DuPont Legal
Wilmington, DE 19898
January 6, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Sir/Madam:
On behalf of E. I. du Pont de Nemours and Company
("DuPont"), I am transmitting a Registration Statement on
Form S-8 for the Stock Performance Plan covering 15,000,000
shares of common stock for filing in accordance with the
requirements of the Securities Act of 1933.
DuPont's wire transfer in the amount of $251,831.90
in payment of the filing fee has been transmitted to the SEC's
lockbox.
If you have any questions concerning the Registration
Statement, please call me at (302) 774-5002.
Very truly yours,
/s/ Martha L. Rees
Martha L. Rees
Senior Counsel and
Assistant Secretary
MLR:dcc
<PAGE>
PAGE 1
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
1007 MARKET STREET
DELAWARE WILMINGTON, DELAWARE 19898 51-0014090
(STATE OR OTHER (ADDRESS OF PRINCIPAL (I.R.S. EMPLOYER
JURISDICTION EXECUTIVE OFFICES) IDENTIFICATION NO.)
OF INCORPORATION OR
ORGANIZATION)
--------------
STOCK PERFORMANCE PLAN
(FULL TITLE OF THE PLAN)
--------------
C. L. HENRY, SENIOR VICE PRESIDENT -- DUPONT FINANCE
E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE:
302-774-1000
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APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
From time to time after effective date of Registration Statement
--------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRA-
REGISTERED REGISTERED PER SHARE* PRICE* TION FEE
- --------------------------------------------------------------------
Common Stock $.60 15,000,000 $48.6875 $730,312,500 $251,831.90
par value
* Estimated solely for the purpose of calculating the
registration fee in
accordance with Rule 457(h) and based on the closing
price of
E. I. du Pont de Nemours and Company Common Stock as
reported on the
New York Stock Exchange Composite Tape on December 31,
1993.
<PAGE>
PAGE 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The documents listed below, previously filed with the
Securities and Exchange Commission, are incorporated by reference
in this Registration Statement:
(a) DuPont's annual report on Form 10-K for the year
ended December 31, 1992.
(b) DuPont's Quarterly Reports on Form 10-Q for the periods
ended March 31, June 30 and September 30, 1993.
(c) DuPont's Current Reports on Form 8-K as filed on
January 4, January 24, February 3, April 26,
July 28, September 14 and October 27, 1993.
All documents subsequently filed by DuPont pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which registers all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of DuPont Common Stock
Holders of DuPont Common Stock are entitled to receive
dividends that may be declared by the Board of Directors of
DuPont from surplus or net earnings, but not until all cumulative
dividends on preferred stock shall have been declared and set
apart for payment at the annual rates of $4.50 a share for the
$4.50 Series and $3.50 a share for the $3.50 Series. Holders of
DuPont Common Stock have the right to vote on all questions to
the exclusion of all other stockholders, except as otherwise
expressly provided by law or unless DuPont shall be in default in
the payment of dividends on preferred stock for a period of six
months. In the latter event, until accumulated and unpaid
dividends on preferred stock of all series shall have been paid,
the holders of the outstanding preferred stock shall have the
exclusive right, voting separately and as a class, to elect two
directors, or if the total number of directors of DuPont be only
three, then only one director, at each meeting of stockholders
held for the purpose of electing directors.
On liquidation, dissolution, or winding up of DuPont,
whether voluntary or involuntary, after payments have been made to
holders of preferred stock, holders of DuPont Common Stock have
the right to share ratably the remaining assets available for
distribution. In the event of voluntary liquidation, holders of
preferred stock are entitled to accumulated dividends and $115 a
II-1
<PAGE>
PAGE 3
share for the $4.50 Series and $107 a share for the $3.50 Series;
in the event of involuntary liquidation, holders of both series
are entitled to accumulated dividends and $100 a share. Holders
of DuPont Common Stock do not have any preemptive rights.
Item 5. Interests of Named Experts and Counsel
The validity of the issue of DuPont Common Stock offered
hereby has been passed on by John F. Schmutz, Esq., Senior Vice
President and General Counsel of DuPont. Mr. Schmutz beneficially
owned as of January 5, 1994, 165,442 Shares of Common Stock of
DuPont, including 126,300 shares of which he has the right to
acquire beneficial ownership within 60 days through the exercise of
stock options awarded under DuPont's Stock Option Plan.
