level of PFOA in water to six area water districts until the science panel determines that PFOA does not cause disease or until applicable water standards can be met without such treatment. At March 31, 2007, the estimated cost of constructing, operating and maintaining these systems is $19 of which $10 was originally placed in an interest-bearing escrow account. As a result of payments and activities undertaken related to the settlement agreement during the period, the reserve balance at March 31, 2007, was $27, including $7 in interest bearing escrow accounts.

The settlement resulted in the dismissal of all claims asserted in the lawsuit except for personal injury claims. If the independent science panel concludes that no probable link exists between exposure to PFOA and any diseases, then the settlement would also resolve personal injury claims. If it concludes that a probable link does exist between exposure to PFOA and any diseases, then DuPont would also fund up to $235 for a medical monitoring program to pay for such medical testing. In this event, plaintiffs would retain their right to pursue personal injury claims. All other claims in the lawsuit would remain dismissed by the settlement. DuPont believes that it is remote that the panel will find a probable link. Therefore, at March 31, 2007, the company had not established any reserves related to medical monitoring or personal injury claims. However, there can be no assurance as to what the independent science panel will conclude.

The company is funding a voluntary bottled water program (estimated to cost about $3) for residents in the Little Hocking area water district on an interim basis until the installation of the water treatment systems.

In the second quarter of 2006, three purported class actions were filed alleging that drinking water had been contaminated by PFOA in excess of 0.05 ppb due to alleged releases from certain DuPont plants. One of these cases was filed in West Virginia state court on behalf of customers of the Parkersburg City Water

14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

District, but was removed on DuPont’s motion to the U.S. District Court for the Southern District of West Virginia. The other two purported class actions were filed in New Jersey. One was filed in federal court on behalf of individuals who allegedly drank water contaminated by releases from DuPont’s Chambers Works plant in Deepwater, New Jersey. The second was filed in state court on behalf of customers serviced primarily by the Pennsville Township Water Department and was removed to New Jersey federal district court on DuPont’s motion. The New Jersey cases have been combined for purposes of discovery and the complaints have been amended to allege that drinking water had been contaminated by PFOA in excess of 0.04 ppb. The company intends to defend itself vigorously against these lawsuits alleging contamination of drinking water sources.

While DuPont believes that it is reasonably possible that it could incur losses related to PFOA matters in addition to those matters discussed above for which it has established reserves, a range of such losses, if any, cannot be reasonably estimated at this time.

Consumer Products Class Actions

	Number of Cases
Balance at December 31, 2006		22
Filed		1
Resolved		—
Balance at March 31, 2007		23

As of March 31, 2007, 23 intrastate class actions have been filed on behalf of consumers who have purchased cookware with Teflon^® non-stick coating in federal district courts against DuPont. The actions were filed on behalf of consumers in Colorado, Connecticut, Delaware, the District of Columbia, Florida, Illinois, Indiana, Iowa, Kentucky, Massachusetts, Michigan, Missouri, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, South Carolina, Texas and West Virginia. Two of the 23 actions were filed in California. By order of the Judicial Panel on Multidistrict Litigation, all of these actions have been combined for coordinated and consolidated pre-trial proceedings in federal district court for the Southern District of Iowa. The proceedings in this court will include the central question of whether these cases can proceed as class actions. A ruling on this issue is expected in 2007.

The actions allege that DuPont violated state laws by engaging in deceptive and unfair trade practices by failing “to disclose to consumers that products containing Teflon^® were or are potentially harmful to consumers” and that DuPont has liability based on state law theories of negligence and strict liability. The actions allege that Teflon^® contained or released harmful and dangerous substances; including a chemical (PFOA) alleged to have been determined to be “likely” to cause cancer in humans. The actions seek unspecified monetary damages for consumers who purchased cooking products containing Teflon^®, as well as the creation of funds for medical monitoring and independent scientific research, attorneys’ fees and other relief. In December 2005, a motion was filed by a single named plaintiff in the Superior Court for the Province of Quebec, Canada seeking authorization to institute a class action on behalf of all Quebec consumers who have purchased or used kitchen items, household appliances or food-packaging containing Teflon^® or Zonyl^® non-stick coatings. A ruling on this motion is expected from the Court in 2007. The plaintiff withdrew its 2006 motion to include all Canadian consumers, not just Quebec residents, of these products as part of the class. Damages are not quantified, but are alleged to include the cost of replacement products as well as one hundred dollars per class member as exemplary damages.

The company believes that the 23 class actions and the motion filed in Quebec are without merit and, therefore, believes it is remote that it will incur losses related to these actions. At March 31, 2007, the company had not established any reserves related to these matters.

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Elastomers Antitrust Matters

Since 2002, the U.S., European Union (EU) and Canadian antitrust authorities have investigated the synthetic rubber markets for possible violations. These investigations included DuPont Dow Elastomers, LLC (DDE), as a result of its participation in the polychloroprene (PCP) and ethylene propylene diene monomer (EPDM) markets. DDE was a joint venture between The Dow Chemical Company (Dow) and DuPont.

In April 2004, DuPont and Dow entered into a series of agreements under which DuPont obtained complete control over directing DDE’s response to these investigations and the related litigation and DuPont agreed to a disproportionate share of the venture’s liabilities and costs related to these matters. Consequently, DuPont bears any potential liabilities and costs up to the initial $150. Dow is obligated to indemnify DuPont for up to $72.5 by paying 15 to 30 percent toward liabilities and costs in excess of $150. On June 30, 2005, DDE became a wholly owned subsidiary of DuPont and was renamed DuPont Performance Elastomers LLC (DPE).

During the first quarter 2007, an agreement in principle was reached with the Canadian antitrust authorities to resolve all criminal antitrust allegations against DDE related to PCP through a plea agreement which includes a fine of CDN $4, which is approximately $3.5 USD.

In late March 2007, the EU antitrust authorities issued a Statement of Objections that makes antitrust allegations regarding the PCP market against DPE, relating to the joint venture’s activities, and DuPont to which both will respond. The company expects EU antitrust authorities to issue a decision, including the imposition of fines, within the next six to twelve months. Therefore, as of March 31, 2007, the company increased its reserves for the EU matter by $65, of which DuPont expects $13 will be reimbursed by Dow. However, there can be no assurance as to what the EU antitrust authorities will decide or the amount of any fines. After the decision is issued, the company will assess whether to seek appellate review.

DDE resolved all criminal antitrust allegations against it related to PCP in the U.S. through a plea agreement with the DOJ in January 2005 which was approved by the court on March 29, 2005. The agreement requires the subsidiary to pay a fine of $84 which, at its election, may be paid in six equal, annual installments. The annual installment payments for 2005, 2006 and 2007 have been made. The agreement also requires the subsidiary to provide ongoing cooperation with the DOJ’s investigation.

As a result of its April 2004 agreements with Dow, DuPont established reserves in 2004 of $268, of which $18 will be reimbursed by Dow. At March 31, 2007, the balance of the reserves is $177.

General

The company is subject to various lawsuits and claims arising out of the normal course of its business. These lawsuits and claims include actions based on alleged exposures to products, intellectual property and environmental matters and contract and antitrust claims. Although it is not possible to predict the outcome of these various lawsuits and claims, management does not anticipate they will have a material adverse effect on the company’s consolidated financial position or liquidity. However, the ultimate liabilities may be significant to results of operations in the period recognized. The company accrues for contingencies when the information available indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.

Management has noted a nationwide trend in purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site remediation and punitive damages arising from alleged environmental torts without claiming present personal injuries. Such cases may allege contamination from unregulated substances or remediated sites. For example, in September 2006, a West Virginia state court certified a class action against DuPont that seeks relief including the provision of remediation services and property value diminution damages for 7,000 residential properties in the vicinity of a closed zinc smelter in Spelter, West Virginia. The action also seeks medical monitoring for

16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

an undetermined number of residents in the class area. The smelter was owned and operated by at least three companies between 1910 and 2001, including DuPont between 1928 and 1950. DuPont performed remedial measures at the request of the EPA in the late 1990’s and in 2001 repurchased the site to facilitate and complete the remediation. Trial is scheduled for the fourth quarter of 2007. In the first quarter of 2007, the company established reserves of $15 related to this action although given the uncertainties inherent in litigation, there can be no assurance as to the final outcome.

Environmental

The company is also subject to contingencies pursuant to environmental laws and regulations that in the future may require the company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the company or other parties. The company accrues for environmental remediation activities consistent with the policy set forth in Note 1 in the Company’s Annual Report on Form 10-K for the period ended December 31, 2006. Much of this liability results from the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, often referred to as Superfund), the Resource Conservation and Recovery Act (RCRA) and similar state laws. These laws require the company to undertake certain investigative and remedial activities at sites where the company conducts or once conducted operations or at sites where company-generated waste was disposed. The accrual also includes estimated costs related to a number of sites identified by the company for which it is probable that environmental remediation will be required, but which are not currently the subject of CERCLA, RCRA or state enforcement activities.

Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, diverse regulatory agencies and enforcement policies, as well as the presence or absence of potentially responsible parties. At March 31, 2007, the Consolidated Balance Sheet includes a liability of $349 relating to these matters and, in management’s opinion, is appropriate based on existing facts and circumstances. The average time frame, over which the accrued or presently unrecognized amounts may be paid, based on past history, is estimated to be 15-20 years. Considerable uncertainty exists with respect to these costs and, under adverse changes in circumstances, potential liability may range up to two to three times the amount accrued as of March 31, 2007.

Other

The company has various purchase commitments incident to the ordinary conduct of business. In the aggregate, such commitments are not at prices in excess of current market nor are they significantly different than amounts disclosed in the company’s Annual Report on Form 10-K for the period ended December 31, 2006. See Note 2 for a description of commitments relating to tax matters.

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 10. Comprehensive Income

The following sets forth the company’s total comprehensive income for the periods shown:

	Three Months Ended
	March 31,
	2007			2006
Net income	$	945		$	817
Cumulative translation adjustment		12			4
Net revaluation and clearance of cash flow hedges to earnings		(1	)		(3	)
Pension benefit plans		18			—
Other benefit plans		(13	)		—
Net unrealized gains on available for sale securities		—			4
Total	$	961		$	822

Note 11. Derivatives and Other Hedging Instruments

The company’s objectives and strategies for holding derivative instruments are included in the company’s Annual Report on Form 10-K for the year ended December 31, 2006, at Note 25, “Derivatives and Other Hedging Instruments.” Cash flow hedge ineffectiveness reported in earnings for the three-month period ended March 31, 2007 was a pre-tax gain of $2. There were no hedge gains or losses excluded from the assessment of hedge effectiveness or reclassifications to earnings for forecasted transactions that did not occur related to cash flow hedges.

The following table summarizes the effect of cash flow hedges on accumulated other comprehensive loss for the period:

	Three Months Ended
	March 31, 2007
							After-
	Pretax			Tax			Tax
Balance at December 31, 2006	$	27		$	(10	)	$	17
Additions and revaluations of derivatives designated as cash flow hedges		11			(3	)		8
Clearance of hedge results to earnings		(12	)		3			(9	)
Balance at March 31, 2007	$	26		$	(10	)	$	16
Amounts expected to be reclassified into earnings over the next twelve months	$	16		$	(5	)	$	11

18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 12. Employee Benefits

The following sets forth the components of the company’s net periodic benefit cost/(credit) for pensions:

	Three Months Ended
	March 31,
	2007			2006
Service cost	$	94		$	99
Interest cost		305			294
Expected return on plan assets		(448	)		(405	)
Amortization of unrecognized loss		29			67
Amortization of prior service cost		5			9
Curtailment/settlement loss		—			3
Net periodic benefit cost/(credit)	$	(15	)	$	67

The company disclosed in its Consolidated Financial Statements for the year ended December 31, 2006, that it expected to contribute approximately $290 to its pension plans, other than to the principal U.S. pension plan in 2007. As of March 31, 2007, contributions of $84 have been made to these pension plans and the company anticipates additional contributions during the remainder of 2007 to total approximately $206.

The following sets forth the components of the company’s net periodic benefit cost for other postretirement benefits:

	Three Months Ended
	March 31,
	2007			2006
Service cost	$	8		$	8
Interest cost		59			54
Amortization of unrecognized loss		16			12
Amortization of prior service benefit		(39	)		(39	)
Net periodic benefit cost	$	44		$	35

The company disclosed in its Consolidated Financial Statements for the year ended December 31, 2006, that it expected to make payments of approximately $340 to its other postretirement benefit plans in 2007. Through March 31, 2007, the company has made benefit payments of $73 related to its postretirement benefit plans and anticipates additional payments during the remainder of 2007 to total approximately $267.

19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 13. Segment Information

Segment sales include transfers. Segment pre-tax operating income (PTOI) is defined as operating income before income taxes, minority interests, exchange gains (losses), corporate expenses and net interest.

Effective January 1, 2007, the company changed the alignment of certain businesses within its Agriculture & Nutrition and Performance Materials segments, and Bio-Based Materials included within Other. These changes were made to better align the businesses with the growth platform that management believes will provide more opportunity for synergy and technology development in future periods. In addition, Segment sales no longer include a pro rata share of equity affiliates’ sales. Results for the three months ended March 31, 2006 shown below have been reclassified to conform to current year classifications.

					Electronic &
			Coatings &		Communica-
Three Months Ended	Agriculture		Color		tion		Performance		Pharma-		Safety &
March 31,	& Nutrition		Technologies		Technologies		Materials		ceuticals		Protection		Other		Total 1
2007
Segment sales	$	2,450	$	1,559	$	920	$	1,589	$	—	$	1,370	$	43	$	7,931
Less transfers		—		(14)		(35)		(9)		—		(23)		(5)		(86	)
Net sales		2,450		1,545		885		1,580		—		1,347		38		7,845
Pretax operating income (loss)		651		194		124		1502		225		291		(56)		1,579
2006
Segment sales	$	2,174	$	1,478	$	885	$	1,541	$	—	$	1,360	$	46	$	7,484
Less transfers		—		(9)		(33)		(20)		—		(24)		(4)		(90	)
Net sales		2,174		1,469		852		1,521		—		1,336		42		7,394
Pretax operating income (loss)		597		213		160		155		169		268		(56)4		1,314

¹ A reconciliation of the pre-tax operating income totals reported for the operating segments to the applicable line item on the Consolidated Financial Statements is as follows:

	Three Months Ended
	March 31,
	2007		2006
Total segment PTOI	$	1,579	$	1,314
Net exchange losses, including affiliates		(28)		(18	)
Corporate expenses and net interest		(239)		(246	)
Income before income taxes and minority interests	$	1,312	$	1,050

2	Includes a $52 litigation related charge in connection with the elastomers antitrust matters. See Note 9 for more details.
3	Includes a $135 restructuring charge in connection with the company’s plans to close and consolidate certain manufacturing and laboratory sites. See Note 4 for more details.
4	Includes a charge of $27 to write down certain manufacturing assets to estimated fair value.

Note 14. Subsequent Event – Stock Repurchase

On May 1, 2007, the company entered into a structured stock repurchase agreement with a large financial institution in which the company provided the financial institution with an up-front payment totaling $300 and the financial institution agreed to deliver a certain number of shares based on the volume weighted average price less a specified discount at the end of the contract period. The contract is expected to settle no later than June 29, 2007.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements About Forward-Looking Statements

This report contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “intends,” “projects,” “estimates” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about the company’s strategy for growth, product development, market position, expenditures and financial results, are forward-looking statements.

Forward-looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized. For some of the important factors that could cause the company’s actual results to differ materially from those projected in any such forward-looking statements see the Risk Factors discussion set forth under Part II, Item 1A beginning on page 30.

Results of Operations

Overview

The company’s growth strategies successfully generated 6 percent revenue and 16 percent net income growth in the face of continuing lower demand from the U.S. motor vehicle and residential construction markets, and persistently high raw material costs. Sales growth of $451 million versus prior year reflects increases in local currency pricing, higher sales volume and the benefit of a weaker U.S. dollar. A significant portion of the sales and earnings increase is attributable to the seasonally strong Agriculture & Nutrition platform, which grew revenue 13 percent, or $276 million, and pre-tax operating income $54 million, principally due to higher seed sales. Pharmaceuticals also contributed significantly to the increase in net income. Total segment pre-tax operating income as a percent of sales increased to 20 percent for the first quarter 2007. The company continues to execute plans in all businesses for specific pricing actions, cost productivity and working capital improvements.

Net Sales

Consolidated net sales for the first quarter 2007 were $7.8 billion versus $7.4 billion in the prior year, up 6 percent with a 2 percent increase in local selling prices, a 2 percent favorable currency exchange and a 2 percent increase in volume.

The table below shows net sales by region and variance analysis versus the prior year:

	Three Months Ended
	March 31, 2007				Percent Change Versus 2006
	2007		Percent
	Net Sales		Change		Local		Currency
	($ Billions)		vs. 2006		Price		Effect		Volume
Worldwide	$	7.8		6		2		2		2
U.S.		3.3		2		3		—		(1	)
Europe		2.5		11		1		7		3
Asia Pacific		1.1		4		2		—		2
Canada & Latin America		0.9		11		2		1		8

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Other Income, Net

First quarter 2007 Other income, net, totaled $316 million versus $270 million in the prior year, an increase of $46 million. First quarter 2007 included a $56 million increase resulting from royalty income related to the company’s licenses for Cozaar^®/Hyzaar^®. The company’s royalty income is the sum of two parts derived from a royalty on worldwide contract net sales linked to the exclusivity term in a particular country, and a share of the profits from North American sales and certain markets in Europe, regardless of exclusivity term. Patents and exclusivity have already started to expire and the U.S. exclusivity for Cozaar^® ends in April 2010. The worldwide agreement terminates after 2013, when the Canadian exclusivity ends, and depending on North American sales levels. Therefore, absent any major changes in the markets, the company expects its income to take its first significant step-down in 2010, and from that year on, continue to step-down each year to zero when the contract ends, which is expected to be after 2013. The company cannot predict the magnitude of the earnings step-down in each year. In general, management expects a traditional sales and earnings decline for a drug going off patent in the pharmaceutical industry.

Additional information related to the company’s Other income, net, is included in Note 3 to the interim Consolidated Financial Statements.

Cost of Goods Sold and Other Operating Charges (COGS)

COGS totaled $5.5 billion in the first quarter 2007 versus $5.3 billion in the prior year, an increase of 4 percent, versus a sales increase of 6 percent. First quarter 2007 included a $52 million litigation related charge in the Performance Materials segment in connection with the elastomers antitrust matters. First quarter 2006 included a $135 million restructuring charge in the Coatings & Color Technologies segment, as described below. As a result of the difference in these charges, as well as the favorable impact of foreign currency exchange and other cost control initiatives, first quarter 2007 COGS as a percent of Net sales improved to 71 percent versus 72 percent in the prior year.

During the first quarter 2006, a transformation plan was instituted within the Coatings & Color Technologies segment in order to better serve the company’s customers and improve profitability. The plan included the elimination of 1,700 positions and encompassed redeployment of employees in excess positions to the extent possible. Restructuring charges resulting from the plan included $123 million related to severance costs for approximately 1,300 employees involved in manufacturing, marketing, administrative and technical activities who are expected to be off the rolls by the fourth quarter 2007. Payments will be made from operating cash flows with the majority of payments expected to be completed by the end of 2007. In connection with the plan, a $12 million charge was also recorded related to exit costs of nonstrategic assets.

Information related to the company’s prior year restructuring activities is included in Note 4 to the interim Consolidated Financial Statements.

Selling, General and Administrative Expenses (SG&A)

SG&A totaled $838 million for the first quarter 2007 versus $791 million in the prior year. The increase in SG&A expense is primarily due to increased global commissions, selling and marketing infrastructure investments related to seed. SG&A as a percent of Net sales was 11 percent in the first quarter 2007, essentially unchanged from prior year.

Research and Development Expense (R&D)

R&D totaled $310 million and $313 million for the first quarter of 2007 and 2006, respectively. The company’s expectation is for R&D to increase modestly in 2007 and reflects the reinvestment in R&D activities within the Agriculture & Nutrition segment. R&D was approximately 4 percent of Net sales for the three-month periods in 2007 and 2006.

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Interest Expense

Interest expense totaled $99 million in the first quarter 2007 compared to $114 million in 2006, a decrease of 13 percent. The decrease is primarily due to lower average borrowing levels, partially offset by higher average interest rates for the three-month period in 2007 compared to 2006.

Provision for Income Taxes

The company’s effective tax rates for the first quarter 2007 was 27.8 percent as compared to 22.0 percent in 2006, which included a 4 percentage point favorable impact related to the reversal of certain prior-year tax contingencies previously reserved. In the first quarter 2007, the company recorded a tax provision of $365 million including $10 million of tax benefit associated with the company’s policy of hedging the foreign currency denominated monetary assets and liabilities of its operations.

In the first quarter 2006, the company recorded a tax provision of $231 million including $4 million of tax expense associated with the company’s policy of hedging the foreign currency denominated monetary assets and liabilities of its operations. Also included in the first quarter 2006 was a net tax benefit of $41 million related to the reversal of certain prior year tax contingencies previously reserved.

Net Income

First quarter 2007 Net income was $945 million compared to $817 million in the first quarter of 2006, a 16 percent increase. This increase reflects 6 percent revenue growth, principally from significantly higher seed sales, in addition to increased pharmaceuticals income, fixed cost productivity gains and a favorable foreign currency exchange impact.

Corporate Outlook

The company‘s outlook for 2007 full-year earnings per share is $3.09, which includes the $0.06 per share first quarter 2007 charge taken to increase reserves related to existing litigation. The company continues to expect modest volume gains, as growth outside the U.S. and strong agricultural seed markets will outweigh lower demand from the U.S. housing and automotive markets. The company’s outlook for the remainder of 2007 assumes that energy and ingredient costs will be about equal to those of 2006.

Accounting Standards Issued Not Yet Adopted

See Note 1 to the interim Consolidated Financial Statements for a description of recent accounting pronouncements.

Segment Reviews

Summarized below are comments on individual segment sales and pre-tax operating income (PTOI) for the three-month period ended March 31, 2007 compared with the same period in 2006. Segment sales include transfers. Segment PTOI is defined as operating income before income taxes, minority interests, exchange gains (losses), corporate expenses and net interest.

Agriculture & Nutrition - First quarter sales of $2.5 billion in 2007 were 13 percent higher than the same period in 2006, reflecting 8 percent higher USD selling prices and 5 percent higher volumes. Volume increases in the segment were largely in seed corn due to a significant increase in planted corn acreage. PTOI for the quarter was $651 million, up 9 percent from the first quarter of 2006 due to higher seed sales, offset by slightly lower margins on increased seed cost of production and higher fixed costs supporting research and sales and marketing investments. First quarter 2006 includes a $28 million gain, recorded in Other income, net related to the sale of a technology license.

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Coatings & Color Technologies - First quarter 2007 sales of $1.6 billion were up 5 percent compared to first quarter 2006, reflecting 3 percent higher USD selling prices and a volume increase of 2 percent. Higher volume reflects in part a recovery of lost sales volume in the titanium dioxide products due to plant damage from Hurricane Katrina. Additional volume is attributable to increased sales of after-market automotive coatings in Europe, which more than offset lower sales to automotive OEM. PTOI was $194 million versus $21 million in the prior year. The increase primarily reflects the absence of the prior year restructuring charge of $135 million associated with the transformation program in the coatings businesses. In addition, higher earnings in 2007 reflect increased sales, a $16 million insurance recovery relating to Hurricane Katrina and flat fixed costs. For more information on the $135 million restructuring charge, see Note 4 to the interim Consolidated Financial Statements. Additionally, a complete discussion of the restructuring charge is included in the company’s Annual Report on Form 10-K for the year ended December 31, 2006, Note 5, “Restructuring Activities.”

Electronic & Communication Technologies - Sales in the quarter of $920 million were up 4 percent from 2006, reflecting 1 percent higher USD selling prices and 3 percent higher volumes. Higher volume reflects strong sales growth in Europe and Asia Pacific for electronic materials. First quarter 2007 PTOI was $124 million as compared to $160 million in the first quarter 2006. Lower earnings reflect margin declines in refrigerants and electronic materials and increased fixed costs for growth initiatives.

Performance Materials - Sales of $1.6 billion were up 3 percent compared to sales in the first quarter of 2006. Higher USD selling prices averaged 6 percent for the segment. Overall volume declined 3 percent. The decrease in volume reflects lower sales of engineering polymer resins and packaging and industrial polymers resins, principally in the United States and Asia Pacific. PTOI was $150 million compared to $155 million last year. PTOI in 2007 included a $52 million litigation related charge in connection with the elastomers antitrust matters. See Note 9 to the interim Consolidated Financial Statements for more details. Increased earnings also reflect lower ingredient costs for packaging and industrial polymers and higher sales of elastomer products.

Pharmaceuticals – See Other income, net for additional discussion of the company’s royalty income.

Safety & Protection - First quarter sales of $1.4 billion in 2007 were up 1 percent versus 2006 due to 3 percent increase in USD selling prices offset by 2 percent lower volumes. Lower volume primarily reflects decreased sales of products for U.S. residential construction markets. PTOI for first quarter 2007 was $291 million as compared to $268 million last year. Increased earnings were due primarily to higher sales of aramid products which are continuing to experience strong market demand.

Other

The company combines the results of its developmental and nonaligned businesses under Other. Sales in the quarter of $43 million were down 7 percent from 2006. Pre-tax operating loss for the first quarter 2007 was $56 million, equal to the pre-tax operating loss for the first quarter 2006. The pre-tax loss for the first quarter 2007 included litigation charges for divested businesses of $29 million. The pre-tax loss for the first quarter 2006 included a charge of $27 million to write down certain specialty resins manufacturing assets to estimated fair value.

Liquidity & Capital Resources

Management believes that the company’s ability to generate cash and access the capital markets will be adequate to meet anticipated future cash requirements to fund working capital, capital spending, dividend payments and other cash needs for the foreseeable future. The company’s liquidity needs can be met through a variety of independent sources, including: Cash provided by operating activities, Cash and cash equivalents, Marketable debt securities, commercial paper, syndicated credit lines, bilateral credit lines, equity and long-term debt markets, and asset sales. The company’s relatively low long-term borrowing level, strong financial position and credit ratings provide excellent access to these markets. The company continually reviews its debt portfolio for appropriateness and occasionally may rebalance it to insure adequate liquidity and an optimum debt maturity schedule.

Cash used for operating activities was $240 million for the three months ended March 31, 2007 versus $381 million for the same period ended in 2006. The $141 million improvement is primarily due to higher earnings. Seasonal changes in working capital are comparable versus prior year.

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Cash used for investing activities was $269 million for the three months ended March 31, 2007 compared to $325 million for the same period last year. The $56 million decrease is mainly due to a decrease in the purchases of property, plant and equipment primarily resulting from the absence of capital expenditures related to plants affected by the 2005 hurricanes and an absence of payments for businesses acquired. These decreases were partially offset by the impacts of a weakening U.S. dollar on forward exchange contract settlements.

Purchases of property, plant and equipment for the three months ended March 31, 2007 totaled $273 million. Although the capital expenditures decreased in the first quarter as compared to the same period last year, the company expects full-year purchases of plant, property and equipment to be modestly higher than the $1.5 billion spent in 2006.

Cash used for financing activities was $425 million for the three months ended March 31, 2007 compared to cash provided by financing activities of $432 million for the same period last year, a difference of $857 million. The primary difference is a result of the company’s lower borrowings to meet the company’s global funding requirements. The increase in the cash used for the acquisition of treasury stock was essentially offset by the increase in the proceeds resulting from a greater number of stock options being exercised.

Dividends paid to shareholders during the three months ended March 31, 2007 totaled $347 million. In April 2007, the company’s Board of Directors declared a second quarter common stock dividend of $0.37 per share, which is the same as the dividend paid in the first quarter 2007. The second quarter dividend was the company’s 411^th consecutive quarterly dividend since the company’s first dividend in the fourth quarter 1904.

Stock Repurchases

The company’s Board of Directors authorized a $2 billion share buyback plan in June 2001. During the first quarter 2007, there were no purchases of stock under this program. As of March 31, 2007, the company has purchased 20.5 million shares at a total cost of $962 million. Management has not established a timeline for the buyback of the remaining stock under this plan.

In addition to the plan described above, in October 2005 the Board of Directors authorized a $5 billion share buyback plan. During the first quarter 2007, the company purchased 5.9 million shares at an average price of $51.09 per share. As of March 31, 2007, the company has purchased 84.0 million shares at a total cost of $3.6 billion. The company anticipates completing the remaining $1.4 billion of the program, consistent with its financial discipline principles, by the end of 2007.

Cash and Cash Equivalents and Marketable Debt Securities

Cash and cash equivalents and Marketable debt securities were $954 million at March 31, 2007, versus $1.9 billion at December 31, 2006. The decrease was due to cash used to fund normal seasonal working capital needs, principally in the Agriculture & Nutrition segment.

Debt

Total debt at March 31, 2007 was $7.6 billion, essentially equal to the $7.5 billion at December 31, 2006.

For analytical purposes, management believes that net debt is the most meaningful measure for investors to view the company’s liquidity and debt positions since the company’s cash is available to meet operating and capital needs, as well as to provide liquidity around the world. The details of the change in net debt also provides the investor with a more specific view of cash flows. The company defines net debt as total debt less Cash and cash equivalents and Marketable debt securities. At March 31, 2007, net debt was $6.6 billion compared to $5.6 billion at December 31, 2006. The increase in net debt is mainly attributable to normal seasonal working capital needs, particularly in the Agriculture & Nutrition segment.

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The following table reconciles total debt to net debt:

(Dollars in millions)	March 31,		December 31,
	2007		2006
Commercial paper	$	220	$	—
Long-term debt due in one year		1,161		1,163
Other short-term debt		209		354
Total short-term debt		1,590		1,517
Long-term debt		6,010		6,013
Total debt		7,600		7,530
Less: Cash and cash equivalents		883		1,814
Less: Marketable debt securities		71		79
Net debt	$	6,646	$	5,637

The following table summarizes changes in net debt for the three-month period ending March 31, 2007:

(Dollars in millions)
Net debt – beginning of year	$	5,637
Cash used for continuing operations		240
Purchases of property, plant & equipment and investments in affiliates		284
Proceeds from sales of assets		(27	)
Forward exchange contract settlements		41
Dividends paid to stockholders		347
Proceeds from exercise of stock options		(250	)
Acquisition of treasury stock		300
Effect of exchange rate changes on cash		(3	)
Other		77
Increase in net debt		1,009
Net debt – March 31, 2007	$	6,646

Guarantees and Off-Balance Sheet Arrangements

For detailed information related to Guarantees, Indemnifications, Obligations for Equity Affiliates and Others, Certain Derivative Instruments, and Synthetic Leases, see page 44 to the company’s 2006 Annual Report on Form 10-K, and Note 9 to the interim Consolidated Financial Statements.

Contractual Obligations

Information related to the company’s contractual obligations at December 31, 2006 can be found on page 46 of the company’s Annual Report on Form 10-K. There have been no significant changes to the company’s contractual obligations during the three months ended March 31, 2007. See Note 2 to the interim Consolidated Financial Statements for a description of commitments relating to tax matters.

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PFOA

DuPont manufactures fluoropolymer resins and dispersions as well as fluorotelomers marketing many of them under the Teflon^® and Zonyl^® brands. The fluoropolymer resin and dispersion businesses are part of the Electronic & Communication Technologies segment; the fluorotelomers business is part of the Safety & Protection segment.

Fluoropolymer resins and dispersions are high-performance materials with many end uses including architectural fabrics, telecommunications and electronic wiring insulation, automotive fuel systems, computer chip processing equipment, weather-resistant/breathable apparel and non-stick cookware. Fluorotelomers are used to make soil, stain and grease repellants for paper, apparel, upholstery and carpets as well as firefighting foams and coatings.

A form of PFOA (perfluorooctanoic acid and its salts, including the ammonium salt) is used as a processing agent to manufacture fluoropolymer resins and dispersions. For over 50 years, DuPont purchased its PFOA needs from a third party, but beginning in the fall of 2002, it began producing PFOA to support the manufacture of fluoropolymer resins and dispersions. PFOA is not used in the manufacture of fluorotelomers; however, it is an unintended by-product present at trace levels in some fluorotelomer-based products.

DuPont Performance Elastomers, LLC uses PFOA in its manufacture of Kalrez^® perfluoroelastomer parts and certain fluoroelastomers marketed under the Viton^® trademark. The wholly owned subsidiary is a part of the Performance Materials segment.

PFOA is bio-persistent and has been detected at very low levels in the blood of the general population. As a result, the EPA initiated a process to enhance its understanding of the sources of PFOA in the environment and the pathways through which human exposure to PFOA is occurring. In 2003, the EPA issued a preliminary risk assessment on PFOA that focuses on the exposure of the U.S. general population to PFOA and possible health effects, including developmental toxicity concerns. On January 12, 2005, the EPA issued a draft risk assessment on PFOA. The draft stated that cancer data for PFOA may be best described as “suggestive evidence of carcinogenicity, but not sufficient to assess human carcinogenic potential” under the EPA’s Guidelines for Carcinogen Risk Assessment. Under the Guidelines, the descriptor “suggestive” is typically applied to agents if animal testing finds any evidence that exposure causes tumors in one species of animal.

The EPA requested that the Science Advisory Board (SAB) review and comment on the scientific soundness of this assessment. On May 31, 2006, the SAB released its report setting forth the view, based on laboratory studies in rats, that the human carcinogenic potential of PFOA is more consistent with the EPA’s descriptor of “likely to be carcinogenic” as defined in the Guidelines for Carcinogen Risk Assessment. However, in its report the SAB indicated that additional data should be considered before the EPA finalizes its risk assessment of PFOA. Under the Guidelines the “likely” descriptor is typically applied to agents that have tested positive in more than one species, sex, strain, site or exposure route with or without evidence of carcinogenicity in humans. The EPA has acknowledged that it will consider additional data and has indicated that another SAB review will be sought after the EPA makes its risk assessment. DuPont disputes the cancer classification recommended in the SAB report. Although the EPA has stated that there remains considerable scientific uncertainty regarding potential risks associated with PFOA, it also stated that it does not believe that there is any reason for consumers to stop using any products because of concerns about PFOA.

DuPont respects the EPA’s position raising questions about exposure routes and the potential toxicity of PFOA and DuPont and other companies have outlined plans to continue research, emission reduction and product stewardship activities to help address the EPA’s questions. In January 2006, DuPont pledged its commitment to the EPA’s 2010/15 PFOA Stewardship Program. The EPA program asks participants (1) to commit to achieve, no later than 2010, a 95 percent reduction in both facility emissions and product content levels of PFOA, PFOA precursors and related higher homologue chemicals and (2) to commit to working toward the elimination of PFOA, PFOA precursors and related higher homologue chemicals from emissions and products by no later than 2015.

DuPont submitted its baseline reporting data to the EPA on October 31, 2006. The company has refined its Program commitments based on a careful review of the data, the EPA Program guidelines and the

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state of the technology. Key elements of the DuPont commitment to EPA include reducing global emissions from manufacturing facilities by 97 percent by 2007 (which incorporates the substantial achievement of 95 percent reduction as of December 31, 2006 already realized through DuPont’s ongoing reduction program); reducing PFOA content in fluoropolymer dispersions faster and further than the goals set by the Program; and, by 2010, reducing PFOA content and any residual impurities in fluorotelomer products that could break down to PFOA. DuPont will work individually and with others in the industry to inform EPA’s regulatory counterparts in the European Union, Canada, China and Japan about these activities and PFOA in general, including emissions reductions from DuPont’s facilities, reformulation of the company’s fluoropolymer dispersions and new manufacturing processes for fluorotelomers products.

DuPont has developed Echelon^TM technology that can reduce the PFOA content in fluoropolymer dispersions by 97 percent. The company has already converted 90% of its product line by volume to manufacturing processes based on Echelon^TM. In addition, the company has successfully commercialized a new, patented manufacturing process to remove greater than 97% of trace by-product levels of PFOA, its homologues and direct precursors from its fluorotelomer products. The new products are being marketed as LX Platform Products.