Item 6. Indemnification of Directors and Officers
Under provisions of the Bylaws of DuPont, each person who is
or was a director or officer of DuPont shall be indemnified by
DuPont to the full extent permitted or authorized by the General
Corporation Law of Delaware against any liability, cost or expense
asserted against such director or officer and incurred by such
director or officer in any such person's capacity as director or
officer, or arising out of any such person's status as a director
or officer. DuPont has purchased liability insurance policies
covering its directors and officers to provide protection where
DuPont cannot indemnify a director or officer.
Item 8. Exhibits
Exhibit
Number Description
------- -----------
4(a) DuPont's Certificate of Incorporation, effective
December 22, 1989 defining the rights of the
holders of DuPont Common Stock. Incorporated by
reference to Exhibit 3.1 of DuPont's Annual Report
on Form 10-K for the year ended December 31, 1989.
4(b) Form of letter sent to optionees setting forth the
terms and conditions of stock options, as last
revised.
5(a) Opinion of Counsel
23(a) Consent of Independent Accountants
23(b) Consent of J. F. Schmutz, Esq. included in the
opinion filed as Exhibit 5 to this Registration
Statement
24 Powers of attorney authorizing certain officers to
sign this registration statement and amendments
thereto on behalf of officers and directors.
II-2
<PAGE>
PAGE 4
Item 9. S-K Item 512 Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement.
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933 each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-3
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PAGE 5
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
PAGE 6
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Wilmington,
State of Delaware, on January 5, 1994.
E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
By /C. L. Henry/
------------------------------
C. L. Henry, Senior Vice
President - DuPont Finance
(Chief Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of
1933, this report has been signed by the following persons in the
capacities indicated and on the date indicated.
E. S. Woolard, Jr. Chairman and Director
(Principal Executive
Officer)
J. A. Krol Vice Chairman and
Director
C. S. Nicandros Vice Chairman and
Director
P. N. Barnevik Director By /C. L. Henry/
E. P. Blanchard, Jr. Director -----------------------
A. F. Brimmer Director C. L. Henry
C. R. Bronfman, O.C. Director Senior Vice President -
E. M. Bronfman Director DuPont Finance
E. Bronfman, Jr. Director (Principal Financial
L. C. Duemling Director and Accounting Officer
E. B. du Pont Director and Attorney-In-Fact
C. M. Harper Director for bracketed
R. E. Heckert Director individuals)
H. W. Johnson Director (January 5, 1994)
E. L. Kolber Director
M. P. MacKimm Director
W. K. Reilly Director By /J. F. Schmutz/
H. R. Sharp, III Director -----------------------
C. M. Vest Director J. F. Schmutz
Senior Vice President
and General Counsel -
DuPont Legal
(Attorney-In-Fact for
bracketed individuals)
(January 5, 1994)
Powers of attorney authorizing C. L. Henry and J. F. Schmutz
jointly, to sign the registration statement and amendments thereto
on behalf of the above-named directors and officers are filed with
the registration statement.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
4(a) DuPont's Certificate of Incorporation, effective
December 22, 1989 defining the rights of the
holders of DuPont Common Stock. Incorporated by
reference to Exhibit 3.1 of DuPont's Annual Report
on Form 10-K for the year ended December 31, 1989.
4(b) Form of letter sent to optionees setting forth the
terms and conditions of stock options, as last
revised.
5(a) Opinion of Counsel
23(a) Consent of Independent Accountants
23(b) Consent of J. F. Schmutz, Esq. included in the
opinion filed as Exhibit 5 to this Registration
Statement
24 Powers of attorney authorizing certain officers to
sign this registration statement and amendments
thereto on behalf of officers and directors.
<PAGE>
Exhibit 4(b)
TERMS AND CONDITIONS OF STOCK OPTIONS GRANTED IN 1994
SECTION I. DEFINITIONS
1. The term "NQO" means a nonqualified stock option.
2. The term "ISO" means an incentive stock option
qualified under Sec. 422A of the Internal Revenue Code.
3. The term "stock option" used hereafter applies
independently to both the NQO and ISO.