In November 2006, DuPont entered into an Order on Consent under the Safe Drinking Water Act (SDWA) with the EPA establishing a precautionary interim screening level for PFOA of 0.5 part per billion (ppb) in drinking water sources in the area around the Washington Works site located in Parkersburg, West Virginia. As part of the Order on Consent, DuPont will conduct a survey and perform sampling and analytical testing of certain public and private water systems in the area. DuPont is required under the agreement to offer to install water treatment systems or an EPA-approved alternative if PFOA levels are detected at or above 0.5 ppb.

In February 2007, the New Jersey Department of Environmental Protection (NJDEP) identified a preliminary drinking-water guidance level for PFOA of 0.04 ppb as part of the first phase of an ongoing process to establish a state drinking-water standard. While the NJDEP will continue sampling and evaluation of data from all sources, it has not recommended a change in consumption patterns.

Based on health and toxicological studies, DuPont believes the weight of evidence indicates that PFOA exposure does not pose a health risk to the general public. To date no human health effects are known to be caused by PFOA although study of the chemical continues. DuPont conducted a two-phase employee health study on PFOA at its Washington Works site. Results from the first phase of this study for more than 1,000 workers indicate no association between exposure to PFOA and most of the health parameters that were measured. The only potentially relevant association is a modest increase in some, but not all, lipid fractions, e.g. cholesterol, in some of the highest exposed workers. The second phase was a mortality study that involves the examination of all causes of death in more than 6,000 employees who worked at the Washington Works site during its more than fifty years of operation. Based on the observation of a modest increase in some lipid fractions in the study’s first phase, the second phase included a more detailed analysis of heart disease. No overall increase in deaths related to heart disease was found. After additional analyses of the data using different models, one analysis showed a slight increase in heart disease with increased exposure. This observation could be the result of random occurrence or it could mean a small increase in workers more heavily exposed. DuPont intends to pursue additional analyses to fully understand this statistical observation.

Currently, there are no regulatory actions pending that would prohibit the production or use of PFOA. However, there can be no assurance that the EPA or any other regulatory entity will not choose to regulate or prohibit the production or use of PFOA in the future. Products currently manufactured by the company representing approximately $1 billion of 2006 revenues could be affected by any such regulation or prohibition. DuPont has established reserves in connection with certain PFOA environmental and litigation matters (see Note 9 to the interim Consolidated Financial Statements).

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Item 4. CONTROLS AND PROCEDURES

a)	Evaluation of Disclosure Controls and Procedures
	The company maintains a system of disclosure controls and procedures for financial reporting to give reasonable assurance that information required to be disclosed in the company’s reports submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.
	As of March 31, 2007, the company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.
b)	Changes in Internal Control over Financial Reporting
	There has been no change in the company’s internal control over financial reporting that occurred during the quarter ended March 31, 2007 that has materially affected the company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

BenlateÒ

Information related to this matter is included in Note 9 to the company’s interim Consolidated Financial Statements under the heading BenlateÒ.

PFOA: Environmental and Litigation Proceedings

Information related to this matter is included in Note 9 to the company’s interim Consolidated Financial Statements under the heading PFOA.

Elastomers Antitrust Matters

Information related to this matter is included in Note 9 to the company’s interim Consolidated Financial Statements under the heading Elastomers Antitrust Matters.

Environmental Proceedings

     Acid Plants New Source Review Enforcement Action

Information related to this matter is included on page 13, Item 3, of the company’s 2006 Annual Report on Form 10-K.

     Gibson City, Illinois

Information related to this matter is included on page 14, Item 3, of the company’s 2006 Annual Report on Form 10-K.

     Beaumont, Texas

On March 14, 2007 the Texas Commission on Environmental Quality issued a proposed Agreed Order alleging violation of the Texas Water Code at DuPont’s Beaumont Texas facility. The Order was issued in response to the discharge of hazardous industrial waste to waters of the State on October 12, 2006. The Order seeks an administrative penalty of $136,400. DuPont will be engaged in settlement discussions with the TCEQ.

     Belle, West Virginia

On February 13, 2007, the West Virginia Department of Environmental Protection (WVDEP) indicated that the company’s plant in Belle, West Virginia would be assessed penalties relating to wastewater discharges between June 2004 and year-end 2006 which allegedly exceeded the daily maximum and/or monthly average permit limits for total suspended solids, biological oxygen demand, pH, temperature, and phenol. In addition, the WVDEP has made three allegations relating to leaks of seeping groundwater associated with current operations. WVDEP has indicated that it may seek a penalty in excess of $100,000. The company is in negotiations with the WVDEP on a draft Consent Order and has agreed to implement a protocol for certain inspections to ensure that there are no active discharges arising from current facility operations into the Simmons Creek without appropriate permits.

Item 1A. RISK FACTORS

The company’s operations could be affected by various risks, many of which are beyond its control. Based on current information, the company believes that the following identifies the most significant risk factors that could affect its businesses. However, the risks and uncertainties the company faces are not limited to those discussed below. Additional risks and uncertainties not presently known to the company or that the company currently believes to be immaterial also could affect its businesses. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

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Price increases for energy costs and raw materials could have a significant impact on the company’s ability to sustain and grow earnings.

The company’s manufacturing processes consume significant amounts of energy and raw materials, the costs of which are subject to worldwide supply and demand as well as other factors beyond the control of the company. Significant variations in the cost of energy, which primarily reflect market prices for oil and natural gas and raw materials affect the company’s operating results from period to period. When possible, the company purchases raw materials through negotiated long-term contracts to minimize the impact of price fluctuations. The company has taken actions to offset the effects of higher energy and raw material costs through selling price increases, productivity improvements and cost reduction programs. Success in offsetting higher raw material costs with price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the market served. If the company is not able to fully offset the effects of higher energy and raw material costs, it could have a significant impact on the company’s financial results.

Failure to develop and market new products could impact the company’s competitive position and have an adverse effect on the company’s financial results.

The company’s operating results are largely dependent on its ability to renew its pipeline of new products and services and to bring those products and services to market. This ability could be adversely affected by difficulties or delays in product development such as the inability to identify viable new products, successfully complete research and development, obtain relevant regulatory approvals, obtain intellectual property protection, or gain market acceptance of new products and services. Because of the lengthy development process, technological challenges and intense competition, there can be no assurance that any of the products the company is currently developing, or could begin to develop in the future, will achieve substantial commercial success. Sales of the company’s new products could replace sales of some of its current products, offsetting the benefit of even a successful product introduction.

The company’s results of operations could be adversely affected by litigation and other commitments and contingencies.

The company faces risks arising from various unasserted and asserted litigation matters, including, but not limited to, product liability claims, patent infringement claims and antitrust claims. The company has noted a nationwide trend in purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site remediation and punitive damages arising from alleged environmental torts without claiming present personal injuries. Various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement or changes in applicable law. A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on the company. An adverse outcome in any one or more of these matters could be material to the company’s financial results.

In the ordinary course of business, the company may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses and issue guarantees of third party obligations. If the company were required to make payments as a result, they could exceed the amounts accrued, thereby adversely affecting the company’s results of operations.

As a result of the company’s current and past operations, including operations related to divested businesses, the company could incur significant environmental liabilities.

The company is subject to various laws and regulations around the world governing the environment, including the discharge of pollutants and the management and disposal of hazardous substances. As a result of its operations, including its past operations and operations of divested businesses, the company could incur substantial costs, including cleanup costs, third-party property damage or personal injury claims. The costs of complying with complex environmental laws and regulations, as well as internal voluntary programs, are significant and will continue to be so for the foreseeable future. The ultimate costs under environmental laws and the timing of these costs are difficult to predict. The company’s accruals for such costs and liabilities may not be adequate because the estimates on which the accruals are based depend on a number of factors including the nature of the allegation, the complexity of the site, site geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with

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regulatory agencies and other Potentially Responsible Parties (PRPs) at multi-party sites and the number and financial viability of other PRPs.

The company’s ability to generate sales from genetically enhanced products, particularly seeds and other agricultural products, could be adversely affected by market acceptance, government policies, rules or regulations and competition.

The company is using biotechnology to create and improve products, particularly in its Agriculture & Nutrition segment. Demand for these products could be affected by market acceptance of genetically modified products as well as governmental policies, laws and regulations that affect the development, manufacture and distribution of products, including the testing and planting of seeds containing biotechnology traits and the import of crops grown from those seeds.

The company competes with major global companies that have strong intellectual property estates supporting the use of biotechnology to enhance products, particularly in the agricultural products and production markets. Speed in discovering and protecting new technologies and bringing products based on them to market is a significant competitive advantage. Failure to predict and respond effectively to this competition could cause the company’s existing or candidate products to become less competitive, adversely affecting sales.

Changes in government policies and laws or worldwide economic conditions could adversely affect the company’s financial results.

Sales outside the U.S. constitute more than half of the company’s revenue. The company anticipates that international sales will continue to represent a substantial portion of its total sales and that continued growth and profitability will require further international expansion. The company’s financial results could be affected by changes in trade, monetary and fiscal policies, laws and regulations, or other activities of U.S. and non-U.S. governments, agencies and similar organizations. These conditions include but are not limited to changes in a country’s or region’s economic or political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights in some countries, changes in the regulatory or legal environment, restrictions on currency exchange activities, burdensome taxes and tariffs and other trade barriers. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities and war, could lead to reduced international sales and reduced profitability associated with such sales.

Economic factors, including inflation and fluctuations in currency exchange rates, interest rates and commodity prices could affect the company’s financial results.

The company is exposed to fluctuations in currency exchange rates, interest rates and commodity prices. Because the company has significant international operations, there are a large number of currency transactions that result from international sales, purchases, investments and borrowings. The company actively manages currency exposures that are associated with monetary asset positions, committed currency purchases and sales and other assets and liabilities created in the normal course of business. Failure to successfully manage these risks could have an adverse impact on the company’s financial position, results of operations and cash flows.

Business disruptions could seriously impact the company’s future revenue and financial condition and increase costs and expenses.

Business disruptions, including supply disruptions, increasing costs for energy, temporary plant and/or power outages and information technology system and network disruptions, could seriously harm the company’s operations as well as the operations of its customers and suppliers. Although it is impossible to predict the occurrences or consequences of any such events, they could result in reduced demand for the company’s products, make it difficult or impossible for the company to deliver products to its customers or to receive raw materials from suppliers, create delays and inefficiencies in the supply chain and result in the need to impose employee travel restrictions. The company actively manages the risks within its control that could cause business disruptions to mitigate any potential impact from business disruptions regardless of cause including acts of terrorism or war, natural disasters and severe weather events. Despite these efforts, the impact from business disruptions could significantly increase the cost of doing business or otherwise adversely impact the company’s financial performance.

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Inability to protect and enforce the company’s intellectual property rights could adversely affect the company’s financial results.

Intellectual property rights are important to the company’s business. The company attempts to protect its intellectual property rights in jurisdictions in which its products are produced or used and in jurisdictions into which its products are imported. However, the company may be unable to obtain protection for its intellectual property in key jurisdictions. Additionally, the company has designed and implemented internal controls to restrict access to and distribution of its intellectual property, including confidential information and trade secrets. Despite these precautions, it is possible that unauthorized parties may access and use such property. When misappropriation is discovered, the company reports such situations to the appropriate governmental authorities for investigation and takes measures to mitigate any potential impact.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table summarizes information with respect to the company’s purchases of its common stock during the three months ended March 31, 2007:

2001 Plan

2005 Plan

Approximate

Approximate

Total Number

Value of

Total Number

Value of

of Shares

Shares That

of Shares

Shares That

Purchased as

May Yet be

Purchased as

May Yet be

Average

Part of Publicly

Purchased

Part of Publicly

Purchased

Total Shares

Price Paid

Announced

(Dollars in

Announced

(Dollars in

Month

Purchased

Per Share

Program1

millions)

Program2

millions)

February

3,695,000

$

51.11

—

$

1,038

3,695,000

$

1,506

March

2,176,844

$

51.06

—

2,176,844

$

1,395

Total

5,871,844

$

51.09

—

5,871,844

1

In June 2001, the Board of Directors authorized up to $2 billion for repurchases of the company’s common stock. There were no purchases of the company’s common stock under this plan during the three months ended March 31, 2007. As of March 31, 2007, cumulative purchases of common stock under this plan are 20.5 million shares at a cost of $962 million. There is no expiration date on the current authorization and no determination has been made by the company to suspend or cancel purchases under the plan.

2

In October 2005, the Board of Directors authorized a $5 billion share buyback plan. During the three months ended March 31, 2007, the company purchased 5.9 million shares at a cost of $300 million. As of March 31, 2007, cumulative purchases of common stock under this plan are 84.0 million shares at a cost of $3.6 billion. There is no expiration date on the current authorization and no determination has been made by the company suspend or cancel purchases under the plan.

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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders was held on April 25, 2007. A total of 802,790,478 shares of common stock were voted in person or by proxy, representing 87 percent of the shares entitled to be voted. The following are the voting results on proposals considered and voted upon at the meeting, all of which are described in the company’s 2007 proxy statement.

1. Election of Directors. The 11 nominees listed below were elected to serve on the Board of Directors for the ensuing year.

Director	Votes Cast For		Votes Withheld
R. H. Brown		782,230,094		20,560,384
R. A. Brown		786,407,218		16,383,260
B. P. Collomb		786,112,648		16,677,830
C. J. Crawford		779,143,283		23,647,195
J. T. Dillon		781,120,933		21,669,545
E. I. du Pont		782,251,821		20,538,657
C. O. Holliday, Jr.		779,779,739		23,010,739
L. D. Juliber		783,808,043		18,982,435
M. Naitoh		786,043,824		16,746,654
S. O’Keefe		784,252,411		18,538,067
W. K. Reilly		780,133,089		22,657,389

							Broker
	For		Against		Abstentions		Non-Votes
2.   Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm.		787,532,460		5,714,655		9,543,363	—
3.   Management Proposal requesting adoption of the DuPont Equity and Incentive Plan providing for equity-based and cash incentive awards to certain company employees, directors and consultants.		587,370,005		66,318,689		12,278,784		136,823,000
4.   Stockholder proposal requesting a review and report to shareholders on the company’s internal controls related to potential adverse impacts associated with genetically modified organisms.		40,773,095		540,416,624		84,777,759		136,823,000
5.   Stockholder proposal requesting the Board of Directors create a committee to report on the community impact of plant closures and mitigation alternatives.		24,709,383		556,818,507		84,439,588		136,823,000
6.   Stockholder proposal requesting a report on PFOA compounds used in DuPont products and evaluation of a phase-out of the use of PFOA in production of products and development of substitutes.		132,910,955		447,087,478		85,969,045		136,823,000
7.   Stockholder proposal requesting a report on the company’s annual expenditures, including remediation, over a ten-year period relating to environmental pollution from PFOA related fluorocarbon compounds or dioxins.		36,089,711		544,249,493		85,628,274		136,823,000

34

							Broker
	For		Against		Abstentions		Non-Votes
8.   Stockholder proposal requesting a Global Warming Right to Know report.		29,112,057		553,646,028		83,209,393		136,823,000
9.   Stockholder proposal requesting a report on reducing potential harm from potential catastrophic chemical releases by increasing inherent security at DuPont facilities.		39,067,556		542,134,761		84,765,161		136,823,000

Item 6. EXHIBITS

The exhibit index filed with this Form 10-Q is on pages 37-39.

35

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
Date:	May 2, 2007
By:	/s/ Jeffrey L. Keefer
	Jeffrey L. Keefer
	Executive Vice President and
	Chief Financial Officer
	(As Duly Authorized Officer and
	Principal Financial and Accounting Officer)

36

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Company’s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the company’s Annual Report on Form 10-K for the year ended December 31, 2002).
3.2	Company’s Bylaws, as last revised January 1, 1999 (incorporated by reference to Exhibit 3.2 of the company’s Annual Report on Form 10-K for the year ended December 31, 2003).
4	The company agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of the company and its subsidiaries.
10.1*	The DuPont Stock Accumulation and Deferred Compensation Plan for Directors, as last amended effective January 1, 2007.
10.2*	Terms and conditions of time-vested restricted stock units to non-employee directors and the company’s Stock Accumulation and Deferred Compensation Plan (incorporated by reference to the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2005).
10.3*	Terms and conditions of time-vested restricted stock units granted in 2007 to non-employee directors under the company’s Stock Accumulation and Deferred Compensation Plan.
10.4*	Company’s Supplemental Retirement Income Plan, as last amended effective June 4, 1996 (incorporated by reference to Exhibit 10.3 of the company’s Annual Report on Form 10-K for the year ended December 31, 2006).
10.5*	Company’s Pension Restoration Plan, as restated effective July 17, 2006 (incorporated by reference to Exhibit 99.1 of the company’s Current Report on Form 8-K filed on July 20, 2006).
10.6*	Company’s Rules for Lump Sum Payments adopted July 17, 2006 (incorporated by reference to Exhibit 99.2 of the company’s Current Report on Form 8-K filed on July 20, 2006).
10.7*	Company’s Stock Performance Plan, as last amended effective January 25, 2007.
10.8*	Terms and conditions, as last amended effective January 1, 2007, of performance-based restricted stock units granted in 2005 under the company’s Stock Performance Plan.
10.9*	Terms and conditions, as last amended effective January 1, 2007, of performance-based restricted stock units granted in 2006 under the company’s Stock Performance Plan.
10.10*	Terms and conditions of stock appreciation rights granted in 2007 under the company’s Stock Performance Plan.
10.11*	Terms and conditions of stock options granted in 2007 under the company’s Stock Performance Plan.
10.12*	Terms and conditions of performance-based restricted stock units granted in 2007 under the company’s Stock Performance Plan.
10.13*	Terms and conditions of time-vested restricted stock units granted in 2007 under the company’s Stock Performance Plan.

37

EXHIBIT INDEX
(continued)

Exhibit
Number	Description
10.14*	Company’s Variable Compensation Plan, as last amended effective April 30, 1997 (incorporated by reference to pages A1-A3 of the company’s Annual Meeting Proxy Statement dated March 21, 2002).
10.15*	Company’s Salary Deferral & Savings Restoration Plan, as last amended effective January 1, 2007 (incorporated by reference to Exhibit 10.11 of the company’s Annual Report on Form 10-K for the period ended December 31, 2006).
10.16*	Company’s Retirement Savings Restoration Plan adopted effective January 1, 2007 (incorporated by reference to Exhibit 10.12 of the company’s Annual Report on Form 10-K for the period ended December 31, 2006).
10.17*	Company’s Retirement Income Plan for Directors, as last amended August 1995 (incorporated by reference to Exhibit 10.7 of the company’s Annual Report on Form 10-K for the year ended December 31, 2002).
10.18*	Letter Agreement and Employee Agreement, dated as of July 30, 2004, as amended, between the company and R. R. Goodmanson (incorporated by reference to Exhibit 10.8 of the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004).
10.19	Company’s Bicentennial Corporate Sharing Plan, adopted by the Board of Directors on December 12, 2001 and effective January 9, 2002 (incorporated by reference to Exhibit 10.12 of the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.20	Purchase Agreement by and among the company as Seller and the other Sellers Identified Therein and KED Fiber Ltd. and KED Fiber LLC as Buyers, dated as of November 16, 2003 (incorporated by reference to Exhibit 10.12 of the company’s Annual Report on Form 10-K for the year ended December 31, 2003). The company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
10.21	Amendment to the Purchase Agreement dated December 23, 2003, by and among the company as Seller and the Other Sellers Identified Therein and KED Fiber Ltd. and KED Fiber LLC as buyers (incorporated by reference to Exhibit 10.13 of the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004). The company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
10.22	Amendment to the Purchase Agreement dated April 7, 2004, by and among the company as Seller and the Other Sellers Identified Therein and KED Fiber Ltd. and KED Fiber LLC as buyers (incorporated by reference to Exhibit 10.14 of the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004). The company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
10.23	Amendment to the Purchase Agreement dated April 22, 2004, by and among the company as Seller and the Other Sellers Identified Therein and KED Fiber Ltd. and KED Fiber LLC as buyers (incorporated by reference to Exhibit 10.15 of the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004). The company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
12	Computation of Ratio of Earnings to Fixed Charges.
31.1	Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Financial Officer.

38

EXHIBIT INDEX
(continued)

Exhibit
Number	Description
32.1	Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
32.2	Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.

^* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-Q.

39

EX-10.1

Exhibit 10.1

E. I. DU PONT DE NEMOURS AND COMPANY

STOCK ACCUMULATION AND DEFERRED
COMPENSATION PLAN FOR DIRECTORS
(As last amended, January 1, 2007)

1.	PURPOSE OF THE PLAN
	The purpose of the DuPont Stock Accumulation and Deferred Compensation Plan for Directors (the “Plan”) is (1) to further the identity of interests of members of the Board of Directors of E. I. du Pont de Nemours and Company (the “Company”) with those of the Company’s stockholders generally through the grant of time-vested restricted DuPont common stock units payable in cash, and (2) to permit Directors to defer the payment of all or a specified part of their compensation for services performed as Directors.
2.	ELIGIBILITY
	Members of the Board of Directors of the Company who are not employees of the Company or any of its subsidiaries or affiliates and who do not receive a form of compensation for Board service in lieu of customary Directors’ fees shall be eligible to receive time-vested restricted stock units under the Plan. Members of the Board of Directors of the Company who are not employees of the Company or any of its subsidiaries or affiliates shall be eligible under this Plan to defer compensation for services performed as Directors.
3.	ADMINISTRATIONS AND AMENDMENT
	The Plan shall be administered by the Compensation Committee of the Board of Directors (the “Committee”). The decision of the Committee with respect to any questions arising as to the interpretation of this Plan, including the severability of any and all of the provisions thereof, shall be final, conclusive and binding. The Board of Directors of the Company reserves the right to modify the Plan from time to time, or to repeal the Plan entirely, provided, however, that (1) no modification of the Plan shall operate to annul an election already in effect for the current calendar year or any preceding calendar year; and (2) to the extent required under Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”), Plan provisions relating to the amount, price and timing of time-vested restricted stock unit grants shall not be amended more than once every six months, except that the foregoing shall not preclude any amendment necessary or desirable to conform to changes in applicable law, including, but not limited to, changes in the Internal Revenue Code.
	The Committee is authorized, subject to the provisions of the Plan, from time to time to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations and take such steps in connection therewith as it deems necessary or advisable.
4.	COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT / CHANGE IN LAW
	It is the Company’s intent that the Plan comply in all respects with Rule 16b-3 of the Exchange Act, or its successor, and any regulations promulgated thereunder. If any provision of this Plan is found not to be in compliance with such rule and regulations, the provision shall be deemed null and void, and the remaining provisions of the Plan shall continue in full force and effect. All transactions under this Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act and the regulations promulgated thereunder.

	The Board of Directors may, in its sole discretion, modify the terms and conditions of this Plan in response to and consistent with any changes in applicable law, rule or regulation.
5.	TIME-VESTED RESTRICTED STOCK UNIT GRANTS

a.	Annual Grant: Subject to action by the Board of Directors, and effective upon such date as the Board of Directors may determine, each Director eligible under Article 2 hereof shall be awarded an annual grant of time-vested restricted stock units of the Company payable in cash, with each such grant having a fair market value on date of grant of $115,000. A director elected to the Board at a time after an annual time-vested restricted stock unit grant is made shall, without further action by the Board of Directors, receive a grant of time-vested restricted stock units of the Company payable in cash, with any such grant having a fair market value on the date of grant of $115,000, following his/her first attendance at a Board Meeting. Any such grant shall be subject to the terms and conditions applicable to the annual grant, and shall be effective on the first business day of the month following the month in which the Director attends his/her first Board Meeting. Under no circumstances shall a Director receive more than one time-vested restricted stock unit grant in any calendar year under this Plan.
b.	Restriction Period: For a period as the Board of Directors shall determine, from the effective date of the grant (“restriction period”) grantee may not sell, gift, or otherwise transfer or dispose of any of the units except as described below.
c.	Dividend Equivalents: From time to time, the Board of Directors may attach a dividend equivalent right to the time-vested restricted stock units. Dividend equivalents are an amount equal to any cash dividends (or the fair market value of dividends paid in property other than dividends payable in DuPont common stock) payable on the total number of shares represented by the total number of outstanding units in grantee’s account will be allocated to grantee’s account in the form of units based upon the stock price on the dividend payment date. Any dividend units payable on such number of shares will be allocated in the form of whole and fractional units. The stock price shall be the closing price of DuPont common stock as reported on the Composite Tape of the New York Stock Exchange.
d.	Tax Withholding: Grantees may use shares of stock to satisfy withholding taxes relating to the grants under this Plan to the extent provided in terms and conditions established by the Committee.
e.	Termination of Time-Vested Restricted Stock Units: (i) The Board of Directors shall, subject to the provisions of the Plan, determine the rules relating to the rights of a grantee in the event a grantee ceases to be a Director of the Company or in the event of his or her death or disability.
	(ii) A grantee shall forfeit all rights under time-vested restricted stock unit awards granted hereunder if the Board of Directors, after a hearing at which the grantee shall be entitled to be present, shall find that the grantee has willfully engaged in any activity harmful to the interest of the Company or any of its subsidiaries or affiliates provided, however, that such time-vested restricted stock units may continue in effect to such extent and under such circumstances as the Board of Directors may determine.
f.	Adjustment: (i) In the event of any stock dividend, split-up, reclassification or other analogous change in capitalization, the Committee shall make such adjustments, in light of the change, as it deems to be equitable, both to the grantee and to the Company, in the number of time-vested restricted stock units. Furthermore, in the event of a distribution to common stockholders other than interim or year-end dividends declared as such by the Board of Directors, the Committee shall make such adjustments, in light of the distribution, as it deems to be equitable, both to the grantee and to the Company, in respect to the item described herein.

(ii) any fractional share units resulting from adjustments made pursuant to this subparagraph shall be eliminated.

6.	ELECTION TO DEFER AND FORM OF PAYMENT
	On or before December 31 of any year, a Director may elect to defer, until a specified year or retirement as a Director of the Company, the payment of all or a specified part of all fees payable to the Director for services as a Director during the calendar year following the election in the form of cash or stock units. In addition, as part of such election, a Director shall elect the form of payment (lump sum or annual installments). Any person who shall become a Director during any calendar year, and who was not a Director of the Company on the preceding December 31, may elect, within thirty days after election to the Board, to defer in the same manner the receipt of the payment of all or a specified part of fees not yet earned for the remainder of that calendar year in the form of cash or stock units. Elections shall be made by written notice delivered to the Secretary of the Committee. All such elections as to deferral and form of payment are irrevocable.
7.	DIRECTORS’ ACCOUNTS
	Fees deferred in the form of cash shall be held in the general funds of the Company and shall be credited to an account in the name of the Director. On the first day of each quarter, interest shall be credited to each account calculated on the basis of the cash balance in each account on the first day of each month of the preceding quarter at the Prime Rate of Morgan Guaranty Trust Company of New York (or at such other rate as may be specified by the Committee from time to time) in effect on the first day of each month. Fees deferred in the form of stock units shall be allocated to each Director’s account based on the closing price of the Company’s common stock as reported on the Composite Tape of the New York Stock Exchange (“Stock Price”) on the date the fees would otherwise have been paid. The Company shall not be required to reserve or otherwise set aside shares of common stock for the payment of its obligations hereunder, but shall make available as and when required a sufficient number of shares of common stock to meet the needs of the Plan. An amount equal to any cash dividends (or the fair market value of dividends paid in property other than dividends payable in common stock of the Company) payable on the number of shares represented by the number of stock units in each Director’s account will be allocated to each Director’s account in the form of stock units based upon the Stock Price on the dividend payment date. Any stock dividends payable on such number of shares will be allocated in the form of stock units. If adjustments are made to outstanding shares of common stock as a result of split-ups, recapitalizations, mergers, consolidations and the like, an appropriate adjustment shall also be made in the number of stock units in a Director’s account. Stock units shall not entitle any person to rights of a stockholder unless and until shares of Company common stock have been issued to that person with respect to stock units as provided in Article 8.
8.	PAYMENT FROM DIRECTORS’ ACCOUNTS
	The aggregate amount of deferred fees, together with interest and dividend equivalents accrued thereon, shall be paid in accordance with the deferral and form of payment election made by the Director under paragraph 6. Amounts deferred to a specified year shall only be paid in a lump sum and shall be paid promptly at the beginning of that specified year. Amounts deferred to retirement payable in a lump sum shall be paid, promptly at the beginning of the calendar year following a Director’s retirement. Installment payments with respect to amounts deferred to retirement shall be paid promptly at the beginning of the calendar year after a Director’s retirement and promptly after the beginning of each succeeding calendar year until the entire amount credited to the Director’s account shall have been paid. With respect to directors fees, amounts credited to a Director’s account in cash shall be paid in cash and amounts credited in stock units shall be paid in one share of common stock of the Company for each stock unit, except that a cash payment will be made with any final installment for any fraction of a stock unit remaining in the Director’s account. Such fractional share shall be valued at the closing Stock Price on the date of settlement. Restricted Stock Units that have been deferred shall be paid in cash, each unit to equal the value of one share of DuPont common

	stock based on the average of the high and low prices of DuPont common stock as reported on the Composite Tape of the New York Stock Exchange as of the effective date of payment.
9.	PAYMENT IN EVENT OF DEATH
	A Director may file with the Secretary of the Committee a written designation of a beneficiary for his or her account under the Plan on such form as may be prescribed by the Committee, and may, from time to time, amend or revoke such designation. If a Director should die before all deferred amounts credited to the Director’s account have been distributed, the balance of any deferred fees and interest and dividend equivalents then in the Director’s account shall be paid promptly to the Director’s designated beneficiary. If the Director did not designate a beneficiary, or in the event that the beneficiary designated by the Director shall have predeceased the Director, the balance in the Director’s account shall be paid promptly to the Director’s estate.
10.	NONASSIGNABILITY
	During a Director’s lifetime, the right to any time-vested restricted stock units, or the right to any deferred fees, including interest and dividend equivalents thereon, shall not be transferable or assignable, except as may otherwise be provided in rules established by the Committee.
11.	GOVERNING LAW
	The validity and construction of the Plan shall be governed by the laws of the State of Delaware.
12.	EFFECTIVE DATE
	This Plan shall become effective as of January 1, 1996, provided it is approved by stockholders at the Company’s 1996 Annual Meeting, and shall continue in full force and effect until terminated by the Board of Directors.

EX-10.3

Exhibit 10.3

TERMS AND CONDITIONS

TIME-VESTED

RESTRICTED STOCK UNITS GRANTED IN 2007

TO NON-EMPLOYEE DIRECTORS

UNDER STOCK ACCUMULATION AND DEFERRED COMPENSATION PLAN

STOCK ACCUMULATION AND DEFERRED COMPENSATION PLAN
TERMS AND CONDITIONS OF
TIME-VESTED RESTRICTED STOCK UNITS GRANTED IN 2007

1.	GRANT
	You (hereinafter “grantee”) were granted time-vested restricted DuPont common stock units (“units”) effective February 7, 2007.
2.	RESTRICTION PERIOD – THREE YEAR PHASE-IN
	For a period of three-years from the effective date of the grant (“restriction period”) grantee may not sell, gift, or otherwise transfer or dispose of any of the units except as described below.
	If grantee remains a DuPont Director at the end of one year following the effective date of the grant, one-third of the units in the grantee’s account including dividend equivalents will vest and be converted to cash, subject to other provisions of these terms and conditions.
	If grantee remains a DuPont Director on each of the next two succeeding anniversaries of the effective date of the grant, an additional one-third of the units, including dividend equivalents, will vest and be converted to cash, subject to other provisions of these terms and conditions.
	The units converted to cash beginning on the first and second anniversaries shall be rounded down to the nearest whole unit while the balance of the units will be converted to cash on the third anniversary.
3.	FORFEITURE
	If grantee ceases to be a DuPont Director for any reason, including, but not limited to, resignation, prior to the expiration of the applicable restriction periods, all rights to the units and all amounts in grantee’s account shall be forfeited, except as otherwise may be specifically provided in these terms and conditions.
	At any time during the restriction period, all amounts in grantee’s account shall be forfeited if the grantee is terminated for cause, defined as willfully engaging in any activity, which is harmful to the interest of the Company.
4.	DIVIDEND EQUIVALENTS
	An amount equal to any cash dividends (or the fair market value of dividends paid in property other than dividends payable in DuPont common stock) payable on the total number of shares represented by the total number of outstanding units in grantee’s account will be allocated to grantee’s account in the form of units based upon the stock price on the dividend payment date. Any dividend units payable on such number of shares will be allocated in the form of whole and fractional units. The stock price shall be the closing price of DuPont common stock as reported on the Composite Tape of the New York Stock Exchange.
5.	PAYMENT FROM GRANTEE’S ACCOUNT
	Units shall be paid as soon as practicable in cash. The value of each unit will equal the value of one share of DuPont common stock based on the average of the high and low prices of DuPont common stock as reported on the Composite Tape of the New York Stock Exchange as of the effective date of payment. Any fraction of a unit will be equal to the fractional value of a share of DuPont common stock.
6.	PAYMENT IN EVENT OF DISABILITY OR DEATH
	In the event grantee becomes disabled, as such term is defined in Company benefit plans (“disability”), or dies, all units in grantee’s account will be paid promptly, provided grantee’s death or disability occurs at least six months after the grant date and provided further that grantee was an active Director of the Company through the date of death or disability. If the grantee’s death,

-2-

	disability, or termination occurs prior to expiration of such six-month period, all units shall be forfeited.
	In the event of death, all units in grantee’s account will be paid promptly to the person(s) specified in the last beneficiary designation form filed with the Company. If no designation form has been completed or if the designated beneficiary shall have predeceased grantee, the balance in grantee’s account shall be paid promptly to grantee’s estate.
7.	PAYMENT IN EVENT OF RETIREMENT
	In the event of grantee’s retirement, all units in grantee’s account will remain subject to the restriction period, and will be paid as soon as practicable after expiration of the applicable restriction periods provided grantee’s retirement occurs at least six months after the grant date and provided further that grantee was a Director of the Company through the date of retirement. If the grantee’s retirement occurs prior to the expiration of such six-month period, all units shall be forfeited.
8.	WITHHOLDING
	To the extent required, withholding for federal, state and local taxes will occur in connection with vesting of the restricted stock units. Withholding taxes shall be determined based on the fair market value (the average of the high and low prices of DuPont stock on the NYSE-Composite Transactions Tape) on the date for determining the amount of withholding tax due.
9.	ADJUSTMENTS
	In the event of any stock dividend, split-up, reclassification or other change in capitalization, an equitable adjustment will be made in the number of units in grantee’s account.
10.	INTERPRETATION
	The decision of the Compensation Committee with respect to any question arising as to the interpretation of the Stock Accumulation and Deferred Compensation Plan for Directors as it affects this grant of time-vested restricted stock units, or as to interpretation of these terms and conditions, shall be final, conclusive and binding.
11.	NO ACQUIRED RIGHTS
	This grant is made at the discretion of Board of Directors of the Company, and should not be construed to imply an entitlement to any future grants of a like or different nature.
12.	INCORPORATION OF STOCK ACCULUMATION AND DEFERRED COMPENSATION PLAN FOR DIRECTORS
	In addition to the terms and conditions set forth above, this grant is also subject to the other applicable provisions of the Stock Accumulation and Deferred Compensation Plan for Directors.

-3-

EX-10.7

Exhibit 10.7

STOCK PERFORMANCE PLAN

I.	PURPOSES
	The purposes of this Stock Performance Plan (the “Plan”) are: (a) to provide greater incentive for employees who are or will be primarily responsible for the growth and success of the business to exert their best efforts on behalf of E. I. du Pont de Nemours and Company (“the Company”); and (b) to further the identity of interests of such employees with those of the Company’s stockholders generally by encouraging them to acquire stock ownership in the Company.
II.	FORM OF GRANTS

1.	Grants under this Plan may be made in the form of stock options, stock options accompanied by stock appreciation rights, restricted shares or units (“restricted stock”) or a combination of any of these forms and may be made in replacement of or as alternatives to salary or grants under any other plan or program of a plan company.
2.	Stock options to purchase shares of the Company’s common stock granted under this Plan may be either incentive, performance or other stock options qualified under the Internal Revenue Code as in effect from time to time (“qualified stock options”) or stock options that are not qualified under the Internal Revenue Code (“nonqualified stock options”), or a combination of qualified and nonqualified stock options.
3.	Stock appreciation rights may be granted by the Company under this Plan upon such terms and conditions as the Compensation Committee may determine. Such rights may be granted only when they accompany the concurrent grant of stock options. Each stock appreciation right shall give the grantee the right to receive a payment equal to the excess of the fair market value of a share of the Company’s common stock on the date when such right is exercised over the option price provided for in the accompanying stock option. Such rights may be exercised only if the grantee exercises the accompanying stock option by purchasing one share of the Company’s common stock for each stock appreciation right exercised. The number of shares subject to exercise under an accompanying stock option shall be automatically reduced by one share for each stock appreciation right exercised.
4.	Restricted stock granted under this Plan shall be subject to restriction, such as forfeiture and a minimum vesting period. A grantee of restricted shares shall generally have all incidents of ownership in the restricted shares, including the right to dividends and to vote (unless otherwise restricted). Restricted shares may be evidenced by book-entry registration, a stock certificate registered in the grantee’s name but held in the Company’s custody or issuance of an appropriate legended stock certificate, as determined by the Compensation Committee.