4. 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 AND ISOs
1. Option Price
A stock option entitles you to purchase, subject to
the limitations set forth in these terms and conditions,
DuPont common stock at the average of the high and low price
on the NYSE-Composite Transactions Tape on the grant date.
2. Minimum Exercise
You must purchase at any one time at least five
percent of the initial total shares subject to the stock
option grant or 225 shares, whichever is greater.
3. Exercisability
Except as provided in paragraph 5 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.
On the first anniversary of grant date, subject to the other
terms and conditions contained herein, all shares subject to
the option may be purchased.
Beginning on the first date of exercisability and
ending on the date six months prior to the tenth anniversary
of the grant date, the average of the high and low price of
DuPont common stock on the NYSE-Composite Transactions Tape
must be at least 120 percent of the option price on the
exercise date in order for the options to be exercisable.
<PAGE>
4. 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 tenth anniversary of the grant
date, or
b. Two years after your death, or
c. The later of (i) two years following your retirement or
(ii) the day prior to your 70th birthday; however, if
your death occurs within such two-year period or before
your 70th birthday, the period will be extended until two
years after your death, or
d. The date (after retirement) on which a determination
is made in accordance with Article XI, paragraph 2 of the
Stock Performance Plan, that you willfully engaged in any
activity which is harmful to the interests of a plan
company, or
e. Termination of your employment for any reason other
than your death or retirement.
5. Retirement and Death
a. If, upon your retirement on a date other than
December 31, the sum of:
(i) the fair market value (determined at the time the
option is granted) of the stock with respect to
which ISOs were awarded in the year prior to your
retirement, plus
(ii) the fair market value of the stock with respect
to which ISOs were awarded in the year of your
retirement exceeds $100,000, the number of ISOs
awarded in the year of retirement necessary to
bring such sum below $100,000 shall be canceled,
coincident with your retirement, and converted
into an identical number of NQOs which shall have
terms and conditions as if such NQOs were granted
on the date of grant of the ISOs which they
replaced.
<PAGE>
b. The day following your retirement, or upon your
death, whichever occurs first, all shares subject to
option may be purchased provided your retirement or death
occurs at least six months* after grant date. If,
however, your retirement or death occurs prior to that
date, no such shares may be purchased and these grants
will terminate.
c. An ISO must be exercised within three months after
your retirement in order to be taxed as an ISO. An ISO
can still be exercised after the three-month period but
will be taxed as an NQO.
6. Stock Dividend
In the event of any stock dividend, other changes in
capitalization or special distributions to stockholders, 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.
7. Nontransferability and Exercise Upon Death
During your lifetime, these grants are not
transferable and shares subject to the option may be
purchased only by you.
In the event of your death, to the extent shares
subject to option under these grants have not already been
purchased or these grants otherwise terminated, these grants
shall be exercisable -
a. by the person or persons designated by you in the
last designation filed with the Company on the form
approved by the Compensation and Benefits Committee, or
b. if no such designation has been filed, by the
executor or administrator of your estate or in accordance
with his or her directions, subject to the other terms
and conditions contained herein.
If you desire to designate a contingent beneficiary
for receipt of these grants, you must file a designation form
in connection therewith.
_______________
*Nine months for Section 16 officers pending shareholder
approval of Stock Performance Plan amendment scheduled for
April 27, 1994.
<PAGE>
8. Cash-Out Provision
If the fair market value of a share of DuPont common
stock on the date you elect to purchase shares pursuant to
the stock option is less than 110% of the option price,
rounded up to the next 25 cents, if not already a multiple of
25 cents, the Company may, at its election, pay you in cash
for each share you elected to purchase an amount equal to the
excess of such fair market value over the option price
provided in the stock option, in lieu of:
a. Accepting your payment for the shares you elected to
purchase, and
b. Delivering such shares to you.
In such circumstances, your rights to purchase such
number of shares under this option will terminate. If you
are a Section 16 officer or director, because of SEC
restrictions, any such cash payments can only be made if the
option is exercised during a ten-day window period.*
9. How to Exercise/Payment of Option Price
It will be necessary to make arrangements with the
Company 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 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 day of payment, or a combination thereof as determined
by the Compensation and Benefits Committee.