III. LIMITATIONS ON GRANTS

1.

The aggregate number of shares of the Company’s stock which may be made subject to stock options granted under this Plan shall not exceed 72,000,000, or 5% of such number for any optionee, during any five consecutive years, of which only 12,000,000 shares may be subject to restricted stock grants. The number of stock appreciation rights which may be granted to any optionee under this Plan shall not exceed 50% of the number of shares made subject to an accompanying stock option.

2.

If any stock option or restricted stock (without benefit of dividends) granted under this Plan shall terminate or expire for any reason without having been exercised or vested in full, the shares not acquired under such grant shall become available again for further grants under this Plan; provided also, that shares withheld by or tendered to the Company as payment fo exercise price or other consideration or satisfaction of withholding taxes shall become available again for further grants to employees who are not executive officers; provided, however, that the shares which become so available for further grants shall not include any shares as to which a stock option has been reduced by reason of receiving payments under accompanying stock appreciation rights. The limitations set forth above shall be subject to adjustment as provided in Article XII hereof.

IV. ADMINISTRATION

1.	Except as otherwise specifically provided, the Plan shall be administered by the Compensation Committee of the Company’s Board of Directors. The Compensation Committee shall be elected pursuant to the Bylaws of the Company, and the members thereof shall be ineligible for grants while serving on said Committee.
2.	The Compensation Committee is authorized, subject to the provisions of the Plan, from time to time to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations and take such steps in connection therewith as it deems necessary or advisable.
3.	The Compensation Committee shall, subject to the provisions of the Plan, determine the time or times when stock options will be granted, which employees, if any, shall be granted stock options, the types of stock options to be granted, whether they shall be granted singly or in combination, when they shall be exercisable, the number of shares to be covered by each stock option or options, and the terms and conditions of such stock options; which employees, if any, shall also be granted accompanying stock appreciation rights, the number of stock appreciation rights which shall be granted to each of them, and the terms and conditions of such rights; and the time or times when restricted stock will be granted, which employees, if any, shall be granted restricted stock, the number of restricted shares to be granted, the restrictions or conditions on the right to transfer or dispose of such shares, and the terms and conditions of such restricted stock, including the number, amount, and timing of vesting increments.
4.	The decision of the Compensation Committee with respect to any questions arising as to interpretation of this Plan, including the severability of any and all of the provisions thereof, shall be final, conclusive and binding.
5.	The Company’s Board of Directors may elect a Special Stock Performance Committee pursuant to the Bylaws of the Company which shall have and may exercise all the rights, powers and duties of the Compensation Committee specified in this Plan for purposes of making grants for significant achievements by employees who are not directors or executive officers of the Company. The Special Stock Performance Committee may also

be authorized by the Compensation Committee to assume certain administrative responsibilities under this Plan.

V. ELIGIBILITY FOR GRANTS

1.

Grants under this Plan may be made to employees (including those who are directors or executive officers of the Company) as determined by the Compensation Committee (or Board of Directors, if the grantee is a director of the Company). In determining those employees to whom grants are to be made, the Compensation Committee (or Board of Directors, if the grantee is a director of the Company) may take into consideration present and potential contributions to the Company’s success by such employees, and any other factors which the Compensation Committee (or Board of Directors, if the grantee is a director of the Company) may deem relevant in connection with accomplishing the purposes of the Plan.

2.

The term “employee” may include an employee of a corporation or other business entity in which the Company shall directly or indirectly own fifty percent or more of the outstanding voting stock or other ownership interest, but shall exclude any director who is not also an officer or a full-time employee of a plan company. The term “plan company” as used in this Plan shall mean a business entity whose employees are eligible for grants under this Plan. The term “grantee” as used in this Plan means an employee to whom a grant has been made under this Plan or, where appropriate, his or her successor in interest upon death.

VI. RECOMMENDATIONS AND GRANTS

1.	Recommendations for grants to members of the Board of Directors shall be made by the Compensation Committee. Recommendations for grants to employees who are not members of the Board of Directors shall be made to the Compensation Committee by the Office of the Chief Executive.
2.	Any grant to a director shall be made in the sole discretion of the Board of Directors, a majority of whose members taking final action on any such grant shall be ineligible for grants under Article V. Any grant to an employee who is not a member of the Board of Directors shall be made by the Compensation Committee which shall take final action on any such grant.
3.	Grants may be made at any time under this Plan and in any of the forms or combinations thereof provided in Article II hereof. A grantee may receive and may hold more than one grant under this Plan.
4.	The date on which a grant shall be deemed to have been made under this Plan shall be the date of the Compensation Committee (or Board of Directors, if the grantee is a director) authorization of the grant or such later date as may be determined by the Compensation Committee (or Board of Directors, if the grantee is a director) at the time the grant is authorized. Each grantee shall be advised in writing by the Company of a grant and the terms and conditions thereof, which terms and conditions, as the Compensation Committee from time to time shall determine, shall not be inconsistent with the provisions of this Plan.

VII.

OPTION PRICE

The price per share of the Company’s common stock which may be purchased upon exercise of a stock option granted under this Plan shall be determined by the Compensation Committee, but shall in no event be less than the fair market value of such share on the date the stock option is granted, and in no event less than the par value thereof. The price so determined also shall be applicable to any accompanying stock appreciation right. For purposes of this Plan, fair market value shall be the closing price of the Company’s common stock as reported on the “NYSE-Composite Transactions Tape” on the date of grant of a stock option or the date of exercise of a stock option or stock appreciation right, or if no sales of such stock were reported on said Tape on such date, the closing price of such stock on the next preceding day on which sales were reported on said Tape. Such price shall be subject to adjustment as provided in Article XII hereof.

VIII.	OPTION TERM
	The term of each stock option and each stock appreciation right granted under this Plan shall be for such period as the Compensation Committee shall determine, but not for more than ten years from date of grant.
IX.	EXERCISE OF OPTIONS

1.	Subject to the provisions of this Plan, each stock option and each stock appreciation right granted hereunder shall be exercisable on such date or dates and during such period and for such number of shares or stock appreciation rights as the Compensation Committee may determine. However, in no event shall a stock option or stock appreciation right be exercisable prior to six months from date of grant. The Compensation Committee may fix from time to time a minimum number of shares which must be purchased at the time a stock option is exercised.
2.	A grantee electing to exercise a stock option shall at the time of exercise pay the Company the full purchase price of the shares he or she has elected to purchase. Payment of the purchase price shall be made in cash, the Company’s common stock (valued at fair market value on the date of exercise), or a combination thereof, as the Compensation Committee may determine from time to time. A grantee electing to exercise a stock appreciation right granted under this Plan shall so notify the Company at the same time he or she elects to exercise an accompanying stock option. Payment by the Company for such stock appreciation right may be in cash, common stock (valued at fair market value on date of exercise), or a combination thereof, as the Compensation Committee may determine from time to time, but no fractional share of common stock shall be delivered. With respect to shares of the Company’s common stock to be delivered upon exercise of a stock option or a stock appreciation right, the Compensation Committee shall periodically determine whether, and to what extent, such stock shall be in the form of new common stock issued for such purposes, or common stock acquired by the Company.
3.	Notwithstanding any other provision of this Plan, when the fair market value of a share of the Company’s common stock on the date a grantee elects to exercise a stock option is less than such amount per share as may be determined by the Compensation Committee from time to time, the Company may at its election pay the grantee in cash for each share he or she elected to purchase an amount equal to the excess of such fair market value over the option price provided for in the stock option. The Compensation Committee shall periodically determine whether the Company shall make such cash payment upon exercise of a stock option. When the Company makes a payment to the

grantee under this paragraph 3 of Article IX, it shall not require the grantee to tender the full purchase price of the shares he or she has elected to purchase, the Company’s obligation to issue or deliver such shares shall be null and void, and the right to purchase such number of shares subject to option shall be terminated. Such payment by the Company shall be deemed to be an exercise of a stock option and the purchase of shares thereunder for purposes of paragraph 3 of Article II and Article III.

X.	NONTRANSFERABILITY OF GRANTS
	During a grantee’s lifetime no stock option or stock appreciation right granted under this Plan shall be transferable, and stock options and stock appreciation rights may be exercised only by the grantee, except as may otherwise be provided in rules established by the Compensation Committee to permit transfers or to authorize a third party to act on behalf of the grantee with respect to any stock options or stock appreciation rights.
XI.	TERMINATION OF EMPLOYMENT

1.	The Compensation Committee shall, subject to the provisions of the Plan, determine the rules relating to rights under stock options, stock appreciation rights and restricted grants upon a grantee’s termination of employment.
2.	A grantee shall forfeit all rights under stock options, stock appreciation rights and restricted stock grants -

(a)	if the grantee is dismissed or leaves the service of the plan companies for any reason other than his or her death, or retirement pursuant to the provisions of the pension or retirement plan or policy of a plan company, or
(b)	if the grantee retires pursuant to the provisions of the pension or retirement plan or policy of a plan company, and if thereafter the Compensation Committee, after a hearing at which the grantee shall be entitled to be present, shall find that he or she has willfully engaged in any activity which is harmful to the interest of any of such companies;

provided, however, that such stock options, stock appreciation rights and restricted stock grants may continue in effect to such extent and under such conditions as the Compensation Committee may determine; and provided, further, that the Compensation Committee may accelerate or waive any restrictions or conditions applicable to restricted stock grants, in whole or in part, based on such factors and criteria as the Compensation Committee may determine.

3.

Upon the death of the grantee or his or her retirement pursuant to the provisions of the pension or retirement plan or policy of a plan company, whichever shall first occur, the number of shares subject to option and the number of stock appreciation rights shall be limited to that number of shares and rights which the grantee could have acquired or exercised under the terms of his or her grant or grants on the date of such death or retirement, and the options or rights representing the remainder of the grant or grants shall terminate.

XII. ADJUSTMENTS

1. In the event of any stock dividend, split-up, reclassification or other analogous change in capitalization, the Compensation Committee shall make such adjustments, in the light of the change, as it deems to be equitable, both to the grantees and to the Company, in -

(a) the number of shares and prices per share applicable to outstanding stock options,

(b)	the number of outstanding stock appreciation rights and their price,
(c)	the number of shares applicable to outstanding restricted stock grants,
(d)	the aggregate limitation set forth in Article III with respect to the number of shares which may be made subject to options and restricted stock grants.

	Furthermore, in the event of a distribution to common stockholders other than interim or year-end dividends declared as such by the Board of Directors, the Compensation Committee shall make such adjustments, in the light of the distribution, as it deems to be equitable, both to the grantees and to the Company, in respect of the items described in (a), (b) and (c) above.
2.	Any fractional shares or fractional stock appreciation rights resulting from adjustments made pursuant to this Article shall be eliminated.

XIII.

AMENDMENTS

The Board of Directors reserves the right to modify this Plan from time to time or to repeal the Plan entirely, or to direct the discontinuance of grants either temporarily or permanently; provided, however, that no modification of this Plan shall operate to annul, without the consent of the grantee, a grant already made hereunder; provided, also, that no modification without approval of the stockholders shall -

(a)	increase the number of shares which may be made subject to stock options or restricted stock grants, or the number of stock appreciation rights which may be granted under this Plan in the aggregate, except by way of adjustments as provided in Article XII,
(b)	permit grant of stock options and stock appreciation rights at a price less than fair market value,
(c)	extend the maximum term of stock options and stock appreciation rights, or
(d)	permit a grant under this Plan to a member of the Compensation Committee;

	except that the Board of Directors may take any action it deems advisable to ensure that qualified stock options may be granted under this Plan in accordance with the provisions of the Internal Revenue Code, as it may be amended.
XIV.	MISCELLANEOUS

1.	The Compensation Committee may adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of countries other than the United States in which the Company or a plan company may operate to assure the viability of the benefits of grants made to employees in such countries and to meet the purposes of the Plan.
2.	Grantees may use shares of the Company’s common stock to satisfy withholding taxes relating to grants under this Plan to the extent provided in terms and conditions established by the Compensation Committee.

EX-10.8

Exhibit 10.8

TERMS AND CONDITIONS

PERFORMANCE-BASED

RESTRICTED STOCK UNITS GRANTED IN 2005

UNDER STOCK PERFORMANCE PLAN
Amended January 1, 2007

STOCK PERFORMANCE PLAN
TERMS AND CONDITIONS OF
PERFORMANCE VESTED RESTRICTED STOCK UNITS
GRANTED IN 2005

1.	GRANT
	You (hereinafter “grantee”) were granted performance-based restricted DuPont common stock units (“units”) effective February 2, 2005.
2.	PERFORMANCE PERIOD – 2005-2007
	For a period of time from the effective date of the grant to the payout date (to be designated by DuPont following the evaluation of the performance metrics at the conclusion of the three-year performance period) (“restriction period”), grantee may not sell, gift, or otherwise transfer or dispose of any of the units.
	If grantee remains a DuPont employee at the end of the restriction period, the number of units vested, if any, will become shares of DuPont common stock and, subject to other provisions of these terms and conditions, grantee shall be entitled to full ownership of such shares with all associated rights of ownership, including but not limited to the ability to sell, gift, or otherwise transfer the shares.
	In connection with each grant, the Compensation Committee shall establish performance metrics and a measurement process to evaluate the metrics, which will determine the number of shares, if any, a grantee will receive at the conclusion of the restriction period.
	The metrics associated with this grant for performance period 2005-2007 are Revenue Growth and Return on Investors Capital.
	Revenue Growth — Sales/Revenue as reported in company filings and adjusted for “major acquisitions/divestitures”, but only if the aggregate of major acquisitions/divestitures totals 15% or more of total revenue in a fiscal year. A “major acquisition/divestiture” is defined as one that accounts for at least 5% of total revenue. Measurement approach: point-to-point Compound Annual Growth Rate.
	Return on Investors Capital (ROIC) — As calculated for DuPont’s Variable Compensation plan.
	Numerator: net income from continuing operations including minority interest income before (as itemized on the income statement): extraordinary items, special items, after-tax interest expense, and preferred dividends.
	Denominator: 5-quarter average total investors capital (total debt, shareholders equity, and minority interest liability).
	Measurement approach: For 2005 and 2006, ROIC results will be based on DuPont’s performance relative to the peer group. For 2007, DuPont’s performance will be based on an absolute target.
	The measurement of these metrics will be based on revenue growth comparing DuPont’s performance relative to the performance of a peer group (as established by the Compensation Committee) and a combination of relative and absolute ROIC target.
	Utilizing the matrix table below, the Compensation Committee will determine the appropriate performance factor based on an assessment of DuPont’s performance in relative revenue growth as a percentile of the peer group and based on the appropriate ROIC target.

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2005 and	2007	DuPont Annualized Revenue Growth vs. Peers
2006	ROIC Result		25th to	40th to	60th to
Current vs.	as of	<25th	40th	60th	75th	> 75th
Peers	12/31/2007	Percentile	Percentile	Percentile	Percentile	Percentile
>75th Percentile	>18%	50%	90%	135%	165%	200%
60th to 75th Percentile	17% - 17.9%	0%	65%	110%	135%	165%
40th to 60th Percentile	15.5% - 16.9%	0%	40%	90%	110%	135%
25th to 40th Percentile	13% - 15.49%	0%	25%	40%	65%	90%
<25th Percentile	<12.9%	0%	0%	0%	0%	0%

Example:
3-year Annualized Revenue Growth relative to the Frame falls between the 40^th and 60^th percentile, e.g., 54^th percentile.

ROIC results at the 46^th percentile versus the peer group for 2005 and 2006, and at 17.0% for 2007 would yield the following results.

				Payout Percent
				from Matrix
				above (Revenue
				Result @
				40th to 60th
Year	ROIC Result			percentile)			Weight
2005 and 2006	40th to 60th Percentile versus peer group				90	%		2/3
2007		17.0	%		110	%		1/3
	Payout Percent				96.66	%

	The resulting performance factor from the above table will be applied as a multiplier to the number of performance-based restricted stock units granted to each participant. For example, a performance factor of 110% would be applied to a grant of 100 units to yield 110 resulting units, which would be converted to 110 shares of DuPont common stock.
	There will be no interpolation of results. Should a percentile measure straddle two boxes in the matrix table, the Compensation Committee, in its sole discretion, will determine which performance factor to award.
3.	FORFEITURE
	If grantee’s employment with DuPont terminates for any reason, including, but not limited to, resignation, prior to the expiration of the applicable restriction period, all rights to the units and all amounts in grantee’s account shall be forfeited, except as otherwise may be specifically provided in these terms and conditions.