Purchase of shares will be effected only if notice of
such purchase, accompanied by payment (cash and/or stock or
provision therefore satisfactory to the Senior Vice President-
DuPont Finance or designee), 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 your name within ten business days of
receipt by the Senior Vice President-DuPont Finance or
designee of such notice and payment. In the event of your
death prior to delivery of shares purchased pursuant to the
option, the shares will be registered in the name(s) of your
designee(s), or in accordance with the directions of the
executor or administrator of your estate, as the case may be.
_______________
*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.
<PAGE>
10. 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 of DuPont common stock may
also be used to satisfy withholding taxes on a disqualifying
disposition of shares acquired in connection with exercise of
an ISO.
Shares used for withholding may be either option
shares otherwise issuable pursuant to the exercise of the NQO
or ISO or shares already owned which are tendered to the
Company. You 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.
If you are 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, you 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 your use of share withholding are attached
hereto as Exhibit A and apply only to exercise of NQOs.
In the event of changes in relevant law or
circumstances, the Compensation and Benefits Committee may
modify the terms and conditions of this Paragraph 10,
including discontinuing share withholding.
11. Interpretation
The decision of the Compensation and Benefits
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.
12. Incorporation of Stock Performance Plan
It is understood that in addition to the terms and
conditions set forth above, which are fixed by the
Compensation and Benefits Committee in accordance with
Article VI, paragraph 4 of the Stock Performance Plan, your
grants are also subject to the other applicable provisions of
the Stock Performance Plan.
<PAGE>
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.
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 and Benefits Committee.
3. Shares used to satisfy withholding may either be option
shares 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.
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.
<PAGE>
EXHIBIT 5
January 5, 1994
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
Gentlemen/Ladies:
Reference is made to the Registration Statement being
filed by you with the Securities and Exchange Commission, relating
to 15,000,000 shares of E. I. du Pont de Nemours and Company
(hereinafter called "the Company") $0.60 par value Common Stock
("Common Stock").
It is my opinion that:
(a) the Company is duly organized and existing under
the State of Delaware; and
(b) all shares of Common Stock so registered are or
will when sold, be legally issued, fully paid and
nonassessable.
I hereby consent to the use of this opinion in
connection with the above-mentioned Registration Statement.
Very truly yours,
/s/ J. F. Schmutz
J. F. Schmutz
Senior Vice President
and General Counsel
JFS:dcc
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference this
Registration Statement on Form S-8 of our report dated
February 16, 1993, which appears on page 33 of the 1992 Annual
Report to Stockholders of E. I. du Pont de Nemours and Company,
which is incorporated by reference in E. I. du Pont de Nemours
and Company's Annual Report on Form 10-K for the year ended
December 31, 1992. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules,
which appears on page 20 of such Annual Report on Form 10-K.
Price Waterhouse
30 South Seventeenth Street
Philadelphia, Pennsylvania 19103
January 5, 1994
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/E. S. Woolard, Jr./ 12/15/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/J. A. Krol/ 12/13/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/C. S. Nicandros/ 12/14/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/P. N. Barnevik/ 12/19/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/E. P. Blanchard, Jr./ 12/18/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/A. F. Brimmer/ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/C. R. Bronfman, O.C./ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/E. M. Bronfman/ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/E. Bronfman, Jr./ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/L. C. Duemling/ 12/17/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/E. B. du Pont/ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/C. M. Harper/ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/R. E. Heckert/ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/H. W. Johnson/ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/E. L. Kolber/ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/M. P. MacKimm/ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/W. K. Reilly/ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/H. R. Sharp, III/ 12/20/93
Director Date
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints (1) the Senior
Vice President and General Counsel or any Vice President and
Assistant General Counsel of E. I. du Pont de Nemours and Company
(hereinafter referred to as the "Company"), and (2) the Senior Vice
President - DuPont Finance, any Vice President, DuPont Finance, or
any Assistant Treasurer of the Company, jointly, in his or her
name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange
Commission a Registration Statement on Form S-8 relating to DuPont
common stock, $0.60 par value, offered under the Stock Performance
Plan, any and all amendments thereto and all matters required by
the Commission in connection with such registration under the
Securities Act of 1933, as amended, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/C. M. Vest/ 12/19/93
Director Date