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	At any time during the restriction period, all amounts in grantee’s account shall be forfeited if the Compensation Committee, after a hearing at which grantee shall be entitled to be present, shall find that grantee has willfully engaged in activity which is harmful to the interest of any plan company.
4.	DIVIDEND EQUIVALENTS
	An amount equal to any cash dividends (or the fair market value of dividends paid in property other than dividends payable in DuPont common stock) payable on the total number of shares represented by the total number of outstanding units (including whole and fractional units) in grantee’s account will be allocated to grantee’s account in the form of units based upon the stock price on the dividend payment date. Any stock dividends payable on such number of shares will be allocated in the form of whole and fractional units. The stock price shall be the closing price of DuPont common stock as reported on the Composite Tape of the New York Stock Exchange.
	Dividend equivalent units will be determined at the end of the performance period and credited to the grantee’s account at that time based on the performance adjusted number of units in the grantee’s account. Dividend equivalent units will be calculated by taking the final performance adjusted number of units and calculating the dividend equivalent units for the first dividend payment date during the performance period. The number of dividend equivalent units from the first dividend payment date will be added to the total number of units used to calculate the dividend equivalent units for the next dividend payment date. This process will be continued for each subsequent dividend payment date during the performance period until the total cumulative number of dividend equivalent units is determined.
5.	PAYMENT FROM GRANTEE’S ACCOUNT
	Units shall be paid as soon as practical, in no event later than two and a half months after the later of the end of DuPont’s taxable year or the end of the grantee’s taxable year in which the units vest, in one share of DuPont common stock for each unit, except that a cash payment will be made for any fraction of a unit remaining in the grantee’s account. Such fractional unit will be valued based on the fair market value (the average of the high and low prices on the NYSE Composite Transactions Tape) of the shares on the effective date of payment.
6.	PAYMENT IN EVENT OF RETIREMENT, DISABILITY, TERMINATION FOR LACK OF WORK, DIVESTITURE TO AN ENTITY LESS THAN 50% OWNED BY DUPONT OR DEATH
	In the event grantee retires, becomes disabled, as such term is defined in applicable benefit plans (“disability”), is terminated for lack of work, as such term is defined in applicable benefit plans (“termination for lack of work”), is terminated due to a divestiture to an entity which is less than 50% owned by DuPont or dies, all units in grantee’s account will be paid at the conclusion of the restriction period as described in paragraph 2 above provided grantee’s retirement, disability, termination (as described in this paragraph) or death, occurs at least six months after the grant date and provided further that grantee was an active employee of a plan company through the date of retirement, death, disability or termination. Units in grantee’s account will be pro-rated based on the number of months the individual was employed by DuPont during the three-year performance period. In the event payment under this provision shall give rise to application of section 409A of the Internal Revenue Code, then not withstanding any other aspect of these Terms and Conditions, in no event shall units be paid earlier than six months after separation from employment of a “specified employee” as that term is defined within section 409A of the Internal Revenue Code. If grantee’s death, disability, retirement or termination occurs prior to expiration of the six-month period following the grant date, all units shall be forfeited.
	In the event of grantee’s death, all units in grantee’s account will be paid to the person(s) specified in the last beneficiary designation form filed with the Company. If no designation form has been completed or if the designated beneficiary shall have predeceased grantee, the balance in grantee’s account shall be paid promptly to grantee’s estate.

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7.	SATISFYING WITHHOLDING WITH DUPONT COMMON STOCK
	Shares of DuPont common stock will be automatically used to satisfy withholding for federal, state, and local taxes unless grantee is a Section 16 officer. The number of shares withheld by the Company to satisfy withholding taxes shall be determined based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the date for determining the amount of withholding tax due. Federal, state, and local withholding cannot exceed statutory requirements.
	If the grantee is a Section 16 officer or director, because of SEC requirements, any election to use share withholding is subject to certain restrictions and requirements. In general, the granteee must make an irrevocable election at least six months prior to the vesting date or within one of the four ten-day window periods per year. The terms and conditions applicable to use of share withholding by Section 16 officers are attached hereto as Exhibit A.
	In the event of changes in relevant law or circumstances, the Compensation Committee may modify the terms and conditions of this paragraph 7, including discontinuing share withholding.
8.	ADJUSTMENTS
	In the event of any stock dividend, split-up, reclassification or other change in capitalization, an equitable adjustment will be made as indicated in Article XII of the Stock Performance Plan in the number of units in grantee’s account.
9.	INTERPRETATION
	The decision of the Compensation Committee with respect to any question arising as to the interpretation of the Stock Performance Plan as it affects this grant of restricted DuPont common stock units, or as to interpretation of these terms and conditions, shall be final, conclusive and binding.
10.	NO ACQUIRED RIGHTS
	This grant is made at the discretion of the Company, and should not be construed to imply an entitlement to any future grants of a like or different nature.
11.	INCORPORATION OF STOCK PERFORMANCE PLAN
	In addition to the terms and conditions set forth above, which are fixed by the Compensation Committee in accordance with Article VI, paragraph 4 of the Stock Performance Plan, this grant is also subject to the other applicable provisions of the Stock Performance Plan.

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EXHIBIT A

TERMS AND CONDITIONS FOR USING SHARES TO SATISFY
WITHHOLDING TAX ON RESTRICTED STOCK UNITS

A Section 16 officer or director may elect to use shares of DuPont common stock to satisfy federal, state and local tax withholding requirements in connection with the vesting of restricted stock units. No shares may be withheld in excess of statutory requirements.

1.	An election to use shares to satisfy amounts required to be withheld pursuant to applicable federal, state and local tax laws in connection with the vesting of restricted stock units is irrevocable. No election may be made with respect to restricted stock units prior to six months after the grant date.
2.	An election to use shares to satisfy tax-withholding requirements is subject to the disapproval of the Compensation Committee.
3.	Shares used to satisfy withholding may either be restricted stock unit shares otherwise issuable pursuant to the vesting of the restricted stock unit grant or shares already owned which are tendered to the Company. The Section 16 officer or director must unconditionally agree to tender the appropriate number of shares to the Company if the amount of withholding tax is determined after the vesting date of the restricted stock units. When shares already owned are used to satisfy withholding, the grantee must have owned such shares for at least six months.
4.	When the Section 16 officer or director elects to use shares to satisfy withholding, the election must be made on a date six months or more prior to the vesting date, or during a ten-day window period prior to or coincident with the vesting date. *
5.	The number of shares withheld by the Company or tendered by the Section 16 officer or director to satisfy the withholding tax requirement shall be determined based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the date for determining the amount of withholding tax due.

* There are four ten-day window periods a year. They commence on the third business day following the date the Company announces its quarterly and annual sales and earnings and end on the twelfth business day following such date.

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EX-10.9

Exhibit 10.9

TERMS AND CONDITIONS

PERFORMANCE-BASED

RESTRICTED STOCK UNITS GRANTED IN 2006

UNDER STOCK PERFORMANCE PLAN
Amended January 1, 2007

STOCK PERFORMANCE PLAN
TERMS AND CONDITIONS OF
PERFORMANCE VESTED RESTRICTED STOCK UNITS
GRANTED IN 2006

1.	GRANT
	You (hereinafter “grantee”) were granted performance-based restricted DuPont common stock units (“units”) effective February 1, 2006.
2.	PERFORMANCE PERIOD – 2006-2008
	For a period of time from the effective date of the grant to the payout date (to be designated by DuPont following the evaluation of the performance metrics at the conclusion of the three-year performance period) (“restriction period”), grantee may not sell, gift, or otherwise transfer or dispose of any of the units.
	If grantee remains a DuPont employee at the end of the restriction period, the number of units vested, if any, will become shares of DuPont common stock and, subject to other provisions of these terms and conditions, grantee shall be entitled to full ownership of such shares with all associated rights of ownership, including but not limited to the ability to sell, gift, or otherwise transfer the shares.
	In connection with each grant, the Compensation Committee shall establish performance metrics and a measurement process to evaluate the metrics, which will determine the number of shares, if any, a grantee will receive at the conclusion of the restriction period.
	The metrics associated with this grant for performance period 2006-2008 are Revenue Growth and Return on Invested Capital.
	Revenue Growth — Sales/Revenue as reported in company filings and adjusted for “major acquisitions/divestitures”, but only if the aggregate of major acquisitions/divestitures totals 15% or more of total revenue in a fiscal year. A “major acquisition/divestiture” is defined as one that accounts for at least 5% of total revenue. Measurement approach: point-to-point Compound Annual Growth Rate.
	Return on Invested Capital (ROIC) — As calculated for DuPont’s Variable Compensation plan.
	Numerator: net income from continuing operations including minority interest income before (as itemized on the income statement): extraordinary items, special items, after-tax interest expense, and preferred dividends.
	Denominator: 5-quarter average total invested capital (total debt, shareholders equity, and minority interest liability).
	Measurement approach: For 2006, ROIC results will be based on DuPont’s performance relative to the peer group. For 2007 and 2008, DuPont’s performance will be based on an absolute target.
	The measurement of these metrics will be based on revenue growth comparing DuPont’s performance relative to the performance of a peer group (as established by the Compensation Committee) and a combination of relative and absolute ROIC target.
	Utilizing the matrix table below, the Compensation Committee will determine the appropriate performance factor based on an assessment of DuPont’s performance in relative revenue growth as a percentile of the peer group and based on the appropriate ROIC target.

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	2007	2008
	ROIC	ROIC	DuPont Annualized Revenue Growth vs. Peers
2006	Result as	Result as		25th to	40th to	60th to
Current	of	of	<25th	40th	60th	75th	> 75th
vs. Peers	12/31/2007	12/31/2008	Percentile	Percentile	Percentile	Percentile	Percentile
>75th Percentile	>18%	>19%	50%	90%	135%	165%	200%
60th to 75th Percentile	17% - 17.9%	18% - 18.9%	0%	65%	110%	135%	165%
40th to 60th Percentile	15.5% - 16.9%	16.5% - 17.9%	0%	40%	90%	110%	135%
25th to 40th Percentile	13% - 15.49%	14% - 16.49%	0%	25%	40%	65%	90%
<25th Percentile	<12.9%	<13.9%	0%	0%	0%	0%	0%

Example:
3-year Annualized Revenue Growth relative to the Frame falls between the 40^th and 60^th percentile, e.g., 56^th percentile.

ROIC results at the 46^th percentile versus the peer group for 2006, at 16.0% for 2007; and at 18.0% for 2008 would yield the following performance factor.

				Payout Percent from
				Matrix above (Revenue
				Result @
Year	ROIC Result			40th to 60th percentile)
2006	40th to 60th Percentile versus peer group				90	%
2007		16.0	%		90	%
2008		18.0	%		110	%
	Payout Percent				96.67	%

	The resulting performance factor from the above table will be applied as a multiplier to the number of performance-based restricted stock units granted to each participant. For example, a performance factor of 110% would be applied to a grant of 100 units to yield 110 resulting units, which would be converted to 110 shares of DuPont common stock.
	There will be no interpolation of results. Should a percentile measure straddle two boxes in the matrix table, the Compensation Committee, in its sole discretion, will determine which performance factor to award.
3.	FORFEITURE
	If grantee’s employment with DuPont terminates for any reason, including, but not limited to, resignation, prior to the expiration of the applicable restriction period, all rights to the units and all amounts in grantee’s account shall be forfeited, except as otherwise may be specifically provided in these terms and conditions.

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	At any time during the restriction period, all amounts in grantee’s account shall be forfeited if the Compensation Committee, after a hearing at which grantee shall be entitled to be present, shall find that grantee has willfully engaged in activity which is harmful to the interest of any plan company.
4.	DIVIDEND EQUIVALENTS
	An amount equal to any cash dividends (or the fair market value of dividends paid in property other than dividends payable in DuPont common stock) payable on the total number of shares represented by the total number of outstanding units (including whole and fractional units) in grantee’s account will be allocated to grantee’s account in the form of units based upon the stock price on the dividend payment date. Any stock dividends payable on such number of shares will be allocated in the form of whole and fractional units. The stock price shall be the closing price of DuPont common stock as reported on the Composite Tape of the New York Stock Exchange.
	Dividend equivalent units will be determined at the end of the performance period and credited to the grantee’s account at that time based on the performance adjusted number of units in the grantee’s account. Dividend equivalent units will be calculated by taking the final performance adjusted number of units and calculating the dividend equivalent units for the first dividend payment date during the performance period. The number of dividend equivalent units from the first dividend payment date will be added to the total number of units used to calculate the dividend equivalent units for the next dividend payment date. This process will be continued for each subsequent dividend payment date during the performance period until the total cumulative number of dividend equivalent units is determined.
5.	PAYMENT FROM GRANTEE’S ACCOUNT
	Units shall be paid during the calendar year following the end of the performance period, in one share of DuPont common stock for each unit, except that a cash payment will be made for any fraction of a unit remaining in the grantee’s account. Such fractional unit will be valued based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the effective date of payment.
6.	PAYMENT IN EVENT OF RETIREMENT, DISABILITY, TERMINATION FOR LACK OF WORK, DIVESTITURE TO AN ENTITY LESS THAN 50% OWNED BY DUPONT OR DEATH
	In the event grantee retires, becomes disabled, as such term is defined in applicable benefit plans (“disability”), is terminated for lack of work, as such term is defined in applicable benefit plans (“termination for lack of work”), is terminated due to a divestiture to an entity which is less than 50% owned by DuPont or dies, subject to the conditions of paragraph 2, all units in grantee’s account will be paid at the conclusion of the restriction period as described in paragraph 2 above provided grantee’s retirement, disability, termination (as described in this paragraph) or death, occurs at least six months after the grant date and provided further that grantee was an active employee of a plan company through the date of retirement, death, disability or termination. Units in grantee’s account will be pro-rated based on the number of months the individual was employed by DuPont during the three-year performance period. In the event payment under this provision shall give rise to application of section 409A of the Internal Revenue Code, then not withstanding any other aspect of these Terms and Conditions, in no event shall units be paid earlier than six months after separation from employment of a “specified employee” as that term is defined within section 409A of the Internal Revenue Code. If grantee’s death, disability, retirement or termination occurs prior to expiration of the six-month period following the grant date, all units shall be forfeited.
	In the event of grantee’s death, all units in grantee’s account will be paid to the person(s) specified in the last beneficiary designation form filed with the Company. If no designation form has been completed or if the designated beneficiary shall have predeceased grantee, the balance in grantee’s account shall be paid promptly to grantee’s estate.

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7.	SATISFYING WITHHOLDING WITH DUPONT COMMON STOCK
	Shares of DuPont common stock will be automatically used to satisfy withholding for federal, state, and local taxes unless grantee is a Section 16 officer. The number of shares withheld by the Company to satisfy withholding taxes shall be determined based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the date for determining the amount of withholding tax due. Federal, state, and local withholding cannot exceed statutory requirements.
	If the grantee is a Section 16 officer or director, because of SEC requirements, any election to use share withholding is subject to certain restrictions and requirements. In general, the grantee must make an irrevocable election at least six months prior to the vesting date or within one of the four ten-day window periods per year. The terms and conditions applicable to use of share withholding by Section 16 officers are attached hereto as Exhibit A.
	In the event of changes in relevant law or circumstances, the Compensation Committee may modify the terms and conditions of this paragraph 7, including discontinuing share withholding.
8.	ADJUSTMENTS
	In the event of any stock dividend, split-up, reclassification or other change in capitalization, an equitable adjustment will be made as indicated in Article XII of the Stock Performance Plan in the number of units in grantee’s account.
9.	INTERPRETATION
	The decision of the Compensation Committee with respect to any question arising as to the interpretation of the Stock Performance Plan as it affects this grant of restricted DuPont common stock units, or as to interpretation of these terms and conditions, shall be final, conclusive and binding.
10.	NO ACQUIRED RIGHTS
	This grant is made at the discretion of the Company, and should not be construed to imply an entitlement to any future grants of a like or different nature.
11.	INCORPORATION OF STOCK PERFORMANCE PLAN
	In addition to the terms and conditions set forth above, which are fixed by the Compensation Committee in accordance with Article VI, paragraph 4 of the Stock Performance Plan, this grant is also subject to the other applicable provisions of the Stock Performance Plan.

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EXHIBIT A

TERMS AND CONDITIONS FOR USING SHARES TO SATISFY
WITHHOLDING TAX ON RESTRICTED STOCK UNITS

A Section 16 officer or director may elect to use shares of DuPont common stock to satisfy federal, state and local tax withholding requirements in connection with the vesting of restricted stock units. No shares may be withheld in excess of statutory requirements.

1.	An election to use shares to satisfy amounts required to be withheld pursuant to applicable federal, state and local tax laws in connection with the vesting of restricted stock units is irrevocable. No election may be made with respect to restricted stock units prior to six months after the grant date.
2.	An election to use shares to satisfy tax-withholding requirements is subject to the disapproval of the Compensation Committee.
3.	Shares used to satisfy withholding may either be restricted stock unit shares otherwise issuable pursuant to the vesting of the restricted stock unit grant or shares already owned which are tendered to the Company. The Section 16 officer or director must unconditionally agree to tender the appropriate number of shares to the Company if the amount of withholding tax is determined after the vesting date of the restricted stock units. When shares already owned are used to satisfy withholding, the grantee must have owned such shares for at least six months.
4.	When the Section 16 officer or director elects to use shares to satisfy withholding, the election must be made on a date six months or more prior to the vesting date, or during a ten-day window period prior to or coincident with the vesting date. *
5.	The number of shares withheld by the Company or tendered by the Section 16 officer or director to satisfy the withholding tax requirement shall be determined based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the date for determining the amount of withholding tax due.

* There are four ten-day window periods a year. They commence on the third business day following the date the Company announces its quarterly and annual sales and earnings and end on the twelfth business day following such date.

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EX-10.10

Exhibit 10.10

TERMS AND CONDITIONS

OF

STOCK APPRECIATION RIGHTS

GRANTED IN 2007 UNDER

STOCK PERFORMANCE PLAN

STOCK PERFORMANCE PLAN
TERMS AND CONDITIONS OF
STOCK APPRECIATION RIGHTS GRANTED IN 2007

SECTION I. DEFINITIONS

1.	The term “SAR” means a stock appreciation right.
2.	The term “retirement” used hereafter refers to retirement pursuant to the provisions of the pension or retirement plan or policy of a plan company.

SECTION II. TERMS AND CONDITIONS APPLICABLE TO SARs

1.	Exercise Price
	A SAR entitles the grantee to receive a payment from the Company, subject to the limitations set forth in these terms and conditions, equal to the difference between the fair market value of the Company’s common stock at the closing price on the NYSE (New York Stock Exchange)-Composite Transactions Tape on the date when such right is exercised and the grant price determined on the date of grant, less applicable tax withholding.
2.	Exercisability – Three-Year Phase-In
	Except as provided in paragraph 4 below, from the grant date to the day prior to the first anniversary of grant date no SARs may be exercised under the grant.
	Subject to other terms and conditions herein, including paragraph 4 (b) below (relating to death, retirement, termination due to divestiture or lack of work or total and permanent disability), one-third of the SARs may be exercised beginning on the first anniversary of the grant date. Except as described in paragraph 4 (b), on each of the next two succeeding anniversaries of the grant date an additional one-third of the SARs may be exercised. The SARs available for exercise beginning on the first and second anniversaries shall be rounded down to the nearest whole SAR while the balance of the SARs may be exercised beginning on the third anniversary.
3.	Last Date of Exercisability
	No SARs may be exercised under the grant after the earliest of the following:

a.	The day prior to the sixth anniversary of the grant date, or
b.	Two years after the grantees death, or
c.	One year after the day on which employment is terminated due to divestiture (to an entity which is less than 50% owned by DuPont) or lack of work or total and permanent disability as such terms are defined in applicable benefit plans, or
d.	The date (after retirement pursuant to the provisions of the pension or retirement plan or policy of a plan company or termination of employment due to divestiture to an entity which is less than 50% owned by DuPont or lack of work or total and permanent disability as such terms are defined in applicable benefit plans) on which a determination is made in accordance with Article XI, paragraph 2 of the Stock Performance Plan, that the grantee willfully engaged in any activity which is harmful to the interests of a plan company, or
e.	The date of termination of employment for any reason other than death, divestiture, lack of work, retirement or total and permanent disability as such terms are defined in applicable benefit plans.

4. Retirement, Termination Due to Divestiture, Lack of Work or Total and Permanent Disability and Death

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a.

The day following retirement, termination due to divestiture or lack of work or total and permanent disability as such terms are defined in applicable benefit plans, or upon death, SARs may be exercised, subject to the terms and conditions provided in paragraphs 2 above and 4 (b) below, and all other terms and conditions herein, provided retirement, termination due to divestiture, lack of work, total and permanent disability or death occurs at least six months after grant date. If, however, retirement, termination due to divestiture, lack of work or total and permanent disability, or death occurs prior to that date, no such SARs may be exercised and grants will terminate.

b.

The three-year exercisability limitation described in paragraph 2 above remains in effect in the event of retirement and is waived in the event of death. In the event of termination of employment due to divestiture or lack of work or total and permanent disability as such terms are defined in applicable benefit plans, the three-year exercisability limitation described in paragraph 2 above remains in effect during the one-year post-termination period of exercisability.

5.	Adjustments
	In the event of any stock dividend, split-up, reclassification or other change in capitalization, an equitable adjustment will be made as indicated in Article XII of the Stock Performance Plan in the number of SARs and the price per share applicable thereto.
6.	Nontransferability and Exercise Upon Death
	During the grantee’s lifetime, this grant is not transferable and SARs may be exercised only by the grantee, except as may otherwise be provided in rules established by the Compensation Committee to permit transfers or to authorize a third party to act on behalf of the grantee with respect to any SARs.
	In the event of death, to the extent SARs under this grant have not already been exercised or this grant otherwise terminated, this grant shall be exercisable:

a.	by the person or persons designated by the grantee in the last designation filed with the plan administrator, or
b.	if no such designation has been filed, by the executor or administrator of the grantee’s estate or in accordance with his or her directions, subject to the other terms and conditions contained herein.

	If the grantee desires to designate a contingent beneficiary for receipt of these grants, the grantee must file a designation form with the plan administrator,
7.	How to Exercise
	To exercise the SAR, the grantee must call the plan administrator.
	Requests to exercise SARs will be valued using that day’s average of the high and low price for DuPont stock as determined on the NYSE (New York Stock Exchange)-Composite Transactions Tape. This price will be used to determine the gross payment from the grantee’s exercise transaction. If the exercise day is not a day the NYSE is open, the transaction will be valued at the average price on the next trading day the exchange is open.
	Exercise of SARs will be effected only if notice of such is received by the plan administrator on or before the last day allowed for the exercise of SARs as indicated above.
	The proceeds for the grantee’s SARs exercise will be paid to the grantee by the grantee’s local payroll.

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8.	Satisfying Withholding
	When withholding of national, social, and/or local taxes is required in a country, it will be withheld from the gross cash payment prior to release of the check.
9.	Exchange Rates
	Calculation of the gross payment will be done in U.S. dollars and then translated into local currency by the grantee’s local payroll. Translation should be done using the exchange rate quoted in The Wall Street Journal on the exercise day. If The Wall Street Journal does not quote an exchange rate for a particular currency, an appropriate published equivalent will be used. If the exercise day is not a business day, the exchange rate quoted for the next business day will be used.
10.	Interpretation
	The decision of the Compensation Committee with respect to any question arising as to the interpretation of the Stock Performance Plan as it affects these grants, including the severability of any and all of the provisions of the Stock Performance Plan, shall be final, conclusive and binding.
11.	No Acquired Rights
	This grant is made at the discretion of the Company, and should not be construed to imply an entitlement to any future grants of a like or different nature.
12.	Incorporation of Stock Performance Plan
	In addition to the terms and conditions set forth above, which are fixed by the Compensation Committee in accordance with Article VI, paragraph 4 of the Stock Performance Plan, the grants are also subject to the other applicable provisions of the Stock Performance Plan.

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EX-10.11

Exhibit 10.11

TERMS AND CONDITIONS

OF

STOCK OPTIONS GRANTED IN 2007

UNDER STOCK PERFORMANCE PLAN

STOCK PERFORMANCE PLAN
TERMS AND CONDITIONS OF
STOCK OPTIONS GRANTED IN 2007

SECTION I. DEFINITIONS

1.	The term “NQO” means a nonqualified stock option.
2.	The term “retirement” used hereafter refers to retirement pursuant to the provisions of the pension or retirement plan or policy of a plan company.

SECTION II. TERMS AND CONDITIONS APPLICABLE TO NQOs

1.	Option Price
	The stock option grant entitles the optionee to purchase, subject to the limitations set forth in these terms and conditions, DuPont common stock at the closing price on the NYSE (New York Stock Exchange)-Composite Transactions Tape on the grant date, which is the option price.
2.	Exercisability – Three-Year Phase-In
	Except as provided in paragraph 4 below, from the grant date to the day prior to the first anniversary of grant date no shares may be purchased under the stock option grant.
	Subject to other terms and conditions herein, including paragraph 4 (b) below (relating to death, retirement, termination due to divestiture or lack of work or total and permanent disability), one-third of the shares subject to the option may be purchased beginning on the first anniversary of the grant date. Except as described in paragraph 4 (b) below, on each of the next two succeeding anniversaries of the grant date, an additional one-third of the shares subject to the option may be exercised. The shares subject to the option, which may be purchased beginning on the first and second anniversaries, shall be rounded down to the nearest whole share while the balance of the shares may be purchased beginning on the third anniversary.
3.	Last Date of Exercisability
	No shares may be purchased under the stock option grant after the earliest of the following:

a.	The day prior to the sixth anniversary of the grant date, or
b.	Two years after the optionee’s death, or
c.	One year after the day on which employment is terminated due to divestiture (to an entity which is less than 50% owned by DuPont) or lack of work or total and permanent disability as such terms are defined in applicable benefit plans, or
d.	The date (after retirement pursuant to the provisions of the pension or retirement plan or policy of a plan company or termination of employment due to divestiture to an entity which is less than 50% owned by DuPont or lack of work or total and permanent disability as such terms are defined in applicable benefit plans) on which a determination is made in accordance with Article XI, paragraph 2 of the Stock Performance Plan, that the optionee willfully engaged in any activity which is harmful to the interests of a plan company, or
e.	The date of termination of employment for any reason other than death, divestiture, lack of work, retirement or total and permanent disability as such terms are defined in applicable benefit plans.

4. Retirement, Termination Due to Divestiture, Lack of Work or Total and Permanent Disability and Death

a. The day following retirement, termination due to divestiture or lack of work or total and permanent disability as such terms are defined in applicable benefit plans, or upon death,

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shares subject to option may be purchased, subject to the terms and conditions provided in paragraph 2 above, (b) below and all other terms and conditions herein, provided retirement, termination due to divestiture or lack of work, total and permanent disability or death occurs at least six months after grant date. If, however, retirement, termination due to divestiture, lack of work or total and permanent disability, or death occurs prior to six months after grant date, no such shares may be purchased and grants will terminate.

b.

The three-year exercisability limitation described in paragraph 2 above remains in effect in the event of retirement and is waived in the event of death. In the event of termination of the optionee’s employment due to divestiture or lack of work or total and permanent disability as such terms are defined in applicable benefit plans, the three-year exercisability limitation described in paragraph 2 above remains in effect during the one-year post-termination period of exercisability.

5.	Adjustments
	In the event of any stock dividend, split-up, reclassification or other change in capitalization, an equitable adjustment will be made as indicated in Article XII of the Stock Performance Plan in the number of shares subject to the stock option and the price per share applicable thereto.
6.	Nontransferability and Exercise Upon Death
	During the optionee’s lifetime, this grant is not transferable and shares subject to the option may be purchased only by the optionee, except as may otherwise be provided in rules established by the Compensation Committee to permit transfers or to authorize a third party to act on behalf of the grantee with respect to any stock options.
	In the event of death, to the extent shares subject to option under this grant have not already been purchased or this grant is otherwise terminated, this grant shall be exercisable:

a.	by the person or persons designated by the optionee in the last beneficiary designation filed with the plan administrator, or
b.	if no such designation has been filed, by the executor or administrator of the optionee’s estate or in accordance with his or her directions, subject to the other terms and conditions contained herein.

	If the optionee desires to designate a beneficiary for receipt of this grant, the optionee must file a designation form with the plan administrator.
7.	How to Exercise/Payment of Option Price
	It will be necessary to make arrangements with the Company or the designated third party administrator for full payment of shares purchased at the time of exercising the stock option, or any portion of it. Payment of the option price must be made in cash, through the sale of option shares issued pursuant to the exercise (except for Section 16 officers), or in DuPont common stock, valued at the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) on the date of exercise, or a combination thereof as determined by the Compensation Committee. When payment is made in shares, the optionee must have owned such shares for at least six months.
	Purchase of shares will be effected only if (1) the optionee has established the appropriate account with the plan administrator, and (2) notice of such purchase, accompanied by payment, is received by the Senior Vice President-DuPont Finance or designee on or before the last day allowed for the purchase of shares as indicated above. Shares purchased or delivered in payment upon exercise will be registered in the optionee’s name after receipt by the Senior Vice President-DuPont Finance or designee of such notice and payment. In the event of death prior to delivery of shares purchased pursuant to the option, the shares will be registered in the name(s) of the optionee’s designated beneficiary(ies), or in accordance with the directions of the executor or administrator of the optionee’s estate, as the case may be.

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8.	Satisfying Withholding with DuPont Common Stock
	Withholding for federal, state and local taxes is required in connection with exercise of NQOs. When an NQO is exercised, the difference between the option price and the value of the stock at time of exercise is compensation subject to withholding. In lieu of cash from personal funds, shares of DuPont common stock may be used to satisfy tax-withholding requirements.
	Shares used for withholding may be either option shares otherwise issuable pursuant to the exercise of the NQO or shares already owned which are tendered to the Company. The optionee must unconditionally agree to tender the appropriate number of shares to the Company if the amount of withholding tax is determined after the date of exercise of the option. The number of shares withheld by the Company or required to be tendered to satisfy withholding taxes shall be determined based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the date for determining the amount of withholding tax due. Federal, state and local withholding cannot exceed statutory requirements. When shares already owned are used to satisfy withholding, the optionee must have owned such shares for at least six months.
	If the optionee is a Section 16 officer or director, because of SEC requirements, any election to use share withholding is subject to certain restrictions and requirements. In general, the optionee must make an irrevocable election at least six months prior to the exercise date or within one of the four ten-day window periods per year. The terms and conditions applicable to use of share withholding by Section 16 officers are attached hereto as Exhibit A.
	In the event of changes in relevant law or circumstances, the Compensation Committee may modify the terms and conditions of this paragraph 8, including discontinuing share withholding.
9.	Interpretation
	The decision of the Compensation Committee with respect to any question arising as to the interpretation of the Stock Performance Plan as it affects this grant, including the severability of any and all of the provisions of the Stock Performance Plan, shall be final, conclusive and binding.
10.	No Acquired Rights
	This grant is made at the discretion of the Company, and should not be construed to imply an entitlement to any future grants of a like or different nature.
11.	Incorporation of Stock Performance Plan
	In addition to the terms and conditions set forth above, which are fixed by the Compensation Committee in accordance with Article VI, paragraph 4 of the Stock Performance Plan, optionee grants are also subject to the other applicable provisions of the Stock Performance Plan.

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EXHIBIT A

TERMS AND CONDITIONS FOR USING SHARES TO SATISFY
WITHHOLDING TAX ON EXERCISE OF NONQUALIFIED STOCK OPTIONS

A Section 16 officer or director may elect to use shares of DuPont common stock to satisfy federal, state and local tax withholding requirements in connection with the exercise of a nonqualified stock option. No shares may be withheld in excess of statutory requirements.

1.	An election to use shares to satisfy amounts required to be withheld pursuant to applicable federal, state and local tax laws in connection with the exercise of a nonqualified option is irrevocable. No election may be made with respect to an option prior to six months after the grant date.
2.	An election to use shares to satisfy tax-withholding requirements is subject to the disapproval of the Compensation Committee.
3.	Shares used to satisfy withholding may either be option share otherwise issuable pursuant to the exercise of the nonqualified stock option or shares already owned which are tendered to the Company. The Section 16 officer or director must unconditionally agree to tender the appropriate number of shares to the Company if the amount of withholding tax is determined after the date of exercise of the option. When shares already owned are used to satisfy withholding, the optionee must have owned such shares for at least six months.
4.	When the Section 16 officer or director elects to use shares to satisfy withholding, the election must be made on a date six months or more prior to the exercise date, or during a ten-day window period prior to or coincident with the exercise. *
5.	The number of shares withheld by the Company or tendered by the Section 16 officer or director to satisfy the withholding tax requirement shall be determined based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the date for determining the amount of withholding tax due.

* There are four ten-day window periods a year. They commence on the third business day following the date the Company announces its quarterly and annual sales and earnings and end on the twelfth business day following such date.

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EX-10.12

Exhibit 10.12

TERMS AND CONDITIONS

PERFORMANCE-BASED

RESTRICTED STOCK UNITS GRANTED IN 2007

UNDER STOCK PERFORMANCE PLAN

STOCK PERFORMANCE PLAN
TERMS AND CONDITIONS OF
PERFORMANCE VESTED RESTRICTED STOCK UNITS
GRANTED IN 2007

1.	GRANT
	You (hereinafter “grantee”) were granted performance-based restricted DuPont common stock units (“units”) effective February 7, 2007.
2.	PERFORMANCE PERIOD — 2007-2009
	For a period of time from the effective date of the grant to the payout date (to be designated by DuPont following the evaluation of the performance metrics at the conclusion of the three-year performance period) (“restriction period”), grantee may not sell, gift, or otherwise transfer or dispose of any of the units.
	If grantee remains a DuPont employee at the end of the restriction period, the number of units vested, if any, will become shares of DuPont common stock and, subject to other provisions of these terms and conditions, grantee shall be entitled to full ownership of such shares with all associated rights of ownership, including but not limited to the ability to sell, gift, or otherwise transfer the shares.
	In connection with each grant, the Compensation Committee shall establish performance metrics and a measurement process to evaluate the metrics, which will determine the number of shares, if any, a grantee will receive at the conclusion of the restriction period.
	The metrics associated with this grant for performance period 2007-2009 are Revenue Growth and Return on Invested Capital.
	Relative Revenue Growth — Sales/Revenue as reported in company filings and adjusted for “major acquisitions/divestitures”, but only if the aggregate of major acquisitions/divestitures totals 15% or more of total revenue in a fiscal year. A “major acquisition/divestiture” is defined as one that accounts for at least 5% of total revenue. Measurement approach: point-to-point Compound Annual Growth Rate.
	Return on Invested Capital (ROIC) — As calculated for DuPont’s Variable Compensation plan.
	Numerator: net income from continuing operations including minority interest income before (as itemized on the income statement): extraordinary items, special items, after-tax interest expense, and preferred dividends.
	Denominator: 5-quarter average total invested capital (total debt, shareholders equity, and minority interest liability).
	Measurement approach: Calculate ROIC each year.
	The measurement of these metrics will be based on revenue growth comparing DuPont’s performance relative to the performance of a peer group (as established by the Compensation Committee) and an absolute ROIC target.
	Utilizing the matrix table below, the Compensation Committee will determine the appropriate performance factor based on an assessment of DuPont’s performance in relative revenue growth as a percentile of the peer group and based on the appropriate ROIC target.

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2007	2008	2009	DuPont Annualized Revenue Growth vs. Peers
ROIC	ROIC	ROIC		25th to	40th to	60th to
Result as of	Result as of	Result as of	<25th	40th	60th	75th	> 75th
12/31/2007	12/31/2008	12/31/2009	Percentile	Percentile	Percentile	Percentile	Percentile
>18%	>19%	>19.5%	50%	90%	135%	165%	200%
17% - 17.9%	18% - 18.9%	18.5% - 19.49%	0%	65%	110%	135%	165%
15.5% - 16.9%	16.5% - 17.9%	17.0% - 18.49%	0%	40%	90%	110%	135%
13% - 15.49%	14% - 16.49%	14.5% - 16.9%	0%	25%	40%	65%	90%
<12.9%	<13.9%	<14.49%	0%	0%	0%	0%	0%

Each year ROIC is measured individually, with the three individual year results to be weighted one third each at the end of the performance period based on the full three-year revenue growth result.

Example:
3-year Annualized Revenue Growth relative to the peer group falls between the 40^th and 60^th percentile, e.g., 54^th percentile.

ROIC results at 16.0% for 2007; at 18.0% for 2008 and at 19.5% for 2009 would yield the following performance factor.

		Payout Percent from
		Matrix above (Revenue
		Result @
Year	ROIC Result	40th to 60th percentile)
2007	16.0%	90%
2008	18.0%	110%
2009	19.5%	135%
	Performance Factor	111.67%

	The resulting performance factor from the above table will be applied as a multiplier to the number of performance-based restricted stock units granted to each participant. For example, a performance factor of 110% would be applied to a grant of 100 units to yield 110 resulting units, which would be converted to 110 shares of DuPont common stock.
	There will be no interpolation of results. Should a percentile measure straddle two boxes in the matrix table, the Compensation Committee, in its sole discretion, will determine which performance factor to award.
3.	FORFEITURE
	If grantee’s employment with DuPont terminates for any reason, including, but not limited to, resignation, prior to the expiration of the applicable restriction period, all rights to the units and all amounts in grantee’s account shall be forfeited, except as otherwise may be specifically provided in these terms and conditions.
	At any time during the restriction period, all amounts in grantee’s account shall be forfeited if the Compensation Committee, after a hearing at which grantee shall be entitled to be present, shall

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	find that grantee has willfully engaged in activity which is harmful to the interest of any plan company.
4.	DIVIDEND EQUIVALENTS
	An amount equal to any cash dividends (or the fair market value of dividends paid in property other than dividends payable in DuPont common stock) payable on the total number of shares represented by the total number of outstanding units (including whole and fractional units) in grantee’s account will be allocated to grantee’s account in the form of units based upon the stock price on the dividend payment date. Any stock dividends payable on such number of shares will be allocated in the form of whole and fractional units. The stock price shall be the closing price of DuPont common stock as reported on the Composite Tape of the New York Stock Exchange.
	Dividend equivalent units will be determined at the end of the performance period and credited to the grantee’s account at that time based on the performance adjusted number of units in the grantee’s account. Dividend equivalent units will be calculated by taking the final performance adjusted number of units and calculating the dividend equivalent units for the first dividend payment date during the performance period. The number of dividend equivalent units from the first dividend payment date will be added to the total number of units used to calculate the dividend equivalent units for the next dividend payment date. This process will be continued for each subsequent dividend payment date during the performance period until the total cumulative number of dividend equivalent units is determined.
5.	PAYMENT FROM GRANTEE’S ACCOUNT
	Units shall be paid during the calendar year following the end of the performance period, in one share of DuPont common stock for each unit, except that a cash payment will be made for any fraction of a unit remaining in the grantee’s account. Such fractional unit will be valued based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the effective date of payment.
6.	PAYMENT IN EVENT OF RETIREMENT, DISABILITY, TERMINATION FOR LACK OF WORK, DIVESTITURE TO AN ENTITY LESS THAN 50% OWNED BY DUPONT OR DEATH
	In the event grantee retires, becomes disabled, as such term is defined in applicable benefit plans (“disability”), is terminated for lack of work, as such term is defined in applicable benefit plans (“termination for lack of work”), is terminated due to a divestiture to an entity which is less than 50% owned by DuPont or dies, subject to the conditions of paragraph 2, all units in grantee’s account will be paid at the conclusion of the restriction period as described in paragraph 2 above provided grantee’s retirement, disability, termination (as described in this paragraph) or death, occurs at least six months after the grant date and provided further that grantee was an active employee of a plan company through the date of retirement, death, disability or termination. Units in grantee’s account will be pro-rated based on the number of months the individual was employed by DuPont during the three-year performance period. In the event payment under this provision shall give rise to application of section 409A of the Internal Revenue Code, then not withstanding any other aspect of these Terms and Conditions, in no event shall units be paid earlier than six months after separation from employment of a “specified employee” as that term is defined within section 409A of the Internal Revenue Code. If grantee’s death, disability, retirement or termination occurs prior to expiration of the six-month period following the grant date, all units shall be forfeited.
	In the event of grantee’s death, all units in grantee’s account will be paid to the person(s) specified in the last beneficiary designation form filed with the Company. If no designation form has been completed or if the designated beneficiary shall have predeceased grantee, the balance in grantee’s account shall be paid promptly to grantee’s estate.
7.	SATISFYING WITHHOLDING WITH DUPONT COMMON STOCK
	Shares of DuPont common stock will be automatically used to satisfy withholding for federal, state, and local taxes unless grantee is a Section 16 officer. The number of shares withheld by

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	the Company to satisfy withholding taxes shall be determined based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the date for determining the amount of withholding tax due. Federal, state, and local withholding cannot exceed statutory requirements.
	If the grantee is a Section 16 officer or director, because of SEC requirements, any election to use share withholding is subject to certain restrictions and requirements. In general, the grantee must make an irrevocable election at least six months prior to the vesting date or within one of the four ten-day window periods per year. The terms and conditions applicable to use of share withholding by Section 16 officers are attached hereto as Exhibit A.
	In the event of changes in relevant law or circumstances, the Compensation Committee may modify the terms and conditions of this paragraph 7, including discontinuing share withholding.
8.	ADJUSTMENTS
	In the event of any stock dividend, split-up, reclassification or other change in capitalization, an equitable adjustment will be made as indicated in Article XII of the Stock Performance Plan in the number of units in grantee’s account.
9.	INTERPRETATION
	The decision of the Compensation Committee with respect to any question arising as to the interpretation of the Stock Performance Plan as it affects this grant of restricted DuPont common stock units, or as to interpretation of these terms and conditions, shall be final, conclusive and binding.
10.	NO ACQUIRED RIGHTS
	This grant is made at the discretion of the Company, and should not be construed to imply an entitlement to any future grants of a like or different nature.
11.	INCORPORATION OF STOCK PERFORMANCE PLAN
	In addition to the terms and conditions set forth above, which are fixed by the Compensation Committee in accordance with Article VI, paragraph 4 of the Stock Performance Plan, this grant is also subject to the other applicable provisions of the Stock Performance Plan.

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EXHIBIT A

TERMS AND CONDITIONS FOR USING SHARES TO SATISFY
WITHHOLDING TAX ON RESTRICTED STOCK UNITS

A Section 16 officer or director may elect to use shares of DuPont common stock to satisfy federal, state and local tax withholding requirements in connection with the vesting of restricted stock units. No shares may be withheld in excess of statutory requirements.

1.	An election to use shares to satisfy amounts required to be withheld pursuant to applicable federal, state and local tax laws in connection with the vesting of restricted stock units is irrevocable. No election may be made with respect to restricted stock units prior to six months after the grant date.
2.	An election to use shares to satisfy tax-withholding requirements is subject to the disapproval of the Compensation Committee.
3.	Shares used to satisfy withholding may either be restricted stock unit shares otherwise issuable pursuant to the vesting of the restricted stock unit grant or shares already owned which are tendered to the Company. The Section 16 officer or director must unconditionally agree to tender the appropriate number of shares to the Company if the amount of withholding tax is determined after the vesting date of the restricted stock units. When shares already owned are used to satisfy withholding, the grantee must have owned such shares for at least six months.
4.	When the Section 16 officer or director elects to use shares to satisfy withholding, the election must be made on a date six months or more prior to the vesting date, or during a ten-day window period prior to or coincident with the vesting date. *
5.	The number of shares withheld by the Company or tendered by the Section 16 officer or director to satisfy the withholding tax requirement shall be determined based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the date for determining the amount of withholding tax due.

* There are four ten-day window periods a year. They commence on the third business day following the date the Company announces its quarterly and annual sales and earnings and end on the twelfth business day following such date.

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EX-10.13

Exhibit 10.13

TERMS AND CONDITIONS

TIME-VESTED

RESTRICTED STOCK UNITS GRANTED IN 2007

UNDER STOCK PERFORMANCE PLAN

STOCK PERFORMANCE PLAN
TERMS AND CONDITIONS OF
TIME-VESTED RESTRICTED STOCK UNITS
GRANTED IN 2007

1.	GRANT
	You (hereinafter “grantee”) were granted time-vested restricted DuPont common stock units (“units”) effective February 7, 2007.
2.	RESTRICTION PERIOD — THREE YEAR PHASE-IN
	For a period of three years from the effective date of the grant (“restriction period”) grantee may not sell, gift, or otherwise transfer or dispose of any of the units except as described below.
	If grantee remains a DuPont employee at the end of one year following the effective date of the grant, one-third of the units in the grantee’s account including dividend equivalents will become shares of DuPont common stock and, subject to other provisions of these terms and conditions, grantee shall be entitled to full ownership of such shares with all associated rights of ownership, including but not limited to the ability to sell, gift, pledge or otherwise transfer the shares.
	If grantee remains a DuPont employee on each of the next two succeeding anniversaries of the effective date of the grant, an additional one-third of the units, including dividend equivalents, will become shares of DuPont common stock and, subject to other provisions of these terms and conditions, grantee shall be entitled to full ownership of such shares with all associated rights of ownership, including but not limited to the ability to sell, gift, or otherwise transfer the shares.
	The units converted to shares beginning on the first and second anniversaries shall be rounded down to the nearest whole share while the balance of the units will be converted to shares on the third anniversary.
3.	FORFEITURE
	If grantee’s employment with DuPont terminates for any reason, including, but not limited to, resignation, prior to the expiration of the applicable restriction periods, all rights to the units and all amounts in grantee’s account shall be forfeited, except as otherwise may be specifically provided in these terms and conditions.
	At any time during the restriction period, all amounts in grantee’s account shall be forfeited if the Compensation Committee, after a hearing at which grantee shall be entitled to be present, shall find that grantee has willfully engaged in activity which is harmful to the interest of any plan company.
4.	DIVIDEND EQUIVALENTS
	An amount equal to any cash dividends (or the fair market value of dividends paid in property other than dividends payable in DuPont common stock) payable on the total number of shares represented by the total number of outstanding units in grantee’s account (including whole and fractional units) will be allocated to grantee’s account in the form of units based upon the stock price on the dividend payment date. Any stock dividends payable on such number of shares will be allocated in the form of whole and fractional units. The stock price shall be the closing price of DuPont common stock as reported on the Composite Tape of the New York Stock Exchange.
5.	PAYMENT FROM GRANTEE’S ACCOUNT
	Units shall be paid as soon as practical, in no event later than two and a half months after the later of the end of DuPont’s taxable year or the end of the grantee’s taxable year in which the units vest, in one share of DuPont common stock for each unit, except that a cash payment will be made for any fraction of a unit remaining in the grantee’s account. Such fractional unit will be valued based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the effective date of payment.

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	For retirement eligible employees, payment will be made in the year of vesting, except as noted in Sections 6 & 7.
6.	PAYMENT IN EVENT OF DISABILITY, TERMINATION FOR LACK OF WORK, DIVESTITURE TO AN ENTITY LESS THAN 50% OWNED BY DUPONT OR DEATH
	In the event grantee becomes disabled, as such term is defined in applicable benefit plans (“disability”), is terminated for lack of work, as such term is defined in applicable benefit plans (“termination for lack of work”), is terminated due to a divestiture to an entity which is less than 50% owned by DuPont or dies, all units in grantee’s account will be paid promptly, and in no event later than two and a half months after the end of DuPont’s taxable year or the end of the grantee’s taxable year in which the units vest, provided grantee’s death, disability, or termination for lack of work or in connection with a divestiture (as described in this paragraph) occurs at least six months after the grant date and provided further that grantee was an active employee of a plan company through the date of death, disability or termination. If the grantee’s death, disability, or termination occurs prior to expiration of such six-month period, all units shall be forfeited. For retirement eligible employees, payment will be made in the year of vesting, but in the cases of death or disability no later than 90 days after the grantees death or disability.
	In the event of death, all units in grantee’s account will be paid to the person(s) specified in the last beneficiary designation form filed with the Company. If no designation form has been completed or if the designated beneficiary shall have predeceased grantee, the balance in grantee’s account shall be paid to grantee’s estate.
7.	PAYMENT IN EVENT OF RETIREMENT
	In the event of grantee’s retirement, as such term is defined in applicable benefit plans (“retirement”), provided grantee’s retirement occurs at least six months after the grant date and provided further that grantee was an active employee of a plan company through the date of retirement, all units in grantee’s account will remain subject to the restriction period, and will be paid as soon as practicable after expiration of the applicable restriction periods and in no event later than the end of the grantee’s taxable year in which the units vest. If the grantee’s retirement occurs prior to the expiration of such six-month period, all units shall be forfeited. In the event payment under this provision shall give rise to application of section 409A of the Internal Revenue Code, then notwithstanding any other aspect of these terms and conditions, in no event shall units be paid earlier than six months after separation of employment of a “specified employee” as that term is defined within section 409A of the Internal Revenue Code.
8.	SATISFYING WITHHOLDING WITH DUPONT COMMON STOCK
	Shares of DuPont common stock will be used automatically to satisfy withholding for federal, state, and local taxes unless the grantee is a Section 16 officer. The number of shares withheld by the Company to satisfy withholding taxes shall be determined based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the date for determining the amount of withholding tax due. Federal, state, and local withholding cannot exceed statutory requirements. To the extent DuPont determines that withholding is required other than at the time of vesting, DuPont may withhold such amount from amounts due grantee, or grantee shall pay such amount to DuPont promptly after demand for such amount is made by DuPont.
	If the grantee is a Section 16 officer or director, because of SEC requirements, any election to use share withholding is subject to certain restrictions and requirements. In general, the grantee must make an irrevocable election at least six months prior to the vesting date or within one of the four ten-day window periods per year. The terms and conditions applicable to use of share withholding by Section 16 officers are attached hereto as Exhibit A.
	In the event of changes in relevant law or circumstances, the Compensation Committee may modify the terms and conditions of this paragraph 8, including discontinuing share withholding.

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9.	ADJUSTMENTS
	In the event of any stock dividend, split-up, reclassification or other change in capitalization, an equitable adjustment will be made as indicated in Article XII of the Stock Performance Plan in the number of units in grantee’s account.
10.	INTERPRETATION
	The decision of the Compensation Committee with respect to any question arising as to the interpretation of the Stock Performance Plan as it affects this grant of restricted DuPont common stock units, or as to interpretation of these terms and conditions, shall be final, conclusive and binding.
11.	NO ACQUIRED RIGHTS
	This grant is made at the discretion of the Company, and should not be construed to imply an entitlement to any future grants of a like or different nature.
12.	INCORPORATION OF STOCK PERFORMANCE PLAN
	In addition to the terms and conditions set forth above, which are fixed by the Compensation Committee in accordance with Article VI, paragraph 4 of the Stock Performance Plan, this grant is also subject to the other applicable provisions of the Stock Performance Plan.

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EXHIBIT A

TERMS AND CONDITIONS FOR USING SHARES TO SATISFY
WITHHOLDING TAX ON RESTRICTED STOCK UNITS

A Section 16 officer or director may elect to use shares of DuPont common stock to satisfy federal, state and local tax withholding requirements in connection with the vesting of restricted stock units. No shares may be withheld in excess of statutory requirements.

1.	An election to use shares to satisfy amounts required to be withheld pursuant to applicable federal, state and local tax laws in connection with the vesting of restricted stock units is irrevocable. No election may be made with respect to restricted stock units prior to six months after the grant date.
2.	An election to use shares to satisfy tax-withholding requirements is subject to the disapproval of the Compensation Committee.
3.	Shares used to satisfy withholding may either be restricted stock unit shares otherwise issuable pursuant to the vesting of the restricted stock unit grant or shares already owned which are tendered to the Company. The Section 16 officer or director must unconditionally agree to tender the appropriate number of shares to the Company if the amount of withholding tax is determined after the vesting date of the restricted stock units. When shares already owned are used to satisfy withholding, the grantee must have owned such shares for at least six months.
4.	When the Section 16 officer or director elects to use shares to satisfy withholding, the election must be made on a date six months or more prior to the vesting date, or during a ten-day window period prior to or coincident with the vesting date. *
5.	The number of shares withheld by the Company or tendered by the Section 16 officer or director to satisfy the withholding tax requirement shall be determined based on the fair market value (the average of the high and low prices on the NYSE-Composite Transactions Tape) of the shares on the date for determining the amount of withholding tax due.

* There are four ten-day window periods a year. They commence on the third business day following the date the Company announces its quarterly and annual sales and earnings and end on the twelfth business day following such date.

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EX-12

Exhibit 12

E. I. DU PONT DE NEMOURS AND COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)

	Three Months
	Ended
	March 31,			Years Ended December 31,
	2007			2006			2005			2004			2003			2002
Income before cumulative effect of changes in accounting principles	$	945		$	3,148		$	2,056		$	1,780		$	1,002		$	1,841
Provision for (benefit from) income taxes		365			196			1,470			(329	)		(930	)		185
Minority interests in earnings (losses) of consolidated subsidiaries		2			(15	)		37			(9	)		71			98
Adjustment for companies accounted for by the equity method		28			11			(1	)		99			360			48
Capitalized interest		(10	)		(37	)		(23	)		(17	)		(29	)		(45	)
Amortization of capitalized interest		9			33			33			365	(a)		119	(a)		59
		1,339			3,336			3,572			1,889			593			2,186
Fixed charges:
Interest and debt expense		99			460			518			362			347			359
Capitalized interest		10			37			23			17			29			45
Rental expense representative of interest factor		24			94			88			91			90			82
		133			591			629			470			466			486
Total adjusted earnings available for payment of fixed charges	$	1,472		$	3,927		$	4,201		$	2,359		$	1,059		$	2,672
Number of times fixed charges earned		11.1			6.6			6.7			5.0			2.3			5.5

(a) Includes write-off of capitalized interest associated with exiting certain businesses.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

     I, Charles O. Holliday, Jr., certify that:

1.	I have reviewed this report on Form 10-Q for the period ended March 31, 2007 of E. I. du Pont de Nemours and Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 2, 2007
By:	/s/Charles O. Holliday, Jr.
	Charles O. Holliday, Jr.
	Chief Executive Officer and
	Chairman of the Board

EX-31.2

Exhibit 31.2

CERTIFICATIONS

     I, Jeffrey L. Keefer, certify that:

1.	I have reviewed this report on Form 10-Q for the period ended March 31, 2007 of E. I. du Pont de Nemours and Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 2, 2007
By:	/s/Jeffrey L. Keefer
	Jeffrey L. Keefer
	Executive Vice President and
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

     In connection with the Quarterly Report of E. I. du Pont de Nemours and Company (the “Company”) on Form 10-Q for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Charles O. Holliday, Jr., as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Charles O. Holliday, Jr.

Charles O. Holliday, Jr.

Chief Executive Officer

May 2, 2007

EX-32.2

Exhibit 32.2

Certification of CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

     In connection with the Quarterly Report of E. I. du Pont de Nemours and Company (the “Company”) on Form 10-Q for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jeffrey L. Keefer, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Jeffrey L. Keefer

Jeffrey L. Keefer

Chief Financial Officer

May 2, 2007